Agreement of Limited Partnership

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 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 changes in the amount of cash invested in working capital items (such as increases in inventory and decreases in accounts payable) reduce Available Cash, while declines in the amount of cash invested in working capital items increase Available Cash. We declared and paid distributions of $304.1 million, $465.2 million and $558.3 million to our partners in 2014, 2013 and 2012, respectively.

We receive 99% of the Available Cash from the Operating Partnership and 1% is distributed to its General Partner. Cash distributions from the Operating Partnership generally represent the Operating Partnership's Available Cash from operations. Our cash distributions are made 99.975% to common and Class B common unitholders and 0.025% to the General Partner except when cumulative distributions of Available Cash exceed specified target levels above the Minimum Quarterly Distributions (MQD) of $0.605 per unit. Under such circumstances, the General Partner is entitled to receive Incentive Distribution Rights.

On February 6, 2015, we announced a $2.50 cash distribution per common unit, payable on February 27, 2015 to holders of record as of February 17, 2015. In the fourth quarter of 2014, we exceeded the cumulative MQD amounts and will distribute Available Cash as summarized in the following table:



	Income and Distribution Allocation
	Target Limit		Target Increment		Common Units		Class B Common Units		General Partner		Total
Minimum Quarterly Distributions	$	0.605	$	0.605	98.990	%	0.985	%	0.025	%	100.00	%
First Target	0.715		0.110		98.990	%	0.985	%	0.025	%	100.00	%
Second Target	0.825		0.110		85.859	%	0.985	%	13.156	%	100.00	%
Third Target	1.045		0.220		75.758	%	0.985	%	23.257	%	100.00	%
Final Target and Beyond	>1.045		—		50.505	%	0.985	%	48.510	%	100.00	%

The General Partner is required to remit the majority of cash distributions it receives from the Partnership, in excess of its 1% Partnership equity interest, to an affiliated company.

The quarterly cash distributions to the unitholders and the General Partner declared in 2014 and 2013 are as follows:



		Common Units				Class B Common Units				General Partner		Total Distributions Declared
		Total		Per unit		Total		Per unit		Total		Total Distributions Declared
		(in millions, except per unit amounts)
2014
	First Quarter	$	38.8	$	2.10	$	0.6	$	3.24	$	21.7	$	61.1
	Second Quarter	55.8		3.01		0.9		5.03		38.3		95.0
	Third Quarter	57.5		3.11		1.0		5.22		40.1		98.6
	Fourth Quarter	33.0		1.78		0.4		2.61		16.0		49.4
2013
	First Quarter	$	67.2	$	3.63	$	1.2	$	6.25	$	49.5	$	117.9
	Second Quarter	86.6		4.68		1.5		8.31		68.6		156.7
	Third Quarter	74.4		4.02		1.3		7.00		56.5		132.2
	Fourth Quarter	37.4		2.02		0.6		3.09		20.4		58.4

As of December 31, 2014, the General Partner and its affiliates owned 75.3% of our outstanding units. When not more than 25% of our issued and outstanding units are held by non-affiliates of the General Partner, we, at the General Partner's sole discretion, may call, or assign to the General Partner or its affiliates, our right to acquire all such outstanding units held by non-affiliated persons. If the General Partner elects to acquire all outstanding units, we are required to give at least 30 but not more than 60 days' notice of our decision to purchase the outstanding units. The purchase price per unit will 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.