CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 2.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

by and among

XXXXXXXX 66 COMPANY

XXXXXXXX 66 PARTNERS GP LLC

XXXXXXXX 66 PIPELINE LLC

and

XXXXXXXX 66 PARTNERS LP

dated as of

February 13, 2015

TABLE OF CONTENTS

						Page
	ARTICLE I			DEFINITIONS			1
	ARTICLE II			CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS			7
	2.1			Contributions			7
	2.2			Consideration			8
	2.3			Effective Time of Conveyances			8
	2.4			Assumed Liabilities			8
	2.5			Excluded Liabilities			8
	2.6			Transaction Taxes			9
	2.7			Distributions			9
	ARTICLE III			REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES			9
	3.1			Organization and Existence			9
	3.2			Authority and Approval; Enforceability			10
	3.3			No Conflict			11
	3.4			Consents			12
	3.5			Laws and Regulations; Litigation			12
	3.6			Management Projections and Budgets			13
	3.7			Environmental Matters			13
	3.8			Contributed Interests			14
	3.9			Brokerage Arrangements			15
	3.10			Contracts			15
	3.11			Assets			15
	3.12			Investment			15
	3.13			Taxes			16
	3.14			Financial Statements			16
	3.15			Outstanding Capital Commitments			17
	3.16			No Adverse Changes			17
	3.17			No Preferential Rights			17
	3.18			No Other Representations or Warranties; Schedules			17

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	ARTICLE IV			REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP			17
	4.1			Organization and Existence			17
	4.2			Authority and Approval; Enforceability			18
	4.3			Delivery of Fairness Opinion			18
	4.4			Brokerage Arrangements			18
	4.5			New Common Units and New GP Units			18
	ARTICLE V			COVENANTS, ETC			18
	5.1			Certain Actions			18
	5.2			Financial Statements			19
	5.3			Independent Investigation			19
	5.4			Post-Closing Payments			20
	5.5			Financing Cooperation			20
	5.6			Further Assurances			20
	5.7			NYSE Listing			20
	5.8			Tax Covenants			21
	5.9			Consents			22
	ARTICLE VI			CONDITIONS TO CLOSING			22
	6.1			Conditions to Each Party’s Obligation to Effect the Transactions			22
	6.2			Conditions to the Obligation of the Partnership			22
	6.3			Conditions to the Obligation of the Contributing Parties			23
	ARTICLE VII			CLOSING			23
	7.1			Closing			23
	7.2			Deliveries by the Contributing Parties			24
	7.3			Deliveries by the Partnership			24
	ARTICLE VIII			INDEMNIFICATION			25
	8.1			Indemnification of the Contributing Parties and Other Parties			25
	8.2			Indemnification of the Partnership and Other Parties			25
	8.3			Demands			26
	8.4			Right to Contest and Defend			26
	8.5			Cooperation			27
	8.6			Right to Participate			27
	8.7			Payment of Damages			27
	8.8			Limitations on Indemnification			27

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	8.9			Survival			28
	8.10			Sole Remedy			28
	8.11			Express Negligence Rule			28
	8.12			Knowledge			29
	8.13			Consideration Adjustment			29
	ARTICLE IX			TERMINATION			29
	9.1			Events of Termination			29
	9.2			Effect of Termination			29
	ARTICLE X			MISCELLANEOUS			30
	10.1			Expenses			30
	10.2			Deed; Xxxx of Sale; Assignment			30
	10.3			Right of Offset			30
	10.4			Notices			30
	10.5			Governing Law			31
	10.6			Public Statements			31
	10.7			Form of Payment			31
	10.8			Entire Agreement; Amendments and Waivers			31
	10.9			Binding Effect and Assignment			31
	10.10			Severability			31
	10.11			Interpretation			32
	10.12			Headings and Schedules			32
	10.13			Counterparts			32
	10.14			Consent of Conflicts Committee			32

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EXHIBITS AND SCHEDULES

Exhibit A-1		Form of Assignment of Membership Interest (Sand Hills)
Exhibit A-2		Form of Assignment of Membership Interest (Southern Hills)
Exhibit B		Form of Omnibus Agreement Amendment
Schedule 1.1		Permitted Liens
Schedule 3.4		Consents
Schedule 3.8		Restrictions on Contributed Interests
Schedule 3.16		Adverse Changes
Schedule 6.2(d)		Required Consents

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This Contribution, Conveyance and Assumption Agreement (this “Agreement”) is made and entered into as of February 13, 2015 by and among Xxxxxxxx 66 Company, a Delaware corporation (“P66 Company”), Xxxxxxxx 66 Pipeline LLC (“Pipeline” and, together with P66 Company, the “Contributing Parties”), Xxxxxxxx 66 Partners GP LLC, a Delaware limited liability company (the “General Partner”), and Xxxxxxxx 66 Partners LP, a Delaware limited partnership (the “Partnership”). P66 Company, Pipeline, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, P66 Company owns a 8.5721% equity interest in Explorer Pipeline Company (“Explorer”) and Pipeline owns a 10.8850% equity interest in Explorer (collectively, the “Explorer Interests”);

WHEREAS, P66 Company owns 100% of the limited liability company interests in Pipeline, and Pipeline owns 100% of the limited liability company interests in each of Xxxxxxxx 66 Sand Hills LLC (“P66 Sand Hills”) and Xxxxxxxx 66 Southern Hills LLC (“P66 Southern Hills” and, together with P66 Sand Hills, the “Contributed Entities”), each a Delaware limited liability company and each disregarded as an entity separate from P66 Company for U.S. federal income tax purposes;

WHEREAS, the Contributing Parties intend to contribute the Explorer Interests, and Pipeline intends to contribute the Contributed Entities, to the Partnership in exchange for the consideration and on the other terms and conditions set forth in this Agreement;

WHEREAS, as of the Effective Time (as defined below), each of the events and transactions set forth in Section 2.1 below shall occur; and

WHEREAS, as of the Closing, each of the Contributed Entities will be merged with and into Xxxxxxxx 66 Partners Holdings, LLC, a Delaware limited liability company and wholly owned Subsidiary (as defined below) of the Partnership (“Holdings”), with Holdings continuing as the surviving limited liability company.

NOW, THEREFORE, in consideration of the mutual undertakings and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms below:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that (a) with

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respect to the Contributing Parties, the term “Affiliate” shall not include any Group Member, (b) with respect to the Partnership Group, the term “Affiliate” shall not include the Contributing Parties or any of their respective Subsidiaries (other than a Group Member) and (c) the Contributed Entities shall be deemed to be Affiliates of the Contributing Parties before the Effective Time and Affiliates of the Partnership Group on and after the Effective Time.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“ASC 805-50” has the meaning set forth in Section 5.2.

“Assignment of Membership Interest (Sand Hills)” means that certain Assignment of Membership Interest in the form attached as Exhibit A-1 hereto.

“Assignment of Membership Interest (Southern Hills)” means that certain Assignment of Membership Interest in the form attached as Exhibit A-2 hereto.

“Assumed Liabilities” has the meaning set forth in Section 2.4.

“Cap” has the meaning set forth in Section 8.8(a).

“Carrier” means Xxxxxxxx 66 Carrier, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Partnership.

“Cash Consideration” has the meaning set forth in Section 2.2.

“Closing” has the meaning set forth in Section 7.1.

“Closing Date” has the meaning set forth in Section 7.1.

“Code” has the meaning set forth in Section 3.13(e).

“Commission” means the United States Securities and Exchange Commission.

“Common Units” has the meaning set forth in the Partnership Agreement.

“Conflicts Committee” has the meaning set forth in Section 3.6.

“Consent” has the meaning set forth in Section 3.4.

“Contract” means any contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, settlement, Permit or other legally binding agreement.

“Contributed Entities” has the meaning set forth in the recitals to this Agreement.

“Contributed Interests” has the meaning set forth in Section 2.1(d).

“Contributing Parties” has the meaning set forth in the preamble to this Agreement.

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“Control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Damages” has the meaning set forth in Section 8.1.

“Deductible” has the meaning set forth in Section 8.8(a).

“DCP Sand Hills” has the meaning set forth in Section 3.8(d).

“DCP Southern Hills” has the meaning set forth in Section 3.8(d).

“Effective Time” means 12:01 a.m. local time in Houston, Texas on the Closing Date, or such other time mutually agreed to by the Parties in writing.

“Environmental Laws” means any and all applicable federal, state and local laws and regulations and other legally enforceable requirements and rules of common law relating to the prevention of pollution or protection of human health or the environment or imposing liability or standards of conduct concerning any Hazardous Materials.

“Excluded Liabilities” has the meaning set forth in Section 2.5.

“Explorer” has the meaning set forth in the recitals to this Agreement.

“Explorer Interests” has the meaning set forth in the recitals to this Agreement.

“Financial Advisor” has the meaning set forth in Section 3.6.

“Financial Statements” has the meaning set forth in Section 5.2.

“Financial and Operational Information” has the meaning set forth in Section 3.6.

“Financing” has the meaning set forth in Section 5.5.

