Phillips 66 Partners Lp

Phillips 66 Partners Lp – Phillips 66 Partners LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $250,000,000 EQUITY DISTRIBUTION AGREEMENT (February 26th, 2018)

Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"), and Phillips 66 Partners GP LLC, a Delaware limited liability company and the sole general partner of the Partnership (the "General Partner" and together with the Partnership, the "Partnership Parties"), confirm this agreement (this "Agreement") with each of the Managers listed on Schedule A (each, a "Manager", and collectively, the "Managers") as follows:

Phillips 66 Partners Lp – Provisions of Our Partnership Agreement Relating to Cash Distributions (November 3rd, 2017)

Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.

Phillips 66 Partners Lp – Phillips 66 Partners Lp 3.750% Senior Notes Due 2028 (October 13th, 2017)

This SIXTH SUPPLEMENTAL INDENTURE is dated as of October 13, 2017 (this Supplemental Indenture) among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the Base Indenture and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the Indenture).

Phillips 66 Partners Lp – Seventh Amendment to the Omnibus Agreement (October 10th, 2017)

This Seventh Amendment (this Seventh Amendment) to the Omnibus Agreement (as amended, the Omnibus Agreement) by and among Phillips 66 Company (Company), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC (Pipeline), Phillips 66 Partners LP (the Partnership), Phillips 66 Partners Holdings LLC (Holdings), Phillips 66 Carrier LLC (Carrier) and Phillips 66 Partners GP LLC (the General Partner) is dated as of the 1st day of October, 2017.

Phillips 66 Partners Lp – REGISTRATION RIGHTS AGREEMENT by and Among PHILLIPS 66 PARTNERS LP And (October 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of October 6, 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).

Phillips 66 Partners Lp – AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT by and Among PHILLIPS 66 CARRIER LLC, PHILLIPS 66 PARTNERS HOLDINGS LLC and PHILLIPS 66 PIPELINE LLC (October 10th, 2017)

This AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT is made and entered into as of the 1st day of October, 2017, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company (Carrier), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (Holdings) and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company (Operator). Carrier and Holdings are collectively referred to herein as Company.

Phillips 66 Partners Lp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP a Delaware Limited Partnership Dated as of October 6, 2017 (October 10th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of October 6, 2017, is entered into by and among PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Phillips 66 Partners Lp – Amended and Restated Tolling Services Agreement (October 10th, 2017)

This Amended and Restated Tolling Agreement (this Agreement) is made and entered into as of this 1st day of October, 2017 by and between MEREY SWEENY, L.P. (Owner), a Delaware limited partnership and PHILLIPS 66 COMPANY (Customer), a Delaware corporation.

Phillips 66 Partners Lp – SERIES a PREFERRED UNIT AND COMMON UNIT PURCHASE AGREEMENT by and Among PHILLIPS 66 PARTNERS LP and THE PURCHASERS PARTY HERETO September 21, 2017 (September 25th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of [September] [ ], 2017, is entered into by and among PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of September 19, 2017 (September 25th, 2017)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 19, 2017 by and among Phillips 66 Company, a Delaware corporation (P66 Company), Phillips 66 Project Development Inc., a Delaware corporation (PDI and, together with P66 Company, the P66 Parties), Phillips 66 Partners GP LLC, a Delaware limited liability company (the General Partner), and Phillips 66 Partners LP, a Delaware limited partnership (the Partnership). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Phillips 66 Partners Lp – Sixth Amendment to the Operational Services Agreement (August 1st, 2017)

This Sixth Amendment to the Operational Services Agreement ("Sixth Amendment") is made and entered into as of the 17th day of November, 2016, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company ("Carrier"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company ("Holdings") and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company ("Operator"). Carrier and Holdings are collectively referred to herein as "Company."

Phillips 66 Partners Lp – Phillips 66 Partners Lp 4.90% Senior Notes Due 2046 (October 17th, 2016)

This FIFTH SUPPLEMENTAL INDENTURE is dated as of October 14, 2016 (this "Supplemental Indenture") among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the "Base Indenture" and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the "Indenture").

Phillips 66 Partners Lp – Fifth Amendment to the Operational Services Agreement (October 17th, 2016)

This Fifth Amendment to the Operational Services Agreement ("Fifth Amendment") is made and entered into as of the 14th day of October, 2016, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company ("Carrier"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company ("Holdings") and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company ("Operator"). Carrier and Holdings are collectively referred to herein as "Company."

