Common use of Contributions by the General Partner and its Affiliates Clause in Contracts

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 285,714 General Partner Units representing the 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (B) the Incentive Distribution Rights; (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 285,714 General Partner Units representing the 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (B) the Incentive Distribution Rights; (ii) WXX XXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Xxxxxxxx Energy, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Xxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Xxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) , the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, a 2.0% interest in the Operating Company, in exchange for (Ai) 285,714 498,518 General Partner Units representing the a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (Bii) the Incentive Distribution Rights; (ii) WXX shall agree . On the Closing Date and pursuant to contribute all of its ownership interest in Carbonate Trend Pipeline LLC the Contribution Agreement, the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. shall agree to contribute a 23.398.0% member interest in Discovery Producer Services LLC to the Partnership, as a Capital ContributionOperating Company, in exchange for (Ai) 715,693 3,213,713 Common Units and Units, representing a 12.9% Limited Partner Interest in the Partnership, (Bii) 2,504,925 12,213,713 Subordinated Units; , representing a 49.0% Limited Partner Interest in the Partnership, (iii) the Partnership’s assumption of $265.0 million of the Organizational Limited Partner’s existing debt, (iv) Wxxxxxxx Discovery Pipeline LLC shall agree the right to contribute a 16.7% member interest in Discovery Producer Services LLC to receive $7.5 million sourced from new debt incurred by the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; Partnership and (v) Wxxxxxxx Partners Holdings LLC shall agree the right to contribute all receive $38.5 million in cash, a portion of its member interests in Mid-Continent Fractionation and Storage, LLC which will be used to reimburse the Organizational Limited Partner for certain capital expenditures incurred with respect to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Unitsassets it contributed to the Partnership pursuant to Treasury Regulation Section 1.707-4(d). (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than (i) the Common Units issued in the Initial Public Offering, (ii) the Common Units, Subordinated Units and Incentive Distribution Rights issued pursuant to Section 5.2(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner UnitsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iA) the quotient determined by dividing (Ax) the General Partner’s Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 100 less the General Partner’s Percentage Interest times (ii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Except as set forth in Any Capital Contribution pursuant to this Section 5.2(c5.2(b) and Article XII, shall be evidenced by the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses issuance to the General Partner pursuant to Section 7.4(b), the of a proportionate number of additional General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such dateUnits. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 285,714 General Partner Units representing the 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (B) the Incentive Distribution Rights; (ii) WXX WES shall agree to contribute cxxxribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Williams Energy, L.L.C. shall L.L.X. xxxxl agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Williams Discovery Pipeline Pxxxxxxx LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Williams Partners Holdings LLC Hoxxxxxx XLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP- A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP- A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP- B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP- B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP- C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP- C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Unitsthe right to receive 51.1971577% of the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to 7. Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion 5.11 of the Environmental Indemnity Obligation shall be treated Partnership Agreement is hereby amended and restated in its entirety as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.follows:

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: : (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, a 1.137% ownership interest in Zydeco, a 0.806% ownership interest in Mars, a 1.381% ownership interest in Bengal, and a 0.045% ownership interest in Colonial in exchange for (Aw) 285,714 2,754,084 General Partner Units representing the a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and Agreement, (Bx) the Incentive Distribution Rights, (y) a right to receive approximately $2.2 million as a reimbursement for certain capital expenditures pursuant to Treasury Regulation Section 1.707-4(d), and (z) a right to receive approximately $16.3 million; and (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC Holdings contributed to the Partnership, as a Capital Contribution, a 39.194% ownership interest in Zydeco, a 27.794% ownership interest in Mars, a 47.619% ownership interest in Bengal, and a 1.567% ownership interest in Colonial in exchange for (Ai) 253,557 21,475,068 Common Units and (Bwhich gives effect to the full exercise of the Underwriters’ Option) 887,450 (ii) 67,475,068 Subordinated Units; , (iii) Wxxxxxxx Energy, L.L.C. shall agree a right to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, receive $76,035,961 as a Capital Contributionreimbursement for certain capital expenditures pursuant to Treasury Regulation Section 1.707-4(d), in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree a right to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Unitsreceive $697,111,029. