Supplemental Indenture



 Exhibit 4.1 
 ATLAS PIPELINE PARTNERS, L.P. 
 ATLAS PIPELINE FINANCE CORPORATION

 and  
 the Subsidiary Guarantors named herein 
  

 
 8-1/8% SENIOR
NOTES DUE 2015 
  
  

 
  

SUPPLEMENTAL INDENTURE 
 DATED AS OF NOVEMBER 22, 2010 
  

 
 U.S. BANK
NATIONAL ASSOCIATION, 
 Trustee 

 
  







 This SUPPLEMENTAL INDENTURE, dated as of November 22, 2010 is among Atlas Pipeline
Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”),
each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association, a national banking
association, as Trustee. 
 RECITALS 
 WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of December 20, 2005 (the “Indenture”), pursuant to which the Issuers
have issued $293,524,000 in principal amount of 8-1/8% Senior Notes due 2015 (the “Notes”); 
 WHEREAS,
the Issuers and the Trustee entered into Supplemental Indentures, dated as of May 12, 2006, August 9, 2007, June 28, 2008, May 13, 2009 and September 17, 2010; 

WHEREAS, the Issuers desire and have requested the Subsidiary Guarantors and the Trustee to join with the Issuers in the execution and
delivery of this Supplemental Indenture for the purpose of amending and restating in its entirety the definition of “Permitted Investments” under Section 1.01 of the Indenture; 

WHEREAS, Section 9.02 of the Indenture provides that a supplemental indenture may be entered into by the Issuers, the Subsidiary
Guarantors and the Trustee to change certain provisions of the Indenture or modify certain rights of the holders of the Notes with the consent of Holders of at least a majority in principal amount of the Notes then outstanding; 

WHEREAS, pursuant to a solicitation by the Issuers, consents to an amendment to the Indenture to amend and restate in its entirety the
definition of “Permitted Investments” under Section 1.01 of the Indenture of Holders of at least a majority in principal amount of the Notes then outstanding have been received; 

WHEREAS, the Issuers have furnished, or caused to be furnished, to the Trustee, and the Trustee has received, an Officers’
Certificate and an Opinion of Counsel stating, among other things, that this Supplemental Indenture is authorized or permitted by the Indenture; and 
 WHEREAS, all acts and things prescribed by the Indenture, by law and by the limited partnership agreement, Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers,
of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and
performed; 







 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 
 Section 1.01. This Supplement Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for
any and all purposes. 
 Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution
and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee. 
 ARTICLE 2 

From this date, in accordance with Section 9.02 of the Indenture and by executing this Supplemental Indenture, Section 1.01 of
the Indenture is hereby amended by amending and restating in its entirety the definition of “Permitted Investments” as follows: 
 ““Permitted Investments” means: 
 (1) any Investment in, or that
results in the creation of, any Restricted Subsidiary of the Company; 
 (2) any Investment in the Company or in a Restricted
Subsidiary of the Company (excluding redemptions, purchases, acquisitions or other retirements of Equity Interests in the Company); 
 (3) any Investment in cash or Cash Equivalents; 
 (4) any Investment by the
Company or any Restricted Subsidiary of the Company in a Person if as a result of such Investment: 
 (a) such
Person becomes a Restricted Subsidiary of the Company; or 
 (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 
 (5) any Investment made as a result of the receipt of consideration consisting of other than cash or Cash Equivalents from an Asset Sale that was made pursuant to and in compliance with Section 4.07;

 (6) any Investment in a Person solely in exchange for the issuance of Equity Interests (other than Disqualified Equity) of
the Company; 
 (7) Investments in stock, obligations or securities received in settlement of debts owing to the Company or any
of its Restricted Subsidiaries as a result of bankruptcy or insolvency proceedings or upon the foreclosure, perfection or enforcement of any Lien in favor of the Company or any such Restricted Subsidiary, in each case as to debt owing to the Company
or any such Restricted Subsidiary that arose in the ordinary course of business of the Company or any such Restricted Subsidiary; 

  
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 (8) any Investment in Hedging Obligations permitted to be incurred under Section 4.09
hereof; 
 (9) other investments in any Person engaged in a Permitted Business (other than an Investment in an Unrestricted
Subsidiary) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(9) since the Issue Date and existing at the time of the Investment, which is the subject of the determination, was made, not to exceed the greater of (a) $10.0 million and (b) 2.50% of Consolidated Net Tangible Assets; 

(10) any Investment in the notes and Investments existing on the Issue Date; 

(11) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights
or licenses or leases of intellectual property, in each case in the ordinary course of business; and 
 (12) any capital
contributions made by the Company or any Subsidiary of the Company to Laurel Mountain Midstream, LLC pursuant to the Amended and Restated Limited Liability Company Agreement of Laurel Mountain Midstream, LLC, dated as of June 1, 2009, through
December 31, 2011.” 
 ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect
as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

Section 3.03. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE] 

  
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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/ Eric T. Kalamaras

		 	Name:	 	Eric T. Kalamaras
		 	Title:	 	Chief Financial Officer
	
	ATLAS PIPELINE FINANCE CORPORATION
		
	By:	 	 /s/ Eric T. Kalamaras

		 	Name:	 	Eric T. Kalamaras
		 	Title:	 	Chief Financial Officer
	
	SUBSIDIARY GUARANTORS
	
	ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
		
	By:	 	 Atlas Pipeline Partners GP, LLC,
 its general partner

		
	By:	 	 /s/ Eric T. Kalamaras

		 	Name:	 	Eric T. Kalamaras
		 	Title:	 	Chief Financial Officer
	
	 ATLAS PIPELINE MID-CONTINENT, LLC
 ATLAS PIPELINE TENNESSEE, LLC
 APL LAUREL MOUNTAIN, LLC

		
	By:	 	 Atlas Pipeline Operating Partnership, L.P.,
 its sole member

		
	By:	 	Atlas Pipeline Partners GP, LLC,
		 	its general partner
		
	By:	 	 /s/ Eric T. Kalamaras

		 	Name:	 	Eric T. Kalamaras
		 	Title:	 	Chief Financial Officer



  
 [Signature
Page to Supplemental Indenture] 








  

					
	 ATLAS MIDKIFF, LLC

ATLAS CHANEY DELL, LLC

SADDLEBACK PIPELINE, LLC

	 NOARK ENERGY SERVICES, LLC

SLIDER WESTOK GATHERING, LLC

		
	By:	 	Atlas Pipeline Mid-Continent, LLC,
		 	its sole member
		
	By:	 	 Atlas Pipeline Operating Partnership, LP,
 its sole member

		
	By:	 	Atlas Pipeline Partners GP, LLC,
		 	its general partner
		
	By:	 	 /s/ Eric T. Kalamaras

		 	 Name:
	 	Eric T. Kalamaras
		 	 Title:
	 	Chief Financial Officer



  
 [Signature
Page to Supplemental Indenture] 








  

					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	 /s/ Steven A. Finklea

		 	Name:	 	Steven A. Finklea, CCTS
		 	Title:	 	Vice President



  
 [Signature
Page to Supplemental Indenture]