Exhibit 10.1

Execution Version

SERIES A PREFERRED UNIT AND COMMON UNIT

PURCHASE AGREEMENT

by and among

PHILLIPS 66 PARTNERS LP

and

THE PURCHASERS PARTY HERETO

September 21, 2017

TABLE OF CONTENTS

i

ii

Schedule A — Purchasers; Purchased Units; Funding Obligation

Schedule B — Material Subsidiaries

Exhibit A — Contribution, Conveyance and Assumption Agreement

Exhibit B — Form of Registration Rights Agreement

Exhibit C — Form of Second Amended and Restated Agreement of Limited Partnership

Exhibit D — Form of General Partner Waiver

Exhibit E-1 — Form of Opinion of Latham & Watkins LLP

Exhibit E-2 — Form of Opinion of Richards, Layton & Finger, P.A.

Exhibit F — Form of Joinder Agreement

iii

SERIES A PREFERRED UNIT AND COMMON UNIT
PURCHASE AGREEMENT

This SERIES A PREFERRED UNIT AND COMMON UNIT PURCHASE AGREEMENT, dated as of September 21, 2017 (this “Agreement”), is entered into by and among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the “Partnership”), and the purchasers set forth on Schedule A hereto (the “Purchasers”).

WHEREAS, the Partnership desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Partnership, the Purchased Units (as defined below), in accordance with the provisions of this Agreement; and

WHEREAS, the Partnership has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Common Units and the Conversion Units (as defined below).

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.01                            Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Active Placement Agents” means, collectively, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JP Morgan Securities LLC and RBC Capital Markets, LLC.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, none of the Partnership Entities, on the one hand, and any Purchaser, on the other hand, shall be deemed to be Affiliates of each other.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Anti-Money Laundering Laws” has the meaning specified in Section 3.33.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or the State of Texas are authorized or required by Law or other governmental action to close.

“Closing” has the meaning specified in Section 2.02.

“Closing Date” means the date on which the Closing occurs.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit Purchase Price” means an amount equal to $47.5873 per Purchased Common Unit.

“Common Units” means common units representing limited partner interests in the Partnership having the terms set forth in the Partnership Agreement.

“Confidentiality Agreements” means the confidentiality agreements entered into by the Partnership and each of the Purchasers or their Affiliates, as applicable, as may be amended from time to time.

“Consent” has the meaning specified in Section 3.14.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of September 19, 2017, by and among P66 Company, Phillips PDI, the General Partner and the Partnership, a copy of which is attached hereto as Exhibit A.

“Conversion Units” means the Common Units issuable upon conversion of the Purchased Preferred Units or PIK Units.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act, as amended.

“Drop-Dead Date” means October 31, 2017.

“Environmental Law” any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection, cleanup or restoration of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of hazardous or toxic substances, materials or wastes.

“ERISA” has the meaning specified in Section 3.26.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“First Reserve” means FR XIII Pantheon Holdings, L.L.C., a Delaware limited liability company.

“Funding Obligation” means, with respect to a particular Purchaser, an amount equal to (a) the Preferred Unit Purchase Price multiplied by the number of Purchased Preferred Units to

2

be purchased by such Purchaser on the Closing Date pursuant to Section 2.01, plus (b) the Common Unit Purchase Price multiplied by the number of Purchased Common Units to be purchased by such Purchaser on the Closing Date pursuant to Section 2.01.

“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof; provided, however, that for the financial statements of the Partnership prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.

“General Partner” means Phillips 66 Partners GP LLC, a Delaware limited liability company.

“General Partner Units” has the meaning specified in Section 3.02(b).

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership Entities or any of their respective properties.

“Hazardous Materials” means any material (including pollutants, contaminants, hazardous or toxic substances or wastes) that is listed, classified or otherwise regulated by or may give rise to liability under any Environmental Law, including crude oil and any fraction thereof, any petroleum products, natural gas liquids and naturally occurring radioactive materials.

“Incentive Distribution Rights” has the meaning specified in Section 3.02(a).

“Indemnified Party” has the meaning specified in Section 6.03(b).

“Indemnifying Party” has the meaning specified in Section 6.03(b).

“Initial Purchaser” means (a) the Lead Purchaser and its Affiliates, as a group, (b) First Reserve and its Affiliates, as a group, and (c) Tortoise and its Affiliates, as a group.

“Joinder Agreement” has the meaning set forth in Section 8.10.

“Knowledge” means, with respect to the Partnership, the actual knowledge of Tom Liberti and John Zuklic.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lead Purchaser” means Stonepeak Screwdriver SPV LLC, a Delaware limited liability company, in its capacity as lead purchaser for the Purchasers under this Agreement.

3

“Lien” means any security interest, lien, deed of trust, mortgage, pledge, charge, claim, restriction, easement, encumbrance or other similar interest or right.

“Material Adverse Effect” means (x) any change, event or effect that, individually or together with any other changes, events or effects, has had or would reasonably be expected to have a material adverse effect on (a) the business, properties, condition (financial or otherwise) or results of operations of the Partnership Entities, taken as a whole or (b) the ability of any of the Partnership Entities, as applicable, to perform its obligations under the Transaction Documents; provided, however, that a Material Adverse Effect shall not include any adverse effect on the foregoing to the extent such adverse effect results from, arises out of, or relates to (i) a general deterioration in the economy or changes in the general state of the markets or industries in which any of the Partnership Entities operates (including, for the avoidance of doubt, adverse changes (A) in commodity prices, (B) in capital spending by energy sector participants or their customers, (C) in production profiles in oil and gas producing basins in North America and (D) otherwise associated with the effects of distress in the energy sector as of the date of this Agreement and the resulting effect on the Partnership Entities, taken as a whole), except, with respect to this clause (i), to the extent that such Partnership Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (ii) any deterioration in the condition of the capital markets or any inability on the part of the Partnership Entities to access the capital markets, (iii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency, acts of war (whether or not declared) or the occurrence of any other calamity or crisis, including acts of terrorism, hurricane, flood, tornado, earthquake or other natural disaster, (iv) any change in accounting requirements or principles imposed upon the Partnership Entities or their respective businesses or any change in applicable Law, or the interpretation thereof, other than a change that would result in the Partnership being treated as a corporation for United States federal Tax purposes, (v) any change in the credit rating and/or outlook of any of the Partnership Entities or any of their securities (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), (vi) changes in the market price or trading volume of the Common Units (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred) or (vii) any failure of the Partnership to meet any internal or external projections, forecasts or estimates of revenue or earnings for any period (except that the underlying causes of any such failures may be considered in determining whether a Material Adverse Effect has occurred) or (y) solely for purposes of Section 2.02 and Section 2.04, the issuance or granting of any decision, order or other ruling in connection with the Specified Matter (as defined in Section 8.14 of the Contribution Agreement) that would require the portion of the crude oil pipeline included in the DAPL Assets (as defined in the Contribution Agreement) located beneath the Missouri River to completely cease operation for any period of time.

“Material Subsidiaries” means the Subsidiaries of the Partnership listed on Schedule B attached hereto.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or

4

successor to such Section) of the Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

“Non-Affiliate Transfer Period” has the meaning set forth in Section 5.04(a).

“NYSE” means the New York Stock Exchange.

“OFAC” has the meaning specified in Section 3.34.

“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents.

“P66 Company” means Phillips 66 Company, a Delaware corporation.

“Partnership” has the meaning set forth in the introductory paragraph of this Agreement.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 26, 2013, as amended from time to time in accordance with the terms thereof (including, as the context requires, by the Second A&R LPA).

“Partnership Entities” means, collectively, the Partnership, the General Partner, and each of the Partnership’s majority owned Subsidiaries.

“Partnership Indemnified Parties” has the meaning specified in Section 6.02.

“Partnership Parties” means, collectively, the Partnership and the General Partner.

“Partnership SEC Documents” means the Partnership’s forms, registration statements, reports, schedules and statements filed by it under the Exchange Act or the Securities Act, as applicable.

“Permits” has the meaning specified in Section 3.28.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Phillips PDI” means Phillips Project Development Inc., a Delaware corporation.

“Piggyback Registration” has the meaning given such term in the Registration Rights Agreement.

“PIK Units” means any additional Series A Preferred Units issued by the Partnership to the Purchasers as in-kind distributions pursuant to the Second A&R LPA.

“Placement Agent Engagement Letters” means, collectively, (a) any engagement letter entered into by the Partnership, on the one hand, and the Active Placement Agents, on the other

5

hand, and (b) any joinder letter to any such engagement letter entered into by the Partnership and any other Person in its capacity as a placement agent under such engagement letter.

“Placement Agents” means, collectively, the Active Placement Agents and any additional placement agent that executes a joinder letter to a Placement Agent Engagement Letter.

“Preferred Unit Purchase Price” means an amount equal to $54.27 per Purchased Preferred Unit.

“Purchased Common Units” has the meaning specified in Section 2.01(a).

“Purchased Preferred Units” has the meaning specified in Section 2.01(b).

“Purchased Units” means, collectively, the Purchased Common Units and the Purchased Preferred Units.

“Purchaser Indemnified Party” has the meaning specified in Section 6.01.

“Purchasers” has the meaning specified in the introductory paragraph of this Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into at the Closing, by and among the Partnership the Purchasers, in substantially the form attached hereto as Exhibit B.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.

“Representatives” means, with respect to a specified Person, the investors, officers, directors, partners, members, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Person.

“Rights-of-Way” has the meaning specified in Section 3.30.

“Second A&R LPA” has the meaning specified in Section 2.06(a)(i).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Series A Preferred Units” means the Partnership’s Series A Perpetual Convertible Preferred Units.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such

6

Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the general or limited partner interests of such partnership is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof; or (c) any other Person (other than a corporation or a partnership) as to which such Person consolidates for accounting purposes or in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

“Taxes” means any and all domestic or foreign, federal, state, local or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign Law), or as an indemnitor, guarantor, surety or in a similar capacity under any Contract.

“Third-Party Claim” has the meaning specified in Section 6.03(b).

“Tortoise” means each of Tortoise Direct Opportunities Fund, LP, a Delaware limited partnership; Tortoise MLP & Pipeline Fund, a series of Managed Portfolio Series, a Delaware statutory trust; Tortoise VIP MLP & Pipeline Portfolio, a series of Managed Portfolio Series, a Delaware statutory trust; Tortoise Energy Infrastructure Corporation, a Maryland corporation; Tortoise MLP Fund, Inc., a Maryland corporation; Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation; Tortoise Pipeline & Energy Fund, Inc., a Maryland corporation; Tortoise Energy Infrastructure Fund, Inc., a Maryland corporation; and Texas Mutual Insurance Company, a Texas insurance company.

“Total Funding Obligation” means the aggregate amount of the Funding Obligations of all of the Purchasers.

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Second A&R LPA, the Contribution Agreement and any and all other agreements or instruments executed and delivered to the Purchasers by the Partnership or the General Partner hereunder or thereunder, as applicable.

Section 1.02                            Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to

7

accounting matters hereunder shall be made, and all financial statements of the Partnership and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II.
AGREEMENT TO SELL AND PURCHASE

Section 2.01                            Sale and Purchase.

(a)                                 Subject to the terms and conditions hereof, at the Closing, each Purchaser hereby agrees to purchase from the Partnership the number of Common Units set forth opposite such Purchaser’s name on Schedule A, with any fractional Common Units being rounded to the nearest whole number of Common Units (with fractional Common Units equal to or greater than a 0.5 Common Unit being rounded to the next higher Common Unit) (collectively, the “Purchased Common Units”).