Phillips 66 Partners Lp – Phillips 66 Partners Lp 3.55% Senior Notes Due 2026 (October 17th, 2016)

This FOURTH SUPPLEMENTAL INDENTURE is dated as of October 14, 2016 (this "Supplemental Indenture") among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the "Base Indenture" and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the "Indenture").

Phillips 66 Partners Lp – Fifth Amendment to the Omnibus Agreement (October 17th, 2016)

This Fifth Amendment (this "Fifth Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Phillips 66 Company ("Company"), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC ("Pipeline"), Phillips 66 Partners LP (the "Partnership"), Phillips 66 Partners Holdings LLC ("Holdings"), Phillips 66 Carrier LLC ("Carrier") and Philips 66 Partners GP LLC (the "General Partner") is dated as of the 14th day of October, 2016.

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of October 11, 2016 (October 11th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of October 11, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Phillips 66 Partners Lp – Second Amendment to Credit Agreement (October 5th, 2016)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 3, 2016, amends the Credit Agreement (as amended, restated, modified or supplemented prior to the date hereof, the "Credit Agreement") dated as of June 7, 2013 among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the "Borrower"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (the "Initial Guarantor"), the lenders party thereto (the "Lenders") and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Phillips 66 Partners Lp – 6,000,000 Common Units Representing Limited Partner Interests Underwriting Agreement (August 12th, 2016)

Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"), proposes to issue and sell to RBC Capital Markets, LLC (the "Underwriter"), an aggregate of 6,000,000 common units (the "Firm Units") representing limited partner interests of the Partnership (the "Common Units") and, at the option of the Underwriter, up to an additional 900,000 Common Units (the "Option Units"). The Firm Units and the Option Units are herein referred to as the "Units." This Underwriting Agreement is herein referred to as the "Agreement."

Phillips 66 Partners Lp – Phillips 66 Partners LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $250,000,000 EQUITY DISTRIBUTION AGREEMENT (June 6th, 2016)

Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"), and Phillips 66 Partners GP LLC, a Delaware limited liability company and the sole general partner of the

Phillips 66 Partners Lp – Assignment and Assumption of Note (May 10th, 2016)

THIS ASSIGNMENT AND ASSUMPTION OF NOTE ("Assumption") is dated effective as of May 10, 2016 by and among Phillips 66 Sweeny Frac Delta LLC, a Delaware limited liability company ("Assignor"), Phillips 66 Partners LP, a Delaware limited partnership ("Assignee"), and Phillips 66 Company, a Delaware corporation ("Lender").

Phillips 66 Partners Lp – Assignment and Assumption of Note (May 10th, 2016)

THIS ASSIGNMENT AND ASSUMPTION OF NOTE ("Assumption") is dated effective as of May 10, 2016 by and among Phillips 66 Sweeny Frac Charlie LLC, a Delaware limited liability company ("Assignor"), Phillips 66 Partners LP, a Delaware limited partnership ("Assignee"), and Phillips 66 Company, a Delaware corporation ("Lender").

Phillips 66 Partners Lp – Fourth Amendment to the Operational Services Agreement (May 10th, 2016)

This Fourth Amendment to the Operational Services Agreement ("Fourth Amendment") is made and entered into as of the 10th day of May, 2016, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company ("Carrier"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company ("Holdings") and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company ("Operator"). Carrier and Holdings are collectively referred to herein as "Company."

Phillips 66 Partners Lp – Assignment and Assumption of Note (May 10th, 2016)

THIS ASSIGNMENT AND ASSUMPTION OF NOTE ("Assumption") is dated effective as of May 10, 2016 by and among Phillips 66 Sweeny Frac Bravo LLC, a Delaware limited liability company ("Assignor"), Phillips 66 Partners LP, a Delaware limited partnership ("Assignee"), and Phillips 66 Company, a Delaware corporation ("Lender").

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of May 4, 2016 (May 4th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of May 4, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Phillips 66 Partners Lp – Fourth Amendment to the Omnibus Agreement (March 1st, 2016)

This Fourth Amendment (this "Fourth Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Phillips 66 Company ("Company"), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC ("Pipeline"), Phillips 66 Partners LP (the "Partnership"), Phillips 66 Partners Holdings LLC ("Holdings"), Phillips 66 Carrier LLC ("Carrier") and Philips 66 Partners GP LLC (the "General Partner") is dated as of the 1st day of March, 2016.

