The holders of our Class B units have the right to elect the members of the board of directors of our general partner. The Davison Investor Group and our senior executive management team collectively own 100% of our Class B units, and James E. Davison, Jr. (34.1%) and James E. Davison, Sr. (23.9%) and certain of their family members and affiliates collectively own approximately 76.9% of our Class B units. To our knowledge, there are no arrangements or understandings with respect to the election of directors or otherwise between or among any members of either the former control group or the Davison Investor Group or their associates, including between or among any members of the Davison family.

(b) In connection with the Quintana Investor Group's disposition of substantially all of its remaining investment in us pursuant to the change in control transaction described in Item 5.01 of this Current Report on Form 8-K, on October 8, 2012, the following Quintana Investor Group directors resigned from the board of directors of our general partner - Robert C. Sturdivant, William K. Robertson, Carl A. Thomason, and S. James Nelson.

The Davison family exerts significant influence over us and may have conflicts of interest with us and may be permitted to favor its interests to the detriment of our other unitholders.

James E. Davison, Sr. and James E. Davison, Jr., each of whom is a director of our general partner, and certain of their family members and affiliates own approximately 17.2% of our Common Units - Class A and 76.9% of our Common Units
- Class B. The Davison family is able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control most matters requiring board approval, such as business strategies, mergers, business combinations, acquisitions or dispositions of significant assets, issuances of additional partnership securities, incurrence of debt or other financing and the payment of distributions. In addition, the continued existence of a controlling group may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire us, which may adversely affect the market price of our common units. Further, conflicts of interest may arise between us and other entities for which members of the Davison family serve as officers or directors. In resolving any conflicts that may arise, such members of the Davison family may favor the interests of another entity over our interests.

The Davison family owns, controls and has interests in diverse companies, some of which may (or could in the future) compete directly or indirectly with us. As a result, the Davison family's interests may not always be consistent with our interests or the interests of our other unitholders. The Davison family could also pursue acquisitions or business opportunities that may be complementary to our business. Our organizational documents allow the holders of our units (including affiliates, like the Davisons) to take advantage of such corporate opportunities without first presenting such opportunities to us. As a result, corporate opportunities that may benefit us may not be available to us in a timely manner, or at all. To the extent that conflicts of interest may arise among us and members of the Davison family, those conflicts may be resolved in a manner adverse to us or you. Other potential conflicts may involve, among others, the following situations:

•         our general partner is allowed to take into account the interest of
          parties other than us, such as one or more of its affiliates, in
          resolving conflicts of interest;


•         our general partner may limit its liability and reduce its fiduciary
          duties, while also restricting the remedies available to our
          unitholders for actions that, without such limitations, might
          constitute breaches of fiduciary duty;


•         our general partner determines the amount and timing of asset purchases
          and sales, capital expenditures, borrowings, issuance of additional
          partnership securities, reimbursements and enforcement of obligations
          to the general partner and its affiliates, retention of counsel,
          accountants and service providers, and cash reserves, each of which can
          also affect the amount of cash that is distributed to our unitholders;
          and


•         our general partner determines which costs incurred by it and its
          affiliates are reimbursable by us and the reimbursement of these costs
          and of any services provided by our general partner could adversely
          affect our ability to pay cash distributions to our unitholders.