(b)                                 Subject to the terms and conditions hereof, at the Closing, each Purchaser hereby agrees to purchase from the Partnership the number of Series A Preferred Units set forth opposite such Purchaser’s name on Schedule A, with any fractional Series A Preferred Units being rounded to the nearest whole number of Series A Preferred Units (with fractional Series A Preferred Units equal to or greater than a 0.5 Series A Preferred Unit being rounded to the next higher Series A Preferred Unit) (collectively, the “Purchased Preferred Units”).

(c)                                  Subject to the terms and conditions hereof, at the Closing, the Partnership hereby agrees to issue and sell to the Purchasers the Purchased Common Units and the Purchased Preferred Units.

(d)                                 At the Closing, the Purchasers shall purchase (i) the Purchased Preferred Units for a cash purchase price equal to the Preferred Unit Purchase Price per Series A Preferred Unit and (ii) the Purchased Common Units for a cash purchase price equal to the Common Unit Purchase Price per Common Unit, and upon the Closing, the Purchasers shall be bound by the terms and provisions of the Second A&R LPA.

8

Section 2.02                            Closing. The consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place (a) on the later of (i) October 6, 2017 and (ii) the first Business Day following the first date on which the conditions set forth in Section 2.03. Section 2.04 and Section 2.05 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (b) at such other time and place as the Partnership and the Purchasers may agree. The Closing shall take place at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002 (or such other location as agreed to by the Partnership and the Purchasers).

Section 2.03                            Mutual Conditions. The respective obligations of each party to consummate the purchase and sale of the Purchased Units at the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(b)                                  there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and

(c)                                  the closing of the transactions contemplated by the Contribution Agreement shall have occurred, or shall occur concurrently with the Closing.

Section 2.04                            Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(b)                                 the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date;

9

(c)                                  the NYSE shall have authorized, subject to official notice of issuance, the listing of the Purchased Common Units and the Conversion Units;

(d)                                 no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;

(e)                                  there shall not have occurred a Material Adverse Effect; and

(f)                                   the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries described in Section 2.06(a), as applicable.

Section 2.05                            Conditions to the Partnership’s Obligations. The obligation of the Partnership to consummate the sale and issuance of the Purchased Units to each Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 the representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(b)                                 such Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; and

(c)                                  such Purchaser shall have delivered, or caused to be delivered, to the Partnership the Purchaser’s closing deliveries described in Section 2.06(b), as applicable.

Section 2.06                            Deliveries at the Closing.

(a)                                 Deliveries of the Partnership. At the Closing, the Partnership shall deliver, or cause to be delivered, to the Purchasers:

(i)                                     a fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit C (the “Second A&R LPA”);

(ii)                                  an executed counterpart of the Registration Rights Agreement;

(iii)                               a fully executed “Supplemental Listing Application” approving the Purchased Common Units and the Conversion Units for listing by the NYSE;

(iv)                              A fully executed waiver of the General Partner with respect to certain of its and its Affiliates’ rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit D;

10

(v)                                 evidence of issuance of the Purchased Common Units credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchasers;

(vi)                              evidence of issuance of the Purchased Preferred Units credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchasers;

(vii)                           a certificate of the Chief Financial Officer and the Treasurer of the General Partner, on behalf of the Partnership, dated the Closing Date, certifying, in their applicable capacities, to the effect that the conditions set forth in Section 2.03(c), Section 2.04(a), Section 2.04(b) and Section 2.04(f) have been satisfied;

(viii)                        a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated the Closing Date, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Second A&R LPA, (C)  resolutions of the board of directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, the PIK Units and the Conversion Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership or the General Partner (on its own behalf or on behalf of the Partnership), as applicable, setting forth the name and title and bearing the signatures of such officers;

(ix)                              a certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the Closing Date, to the effect that each of the Partnership Parties and Material Subsidiaries is in good standing in its respective jurisdiction of formation;

(x)                                 an opinion from each of Latham & Watkins LLP and Richards, Layton & Finger, P.A., counsel for the Partnership, in substantially the forms attached hereto as Exhibit E-1 and Exhibit E-2, respectively, which shall be addressed to the Purchasers and dated the Closing Date;

(xi)                              a counterpart to any Joinder Agreement required by Section 8.10 executed by the Partnership;

(xii)                           a cross-receipt executed by the Partnership and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and

(xiii)                        such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their respective counsel may reasonably request.

(b)                                 Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:

11

(i)                                     payment of such Purchaser’s respective Funding Obligation payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership;

(ii)                                  a counterpart of the Registration Rights Agreement, which shall have been duly executed by such Purchaser;

(iii)                               a certificate of an authorized officer of such Purchaser, dated the Closing Date, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied;

(iv)                              a duly executed Internal Revenue Service Form W-9 from such Purchaser;

(v)                                 a counterpart to any Joinder Agreement required by Section 8.10 executed by such Purchaser;

(vi)                              a cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Purchased Units to be received by such Purchaser in connection with the Closing; and

(vii)                           such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.

Section 2.07                            Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. The failure of any Purchaser to perform, or waiver by the Partnership of such performance, under any Transaction Document shall not excuse performance by any other Purchaser or the Partnership, and the waiver by any Purchaser of performance of the Partnership under any Transaction Document shall not excuse performance by the Partnership with respect to any other Purchaser. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES AND
COVENANTS RELATED TO THE PARTNERSHIP

The Partnership represents and warrants to and covenants with the Purchasers as follows:

12

Section 3.01                            Organization and Good Standing.

(a)                                 Each of the Partnership Entities has been duly formed and each is validly existing and in good standing under the laws of its respective jurisdiction of organization, with all requisite corporate, limited partnership or limited liability company, as the case may be, power and authority (i) to own or lease and to operate its properties and conduct its business as described in the Partnership SEC Documents, if any; (ii) to execute and deliver each of the Transaction Documents to which such Partnership Entity is a party and consummate the transactions contemplated thereby; and (iii) in the case of the Partnership, to issue, sell and deliver the Purchased Units, except, in the case of clause (i), where the failure to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

(b)                                 Each of the Partnership Entities is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its respective businesses requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

(c)                                  The Organizational Documents of each of the Partnership Entities have been, and in the case of the Second A&R LPA, at the Closing will be, duly authorized, executed and delivered by any Partnership Entity party thereto (and, in the case of the Organizational Documents of the General Partner, by all parties thereto) and are, and in the case of the Second A&R LPA, at the Closing will be, valid and legally binding agreements of the applicable Partnership Entity, enforceable against such Partnership Entity thereto in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 3.02                            Capitalization and Valid Issuance of Units.

(a)                                 As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 110,505,502 Common Units and the incentive distribution rights of the Partnership (as defined in the Partnership Agreement, the “Incentive Distribution Rights”).  All such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and have been fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units.

(b)                                 The General Partner is the sole general partner of the Partnership and has full power and authority to act as general partner of the Partnership as described in the Partnership SEC Documents; the General Partner is, and at the Closing Date will be, the sole

13

general partner of the Partnership, and, as of the date hereof, owns (i) 2,187,386 general partner units representing an approximate 2% general partner interest in the Partnership (the “General Partner Units”) and (ii) 100% of the Incentive Distribution Rights; the General Partner Units have been duly authorized and validly issued in accordance with the Partnership Agreement, and have been fully paid (to the extent required under the Partnership Agreement); and the General Partner owns the Incentive Distribution Rights and the General Partner Units free and clear of all Liens (except for restrictions on transferability as described the Partnership SEC Documents).

(c)                                  At the Closing Date, the Purchased Units to be issued and sold by the Partnership hereunder will have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partner interests represented thereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

(d)                                 Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except (i) for the Purchased Units to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans or (iii) as disclosed in the Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding.

(e)                                  Upon issuance in accordance with this Agreement and the Partnership Agreement, the PIK Units and the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units and Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Section 3.03                            Ownership of the Material Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Material Subsidiary (a) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Material Subsidiary), and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Material Subsidiary) and non-assessable (except as such nonassessability may be affected by the applicable Law of such Material Subsidiary’s jurisdiction of formation), and (b) are wholly owned, directly or indirectly, by the Partnership, free and clear of all Liens, except restrictions on transferability in the Organizational Documents of such Material Subsidiary. Other than the Material Subsidiaries, as of the date hereof, the Partnership has no direct or indirect ownership

14

interest in any Person other than the Material Subsidiaries that would be deemed a “significant subsidiary” of the Partnership as such term is defined in Rule 405 under the Securities Act (assuming, for purposes of this Section 3.03, that the conditions described in such definition are determined as of the date hereof).

Section 3.04                            Partnership SEC Documents. Since January 1, 2017, the Partnership’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act have been filed with the Commission on a timely basis. The Partnership SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness), except to the extent corrected by a subsequent Partnership SEC Document, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made in the case of any such documents other than a registration statement, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.

Section 3.05                            Financial Statements. The historical financial statements (including the related notes) contained or incorporated by reference in the Partnership SEC Documents, (a) comply as to form in all material respects with the applicable accounting requirements under the Securities Act and the Exchange Act (except that certain supporting schedules are omitted because they are not required, significant or applicable or the information is included in the financial statements or related notes), (b) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods and (c) have been prepared in accordance with GAAP consistently applied throughout the periods involved, in each case except to the extent disclosed therein. The other financial information of the Partnership Entities, including non-GAAP financial measures, if any, contained or incorporated by reference in the Partnership SEC Documents has been derived from the accounting records of the Partnership Entities, and fairly presents in all material respects the information purported to be shown thereby. Nothing has come to the attention of the Partnership that has caused it to believe that the statistical and market-related data included in the Partnership SEC Documents is not based on or derived from sources that are reliable and accurate in all material respects as of the date on which the applicable Partnership SEC Documents were filed.

Section 3.06                            Independent Registered Public Accounting Firm. (a) Ernst & Young LLP, which has audited certain financial statements of the Partnership, is an independent registered public accounting firm with respect to each entity it has audited within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act; and (b) to the Knowledge of the Partnership, Deloitte & Touche LLP, which has audited certain financial statements of each of DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC, was an independent auditing firm with respect to such applicable entities at the time of such audit, and has performed such audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and has not resigned or been dismissed as independent registered public accountants of the Partnership as a result of or in connection with any disagreement with the Partnership or any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

15

Section 3.07                            No Material Adverse Effect. Since December 31, 2016, except as described in the Partnership SEC Documents, there has not been any Material Adverse Effect.

Section 3.08                            No Registration Required. Assuming the accuracy of the representations and warranties of the applicable Purchaser contained in Article IV, the issuance and sale of the Purchased Units to such Purchaser pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Partnership nor, to the Knowledge of the Partnership, any Person acting on its behalf, has taken nor will take any action hereafter that would cause the loss of such exemption.

Section 3.09                            No Restrictions or Registration Rights. Except as described in the Partnership Agreement, there are no restrictions upon the voting or transfer of, any equity securities of the Partnership. Except for such rights that have been waived or as expressly set forth in the Registration Rights Agreement, neither the offering nor sale of the Purchased Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Purchased Units or other securities of the Partnership. Except as described in the Partnership Agreement, the Partnership has not granted registration rights to any Person other than the Purchasers that would provide such Person priority over the Purchasers’ rights with respect to any Piggyback Registration.

Section 3.10                            Litigation. Except as described in the Partnership SEC Documents or the Transaction Documents, there are no legal, governmental or regulatory investigations, actions, suits, claims, orders, injunctions or proceedings pending or, to the Knowledge of the Partnership, threatened to which any Partnership Entity is or may be a party or to which any property of any Partnership Entity is or may be the subject that, individually or in the aggregate, if determined adversely to a Partnership Entity, would reasonably be expected to have a Material Adverse Effect or which challenge the validity of any of the Transaction Documents or the right of either of the Partnership or the General Partner to enter into any of the Transaction Documents or to consummate the transactions contemplated by this Agreement.