“Fundamental Representations” has the meaning set forth in Section 8.9(a).

“General Partner” has the meaning set forth in the preamble to this Agreement.

“General Partner Units” has the meaning set forth in the Partnership Agreement.

“Governmental Approval” has the meaning set forth in Section 3.4.

“Governmental Authority” means (a) the United States of America or any state or political subdivision thereof within the United States of America and (b) any court or any governmental or administrative department, commission, board, bureau or agency of the United States of America or of any state or political subdivision thereof within the United States of America.

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“GP Contribution” has the meaning set forth in Section 2.1(a).

“Group Member” means a member of the Partnership Group.

“Hazardous Material” means (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any polychlorinated biphenyl and (e) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law.

“Holdings” has the meaning set forth in the recitals to this Agreement.

“Indemnity Claim” has the meaning set forth in Section 8.3.

“Joint Venture Companies” means Explorer, DCP Sand Hills and DCP Southern Hills, collectively.

“Joint Venture Company Financial Statements” has the meaning set forth in Section 3.14.

“JV Assets” means, collectively: (a) the Sand Hills natural gas liquids pipeline system consisting of approximately 720 miles of 20-inch pipeline and approximately 220 miles of laterals, extending from the Permian Basin to Mont Belvieu, Texas; (b) the Southern Hills natural gas liquids pipeline system consisting of approximately 800 miles of 16-inch pipeline and approximately 190 miles of laterals, extending from North Texas, Kansas and Oklahoma to Mont Belvieu, Texas; (c) the Explorer petroleum products pipeline system consisting of approximately 1,830 miles of pipeline, extending from the Gulf Coast to the Midwest; and (d) all other assets owned, held, used or held for use by any Joint Venture Company or its Affiliates in connection with the operation of such pipeline systems referred to in clauses (a) through (c).

“JV Interests” means the Sand Hills Interest and the Southern Hills Interest.

“Liability” or “Liabilities” means any direct or indirect liability, indebtedness, obligation, cost, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, matured or unmatured, asserted or unasserted, accrued or unaccrued, due or to become due, liquidated or unliquidated.

“Lien” means any security interest, lien, deed of trust, mortgage, pledge, charge, claim, restriction, easement, encumbrance or other similar interest or right.

“Litigation” has the meaning set forth in Section 3.5.

“Material Adverse Effect” means any change, circumstance, effect or condition that (a) is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations, as applicable, of the Contributed Entities or the Joint Venture Companies, taken as a whole, or (b) materially adversely affects, or could reasonably be expected to materially adversely affect, the Contributing Parties’ ability to satisfy their respective obligations under the Transaction Documents.

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“Material Contract” means (a) any Transportation Agreement that, as of the date hereof, is reasonably expected to result in revenues to any Joint Venture Company in an amount greater than $15,000,000 during any calendar year, (b) any Contract relating to the ownership, use or operation of the JV Assets that, as of the date hereof, is reasonably expected to provide for revenues to or require commitments from any Joint Venture Company in an amount greater than $15,000,000 during any calendar year, and (c) any other Contract (other than any Contract granting any Permits, servitudes, easements or rights-of-way) affecting the ownership, use or operation of the JV Assets, the loss of which could, individually or in the aggregate, have a Material Adverse Effect.

“New Common Units” has the meaning set forth in Section 2.2.

“New GP Units” means a number of General Partner Units having an aggregate value equal to the amount required to maintain the General Partner’s 2% general partner interest in the Partnership as of the Closing.

“NYSE” has the meaning set forth in Section 5.7.

“Omnibus Agreement” means that certain Omnibus Agreement dated effective July 26, 2013, as amended, by and among P66 Company, the Partnership, Carrier, Holdings, Pipeline and the General Partner.

“Omnibus Agreement Amendment” means that certain Third Amendment to the Omnibus Agreement in the form attached as Exhibit B hereto.

“Operator” means, with respect to DCP Sand Hills and DCP Southern Hills, DCP Midstream Partners, LP, and with respect to Explorer, Explorer Pipeline Company.

“P66 Closing Certificate” has the meaning set forth in Section 6.2(c).

“P66 Company” has the meaning set forth in the preamble to this Agreement.

“P66 Company Contribution” has the meaning set forth in Section 2.1(c).

“P66 Indemnitees” has the meaning set forth in Section 8.1.

“P66 Sand Hills” has the meaning set forth in the recitals to this Agreement.

“P66 Southern Hills” has the meaning set forth in the recitals to this Agreement.

“Partnership” has the meaning set forth in the preamble to this Agreement.

“Partnership Agreement” means that certain First Amended and Restated Agreement of Limited Partnership of Xxxxxxxx 66 Partners LP, dated as of July 26, 2013.

“Partnership Closing Certificate” has the meaning set forth in Section 6.3(c).

“Partnership Group” means, collectively, the Partnership and its Subsidiaries.

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“Partnership Indemnitees” has the meaning set forth in Section 8.2.

“Partnership Material Adverse Effect” means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permits” means permits, licenses, certificates, orders, approvals, authorizations, grants, consents, concessions, warrants, franchises and similar rights and privileges.

“Permitted Liens” means (i) those Liens set forth in Schedule 1.1, (ii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established in accordance with U.S. generally accepted accounting principles, (iii) Liens securing debt of any of the Contributed Entities that will be released prior to or as of the Effective Time and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the businesses of the Contributed Entities, the Joint Venture Companies or the ownership of the Contributed Interests or the JV Interests.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Pipeline” has the meaning set forth in the preamble to this Agreement.

“Pipeline Contribution” has the meaning set forth in Section 2.1(d).

“Preferential Right” means any right or agreement that enables any Person to purchase or acquire, including by way of the exercise of a right of first refusal, right of first offer, or similar right, the Contributed Interests or any portion of or interest in the Contributed Interests as a result of or in connection with (a) the sale, assignment or other transfer of the Contributed Interests, (b) the execution, delivery or performance of this Agreement or (c) the consummation of the transactions contemplated hereby.

“Sand Hills Interest” has the meaning set forth in Section 3.8(d).

“Securities Act” has the meaning set forth in Section 3.12.

“Southern Hills Interest” has the meaning set forth in Section 3.8(d).

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such

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Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the general partner interests of such partnership is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof; or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Tax” or “Taxes” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof.

“Tax Authority” means any Governmental Authority having jurisdiction over the payment or reporting of any Tax.

“Tax Proceeding” has the meaning set forth in Section 5.8(b).

“Tax Return” means any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes.

“Transaction Debt” has the meaning set forth in Section 5.8(c).

“Transaction Documents” means this Agreement and the Omnibus Agreement Amendment.

“Transaction Taxes” has the meaning set forth in Section 2.6.

“Transportation Agreements” means those certain Contracts between DCP Sand Hills, DCP Southern Hills, Explorer or their respective Operators, on the one hand, and the shippers party thereto, on the other hand, providing for take-or-pay or other volume commitments of specified volumes of natural gas liquids, refined products or other products, as the case may be, to be shipped through the Sand Hills pipeline system, the Southern Hills pipeline system or the Explorer pipeline system, as the case may be, in consideration of the tariffs and fees set forth therein.

“Treasury Regulations” has the meaning set forth in Section 5.8(c)

ARTICLE II

CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS

2.1 Contributions. At the Effective Time, on the terms and subject to the conditions of this Agreement, each of the following shall occur:

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(a) Pipeline shall contribute, assign, transfer and convey to the General Partner, as a capital contribution, limited liability company interests in X00 Xxxx Xxxxx xxx X00 Xxxxxxxx Xxxxx with a total value equal to an amount such that, immediately following the Closing, the General Partner will maintain its 2% general partner interest in the Partnership (the “GP Contribution”), and the General Partner shall accept the contribution of the GP Contribution;

(b) the General Partner shall contribute, assign, transfer and convey the GP Contribution to the Partnership in exchange for the consideration set forth in Section 2.2, and the Partnership shall accept the contribution of the GP Contribution;

(c) P66 Company shall contribute, assign, transfer and convey to the Partnership its 8.5721%equity interest in Explorer (the “P66 Company Contribution”) in exchange for the consideration set forth in Section 2.2, and the Partnership shall accept the contribution of the P66 Company Contribution;

(d) Pipeline shall contribute, assign, transfer and convey to the Partnership (i) its remaining limited liability company interests in X00 Xxxx Xxxxx xxx X00 Xxxxxxxx Xxxxx and (ii) its 10.8850 equity interest in Explorer (collectively, the “Pipeline Contribution”) in exchange for the consideration set forth in Section 2.2, and the Partnership shall accept the contribution of the Pipeline Contribution (the GP Contribution, the P66 Company Contribution and the Pipeline Contribution shall be referred to collectively as “Contributed Interests”); and

(e) The Partnership shall contribute, assign, transfer and convey the Contributed Interests to Holdings, and Holdings shall accept the contribution of the Contributed Interests.

2.2 Consideration. At the Closing, in consideration for the contribution of the Contributed Interests hereunder, the Partnership shall: (a) issue to P66 Company a number of Common Units equal to 1,726,914 less the number of New GP Units (the “New Common Units”); (b) issue the New GP Units to the General Partner; and (c) pay to P66 Company an amount of cash equal to $880,000,000 (the “Cash Consideration”).

