Certain Provisions of the Partnership Agreement

(a) Partnership Distributions

Unless restricted by the terms of the Partnership’s credit facility and/or the indentures governing the Partnership’s 8.875% senior notes due 2018 (the “2018 Notes”) or the Partnership’s 7.125% senior notes due 2022 (the “2022 Notes” and, together with the 2018 Notes, “all senior unsecured notes”), the Partnership must make distributions of 100.0% of available cash, as defined in the Partnership's partnership agreement, within 45 days following the end of each quarter. Distributions will generally be made to the common unitholders and to the General Partner relative to their proportional share of ownership of the Partnership, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved.

Under the quarterly incentive distribution provisions, generally the Partnership’s General Partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23.0% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit. Incentive distributions totaling $1.3 million and $4.2 million were earned by the Company for the three and nine months ended September 30, 2013, respectively.

A summary of the Partnership's distribution activity relating to its common units and preferred units (which it pays in kind "PIK") for the nine months ended September 30, 2013 is provided below:



Declaration period	Distribution/unit		PIK Units Distributed (1)	Date paid/payable
Q4 2012	$	0.33	375,382	February 14, 2013
Q1 2013	$	0.33	384,731	May 13, 2013
Q2 2013	$	0.33	394,313	August 12, 2013
Q3 2013	$	0.34	—	November 12, 2013

(1) Represents distributions on preferred units paid-in-kind through the issuance of additional preferred units.

(b) Issuance of Common Units

In June 2013, the Partnership issued 8,280,000 common units representing limited partner interests in the Partnership (including 1,080,000 common units issued pursuant to the exercise of the underwriters' option to purchase additional common units) at a public offering price of $20.33 per common unit for net proceeds of $162.0 million. The net proceeds from the common unit offering were used for capital expenditures for currently identified projects, including the Cajun-Sibon NGL pipeline expansion, and for general partnership purposes. Pending such use, the Partnership repaid outstanding borrowings under its credit facility. The General Partner did not exercise its option to make a general partner contribution to maintain its then-current general partner percentage in connection with this offering.

In January 2013, the Partnership issued 8,625,000 common units representing limited partner interests in the Partnership at a public offering price of $15.15 per common unit for net proceeds of $125.4 million. Concurrent with the public offering, the Partnership issued 2,700,000 common units representing limited partner interests in the Partnership at an offering price of $14.55 per unit for net proceeds of $39.2 million. The net proceeds from both common unit offerings were used for capital expenditures, to repay bank borrowings and for general partnership purposes. The General Partner did not exercise its option to make a general partner contribution to maintain its then-current general partner percentage in connection with this offering.

In May 2013, the Partnership entered into an Equity Distribution Agreement (the “EDA”) with BMO Capital Markets Corp. (“BMOCM”). This EDA replaced the previous equity distribution agreement entered into in March 2013 between BMOCM and the Partnership. Pursuant to the terms of the EDA, the Partnership may from time to time, through BMOCM, as its sales agent, sell common units representing limited partner interests having an aggregate offering price of up to $75.0 million. Sales of such common units will be made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Global Select Market LLC at market prices, in block transactions or as otherwise agreed by BMOCM and the Partnership. Under the terms of the EDA, the Partnership may sell common units from time to time to BMOCM as principal for its own account at a price to be agreed upon at the time of sale. For any such sales, the Partnership will enter into a separate terms agreement with BMOCM.

Through September 30, 2013, the Partnership sold an aggregate of 3,370,486 common units under the EDA and prior equity distribution agreement with BMOCM, generating proceeds of approximately $62.9 million (net of approximately $0.9 million of commissions to BMOCM). The Partnership used the net proceeds for general partnership purposes, including working capital, capital expenditures and repayments of indebtedness.

The Company reflects changes in its ownership interest in the Partnership as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect the change in the Company’s ownership interest in the Partnership. Any difference between the fair value of the consideration received and the amount by which the non-controlling interest is adjusted is recognized in additional paid-in-capital ("APIC'). The Company’s book carrying amount per Partnership unit was below the price per unit received by the Partnership for its January 2013, June 2013 and EDA sales of common units, resulting in changes in equity of $31.7 million. The changes were recorded as an increase in APIC and a reduction in non-controlling interest during the period ended September 30, 2013. The Company also increased its deferred tax liability in the amount of $6.0 million relating to the difference between its book and tax investment in the Partnership with the offset to APIC.