Section 3.11                            No Default. No Partnership Entity is (a) in violation of its Organizational Documents; (b) in default, and no event has occurred that, with notice or lapse of time or both, would result in any breach or violation of, or constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Partnership Entity is a party or by which such Partnership Entity is bound or to which any of the property of any Partnership Entity is subject; or (c) in violation of any law or statute or any judgment, order, rule or regulation of any court, arbitrator, Governmental Authority or any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE) applicable to such Partnership Entity or any of its properties, except, in the case of clauses (b) and (c) above, for any such breach, default, prospective default or violation that is disclosed in the Partnership SEC Documents or would not, individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of the transactions contemplated by this Agreement.

Section 3.12                            No Conflicts. The issuance and sale by the Partnership of the Purchased Units, the application of the proceeds thereof, the execution, delivery and performance by the

16

Partnership of the Transaction Documents and the consummation of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (or constitute any event which, with notice, lapse of time or both, would result in any breach or violation of), or result in the creation or imposition of any Lien upon any property or assets of any Partnership Entity pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Partnership Entity is a party or by which any Partnership Entity is bound or to which any of the property of any Partnership Entity is subject; (b) result in any violation of the provisions of the Organizational Documents of any Partnership Entity; or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court, arbitrator, Governmental Authority or any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE)  applicable to such Partnership Entity or any of its properties, except, in the case of clauses (a) and (c) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of the transactions contemplated by this Agreement.

Section 3.13                            Authority: Enforceability. The Partnership has all requisite power and authority under the Partnership Agreement and the Delaware LP Act to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At the Closing, all limited partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities for the authorization, issuance, sale and delivery of the Purchased Units, the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby shall have been validly taken.  No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and sale of the Purchased Units to the Purchasers.  Each of the Transaction Documents has been duly and validly authorized and has been or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the Partnership or the General Partner, as the case may be. Each of the Transaction Documents constitutes, or will constitute, the legal, valid and binding obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the Partnership, each of the other parties thereto, in each case enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 3.14                            Approvals. No approval, authorization, consent, waiver, license, qualification, written exemption from, or order of or filing with any Governmental Authority, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), or approval of the security holders of any of the Partnership Entities (each, a “Consent”), is required in connection with the issuance and sale of the Purchased Units by the Partnership, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Partnership Entities party hereto or thereto and the consummation by the Partnership Entities of the transactions contemplated hereby or thereby, other than Consents (a) required by the Commission in connection with the

17

Partnership’s obligations under the Registration Rights Agreement, (b) required under state securities or “Blue Sky” Laws, (c) that have been, or prior to the Closing Date will be, obtained and (d) Consents, the absence or omission of which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.15                            Distribution Restrictions. No Partnership Entity is prohibited, or as a result of the transactions contemplated by this Agreement, will be prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any distributions or dividends, from making any other distribution on such Partnership Entity’s interests, from repaying to any other Partnership Entity any loans or advances to such Partnership Entity or from transferring any of such Partnership Entity’s properties or assets to the Partnership or any other Partnership Entity, except as described in the Partnership SEC Documents or under the Credit Agreement, dated as of June 7, 2013, among the Partnership, Holdings and the lenders parties thereto, as amended.

Section 3.16                            MLP Status. The Partnership is properly treated as a partnership for United States federal income Tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Partnership reasonably anticipates that more than 90% of its gross income will be qualifying income under Section 7704(d) of the Code following the consummation of the transactions contemplated by the Contribution Agreement.

Section 3.17                            Investment Company Status. None of the Partnership Entities is, and immediately after the sale of the Purchased Units hereunder and the application of the net proceeds from such sale, none of the Partnership Entities will be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

Section 3.18                            Certain Fees. Except pursuant to the Placement Agent Engagement Letters, no fees or commissions are or will be payable by the Partnership Entities to brokers, placement agents, finders or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement. The Partnership agrees that it will indemnify and hold harmless the Purchasers from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by any of the Partnership Entities or alleged to have been incurred by any of the Partnership Entities in connection with the sale of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 3.19                            Labor and Employment Matters. No labor disturbance by or dispute with employees of any of the Partnership Entities exists or, to the Knowledge of the Partnership, is contemplated or threatened, and to the Knowledge of the Partnership, there is no existing or imminent labor disturbance by, or dispute with, the employees of any of their principal suppliers, contractors or customers, except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.

18

Section 3.20                            Insurance. The Partnership Entities have, or are entitled to the benefit of, insurance (including self-insurance) covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are reasonably adequate to protect the Partnership Entities and their respective businesses in a commercially reasonable manner; all such insurance is fully in force on the date hereof and the Partnership Entities have no reason to believe that they will not be able to renew such insurance as and when such insurance expires, except for such insurance for which the failure to be outstanding and duly in force would not have a Material Adverse Effect; and no Partnership Entity has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance.

Section 3.21                            Internal Controls. The Partnership maintains a system of internal accounting controls that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (c) access to assets is permitted only in accordance with management’s general or specific authorization.  The Partnership’s internal accounting controls are effective and none of the Partnership Parties is aware of (A) any significant deficiencies in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ability of the Partnership to record, process, summarize and report financial information, or any material weaknesses in internal controls over financial reporting of the Partnership or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Partnership.

Section 3.22                            Disclosure Controls and Procedures.  The Partnership maintains effective “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act and that have been designed to ensure that information required to be disclosed by the Partnership in reports that it will file or submit under the Exchange Act will be recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the General Partner’s management as appropriate to allow timely decisions regarding required disclosure, and the interactive data in eXtensible Business Reporting Language included in the Partnership SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Partnership has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

Section 3.23                            Sarbanes-Oxley. The Partnership and, to the Knowledge of the Partnership, the General Partner’s directors or officers, in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

19

Section 3.24                            Listing and Maintenance Requirements. The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. The issuance and sale of the Purchased Units and issuance of Common Units upon conversion of the Purchased Units do not contravene NYSE rules and regulations.

Section 3.25                            Environmental Compliance. Except as described in the Partnership SEC Documents, (a) the Partnership Entities and their respective properties, assets and operations (i) are, and at all prior times were, in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (iv) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (v) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law; (b) there are no costs or liabilities associated with Environmental Laws of or relating to the Partnership Entities; except, in the case of each of clauses (a) and (b) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) (i) there are no proceedings that are pending or, to the Knowledge of the Partnership, known to be contemplated, against the Partnership Entities under any Environmental Laws in which a Governmental Authority is also a party, other than such proceedings regarding which it is reasonably believed that no monetary sanctions of $100,000 or more will be imposed, (ii)  to the Knowledge of the Partnership, there are no facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that would reasonably be expected to have a Material Adverse Effect, and (iii) none of the Partnership Entities currently expect to make material capital expenditures in order to comply with any Environmental Laws as currently in effect.

Section 3.26                            ERISA Compliance. None of the following events has occurred or exists with respect to any of the Partnership Entities: (a) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to any Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period, and which would result in a Material Adverse Effect, (b) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees of or seconded to the Partnership Entities that would constitute a Material Adverse Effect or (c) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees of or seconded to the Partnership Entities by any such Partnership Entity that would constitute a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur with respect to any of the Partnership Entities that would cause a Material Adverse Effect: (w) an increase in the aggregate amount of contributions required to be made to

20

all Plans in the current fiscal year compared to the amount of such contributions made by the Partnership Entities in the most recently completed fiscal year, (x) an increase in the Partnership Entities’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the most recently completed fiscal year, (y) any event or condition giving rise to a liability under Title IV of ERISA or (z) the filing of a claim by one or more employees of, former employees of, or employees seconded to the Partnership Entities related to its or their employment. For purposes of this Section 3.26, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which any Partnership Entity may have any liability.

Section 3.27                            Tax Returns. Each of the Partnership Entities has filed (or has obtained extensions with respect to filing) all foreign, federal, state and local Tax Returns (including, without limitation, any information returns, statements, forms, filings and reports) that are required to be filed through the date hereof, except in any case in which the failure so to file would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and has paid all Taxes (including, without limitation, any estimated Taxes) required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, other than (a) those that are currently being contested in good faith by appropriate actions and for which adequate reserves have been established or (b) those which, if not paid, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and, to the Knowledge of the Partnership Parties, no Tax deficiencies have been or could reasonably be expected to be asserted against the Partnership that could, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.  To the Knowledge of the Partnership Parties, there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any material Taxes pending or threatened in writing nor has any deficiency for any material Tax been assessed by any Governmental Authority in writing against any Partnership Entity.  To the Knowledge of the Partnership Parties, none of the Partnership Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.

Section 3.28                            Permits. The Partnership Entities possess all licenses, certificates, permits and other authorizations (“Permits”) issued by, and have made all declarations and filings with, the appropriate Governmental Authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Partnership SEC Documents, except where the failure to so possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Partnership SEC Documents, none of the Partnership Entities has received notice of any revocation or modification of any such license, certificate, permit or authorization or has reasonable basis to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.

Section 3.29                            Title to Real and Personal Property. Except as described in the Partnership SEC Documents or the Transaction Documents and except to the extent that failure

21

of the following to be true, individually or in the aggregate, would not have a Material Adverse Effect, the Partnership Entities have indefeasible title to all real property and good title to all personal property described in the Partnership SEC Documents as being owned by any of them, free and clear of all Liens, other than as do not materially affect the value of such property and do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Partnership SEC Documents; and all of the property described in Partnership SEC Documents as being held under lease by the Partnership Entities are held thereby under valid, subsisting and enforceable leases, except to the extent that the failure to so hold does not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Partnership SEC Documents.

Section 3.30                            Rights-of-Way. The Partnership Entities have such easements or rights-of-way from each person (collectively, “Rights-of-Way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Partnership SEC Documents, except for (a) qualifications, reservations and encumbrances that do not have, individually or in the aggregate, a Material Adverse Effect and (b) such rights-of-way that do not have, individually or in the aggregate, a Material Adverse Effect; the Partnership Entities have fulfilled and performed all their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in or incorporated by reference in the Partnership SEC Documents, none of such Rights-of-Way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Section 3.31                            Form S-3 Eligibility. The Partnership is eligible to register the Purchased Common Units and the Conversion Units for resale by the Purchasers under Form S-3 promulgated under the Securities Act.

Section 3.32                            No Unlawful Payments. No Partnership Entity nor, to the Knowledge of the Partnership, any director, officer, agent, employee or affiliate of any Partnership Entity has (i) used any Partnership Entity funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from Partnership Entity funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption Law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Partnership Entities, P66 Company and Phillips PDI have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all such applicable laws and regulations.

22

Section 3.33                            Compliance with Anti-Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended by the USA Patriot Act, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator or non-governmental authority involving the Partnership Entities with respect to Anti-Money Laundering Laws is pending or, to the Knowledge of the Partnership, threatened.

Section 3.34                            No Conflicts with Sanctions Laws. No Partnership Entity nor any of their respective directors, officers or employees, nor, to the Knowledge of the Partnership, any agent, affiliate or other person associated with or acting on behalf of any Partnership Entity is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership Entities located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Partnership Entities will not directly or indirectly use the proceeds of the transactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions. Since January 1, 2014, none of the Partnership Entities have knowingly engaged in or are now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Section 3.35                            Related Party Transactions. Except as described in the Partnership SEC Documents, no Partnership Entity has, directly or indirectly (a) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the General Partner or its Affiliates, or to or for any family member or Affiliate of any director or executive officer of the General Partner or its Affiliates or (b) made any material modification to the term of any personal loan to any director or executive officer of the General Partner or its Affiliates, or any family member or Affiliate of any director or executive officer of the General Partner or its Affiliates.

Section 3.36                            No Side Agreements. There are no binding agreements by, among or between the Partnership or any of its Affiliates, on the one hand, and any Purchaser or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Transaction Documents.