2.3 Effective Time of Conveyances. Notwithstanding anything to the contrary contained herein, to the extent the Closing occurs in accordance with the terms and conditions of this Agreement, the Parties acknowledge and agree that the Partnership shall be entitled to all of the rights of ownership of the Contributed Interests and shall be liable for and shall bear all of the Assumed Liabilities, in each case, from and after the Effective Time.

2.4 Assumed Liabilities. Except for Excluded Liabilities as provided in Section 2.5, at the Effective Time, the Partnership Group agrees to assume and to pay, discharge and perform as and when due, all Liabilities that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case, at any time from and after the Effective Time, in connection with the ownership of the Contributed Interests or other activities occurring in connection with and attributable to the ownership of the Contributed Interests from and after the Effective Time (collectively, the “Assumed Liabilities”).

2.5 Excluded Liabilities. The Parties agree that any Liabilities arising out of or attributable to the ownership of the Contributed Interests or other activities occurring in connection with and attributable to the ownership of the Contributed Interests prior to the

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Effective Time that are not identified as Assumed Liabilities in Section 2.4 are not part of the Assumed Liabilities, and neither the Partnership Group nor any member thereof has assumed, and shall not assume or become obligated with respect to, any Liability first incurred, accrued or arising out of or attributable to the ownership of the Contributed Interests or other activities occurring in connection with and attributable to the ownership of the Contributed Interests prior to the Effective Time, including any Liabilities of the Contributing Parties or their respective Affiliates existing immediately prior to the Effective Time, whether or not described specifically in this Section 2.5 (collectively, the “Excluded Liabilities”), all of which shall remain the sole responsibility of, and be discharged and performed as and when due by, the Contributing Parties or their respective Affiliates from and after the Effective Time.

2.6 Transaction Taxes. All sales, use, transfer, filing, registration, business and occupation and similar Taxes arising from or associated with the transactions contemplated by this Agreement (“Transaction Taxes”), other than Taxes based on income, shall be borne fifty percent (50%) by P66 Company and fifty percent (50%) by the Partnership. To the extent under applicable law the transferee is responsible for filing Tax Returns in respect of Transaction Taxes, the Partnership shall prepare and file all such Tax Returns. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The Party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible Party prior to the due date of such Taxes.

2.7 Distributions. To the extent that the Partnership receives distributions from Explorer related to activities in the first quarter of 2015, such distributions shall be prorated on a daily basis between P66 Company and the Partnership, with Partnership retaining the prorated portion of such distributions for the period beginning on the Closing Date through March 31, 2015. The prorated portion of such distributions for the period beginning January 1, 2015 up to, but not including, the Closing Date shall be promptly paid by the Partnership to P66 Company and for accounting purposes, shall be treated as an increase to the Cash Consideration payable to P66 Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES

The Contributing Parties jointly and severally hereby represent and warrant to the Partnership that, as of the date hereof and as of Closing:

3.1 Organization and Existence.

(a) P66 Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted. P66 Company is duly qualified to transact business and is in good standing as a foreign entity in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a Material Adverse Effect.

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(b) Pipeline has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted. Pipeline is duly qualified to transact business and is in good standing as a foreign entity in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a Material Adverse Effect.

(c) Each of the Contributed Entities has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted. Each Contributed Entity is duly qualified to transact business and is in good standing as a foreign entity in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a Material Adverse Effect. The Contributing Parties have delivered to the Partnership correct and complete copies of each Contributed Entity’s respective organizational documents, as amended to date. There is no pending or, to the knowledge of the Contributing Parties, threatened action for the dissolution, liquidation or insolvency of any Contributed Entity.

(d) Each of the Contributed Entities is a holding company formed for the sole purpose of owning JV Interests and, since its respective date of formation, has not conducted any business (other than its ownership of the JV Interests that it owns). None of the Contributed Entities has incurred any Liabilities (other than Tax Liabilities or indebtedness to Pipeline) or owns any assets other than the JV Interests that it currently owns.

(e) Each of DCP Sand Hills and DCP Southern Hills is a limited liability company organized and in good standing under the laws of the State of Delaware. Explorer is a corporation organized and in good standing under the laws of the State of Delaware. To the knowledge of the Contributing Parties, each Joint Venture Company is qualified to transact business and is in good standing as a foreign entity in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a Material Adverse Effect. The Contributing Parties have delivered to the Partnership correct and complete copies of each Joint Venture Company’s respective organizational documents, as amended to date.

3.2 Authority and Approval; Enforceability.

(a) P66 Company has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all

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requisite corporate action of P66 Company. Each of this Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Company, enforceable against P66 Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

(b) Pipeline has the limited liability company power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Pipeline of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action of Pipeline. Each of this Agreement and any Transaction Document to which Pipeline is or will be a party constitutes or will constitute, upon execution and delivery by Pipeline, the valid and binding obligation of Pipeline, enforceable against Pipeline in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

3.3 No Conflict. This Agreement, the Transaction Documents to which any Contributing Party is or will be a party and the execution and delivery hereof and thereof by the Contributing Parties do not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:

(a) conflict with any of the provisions of the certificate of incorporation or bylaws of P66 Company or Explorer or with any of the provisions of the organizational documents of Pipeline, any of the Contributed Entities, DCP Sand Hills or DCP Southern Hills;

(b) conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Contributing Party, any Contributed Entity or, to the knowledge of the Contributing Parties, any Joint Venture Company;

(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any material indenture, mortgage, lien or material agreement, contract, commitment or instrument to which any Contributing Party, any Contributed Entity or, to the knowledge of the Contributing Parties, any Joint Venture Company is a party or by which any of them is bound or to which any of the Contributed Interests are subject;

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(d) result in the creation of, or afford any person the right to obtain, any material Lien on the capital stock or other equity interests, property or assets of any Contributing Party, any Contributed Entity or, to the knowledge of the Contributing Parties, any Joint Venture Company under any such material indenture, mortgage, lien, agreement, contract, commitment or instrument; or

(e) result in the revocation, cancellation, suspension or material modification, singly or in the aggregate, of any Governmental Approval (as defined below) possessed by any Contributing Party, any Contributed Entity or, to the knowledge of the Contributing Parties, any Joint Venture Company that is necessary or desirable for the ownership, lease or operation of its or their properties and other assets in the conduct of its or their business as now conducted, including any Governmental Approvals under any applicable Environmental Law;

except, in the case of clauses (b), (c), (d) and (e), as would not have, individually or in the aggregate, a Material Adverse Effect and except for such as will have been cured at or prior to the Closing.

3.4 Consents. Other than as set forth in Schedule 3.4 (each item so listed, a “Consent”) and except for notice to, or consent of, Governmental Authorities related to the transfer of environmental Permits, no consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, or filing with any Governmental Authority (each a “Governmental Approval”) or other person or entity is required to be obtained or made by or with respect to any Contributing Party, any Contributed Entity, any of the Contributed Interests or any of the Joint Venture Companies in connection with:

(a) the execution, delivery, and performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby and thereby;

(b) the enforcement against the Contributing Parties of their obligations hereunder and thereunder; or

(c) following the Closing, the ownership by the Partnership of the Contributed Interests;

except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.

3.5 Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to the Contributing Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) against any of the Contributing Parties, Contributed Entities or, to the Contributing Parties’ knowledge, Joint Venture Companies, or against or affecting the Contributed Interests or the ownership of the Contributed Interests or the JV Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief with respect to the Contributed Interests or the JV Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributed Entities or, to the Contributing Parties’ knowledge, Joint Venture Companies is in violation of or

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in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.7) of any Governmental Authority and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.7) pending or, to the Contributing Parties’ knowledge, threatened against or affecting the Contributed Entities, the Contributed Interests, the Contributing Parties’ ownership of the Contributed Interests or, to the Contributing Parties’ knowledge, the Joint Venture Companies, at law or in equity, by or before any Governmental Authority having jurisdiction over any of the Contributing Parties, Contributed Entities or Joint Venture Companies. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to the Contributing Parties’ knowledge, threatened to which any of the Contributing Parties is or may become a party that questions or involves the validity or enforceability of any of its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the transactions contemplated hereby.

3.6 Management Projections and Budgets. The projections and budgets (the “Financial and Operational Information”) provided to the Partnership (including those provided to Evercore Partners (“Financial Advisor”), the financial advisor to the conflicts committee of the Board of Directors of the General Partner (the “Conflicts Committee”)) by the Contributing Parties as part of the Partnership’s review of the Contributed Interests in connection with this Agreement have a reasonable basis, were prepared in good faith and are consistent with Contributing Parties’ management’s current expectations. The other financial and operational information provided by the Contributing Parties to Financial Advisor as part of its review of the proposed transaction for the Conflicts Committee is complete and correct in all material respects for the periods covered and is derived from and is consistent with the books and records of the Contributing Parties.

