Included in Management's Discussion and Analysis are the following sections:

· Overview

· Available Cash before Reserves

· Results of Operations

· Acquisitions in 2008

· Liquidity and Capital Resources

· Commitments and Off-Balance Sheet Arrangements

· New Accounting Pronouncements

In the discussions that follow, we will focus on two measures that we use to manage our business and to review the results of our operations. Those two measures are segment margin and Available Cash before Reserves. Our profitability depends to a significant extent upon our ability to maximize segment margin. Segment margin is revenues less cost of sales and operating expenses (excluding depreciation and amortization) plus our equity in the operating income of joint ventures. A reconciliation of segment margin to income from continuing operations is included in our segment disclosures in Note 11 to the consolidated financial statements.

Available Cash before Reserves (a non-GAAP measure) is net income as adjusted for specific items, the most significant of which are the elimination of gains and losses on asset sales (except those from the sale of surplus assets), the addition of non-cash expenses (such as depreciation), the substitution of cash generated by our joint ventures in lieu of our equity income attributable to our joint ventures, and the subtraction of maintenance capital expenditures, which are expenditures that are necessary to sustain existing (but not to provide new sources of) cash flows. For additional information on Available Cash before Reserves and a reconciliation of this measure to cash flows from operations, see "Liquidity and Capital Resources - Non-GAAP Financial Measure" below.

Overview

In the third quarter of 2008, we reported net income of $10.8 million, or $0.25 per common unit. Non-cash depreciation and amortization totaling $18.1 million reduced net income during the third quarter. For the nine months ended September 30, 2008, we generated net income of $19.7 million, or $0.47 per common unit.

During the third quarter of 2008, we generated $23.6 million of Available Cash before Reserves, and we will distribute $13.7 million to holders of our common units and general partner for the third quarter. During the third quarter of 2008, cash provided by operating activities was $33.5 million.

The third quarter of 2008 was the fourth full quarter that included the operations acquired from the Davison family in July 2007. The increases in Available Cash before Reserves resulting from this acquisition enabled us to declare our thirteenth consecutive increase in our quarterly distribution. On October 10, 2008, we announced that our distribution to our common unitholders relative to the third quarter of 2008 will be $0.3225 per unit (to be paid in November 2008). This distribution amount represents a 19% increase from our distribution of $0.27 per unit for the third quarter of 2007. During the third quarter of 2008, we paid a distribution of $0.315 per unit related to the second quarter of 2008.

The current economic crisis has restricted the availability of credit and access to capital in our business environment. We are monitoring the impact that these conditions may have on our operations. We believe that our current cash balances, future internally-generated funds and funds available under our credit facility will provide sufficient resources to meet our working capital liquidity needs for the foreseeable future. With the current conditions in the credit and equity markets, there may be limits on our ability to issue new debt or equity financing.

Available Cash before Reserves

Available Cash before Reserves for the three and nine months ended September 30, 2008 is as follows (in thousands):

                                                               Three Months     Nine Months
                                                                  Ended            Ended
                                                                September        September
                                                                 30, 2008         30, 2008
Net income                                                     $     10,763     $     19,736
Depreciation and amortization                                        18,100           51,610
Cash received from direct financing leases not included in
income                                                                  893            1,437
Cash effects of sales of certain assets                                 147              573
Effects of available cash generated by investments in joint
ventures not included in income                                         401            1,467
Cash effects of stock appreciation rights plan                         (113 )           (384 )
Loss on asset disposals                                                 (58 )             36
Non-cash tax expense (benefits)                                      (2,462 )         (3,388 )
Other non-cash credits                                               (2,136 )         (2,596 )
Maintenance capital expenditures                                     (1,983 )         (2,967 )
Available Cash before Reserves                                 $     23,552     $     65,524

We have reconciled Available Cash before Reserves (a non-GAAP measure) to cash flow from operating activities (the GAAP measure) for the three and nine months ended September 30, 2008 below. For the three and nine months ended September 30, 2008, cash flows provided by operating activities were $33.5 million and $56.2 million, respectively.

This quarterly report includes the financial measure of Available Cash before Reserves, which is a "non-GAAP" measure because it is not contemplated by or referenced in accounting principles generally accepted in the U.S., also referred to as GAAP. The accompanying schedule provides a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. Our non-GAAP financial measure should not be considered as an alternative to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance. We believe that investors benefit from having access to the same financial measures being utilized by management, lenders, analysts, and other market participants.

Available Cash before Reserves, also referred to as discretionary cash flow, is commonly used as a supplemental financial measure by management and by external users of financial statements, such as investors, commercial banks, research analysts and rating agencies, to assess: (1) the financial performance of our assets without regard to financing methods, capital structures, or historical cost basis; (2) the ability of our assets to generate cash sufficient to pay interest cost and support our indebtedness; (3) our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure; and (4) the viability of projects and the overall rates of return on alternative investment opportunities. Because Available Cash before Reserves excludes some, but not all, items that affect net income or loss and because these measures may vary among other companies, the Available Cash before Reserves data presented in this Quarterly Report on Form 10-Q may not be comparable to similarly titled measures of other companies. The GAAP measure most directly comparable to Available Cash before Reserves is net cash provided by operating activities.

Available Cash before Reserves is a liquidity measure used by our management to compare cash flows generated by us to the cash distribution paid to our limited partners and general partner. This is an important financial measure to our public unitholders since it is an indicator of our ability to provide a cash return on their investment. Specifically, this financial measure aids investors in determining whether or not we are generating cash flows at a level that can support a quarterly cash distribution to the partners. Lastly, Available Cash before Reserves (also referred to as distributable cash flow) is the quantitative standard used throughout the investment community with respect to publicly-traded partnerships.

The reconciliation of Available Cash before Reserves (a non-GAAP liquidity measure) to cash flow from operating activities (the GAAP measure) for the three and nine months ended September 30, 2008, is as follows (in thousands):