23

Section 3.37                            Required Disclosures and Descriptions. There are no legal or governmental proceedings (including an audit or examination by any taxing authority) pending or, to the Knowledge of the Partnership, threatened, against any of the Partnership Entities, or to which any of the Partnership Entities is a party, or to which any of their respective Properties is subject, that are required to be described in the Partnership SEC Documents but are not described as required, and there are no Contracts that are required to be described in the Partnership SEC Documents or to be filed as an exhibit to the Partnership SEC Documents that are not described or filed as required by the Securities Act or the Exchange Act.

Section 3.38                            Contribution Agreement Representations and Warranties. To the Knowledge of the Partnership, as of the date hereof, all representations and warranties set forth in the Contribution Agreement are true and correct in all material respects.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES AND
 COVENANTS OF THE PURCHASERS

Each of the Purchasers, severally but not jointly, represents and warrants and covenants to the Partnership as follows:

Section 4.01                            Existence. Such Purchaser is duly organized and validly existing and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02                            Authorization; Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Transaction Documents to which it is a party. The execution, delivery and performance of such Transaction Documents by such Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of such Purchaser, and no further consent or authorization by any other Person is required for the execution, delivery and performance of such Transactions Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby. Each of the Transaction Documents to which such Purchaser is a party has been duly executed and delivered by such Purchaser, where applicable, and constitutes a legal, valid and binding obligation of such Purchaser; provided, however, that with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 4.03                            No Breach. The execution, delivery and performance of the Transaction Documents to which such Purchaser is a party by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the Organizational Documents of such Purchaser, or (c) violate any

24

Law of any Governmental Authority or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by such Transaction Documents.

Section 4.04                            Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement, except for fees or commissions for which no Partnership Entity shall be responsible. Each Purchaser agrees that it will indemnify and hold harmless the Partnership Entities from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by or on behalf of such Purchaser or alleged to have been incurred by or on behalf of such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 4.05                            Unregistered Securities.

(a)                                 Accredited Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and is able to bear the risk of its investment in the Purchased Units, the PIK Units and the Conversion Units, as applicable. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of and investment in the Purchased Units, the PIK Units and the Conversion Units, as applicable.

(b)                                 Institutional Account. Such Purchaser is an Institutional Account as defined in FINRA Rule 4512(c) and a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including the transactions contemplated hereby.

(c)                                  Information. Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of the Partnership that have been requested and materials relating to the offer and sale of, and investment in, the Purchased Units, PIK Units and Conversion Units, as applicable, that have been requested by such Purchaser. Such Purchaser and its Representatives have been afforded the opportunity to ask questions of the Partnership and its Representatives. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchasers and its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the Partnership’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Transaction Document. Such Purchaser understands that its purchase of the Purchased Units involves a high degree of risk. Such Purchaser has sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Units.

(d)                                 Residency. Such Purchaser shall cooperate with the Partnership to provide any information reasonably necessary for any applicable securities filings.

25

(e)                                  Legends. Such Purchaser understands that, until such time as the Purchased Common Units and the Conversion Units, as applicable, have been sold pursuant to an effective registration statement under the Securities Act, or the applicable Purchased Units, PIK Units or Conversion Units, as applicable, are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Units, PIK Units and Conversion Units will bear a restrictive legend as provided in the Partnership Agreement.

(f)                                   Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that neither the Purchased Units, the PIK Units nor the Conversion Units have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the Partnership, in issuing the Purchased Units, is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

(g)                                  Rule 144. Such Purchaser understands that there is no public trading market for the Series A Preferred Units or the PIK Units, that none is expected to develop, the Purchased Units are characterized as “restricted securities” under the federal securities Laws and that the Purchased Units, the PIK Units and the Conversion Units must be held indefinitely unless and until the Purchased Units, the PIK Units or the Conversion Units, as applicable, are registered under the Securities Act or an exemption from registration is available. Such Purchaser has been advised of and is knowledgeable with respect to the provisions of Rule 144 promulgated under the Securities Act.

(h)                                 Reliance by the Partnership. Such Purchaser understands that the Purchased Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws and that the Partnership is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Units and the PIK Units, and any Conversion Units issuable upon conversion thereof.

Section 4.06                            Sufficient Funds. Such Purchaser will have available to it at the Closing sufficient funds to enable such Purchaser to pay in full at the Closing the entire amount of such Purchaser’s respective Funding Obligation in immediately available cash funds.

Section 4.07                            No Prohibited Trading. Such Purchaser has not (a) offered, sold, contracted to sell, sold any option or contract to purchase, purchased any option or contract to sell, granted any option, right or warrant to purchase, lent, or otherwise transferred or disposed of, directly or indirectly, any of the Purchased Units or (b) directly or indirectly engaged in any short sales or other derivative or hedging transactions with respect to the Purchased Units, including by means of any swap or other transaction or arrangement that transfers or that is

26

designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Purchased Units, regardless of whether any transaction described in this Section 4.07 is to be settled by delivery of Series A Preferred Units, Common Units or other securities, in cash or otherwise.

ARTICLE V.
MUTUAL COVENANTS

Section 5.01                            Conduct of Business. During the period commencing on the date of this Agreement and ending on the Closing Date, each of the Partnership Entities will use commercially reasonable efforts to conduct its business in the ordinary course of business (other than as contemplated by the Contribution Agreement) preserve intact its existence and business organization, Permits, goodwill and present business relationships with all material customers, suppliers, licensors, distributors and others having significant business relationships with the Partnership Entities (or any of them), to the extent the Partnership believes in its sole discretion that such relationships are and continue to be beneficial to the Partnership Entities and their businesses; provided, however, that during such period, the Partnership shall provide reasonably prompt written notice to the Purchasers regarding any material adverse developments in respect of the foregoing. Prior to the Closing, none of the Partnership Entities will modify, amend or waive in any material respect any provision of the Partnership Agreement or the Contribution Agreement that is material to (a) the rights of the Partnership or (b) the rights of the Purchasers, in their capacity as purchasers of the applicable Purchased Units, in each case, without the prior written consent of the Purchasers possessing the right to acquire not less than a majority of the Purchased Units.

Section 5.02                            Listing of Units. Prior to the Closing, the Partnership will use its commercially reasonable efforts to obtain approval for listing, subject to notice of issuance, of the Purchased Common Units and the Conversion Units on the NYSE.

Section 5.03                            Cooperation; Further Assurances. Each of the Partnership and the Purchasers shall use its respective commercially reasonable efforts to obtain all approvals and consents required by or necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Partnership and the Purchasers agrees to execute and deliver all such documents or instruments, to take all commercially reasonable action and to do all other commercially reasonable things it determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement.

Section 5.04                            Lock-up Agreement.

(a)                                 Without the prior written consent of the Partnership, except as specifically provided in this Agreement or as otherwise provided in the Partnership Agreement, each Purchaser of Purchased Preferred Units shall not, and shall cause its respective Affiliates not to, (i) prior to the first anniversary of the Closing Date, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Purchased Preferred Units or PIK Units held by such Purchaser; (ii) prior to the second anniversary of the

27

Closing Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Purchased Preferred Units or PIK Units held by such Purchaser that are designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership of any Purchased Preferred Units, PIK Units or Conversion Units; (iii) transfer any Purchased Preferred Units or PIK Units held by such Purchaser to any non-U.S. resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign Governmental Authority, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Purchased Preferred Units or PIK Units, regardless of whether any transaction described above is to be settled by delivery of Series A Preferred Units, Common Units or other securities, in cash or otherwise (provided, however, that the foregoing clause (iii) shall not apply if, prior to any such transfer or arrangement, such individual, corporation, partnership or other entity establishes to the satisfaction of the Partnership, its entitlement to a complete exemption from Tax withholding, including under Code Sections 1441, 1442, 1445 and 1471 through 1474, and the Treasury regulations thereunder); or (iv) effect any transfer of Purchased Preferred Units, PIK Units or Conversion Units in a manner that violates the terms of the Partnership Agreement; provided, however, that such Purchaser may at any time on and after the Closing Date pledge all or any portion of its Purchased Preferred Units, PIK Units or Conversion Units to any holders of obligations owed by the Purchaser, including without limitation to the trustee for, or Representative of, such holders, and, in each case, as applicable, subject to clauses (iii) and (iv) above, any such pledge, and any foreclosure, sale or other remedy exercised thereupon, shall in each case not be considered a breach of this Section 5.04(a); provided further that, subject to clauses (ii), (iii) and (iv) above, such Purchaser may transfer or sell any Purchased Preferred Units, PIK Units, and/or Conversion Units to (A) an Affiliate of such Purchaser or (B) any other Purchaser. Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of Purchased Preferred Units, PIK Units or Conversion Units) receiving any Purchased Preferred Units pursuant to this Section 5.04(a) shall (1) to the extent still applicable, agree to the restrictions set forth in this Section 5.04(a) and (2) to the extent still applicable, take all actions necessary to become a party to the Confidentiality Agreement between the transferee of such Purchased Preferred Units and the Partnership. For the avoidance of doubt, in no way does this Section 5.04(a) prohibit changes in the composition of any Purchaser or its partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of the Purchaser or its partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of the Purchaser among such Purchaser, its Affiliates and the limited partners of the private equity fund vehicles that indirectly own such Purchaser. After the first anniversary of the Closing Date, a Purchaser or other holder of Series A Preferred Units may transfer Series A Preferred Units, PIK Units and/or Conversion Units, as applicable, representing, on an as-converted basis, an underlying value of Conversion Units in an aggregate amount of not less than $50 million based on the closing trading price of Common Units on the date immediately preceding the date of such transfer on the NYSE or other National Securities Exchange on which the Common Units are then listed for trading (or such lesser amount if such lesser amount (x) constitutes all of the remaining Series A Preferred Units held by such Purchaser or (y) has been approved in writing by the General Partner, in its sole discretion), subject to compliance with applicable securities Laws and the Partnership Agreement; provided,

28

however, that the provisions of this sentence shall not eliminate, modify or reduce the obligations set forth in clauses (ii), (iii) or (iv) above. Notwithstanding anything to the contrary in clause (i) of this Section 5.04(a), but subject to clauses (ii), (iii) and (iv) of this Section 5.04(a), (A) during the period beginning on the date hereof and ending on the date that is 60 days after the Closing Date (the “Non-Affiliate Transfer Period”), the Lead Purchaser and its Affiliates may transfer or dispose of Purchased Units to one or more non-Affiliates of the Lead Purchaser, subject to the consent of the Partnership as to the identity of the transferee (which consent shall not be unreasonably withheld, conditioned or delayed), in a maximum of two transfers or dispositions of Preferred Units and (B) each Initial Purchaser may, during the one-year period after the Closing Date, transfer or dispose of Preferred Units to any current or future limited partner of any investment entity managed or controlled by such Initial Purchaser’s current general partner or a general partner or manager that is an Affiliate of such current general partner and is an endowment, pension or insurance investment entity; provided further, that any transfers made pursuant to clause (A) or (B) of this sentence by an Initial Purchaser (1) must consist of Purchased Preferred Units in an amount not less than $25 million based on the Preferred Unit Purchase Price, (2) the aggregate amount of Purchased Preferred Units and rights to purchase Purchased Preferred Units of such Initial Purchaser and its Affiliates transferred pursuant to this sentence and Section 8.10 shall not be greater than $100 million based on the Preferred Unit Purchase Price, and (3) such transfers are subject to the consent of the Partnership as to the identity of the transferee (which consent shall not be unreasonably withheld, conditioned or delayed).  For the avoidance of doubt, nothing in this Section 5.04(a) shall restrict the Purchasers of Purchased Common Units from taking any action with respect to such Purchaser’s Purchased Common Units in accordance with the Partnership Agreement and applicable securities Laws.