3.7 Environmental Matters. Except as would not, individually or in the aggregate, have a Material Adverse Effect:

(a) the Contributed Entities and, to the Contributing Parties’ knowledge, the Joint Venture Companies are operated in compliance with Environmental Laws;

(b) none of the Contributed Entities, Contributed Interests or, to the Contributing Parties’ knowledge, Joint Venture Companies is the subject of any outstanding administrative or judicial order of judgment, agreement or arbitration award from any governmental entity under any Environmental Law and requiring remediation or the payment of a fine or penalty;

(c) neither the Contributed Entities, nor, to the Contributing Parties’ knowledge, the Joint Venture Companies are subject to any pending Litigation under any Environmental Law with respect to the operation of the business of the Contributed Entities and Joint Venture Companies, as applicable, with respect to which the Contributed Entities or Joint Venture Companies have been contacted in writing by or on behalf of the plaintiff or claimant; and

(d) neither the Contributed Entities nor, to the Contributing Parties’ knowledge, the Joint Venture Companies have any Liability in connection with the release into the environment of any Hazardous Material.

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3.8 Contributed Interests.

(a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

(b) The Contributing Parties have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorer, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens.

(c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.

(d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any

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provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

3.9 Brokerage Arrangements. None of the Contributing Parties nor any of their respective Affiliates has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate any Group Member to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.

3.10 Contracts. To the knowledge of the Contributing Parties, each Material Contract is in full force and effect, and no party thereto is in breach or default thereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, except for such breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. No Contributing Party is in breach or default of any Material Contract to which it is a party. To the knowledge of the Contributing Parties, no Joint Venture Company has given or received from any third party any notice of any action or intent to terminate or amend in any material respect any Material Contract.

3.11 Assets. To the knowledge of the Contributing Parties, the JV Assets, when considered together with the services provided by the applicable Operator, are sufficient to conduct the respective businesses of the Joint Venture Companies in a manner materially consistent with the Financial and Operational Information and the Joint Venture Company Financial Statements.

3.12 Investment. P66 Company is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act, as amended (the “Securities Act”). P66 Company is not acquiring the New Common Units with a view to or for sale in connection with any distribution thereof or any other security related thereto within the meaning of the Securities Act. P66 Company is familiar with investments of the nature of the New Common Units, understands that this investment involves substantial risks, has adequately investigated the Partnership and the New Common Units, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the New Common Units, and is able to bear the economic risks of such investment. P66 Company has had the opportunity to visit with the Partnership and meet with the officers of the General Partner and other representatives to discuss the business, assets, liabilities, financial condition, and operations of the Partnership, has received all materials, documents and other information that P66 Company deems necessary or advisable to evaluate the Partnership and the New Common Units, and has made its own independent examination, investigation, analysis and evaluation of the Partnership and the New Common Units, including its own estimate of the value of the New Common Units. P66 Company has undertaken such due diligence (including a review of the properties, liabilities, books, records and contracts of the Partnership) as P66 Company deems adequate. P66 Company acknowledges that the New Common Units have not been registered under applicable federal and state securities laws and that the New Common Units may not be sold, transferred, offered for sale, pledged,

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hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under applicable federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws.

3.13 Taxes.

(a) All Tax Returns that are required to be filed by or with respect to the Contributed Entities or, to the knowledge of P66 Company, any Joint Venture Company on or prior to the Closing Date (taking into account any valid extension of time within which to file) have been or will be timely filed on or prior to the Closing Date and all such Tax Returns are or will be true, correct and complete in all material respects.

(b) All Taxes due and payable by or with respect to the Contributed Entities or, to the knowledge of P66 Company, any Joint Venture Company (whether or not shown on any Tax Return) have been fully paid and all deficiencies asserted or assessments made with respect to such Tax Returns have been paid in full or properly accrued for by the applicable Contributed Entities or Joint Venture Company, as the case may be.

(c) No examination, audit, claim, assessment, levy, or administrative or judicial proceeding regarding any of the Tax Returns described in Section 3.13(a) or any Taxes with respect to the Contributed Entities or, to the knowledge of P66 Company, any Joint Venture Company are currently pending or have been proposed in writing or have been threatened.

(d) No waivers or extensions of statutes of limitations have been given or requested in writing with respect to any amount of Taxes with respect to the Contributed Entities or, to the knowledge of P66 Company, any Joint Venture Company or any Tax Returns by or with respect to the Contributed Entities or, to the knowledge of P66 Company, any Joint Venture Company.

(e) To the knowledge of P66 Company, for U.S. federal income Tax purposes, each of DCP Sand Hills and DCP Southern Hills is properly classified as a partnership for U.S. federal income tax purposes and not as an association taxable as a corporation. To the knowledge of P66 Company, each of DCP Sand Hills and DCP Southern Hills has in effect a valid election under section 754 of the Internal Revenue Code of 1986, as amended (the “Code”).

(f) For U.S. federal income Tax purposes, each of X00 Xxxx Xxxxx xxx X00 Xxxxxxxx Xxxxx is properly classified as an entity disregarded as separate from its owner.

3.14 Financial Statements. The Contributing Parties have delivered to the Partnership the audited consolidated balance sheets as of December 31, 2014, and consolidated statements of operations and cash flows for the year ended December 31, 2014, in each case with respect to DCP Sand Hills, DCP Southern Hills and Explorer (collectively, the “Joint Venture Company Financial Statements”). To the knowledge of the Contributing Parties, the Joint Venture Company Financial Statements fairly present in all material respects the financial condition of the applicable Joint Venture Company at the dates specified and the results of operations of the applicable Joint Venture Company for the periods specified in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby.

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3.15 Outstanding Capital Commitments. The Contributing Parties have provided the Partnership with a copy of the approved budgets for each of the Joint Venture Companies. Except as previously disclosed to the Partnership prior to the date hereof, there are no outstanding capital commitments or other expenditure commitments relating to the Joint Venture Companies that will require any Contributing Party, Contributed Entity or the Partnership Group to make any capital contributions, capital expenditures or pay any operating expenses in respect of the Contributed Interests, the Joint Venture Companies or the JV Interests other than those set forth in the applicable approved budget. Each of the capital projects set forth on the applicable approved budget, which capital projects represent all of the capital projects that are planned to be undertaken prior to the Effective Time in respect of any Joint Venture Company, have been duly authorized and approved by the applicable Joint Venture Company.

3.16 No Adverse Changes. To the knowledge of the Contributing Parties, except as set forth in Schedule 3.16, since December 31, 2014:

(a) there has not been a Material Adverse Effect;

(b) the Joint Venture Companies have been operated and maintained in the ordinary course of business consistent with past practices; and

(c) there has not been any material damage or destruction to any material assets of the Joint Venture Companies other than such damage or destruction that has been repaired.

3.17 No Preferential Rights. The Contributed Interests are not subject to any Preferential Right that is applicable to the transactions contemplated by this Agreement.

3.18 No Other Representations or Warranties; Schedules. The Contributing Parties make no other express or implied representation or warranty with respect to the Contributed Entities, the Contributed Interests, the Joint Venture Companies or the transactions contemplated by this Agreement, and disclaims any other representations or warranties. The disclosure of any matter or item in any schedule to this Agreement shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership hereby represents and warrants to the Contributing Parties that as of the date hereof:

4.1 Organization and Existence. The Partnership is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all limited partnership power and authority to own the Contributed Interests. The Partnership is duly qualified to transact business as a limited partnership and is in good standing in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a Partnership Material Adverse Effect.

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4.2 Authority and Approval; Enforceability. The Partnership has the requisite power and authority to execute and deliver this Agreement and any Transaction Document to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by the Partnership of this Agreement and any Transaction Document to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of the Partnership. Each of this Agreement and any Transaction Document to which the Partnership is a party constitutes the valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

4.3 Delivery of Fairness Opinion. Financial Advisor has delivered an opinion to the Conflicts Committee that the aggregate consideration to be paid by the Partnership as consideration for the Contributed Interests pursuant to this Agreement is fair to the common unitholders of the Partnership (other than P66 Company) from a financial point of view.

4.4 Brokerage Arrangements. The Partnership has not entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate any of the Contributing Parties or any of their respective Affiliates (other than the Partnership) to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.

4.5 New Common Units and New GP Units. The New Common Units and the New GP Units being issued at Closing will be, when issued in consideration for the contribution by Contributing Parties of the Contributed Interests, duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by the Delaware Revised Uniform Limited Partnership Act) and free of any preemptive or similar rights (other than those set forth in the Partnership’s limited partnership agreement).

ARTICLE V

COVENANTS, ETC.