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than (i) the Common Units issued in the Initial Public Offering, (ii) the Common Units, Subordinated Units and Incentive Distribution Rights issued pursuant to Section 5.2(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner UnitsInterest, make additional Capital Contributions in up to an amount equal to the product obtained by multiplying (iA) the quotient determined by dividing (Ax) the General Partner’s Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 100 less the General Partner’s Percentage Interest times (ii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Global Companies LLC in exchange for (A) 285,714 General Partner Units representing the 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (B) the Incentive Distribution Rights; (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC Chelsea Terminal Limited Partnership contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Chelsea Sandwich LLC in exchange for (A) 253,557 94,659 Common Units and (B) 887,450 Subordinated Units719,409 subordinated units; (iii) Wxxxxxxx EnergySandwich Terminal, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Chelsea Sandwich LLC in exchange for (A) 715,693 1,114 Common Units and (B) 2,504,925 Subordinated Units8,464 subordinated units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC Global Petroleum Corp. contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Global Companies LLC and Global Montello Group LLC in exchange for (A) 345,567 226,736 Common Units and (B) 1,209,486 Subordinated Units1,723,196 subordinated units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC Montello Oil Corporation contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Global Companies LLC and Global Montello Group LLC in exchange for (A) 685,183 308,552 Common Units and (B) 2,398,139 Subordinated 2,344,992 subordinated units; (vi) Xxxxx Holdings LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Global Companies LLC and Global Montello Group LLC in exchange for (A) 74,242 Common Units and (B) 564,242 subordinated units; and (vii) Xxxxx Holdings II LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Global Companies LLC and Global Montello Group LLC in exchange for (A) 37,121 Common Units and (B) 282,121 subordinated units. The subordinated units of the Partnership have since converted into Common Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP-A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP-B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP-C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Unitsthe right to receive 51.1971577% of the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to 7. Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion 5.11 of the Environmental Indemnity Obligation shall be treated Partnership Agreement is hereby amended and restated in its entirety as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.follows:

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP‑A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP‑A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP‑B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP‑B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP‑C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP‑C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Unitsthe right to receive 51.1971577% of the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in exchange for a proportionate number of General Partner Unitsorder to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) , the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, a 2% membership interest in Tallgrass MLP Operations, LLC in exchange for (Ai) 285,714 826,531 General Partner Units representing the a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (Bii) the Incentive Distribution Rights; (ii) WXX shall agree . On the Closing Date and pursuant to contribute all of its ownership interest in Carbonate Trend Pipeline LLC the Contribution Agreement, Tallgrass Operations contributed to the Partnership, as a Capital Contribution, a 98% membership interest in Tallgrass MLP Operations, LLC in exchange for (i) 9,292,500 Common Units, (ii) 16,200,000 Subordinated Units, (iii) a right to receive approximately $85.5 million in part as a reimbursement for certain capital expenditures incurred with respect to the assets of Tallgrass MLP Operations, LLC pursuant to Treasury Regulation Section 1.707-4(d) and (iv) the right to receive the Deferred Issuance and Distribution upon the earlier to occur of (A) 253,557 Common Units and the expiration of the Over-Allotment Option or (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. shall agree to contribute a 23.3% member interest the exercise in Discovery Producer Services LLC to full of the Partnership, as a Capital Contribution, in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in MidOver-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated UnitsAllotment Option. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the The General Partner shall not be obligated have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to make any additional Capital Contributions to the Partnership. (c) On each date provided Partnership in exchange for reimbursement of expenses additional General Partner Units at any time to the extent necessary to maintain or attain a 2% General Partner pursuant Interest. The price to Section 7.4(b), be paid for the additional General Partner Units shall contribute be an amount to the Partnership, as a Capital Contribution, per General Partner Unit equal to the amount Current Market Price of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion Common Unit as of the Environmental Indemnity Obligation shall be treated as a day such Capital Contribution to the Partnership by the General Partner in the amount of such paymentis actually made.