(b)                                 Without the prior written consent of the Purchasers holding a majority of the Purchased Units, during the period commencing on the date of this Agreement and ending 90 days after the Closing Date, the Partnership will not (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing with respect to any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, other than (A) as specifically provided in this Agreement or in the Contribution Agreement or the Registration Rights Agreement, (B) grants or issuances of equity awards pursuant to the incentive compensation plans or non-employee director compensation program described in the Partnership SEC Documents, (C) the filing by the Partnership of a registration statement on Form S-8, (D) offers or sales of Common Units pursuant to the Partnership’s “at the market” offering program pursuant to the registration statement on Form S-3 (File No. 333-209870) filed with the Commission on March 1, 2016, as amended by Amendment No. 1 thereto filed with the Commission on May 10, 2016, and (E) any grants or issuances of Common Units upon exercise or vesting of phantom units, performance units or other equity-based awards to the extent outstanding on the date hereof pursuant to the Partnership’s incentive compensation plans.  For the avoidance of doubt, nothing in this Section 5.04(b) shall restrict or otherwise limit the Partnership from (x) offering and selling securities that are not Common Units or securities

29

convertible or exchangeable for Common Units or (y) from filing with the Commission an additional registration statement on Form S-3 covering an “at the market” offering program, provided that the Partnership shall not make any offers or sales of Common Units under such additional registration statement until the expiration of the lock-up period identified in this Section 5.04(b).

Section 5.05                            Use of Proceeds. The Partnership shall use the proceeds of the offering of the Purchased Units to fund a portion of the consideration payable by the Partnership under the Contribution Agreement, as well as for general partnership purposes.

Section 5.06                            Tax Information. Following receipt of a written request from any Purchaser that, together with its Affiliates, continues to own Purchased Preferred Units, the Partnership shall provide such Purchaser with (i) any information such Purchaser and its Representatives may reasonably request in order to determine such Purchaser’s current and anticipated Capital Account in relation to each Common Unit to evaluate the economic and tax implications of either a liquidation or conversion of the Series A Preferred Units and (ii) a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property on the date of such request such that, if any of such Purchaser’s Series A Preferred Units were converted to Common Units and such Unrealized Gain was allocated to such Purchaser pursuant to Section 5.5(d)(iii) of the Partnership Agreement (taking proper account of allocations of higher priority), such Purchaser’s Capital Account in respect of its Common Units would be equal to the Per Unit Capital Amount for an Initial Common Unit without any need for corrective allocations under Section 6.2(h) of the Partnership Agreement.  Each such Purchaser, together with its Affiliates, shall be entitled to make such a request not more than once per calendar year.

For purposes of this Section 5.06, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Partnership Agreement.

ARTICLE VI.
INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01                            Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Indemnified Parties”) from costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless against any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for, any and all costs, losses, damages, liabilities or expenses of any kind or nature whatsoever (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, that the Purchaser Indemnified Party may incur, whether or not involving a Third-Party Claim, insofar as such loss, claim, damage or liability arises out of, or is based upon, (a) the failure of any of the representations or warranties made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct

30

in all respects) when made and as of the Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only) or (b) the breach of any covenants of the Partnership contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty; provided further that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Indemnified Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made and (y) the aggregate liability of the Partnership (i) to each Purchaser pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s respective Funding Obligation and (ii) to all Purchasers pursuant to this Section 6.01 shall not exceed the Total Funding Obligation. To the fullest extent permitted by Law, no Purchaser Indemnified Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Indemnified Party from recovering under this Section 6.01 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Section 6.02                            Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Indemnified Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for, any and all costs, losses, damages, liabilities or expenses of any kind or nature whatsoever (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, that the Partnership Indemnified Party may incur, whether or not involving a Third-Party Claim, insofar as such loss, claim, damage or liability arises out of, or is based upon, (a) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 4.01, Section 4.02, Section 4.04, Section 4.05(a), Section 4.05(c) and Section 4.05(f) or other representations and warranties that are qualified by materiality or Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date and (b) the breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided further that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Indemnified Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made and (y) the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s respective Funding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Units, the PIK Units and the Conversion Units, if applicable. To the fullest extent permitted by Law, no Partnership Indemnified Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages

31

under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership Indemnified Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Section 6.03                            Indemnification Procedure.

(a)                                 A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02.

(b)                                 Promptly after any Partnership Indemnified Party or Purchaser Indemnified Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within 10 Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of

32

such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.

Section 6.04                            Tax Matters. All indemnification payments under this Article VI shall be adjustments to the applicable Purchaser’s Funding Obligation except as otherwise required by applicable Law.

ARTICLE VII.
TERMINATION

Section 7.01                            Termination. This Agreement may be terminated at any time prior to the Closing:

(a)                                 by mutual written consent of the Partnership and a Purchaser, with respect to itself but not any other Purchaser;

(b)                                 by written notice from either the Partnership or a Purchaser, with respect to itself but not any other Purchaser, if any Governmental Authority with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by the Transaction Documents and such order, decree, ruling or other action is or shall have become final and nonappealable;

(c)                                  by written notice from either the Partnership or a Purchaser, with respect to itself but not any other Purchaser, if the Contribution Agreement is terminated for any reason; or

(d)                                 by written notice from a Purchaser, with respect to itself but not any other Purchaser, if the Closing does not occur by 11:59 p.m. on the Drop-Dead Date; provided, however, that no party may terminate this Agreement pursuant to this Section 7.01(d) if such party is, at the time of providing such written notice, in breach of any of its obligations under this Agreement.

Section 7.02                            Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01:

(a)                                 except as set forth in Section 7.02(b), this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination;

(b)                                 regardless of any purported termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Partnership and the Purchasers thereunder, this Section 7.02 and the provisions of Article VIII shall remain operative and in full force and effect as between the Partnership and the Purchasers, unless the Partnership and the Purchasers possessing the right to acquire not less than majority of the Purchased Units execute a

33

writing that expressly (with specific references to the applicable Articles, Sections or subsections of this Agreement) terminates such rights and obligations as between the Partnership and the Purchasers; and

(c)                                  each of the Confidentiality Agreements shall remain in effect in accordance with Section 8.06(a).

ARTICLE VIII.
MISCELLANEOUS

Section 8.01                            Expenses. Except as set forth below, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses; provided, however, that, if the Closing occurs, promptly following receipt of an invoice therefore containing reasonable supporting detail, the Partnership shall reimburse (i) FR XIII Pantheon Holdings, L.L.C. (as a Purchaser hereunder) for the reasonable fees and expenses of Simpson Thacher & Bartlett LLP, counsel to such Purchaser, of up to $100,000 and (ii) the Lead Purchaser for the reasonable fees and expenses of Sidley Austin LLP, counsel to the Lead Purchaser, of up to $200,000 (with legal fees and expenses of Sidley Austin LLP in excess of $200,000 to be paid pro rata by all of the Purchasers in proportion to the Funding Obligation of each Purchaser).

Section 8.02                            Interpretation. Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Partnership has an obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Partnership unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Transaction Documents is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Transaction Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next

34

succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

Section 8.03                            Survival of Provisions. To the fullest extent permitted by Law, the representations and warranties set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16, Section 3.18, Section 4.01, Section 4.02, Section 4.04, Section 4.05(a), Section 4.05(c) and Section 4.05(f) hereunder shall survive the execution and delivery of this Agreement indefinitely, the representations and warranties set forth in Section 3.26 shall survive until 60 days after the applicable statute of limitations (taking into account any extensions thereof) and the other representations and warranties set forth herein shall survive for a period of 12 months following the Closing Date, regardless of any investigation made by or on behalf of the Partnership or the Purchasers. The covenants made in this Agreement or in any other Transaction Document shall survive the Closing and remain operative and in full force and effect in accordance with their respective terms until fully performed. Regardless of any purported general termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Partnership and the Purchasers thereunder, and this Article VIII shall remain operative and in full force and effect as between the Partnership and each Purchaser, unless the Partnership and the applicable Purchaser execute a writing that expressly (with specific references to the applicable Section or subsection of this Agreement) terminates such rights and obligations as between the Partnership and such Purchaser.

Section 8.04                            No Waiver: Modifications in Writing.

(a)                                 Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b)                                 Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be effective unless signed by each of the parties thereto affected by such amendment, waiver, consent, modification or termination. Any waiver, amendment, supplement or modification of or to any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Partnership in any case shall entitle the Partnership to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 8.05                            Binding Effect. This Agreement shall be binding upon the Partnership, each of the Purchasers and their respective successors and permitted assigns. Except as expressly

35

provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 8.06                            Non-Disclosure.

(a)                                 Any Purchaser may share Evaluation Material and Discussion Information (as each is defined in each of the Confidentiality Agreements) with (i) any of the limited partners of the private equity fund vehicles that indirectly own such Purchaser at any time, provided that any such limited partner will be deemed to be a “Representative” of such Purchaser under its Confidentiality Agreement, and (ii) during the Non-Affiliate Transfer Period, the Lead Purchaser may, with the prior written consent of the Partnership (which consent shall not be unreasonably withheld, conditioned or delayed), share Evaluation Material and Discussion Information (as defined in the Lead Purchaser’s Confidentiality Agreement), including the identity of the Partnership, the size of the investment and its pricing terms with respect to the Series A Preferred Units, with any bona fide potential transferee of Purchased Units in accordance with Section 5.04(a), provided that such potential transferee executes a letter agreement with the Lead Purchaser agreeing (x) that it and its respective representatives shall be deemed “Representatives” under the Lead Purchaser’s Confidentiality Agreement and shall be responsible for any breaches of such Confidentiality Agreement as if originally a party thereto and (y) that the Partnership is an express third-party beneficiary of such letter agreement. Except as set forth in the preceding sentence, this Agreement shall not impact the terms and provisions of any of the Confidentiality Agreements. The Confidentiality Agreements shall continue to be in full force and effect, pursuant to the terms and conditions thereof, but for the avoidance of doubt, Evaluation Material (as defined in each of the Confidentiality Agreements) refers only to information furnished by or on behalf of the Partnership prior to the date hereof.

(b)                                 Other than filings made by the Partnership with the Commission, the Partnership and any of its Representatives may disclose the identity of, or any other information concerning, the Purchasers or any of their respective Affiliates only after providing the Purchasers a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that nothing in this Section 8.06 shall delay any required filing or other disclosure with the NYSE or any Governmental Authority or otherwise hinder the Partnership Entities’ or their Representatives’ ability to timely comply with all Laws or rules and regulations of the NYSE or other Governmental Authority.

(c)                                  Notwithstanding anything to the contrary in this Section 8.06, the Partnership and the General Partner agree that each Purchaser may (i) publicize its ownership in the Partnership, as well as the identity of the Partnership, the size of the investment and its pricing terms with respect to the Series A Preferred Units on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (ii) display the Partnership’s corporate logo in conjunction with any such reference.

Section 8.07                            Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy,

36

electronic mail, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a)                                 if to the Purchasers, to the addresses set forth on Schedule A.