5.1 Certain Actions. The Contributing Parties covenant and agree that from and after the execution of this Agreement and until the Closing:

(a) without the prior written consent of the Partnership, the Contributing Parties will not, and will not permit any of the Contributed Entities to, sell, transfer, assign, convey or otherwise dispose of any of the Contributed Interests;

(b) the Contributing Parties will not, and will not permit the Contributed Entities to, permit any Lien to be imposed on the Contributed Interests, other than Permitted Liens;

(c) the Contributing Parties will not, and will not permit the Contributed Entities to make, vote for or authorize any capital commitments or other expenditure commitments that will require any Contributing Party, any Contributed Entity or the Partnership to make a capital

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contribution or other expenditure in respect of the Contributed Interests or the Joint Venture Companies, except (i) as previously disclosed to the Partnership prior to the date hereof, (ii) to the extent such authorization is already granted and documented within the existing governance documents and delegations of authority of the Joint Venture Companies therein, or (iii) as set forth in the approved budgets of the Joint Venture Companies provided to the Partnership by the Contributing Parties; and

(d) except as expressly provided in this Agreement, the Contributing Parties will not, and will not permit the Contributed Entities to, agree to, consent to, promote, or vote in favor of (or not vote, if the effect of a failure to vote is a vote in favor of), or, to the extent they have such authority, permit any Operator to conduct the business of a Joint Venture Company in a manner not in the ordinary course of business consistent with past practices or do any of the foregoing in clauses (a) through (c) beyond what any Operator is already authorized and delegated to do pursuant to the existing governance documents and delegations of authority of the Joint Venture Companies therein. However, in case of emergency, the Contributing Parties are permitted to take, vote for and/or authorize all necessary and reasonable actions to resolve the emergency situation and then promptly inform the Partnership of same.

5.2 Financial Statements. The Contributing Parties and the Partnership contemplate the transactions contemplated by this Agreement will be subject to the provisions of the Financial Accounting Standards Board’s Accounting Standards Codification, section 805-50, Business Combinations, Related Issues (“ASC 805-50”), as a transaction between entities under common control. The Contributing Parties shall permit the Partnership and its representatives to contact the Contributing Parties’ accountants, auditors and employees, and shall cause such accountants, auditors and employees to discuss, cooperate and provide information reasonably requested by the Partnership or its representatives, in order for the Partnership to prepare audited and unaudited historical financial statements with respect to the Contributed Interests and pro forma financial statements of the Partnership, in each case that are necessary to comply with ASC 805-50, as applicable, and that meet the requirements of Regulation S-X promulgated under the Securities Act and within the timeframe specified for the Partnership to file such financial statements on Form 8-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Financial Statements”), or that are necessary for the Partnership to consummate the Financing. The Contributing Parties shall cause their accountants, auditors and employees to cooperate with the Partnership with regards to responding to any comments from the Commission on such Financial Statements. The Partnership shall be responsible for and shall pay for or reimburse the Contributing Parties for all costs incurred by the Contributing Parties in connection with the external audit of any such Financial Statements (including reasonable accountants’ fees). The obligations of the Contributing Parties under this Section 5.2 shall survive for five (5) years after the Closing.

5.3 Independent Investigation. The Partnership acknowledges that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely on its own independent investigation of the Contributed Interests and upon the express written representations, warranties and covenants in this Agreement. Without diminishing the scope of the express written representations, warranties and covenants of the Parties and without affecting or impairing its right to rely thereon, THE PARTNERSHIP ACKNOWLEDGES THAT THE CONTRIBUTING PARTIES HAVE NOT MADE, AND THE

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CONTRIBUTING PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTRIBUTED INTERESTS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), OTHER THAN THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT.

5.4 Post-Closing Payments. Should the Contributing Parties or any of their respective Subsidiaries, after Closing, receive any payments or distributions related to the Contributed Entities or the Contributed Interests (including with respect to the interests in DCP Sand Hills and DCP Southern Hills held by the Contributed Entities) to which the Partnership or any of its Subsidiaries is entitled pursuant to this Agreement, then the Contributing Parties or their applicable Subsidiaries shall, within thirty (30) days of receipt of such payments, forward such payments or distributions to the Partnership. If any demand is made on the Contributing Parties or any of their respective Subsidiaries after Closing to pay any invoice or other obligation contracted or incurred in connection with the ownership of the Contributed Entities or the Contributed Interests on or after the Effective Time, the Partnership shall pay the same to the extent such invoice or obligation constitutes an Assumed Liability. If any demand is made on the Partnership or any of its Subsidiaries to pay any invoice or other obligation contracted or incurred in connection with the ownership of the Contributed Entities or the Contributed Interests prior to the Effective Time, the Contributing Parties shall be responsible for the same.

5.5 Financing Cooperation. From and after the execution of this Agreement, the Contributing Parties shall, and shall cause each of their Affiliates to, use commercially reasonable efforts to cause their representatives (including their auditors) to provide all customary cooperation as reasonably requested by the Partnership to assist the Partnership in the arrangement of any capital markets debt or equity financing, any bank debt, or any other financing arrangements necessary or desirable to fund the Cash Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement, including any necessary offering documents related thereto (the “Financing”).

5.6 Further Assurances. On and after the Closing Date, the Parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective the transactions contemplated hereby, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as such Party may reasonably be requested to take by the other Party from to time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and transactions contemplated hereby.

5.7 NYSE Listing. Prior to the Closing, the Partnership will use its reasonable best efforts to obtain approval for listing, subject to notice of issuance, the New Common Units on the New York Stock Exchange (the “NYSE”).

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5.8 Tax Covenants.

(a) The Parties agree that the income related to the Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills for the period up to and including the Closing Date will be reflected on the federal income Tax Return of P66 Company and that P66 Company shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income.

(b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the apportionment of income described pursuant to this Section 5.8(b), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and Contributing Parties will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills and relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and the Contributing Parties each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement.

(c) Prior to the Closing, the Partnership intends to incur a Liability or Liabilities with respect to the transactions contemplated by Section 2.1, which will be considered recourse debt within the meaning of Section 1.752-1 of the Treasury regulations (the “Treasury Regulations”) promulgated under the Code (the “Transaction Debt”). The Parties intend that (i) the distribution of the Cash Consideration to P66 Company shall be made first out of proceeds of the Transaction Debt, and such portion of the Cash Consideration shall qualify as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations; (ii) P66 Company’s share of the Transaction Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Transaction Debt; and (iii) the distribution of the Cash Consideration to P66 Company in excess of amounts distributed out of proceeds of the Transaction Debt shall be made to reimburse P66 Company for capital expenditures described in Section 1.707-4(d) of the Treasury Regulations to the extent such distribution does not exceed the amount of capital expenditures described in Section 1.707-4(d) of the Treasury Regulations. The Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Transaction Debt.

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5.9 Consents. The Contributing Parties shall use commercially reasonable efforts to obtain the Consents listed on Schedule 3.4. Within one year after Closing, the Contributing Parties shall obtain all Consents listed in Schedule 3.4 and shall be responsible for all costs associated with obtaining such Consents and all Liabilities associated with failing to obtain any such Consent (and all such Liabilities shall be Excluded Liabilities for all purposes hereunder).

ARTICLE VI

CONDITIONS TO CLOSING

6.1 Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:

(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.

(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect;

(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.

6.2 Conditions to the Obligation of the Partnership. The obligation of the Partnership to proceed with the Closing is subject to the satisfaction or waiver by the Partnership on or prior to the Closing Date of the following conditions:

(a) the Contributing Parties shall have performed in all material respects the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date;

(b)(i) the Fundamental Representations shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of the Contributing Parties made in this Agreement shall be true and correct in all respects (without regard to qualifications as to materiality or Material Adverse Effect contained therein except in the case of the representation and warranty contained in Section 3.16(a)) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect;

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(c) the Contributing Parties shall have delivered to the Partnership a certificate dated the Closing Date and signed by an authorized officer of the Contributing Parties confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.2 (the “P66 Closing Certificate”);

(d) the consents listed on Schedule 6.2(d) shall have been obtained;

(e) the Contributing Parties shall have delivered or caused the delivery of the Closing deliverables set forth in Section 7.2;

(f) between the date hereof and the Closing Date, there shall not have been a Material Adverse Effect; and

(g) the Partnership shall have received sufficient proceeds in the Financing, on terms and conditions that are reasonably satisfactory to the Partnership, to fulfill its obligations required for Closing.

6.3 Conditions to the Obligation of the Contributing Parties. The obligation of the Contributing Parties to proceed with the Closing is subject to the satisfaction or waiver by the Contributing Parties on or prior to the Closing Date of the following conditions:

(a) the Partnership shall have performed in all material respects the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date;

(b) the representations and warranties of the Partnership made in this Agreement shall be true and correct in all respects (without regard to qualifications as to materiality or Partnership Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Partnership Material Adverse Effect;

(c) the Partnership shall have delivered to the Contributing Parties a certificate dated the Closing Date and signed by an authorized officer of the General Partner confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3 (the “Partnership Closing Certificate”);

(d) the Partnership shall have delivered or caused the delivery of the Closing deliverables set forth in Section 7.3; and

(e) between the date hereof and the Closing Date, there shall not have been a Partnership Material Adverse Effect.

ARTICLE VII

CLOSING

7.1 Closing. Subject to the terms and conditions of this Agreement and unless otherwise agreed in writing by the Contributing Parties and the Partnership, the closing (the

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“Closing”) of the transactions contemplated by this Agreement will be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx at 9:00 a.m., Houston, Texas time on the date that is the later of (a) March 2, 2015 and (b) three business days immediately following the date of fulfillment or waiver (in accordance with the provisions hereof) of the last to be fulfilled or waived of the conditions set forth in Sections 6.1, 6.2 and 6.3 (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions). The date on which the Closing occurs is referred to as the “Closing Date.”

