FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP A Delaware Limited Partnership Dated as of July 26, 2013Limited Partnership Agreement • July 26th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of July 26, 2013, is entered into by and between PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and PHILLIPS 66 COMPANY, a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
MORGAN STANLEY & CO. LLC PHILLIPS 66 PARTNERS LP 16,425,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • July 26th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • New York
Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,425,000 common units (the “Firm Units”) representing limited partner interests of the Partnership (the “Common Units”) and, at the option of the Underwriters, up to an additional 2,463,750 Common Units (the “Option Units”) solely for the purpose of covering over-allotments. The Firm Units and the Option Units are herein referred to as the “Units.” This Underwriting Agreement is herein referred to as the “Agreement.”
