0001572910-16-000137 Sample Contracts

6,000,000 Common Units Representing Limited Partner Interests Underwriting Agreement
Phillips 66 Partners Lp • August 12th, 2016 • Pipe lines (no natural gas) • New York

Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to RBC Capital Markets, LLC (the “Underwriter”), an aggregate of 6,000,000 common units (the “Firm Units”) representing limited partner interests of the Partnership (the “Common Units”) and, at the option of the Underwriter, up to an additional 900,000 Common Units (the “Option Units”). 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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