TRANSPORTATION SERVICES AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for the Gold Pipeline System

Exhibit 10.7

Execution Version

________________________________________________________________________

TRANSPORTATION SERVICES AGREEMENT

by and between

▇▇▇▇▇▇▇▇ 66 CARRIER LLC

and

▇▇▇▇▇▇▇▇ 66 COMPANY

for

the Gold Pipeline System

________________________________________________________________________

TABLE OF CONTENTS



Article I.	Defined Terms
Section 1.01	Defined Terms	1
Section 1.02	Other Defined Terms	4
Section 1.03	Terms Generally	5
Article II.	Term and Termination
Section 2.01	Term	5
Section 2.02	Termination Following a Force Majeure Event	5
Section 2.03	Special Modification by Company	5
Article III.	Minimum Commitments
Section 3.01	Minimum Quarterly Transportation Commitments	5
Section 3.02	Loss of Available Capacity	7
Section 3.03	Partial Period Proration	7
Section 3.04	Special Reduction of Minimum Quarterly Transportation Commitment	7
Section 3.05	Reallocation of Minimum Quarterly Transportation Commitments	7
Article IV.	Tariffs
Section 4.01	Tariff	8
Section 4.02	Adjustment	8
Section 4.03	No Challenge of Rates	8
Section 4.04	Recovery of Certain Costs	9
Article V.	Scheduling
Section 5.01	Scheduling	9
Article VI.	Quality
Section 6.01	Quality	9
Article VII.	Monthly Statement; Payment; Liens
Section 7.01	Monthly Statement	10
Section 7.02	Payment	10
Section 7.03	Liens	11
Article VIII.	Title; Custody
Section 8.01	Title	11
Section 8.02	Custody	11
Article IX.	Volume Determinations
Section 9.01	Volume Determinations - General	11
Section 9.02	Company’s Right to Witness	11
Section 9.03	Delivery Determination	12
Article X.	Insurance
Section 10.01	Insurance	12
Article XI.	Taxes
Section 11.01	Taxes	12
Article XII.	Health, Safety and Environment
Section 12.01	Spills; Environmental Pollution	12
Article XIII.	Force Majeure
Section 13.01	Suspension during Force Majeure Events	13
Section 13.02	Obligation to Remedy Force Majeure Events	13



Section 13.03	Strikes and Lockouts	13
Section 13.04	Action in Emergencies	13
Article XIV.	Notices
Section 14.01	Notices	13
Section 14.02	Effective upon Receipt	14
Article XV.	Applicable Law
Section 15.01	Applicable Law	14
Article XVI.	Limitation of Liability
Section 16.01	No Liability for Consequential Damages	14
Section 16.02	Limitation of Liability	14
Article XVII.	Default
Section 17.01	Default	15
Section 17.02	Non-Exclusive Remedies	15
Section 17.03	Right to Terminate	15
Article XVIII.	Miscellaneous
Section 18.01	Disputes between the Parties	15
Section 18.02	Assignment	15
Section 18.03	Partnership Change in Control	16
Section 18.04	No Third-Party Rights	16
Section 18.05	Compliance with Laws	16
Section 18.06	Severability	17
Section 18.07	Non-Waiver	17
Section 18.08	Entire Agreement	17
Section 18.09	Amendments	17
Section 18.10	Survival	17
Section 18.11	Counterparts; Multiple Originals	17
Section 18.12	Exhibits	17
Section 18.13	Table of Contents; Headings; Subheadings	17
Section 18.14	Construction	18
Section 18.15	Business Practices	18
Section 18.16	Effect of Company Restructuring	18
Section 18.17	Effect of Discontinuation of Publication	18

Exhibits

Exhibit A – Dispute Resolution Procedures

TRANSPORTATION SERVICES AGREEMENT

This transportation services agreement is made and entered into as of the Effective Date by and between ▇▇▇▇▇▇▇▇ 66 CARRIER LLC, a Delaware limited liability company (“Carrier”), and ▇▇▇▇▇▇▇▇ 66 COMPANY, a Delaware corporation (“Company”).

Recitals

WHEREAS, Carrier owns a refined petroleum product pipeline system (the “Gold Pipeline System” or “Pipeline”) extending from the Rocky Station fence line at ▇▇▇▇▇▇▇▇ 66 Pipeline LLC’s Borger Products Refinery in Borger, Texas (the “▇▇▇▇▇▇ Refinery”) to terminal facilities located in Wichita, Kansas (the “Wichita North Terminal”), Paola, Kansas (the “Paola Terminal”), Kansas City, Kansas (the “Kansas City Terminal”), Jefferson City, Missouri (the “▇▇▇▇ City Terminal”), and Cahokia, Illinois (the “East St. Louis Terminal” and, along with the Wichita North Terminal, the Paola Terminal, the Kansas City Terminal and the ▇▇▇▇ City Terminal, each a “Terminal” or, collectively, the “Terminals”); and

WHEREAS, Company intends to deliver refined petroleum products to Origin Points for transportation to Destination Points on the Gold Pipeline System, and Carrier desires to provide such transportation on the Gold Pipeline System for Company, all upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Carrier and Company agree as follows:

Article I. Defined Terms

Section 1.01 Defined Terms. The following definitions shall for all purposes apply to the capitalized terms used in this Agreement:


(a)	“Agreement” means this Transportation Services Agreement, together with all exhibits attached hereto, as the same may be extended, supplemented or restated from time to time in accordance with the provisions hereof.


(b)	“Argus” means Argus Media Ltd. or any of its subsidiaries.


(c)	“Barrel” means 42 Gallons.


(d)	“Borger Refinery” has the meaning set forth in the Recitals.


(e)	“Business Day” means any Day except for Saturday, Sunday or an official holiday in the State of Texas.


(f)	“Calendar Quarter” means a period of three consecutive Months beginning on the first Day of each of January, April, July and October.


