EX-10.2



 Exhibit 10.2 

ATLAS PIPELINE PARTNERS, L.P., 

ATLAS PIPELINE FINANCE CORPORATION, 

THE SUBSIDIARY GUARANTORS NAMED HEREIN 

AND 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 THIRD
SUPPLEMENTAL INDENTURE 
 dated as of January 29, 2015 

to 
 the Indenture 

dated as of February 11, 2013 
  

 
 5  7⁄8% Senior Notes due 2023 







 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of January 29, 2015, is by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), Atlas Pipeline Finance Corporation, a Delaware
corporation (“Finance Co” and, together with the Partnership, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National
Association, as trustee (the “Trustee”). 
 WHEREAS, the Issuers, the Subsidiary Guarantors and the
Trustee have heretofore executed and delivered (i) the Indenture, dated as of February 11, 2013 (the “Original Indenture”), providing for the issuance of the Issuers’
5  7⁄8% Senior Notes due 2023 (the “Notes”) from time to time in an unlimited aggregate principal amount, and (ii) the Supplemental
Indentures to the Original Indenture, dated as of February 11, 2013 and January 2, 2015, respectively (the Original Indenture, as amended and supplemented by such Supplemental Indentures, being herein called the
“Indenture”); 
 WHEREAS, $650,000,000 in aggregate principal amount of Notes is currently outstanding; 

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes, the Issuers, the Subsidiary Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions); 

WHEREAS, the execution and delivery of this Supplemental Indenture have been authorized by the Board of Directors of the General Partner of
the Partnership and the respective Boards of Directors of Finance Corp. and the Subsidiary Guarantors; 
 WHEREAS, the Issuers have
requested the Trustee to join with them and the Subsidiary Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 

WHEREAS, Targa Resources Partners LP, a Delaware limited partnership (“Targa”), has been soliciting consents on behalf
of the Issuers to the amendments to the Indenture to be effected by this Supplemental Indenture upon the terms and subject to the conditions set forth in Targa’s Offer to Purchase and Consent Solicitation Statement dated January 15, 2015
and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”); 

WHEREAS, (1) the consent of the Holders of a majority in principal amount of the outstanding Notes to such amendments have been received,
all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Issuers have delivered to the Trustee simultaneously with the execution and
delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 10.06 of the Indenture and (3) the Issuers and the Subsidiary Guarantors have satisfied all other conditions
required under Article 9 of the Indenture to enable the Issuers, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable
benefit of the Holders of the Notes, as follows: 
 ARTICLE I 

AMENDMENTS TO INDENTURE AND NOTES 

Section 1.1 Amendments to Articles 3, 4, 5 and 6 of the Indenture. The Indenture is hereby amended by deleting the
following Sections, paragraphs or clauses of the Indenture and all references and definitions related thereto in their entirety: 
  

	 	•	 	Section 3.09 (Offer to Purchase by Application of Net Proceeds) 


  
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	 	•	 	Section 4.03 (Compliance Certificate) 

  

	 	•	 	Section 4.04 (Taxes) 

  

	 	•	 	Section 4.05 (Stay, Extension and Usury Laws) 

  

	 	•	 	Section 4.06 (Change of Control) 

  

	 	•	 	Section 4.07 (Asset Sales) 

  

	 	•	 	Section 4.08 (Restricted Payments) 

  

	 	•	 	Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Equity) 

  

	 	•	 	Section 4.10 (Liens) 

  

	 	•	 	Section 4.11 (Dividend and Other Payment Restrictions Affecting Subsidiaries) 

  

	 	•	 	Section 4.12 (Transactions with Affiliates) 

  

	 	•	 	Section 4.13 (Additional Subsidiary Guarantees) 

  

	 	•	 	Section 4.14 (Designation of Restricted and Unrestricted Subsidiaries) 

  

	 	•	 	Section 4.15 (Business Activities) 

  

	 	•	 	Section 4.16 (Sale and Lease-back Transactions) 

  

	 	•	 	Section 4.17 (Payments for Consent) 

  

	 	•	 	Section 4.18 (Reports) 

  

	 	•	 	Section 4.19 (Layering Indebtedness) 

  

	 	•	 	Sections 5.01(a)(iii)-(iv) and 5.01(b)(iv) (Merger, Consolidation, or Sale of Assets) 

  

	 	•	 	Section 6.01(c), (e) and (f) (Events of Default) 

 For the avoidance of doubt,
any obligation imposed upon the Issuers and the Subsidiary Guarantors by the Trust Indenture Act of 1939, as amended, shall not be affected by the preceding provisions of this Section 1.1. 

Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the
amendments to the Indenture effected by this Supplemental Indenture.  
 ARTICLE II 

MISCELLANEOUS PROVISIONS 

Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the
context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 

Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and
confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture
shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control. This Supplemental
Indenture relates solely to the Notes and shall not apply to any other series of Securities that may be outstanding under the Original Indenture as amended and supplemented. 

  
 3 








 Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors.
All agreements of the Issuers and the Subsidiary Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic
transmission. 
 Section 2.6 Severability. In case any one or more of the provisions in this Supplemental
Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law. 

Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Subsidiary Guarantors, and the Trustee
makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 

Section 2.8 Effectiveness. This Supplemental Indenture shall be effective only upon execution and delivery of this
instrument by the parties hereto. Notwithstanding the foregoing sentence or anything else herein to the contrary, the amendments to the Indenture and the Notes effected by this Supplemental Indenture shall become operative only upon the purchase by
Targa, pursuant to the Tender Offer, on an aggregate basis, of a majority in principal amount of the outstanding Notes, with the result that the amendments to the Indenture and the Notes effected by this Supplemental Indenture shall be deemed to be
revoked retroactive to the date hereof if such purchase shall not occur. The Partnership shall notify the Trustee promptly after the occurrence of such purchase or promptly after the Partnership shall determine that such purchase will not occur.

 Section 2.9 Effect of Headings. The Section headings herein are for convenience only and shall not affect
the construction thereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

					
	ATLAS PIPELINE PARTNERS, L.P.
		
	By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	ATLAS PIPELINE FINANCE CORPORATION
		
	By:		/s/ Robert W. Karlovich III
	Name:		Robert W. Karlovich III
	Title:		Chief Financial Officer
	
	ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
		
	By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer









 
							
	 ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC

APL LAUREL MOUNTAIN, LLC
 ATLAS PIPELINE TENNESSEE,
LLC

		
	By:		Atlas Pipeline Operating Partnership, L.P., its sole member
			
			By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	 ATLAS MIDKIFF, LLC
 ATLAS
CHANEY DELL, LLC
 SLIDER WESTOK GATHERING, LLC

NOARK ENERGY SERVICES, L.L.C.
 ATLAS PIPELINE
MID-CONTINENT LLC
 APL BARNETT, LLC
 APL ARKOMA
HOLDINGS, LLC
 APL GAS TREATING, LLC
 APL
SOUTHTEX MIDSTREAM LLC

		
	By:		Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
			
			By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	 VELMA INTRASTATE GAS TRANSMISSION COMPANY, LLC

VELMA GAS PROCESSING COMPANY, LLC

		
	By:		Atlas Pipeline Mid-Continent LLC, its sole member
			
			By:		Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
				
					By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer









 
							
	 PECOS PIPELINE LLC

TESUQUE PIPELINE, LLC

		
	By:		APL Barnett, LLC, its sole member
			
			By:		Atlas Pipeline Mid-Continent Holdings LLC, its sole member
				
					By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	APL ARKOMA MIDSTREAM, LLC
		
	By:		APL Arkoma Holdings, LLC
			
			By:		Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
				
					By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its General Partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	APL SOUTHTEX PIPELINE COMPANY LLC
		
	By:		APL SouthTex Midstream LLC, its sole member
			
			By:		Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
				
					By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its general partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer









 
							
	 APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP

APL SOUTHTEX GAS UTILITY COMPANY LP
 ATLAS SOUTHTEX
MIDSTREAM COMPANY LP
 APL SOUTHTEX TRANSMISSION COMPANY LP

APL SOUTHTEX PROCESSING COMPANY LP

		
	By:		APL SouthTex Pipeline Company LLC, its sole general partner
			
			By:		APL SouthTex Midstream LLC, its sole member
				
					By:		Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
				
					By:		Atlas Pipeline Operating Partnership, L.P., its sole member
				
					By:		Atlas Pipeline Partners GP, LLC, its general partner
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	APL ARKOMA, INC.
			
			By:		/s/ Robert W. Karlovich III
			Name:		Robert W. Karlovich III
			Title:		Chief Financial Officer
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:		/s/ Shazia Flores
	Name:		Shazia Flores
	Title:		Assistant Vice President