Exhibit 3.2
CERTIFICATE OF DESIGNATION
OF
THE POWERS, PREFERENCES AND
RELATIVE, PARTICIPATING,
OPTIONAL AND OTHER SPECIAL RIGHTS
OF PREFERRED UNITS AND
QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF
of
12% CUMULATIVE CLASS C PREFERRED
UNITS
for
ATLAS PIPELINE PARTNERS,
L.P
ATLAS PIPELINE PARTNERS, L.P., a
Delaware limited partnership (the “ Company
”) pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act and its Limited Partnership Agreement, does
hereby state and certify that pursuant to the authority expressly
vested in ATLAS PIPELINE PARTNERS GP, LLC, its general partner (the
“ General Partner ”), the General Partner
duly adopted the following resolutions, which remain in full force
and effect as of the date hereof:
RESOLVED , that each of the 12% Cumulative Class C
Preferred Units rank equally in all respects and shall be subject
to the following terms and provisions:
1. Designation . There is hereby
created a series of units designated as the “ 12%
Cumulative Class C Preferred Units ” (the “
Preferred Units ”). The number of Preferred Units
shall be 8,000 and the face value of each Preferred Unit shall be
$1,000 (the “ Face Value ”).
2. Definitions
. For purposes of this
Certificate of Designation, the following terms shall have meanings
ascribed to them below:
“Common
Units” shall
mean the common units representing limited partner interests of the
Company.
“ Distribution
Commencement Date ” shall mean July 1, 2010.
“Holder” means Investor as defined in the Purchase
Agreement (as defined in Section 5), or any of its transferees
permitted pursuant to the terms of the Purchase
Agreement.
“Redemption
Date” shall
mean the date upon which a redemption effected pursuant to the
exercise of a Call Option shall be consummated.
3. Distributions;
Allocations . Commencing on the Distribution Commencement
Date, the Holders of the Preferred Units shall be entitled to
receive cumulative distributions at the per unit rate of twelve
percent (12%) per annum of the Face Value of each
outstanding
Preferred Unit, payable out of Available Cash
prior to any other distributions pursuant to Section 6.4(b).
Distributions shall be paid on the same date (a “
Distribution Payment Date ”) as the
distribution payment date for Common Units and the record dates for
distributions on the Preferred Units and Common Units shall be the
same. The Holders shall be allocated an amount of gross income of
the Partnership in each year equal to the amount of distributions
received by the Holders during tha