(g)	“Carrier” has the meaning set forth in the introductory paragraph.


(h)	“Carrier Affiliated Parties” means Carrier, ▇▇▇▇▇▇▇▇ 66 Partners LP and its and their respective contractors, directors, officers, employees and agents.


(i)	“Carrier Tariff” means Carrier’s FERC Tariff Nos. 31.9.0 or 30.3.0 as applicable, and any supplements thereto or reissues thereof.

(j)

“Claims” means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages, including interest, penalties, reasonable attorneys’ fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.


(k)	“Commodity” or “Commodities” means any of the commodities permitted by the applicable FERC tariff.


(l)	“Company” has the meaning set forth in the introductory paragraph.


(m)	“Control” means the possession, directly or indirectly, 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.


(n)	“Day” means the period of time commencing at 0000 hours on one calendar day and running until, but not including, 0000 hours on the next calendar day, according to local time in Houston, Texas.


(o)	“Destination Point” means a Terminal (or such other delivery point as Carrier may agree to) to which Carrier shall transport Commodities.


(p)	“Effective Date” means March 1, 2014.


(q)	“FERC” means the United States Federal Energy Regulatory Commission.

(r)

“Force Majeure” means: (i) acts of God, fires, floods or storms; (ii) compliance with orders of courts or Governmental Authorities; (iii) explosions, wars, terrorist acts or riots; (iv) inability to obtain or unavoidable delays in obtaining material or equipment; (v) accidental disruption of service; (vi) events or circumstances similar to the foregoing (including inability to obtain or unavoidable delays in obtaining material or equipment and disruption of service provided by third parties) that prevent a Party’s ability to perform its obligations under this Agreement, to the extent that such events or circumstances are beyond the Party’s reasonable control and could not have been prevented by the Party’s due diligence; (vii) strikes, lockouts or other

industrial disturbances; and (viii) breakdown of refinery facilities, machinery, storage tanks or pipelines irrespective of the cause thereof.


(s)	“Gallon” means a United States gallon of two hundred thirty-one cubic inches of liquid at 60º Fahrenheit, and at the equivalent vapor pressure of the liquid.


(t)	“Gold Pipeline System” has the meaning set forth in the Recitals.


(u)	“Governmental Authority” means any government, any governmental administration, agency, instrumentality or other instrumentality or other political subdivision thereof or any court, commission or other governmental authority of competent jurisdiction.


(v)	“Initial Term” has the meaning set forth in Section 2.01.


(w)	“Joint Participating Tariff” means Heartland FERC Tariff No. 35.3.0 or Magellan FERC Tariff No. 160.8.0, as applicable, and any supplements thereto or reissues thereof, as well as any other joint tariffs involving the Gold Pipeline System in which Carrier may participate.

(x)

“Law” means all constitutions, laws (including common law), treaties, statutes, orders, decrees, rules, injunctions, licenses, permits, approvals, agreements, regulations, codes and ordinances issued by any Governmental Authority, including judicial or administrative orders, consents, decrees, and judgments, published directives, guidelines, governmental authorizations, requirements or other governmental restrictions which have the force of law, and determinations by, or interpretations of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question and binding on a given Person, whether in effect as of the date hereof or thereafter and, in each case, as amended.


(y)	“Loss Allowance Fee” has the meaning set forth in Section 4.01(a).


(z)	“Minimum Quarterly Transportation Commitment” has the meaning set forth in Section 3.01(a).


(aa)	“Month” or “Monthly” means a calendar month commencing at 0000 hours on the first Day thereof and running until, but not including, 0000 hours on the first Day of the following calendar month, according to local time in Houston, Texas.


(bb)	“Non-Conforming Commodity” means any Commodity that fails to meet specifications established by Carrier for pipeline transportation of that Commodity (or in the absence of Carrier specifications, specifications established by ▇▇▇▇▇▇▇▇ 66 Pipeline LLC for such Commodity).


(cc)	“Normal Business Hours” means the period of time commencing at 0800 hours on one Day and running until 1700 hours on the same Day, according to local time in Houston, Texas.


(dd)	“Notice” means any notice, request, instruction, correspondence or other communication permitted or required to be given under this Agreement.


(ee)	“Origin Point” means each of the Company’s (or its affiliates’) pipeline connection points located at the ▇▇▇▇▇▇ Refinery, the Wichita Terminal, or such other point(s) as Carrier may establish, where a Commodity may be accepted for transportation on the Gold Pipeline System.


(ff)	“Parties” means Carrier and Company, collectively.


(gg)	“Partnership Change in Control” means ▇▇▇▇▇▇▇▇ 66 ceases to Control the general partner of ▇▇▇▇▇▇▇▇ 66 Partners LP by virtue of any affiliate of ▇▇▇▇▇▇▇▇ 66 being removed as the general partner of ▇▇▇▇▇▇▇▇ 66 Partners LP under the terms of the limited partnership agreement of ▇▇▇▇▇▇▇▇ 66 Partners LP.


(hh)	“Party” means Carrier or Company, individually.


(ii)	“Person” means, without limitation, an individual, corporation (including a non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority, and shall include any successor (by merger or otherwise) of such entity.


(jj)	“Pipeline” has the meaning set forth in the Recitals.


(kk)	“Ponca City Refinery” has the meaning set forth in Section 18.02(a)(ii).


(ll)	“Quarterly Deficiency Payment” has the meaning set forth in Section 3.01(b).


(mm)	“Renewal Term” has the meaning set forth in Section 2.01.


(nn)	“Route” has the meaning set forth in Section 3.02.


(oo)	“Tariff Rate” means the rate applicable from time to time to the shipment of a Commodity through the Pipeline under the terms of the Carrier Tariff or Joint Participating Tariff, which shall be the rate in effect at the Effective Date, adjusted from time to time as provided in Section 4.02.