(b)                                 if to the Partnership, to:

Phillips 66 Partners LP

c/o Phillips 66 Partners GP LLC

2331 CityWest Blvd.

Houston, Texas 77042

Attention: Treasurer

with a copy (which shall not constitute notice) to:

Phillips 66 Partners LP

c/o Phillips 66 Partners GP LLC

2331 CityWest Blvd.

Houston, Texas 77042

Attention: General Counsel

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston TX 77002

Attention:                       William N. Finnegan IV

Thomas G. Brandt

Facsimile: (713) 546-5401

Email:                bill.finnegan@lw.com

thomas.brandt@lw.com

or to such other address as the Partnership or the Purchasers may designate in writing.  All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile, if sent via facsimile; when sent, if sent by electronic mail prior to 5:00 p.m. Houston, Texas time on a Business Day, or on the next succeeding Business Day, if not; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.08                            Removal of Legend. In connection with a sale of Purchased Units, PIK Units or Conversion Units by a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Purchaser or its broker shall deliver to the Partnership a broker representation letter providing to the Partnership any information the Partnership deems necessary to determine that the sale of such Purchased Units, PIK Units or Conversion Units is made in compliance with Rule 144 promulgated under the Securities Act, including, as may be appropriate, a certification that the Purchaser is not an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership and a certification as to the length of time the such units have been held. Upon receipt of such representation letter, the Partnership

37

shall promptly remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Partnership, including the legend referred to in Section 4.05, and the Partnership shall bear all costs associated with the removal of such legend in the Partnership’s books. Upon the request of a Purchaser or its permitted assignee, the Partnership shall take all steps necessary to promptly effect the removal of the legend described in Section 4.05, and the Partnership shall bear all costs associated with the removal of such legend in the Partnership’s books (other than costs and expenses of any outside counsel of the Purchaser) if the applicable Purchased Units, PIK Units or Conversion Units have been sold pursuant to an effective registration statement under the Securities Act; are eligible for sale, transfer or other disposition under Rule 144 promulgated under the Securities Act; or otherwise may be sold, transferred or disposed of in accordance with the Securities Act, so long as such Purchaser or its permitted assignee provides to the Partnership any information the Partnership deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state Laws, including (if there is no such registration statement) a certification that the holder is not an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership, a covenant to inform the Partnership if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such units have been held. The Partnership shall cooperate with each Purchaser to effect the removal of the legend referred to in Section 4.05 at any time such legend is no longer appropriate.

Section 8.09                            Entire Agreement. This Agreement, the other Transaction Documents, the Confidentiality Agreements and the other agreements and documents referred to herein or therein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to in this Agreement, the other Transaction Documents or the Confidentiality Agreements with respect to the rights granted by the Partnership or any of its Affiliates or the Purchasers or any of their respective Affiliates. This Agreement, the other Transaction Documents, the Confidentiality Agreements and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings among the parties with respect to such subject matter.

Section 8.10                            Assignment.  Prior to the Closing, the Lead Purchaser and its Affiliates may transfer or assign their rights to purchase Purchased Units under this Agreement to one or more Persons, subject to the consent of the Partnership as to the identity of the transferee (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Lead Purchaser may transfer its right to purchase Purchased Units to (a) an Affiliate of the Lead Purchaser or (b) any other Purchaser; provided further, that (a) any assignment made pursuant to this Section 8.10 by a Purchaser must consist of the right and related obligations to purchase Purchased Units in an amount not less than $25 million based on the Preferred Unit Purchase Price, (b) the aggregate amount of Purchased Preferred Units and rights to purchase Purchased Preferred Units of such Purchaser and its Affiliates transferred pursuant to this Section 8.10 and Section 5.04(a) shall not be greater than $100 million based on the Preferred Unit Purchase Price, (c) any assignee of the Lead Purchaser’s or its Affiliates’ rights pursuant to this Section 8.10 must execute and deliver to the Partnership at the Closing a Joinder Agreement in the form attached hereto as Exhibit F (the “Joinder Agreement”) and (d) a maximum of two transfers may

38

be made pursuant to this Section 8.10 and Section 5.04(a).  If, and only if, such assignee consummates the purchase at the Closing, then concurrently with the Closing, the assignor shall be released in full from its obligations under this Agreement with respect to the assigned portion of the Purchased Units and the assignee shall be considered a Purchaser hereunder with respect to such portion of the Purchased Units. Prior to and until the Closing occurs, the assignor shall remain fully responsible for its obligations under the Agreement, notwithstanding any execution of a Joinder Agreement by the assignee. In the event of any such assignment, Schedule A shall be amended to reflect the assignee as an additional or alternate Purchaser and the corresponding number of Purchased Units to be purchased by such assignee.

Section 8.11                            Governing Law: Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto consents to process being served in any such action by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall, to the fullest extent permitted by Law, constitute good and sufficient service of process and notice thereof; provided, however, that nothing in the foregoing shall affect or limit any right to serve process in any other manner permitted by Law.

Section 8.12                            Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

39

Section 8.13                            Exclusive Remedy.

(a) Each party hereto hereby acknowledges and agrees that the rights of each party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, if any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. If any party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party subject to the terms hereof and in addition to any remedy at law for damages or other relief, may (at any time prior to the valid termination of this Agreement pursuant to Article VII) institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

(b) The sole and exclusive remedy for any and all claims arising under, out of, or related to this Agreement or the transactions contemplated hereby, shall be the rights of indemnification set forth in Article VI only and, to the fullest extent permitted by Law, no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall limit or otherwise restrict a fraud claim brought by any party hereto or the right to seek specific performance pursuant to Section 8.12(a).

Section 8.14                            No Recourse Against Others.

(a)                                 All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Partnership and the Purchasers. To the fullest extent permitted by Law, no Person other than the Partnership or the Purchasers, including no stockholder, Affiliate or Representative thereof, nor any stockholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, each of the Partnership and the Purchasers hereby waives and releases all such liabilities, claims, causes of action and obligations against any such third Person.

(b)                                 Without limiting the foregoing, to the maximum extent permitted by Law, (i) each of the Partnership and the Purchasers hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other or otherwise impose liability of the other on any third Person in respect of the transactions contemplated hereby, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (ii) each of the Partnership and the Purchasers disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement.

40

Section 8.15                            No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Partnership and the Purchasers, (and (a) for purposes of Articles III and IV and this Section 8.15 only, the Placement Agents; (b) for purposes of Article VI only, the Purchaser Indemnified Parties and the Partnership Indemnified Parties; and (c) for purposes of Section 8.14 only, the Placement Agents and any stockholder, Affiliate or Representative of the Partnership or the Purchasers, or any stockholder, Affiliate or Representative of any of the foregoing), any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; it being understood and agreed, that, notwithstanding anything to the contrary contained herein, the Placement Agents shall be entitled to rely on Articles III and IV, Section 8.14 and this Section 8.15. Notwithstanding anything to the contrary contained herein, Articles III and IV, Section 8.14 and this Section 8.15 may not be modified, waived or terminated in any manner that impacts or is adverse in any respect to the Placement Agents without the prior written consent of the Active Placement Agents.

Section 8.16                            Certain Adjustments. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of any transaction described in clauses (1) through (8) of Section 5.11(b)(v)(E) of the Second A&R LPA that occurs following the date of this Agreement and prior to the Closing Date, the Common Unit Purchase Price and the Preferred Unit Price, as applicable and without duplication, shall be proportionately adjusted in accordance with the terms of Section 5.11(b)(v)(E) of the Second A&R LPA to account for any such transaction.

Section 8.17                            Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

[Signature Page Follows]

41

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[Signature page to Series A Preferred Unit and Common Unit Purchase Agreement]

[Signature page to Series A Preferred Unit and Common Unit Purchase Agreement]

[Signature page to Series A Preferred Unit and Common Unit Purchase Agreement]

Schedule A

Schedule A to Series A Preferred Unit and Common Unit Purchase Agreement

Schedule B

Material Subsidiaries

Schedule B to Series A Preferred Unit and Common Unit Purchase Agreement

Exhibit A

Contribution, Conveyance and Assumption Agreement

[See Attached.]

Exhibit B

Form of Registration Rights Agreement

[See Attached.]

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

PHILLIPS 66 PARTNERS LP

AND

THE PURCHASERS NAMED ON SCHEDULE A
HERETO

DATED [·], 2017

[Form of Registration Rights Agreement]

TABLE OF CONTENTS

[Form of Registration Rights Agreement]

i

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 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”).

WHEREAS, this Agreement is made in connection with the closing of the issuance and sale of the Series A Preferred Units and Common Units (the date of such closing, the “Closing Date”) pursuant to the Series A Preferred Unit and Common Unit Purchase Agreement, dated as of [·], 2017, by and among the Partnership and the Purchasers (the “Purchase Agreement”); and

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE IX.
DEFINITIONS

Section 9.01                            Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” (including, with correlative meanings, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither the Partnership, on the one hand, nor any Purchaser, on the other hand, shall be deemed to be Affiliates of each other.

“Agreement” has the meaning specified in the introductory paragraph of this Agreement.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or the State of Texas are authorized or required by law or other governmental action to close.

“Closing Date” has the meaning specified in the recitals to this Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit Price” means $47.5873 per Common Unit.

“Common Unit Registrable Securities” means the Conversion Unit Registrable Securities and the PIPE Unit Registrable Securities.

[Form of Registration Rights Agreement]

“Common Units” means the common units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement.

“Conversion Unit Registrable Securities” means the Common Units issuable upon conversion of the Series A Preferred Units, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02.

“Conversion Unit Registration Statement” has the meaning specified in Section 2.01(a)(ii).

“Effective Date” means, with respect to any Registration Statement, the date of effectiveness of such Registration Statement.

“Effectiveness Period” has the meaning specified in Section 2.01(a)(iv).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“First Reserve” means FR XIII Pantheon Holdings, L.L.C., a Delaware limited liability company.

“General Partner” means Phillips 66 Partners GP LLC, a Delaware limited liability company and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership.

“Holder” means the record holder of any Registrable Securities.

“Holder Underwriter Registration Statement” has the meaning specified in Section 2.04(q).

“Included Registrable Securities” has the meaning specified in Section 2.02(a).

“Initiating Holder” has the meaning specified in Section 2.03(b).

“Liquidated Damages” has the meaning specified in Section 2.01(b).

“Liquidated Damages Multiplier” means the product of (a) (i) with respect to any Registration Statement for the Common Unit Registrable Securities, the Common Unit Price or (ii) with respect to the Registration Statement for the Series A Preferred Unit Registrable Securities, the Preferred Unit Price and (b) (i) in the case of clause (a)(i), the number of PIPE Unit Registrable Securities or Conversion Unit Registrable Securities, as applicable, then held by the applicable Holder and to be included on the applicable PIPE Unit Registration Statement or Conversion Unit Registration Statement, and (ii) in the case of clause (a)(ii), the number of Series A Preferred Unit Registrable Securities then held by the applicable Holder and to be included on the applicable Preferred Unit Registration Statement.

“Losses” has the meaning specified in Section 2.08(a).

[Form of Registration Rights Agreement]

2

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) of the Exchange Act (or successor to such Section)) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

“Other Holder” has the meaning specified in Section 2.02(a).

“Partnership” has the meaning specified in the introductory paragraph of this Agreement.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as amended.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Phillips 66” means Phillips 66, a Delaware corporation.

“Piggyback Notice” has the meaning specified in Section 2.02(a).

“Piggyback Opt-Out Notice” has the meaning specified in Section 2.02(a).

“Piggyback Registration” has the meaning specified in Section 2.02(a).

“PIK Units” means any additional Series A Perpetual Convertible Preferred Units issued by the Partnership to the holders of Series A Preferred Units pursuant to Section 5.11(b)(i)(A) of the Partnership Agreement.

“PIPE Unit Registrable Securities” means the Common Units to be issued and sold to the Purchasers on the Closing Date pursuant to the Purchase Agreement, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02.

“PIPE Unit Registration Statement” has the meaning specified in Section 2.01(a)(i).

“Preferred Unit Price” means $54.27 per Series A Preferred Unit.

“Preferred Unit Registration Statement” has the meaning specified in Section 2.01(a)(iii).

“Purchase Agreement” has the meaning specified in the recitals to this Agreement.

[Form of Registration Rights Agreement]

3

“Purchased Units” has the meaning given to such term in the Purchase Agreement.

“Purchasers” has the meaning specified in the introductory paragraph of this Agreement.

“Registrable Securities” means the Common Unit Registrable Securities and the Series A Preferred Unit Registrable Securities.

“Registration” means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration.

“Registration Expenses” has the meaning specified in Section 2.07(a).

