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CERTIFICATE OF DESIGNATION OF
THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED UNITS AND
QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF
12% CUMULATIVE CLASS C PREFERRED UNITS
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