(pp)	“Taxes” means any income, sales, use, excise, transfer, and similar taxes, fees and charges (including ad valorem taxes), including any interest or penalties attributable thereto, imposed by any Governmental Authority.


(qq)	“Term” has the meaning set forth in Section 2.01.


(rr)	“Terminal” has the meaning set forth in the Recitals.

Section 1.02 Other Defined Terms. Other terms may be defined elsewhere in this Agreement, and, unless otherwise indicated, shall have such meanings throughout this Agreement.

Section 1.03 Terms Generally. The definitions in this Agreement shall apply equally to both singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context requires otherwise.

Article II. Term and Termination

Section 2.01 Term. This Agreement shall have a primary term commencing on the Effective Date and continuing for ten (10) years (the “Initial Term”), and may be renewed by Company, at Company’s sole option, for a single five (5)-year renewal term (the “Renewal Term”) upon at least 180 Days’ written Notice from Company to Carrier prior to the end of the Initial Term. The Initial Term and the Renewal Term, if applicable, shall be referred to in this Agreement as the “Term.”

Section 2.02 Termination Following a Force Majeure Event. If a Force Majeure event prevents either Carrier or Company from performing its respective obligations under this Agreement for a period of more than 12 consecutive Months, this Agreement may be terminated by either Party at any time after the expiration of such 12-Month period upon at least 30 Days’ Notice to the other Party.

Section 2.03 Special Modification by Company. If Company determines to completely suspend refinery operations at the ▇▇▇▇▇▇ Refinery for a period of at least 12 consecutive Months, then after Company has made a public announcement of such suspension, Company may provide written Notice to Carrier of its intent to modify this Agreement by deleting the Minimum Quarterly Transportation Commitment (as hereinafter defined) applicable to the Borger Refinery Origin Point and Wichita North Terminal Destination Point as set forth in Section 3.01(a), and this Agreement will be so modified 12 Months following the date such Notice is received by Carrier. In the event Company publicly announces, prior to the expiration of such 12-month period, its intent to resume operations at the Borger Refinery, then such Notice shall be deemed revoked and this Agreement shall continue unmodified in full force and effect as if such Notice had never been delivered.

Article III. Minimum Commitments

Section 3.01 Minimum Quarterly Transportation Commitments.

(a)

During each Calendar Quarter, Company shall tender at the applicable Origin Point (as identified below) for transportation on the Gold Pipeline System to or through the applicable Destination Point (as defined below) an aggregate average of at least the number of Barrels per Day of Commodities set forth below, in approximately ratable quantities (each such average, the applicable “Minimum Quarterly Transportation Commitment” applicable to such Origin Point and Destination Point) at the applicable Tariff Rate in effect at the time of the tender. Volumes tendered by Company on any Joint Participating Tariff shall not be applicable to the Minimum Quarterly Transportation Commitment.



Origin Point	Destination Point	Minimum Quarterly Transportation Commitment
▇▇▇▇▇▇ Refinery	Wichita North Terminal		54,000 Barrels per Day
Wichita North Terminal	Kansas City Terminal		45,000 Barrels per Day
Wichita North Terminal	▇▇▇▇ City Terminal		7,000 Barrels per Day
Wichita North Terminal	East St. Louis Terminal		10,000 Barrels per Day


(b)	If Company fails to meet any of its Minimum Quarterly Transportation Commitments for any Route during any Calendar Quarter, then Company will pay Carrier an aggregate deficiency payment ( “Quarterly Deficiency Payment”) equal to:


(i)	the sum of the volumes of each such deficiency for each Route (the “Total Deficiency”) multiplied by the applicable Tariff Rate in effect as of the last Day for the relevant Calendar Quarter, plus


(ii)	0.25% of the Total Deficiency multiplied by the average midpoint of the prices published by Argus for unleaded gasoline for Group 3 on each publication Day during that Calendar Quarter.


(c)	The dollar amount of any Quarterly Deficiency Payment paid by Company shall be applied as a credit against any amounts incurred by Company and owed to Carrier with respect to volumes of Commodities tendered for transportation to any Destination Point in excess of Company’s applicable Minimum Quarterly Transportation Commitment (or, if this Agreement expires or is terminated, to

volumes that would have been in excess of any of Company’s applicable Minimum Quarterly Transportation Commitments if this Agreement were still in effect) during any of the four Calendar Quarters immediately following the Calendar Quarter for which such Quarterly Deficiency Payment was made, at the end of which time any unused credits arising from such Quarterly Deficiency Payment will expire. This Section 3.01(c) shall survive the expiration or termination of this Agreement.


(d)	Carrier shall provide transportation services from each Origin Point to each applicable Destination Point identified above in addition to Company’s applicable Minimum Quarterly Transportation Commitment on an “as available” basis at the Tariff Rate in effect at the time of the tender.

Section 3.02 Loss of Available Capacity. If, for any reason (other than outages caused by Carrier’s planned maintenance), the average daily capacity of any segment of the Pipeline between any pair of Origin Point and Destination Point as set forth in the chart in Section 3.01(a) (a “Route”) during a given Calendar Quarter is less than the Company’s Minimum Quarterly Transportation Commitment for such Calendar Quarter applicable to such Route, or if the capacity of any Route of the Pipeline is required to be allocated among shippers with the result that the average daily capacity of such Route available to Company during a given Calendar Quarter is less than the Company’s Minimum Quarterly Transportation Commitment for such Calendar Quarter applicable to such Route, then Company’s Minimum Quarterly Transportation Commitment for the applicable Calendar Quarter applicable to such Route shall be reduced to equal the average daily capacity available to Company for such Route during such Calendar Quarter.

Section 3.03 Partial Period Proration.

