Agreement of Limited Partnership

We make quarterly distributions to holders of our general partner interests and limited partner interests based on Available Cash for the quarter as defined in our agreement of limited partnership. Available Cash is defined generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for future operating and capital needs) established as the General Partner determines in its reasonable discretion to be necessary or appropriate. Changes in working capital affect Available Cash as increases in the amount of cash invested in working capital items (such as increases in receivables or inventory and decreases in accounts payable) reduce Available Cash, while declines in the amount of cash invested in working capital items increase Available Cash. During the nine months ended September 30, 2017 and 2016, we declared and paid partnership distributions of $90.8 million and $208.5 million, respectively.

We receive 99% of the Operating Partnership's Available Cash (as defined in the Operating Partnership's agreement of limited partnership) and 1% of the Operating Partnership's Available Cash is distributed by the Operating Partnership to the General Partner and its affiliate, TLPH. Distributions recognized by the Operating Partnership with respect to the General Partner and TLPH were $0.4 million and $0.9 million for the three and nine months ended September 30, 2017, respectively, and $0.8 million and $2.1 million for the three and nine months ended September 30, 2016, respectively.

Pursuant to our agreement of limited partnership, distributions of our Available Cash are made 99.975% to common and Class B common unitholders and 0.025% to the General Partner except that the General Partner is entitled, as an incentive, to a larger percentage of our distribution of Available Cash to the extent that cumulative distributions of Available Cash exceed specified target levels above the Minimum Quarterly Distributions (MQD) of $0.605 per unit. The General Partner has assigned its right to receive such incentive distributions to an affiliate of the General Partner.

On November 1, 2017, we announced a cash distribution of $1.36 per common unit, payable on November 29, 2017 to holders of record as of November 15, 2017. In the third quarter of 2017, we exceeded the cumulative MQD amounts and will distribute Available Cash as summarized in the following table:



	Quarterly Income and Distribution Allocation
	Target Limit (per unit)		Target Increment (per unit)		Distribution Threshold (in millions) ⁽¹⁾		Common Units		Class B Common Units		General Partner ⁽²⁾		Total
Minimum Quarterly Distributions	$	0.605	$	0.605	$	11.3	98.990	%	0.985	%	0.025	%	100	%
First Target	0.715		0.110		13.4		98.990	%	0.985	%	0.025	%	100	%
Second Target	0.825		0.110		15.4		85.859	%	0.985	%	13.156	%	100	%
Third Target	1.045		0.220		19.5		75.758	%	0.985	%	23.257	%	100	%
Final Target and Beyond	>1.045		—		>19.5		50.505	%	0.985	%	48.510	%	100	%


⁽¹⁾	The Distribution Threshold represents the cumulative amount of Available Cash necessary to distribute the Target Limit per unit, as shown in the table above, to all unitholders and the General Partner based on the number of units outstanding as of September 30, 2017.


⁽²⁾	Reflects Minimum Quarterly Distributions and incentive distributions to the General Partner. The General Partner has assigned its right to incentive distributions to an affiliate of the General Partner.

The quarterly cash distributions to the unitholders and the General Partner declared during 2017 and 2016 are as follows:



Distribution		Common Units				Class B Common Units				General Partner		Total Distributions Declared
Declared in	Related to	Total		Per unit		Total		Per unit		Total		Total Distributions Declared
		(in millions, except per unit amounts)

First Quarter 2017	Fourth Quarter 2016	$	22.6	$	1.22	$	0.3	$	1.52	$	5.7	$	28.6
Second Quarter 2017	First Quarter 2017	17.9		0.97		0.2		1.04		1.4		19.5
Third Quarter 2017	Second Quarter 2017	29.6		1.60		0.4		2.26		12.7		42.7
Fourth Quarter 2017	Third Quarter 2017	25.1		1.36		0.3		1.79		8.4		33.8

First Quarter 2016	Fourth Quarter 2015	$	53.3	$	2.88	$	0.9	$	4.78	$	36.0	$	90.2
Second Quarter 2016	First Quarter 2016	28.0		1.51		0.4		2.09		11.1		39.5
Third Quarter 2016	Second Quarter 2016	47.7		2.58		0.7		4.17		30.4		78.8
Fourth Quarter 2016	Third Quarter 2016	32.7		1.77		0.5		2.60		15.8		49.0

As of September 30, 2017, the General Partner and its affiliates owned approximately 75.1% of our outstanding common units. When not more than 25% of our issued and outstanding common units are held by persons other than the General Partner and its affiliates (collectively, non-affiliated persons), as was the case at September 30, 2017, we, at the General Partner's sole discretion, may call, or assign to the General Partner or its affiliates, our right to acquire all, but not less than all, such outstanding common units held by non-affiliated persons. If the General Partner elects to acquire all outstanding common units, we are required to give at least 30 but not more than 60 days' notice of our decision to purchase the outstanding common units, and the purchase price per unit would be the greater of (1) the average of the previous 20 trading days' closing prices as of the date five days before the purchase is announced or (2) the highest price paid by the General Partner or any of its affiliates for any unit within the 90 days preceding the date the purchase is announced.