0001572910-15-000033 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP SAND HILLS PIPELINE, LLC by and among DCP MIDSTREAM, LP SPECTRA ENERGY SAND HILLS HOLDING, LLC and PHILLIPS 66 SAND HILLS LLC Dated as of September 3, 2013
Limited Liability Company Agreement • May 1st, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DCP Sand Hills Pipeline, LLC, a Delaware limited liability company (the “Company”), is adopted, executed and entered into as of September 3, 2013 (the “Effective Date”), by and among DCP Midstream, LP, a Delaware limited partnership (the “DCP Member”), Spectra Energy Sand Hills Holding, LLC, a Delaware limited liability company (the “Spectra Member”), and Phillips 66 Sand Hills LLC, a Delaware limited liability company (the “Phillips Member”). DCP Member, Spectra Member and Phillips Member may be referred to herein, collectively, as the “Members” or each, individually, as a “Member”.

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Standard Contracts

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP SAND HILLS PIPELINE, LLC
Limited Liability Company Agreement • May 1st, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas)

This First Amendment to the Second Amended and Restated Limited Liability Company Agreement of DCP Sand Hills Pipeline, LLC (this "Amendment"), is adopted, executed and entered into as of January 1, 2014, and by and among DCP Pipeline Holding LLC, a Delaware limited liability company, as successor in interest to DCP Midstream, LP (the "DCP Member"), Spectra Energy Sand Hills Holding, LLC, a Delaware limited liability company (the "Spectra Member"), and Phillips 66 Sand Hills LLC, a Delaware limited liability company (the "Phillips Member"). DCP Member, Spectra Member and Phillips Member may be referred to herein, collectively, as the "Members" or each, individually, as a "Member".

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP SOUTHERN HILLS PIPELINE, LLC
Limited Liability Company Agreement • May 1st, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas)

This First Amendment to the Second Amended and Restated Limited Liability Company Agreement of DCP Southern Hills Pipeline, LLC (this "Amendment"), is adopted, executed and entered into as of March 31, 2014, and by and among DCP Pipeline Holding LLC, a Delaware limited liability company, as successor in interest to DCP LP Holdings, LLC (the "DCP Member"), Spectra Energy Southern Hills Holding, LLC, a Delaware limited liability company (the "Spectra Member") and Phillips 66 Southern Hills LLC, a Delaware limited liability company (the "Phillips !Member"). DCP Member, Spectra Member and Phillips Member may be referred to herein, collectively, as the "Members" or each, individually, as a "Member".

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