7.2 Deliveries by the Contributing Parties. At the Closing, the Contributing Parties will deliver (or cause to be delivered) the following:

(a) a counterpart to the Assignment of Membership Interest (Sand Hills), duly executed by Pipeline;

(b) a counterpart to the Assignment of Membership Interest (Southern Hills), duly executed by Pipeline;

(c) certificates representing the Explorer Interests, and stock powers, duly executed in blank, transferring the Explorer Interests to the Partnership;

(d) a counterpart to the Omnibus Agreement Amendment, duly executed by the Contributing Parties;

(e) the P66 Closing Certificate, duly executed by an officer of the Contributing Parties;

(f) an executed statement described in Treasury regulations section 1.1445-2(b)(2) certifying that P66 Company is neither a disregarded entity nor a foreign person within the meaning of the Code and the Treasury regulations promulgated thereunder; and

(g) such other documents, certificates and other instruments as may be reasonably requested by the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.

7.3 Deliveries by the Partnership. At the Closing, the Partnership will deliver (or cause to be delivered) the following:

(a) the Cash Consideration, by wire transfer of immediately available funds to an account specified by P66 Company;

(b) the New Common Units, by issuance of such New Common Units (in book-entry form) to P66 Company, by instruction to the Partnership’s transfer agent or otherwise;

(c) the New GP Units, by issuance of such New GP Units (in certificated or book-entry form) to the General Partner, by instruction to the Partnership’s transfer agent or otherwise;

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(d) a counterpart to the Omnibus Agreement Amendment, duly executed by the Partnership, the General Partner, Holdings and Carrier;

(e) a counterpart to the Assignment of Membership Interest (Sand Hills), duly executed by the Partnership;

(f) a counterpart to the Assignment of Membership Interest (Southern Hills), duly executed by the Partnership;

(g) the Partnership Closing Certificate, duly executed by an officer of the General Partner; and

(h) such other documents, certificates and other instruments as may be reasonably requested by the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification of the Contributing Parties and Other Parties. Solely for the purpose of indemnification in this Section 8.1, the representations and warranties of the Partnership in this Agreement shall be deemed to have been made without regard to any materiality or Partnership Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Partnership shall indemnify and hold the Contributing Parties and their respective Affiliates, directors, officers, employees, agents and representatives (together with the Contributing Parties, the “P66 Indemnitees”) harmless from and against any and all damages (including exemplary damages and penalties), losses, deficiencies, costs, expenses, obligations, fines, expenditures, claims and liabilities, including reasonable counsel fees and reasonable expenses of investigation, defending and prosecuting litigation (collectively, the “Damages”), suffered by the P66 Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Partnership in this Agreement, (b) any breach of any agreement or covenant under this Agreement on the part of the Partnership or (c) any of the Assumed Liabilities.

8.2 Indemnification of the Partnership and Other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Contributing Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing Parties, or (c) any of the Excluded Liabilities.

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8.3 Demands. Each indemnified party agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such third party actions being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Indemnity Claim if the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement to the extent that knowing failure to notify actually results in material prejudice or damage to the indemnifying party.

8.4 Right to Contest and Defend.

(a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party.

(b) Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably

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determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

8.5 Cooperation. If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.

8.6 Right to Participate. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

8.7 Payment of Damages. The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

8.8 Limitations on Indemnification.

(a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), the Contributing Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $10 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that the Contributing Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $150.0 million (the “Cap”) less the Deductible.

(b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, Damages for breach of the representations or warranties in Section 3.13), the Contributing Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Contributing Parties shall be fully liable for Damages pursuant to Sections 8.2(b) or 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap.

(c) To the extent the P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible.

(d) Notwithstanding clause (c) above, to the extent the P66 Indemnitees are entitled to indemnification for Damages arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership shall be fully liable for Damages pursuant to Sections 8.1(b) or 8.1(c) without regard to the Deductible or the Cap.

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8.9 Survival.

(a) The liability of the Contributing Parties for the breach of any of the representations and warranties of the Contributing Parties set forth in Sections 3.1, 3.2, 3.8, 3.11 and 3.17 (the “Fundamental Representations”) shall be limited to claims for which the Partnership delivers written notice to the Contributing Parties on or before the date that is three years after the Closing Date. The liability of the Contributing Parties for the breach of any of the representations and warranties of the Contributing Parties set forth in Article III other than the Fundamental Representations shall be limited to claims for which the Partnership delivers written notice to the Contributing Parties on or before the date that is eighteen months after the Closing Date. The liability of the Contributing Parties for Damages for claims related to or arising from Taxes (including, without limitation, Damages for claims for breach of the representations or warranties in Section 3.13) shall be limited to claims for which the Partnership delivers written notice to the Contributing Parties on or before the date that is ninety (90) days after the expiration of the applicable statute of limitations for assessment of the applicable Tax.

(b) The liability of the Partnership for the breach of any of the representations and warranties of the Partnership set forth in Article IV shall be limited to claims for which the Contributing Parties deliver written notice to the Partnership on or before the date that is eighteen months after the Closing Date.

8.10 Sole Remedy. After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VIII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (which claims shall be subject to the liability provisions of such Transaction Documents)).

8.11 Express Negligence Rule. THE INDEMNIFICATION AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. THE PARTNERSHIP AND THE CONTRIBUTING PARTIES ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.

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8.12 Knowledge. The Partnership Indemnitees’ and the P66 Indemnitees’ rights under this Agreement or otherwise shall not be diminished by any investigation performed or knowledge acquired or capable of being acquired, whether before or after the date of this Agreement, regarding the accuracy or inaccuracy of any representation or warranty or the performance or non-performance of any covenant.

8.13 Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article VIII as adjustments to the Cash Consideration for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

ARTICLE IX

TERMINATION

9.1 Events of Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual written consent of the Partnership and the Contributing Parties;

(b) by either the Partnership or the Contributing Parties in writing after May 1, 2015, if the Closing has not occurred by that date, provided that as of such date the terminating Party is not in default under this Agreement;

(c) by either the Partnership or the Contributing Parties in writing without prejudice to other rights and remedies the terminating Party or its Affiliates may have (provided the terminating Party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date or (ii) materially breached any of its representations or warranties contained herein; provided, however, that in the case of clauses (i) or (ii), the defaulting Party shall have a period of 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement if the breach is curable; or

(d) by either the Partnership or the Contributing Parties in writing, without liability, if there shall be any order, writ, injunction or decree of any Governmental Authority binding on the Parties that prohibits or restrains any Party from consummating the transactions contemplated hereby; provided, however, that the applicable Party shall have used its reasonable best efforts to have any such order, writ, injunction or decree removed but it shall not have been removed within 30 days after entry by the Governmental Authority.

9.2 Effect of Termination. In the event of the termination of this Agreement by a Party as provided in Section 9.1, this Agreement shall thereafter become void except for this Section 9.2 and Section 10.4. Nothing in this Section 9.2 shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement or

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to impair any rights of any Party under this Agreement. If this Agreement is terminated by either Party pursuant to Section 9.1(c), then the other Party shall reimburse such Party for its out-of-pocket expenses incurred in connection with the negotiation, execution and performance of this Agreement (including legal fees and fees paid to Financial Advisor, in either case incurred by the Partnership or the Conflicts Committee).

ARTICLE X

MISCELLANEOUS

10.1 Expenses. Unless otherwise specifically provided in this Agreement, each Party shall pay its own expenses incident to this Agreement or the other Transaction Documents and all action taken in preparation for effecting the provisions of this Agreement and the other Transaction Documents.

10.2 Deed; Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and the liabilities referenced herein.

10.3 Right of Offset. Each Party agrees that, in addition to, and without limitation of, any right of set-off, lien or counterclaim a Party may otherwise have, each Party shall have the right and be entitled, at its option, to offset (a) balances held by it or by any of its Affiliates for account of any other Party at any of its offices and (b) other obligations at any time owing by such Party in connection with any obligations to or for the credit or account of the other Party, against any principal of or interest on any of such other Party’s indebtedness or any other amount due and payable to such other Party hereunder that is not paid when due.

10.4 Notices. Unless otherwise specifically provided in this Agreement, any notice, request, instruction, correspondence or other document to be given under or in relation to this Agreement shall be made in writing and shall be deemed to have been properly given if: (i) personally delivered (with written confirmation of receipt); or (ii) delivered by a recognized overnight delivery service (delivery fees prepaid), in either case to the appropriate address set forth below:

If to either of the Contributing Parties, addressed to:

Xxxxxxxx 66 Company

0000 Xxxxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Attention: General Counsel

If to the Partnership or the General Partner, addressed to:

Xxxxxxxx 66 Partners LP

c/x Xxxxxxxx 66 Partners GP LLC

0000 Xxxxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Attention: General Counsel

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Any Party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

10.5 Governing Law. This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

10.6 Public Statements. The Parties shall consult with each other and no Party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other Parties, which shall not be unreasonably withheld or delayed, unless the Party desiring to make such announcement or statement, after seeking such consent from the other Parties, obtains advice from legal counsel that a public announcement or statement is required by applicable law or securities exchange regulations.