“Registration Statement” has the meaning specified in Section 2.01(a)(ii).

“Rule 144” means Rule 144 (or any successor or similar provision adopted by the Commission then in effect) promulgated under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Selling Expenses” has the meaning specified in Section 2.07(a).

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

“Selling Holder Indemnified Persons” has the meaning specified in Section 2.08(a).

“Series A Preferred Unit Registrable Securities” means the Series A Preferred Units, all of which are subject to the rights of Series A Preferred Unit Registrable Securities provided herein until such time as such securities either (a) convert into Common Units pursuant to the terms of the Partnership Agreement or (b) cease to be Registrable Securities pursuant to Section 1.02.

“Series A Preferred Units” means the Series A Perpetual Convertible Preferred Units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement to be issued and sold to the Purchasers pursuant to the Purchase Agreement, including any PIK Units issued in connection therewith.

“Stonepeak” means Stonepeak Screwdriver SPV LLC, a Delaware limited liability company.

“Target Effective Date” means (a) with respect to the PIPE Unit Registration Statement for the PIPE Unit Registrable Securities, 90 days from the date hereof, (b) with respect to the Conversion Unit Registration Statement for the Conversion Unit Registrable Securities, the second anniversary of the date hereof, and (c) with respect to the Preferred Unit Registration Statement for the Series A Preferred Unit Registrable Securities, 90 days from the date hereof.

[Form of Registration Rights Agreement]

4

“Tortoise” means each of Tortoise Direct Opportunities Fund, LP, a Delaware limited partnership; Tortoise MLP & Pipeline Fund, a series of Managed Portfolio Series, a Delaware statutory trust; Tortoise VIP MLP & Pipeline Portfolio, a series of Managed Portfolio Series, a Delaware statutory trust; Tortoise Energy Infrastructure Corporation, a Maryland corporation; Tortoise MLP Fund, Inc., a Maryland corporation; Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation; Tortoise Pipeline & Energy Fund, Inc., a Maryland corporation; Tortoise Energy Infrastructure Fund, Inc., a Maryland corporation; and Texas Mutual Insurance Company, a Texas insurance company.

“Underwriter” means, with respect to any Underwritten Offering, the underwriters of such Underwritten Offering.

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold to an Underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“WKSI” means a well-known seasoned issuer (as defined in the rules and regulations of the Commission).

Section 9.02                            Registrable Securities. Any Registrable Security will cease to be a Registrable Security upon the earliest to occur of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement, (b) when such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates or to any assignee or transferee to whom the rights under this Agreement have been transferred pursuant to Section 2.10) pursuant to any section of Rule 144, (c) when such Registrable Security is held by Phillips 66, the Partnership or any of their respective direct or indirect subsidiaries and (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.10. In addition, a Holder will cease to have rights to require Registration of any Registrable Securities held by such Holder under this Agreement (i) with respect to Series A Preferred Unit Registrable Securities, the date on which all Series A Preferred Unit Registrable Securities have been converted into Common Units pursuant to Article V of the Partnership Agreement, (ii) with respect to Conversion Unit Registrable Securities, on the later of (A) the second anniversary of the date on which all Series A Preferred Units have been converted into Common Units pursuant to Article V of the Partnership Agreement and (B) if such Holder is an affiliate (as defined in Rule 144) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership, and (iii) with respect to PIPE Unit Registrable Securities, on the later of (A) the fifth anniversary of the date on which the PIPE Unit Registration Statement is effective and, (B) if such Holder is an affiliate (as defined in Rule 144) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership.  For the avoidance of doubt, the provisions of this Section 1.02 do not modify the transfer restrictions applicable to the Holders set forth in the Partnership Agreement (including Section 5.11(b)(vii) thereof).

[Form of Registration Rights Agreement]

5

ARTICLE X.
REGISTRATION RIGHTS

Section 10.01                     Shelf Registration.

(a)                                 Shelf Registration Statements.

(i)                                     The Partnership shall use its commercially reasonable efforts to (A) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (B) cause such initial PIPE Unit Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities.

(ii)                                  The Partnership shall use its commercially reasonable efforts to (A) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (B) cause such initial Conversion Unit Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities.

(iii)                               The Partnership shall use its commercially reasonable efforts to (A) prepare and file an initial registration statement under the Securities Act to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”) and (B) cause such initial Preferred Unit Registration Statement to become effective no later than the Target Effective Date for the Series A Preferred Unit Registrable Securities.

(iv)                              The Partnership will use its commercially reasonable efforts to cause the Registration Statements filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) (1) with respect to Series A Preferred Unit Registrable Securities, the  date on which all Series A Preferred Units have been converted into Common Units pursuant to Article V of the Partnership Agreement, (2) with respect to Conversion Unit Registrable Securities, the later of (I) the second anniversary of the date on which all Series A Preferred Units have been converted into Common Units pursuant to Article V of the Partnership Agreement and, (II) if such Holder is an affiliate (as defined in Rule 144) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership, and (3) with respect to PIPE Unit Registrable Securities, on the later of (I) the fifth anniversary of the date on which the PIPE Unit Registration Statement is

[Form of Registration Rights Agreement]

6

effective and, (II) if such Holder is an affiliate (as defined in Rule 144) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership (in each case of clause (A) or (B), the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided, however, that if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

(b)                                 Failure to Become Effective.

(i)                                     If a Registration Statement required by Section 2.01(a) does not become or is not declared effective by the applicable Target Effective Date, then each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Registration Statement), as liquidated damages and not as a penalty, of (A) for each non-overlapping 30-day period for the first 60 days following the applicable Target Effective Date, an amount equal to 0.25% of the applicable Liquidated Damages Multiplier, and (B) for each non-overlapping 30-day period beginning on the 61st day following the applicable Target Effective Date, an amount equal to the amount set forth in clause (A) plus an additional 0.25% of the applicable Liquidated Damages Multiplier for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter), up to a maximum amount equal to 1.0% of the applicable Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as such Registration Statement is declared or becomes effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within 10 Business Days after the end of each such 30-day period.

(ii)                                  Any Liquidated Damages payable by the Partnership pursuant to Section 2.01(b)(i) shall be paid to each Holder in immediately available funds to the account or accounts specified by the applicable Holders in writing; provided, however, that if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of or constitute a default under a credit facility or other debt instrument, then the Partnership shall pay such Liquidated Damages using as much cash as is permitted without causing a breach of or default under such credit facility or other debt instrument and may pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (A) prepare and file an

[Form of Registration Rights Agreement]

7

amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (B) prepare and file a supplemental listing application with the New York Stock Exchange (or such other National Securities Exchange on which the Common Units are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to quotient of (x) the dollar amount of the balance of such Liquidated Damages due to each such Holder divided by (y) the volume-weighted average closing price of the Common Units on the New York Stock Exchange (or such other National Securities Exchange on which the Common Units are then listed and traded) for the 10 trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due. Any payment of Liquidated Damages shall be prorated for any period of less than 30 days accruing during any period for which a holder is entitled to receive Liquidated Damages hereunder.

(c)                                  Waiver of Liquidated Damages. If the Partnership is unable to cause (i) the PIPE Unit Registration Statement to become effective on or before the applicable Target Effective Date, then the Partnership may request a waiver of the Liquidated Damages with respect thereto, which may be granted by the consent of the Holders of at least a majority of the PIPE Unit Registrable Securities, in their sole discretion, and which such waiver shall apply to all the Holders of PIPE Unit Registrable Securities included on such Registration Statement, or (ii) the Conversion Unit Registration Statement or the Preferred Unit Registration Statement to become effective on or before the applicable Target Effective Date, then the Partnership may request a waiver of the Liquidated Damages with respect thereto, which may be granted by the consent of Holders of at 66 2/3% of the outstanding Conversion Unit Registrable Securities or the Series A Preferred Unit Registrable Securities, as applicable, and which such waiver shall apply to all the Holders of Registrable Securities included on such Registration Statement.

(d)                                                Delay Rights.  Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary

[Form of Registration Rights Agreement]

8

or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Section 10.02                     Piggyback Registration.

(a)                                 Participation. If at any time the Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Holder, other than Phillips 66 or any of its Affiliates, who has registration rights related to an Underwritten Offering undertaken pursuant to Section 2.03 (“Other Holder”), or (ii) a prospectus supplement relating to the sale of Common Units by any Other Holders to an effective “automatic” registration statement, so long as the Partnership is a WKSI at such time or, whether or not the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of Common Units by Other Holders in an Underwritten Offering undertaken pursuant to Section 2.03, then the Partnership shall give not less than three Business Days’ notice (or two Business Days’ notice in connection with any overnight or bought Underwritten Offering) (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $20 million of Common Unit Registrable Securities (based on the Common Unit Price), and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $25 million of Common Unit Registrable Securities (based on the Common Unit Price), in the aggregate, or (B) to such Holders if the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Partnership or (y) the Holders have received notice from the Partnership that such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by the Partnership within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Partnership’s intention to undertake an Underwritten Offering and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Partnership may, at its election, give written notice of such determination to the

[Form of Registration Rights Agreement]

9

Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Unit Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof. Each Holder’s rights under this Section 2.02(a) shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $20 million of Common Unit Registrable Securities (based on the Common Unit Price). Each Holder shall notify the Partnership in writing when such Holder (together with its Affiliates) holds less than $20 million of Common Unit Registrable Securities (based on the Common Unit Price).

(b)                                 Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for Other Holders advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Partnership shall include the number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Common Units requested to be included therein by the Initiating Holder; and (ii) second, pro rata among the Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering (based, for each such Holder, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such Holder in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all Holders in such Underwritten Offering).

Section 10.03                     Underwritten Offering.

(a)                                 Purchaser Demand Rights.  Following the first anniversary of the date of this Agreement, if (i) the Holders of a majority of the outstanding Common Unit Registrable Securities or (ii) a Holder that, together with its Affiliates, holds at least $100 million of Common Unit Registrable Securities (based on the Common Unit Price), in the aggregate, elect to dispose of Common Unit Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $50 million from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling

[Form of Registration Rights Agreement]

10

Holder that has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Partnership shall, at the written request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include indemnities to the effect and to the extent provided in Section 2.08 and other provisions consistent with this Agreement, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Common Unit Registrable Securities; provided, however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreement for, any Underwritten Offering other than (A) two Underwritten Offerings at the request of Stonepeak or any of its Affiliates, (B) one Underwritten Offering at the request of First Reserve or any of its Affiliates and (C) one Underwritten Offering at the request of Tortoise or any of its Affiliates; provided further that (x) none of the foregoing Underwritten Offerings in clauses (A) through (C) above shall occur within 365 days of each other and (y) if the Partnership, Phillips 66 or any of their respective Affiliates is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership may suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period.

(b)                                 General Procedures. In connection with any Underwritten Offering contemplated by Section 2.02 or Section 2.03(a), the underwriting agreement into which each Selling Holder and the Partnership shall enter shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in firm commitment Underwritten Offerings of securities by the Partnership. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the Underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective; provided further that, in the event the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Unit Registrable Securities offered or the market for the Common Units, and the amount of Common Unit Registrable Securities requested to be included in such Underwritten Offering by the Holder that initiated such Underwritten Offering pursuant to Section 2.03(a) (the “Initiating Holder”) is reduced by 50% or more, the Initiating Holder will have the right to withdraw from such Underwritten Offering by delivering notice to the

[Form of Registration Rights Agreement]

11

Partnership at least one Business Day prior to the time of pricing of such Underwritten Offering, in which case the Partnership will have no obligation to proceed with such Underwritten Offering and such Underwritten Offering, whether or not completed, will not decrease the number of Underwritten Offerings the Initiating Holder shall have the right and option to request under this Section 2.03. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses.