(a)

If the Effective Date is any Day other than the first Day of a Calendar Quarter, or if this Agreement is terminated on any Day other than the last Day of a Calendar Quarter, then any calculation determined with respect to a Calendar Quarter will be prorated by a fraction, the numerator of which is the number of Days in that part of the Calendar Quarter beginning on the Effective Date or ending on the date of such termination, as the case may be, and the denominator of which is the number of Days in the Calendar Quarter.

(b)

If the Effective Date is any Day other than the first Day of a Month, or if this Agreement is terminated on any Day other than the last Day of a Month, then any quantity based on a Monthly determination will be prorated by a fraction, the numerator of which is the number of Days in that part of the Month beginning on the Effective Date or ending on the date of such termination, as the case may be, and the denominator of which is the number of Days in the Month.

Section 3.04 Special Reduction of Minimum Quarterly Transportation Commitment. If Carrier’s use of all or part of the Gold Pipeline System for transportation of any Commodity is restrained, enjoined, restricted or terminated by (a) any Governmental Authority, (b) right of eminent domain or (c) the owner of leased land, Carrier, upon being notified of such restraint, enjoinder, restriction or termination, shall notify Company and the Minimum Quarterly Transportation Commitment shall be reduced to the extent that Carrier’s use of the part of the Gold Pipeline System is restrained, enjoined, restricted or terminated.

Section 3.05 Reallocation of Minimum Quarterly Transportation Commitments. Company shall be permitted to reallocate its Minimum Quarterly Transportation Commitments among the Routes once per calendar year, provided that such reallocation of the Minimum Quarterly Transportation Commitments do not result in an adverse economic impact to Carrier (it being understood that a reallocation would be deemed to have an adverse economic impact to Carrier if, without limitation, (i) the reallocation resulted in the Minimum Quarterly Transportation Commitment for any Route being greater than the maximum practicable throughput capacity for such Route, (ii) the reallocation resulted in the aggregate Minimum Quarterly Transportation Commitment for all four Routes being less than it was immediately prior to the allocation, or (iii) the reallocation resulted in increased costs to Carrier, in each case without taking into account any other modifications to the Minimum Quarterly Transportation Commitment permitted by this Agreement). Such reallocation shall require Company provide written notice to Carrier not less than 60 Days prior to the effective date of such reallocation. Once effective, the modified Minimum Quarterly Transportation Commitments shall remain in effect until the termination of this Agreement unless subsequently reallocated in accordance with this Section 3.05.

Article IV. Tariffs

Section 4.01 Tariff. Shipments under this Agreement shall be subject to, and the Parties shall be required to comply with, the provisions of the applicable Carrier Tariff or Joint Participating Tariff, as applicable.


(a)	Company shall pay to Carrier a Monthly fee (the “Loss Allowance Fee”) equal to 0.25% of an aggregate amount equal to the total number of Barrels in aggregate of each Commodity injected into the Pipeline at an Origin Point during the relevant Month multiplied by the average midpoint of the prices published by Argus Group 3 for that Commodity on each publication Day during that Month; and


(b)	Carrier shall be entitled to the value of volume gained in transit and shall be responsible for the value of any volume lost in transit. Company shall pay Carrier the value of any volume gained, and Carrier shall pay Company the value of any volume lost, with the value of a Commodity being equal to the average midpoint of the prices

published by Argus Group 3 for that Commodity on each publication Day during that Month.

For clarity, the Loss Allowance Fee described in Section 4.01(a) and the entitlement and obligation described in Section 4.01 (b) relate only to losses or gains of a type normally incurred in connection with the transportation of Commodities and are exceptions to and not modifications of the general provisions of Section 16.02.

Section 4.02 Adjustment. Carrier may file with FERC to adjust Tariff Rates annually beginning July 1, 2015, at a rate equal to the percentage change in the inflationary index promulgated by FERC, in accordance with FERC’s indexing methodology. If FERC terminates its indexing methodology and does not adopt a new methodology, the parties will negotiate in good faith any adjustments to existing Tariff Rates.

Section 4.03 No Challenge of Rates. Each of Company and Carrier agrees not to commence or support any tariff filing, application, protest, complaint, petition, motion, or other proceeding before FERC for the purpose of requesting that FERC accept or set Tariff Rates applicable to the Gold Pipeline System which are inconsistent with this Agreement; provided, however, that Company reserves its rights under FERC regulations to challenge any proposed changes in the Tariff Rate (a) to the extent that such changes are inconsistent with the indexing method provided in 18 C.F.R. §342.3, or (b) through other rate changing methodologies under 18 C.F.R. §342.4.

Section 4.04 Recovery of Certain Costs. If Carrier agrees to make any expenditures at Company’s request, Company will reimburse Carrier for such expenditures or, at Carrier’s option, Carrier may amend the Carrier Tariff or seek to amend the Joint Participating Tariff (with assistance from Company which shall not be unreasonably withheld or delayed) in order to increase the Tariff Rate so that Carrier may recover the amounts paid for such expenditures over time. If new Laws require Carrier to make substantial and unanticipated expenditures in connection with the services Carrier provides to Company under this Agreement, Company will reimburse Carrier for Company’s proportionate share of the costs of complying with such Laws, or at Carrier’s option, Carrier may amend the Carrier Tariff or seek to amend the Joint Participating Tariff (with assistance from Company which shall not be unreasonably withheld or delayed) in order to increase the Tariff Rate so that Carrier may recover such costs over time.

Article V. Scheduling

Section 5.01 Scheduling. For each Origin Point, Company shall provide Carrier with a written schedule by the tenth Day of the Month preceding the Month during which injections into the Pipeline are to be made, advising Carrier of the volumes of each Commodity to be tendered for transportation, and estimated date(s) of such tenders. Carrier will review and

confirm its ability to receive according to the schedule by the 20th Day of such preceding Month.

Article VI. Quality

Section 6.01 Quality.


