Agreement of Limited Partnership

Ownership of TNCLP is composed of the general partner interest and the limited partner interests (see Note 1—Background and Basis of Presentation). Holders of common units and Class B common units do not have preemptive rights. Holders of common units are entitled to one vote per common unit with respect to each matter on which holders of common units are entitled to vote. The Class B common units have no voting rights on any matter. Unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. Unitholders have no right to elect the General Partner or the TNGP Board of Directors on an annual or other continuing basis. Furthermore, the General Partner may only be removed by a vote of the holders of at least 66 2/3% of our outstanding common units, including any common units held by the General Partner and its affiliates (including CF Industries). Given that the General Partner and its affiliates own approximately 75.1% of our outstanding common units, holders of our publicly traded common units are not able to remove the General Partner under any circumstances.

The General Partner and its affiliates own 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 December 31, 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.

On February 7, 2018, TNCLP announced that, in accordance with Section 17.1 of the TNCLP Partnership Agreement, TNGP elected to exercise the right, assigned to TNGP by TNCLP, to purchase all of the issued and outstanding common units representing limited partner interests in TNCLP not already owned by TNGP or its affiliates (the Public Units).

TNGP will purchase the Public Units on April 2, 2018 for a cash purchase price of $84.033 per Public Unit. The purchase price was determined in accordance with Section 17.1 of the TNCLP Partnership Agreement as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018.

As of April 2, 2018, all rights of the holders of the Public Units will cease, except for the right to receive payment of the purchase price. Upon completion of the purchase on April 2, 2018, TNGP will own 100 percent of the Public Units and will be entitled to all of the benefits resulting from the Public Units. In addition, upon completion of the purchase, the common units representing limited partner interests in TNCLP will cease to be publicly traded or listed on the NYSE.

We make quarterly distributions to holders of our general partner interest and limited partner interests based on Available Cash for the quarter as defined in the TNCLP Partnership Agreement. 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 years ended December 31, 2017, 2016 and 2015, we declared and paid partnership distributions of $124.6 million, $257.5 million and $294.8 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 $1.2 million, $2.6 million and $2.9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Pursuant to the TNCLP Partnership Agreement, 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 February 7, 2018, we announced a cash distribution of $2.03 per common unit, payable on February 28, 2018 to holders of record as of February 16, 2018. As a result of TNGP’s exercise of the right to purchase the Public Units, there will be no further cash distributions on the common units after the distribution payable February 28, 2018.

In the fourth 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	%

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⁽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 December 31, 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.

We paid distributions of $5.15, $8.74 and $9.75 per common unit during 2017, 2016 and 2015, respectively. We also paid distributions of $6.61, $13.64 and $15.61 per Class B common unit during 2017, 2016 and 2015, respectively.

The quarterly cash distributions to the unitholders and the General Partner declared to date in 2018 and 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 2018	Fourth Quarter 2017	$	37.6	$	2.03	$	0.6	$	3.10	$	20.4	$	58.6

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	25.2		1.36		0.3		1.79		8.3		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