0001572910-14-000074 Sample Contracts

ASSIGNMENT, ASSUMPTION AND MODIFICATION OF NOTE
Assignment, Assumption and Modification of Note • December 2nd, 2014 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Texas

THIS ASSIGNMENT, ASSUMPTION AND MODIFICATION OF NOTE (“Assumption”) is dated effective as of December 1, 2014 by and among Phillips 66 Company, a Delaware corporation (“Original Borrower”), Phillips 66 Partners LP, a Delaware limited partnership (“New Borrower”), and Phillips Gas Company Shareholder, Inc., a Delaware corporation (“Lender”).

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SECOND AMENDMENT TO THE OPERATIONAL SERVICES AGREEMENT
The Operational Services Agreement • December 2nd, 2014 • Phillips 66 Partners Lp • Pipe lines (no natural gas)

This Second Amendment to the Operational Services Agreement (“Second Amendment”) is made and entered into as of the 1st day of December, 2014, 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.”

SECOND AMENDMENT TO THE OMNIBUS AGREEMENT
The Omnibus Agreement • December 2nd, 2014 • Phillips 66 Partners Lp • Pipe lines (no natural gas)

This Second Amendment (this “Second 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 Philips 66 Partners GP LLC (the “General Partner”) is dated as of the 1st day of December, 2014.

LEASE AGREEMENT BETWEEN PHILLIPS 66 COMPANY AS LESSOR AND PHILLIPS 66 PARTNERS HOLDINGS LLC AS LESSEE
Lease Agreement • December 2nd, 2014 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • New Jersey

This Lease is made and entered into this 1st day of December, 2014 by and between Phillips 66 Company, a Delaware corporation, herein referred to as Lessor, and Phillips 66 Partners Holdings LLC, a Delaware limited liability company, herein referred to as Lessee.

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