CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OFDESIGNATION OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF CLASS D CONVERTIBLEPREFERRED UNITS March 12, 2014
Exhibit 4.2
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF DESIGNATION OF
THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL, AND OTHER SPECIAL RIGHTS AND
QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF
OF
CLASS D CONVERTIBLE PREFERRED UNITS
March 12, 2014
ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the Partnership), 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 resolution, which remains in full force and effect as of the date hereof:
RESOLVED, the Certificate of Designation of the Class D Convertible Preferred Units of the Partnership dated as of May 7, 2013 (the Certificate of Designation), be and hereby is amended as follows:
Section 1 of the Certificate of Designation is amended to increase the number of units designated as the Class D Convertible Preferred Units from Thirteen Million, Four Hundred and Forty-Five Thousand, Three Hundred and Thirty-Eight (13,445,383) to Sixteen Million (16,000,000).
IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed as of the date first above written.
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 |
[Signature Page to Amendment No. 1 to APL Class D Certificate of Designation]