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in DCP Assets Holdings, LP, a Delaware limited partnership (“DCP LP Holdings”), in exchange for (A) 285,714 357,143 General Partner Units representing the a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and Agreement, (B) the Incentive Distribution Rights, (C) the right to receive $4.3 million to reimburse the General Partner for certain capital expenditures and (D) the right to receive $183.0 million from the net proceeds of borrowings by the Operating Partnership on the Closing Date pursuant to the Credit Agreement; and (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC DCP LP Holdings contributed to the Partnership, as a Capital Contribution, all of its limited partner interests in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx EnergyDCP Assets Holdings, L.L.C. shall agree to contribute LP, a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital ContributionDelaware limited partnership, in exchange for (A) 715,693 1,357,143 Common Units, 7,142,857 Subordinated Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree the right to contribute a 16.7% member interest receive $4.3 million in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange reimbursement for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Unitscertain capital expenditures. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over-Allotment Option, the Common Units and Subordinated Units issued pursuant to Section 5.2(a), any Class B Units issued pursuant to Section 5.11 and any Common Units issued upon conversion of Class B Units, Class C Units or Class D Units), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP-A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP-B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP-C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Units.the right to receive 51.1971577% of the Deferred Issuance and Distribution. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in exchange for a proportionate number of General Partner Unitsorder to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, all of its ownership interests in New Xxxxxx and Xxxxxx XX LLC in exchange for (A) 285,714 138,776 General Partner Units representing the 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX the Xxxxxx Xxxx DST Trust shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, all of its ownership interest in New Xxxxxx in exchange for (A) 253,557 148,721 Common Units Units, and (B) 887,450 842,752 Subordinated UnitsUnits and (C) the right to receive reimbursement of certain capitalized expenditures; (iii) Wxxxxxxx Energy, L.L.C. the Xxxxxx Xxxx HJ Trust shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, all of its ownership interest in New Xxxxxx in exchange for (A) 715,693 99,147 Common Units, (B) 561,834 Subordinated Units and (BC) 2,504,925 Subordinated Unitsthe right to receive reimbursement of certain capitalized expenditures; (iv) Wxxxxxxx Discovery Pipeline LLC Equity Financial shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, all of its ownership interest in New Xxxxxx in exchange for (A) 345,567 5,059 Common Units, (B) 28,665 Subordinated Units and (BC) 1,209,486 Subordinated Unitsthe right to receive reimbursement of certain capitalized expenditures; and (v) Wxxxxxxx Partners Holdings LLC New Continental shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, all of its interests in Xxxxxx XX LLC and the remaining interest in Xxxxxx XX LLC in exchange for (A) 685,183 467,073 Common Units, (B) 2,646,749 Subordinated Units and (BC) 2,398,139 Subordinated Unitsthe right to receive reimbursement of certain capitalized expenditures; and (vi) the Partnership shall make a cash contribution to New Xxxxxx and a cash contribution to Continental LP, in each case to repay outstanding indebtedness and a cash contribution to Operating Company to replenish working capital. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over-Allotment Option and the Common Units and Subordinated Units issued pursuant to Section 5.2(a)), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, a 4% interest in Targa North Texas GP LLC, a Delaware limited liability company (“North Texas GP”), in exchange for (A) 285,714 578,127 General Partner Units representing the a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (B) the Incentive Distribution Rights; (ii) WXX Targa GP Inc. shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, a 96% interest in North Texas GP, in exchange for (A) 253,557 Common Units and (B) 887,450 5,475,052 Subordinated Units; , and (iii) Wxxxxxxx Energy, L.L.C. Targa LP Inc. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 715,693 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member all of its interest in Discovery Producer Services LLC to the PartnershipTarga North Texas LP, as a Capital ContributionDelaware limited partnership, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 6,053,179 Subordinated Units. (b) Upon the issuance of additional Common Units pursuant to the Over-Allotment Option, the Partnership will issue to the General Partner that number of additional General Partner Units equal to 2/98ths of the number of Common Units so issued pursuant to the Over-Allotment Option, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. (c) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over-Allotment Option, the Subordinated Units issued pursuant to Section 5.2(a), any Class B Units issued pursuant to Section 5.11 and any Common Units issued upon conversion of Class B Units), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution and Conveyance Agreement: , (i) the Predecessor General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its interest in Magellan Ammonia Pipeline, L.P. (formerly known as Xxxxxxxx Ammonia Pipeline, L.P.), a Delaware limited partnership, and all of its interest in Magellan Terminals Holdings, L.P. (formerly known as Xxxxxxxx Terminals Holdings, L.P.), a Delaware limited partnership, in exchange for (A) 285,714 General Partner Units representing the 2% continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; , (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC Xxxxxxxx Natural Gas Liquids, Inc., contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 253,557 645,002 Common Units and (B) 887,450 2,181,002 Subordinated Units; Units and (iii) Wxxxxxxx EnergyXxxxxxxx Energy Services, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 715,693 2,714,386 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 