arp-ex42d_253.htm


Exhibit 4.2(d)

ATLAS RESOURCE PARTNERS HOLDINGS, LLC

ATLAS RESOURCE FINANCE CORPORATION

and

the Subsidiary Guarantors named herein

_______________________________________

9.25% SENIOR NOTES DUE 2021

______________________________________________

________________________

THIRD SUPPLEMENTAL INDENTURE

DATED AS OF JULY 23, 2015

__________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee

__________________________







This THIRD SUPPLEMENTAL INDENTURE, dated as of July 23, 2015, is among Atlas Resource Partners Holdings, LLC (f/k/a/ Atlas Energy Holdings Operating Company, LLC), a Delaware limited liability company (“Holdings Company”), Atlas Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with Holdings Company, the “Issuers”), Atlas Resource Partners, L.P., a Delaware limited partnership (“ARP”), and each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (such parties, together with ARP, the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.

RECITALS

WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee are party to that certain Indenture, dated as of July 30, 2013 (the “Base Indenture”), as supplemented by a first supplemental indenture, dated as of July 31, 2013 (the “First Supplemental Indenture”), and a second supplemental indenture, dated as of October 14, 2014 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), pursuant to which the Issuers have issued an aggregate of $325,000,000 in principal amount of 9.25% Senior Notes due 2021 (the “Notes”);

WHEREAS, ATLS Production Company, LLC, an indirect wholly-owned subsidiary of Holdings Company, has guaranteed Indebtedness of ARP under ARP’s revolving credit facility and as such is required by Section 4.13 of the Indenture to become a Subsidiary Guarantor under the Indenture; 

WHEREAS, Section 9.01(e) of the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the 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 Third 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 Third Supplemental 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 Third 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 June 5, 2015, and in accordance with Section 4.13 and by executing this Third Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.




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 Third Supplemental Indenture.  This Third 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.THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

Section 3.04The Issuers hereby confirm to the Trustee that this Third Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Issuers shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes.  The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from the Issuers.

 

 [NEXT PAGE IS SIGNATURE PAGE]

 




 

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

 

ATLAS RESOURCE FINANCE CORPORATION

By:/s/ Sean McGrath     
Name: Sean McGrath
Title:   Chief Financial Officer

 

 

 

ATLAS RESOURCE PARTNERS HOLDINGS, LLC.

 

By:  Atlas Resource Partners, L.P., its Sole Member

By:  Atlas Energy Group, LLC, its General Partner

 

 

By: /s/ Sean McGrath                         
Name: Sean McGrath
Title:   Chief Financial Officer 

 

 

 

 

Parent Guarantor:

 

ATLAS RESOURCE PARTNERS, L.P.

 

By:  Atlas Energy Group, LLC, its General Partner

 

By:/s/ Sean McGrath   
Name: Sean McGrath
Title:   Chief Financial Officer 

 




 

[Signature Page to ARP Third Supplemental Indenture – 9.25% Notes]

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Subsidiary Guarantors:

 

ATLAS ENERGY COLORADO, LLC
ATLAS ENERGY INDIANA, LLC
ATLAS ENERGY OHIO, LLC
ATLAS ENERGY TENNESSEE, LLC
ATLAS NOBLE, LLC
ATLAS RESOURCES, LLC
REI-NY, LLC
RESOURCE ENERGY, LLC
RESOURCE WELL SERVICES, LLC
VIKING RESOURCES, LLC
ARP BARNETT, LLC
ARP OKLAHOMA, LLC
ARP BARNETT PIPELINE, LLC
ATLAS BARNETT, LLC

ARP MOUNTAINEER PRODUCTION, LLC

ARP PRODUCTION COMPANY, LLC

ARP RANGELY PRODUCTION, LLC

ARP EAGLE FORD, LLC

ATLS PRODUCTION COMPANY, LLC

 

 

 


	

	
By:  /s/ Sean McGrath     
Name: Sean McGrath
Title:   Chief Financial Officer







 

[Signature Page to ARP Third Supplemental Indenture – 9.25% Notes]

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 

By:  /s/ Yana Kislenko
Name: Yana Kislenko
Title:  Vice President

 

 

[Signature Page to ARP Third Supplemental Indenture – 9.25% Notes]

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