Phillips 66 Partners Lp – Third Amendment to the Operational Services Agreement (March 1st, 2016)

This Third Amendment to the Operational Services Agreement ("Third Amendment") is made and entered into as of the 1st day of March, 2016, by and between PHILLIPS 66 CARRIER LLC, a Delaware limited liability company ("Carrier"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company ("Holdings") and PHILLIPS 66 PIPELINE LLC, a Delaware limited liability company ("Operator"). Carrier and Holdings are collectively referred to herein as "Company."

Phillips 66 Partners Lp – Lease Agreement With Option to Purchase Between Phillips 66 Company as Lessor and Phillips 66 Sweeny Frac Llc as Lessee (March 1st, 2016)

This Lease is made and entered into this 1st day of March, 2016 by and between Phillips 66 Company, a Delaware corporation, herein referred to as Lessor, and Phillips 66 Sweeny Frac LLC, a Delaware limited liability company, herein referred to as Lessee.

Phillips 66 Partners Lp – AGREEMENT OF LIMITED PARTNERSHIP of PHILLIPS 66 SWEENY FRAC LP Dated Effective as of February 29, 2016 (March 1st, 2016)

This Agreement of Limited Partnership of Phillips 66 Sweeny Frac LP (the "Partnership"), effective as of February 29, 2016 (the "Effective Date"), is entered into by and among Phillips 66 Sweeny Frac GP LLC, a Delaware limited liability company ("Sweeny Frac GP"), as the General Partner, and Phillips 66 Sweeny Frac Alpha LLC, a Delaware limited liability company ("Alpha"), Phillips 66 Sweeny Frac Bravo LLC, a Delaware limited liability company ("Bravo"), Phillips 66 Sweeny Frac Charlie LLC, a Delaware limited liability company ("Charlie") and Phillips 66 Sweeny Frac Delta LLC, a Delaware limited liability company ("Delta" and, together with Alpha, Bravo and Charlie, the "Initial Limited Partners"), as the Limited Partners.

Phillips 66 Partners Lp – Fractionation Agreement (March 1st, 2016)

This Fractionation Agreement ("Agreement") is made and entered into as of this 1st day of March 2016 by and between PHILLIPS 66 SWEENY FRAC LLC ("Processor"), a Delaware limited liability company and PHILLIPS 66 COMPANY ("Supplier"), a Delaware corporation.

Phillips 66 Partners Lp – Natural Gas Liquids Storage Agreement (Clemens Facility) (March 1st, 2016)

This Natural Gas Liquids Storage Agreement (this "Agreement") is entered into as of the 1st day of March 2016 by and between PHILLIPS 66 SWEENY FRAC LLC ("P66SF"), a Delaware limited liability company and PHILLIPS 66 COMPANY ("Customer"), a Delaware corporation.

Phillips 66 Partners Lp – Assignment and Assumption of Note (March 1st, 2016)

THIS ASSIGNMENT AND ASSUMPTION OF NOTE ("Assumption") is dated effective as of March 1, 2016 by and among Phillips 66 Sweeny Frac Alpha LLC, a Delaware limited liability company ("Assignor"), Phillips 66 Partners LP, a Delaware limited partnership ("Assignee"), and Phillips 66 Company, a Delaware corporation ("Lender").

Phillips 66 Partners Lp – Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Phillips 66 Partners Lp (March 1st, 2016)

This Amendment No. 1 (this "Amendment") to the First Amended and Restated Agreement of Limited Partnership of Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"), dated as of July 26, 2013 (as amended, the "Partnership Agreement"), is entered into effective as of March 1, 2016 by Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of February 17, 2016 (February 18th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of February 17, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among (February 12th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of October 29, 2015 by and among Phillips 66 Company, a Delaware corporation ("P66"), Phillips 66 Gulf Coast Pipeline LLC, a Delaware limited liability company ("Pipeline"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 and Pipeline, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66, Pipeline, PDI, the General Partner and the Partnership are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

Phillips 66 Partners Lp – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BAYOU BRIDGE PIPELINE, LLC a Delaware Limited Liability Company (February 12th, 2016)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") of BAYOU BRIDGE PIPELINE, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), is made and entered into as of July 9, 2015, (the "Effective Date") by and between each of the Persons (as hereinafter defined) listed on Appendix II.