10.7 Form of Payment. All payments hereunder shall be made in United States dollars and, unless the Parties making and receiving such payments shall agree otherwise or the provisions hereof provide otherwise, shall be made by wire or interbank transfer of immediately available funds on the date such payment is due to such account as the Party receiving payment may designate at least three business days prior to the proposed date of payment.

10.8 Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

10.9 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any Party without the prior written consent of the other Parties.

10.10 Severability. If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect and will not be affected or impaired in any way thereby.

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10.11 Interpretation. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

10.12 Headings and Schedules. The headings of the several Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The schedules referred to herein are attached hereto and incorporated herein by this reference, and unless the context expressly requires otherwise, those schedules are incorporated in the definition of “Agreement.”

10.13 Counterparts. This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

10.14 Consent of Conflicts Committee. Any amendment or waiver by the Partnership made prior to Closing shall be approved by the Conflicts Committee.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

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

XXXXXXXX 66 PIPELINE LLC
By:		/s/ C. T. Xxxxxx
Name:		C. T. Xxxxxx
Title:		President

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

XXXXXXXX 66 PARTNERS LP
By:		Xxxxxxxx 66 Partners GP LLC, its general partner
By:		/s/ X.X. Xxxxxxx
Name:		X.X. Xxxxxxx
Title:		Vice President and Chief Operating Officer

EXHIBIT A-1

FORM OF ASSIGNMENT OF MEMBERSHIP INTERESTS

XXXXXXXX 66 SAND HILLS LLC

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Agreement”) is made effective as of 12:01 a.m. Central time on             , 2015 (the “Effective Time”), by and between Xxxxxxxx 66 Pipeline LLC, a Delaware limited liability company (“Pipeline”), Xxxxxxxx 66 Partners GP LLC, a Delaware limited liability company (the “General Partner”), Xxxxxxxx 66 Partners LP, a Delaware limited partnership (the “Partnership”), and Xxxxxxxx 66 Partners Holdings LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined below).

RECITALS

WHEREAS, reference is made to that certain Contribution, Conveyance and Assumption Agreement, dated as of February [    ], 2015 (the “Contribution Agreement”), by and among Xxxxxxxx 66 Company, a Delaware corporation (“P66 Company”), the General Partner, Pipeline and the Partnership;

WHEREAS, reference is also made to that certain Limited Liability Company Agreement of Xxxxxxxx 66 Sand Hills LLC, a Delaware limited liability company (“Sand Hills”), dated November 8, 2012 (the “LLC Agreement”);

WHEREAS, pursuant to the LLC Agreement, Pipeline is the sole member of Sand Hills;

WHEREAS, pursuant to this Agreement:

(a) Pipeline desires to assign all of its right, title and interest in and to (i) [__]% of the limited liability company interests in Sand Hills (the “GP Membership Interests”) to the General Partner and (ii) [__]% of the limited liability company interests in Sand Hills (the “LP Membership Interests” and, together with the GP Membership Interests, the “Membership Interests”) to the Partnership; and the Partnership desires to accept Pipeline’s assignment of the LP Membership Interests;

(b) the General Partner desires to (i) accept the GP Membership Interests and (ii) effective immediately following such acceptance (the “Interim Effective Time”), assign all of its right, title and interest in and to the GP Membership Interests to the Partnership; and the Partnership desires to accept the General Partner’s assignment of the GP Membership Interests; and

(c) effective immediately following the Partnership’s acceptance of the GP Membership Interests (the “New Effective Time”), the Partnership desires to assign all of its right, title and interest in and to the Membership Interests to Holdings, and Holdings desires to accept the Partnership’s assignment of the Membership Interests (collectively, the “Assignments”);

WHEREAS, after giving effect to the Assignments, Holdings will hold all of the Membership Interests;

WHEREAS, the General Partner will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of Pipeline’s agreements and obligations existing or arising with respect to the GP Membership Interests from and after the Effective Time up to the Interim Effective Time;

WHEREAS, the Partnership will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of (a) Pipeline’s agreements and obligations existing or arising with respect to the LP Membership Interests from and after the Effective Time up to the New Effective Time and (b) all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests from and after the Interim Effective Time up to the New Effective Time;

WHEREAS, Holdings will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests from and after the New Effective Time; and

WHEREAS, after giving effect to (a) Pipeline’s assignment of the GP Membership Interests and LP Membership Interests to the General Partner and the Partnership, respectively, Pipeline shall cease to be a member of Sand Hills pursuant to the LLC Agreement, (b) the General Partner’s assignment of the GP Membership Interests to the Partnership, the General Partner shall cease to be a member of Sand Hills pursuant to the LLC Agreement and (c) the Partnership’s assignment of the Membership Interests to Holdings, the Partnership shall cease to be a member of Sand Hills pursuant to the LLC Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment

(a) Effective as of the Effective Time, Pipeline hereby irrevocably assigns, transfers, and conveys to (i) the General Partner all of its right, title and interest in and to the GP Membership Interests and (ii) to the Partnership all of its right, title and interest in and to the LP Membership Interests, together with, in the case of clauses (i) and (ii), all such rights and obligations as set forth in the LLC Agreement and the Delaware Limited Liability Company Act, as amended (the “Act”).

(b) Effective as of the Interim Effective Time, the General Partner hereby irrevocably assigns, transfers, and conveys to the Partnership all of its right, title and interest in and to the GP Membership Interests, together with all such rights and obligations as set forth in the LLC Agreement and the Act.

(c) Effective as of the New Effective Time, the Partnership hereby irrevocably assigns, transfers, and conveys to Holdings all of its right, title and interest in and to the Membership Interests, together with all such rights and obligations as set forth in the LLC Agreement and the Act.

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2. Acceptance, Assumption and Acknowledgment

(a) Effective as of the Effective Time, each of the General Partner and the Partnership hereby accepts Pipeline’s assignment of the GP Membership Interests and LP Membership Interests, respectively, pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Sand Hills and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable.

(b) Effective as of the Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Sand Hills and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests.

(c) Effective as of the New Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Sand Hills, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests.

3. Effect of Assignment

(a) Effective as of the Effective Time: (i) the General Partner and the Partnership shall own the GP Membership Interests and the LP Membership Interests, respectively, in accordance with this Agreement; (ii) each of the General Partner and the Partnership shall be deemed to be admitted as a member of Sand Hills, such admission shall hereby be deemed evidenced by this Agreement, and this Agreement shall be included in the books and records of Sand Hills to reflect such admission; and (c) Pipeline shall cease to be a member of Sand Hills and cease to have any right, title or interest in or to the Membership Interests and shall have no further obligations with respect to the Membership Interests or otherwise under the LLC Agreement.

(b) Effective as of the Interim Effective Time: (i) the Partnership shall own the GP Membership Interests in accordance with this Agreement; (ii) the General Partner shall cease to be a member of Sand Hills and cease to have any right, title or interest in or to the GP Membership Interests and shall have no further obligations with respect to the GP Membership Interests or otherwise under the LLC Agreement and (iii) the Partnership shall continue as the sole member of Sand Hills.

(c) Effective as of the New Effective Time: (i) Holdings shall own the Membership Interests in accordance with this Agreement; (ii) Holdings shall be deemed to be admitted as a member of Sand Hills and such admission shall hereby be deemed evidenced by this Agreement, and this Agreement shall be included in the books and records of Sand Hills to reflect such admission; and (iii) the Partnership shall cease to be a member of Sand Hills and cease to have any right, title or interest in or to the Membership Interests and shall have no further obligations with respect to the Membership Interests or otherwise under the LLC Agreement.

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4. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws of that state.

5. Further Assurances. Pipeline and Holdings agree to take such further action as may be necessary or appropriate to effect the purposes of this Agreement.

6. General. This Agreement is binding on and shall inure to the benefit of the signatories hereto and their respective successors and assigns. This Agreement is expressly subject to the terms, provisions and limitations of the Contribution Agreement and, in the event of any conflict between the terms of this Agreement and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall control. This instrument may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile or other electronic transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Time.

PIPELINE:

Xxxxxxxx 66 Pipeline LLC

By:

Name:

Title:

THE GENERAL PARTNER:

Xxxxxxxx 66 Partners GP LLC

By:

Name:

Title:

THE PARTNERSHIP:

Xxxxxxxx 66 Partners LP

By: Xxxxxxxx 66 Partners GP LLC, its General Partner

By:

Name:

Title:

HOLDINGS:

Xxxxxxxx 66 Partners Holdings LLC

By:

Name:

Title:

EXHIBIT A-2

FORM OF ASSIGNMENT OF MEMBERSHIP INTERESTS

XXXXXXXX 66 SOUTHERN HILLS LLC

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Agreement”) is made effective as of 12:01 a.m. Central time on                 , 2015 (the “Effective Time”), by and between Xxxxxxxx 66 Pipeline LLC, a Delaware limited liability company (“Pipeline”), Xxxxxxxx 66 Partners GP LLC, a Delaware limited liability company (the “General Partner”), Xxxxxxxx 66 Partners LP, a Delaware limited partnership (the “Partnership”), and Xxxxxxxx 66 Partners Holdings LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined below).