(a)	Company agrees not to deliver or cause to be delivered into the Pipeline any Non-Conforming Commodity.

(b)

Company shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Commodities except to the extent that such non-conformity is due to the negligence or willful misconduct of Carrier. After such consultation with Company as may be practical under the circumstances but otherwise at Carrier’s sole discretion, Carrier may attempt to blend the Non-Conforming Commodities, remove and dispose of the Non-Conforming Commodities, or, if necessary, recover any Non-Conforming Commodities from field locations and, except to the extent that such non-conformity is due to the negligence or willful misconduct of Carrier, Company shall reimburse Carrier for all reasonable costs associated therewith. Except to the extent that a non-conformity is due to the negligence or willful misconduct of Carrier, if Company’s Non-Conforming Commodities cause any contamination, dilution or other damages to Carrier or to the Commodities of other customers of Carrier, Company agrees to indemnify, defend and hold the Carrier Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Carrier Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.

Article VII. Monthly Statement; Payment; Liens

Section 7.01 Monthly Statement.

(a)

Promptly after the end of each Month, Carrier shall provide Company with a statement for such Month, showing for each Commodity nominated on Carrier’s FERC Tariff No. 31.9.0: (i) the volume injected into a Pipeline at an Origin Point, (ii) the Loss Allowance Fee due Carrier, and (iii) the tariff due to Carrier (after application of any credit to which Company may be entitled pursuant to Section 3.01(c) and settlement of any obligations under Section 4.04. If requested by Company, Carrier shall provide Company with copies of individual meter tickets for such Month, if available. For Commodities nominated on a Joint Participating Tariff, similar information should be obtained from the applicable third party.


(b)	The Monthly statement for the last Month in each Calendar Quarter shall include any Quarterly Deficiency Payment that may be due and payable by the Company pursuant to Section 3.01.

Section 7.02 Payment.

(a)

Payment of the amount(s) identified on each Monthly statement shall be due, without discount, on the later of (i) two Business Days after such Monthly Statement is received, and (ii) the 22^nd Day of the Month in which such Monthly statement is received, provided that if such Day is not a Business Day, then such payment shall be due, without interest, on the next Business Day. Payments not paid by the due date shall bear interest at the rate of the lesser of 1.5% per Month and the maximum rate allowed by Law for each Month or portion of a Month thereafter during which such amount remains unpaid.

(b)

All payments shall be made to Carrier by automated clearing house to an account specified by Carrier from time to time, provided that as long as Carrier is an affiliate of Company, Carrier and Company may settle Company’s financial obligations to Carrier through Company’s normal interaffiliate settlement processes. Any bank charges incurred by Company in remitting funds by automated clearing house shall be for Company’s account. Acceptance by Carrier of any payment from Company for any charge or service after termination or expiration of this Agreement shall not be deemed a renewal of this Agreement or a waiver by Carrier of any default by Company hereunder.

(c)

If Company reasonably disputes any Monthly statement, in whole or in part, Company shall promptly notify Carrier in writing of the dispute and shall pay the undisputed portion according to the terms of this Section 7.02, and shall promptly seek to resolve the dispute including, if necessary, by arbitration as provided in Section 18.01. An arbitral panel may award reasonable interest on any unpaid amount determined to have been due to Carrier but withheld in good faith.

Section 7.03 Liens. Company hereby grants to Carrier an irrevocable (a) warehouseman’s lien on all of Company’s Commodities in transit and (b) power of attorney to dispose of such Commodities at fair market value to the extent of all amounts owed to Carrier by Company hereunder.

Article VIII. Title; Custody

Section 8.01 Title. Company shall retain title to all of Company’s Commodities in transit on the Pipeline at all times. This provision does not preclude Company from any intraline transfer of title to a third party; in the event of such a transfer, such third party, and not

Carrier, shall have title to the affected Commodity according to the terms of the relevant agreement between Company and such third party it being understood that upon any such transfer of title, Company shall retain any and all liabilities accrued under this Agreement in respect of such Commodities.

Section 8.02 Custody. Carrier shall be deemed to have custody of a Commodity injected into the Pipeline from the time such Commodity passes through the flange connection between the relevant Origin Point and the Pipeline until it is delivered to Company or, at the direction of Company, to a third party through the flange connection at the applicable Destination Point.

Article IX. Volume Determinations

Section 9.01 Volume Determinations - General.


(a)	All measurements, volume corrections and calibrations will be made in accordance with the most recent edition of the American Petroleum Institute’s Manual of Petroleum Measurement Standards.


(b)	All volume determinations shall be adjusted to a temperature of 60° Fahrenheit and a pressure of one standard atmosphere (14.7 PSIA) per the most recent edition of the American Petroleum Institute’s Manual of Petroleum Measurement Standards, Chapter 11 (viz., Table 6B, 6C, etc., whichever table is relevant to the Commodity being measured).


(c)	All Commodities delivered to or received from the Pipeline will be determined by calibrated custody transfer grade meters.

Section 9.02 Company’s Right to Witness. A Company representative may witness the testing, calibration of equipment and meter reading, at Company’s expense. In the absence of a Company representative, Carrier’s measurements shall be deemed to be accurate.

Section 9.03 Delivery Determination. The volumes of Company’s Commodities delivered hereunder shall be determined by Carrier’s meter at the point nearest before the applicable custody transfer point and recorded on a ▇▇▇▇ of lading.

Article X. Insurance

Section 10.01 Insurance. Property insurance covering loss or damage to Company’s Commodities that may be desired by Company, shall be carried by Company at Company’s expense. Should Company elect to carry such insurance, then each policy of insurance shall be endorsed to provide a waiver of subrogation rights in favor of the Carrier Affiliated Parties. Notwithstanding anything in this Agreement to the contrary, Carrier shall not be

liable to Company for Commodity losses or shortages for which Company is compensated by its insurer.

