control of the General Partner, and each Person, if any, that subsequently acquires control of the General Partner, is hereinafter referred to as a New GP
Owner) and (b) Robert G. Phillips has ceased to be the Chief Executive Officer of the General Partner; (ii) the Common Units are no longer listed or admitted for trading on the New York Stock Exchange or another National
Securities Exchange; (iiiii) a Cash COC Event; (iviii) any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or more series of related
transactions, of all or substantially all of the properties or assets of the Partnership to any Person; or (viv) any dissolution or liquidation of the Partnership (other than in connection with a bankruptcy
proceeding or a statutory winding up); provided, if a Change of Control under clause (i) of this definition has occurred, and one or more Preferred Holders has elected, pursuant to Section 5.8(e)(ii)(C), to continue to hold
Preferred Units, then, with respect to each such Preferred Holder, a Change of Control shall also mean the occurrence of any of the following events: (a) a New GP Owner has ceased, directly or indirectly, in one or more series of related
transactions, to control the General Partner; or (b) if there is no New GP Owner, any merger, consolidation or other combination of the Partnership with another entity in which the Partnership is not the surviving entity.
Accordingly, after giving effect to the Proposed Amendment, definition of Change of Control in Section 1.1 of the Partnership
Agreement would read as follows:
Change of Control means the occurrence of any of the following events:
(i) the Common Units are no longer listed or admitted for trading on the New York Stock Exchange or another National Securities Exchange; (ii) a Cash COC Event; (iii) any direct or indirect sale, lease, transfer, conveyance or other
disposition, in one or more series of related transactions, of all or substantially all of the properties or assets of the Partnership to any Person; or (iv) any dissolution or liquidation of the Partnership (other than in connection with a
bankruptcy proceeding or a statutory winding up).
If the Requisite Consents are received by the Tabulation Agent through ATOP (and not
revoked) and any other conditions set forth in this Consent Solicitation Statement are satisfied or waived, as applicable, then the AR Partnership Agreement will include the Proposed Amendment and, upon the Effective Time, the
AR Partnership Agreement will become effective and all holders of the Preferred Stock will be bound by the terms and conditions of the AR Partnership Agreement (i.e., the AR Partnership Agreement, inclusive of the Proposed Amendment,
will govern the terms of the Preferred Units held by all holders and their transferees, regardless of whether such holders have consented to the Proposed Amendment).
We have established the close of business on May 14, 2021 as the record date (the Record Date) for determining those
Preferred Holders entitled to vote on and, therefore, submit Consents with respect to the Proposal and the Proposed Amendment. For the Proposal and the Proposed Amendment to be approved, affirmative Consents with respect to the Proposal and the
Proposed Amendment must be received by the Tabulation Agent through ATOP from holders of at least two-thirds of the issued and outstanding Preferred Units.
The Board of Directors of the Managing General Partner (the Board) has determined that adoption and approval of the
Proposed Amendment and the Proposal are in the best interests of the Partnership, declared the Proposed Amendment advisable, and directed that the Proposed Amendment and the Proposal be submitted to the Preferred Holders for approval.
The Board recommends that all Preferred Holders consent to the Proposed Amendment and the Proposal by electronically delivering their Consents in
accordance with DTCs ATOP procedures. See The Consent Solicitation How to Consent.
To be counted, your
properly submitted Consent must be received by the Tabulation Agent on or before 5:00 p.m., Eastern Time, on June 7, 2021 (the Expiration Date), subject to early termination or extension of the Expiration Date at the discretion
of the Managing General Partner. CONSENTS MAY BE REVOKED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AT ANY TIME PRIOR TO THE EARLIER OF THE EFFECTIVE TIME OR THE EXPIRATION DATE, BUT NOT THEREAFTER.