• its determination whether or not to consent to any merger or consolidation of the partnership or
amendment to the partnership agreement.
By purchasing a common unit, a common unitholder will agree to become bound by the provisions in the
partnership agreement, including the provisions discussed above.
Our partnership agreement restricts the remedies available to holders of our common units for actions
taken by our general partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that restrict the remedies available to unitholders for
actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. For example,
our partnership agreement:
• provides that our general partner will not have any liability to us or our unitholders for decisions made
in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was
in the best interests of our partnership;
• generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the
special committee of the board of directors of our general partner and not involving a vote of unitholders
must be on terms no less favorable to us than those generally being provided to or available from
unrelated third parties or must be “fair and reasonable” to us, as determined by our general partner in
good faith and that, in determining whether a transaction or resolution is “fair and reasonable,” our
general partner may consider the totality of the relationships between the parties involved, including
other transactions that may be particularly advantageous or beneficial to us; and provides that our
general partner and its officers and directors will not be liable for monetary damages to us, our limited
partners or assignees for any acts or omissions unless there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that the general partner or those other
persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter,
acted with knowledge that the conduct was criminal.
Our general partner may elect to cause us to issue Class B units to it in connection with a resetting of the
target distribution levels related to our general partner’s incentive distribution rights without the approval
of the special committee of our general partner or holders of our common units. This may result in lower
distributions to holders of our common units in certain situations.
Our general partner currently has the right to reset the initial cash target distribution levels at higher levels
based on the distribution at the time of the exercise of the reset election. Following a reset election by our
general partner, the minimum quarterly distribution amount will be reset to an amount equal to the average cash
distribution amount per common unit for the two fiscal quarters immediately preceding the reset election (such
amount is referred to as the “reset minimum quarterly distribution”) and the target distribution levels will be
reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly
distribution amount. Currently, our distribution to our general partner related to its incentive distribution rights
is at the highest level.
In connection with resetting these target distribution levels, our general partner will be entitled to receive a
number of Class B units. The Class B units will be entitled to the same cash distributions per unit as our
common units and will be convertible into an equal number of common units. The number of Class B units to
be issued will be equal to that number of common units whose aggregate quarterly cash distributions equaled
the average of the distributions to our general partner on the incentive distribution rights in the prior two
quarters. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions
or internal growth projects that would not be sufficiently accretive to cash distributions per common unit
without such conversion; however, it is possible that our general partner could exercise this reset election at a
time when it is experiencing, or may be expected to experience, declines in the cash distributions it receives
related to its incentive distribution rights and may therefore desire to be issued our Class B units, which are
entitled to receive cash distributions from us on the same priority as our common units, rather than retain the
right to receive incentive distributions based on the initial target distribution levels. As a result, in certain
situations, a reset election may cause our common unitholders to experience dilution in the amount of cash
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