Article XI. Taxes

Section 11.01 Taxes. Company shall be responsible for and shall pay all sales Taxes and similar Taxes on goods and services provided hereunder and any other Taxes now or hereafter imposed by any Governmental Authority in respect of or measured by Commodities handled or stored hereunder or the manufacture, storage, delivery, receipt, exchange or inspection thereof, and Company agrees to promptly reimburse Carrier for any such Taxes Carrier is legally required to pay, upon receipt of invoice therefor. Each Party is responsible for all Taxes in respect of its own real and personal property.

Article XII. Health, Safety and Environment

Section 12.01 Spills; Environmental Pollution.


(a)	In the event of any Commodity spill or other environmentally polluting discharge caused by Carrier’s operation of the Pipeline, any clean-up resulting from any such spill or discharge and any liability resulting from such spill or discharge shall be the responsibility of Carrier, except to the extent such spill or discharge is caused by Company or its affiliates other than Carrier.

(b)

In the event and to the extent of any Commodity spill or other environmentally polluting discharge caused by Company or its affiliates other than Carrier or in connection with the operation of Company’s or a third party’s pipeline, tank truck or transport trailer receiving Commodities on Company’s behalf, at its request or for its benefit, Carrier is authorized to commence containment or clean-up operations as deemed appropriate or necessary by Carrier or as required by any Governmental Authority, and Carrier shall notify Company of such operations as soon as practicable. All liability and reasonable costs of containment or clean-up shall be borne by Company except that, in the event a spill or discharge is caused by the joint negligence of both Carrier and Company or a third party’s pipeline, tank truck or transport trailer receiving Commodities on Company’s behalf, at its request or for its benefit, liability and costs of containment or clean-up shall be borne jointly by Carrier and Company in proportion to each Party’s respective negligence.


(c)	For purposes of this Section 12.01, the negligence of a third party pipeline, tank truck or transport trailer receiving Commodities on Company’s behalf, at its request or for its benefit shall be attributed to Company.


(d)	The Parties shall cooperate for the purpose of obtaining reimbursement if a third party is legally responsible for costs or expenses initially borne by Carrier or Company.

Article XIII. Force Majeure

Section 13.01 Suspension during Force Majeure Events. As soon as possible upon the occurrence of a Force Majeure, a Party affected by a Force Majeure event shall provide the other Party with written notice of the occurrence of such Force Majeure event. Subject to Section 2.02, each Party’s obligations (other than an obligation to pay any amounts due to the other Party which shall not be suspended under this Section 13.01) shall be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event to the extent that such an event prevents Carrier from performing its obligations under this Agreement. Each Party’s obligations (other than an obligation to pay any amounts due to the other Party which shall not be suspended under this Section 13.01) shall be temporarily suspended beginning 20 Days after the commencement of, and for the entire remaining duration of, a Force Majeure event to the extent that such event prevents Company from performing its obligations under this Agreement. At the conclusion of the Force Majeure event, the applicable Minimum Quarterly Transportation Commitment with respect to each Calendar Quarter in which the suspension due to the Force Majeure event remained in effect shall be ratably reduced to reflect such suspension.

Section 13.02 Obligation to Remedy Force Majeure Events. A Party affected by a Force Majeure event shall take commercially reasonable steps to remedy such situation so that it may resume the full performance of its obligations under this Agreement within a reasonable period of time.

Section 13.03 Strikes and Lockouts. The settlement of strikes, lockouts and other labor disturbances shall be entirely within the discretion of the affected Party and the requirement to remedy a Force Majeure event within a reasonable period of time shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing Person when such course is inadvisable in the discretion of the Party having the difficulty.

Section 13.04 Action in Emergencies. Carrier may temporarily suspend performance of the services to prevent injuries to persons, damage to property or harm to the environment.

Article XIV. Notices

Section 14.01 Notices. Unless otherwise specifically provided in this Agreement, all Notices between the Parties given under or in relation to this Agreement shall be made in writing and shall be deemed to have been properly given if: (i) personally delivered (with written confirmation of receipt); or (ii) delivered by a recognized overnight delivery service (delivery fees prepaid), in either case to the appropriate address set forth below:

If to Carrier: If to Company:

▇▇▇▇▇▇▇▇ 66 Carrier LLC            ▇▇▇▇▇▇▇▇ 66 Company
c/o Phillips 66 Pipeline LLC            Attn: General Manager Supply
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.                ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.

Attn: President Transportation ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

With copy to General Counsel With copy to General Counsel

at same address at same address

Either Party may change its address for Notice upon Notice to the other Party in accordance with this Section 14.01.

Section 14.02 Effective upon Receipt. Any Notice given in the manner set forth in Section 14.01 shall be effective upon actual receipt if received during Normal Business Hours, or at the beginning of the recipient’s next Business Day if not received during Normal Business Hours.

Article XV. Applicable Law

Section 15.01 Applicable Law. Regardless of the place of contracting, the place of performance or otherwise, this Agreement and all amendments, modifications, alterations or supplements to it, shall be governed and interpreted in accordance with the laws of the state of Texas without regard to the principles of conflicts of law or any other principle that might apply the law of another jurisdiction.

Article XVI. Limitation of Liability

Section 16.01 No Liability for Consequential Damages. In no event shall either Party be liable to the other Party for, and no arbitral panel is authorized to award, any punitive, special, indirect or consequential damages of any kind or character resulting from or arising out of this Agreement, including, without limitation, loss of profits or business interruption, however they may be caused.

Section 16.02 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, Carrier shall in no event be liable for loss of, or damage to, any Commodities of Company except to the extent caused by Carrier’s negligence or willful misconduct, or the negligence or willful misconduct of Carrier’s employees, agents, contractors or subcontractors, in the safekeeping and handling of any Commodity of Company. In no event shall Carrier be liable for more than the replacement of lost or damaged Commodities or, at its option, payment of the replacement cost of any lost or damaged Commodities. Each Party shall be discharged from any and all liability with respect to services performed and any loss or damage Claims arising out of this Agreement unless suit or action is commenced

with respect to such services, loss or Claim within two (2) years after the applicable cause of action arises.

