0001104659-17-061401 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among PHILLIPS 66 PARTNERS LP and
Registration Rights Agreement • October 10th, 2017 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of October 6, 2017 (this “Agreement”), is entered into by and among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A hereto (the “Purchasers”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP A Delaware Limited Partnership Dated as of October 6, 2017
Sharing Agreement • October 10th, 2017 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of October 6, 2017, is entered into by and among PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT by and among PHILLIPS 66 CARRIER LLC, PHILLIPS 66 PARTNERS HOLDINGS LLC and PHILLIPS 66 PIPELINE LLC
Operational Services Agreement • October 10th, 2017 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT is made and entered into as of the 1st day of October, 2017, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company (“Operator”). Carrier and Holdings are collectively referred to herein as “Company”.

SEVENTH AMENDMENT TO THE OMNIBUS AGREEMENT
Omnibus Agreement • October 10th, 2017 • Phillips 66 Partners Lp • Pipe lines (no natural gas)

This Seventh Amendment (this “Seventh Amendment”) to the Omnibus Agreement (as amended, the “Omnibus Agreement”) by and among Phillips 66 Company (“Company”), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC (“Pipeline”), Phillips 66 Partners LP (the “Partnership”), Phillips 66 Partners Holdings LLC (“Holdings”), Phillips 66 Carrier LLC (“Carrier”) and Phillips 66 Partners GP LLC (the “General Partner”) is dated as of the 1st day of October, 2017.

AMENDED AND RESTATED TOLLING SERVICES AGREEMENT
Tolling Services Agreement • October 10th, 2017 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This Amended and Restated Tolling Agreement (this “Agreement”) is made and entered into as of this 1st day of October, 2017 by and between MEREY SWEENY, L.P. (“Owner”), a Delaware limited partnership and PHILLIPS 66 COMPANY (“Customer”), a Delaware corporation.

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