Common use of Distributions of Available Cash From Operating Surplus Clause in Contracts

Distributions of Available Cash From Operating Surplus. (a) Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto: (i) First, to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, to the General Partner in a percentage equal to its Percentage Interest plus 13%, and the remainder Pro Rata to the Unitholders, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; and (iv) Thereafter, to the General Partner in a percentage equal to its Percentage Interest plus 23%, and the remainder Pro Rata to the Unitholders; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(iv).

Distributions of Available Cash From Operating Surplus. (a) During the Eight Quarter Period. Available Cash with respect to any Quarter within the Eight Quarter Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.56.5 shall, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Securities issued pursuant thereto: (i) First, to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iiA) Second, to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A Preferred Units, Pro Rata, a percentage equal to its 100% less the General Partner's Percentage Interest plus 13%, and the remainder Pro Rata to the UnitholdersInterest, until there has been distributed in respect of each Series A Preferred Unit then Outstanding an amount equal to the excess of the Second Target Series A Quarterly Distribution over the First Target Distribution for such Quarter; andAmount; (ivii) ThereafterSecond, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A Preferred Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest, until there has been distributed in respect of each Series A Preferred Unit then Outstanding an amount equal to the Series A Cumulative Distribution Arrearage; and (iii) Thereafter, (A) to the General Partner in accordance with its Percentage Interest plus 23%, and the remainder Pro Rata (B) to the Unitholders; providedUnitholders holding Common Units, howeverPro Rata, if a percentage equal to 100% less the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(iv)General Partner's Percentage Interest.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.14(b)(i) or Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto: (i) First, 98% to all Unitholders, Pro Rata, and 2% to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, 85% to all Unitholders, Pro Rata, and 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner and Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, 75% to all Unitholders, Pro Rata, and 23% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner in a percentage equal to its Percentage Interest plus 13%, and the remainder Pro Rata to the Unitholders, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; and (iv) Thereafter, 50% to all Unitholders, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner in a percentage equal to its Percentage Interest plus 23%, and the remainder Pro Rata to the UnitholdersPartner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(iv). (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted commencing with the payment date of the first quarterly distribution declared and paid after the BP Acquisition Closing Date (the “BP Incremental IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the BP Incremental IDR Reduction Date and the seven quarterly distributions declared and paid following the BP Incremental IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $3,750,000 per quarter, and (ii) thereafter, such distributions shall be reduced by $2,500,000 per quarter; provided, however, that (A) in no event shall the reduction pursuant to Section 6.4(e)(i) or (ii) cause the Incentive Distribution with respect to the applicable quarter to be reduced below the total amount of Incentive Distributions paid (excluding any adjustments pursuant to Section 6.4(b), (c) and (d)) with respect to the quarter ended September 30, 2011, and (B) any portion of the potential reductions provided for in Section 6.4(e)(i) or (ii) that are not given effect by virtue of the limitation set forth in clause (A) immediately preceding, or by virtue of the fact that no distributions are made with respect to a quarter, shall not cumulate or otherwise have any effect on Incentive Distributions made with respect to future periods. (f) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted commencing with the payment date of the first quarterly distribution declared and paid after the PNG Merger Effective Date (the “PNG Merger IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the PNG Merger IDR Reduction Date and the seven quarterly distributions declared and paid following the PNG Merger IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $3,000,000 per quarter, (ii) for the four quarterly distributions declared and paid thereafter, such distributions shall be reduced by $2,500,000 per quarter, and (iii) thereafter, such distributions shall be reduced by $1,250,000 per quarter; provided, however, that (A) in no event shall the reduction pursuant to Section 6.4(f)(i), (ii) or (iii) cause the Incentive Distribution with respect to the applicable quarter to be reduced below the total amount of Incentive Distributions paid (excluding any adjustments pursuant to Section 6.4(b), (c), (d) and (e)) with respect to the quarter ended September 30, 2013, and (B) any portion of the potential reductions provided for in Section 6.4(f)(i), (ii) or (iii) that are not given effect by virtue of the limitation set forth in clause (A) immediately preceding, or by virtue of the fact that no distributions are made with respect to a quarter, shall not cumulate or otherwise have any effect on Incentive Distributions made with respect to future periods. For avoidance of doubt, the reduction shall be an aggregate of $24 million for the first eight quarters (commencing with and including the PNG Merger IDR Reduction Date), $10 million for the next four quarters and $1.25 million per quarter thereafter. (g) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted as set forth in the next sentence. For the quarterly distribution paid on the Series A IDR Reduction Commencement Date and every quarterly payment date thereafter, the distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by an amount equal to the Series A IDR Reduction Amount.

Distributions of Available Cash From Operating Surplus. (a) Subject to Section 16.3, Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, 6.5 shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto: (i) First, to the General Partner and Unitholders in accordance with their respective Percentage Interests all Unitholders, Pro Rata, until there has been distributed in respect of each such Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, to the General Partner and Unitholders in accordance with their respective Percentage Interests all Unitholders, Pro Rata, until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, (x) 87% to the General Partner in a percentage equal to its Percentage Interest plus 13%and all Unitholders, Pro Rata, and the remainder Pro Rata (y) 13% to the UnitholdersIDR Holders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; and (iv) Thereafter, (x) 77% to the General Partner in a percentage equal to its Percentage Interest plus 23%and all Unitholders, Pro Rata, and the remainder Pro Rata (y) 23% to the UnitholdersIDR Holders, Pro Rata; provided, however, if to the Minimum Quarterly Distributionextent any Incentive Distribution Units are not Vested Incentive Distribution Units or are held by the Partnership in treasury Section 6.4, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus amounts distributable with respect to such Incentive Distribution Units shall either be retained by the Partnership as a cash reserve for any Quarter will be made solely in accordance with permissible Partnership use or distributed to the Unitholders, the General Partner and the IDR Holders Section 6.4(a)(iv6.4(a) (taking into account, for the purpose of determining whether an amount has been distributed Section 6.4).; provided, further,