THIRD AMENDMENT TO THE OMNIBUS AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO THE OMNIBUS AGREEMENT

This Third Amendment (this “Third Amendment”) to the Omnibus Agreement (as amended, the “Omnibus Agreement”) by and among Xxxxxxxx 66 Company (“Company”), on behalf of itself and the other Xxxxxxxx 66 Entities (as defined in the Omnibus Agreement), Xxxxxxxx 66 Pipeline LLC (“Pipeline”), Xxxxxxxx 66 Partners LP (the “Partnership”), Xxxxxxxx 66 Partners Holdings LLC (“Holdings”), Xxxxxxxx 66 Carrier LLC (“Carrier”) and Philips 66 Partners GP LLC (the “General Partner”) is dated as of the 2^nd day of March, 2015.

WHEREAS, the Parties entered into that certain First Amendment and Second Amendment to the Omnibus Agreement effective as of March 1, 2014, and December 1, 2014, respectively; and

WHEREAS, the Parties seek to amend the Omnibus Agreement to include certain additional assets acquired by the Partnership in the first quarter of 2015.

NOW THEREFORE, for and in consideration of the forgoing, the mutual covenants, terms and conditions of the Agreement, as amended by this Third Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Unless otherwise noted, the capitalized terms used herein shall have the definitions set forth in the Omnibus Agreement.

2. Section 4.01(a) of the Omnibus Agreement is hereby amended and restated in its entirety as follows:

“(a) Company agrees to provide, and agrees to cause its Affiliates to provide, on behalf of the General Partner and for the Partnership Group’s benefit, the Services (such Services to be provided, to the extent applicable, in connection with the Assets and any other assets acquired or developed by the Partnership Group from time to time). As consideration for the Services, the Partnership will pay Company an operational and administrative support fee of $2,474,166.67 per Month (as adjusted pursuant to Section 4.01(b) and (c), the “Operational and Administrative Support Fee”), payable without discount no later than the 21st Day of the Month in which Services are rendered, provided that if such Day is not a Business Day, then the Partnership shall pay such amount without interest on the next Business Day. If the Effective Date is any day other than the first day of a Month, or if this Agreement is terminated on any day other than the last day of a Month, then the Operational and Administrative Support Fee for the relevant Month shall be prorated based on the ratio of the number of days in the relevant partial Month to the number of days in the relevant full Month.”

3. This Third Amendment shall be effective as of March 2, 2015.     

4. Except as expressly set forth herein, all other terms and conditions of the Omnibus Agreement shall remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Third Amendment as of the date first above written.

XXXXXXXX 66 COMPANY
By:	/s/ X. X. Xxxxxx
	X.X. Xxxxxx
	President

Signature Page to Third Amendment to the Omnibus Agreement

XXXXXXXX 66 PIPELINE LLC
By:	/s/ Xxxx Xxxxxx
	Xxxx Xxxxxx
	President

Signature Page to Third Amendment to the Omnibus Agreement

XXXXXXXX 66 PARTNERS LP
By:	Xxxxxxxx 66 Partners GP, LLC, General Partner of Xxxxxxxx 66 Partners LP
By:	/s/ X.X. Xxxxxxx
	X.X. Xxxxxxx
	Vice President and Chief Operating Officer

XXXXXXXX 66 PARTNERS GP, LLC
By:	/s/ X.X. Xxxxxxx
	X.X. Xxxxxxx
	Vice President and Chief Operating Officer

XXXXXXXX 66 PARTNERS HOLDINGS LLC
By:	Xxxxxxxx 66 Partners LP, Sole Member of Xxxxxxxx 66 Partners Holdings LLC
By:	Xxxxxxxx 66 Partners GP, LLC, General Partner of Xxxxxxxx 66 Partners LP
By:	/s/ X.X. Xxxxxxx
	X.X. Xxxxxxx
	Vice President and Chief Operating Officer

Signature Page to Third Amendment to the Omnibus Agreement

XXXXXXXX 66 CARRIER LLC
By:	Xxxxxxxx 66 Partners Holdings LLC, Sole Member of Xxxxxxxx 66 Carrier LLC
By:	Xxxxxxxx 66 Partners LP, Sole Member of Xxxxxxxx 66 Partners Holdings LLC
By:	Xxxxxxxx 66 Partners GP, LLC, General Partner of Xxxxxxxx 66 Partners LP
By:	/s/ X.X. Xxxxxxx
	X.X. Xxxxxxx
	Vice President and Chief Operating Officer

Signature Page to Third Amendment to the Omnibus Agreement