APM QUALIFYING
SECURITIES TO:
(I)
IN THE CASE OF APM QUALIFYING SECURITIES
THAT ARE COMMON UNITS OR SUBORDINATED UNITS AND RIGHTS TO ACQUIRE UNITS, EITHER
(X) DURING THE FIRST FIVE YEARS OF ANY DEFERRAL PERIOD OR (Y) WITH RESPECT TO
DEFERRED DISTRIBUTIONS ATTRIBUTABLE TO THE FIRST FIVE YEARS OF ANY DEFERRAL
PERIOD (PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY AFTER THE NINTH
ANNIVERSARY OF THE COMMENCEMENT OF ANY
S-1
DEFERRAL PERIOD), TO A NUMBER OF COMMON UNITS, SUBORDINATED UNITS AND UNITS
PURCHASABLE UPON THE EXERCISE OF ANY RIGHTS TO ACQUIRE UNITS, WHICH, IN THE
AGGREGATE, DOES NOT EXCEED 2% OF THE OUTSTANDING NUMBER OF COMMON UNITS AND
SUBORDINATED UNITS (THE "COMMON CAP"); AND
(II)
IN THE CASE OF APM QUALIFYING SECURITIES
THAT ARE QUALIFYING PREFERRED UNITS, AN AMOUNT FROM THE ISSUANCE THEREOF
PURSUANT TO THE RELATED ALTERNATIVE PAYMENT MECHANISM (INCLUDING AT ANY POINT IN
TIME FROM ALL PRIOR ISSUANCES THEREOF PURSUANT TO SUCH ALTERNATIVE PAYMENT
MECHANISM) EQUAL TO 25% OF THE LIQUIDATION OR PRINCIPAL AMOUNT OF THE QUALIFYING
CAPITAL SECURITIES THAT ARE THE SUBJECT OF THE RELATED ALTERNATIVE PAYMENT
MECHANISM (THE "PREFERRED CAP");
(E)
IN THE CASE OF QUALIFYING CAPITAL
SECURITIES OTHER THAN QUALIFYING PREFERRED UNITS, INCLUDE A BANKRUPTCY CLAIM
LIMITATION PROVISION; AND
(F)
PERMIT THE PARTNERSHIP, AT ITS OPTION, TO
PROVIDE THAT IF THE PARTNERSHIP IS INVOLVED IN A MERGER, CONSOLIDATION,
AMALGAMATION, BINDING UNIT EXCHANGE OR CONVEYANCE, TRANSFER OR LEASE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO ANY OTHER PERSON OR A SIMILAR TRANSACTION (A
"BUSINESS COMBINATION") WHERE IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS
COMBINATION MORE THAN 50% OF THE SURVIVING OR RESULTING OR TRANSFEREE ENTITY'S
VOTING SECURITIES IS OWNED BY PERSONS OTHER THAN THE EQUITYHOLDERS IN THE
PARTNERSHIP IMMEDIATELY PRIOR TO GIVING EFFECT TO THE BUSINESS COMBINATION, THEN
CLAUSES (A), (B) AND (C) ABOVE WILL NOT APPLY TO ANY DEFERRAL PERIOD THAT IS
TERMINATED ON THE NEXT DISTRIBUTION DATE FOLLOWING THE DATE OF CONSUMMATION OF
THE BUSINESS COMBINATION; PROVIDED (AND IT BEING UNDERSTOOD) THAT:
(I)
THE ALTERNATIVE PAYMENT MECHANISM MAY AT
THE DISCRETION OF THE PARTNERSHIP INCLUDE A UNIT CAP LIMITING THE ISSUANCE OF
APM QUALIFYING SECURITIES CONSISTING OF COMMON UNITS, OR SUBORDINATED UNITS AND
QUALIFYING WARRANTS, IN EACH CASE TO A MAXIMUM ISSUANCE CAP TO BE SET AT THE
DISCRETION OF THE PARTNERSHIP; PROVIDED THAT SUCH MAXIMUM ISSUANCE CAP WILL BE
SUBJECT TO THE PARTNERSHIP'S AGREEMENT TO USE COMMERCIALLY REASONABLE EFFORTS TO
INCREASE THE MAXIMUM ISSUANCE CAP WHEN REACHED AND (X) SIMULTANEOUSLY SATISFY
ITS FUTURE FIXED OR CONTINGENT OBLIGATIONS UNDER OTHER SECURITIES AND DERIVATIVE
INSTRUMENTS THAT PROVIDE FOR SETTLEMENT OR PAYMENT IN COMMON UNITS OR
SUBORDINATED UNITS OR (Y) IF THE PARTNERSHIP CANNOT INCREASE THE MAXIMUM
ISSUANCE CAP AS CONTEMPLATED IN THE PRECEDING CLAUSE, BY REQUESTING THE BOARD TO
ADOPT A RESOLUTION FOR UNITHOLDER VOTE AT A UNITHOLDERS MEETING TO BE HELD
WITHIN THE NEXT 12 MONTHS TO INCREASE THE NUMBER OF UNITS OF AUTHORIZED COMMON
UNITS OR SUBORDINATED UNITS FOR PURPOSES OF SATISFYING ITS OBLIGATIONS TO PAY
DEFERRED DISTRIBUTIONS;
(II)
THE PARTNERSHIP