9,178,386 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the issuance of the Common Units issued in the Initial Offering or pursuant to the Over-Allotment Option), the General Partner may, in exchange for a proportionate number of General Partner Units, shall be required to make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the 2/98ths of any amount contributed to the Partnership by the Table of Contents Limited Partners in exchange for such additional Limited Partner Interests, but only to the extent necessary such that the General Partner’s Capital Account is equal to 2% of the total of all Capital Accounts following such issuance. Except as set forth in Section 5.2(c) the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Assumed Environmental Indemnity Obligation Indemnification Obligations shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP-A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP-B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP-C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Unitsthe right to receive 51.1971577% of the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in exchange for a proportionate number of General Partner Unitsorder to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. ‌ (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its ownership interests in DCP Assets Holdings, LP, a Delaware limited partnership (“DCP LP Holdings”), in exchange for (A) 285,714 357,143 General Partner Units representing the a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and Agreement, (B) the Incentive Distribution Rights, (C) the right to receive $4.3 million to reimburse the General Partner for certain capital expenditures and (D) the right to receive $183.0 million from the net proceeds of borrowings by the Operating Partnership on the Closing Date pursuant to the Credit Agreement; and (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC DCP LP Holdings contributed to the Partnership, as a Capital Contribution, all of its limited partner interests in exchange for (A) 253,557 Common Units and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx EnergyDCP Assets Holdings, L.L.C. shall agree to contribute LP, a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital ContributionDelaware limited partnership, in exchange for (A) 715,693 1,357,143 Common Units, 7,142,857 Subordinated Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree the right to contribute a 16.7% member interest receive $4.3 million in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange reimbursement for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 Subordinated Unitscertain capital expenditures. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over- Allotment Option, the Common Units and Subordinated Units issued pursuant to Section 5.2(a), any Class B Units issued pursuant to Section 5.11 and any Common Units issued upon conversion of Class B Units, Class C Units or Class D Units), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution and Conveyance Agreement: , (i) the Predecessor General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its interest in Magellan Ammonia Pipeline, L.P. (formerly known as Xxxxxxxx Ammonia Pipeline, L.P.), a Delaware limited partnership, and all of its interest in Magellan Terminals Holdings, L.P. (formerly known as Xxxxxxxx Terminals Holdings, L.P.), a Delaware limited partnership, in exchange for (A) 285,714 General Partner Units representing the 2% continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; , (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC Xxxxxxxx Natural Gas Liquids, Inc., contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 253,557 322,501 Common Units and (B) 887,450 1,090,501 Subordinated Units; Units and (iii) Wxxxxxxx EnergyXxxxxxxx Energy Services, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 715,693 1,357,193 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 4,589,193 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the issuance of the Common Units issued in the Initial Offering or pursuant to the Over-Allotment Option), the General Partner may, in exchange for a proportionate number of General Partner Units, shall be required to make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests, but only to the extent necessary such that the General Partner’s Capital Account is equal to 2% of the total of all Capital Accounts following such issuance. Except as set forth in Section 5.2(c) the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Assumed Environmental Indemnity Obligation Indemnification Obligations shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution and Conveyance Agreement: , (i) the Predecessor General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, all of its interest in Magellan Ammonia Pipeline, L.P. (formerly known as Xxxxxxxx Ammonia Pipeline, L.P.), a Delaware limited partnership, and all of its interest in Magellan Terminals Holdings, L.P. (formerly known as Xxxxxxxx Terminals Holdings, L.P.), a Delaware limited partnership, in exchange for (A) 285,714 General Partner Units representing the 2% continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; , (ii) WXX shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC Xxxxxxxx Natural Gas Liquids, Inc., contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 253,557 645,002 Common Units and (B) 887,450 2,181,002 Subordinated Units; Units and (iii) Wxxxxxxx EnergyXxxxxxxx Energy Services, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC contributed to the Partnership, as a Capital Contribution, all of its limited partner interest in Magellan OLP in exchange for (A) 715,693 2,714,386 Common Units and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, in exchange for (A) 345,567 Common Units and (B) 1,209,486 Subordinated Units; and (v) Wxxxxxxx Partners Holdings LLC shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, in exchange for (A) 685,183 Common Units and (B) 2,398,139 9,178,386 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than the issuance of the Common Units issued in the Initial Offering or pursuant to the Over-Allotment Option), the General Partner may, in