Article XVII. Default

Section 17.01 Default. Subject to Section 17.03, should either Party default in the prompt performance and observance of any of the terms and conditions of this Agreement, and should such default continue for thirty (30) Days or more after Notice thereof by the non-defaulting Party to the defaulting Party, or should either Party become insolvent, commence a case for liquidation or reorganization under the United States Bankruptcy Code (or become the involuntary subject of a case for liquidation or reorganization under the United States Bankruptcy Code, if such case is not dismissed within thirty (30) Days), be placed in the hands of a state or federal receiver or make an assignment for the benefit of its creditors, then the other Party shall have the right, at its option, to terminate this Agreement immediately upon Notice to the other Party.

Section 17.02 Non-Exclusive Remedies. Except as otherwise provided, but subject to Article XVI, the remedies of Carrier and Company provided in this Agreement shall not be exclusive, but shall be cumulative and shall be in addition to all other remedies in favor of Carrier or Company, at law or equity.

Section 17.03 Right to Terminate. Subject to Section 17.01, in the event of a default by Company, the amounts theretofore accrued shall, at the option of Carrier, become immediately due and payable and Carrier shall also have the right, at its option, to terminate this Agreement. In the event of a default by Carrier, Company shall also have the right, at its option, to terminate this Agreement, provided Company has paid Carrier for the amounts that have accrued to the date of such termination.

Article XVIII. Miscellaneous

Section 18.01 Disputes between the Parties. Any dispute between the Parties in connection with this Agreement shall be resolved by arbitration in accordance with the procedures set forth in Exhibit B; provided, however, that either Party may seek a restraining order, temporary injunction, or other provisional relief in any court with jurisdiction over the subject matter of the dispute and sitting in Houston, Texas, if such Party in its sole judgment believes that such action is necessary to avoid irreparable injury or to preserve the status quo ante.

Section 18.02 Assignment.


(a)	Neither Party may assign its rights or assign or delegate its duties under this Agreement without the prior written consent of the other Party except:


(i)	if Company transfers the ▇▇▇▇▇▇ Refinery, Company may assign this Agreement to the transferee of the ▇▇▇▇▇▇ Refinery subject to the provisions of Section 18.02(b);

(ii)

if Company transfers the Ponca City Refinery located in Ponca City, Oklahoma (the “Ponca City Refinery”), Company may assign a portion of this Agreement to the transferee of the Ponca City Refinery, subject to the provisions of Section 18.02(b), and allocate its applicable Minimum Quarterly Transportation Commitments with respect to the Routes between itself and the transferee, provided that such reallocation of the Minimum Quarterly Transportation Commitment does not result in an adverse economic impact to Carrier (it being understood that a reallocation would be deemed to have an adverse economic impact to Carrier if, without limitation, (i) the reallocation resulted in the aggregate Minimum Quarterly Transportation Commitment for any Route being greater than the maximum practicable throughput capacity for such Route, (ii) the reallocation resulted in the aggregate Minimum Quarterly Transportation Commitment for all four Routes (whether the responsibility of Company or its assignee(s)) being less than it was immediately prior to the allocation, or (iii) the reallocation resulted in increased costs to Carrier, in each case without taking into account any other modifications to the Minimum Quarterly Transportation Commitment permitted by this Agreement); and


(iii)	Carrier may make collateral assignments of this Agreement to secure working capital or other financing:

provided; however, that in no event shall Company be required to consent to Carrier’s assignment of this Agreement to any Person that is engaged in the business of refining and marketing petroleum products (or that directly or indirectly Controls or is Controlled by a Person that is engaged in the business of refining and marketing petroleum products) in the states of Texas, Kansas, Illinois or Missouri. Notwithstanding anything in this Section 18.02(a) to the contrary, either Party may assign this Agreement to any of its affiliates by providing written notice to the other Party.

(b)

Upon an assignment of this Agreement by either Party, the assigned rights and obligations shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigned obligations unless the non-assigning Party has reasonably determined that the assignee is not financially or operationally capable of performing such assigned obligations, in which case the assignor shall remain responsible for the performance of such assigned obligations.

Section 18.03 Partnership Change in Control. Upon the occurrence of a Partnership Change in Control, Carrier shall provide Company with Notice of such Partnership Change

in Control at least 60 Days prior to the effective date thereof. Within 180 days following receipt of such Notice, Company may elect to terminate this Agreement, effective no earlier than the effective date of such Partnership Change in Control.

Section 18.04 No Third-Party Rights. Except as expressly provided, nothing in this Agreement is intended to confer any rights, benefits or obligations to any Person other than the Parties and their respective successors and assigns.

Section 18.05 Compliance with Laws. Each Party shall at all times comply with all Laws as are applicable to its performance of this Agreement.

Section 18.06 Severability. If any provision of this Agreement or the application thereof shall be found by any arbitral panel or court of competent jurisdiction to be invalid, illegal or unenforceable to any extent and for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties. In any event, the remainder of this Agreement and the application of such remainder shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 18.07 Non-Waiver. The failure of either Party to enforce any provision, condition, covenant or requirement of this Agreement at any time shall not be construed to be a waiver of such provision, condition, covenant or requirement unless the other Parties are so notified by such Party in writing. Any waiver by a Party of a default by any other Party in the performance of any provision, condition, covenant or requirement contained in this Agreement shall not be deemed to be a waiver of such provision, condition, covenant or requirement, nor shall any such waiver in any manner release such other Party from the performance of any other provision, condition, covenant or requirement.