RECITALS

WHEREAS, reference is made to that certain Contribution, Conveyance and Assumption Agreement, dated as of February [    ], 2015 (the “Contribution Agreement”), by and among Xxxxxxxx 66 Company, a Delaware corporation (“P66 Company”), the General Partner, Pipeline and the Partnership;

WHEREAS, reference is also made to that certain Limited Liability Company Agreement of Xxxxxxxx 66 Southern Hills LLC, a Delaware limited liability company (“Southern Hills”), dated November 8, 2012 (the “LLC Agreement”);

WHEREAS, pursuant to the LLC Agreement, Pipeline is the sole member of Southern Hills;

WHEREAS, pursuant to this Agreement:

(a) Pipeline desires to assign all of its right, title and interest in and to (i) [    ]% of the limited liability company interests in Southern Hills (the “GP Membership Interests”) to the General Partner and (ii) [    ]% of the limited liability company interests in Southern Hills (the “LP Membership Interests” and, together with the GP Membership Interests, the “Membership Interests”) to the Partnership; and the Partnership desires to accept Pipeline’s assignment of the LP Membership Interests;

(b) the General Partner desires to (i) accept the GP Membership Interests and (ii) effective immediately following such acceptance (the “Interim Effective Time”), assign all of its right, title and interest in and to the GP Membership Interests to the Partnership; and the Partnership desires to accept the General Partner’s assignment of the GP Membership Interests; and

(c) effective immediately following the Partnership’s acceptance of the GP Membership Interests (the “New Effective Time”), the Partnership desires to assign all of its right, title and interest in and to the Membership Interests to Holdings, and Holdings desires to accept the Partnership’s assignment of the Membership Interests (collectively, the “Assignments”);

WHEREAS, after giving effect to the Assignments, Holdings will hold all of the Membership Interests;

WHEREAS, the General Partner will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of Pipeline’s agreements and obligations existing or arising with respect to the GP Membership Interests from and after the Effective Time up to the Interim Effective Time;

WHEREAS, the Partnership will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of (a) Pipeline’s agreements and obligations existing or arising with respect to the LP Membership Interests from and after the Effective Time up to the New Effective Time and (b) all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests from and after the Interim Effective Time up to the New Effective Time;

WHEREAS, Holdings will agree to be bound by the terms of the LLC Agreement and to assume and agree to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests from and after the New Effective Time; and

WHEREAS, after giving effect to (a) Pipeline’s assignment of the GP Membership Interests and LP Membership Interests to the General Partner and the Partnership, respectively, Pipeline shall cease to be a member of Southern Hills pursuant to the LLC Agreement, (b) the General Partner’s assignment of the GP Membership Interests to the Partnership, the General Partner shall cease to be a member of Southern Hills pursuant to the LLC Agreement and (c) the Partnership’s assignment of the Membership Interests to Holdings, the Partnership shall cease to be a member of Southern Hills pursuant to the LLC Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment.

(a) Effective as of the Effective Time, Pipeline hereby irrevocably assigns, transfers, and conveys to (i) the General Partner all of its right, title and interest in and to the GP Membership Interests and (ii) to the Partnership all of its right, title and interest in and to the LP Membership Interests, together with, in the case of clauses (i) and (ii), all such rights and obligations as set forth in the LLC Agreement and the Delaware Limited Liability Company Act, as amended (the “Act”).

(b) Effective as of the Interim Effective Time, the General Partner hereby irrevocably assigns, transfers, and conveys to the Partnership all of its right, title and interest in and to the GP Membership Interests, together with all such rights and obligations as set forth in the LLC Agreement and the Act.

(c) Effective as of the New Effective Time, the Partnership hereby irrevocably assigns, transfers, and conveys to Holdings all of its right, title and interest in and to the Membership Interests, together with all such rights and obligations as set forth in the LLC Agreement and the Act.

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2. Acceptance, Assumption and Acknowledgment.

(a) Effective as of the Effective Time, each of the General Partner and the Partnership hereby accepts Pipeline’s assignment of the GP Membership Interests and LP Membership Interests, respectively, pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Southern Hills and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable.

(b) Effective as of the Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Southern Hills and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests.

(c) Effective as of the New Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Southern Hills, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests.

3. Effect of Assignment.

(a) Effective as of the Effective Time: (i) the General Partner and the Partnership shall own the GP Membership Interests and the LP Membership Interests, respectively, in accordance with this Agreement; (ii) each of the General Partner and the Partnership shall be deemed to be admitted as a member of Southern Hills, such admission shall hereby be deemed evidenced by this Agreement, and this Agreement shall be included in the books and records of Southern Hills to reflect such admission; and (c) Pipeline shall cease to be a member of Southern Hills and cease to have any right, title or interest in or to the Membership Interests and shall have no further obligations with respect to the Membership Interests or otherwise under the LLC Agreement.

(b) Effective as of the Interim Effective Time: (i) the Partnership shall own the GP Membership Interests in accordance with this Agreement; (ii) the General Partner shall cease to be a member of Southern Hills and cease to have any right, title or interest in or to the GP Membership Interests and shall have no further obligations with respect to the GP Membership Interests or otherwise under the LLC Agreement and (iii) the Partnership shall continue as the sole member of Southern Hills.

(c) Effective as of the New Effective Time: (i) Holdings shall own the Membership Interests in accordance with this Agreement; (ii) Holdings shall be deemed to be admitted as a member of Southern Hills and such admission shall hereby be deemed evidenced by this Agreement, and this Agreement shall be included in the books and records of Southern Hills to reflect such admission; and (iii) the Partnership shall cease to be a member of Southern Hills and cease to have any right, title or interest in or to the Membership Interests and shall have no further obligations with respect to the Membership Interests or otherwise under the LLC Agreement.

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4. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws of that state.

5. Further Assurances. Pipeline and Holdings agree to take such further action as may be necessary or appropriate to effect the purposes of this Agreement.

6. General. This Agreement is binding on and shall inure to the benefit of the signatories hereto and their respective successors and assigns. This Agreement is expressly subject to the terms, provisions and limitations of the Contribution Agreement and, in the event of any conflict between the terms of this Agreement and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall control. This instrument may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile or other electronic transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank.]

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Time.

PIPELINE:

Xxxxxxxx 66 Pipeline LLC

By:

Name:

Title:

THE GENERAL PARTNER:

Xxxxxxxx 66 Partners GP LLC

By:

Name:

Title:

THE PARTNERSHIP:

Xxxxxxxx 66 Partners LP

By: Xxxxxxxx 66 Partners GP LLC, its General Partner

By:

Name:

Title:

HOLDINGS:

Xxxxxxxx 66 Partners Holdings LLC

By:

Name:

Title:

EXHIBIT B

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          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     , 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:

X.X. Xxxxxx

President

Signature Page to Third Amendment to the Omnibus Agreement

2

XXXXXXXX 66 PIPELINE LLC

By:

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

Signature Page to Third Amendment to the Omnibus Agreement

SCHEDULE 1.1

Permitted Liens

None.

SCHEDULE 3.4

Consents

Consent to transfer interest in DCP Sand Hills Pipeline, LLC from Xxxxxxxx 66 Sand Hills LLC to Xxxxxxxx 66 Partners Holdings LLC

Consent to transfer interest in DCP Sand Southern Pipeline, LLC from Xxxxxxxx 66 Southern Hills LLC to Xxxxxxxx 66 Partners Holdings LLC

SCHEDULE 3.8

Restrictions on Contributed Interests

1. Pursuant to Section 4.6 of the Explorer Shareholders Agreement dated March 1, 1999, certain transfers of equity interests are subject to restriction. Those restrictions are not applicable to the transactions contemplated by this Agreement.

2. Pursuant to Section 5.2 of the Second Amended and Restated Limited Liability Agreement of DCP Sand Hills Pipeline, LLC dated September 3, 2013, certain transfers of equity interests are subject to restriction. Those restrictions are not applicable to the transactions contemplated by this Agreement.

3. Pursuant to Section 5.2 of the Second Amended and Restated Limited Liability Agreement of DCP Southern Hills Pipeline, LLC dated September 3, 2013, certain transfers of equity interests are subject to restriction. Those restrictions are not applicable to the transactions contemplated by this Agreement.

SCHEDULE 3.16

Adverse Changes

None.

SCHEDULE 6.2(d)

Required Consents

Consent to transfer interest in DCP Sand Hills Pipeline, LLC from Xxxxxxxx 66 Sand Hills LLC to Xxxxxxxx 66 Partners Holdings LLC

Consent to transfer interest in DCP Southern Pipeline, LLC from Xxxxxxxx 66 Southern Hills LLC to Xxxxxxxx 66 Partners Holdings LLC