Control of our general partner may be transferred to a third party without unitholder consent.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or
substantially all of its assets without the consent of the unitholders. Furthermore, our partnership agreement
does not restrict the ability of the owners of our general partner from transferring all or a portion of their
respective ownership interest in our general partner to a third party. The new owners of our general partner
would then be in a position to replace the board of directors and officers of the general partner with its own
choices and thereby influence the decisions taken by the board of directors and officers.
We may issue additional units without unitholders’ approval, which would dilute unitholders’ existing
ownership interests.
Our partnership agreement does not limit the number of additional limited partner interests that we may
issue at any time without the approval of our unitholders. The issuance by us of additional common units or
other equity securities of equal or senior rank will have the following effects:
• our unitholders’ proportionate ownership interest in us will decrease;
• the amount of cash available for distribution on each unit may decrease;
• the ratio of taxable income to distributions may increase;
• the relative voting strength of each previously outstanding unit may be diminished; and
• the market price of the common units may decline.
Our general partner including its affiliates may sell units in the public or private markets, which could
reduce the market price of our outstanding common units.
If our general partner or its affiliates holding unregistered units were to dispose of a substantial portion of
these units in the public market, whether in a single transaction or series of transactions, it could reduce the
market price of our outstanding common units. In addition, these sales, or the possibility that these sales may
occur, could make it more difficult for us to sell our common units in the future.
Our general partner has a limited call right that may require the unitholders to sell their units at an
undesirable time or price.
If at any time our general partner and its affiliates own more than 80% of the common units, our general
partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire
all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-
current market price. As a result, the unitholders may be required to sell their common units at an undesirable
time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon
a sale of their units.
The liability of holders of limited partner interests may not be limited if a court finds that unitholder
action constitutes control of our business.
A general partner of a partnership generally has unlimited liability for the obligations of the partnership,
except for those contractual obligations of the partnership that are expressly made without recourse to the
general partner. Our partnership is organized under Delaware law and we conduct business in a number of other
states. The limitations on the liability of holders of limited partner interests for the obligations of a limited
partnership have not been clearly established in some of the other states in which we do business. Holders of
limited partner interests could be liable for any and all of our obligations as if such holder were a general
partner if:
• a court or government agency determined that we were conducting business in a state but had not
complied with that particular state’s partnership statute; or
• the right of holders of limited partner interests to act with other unitholders to remove or replace the
general partner, to approve some amendments to our partnership agreement or to take other actions
under our partnership agreement constitute “control” of our business.
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