Section 10.04                     Further Obligations. In connection with its obligations under this Article II, the Partnership will:

(a)                                 promptly prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b)                                 if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering under a Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of such Underwritten Offering, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement;

(c)                                  furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and, to the extent timely received, make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Registration Statement or such other registration statement and the prospectus included therein or any supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the resale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(d)                                 if applicable, use its commercially reasonable efforts to promptly register or qualify the Registrable Securities covered by any Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required

[Form of Registration Rights Agreement]

12

to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(e)                                  promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(f)                                   promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is reasonably necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(g)                                  upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(h)                                 in the case of an Underwritten Offering, furnish, or use its reasonable efforts to cause to be furnished, upon request, (i) an opinion of counsel for the Partnership addressed to the Underwriters, dated the date of the closing under the applicable underwriting agreement, and (ii) a “comfort letter” addressed to the Underwriters, dated the pricing date of such Underwritten Offering, and a letter of like kind dated the date of the closing under the applicable underwriting agreement, in each case, signed by the independent public accountants who have certified the

[Form of Registration Rights Agreement]

13

Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort letter” shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the Underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such Underwriters may reasonably request;

(i)                                     otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;

(j)                                    make available to the appropriate representatives of the Managing Underwriter during normal business hours access to such information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, however, that the Partnership need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership;

(k)                                 use its commercially reasonable efforts to cause all Common Unit Registrable Securities registered pursuant to this Agreement to be listed on the New York Stock Exchange (or such other National Securities Exchange on which the Common Units are then listed and traded) or a nationally recognized quotation system on which similar securities issued by the Partnership are then listed; provided, however, that, for the avoidance of doubt, the Partnership shall have no obligation to cause any Series A Preferred Unit Registrable Securities registered pursuant to this Agreement to be listed on any National Securities Exchange or nationally recognized quotation system;

(l)                                     use its commercially reasonable efforts to cause Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(m)                             provide a transfer agent, which may be the General Partner or one of its Affiliates as provided in the Partnership Agreement, and registrar for all Registrable Securities covered by any Registration Statement not later than the Effective Date of such Registration Statement;

(n)                                 enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the Underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including using commercially reasonable efforts to make appropriate officers of the General Partner available to participate in customary marketing activities); provided, however, that (i) the officers of the General Partner shall not be required to dedicate an unreasonably burdensome amount of time in connection with any roadshow and related marketing activities for any Underwritten Offering and (ii) if the Partnership, using commercially reasonable efforts, is unable to make such appropriate officers of the General Partner available to participate in connection with any such roadshow or related marketing activities (whether in person or otherwise), the Partnership shall make such appropriate officers available to participate via conference call or other means of communication;

[Form of Registration Rights Agreement]

14

(o)                                 if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(p)                                 if reasonably required by the Partnership’s transfer agent, the Partnership shall promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer Registrable Securities without legend upon sale by the Holder of such Registrable Securities under a Registration Statement; and

(q)                                 if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with a Registration Statement and any amendment or supplement thereof (a “Holder Underwriter Registration Statement”), then the Partnership will reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Partnership and satisfy its obligations in respect thereof. In addition, at any Holder’s request, the Partnership will furnish to such Holder, on the date of the effectiveness of the Holder Underwriter Registration Statement and thereafter from time to time on such dates as such Holder may reasonably request (provided that such request shall not be more frequently than on an annual basis unless such Holder is offering Registrable Securities pursuant to a Holder Underwriter Registration Statement), (i) a “comfort letter,” dated such date, from the Partnership’s independent certified public accountants in form and substance as has been customarily given by independent certified public accountants to underwriters in Underwritten Offerings of securities by the Partnership, addressed to such Holder, (ii) an opinion, dated as of such date, of counsel representing the Partnership for purposes of the Holder Underwriter Registration Statement, in form, scope and substance as has been customarily given in Underwritten Offerings of securities by the Partnership, accompanied by standard “10b-5” negative assurance for such offerings, addressed to such Holder and (iii) a standard officer’s certificate from the chief executive officer or chief financial officer, or other officers serving such functions, of the General Partner addressed to the Holder, as has been customarily given by such officers in Underwritten Offerings of securities by the Partnership. The Partnership will also use its reasonable efforts to provide legal counsel to such Holder with an opportunity to review and comment upon any such Holder Underwriter Registration Statement, and any amendments and supplements thereto, prior to its filing with the Commission.

Notwithstanding anything to the contrary in this Section 2.04, the Partnership will not name a Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement or Holder Underwriter Registration Statement, as applicable, without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the applicable Registration Statement, and the Partnership shall have no further obligations

[Form of Registration Rights Agreement]

15

hereunder with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s due diligence as set forth in subsection (q) of this Section 2.04 with respect to the Partnership at the time such Holder’s consent is sought.

Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in writing by the Partnership that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the Managing Underwriter or Managing Underwriters, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 10.05                     Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 10.06                     Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (including standard carve-outs and exceptions) with underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder.

Section 10.07                     Expenses.

(a)                                 Certain Definitions. “Registration Expenses” shall not include Selling Expenses but otherwise means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the Registration of Registrable Securities on a Registration Statement pursuant to Section 2.01, a Piggyback Registration pursuant to Section 2.02, or an Underwritten Offering pursuant to Section 2.03, and the disposition of such Registrable

[Form of Registration Rights Agreement]

16

Securities, including all registration, filing, securities exchange listing and National Securities Exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means all underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of the Registrable Securities, plus any costs or expenses related to any roadshows conducted in connection with the marketing of any Underwritten Offering.

(b)                                 Expenses. The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08, the Partnership shall not be responsible for professional fees (including legal fees) incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

Section 10.08                     Indemnification.

(a)                                 By the Partnership. In the event of a Registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity

[Form of Registration Rights Agreement]

17

with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(b)                                 By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner and the General Partner’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c)                                  Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.08(c), except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder

[Form of Registration Rights Agreement]

18

without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.

(d)                                 Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)                                  Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 10.09                     Securities Act Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the resale of the Registrable Securities without registration, the Partnership agrees to use its commercially reasonable efforts to:

(a)                                 make and keep public information regarding the Partnership available, as those terms are understood and defined under the Securities Act, at all times from and after the date hereof;

(b)                                 file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and

[Form of Registration Rights Agreement]

19

(c)                                  so long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement of the Partnership that it has complied with the reporting requirements of Rule 144, or any other available safe-harbor or exemption, under the Securities Act (or any similar provision then in effect) and (ii) unless otherwise available via the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 10.10                     Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $50 million of Registrable Securities (based on the Common Unit Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates; (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned; and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Section 10.11                     Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the outstanding Common Unit Registrable Securities and securities convertible into Common Unit Registrable Securities (voting on an as-converted basis as described in Section 5.11(b)(ii)(A) of the Partnership Agreement), voting as a single class, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership for Other Holders on a basis other than pari passu with, or expressly subordinate to, the piggyback rights of the Holders of Common Unit Registrable Securities hereunder; provided, that in no event shall the Partnership enter into any agreement that would permit another holder of securities of the Partnership to participate on a pari passu basis (in terms of priority of cut-back based on advice of underwriters) with a Purchaser requesting registration or takedown in an Underwritten Offering pursuant to Section 2.03(a).

Section 10.12                     Limitation on Obligations for Series A Preferred Units.  Notwithstanding anything to the contrary in this Agreement, nothing contained herein shall be construed to require the Partnership to (a) conduct an underwritten offering for the public sale, resale or any other disposition of Series A Preferred Unit Registrable Securities, (b) except as expressly provided in this Agreement, otherwise assist in the public resale of any Series A Preferred Unit Registrable Securities, (c) provide any Holder of Series A Preferred Unit Registrable Securities any rights to include any Series A Preferred Unit Registrable Securities in any underwritten offering relating to the sale by the Partnership or any other Person of any securities of the Partnership or (d) cause any Series A Preferred Unit Registrable Securities to be listed on any securities exchange or nationally recognized quotation system.

[Form of Registration Rights Agreement]

20

ARTICLE XI.
MISCELLANEOUS

Section 11.01                     Communications. All notices, demands and other communications provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, personal delivery or (in the case of any notice given by the Partnership to the Purchasers) email to the following addresses:

(a)                                 If to the Purchasers, to the addresses set forth on Schedule A.

(b)                                 If to the Partnership:

Phillips 66 Partners LP

c/o Phillips 66 Partners GP LLC
2331 CityWest Blvd.

Houston, Texas 77042

Attention: [·]

Facsimile: [·]

Email: [·]

with a copy (which shall not constitute notice) to:

Phillips 66 Partners LP

c/o Phillips 66 Partners GP LLC
2331 CityWest Blvd.

Houston, Texas 77042

Attention: [General Counsel]

Facsimile: [·]

Email: [·]

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston TX  77002

Attention: William N. Finnegan IV

Thomas G. Brandt

Facsimile: (713) 546-5401

Email:            bill.finnegan@lw.com

thomas.brandt@lw.com

or to such other address as the Partnership or the Purchasers may designate to each other in writing from time to time or, if to a transferee or assignee of the Purchasers or any transferee or assignee thereof, to such transferee or assignee at the address provided pursuant to Section 2.10. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile or email copy, if

[Form of Registration Rights Agreement]

21

sent via facsimile or email; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 11.02                     Binding Effect. This Agreement shall be binding upon the Partnership, each of the Purchasers and their respective successors and permitted assigns, including subsequent Holders of Registrable Securities to the extent permitted herein. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 11.03                     Assignment of Rights. Except as provided in Section 2.10, neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any party hereto without the prior written consent of the other parties hereto.

Section 11.04                     Recapitalization, Exchanges, Etc. Affecting Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, acquisition, consolidation, reorganization, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

Section 11.05                     Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Section 11.06                     Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

Section 11.07                     Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 11.08                     Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with

[Form of Registration Rights Agreement]

22

and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto consents to process being served in any such action by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall, to the fullest extent permitted by law, constitute good and sufficient service of process and notice thereof; provided, however, that nothing in the foregoing shall affect or limit any right to serve process in any other manner permitted by law.

Section 11.09                     Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 11.10                     Entire Agreement. This Agreement, the Purchase Agreement and the other agreements and documents referred to herein and therein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Purchase Agreement with respect to the rights granted by the Partnership or any of its Affiliates or the Purchasers or any of their respective Affiliates set forth herein or therein. This Agreement, the Purchase Agreement and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 11.11                     Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of at least a majority of the outstanding Common Unit Registrable Securities and securities convertible into Common Unit Registrable Securities (voting on an as-converted basis as described in Section 5.11(b)(ii)(A) of

[Form of Registration Rights Agreement]

23

the Partnership Agreement), voting as a single class; provided, however, that no such amendment shall adversely affect the rights of any Holder hereunder without the consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Partnership or any Holder from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

Section 11.12                     No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and, to the fullest extent permitted by law, shall not be construed against the drafter.

Section 11.13                     Obligations Limited to Parties to Agreement. To the fullest extent permitted by law, each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Purchasers, the Holders, their respective permitted assignees and the Partnership shall have any obligation hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Purchaser or a Selling Holder hereunder.

Section 11.14                     Interpretation. Article, Section and Schedule references in this Agreement are references to the corresponding Article, Section or Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Partnership has an obligation under this Agreement, the expense of complying with that obligation shall be an expense of the Partnership unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval

[Form of Registration Rights Agreement]

24

is to be made or given by a Purchaser, such action shall be in such Holder’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. The words such as “herein,” “hereinafter,” “hereof’ and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

[Remainder of Page Left Intentionally Blank]

[Form of Registration Rights Agreement]

25

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[Signature page to Registration Rights Agreement]

[Form of Registration Rights Agreement]

[Signature page to Registration Rights Agreement]

[Form of Registration Rights Agreement]

[Signature page to Registration Rights Agreement]

[Form of Registration Rights Agreement]