Section 18.08 Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire Agreement between the Parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating to the subject matter hereof, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth in, or contemplated by, this Agreement.

Section 18.09 Amendments. This Agreement shall not be modified or amended, in whole or in part, except by a written amendment signed by both Parties.

Section 18.10 Survival. Any indemnification granted hereunder by one Party to the other Party or any provision hereof providing for any payment to any Party that has accrued at time of expiration or termination shall survive the expiration or termination of all or any part of this Agreement.

Section 18.11 Counterparts; Multiple Originals. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on each of the Parties. Each of the Parties may sign any number of copies of this Agreement. Each signed copy shall be deemed to be an original, but all of them together shall represent one and the same agreement.

Section 18.12 Exhibits. The Exhibits identified in this Agreement are incorporated in this Agreement and constitute a part of this Agreement. If there is any conflict between this Agreement and any Exhibit, the provisions of the Exhibit shall control.

Section 18.13 Table of Contents; Headings; Subheadings. The table of contents and the headings and subheadings of this Agreement have been inserted only for convenience to facilitate reference and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 18.14 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.

Section 18.15 Business Practices. Carrier shall use its best efforts to make certain that all ▇▇▇▇▇▇▇▇, reports, and financial settlements rendered to or made with Company pursuant to this Agreement, or any revision of or amendments to this Agreement, will properly reflect the facts about all activities and transactions handled by authority of this Agreement and that the information shown on such ▇▇▇▇▇▇▇▇, reports and settlement documents may be relied upon by Company as being complete and accurate in any further recording and reporting made by Company for whatever purposes. Carrier shall notify Company if Carrier discovers any errors in such ▇▇▇▇▇▇▇▇, reports, or settlement documents.

Section 18.16 Effect of Company Restructuring. If Company decides to restructure its supply, refining or sales operations at any of the Terminals in such a way as could reasonably be expected to materially and adversely affect the economics of Company’s performance of its obligations under this Agreement, then the Parties will negotiate in good faith a reduction in Company’s Minimum Quarterly Transportation Commitments or an exchange of the Pipeline for other assets not so affected.

Section 18.17 Effect of Discontinuation of Publication. If Argus ceases to provide the information to be obtained therefrom pursuant to this Agreement, the Parties shall negotiate in good faith to agree upon a replacement publication or pricing mechanism.

[Signature page follows.]

IN WITNESS WHEREOF, Carrier and Company have signed this Agreement as of the Effective Date.



▇▇▇▇▇▇▇▇ 66 CARRIER LLC
By:	▇▇▇▇▇▇▇▇ 66 Partners Holdings LLC, Sole Member of ▇▇▇▇▇▇▇▇ 66 Carrier LLC
By:	▇▇▇▇▇▇▇▇ 66 Partners LP, Sole Member of ▇▇▇▇▇▇▇▇ 66 Partners Holdings LLC
By:	▇▇▇▇▇▇▇▇ 66 Partners GP, LLC, General Partner of ▇▇▇▇▇▇▇▇ 66 Partners LP
By:	/s/ ▇.▇. ▇▇▇▇▇▇▇
	▇.▇. ▇▇▇▇▇▇▇
	Vice President and Chief Operating Officer



▇▇▇▇▇▇▇▇ 66 COMPANY
By:	/s/ ▇.▇. ▇▇▇▇▇▇
	▇.▇. ▇▇▇▇▇▇
	Executive Vice President, Commercial, Marketing, Transportation and Business Development

Exhibit A

Arbitration Procedure

Either Party may initiate dispute resolution procedures by sending a Notice to the other Party specifically stating the complaining Party’s Claim and by initiating binding arbitration in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators who shall be neutral, independent, and generally knowledgeable about the type of transaction which gave rise to the dispute. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, provided that the arbitrators shall include in their report/award a list of findings, with supporting evidentiary references, upon which they have relied in making their decision. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Houston, Texas.

Notwithstanding anything herein and regardless of any procedures or rules of the Center for Public Resources, it is expressly agreed that the following shall apply and control over any other provision in this Agreement:

(a)

All offers, conduct, views, opinions and statements made in the course of negotiation or mediation by any of the Parties, their employees, agents, experts, attorneys and representatives, and by any mediator, are confidential, made for compromise and settlement, protected from disclosure under Federal and State Rules of Evidence and Procedure, and inadmissible and not discoverable for any purpose, including impeachment, in litigation or legal proceedings between the Parties, and shall not be disclosed to any Person who is not an agent, employee, expert or representative of the Parties, provided that evidence otherwise discoverable or admissible is not excluded from discovery or admission as a result of presentation or use in mediation.

(b)

Except to the extent that the Parties may agree upon selection of one or more arbitrators, the Center for Public Resources shall select arbitrators from a panel reviewed by the Parties. The Parties shall be entitled to exercise peremptory strikes against one-third of the panel and may challenge other candidates for lack of neutrality or lack of qualifications. Challenges shall be resolved in accordance with Center for Public Resource rules.


(c)	The Parties shall have at least twenty (20) Days following the close of hearing within which to submit a brief (not to exceed eighteen (18) pages in length) and ten (10) Days from date of receipt of the opponent’s brief within which to respond thereto.


(d)	The Parties expressly agree that the arbitrators shall not award punitive damages, consequential damages, or attorneys’ fees (except attorneys’ fees specifically authorized by the Agreement).

Exhibit A/Page 1


(e)	The fees and expenses of any mediator or arbitrator shall be shared equally by the Parties.


(f)	The Parties may, by written agreement (signed by both Parties), alter any time deadline or location(s) for meetings.

Time is of the essence for purposes of the provisions of this Exhibit.

Exhibit A/Page 2

TRANSPORTATION SERVICES AGREEMENT by and between PHILLIPS 66 CARRIER LLC and PHILLIPS 66 COMPANY for the Gold Pipeline System

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