0001193125-13-275029 Sample Contracts

MORGAN STANLEY & CO. LLC PHILLIPS 66 PARTNERS LP [•] Common Units Representing Limited Partner Interests Underwriting Agreement
Phillips 66 Partners Lp • June 27th, 2013 • 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 [•] 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 [•] 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.”

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OPERATIONAL SERVICES AGREEMENT by and among PHILLIPS 66 CARRIER LLC, PHILLIPS 66 PARTNERS HOLDINGS LLC and PHILLIPS 66 PIPELINE LLC
Operational Services Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This OPERATIONAL SERVICES AGREEMENT is made and entered into this day of , 2013, 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”.

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OMNIBUS AGREEMENT by and among PHILLIPS 66 COMPANY, PHILLIPS 66 PIPELINE LLC, PHILLIPS 66 PARTNERS LP, PHILLIPS 66 PARTNERS HOLDINGS, LLC, PHILLIPS 66 CARRIER LLC and PHILLIPS 66 PARTNERS GP LLC
Omnibus Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This OMNIBUS AGREEMENT (“Agreement”) is entered into as of the Effective Date by and among PHILLIPS 66 COMPANY, a Delaware corporation (“Company”), on behalf of itself and the other Phillips 66 Entities (as defined herein), PHIILLIPS 66 PIPELINE LLC, a Delaware limited liability company (“Pipeline”), PHIILLIPS 66 PARTNERS LP, a Delaware limited partnership (the “Partnership”), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”).

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CREDIT AGREEMENT among PHILLIPS 66 PARTNERS LP, PHILLIPS 66 PARTNERS HOLDINGS LLC, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent THE ROYAL BANK OF SCOTLAND PLC and DNB BANK ASA, NEW YORK BRANCH, Co- Syndication...
Credit Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • New York

CREDIT AGREEMENT, dated as of June 7, 2013, among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the “Borrower”), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (the “Initial Guarantor”), the several banks and financial institutions from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

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TAX SHARING AGREEMENT by and among PHILLIPS 66 and PHILLIPS 66 PARTNERS LP
Tax Sharing Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware
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TERMINAL SERVICES AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for Hartford, Illinois, and Pasadena, Texas
Terminal Services Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

THIS TERMINAL SERVICES AGREEMENT is made and entered into as of the Effective Date by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and PHILLIPS 66 COMPANY, a Delaware corporation (“Company”).

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TRANSPORTATION SERVICES AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for the Sweeny to Pasadena, Texas Pipeline
Transportation Services Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This transportation services agreement is made and entered into as of the Effective Date by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and PHILLIPS 66 COMPANY, a Delaware corporation (“Company”).

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TRANSPORTATION SERVICES AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for the Clifton Ridge Pipeline System
Transportation Services Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This transportation services agreement is made and entered into as of the Effective Date by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and PHILLIPS 66 COMPANY, a Delaware corporation (“Company”).

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2013 (this “Agreement”), is by and among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the “Partnership”), PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company ( “Holdings”), 66 PIPELINE LLC, a Delaware limited liability company (“66 Pipeline”), PHILLIPS 66 COMPANY, a Delaware corporation (“Phillips 66 Company”), PHILLIPS TEXAS PIPELINE COMPANY, LTD., a Texas limited partnership (“Phillips Texas Pipeline”), PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”) and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company (“Phillips 66 Pipeline”) (each, a “Party” and collectively, the “Parties”).

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AMENDED AND RESTATED THROUGHPUT AND DEFICIENCY AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for the Hartford Connector Pipeline
Throughput and Deficiency Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

This amended and restated throughput and deficiency agreement is made and entered into as of the Effective Date by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and PHILLIPS 66 COMPANY, a Delaware corporation (“Company”), and amends and restates that certain Throughput and Deficiency Agreement (the “Original Agreement”) originally entered into as of August 25, 2008, by and between Phillips 66 Pipeline LLC (formerly known as ConocoPhillips Pipe Line Company and in this Agreement called “P66 Pipeline”) and ConocoPhillips Company (“ConocoPhillips”).

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TERMINAL SERVICES AGREEMENT by and between PHILLIPS 66 PARTNERS HOLDINGS LLC and PHILLIPS 66 COMPANY for Clifton Ridge and Pecan Grove, Louisiana
Terminal Services Agreement • June 27th, 2013 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

THIS TERMINAL SERVICES AGREEMENT is made and entered into as of the Effective Date by and between PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and PHILLIPS 66 COMPANY, a Delaware corporation (“Company”).

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