exchange for a proportionate number of General Partner Units, shall be required to make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests, but only to the extent necessary such that the General Partner’s Capital Account is equal to 2% of the total of all Capital Accounts following such issuance. Except as set forth in Section 5.2(c) the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Assumed Environmental Indemnity Obligation Indemnification Obligations shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) , the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC contributed to the Partnership, as a Capital Contribution, its 14.0% membership interest in EP LLC in exchange for (Ai) 285,714 1,175,102 General Partner Units representing the a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Underwriters’ Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (Bii) the Incentive Distribution Rights; (ii) WXX shall agree . On the Closing Date and pursuant to contribute all of its ownership interest in Carbonate Trend Pipeline LLC the Contribution Agreement, VTDC contributed to the Partnership, as a Capital Contribution, its 86.0% membership interest in EP LLC in exchange for (i) 2,070,019 Common Units, (ii) 5,164,289 Subordinated Units and (iii) the right to receive its respective Deferred Issuance Percentage upon the earlier to occur of (A) 253,557 Common Units the expiration of the Underwriters’ Option and (B) 887,450 Subordinated Units; (iii) Wxxxxxxx Energythe exercise in full of the Underwriters’ Option. On the Closing Date and pursuant to the Contribution Agreement, L.L.C. shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC Premcor Pipeline contributed to the Partnership, as a Capital Contribution, 100% of the outstanding membership interests in each of Xxxxx LLC, PAPS LLC and MKS Logistics in exchange for (i) 7,734,994 Common Units, (ii) 19,297,278 Subordinated Units and (iii) the right to receive its respective Deferred Issuance Percentage upon the earlier to occur of (A) 715,693 Common Units the expiration of the Underwriters’ Option and (B) 2,504,925 Subordinated Units; (iv) Wxxxxxxx Discovery Pipeline LLC shall agree the exercise in full of the Underwriters’ Option. On the Closing Date and pursuant to contribute a 16.7% member interest in Discovery Producer Services LLC the Contribution Agreement, VRCT contributed to the Partnership, as a Capital Contribution, 100% of the outstanding membership interests in Memphis LLC in exchange for (i) 1,015,474 Common Units, (ii) 2,533,407 Subordinated Units and (iii) the right to receive its respective Deferred Issuance Percentage upon the earlier to occur of (A) 345,567 Common Units the expiration of the Underwriters’ Option and (B) 1,209,486 Subordinated Units; the exercise in full of the Underwriters’ Option. On the Closing Date and (v) Wxxxxxxx Partners Holdings LLC shall agree pursuant to contribute all of its member interests in Mid-Continent Fractionation and Storagethe Contribution Agreement, LLC Premcor Refining contributed to the Partnership, as a Capital Contribution, 100% of the outstanding membership interests in West Memphis LLC in exchange for (i) 719,502 Common Units, (ii) 1,795,075 Subordinated Units and (iii) the right to receive its respective Deferred Issuance Percentage upon the earlier to occur of (A) 685,183 Common Units the expiration of the Underwriters’ Option and (B) 2,398,139 Subordinated Unitsthe exercise in full of the Underwriters’ Option. (b) Upon the issuance of any additional Limited Partner Interests by the PartnershipPartnership (other than (i) the Common Units issued in the Initial Public Offering, (ii) the Common Units, Subordinated Units and Incentive Distribution Rights issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner UnitsInterest, make additional Capital Contributions in up to an amount equal to the product obtained by multiplying (iA) the quotient determined by dividing (Ax) the General Partner’s Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 100 less the General Partner’s Percentage Interest times (ii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) 285,714 a continuation of its General Partner Units representing the Interest equal to a 2% General Partner InterestPercentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (B) the Incentive Distribution Rights; (ii) WXX Chesapeake Holdings shall agree to contribute all of its ownership interest in Carbonate Trend Pipeline LLC to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for (A) 253,557 23,913,061 Common Units and (B) 887,450 34,538,061 Subordinated Units; (iii) Wxxxxxxx Energy, L.L.C. GIP- A shall agree to contribute a 23.3% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP- A LP Interest (as defined in the Contribution Agreement) in exchange for (A) 715,693 7,287,810 Common Units, 12,144,753 Subordinated Units and (B) 2,504,925 Subordinated Unitsthe right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) Wxxxxxxx Discovery Pipeline LLC GIP- B shall agree to contribute a 16.7% member interest in Discovery Producer Services LLC to the Partnership, as a Capital Contribution, the GIP- B LP Interest (as defined in the Contribution Agreement) in exchange for (A) 345,567 2,826,853 Common Units, 4,710,802 Subordinated Units and (B) 1,209,486 Subordinated Unitsthe right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) Wxxxxxxx Partners Holdings LLC GIP- C shall agree to contribute all of its member interests in Mid-Continent Fractionation and Storage, LLC to the Partnership, as a Capital Contribution, the GIP- C LP Interest (as defined in the Contribution Agreement) in exchange for (A) 685,183 10,610,898 Common Units, 17,682,506 Subordinated Units and (B) 2,398,139 Subordinated Unitsthe right to receive 51.1971577% of the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 5.2(c) and Article XII12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date. (d) Each payment by the General Partner or an Affiliate (other than a Group Member) in satisfaction of all or any portion of the Environmental Indemnity Obligation shall be treated as a Capital Contribution to the Partnership by the General Partner in the amount of such payment.