BP Midstream Partners LP (Form: S-1/A, Received: 09/25/2017 06:03:48)

As filed with the Securities and Exchange Commission on September 22, 2017

Registration No. 333-220407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BP Midstream Partners LP

(Exact name of registrant as specified in its charter)

Delaware

4610

82-1646447

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

501 Westlake Park Boulevard

Houston, Texas 77079

(281) 366-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yevgeniy V. Nikulin

501 Westlake Park Boulevard

Houston, Texas 77079

(281) 366-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David P. Oelman

Sarah K. Morgan

Vinson & Elkins L.L.P.

1001 Fannin Street

Suite 2500

Houston, Texas 77002

(713) 758-2222

Joshua Davidson

Mollie H. Duckworth

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-220407) (the “Registration Statement”) is being filed for the purpose of filing Exhibits 1.1, 10.6, 10.7, 10.8, 10.9 and 10.10 to the Registration Statement. No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, 15 or 17 of Part II of the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below are the expenses (other than underwriting discounts) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the FINRA filing fee and the New York Stock Exchange listing fee the amounts set forth below are estimates.


SEC registration fee	$	*
FINRA filing fee		*
Printing and engraving expenses		*
Fees and expenses of legal counsel		*
Accounting fees and expenses		*
Transfer agent and registrar fees		*
New York Stock Exchange listing fee		*
Miscellaneous		*

Total	$	*

To be completed by amendment

ITEM 14. INDEMNIFICATION OF OFFICERS AND MEMBERS OF OUR BOARD OF DIRECTORS.

Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. The section of the prospectus entitled “Our Partnership Agreement—Indemnification” discloses that we will generally indemnify officers, directors and affiliates of the general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference.

Our general partner will purchase insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of the general partner or any of its direct or indirect subsidiaries.

The underwriting agreement to be entered into in connection with the sale of the securities offered pursuant to this registration statement, the form of which will be filed as an exhibit to this registration statement, provides for indemnification of BP Holdco and our general partner, their officers and directors, and any person who controls BP Holdco and our general partner, including indemnification for liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On May 22, 2017, in connection with the formation of BP Midstream Partners LP, we issued (i) the non-economic general partner interest in us to BP Midstream Partners GP LLC and (ii) the 100.0% limited partner interest in us to BP Holdco for $100.00. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act. There have been no other sales of unregistered securities within the past three years.

In connection with the formation transactions set forth in “Summary—Formation Transactions,” we will issue common units and subordinated units, representing an aggregate % limited partner interest in us, to BP Holdco. The number of common units to be issued to BP Holdco includes common units that will be issued at the expiration of the underwriters’ option to purchase additional common units, assuming that the underwriters do not exercise the option.

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ITEM 16. EXHIBITS.

See the Index to Exhibits on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Index to Exhibits is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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The undersigned registrant undertakes that, for the purposes of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

The undersigned registrant undertakes to send to each common unitholder, at least on an annual basis, a detailed statement of any transactions with its general partner or its general partner’s affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to its general partner or its general partner’s affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

The undersigned registrant undertakes to provide to the common unitholders the financial statements required by Form 10-K for the first full fiscal year of operations of the registrant.

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INDEX TO EXHIBIT


Exhibit Number			Description

	1.1		—	Form of Underwriting Agreement

	3.1	*	—	Certificate of Limited Partnership of BP Midstream Partners LP

	3.2	*	—	Form of First Amended and Restated Limited Partnership Agreement of BP Midstream Partners LP (included as Appendix A in the prospectus included in this Registration Statement)

	3.3	*	—	Certificate of Formation of BP Midstream Partners GP LLC

	3.4	*	—	First Amended and Restated Limited Liability Company Agreement of BP Midstream Partners GP LLC

	5.1	*	—	Form of Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered

	8.1	*	—	Form of Opinion of Vinson & Elkins L.L.P. relating to tax matters

	10.1	*	—	Form of Contribution Agreement

	10.2	*	—	Form of Credit Agreement

	10.3	*	—	Form of Omnibus Agreement

	10.4	*	—	Form of BP Midstream Partners LP Long-Term Incentive Plan

	10.5	*	—	Form of Grant Award Agreement

	10.6		—	Form of Indemnification Agreement

	10.7		—	Form of Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC

	10.8		—	Form of BP Two Pipeline Company LLC Throughput and Deficiency Agreement

	10.9		—	Form of BP River Rouge Pipeline Company LLC Throughput and Deficiency Agreement

	10.10		—	Form of BP D-B Pipeline Company LLC Throughput and Deficiency Agreement

	21.1	*	—	List of Subsidiaries of BP Midstream Partners LP

	23.1	*	—	Consent of Ernst & Young LLP

	23.2	*	—	Consent of Ernst & Young LLP

	23.3	*	—	Consent of Ernst & Young LLP

	23.4	*	—	Consent of Ernst & Young LLP

	23.5	*	—	Consent of Ernst & Young LLP

	23.6	*	—	Consent of Ernst & Young LLP

	23.7	*	—	Consent of Ernst & Young LLP

	23.8	*	—	Consent of Ernst & Young LLP

	23.9	*	—	Consent of PricewaterhouseCoopers LLP

	23.10	*	—	Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1)

	23.11	*	—	Consent of Director Nominee

	24.1	*	—	Power of Attorney (contained on signature page)

Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 22, 2017.


BP Midstream Partners LP

By:		BP Midstream Partners GP LLC, its general partner


By:		/s/ Robert P. Zinsmeister
Name:		Robert P. Zinsmeister
Title:		Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.


Name	Title	Date

/s/ Robert P. Zinsmeister Robert P. Zinsmeister	Chief Executive Officer and Director (Principal Executive Officer)	September 22, 2017

/s/ Craig W. Coburn Craig W. Coburn	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	September 22, 2017

* Brian D. Smith	Director	September 22, 2017

* J. Douglas Sparkman	Director	September 22, 2017

* Clive Christison	Director	September 22, 2017



*By:		/s/ Craig W. Coburn
		Craig W. Coburn
		Attorney-in-fact

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Exhibit 1.1

BP Midstream Partners LP

[________] Common Units

Representing Limited Partner Interests

Form of Underwriting Agreement

New York, New York

[●], 2017

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

As Representatives of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

BP Midstream Partners LP, a Delaware limited partnership (the “ Partnership ”), proposes to sell to you and the several other underwriters named in Schedule I hereto (the “ Underwriters ”), for whom you (the “ Representatives ”) are acting as representatives, [●] common units (the “ Firm Units ”), each representing a limited partner interest in the Partnership (the “ Common Units ”). The Partnership also proposes to grant to the Underwriters an option to purchase up to [●] additional Common Units solely to cover over-allotments, if any (the “ Option Units ”; the Option Units, together with the Firm Units, being hereinafter called the “ Units ”).

It is understood and agreed to by all parties that the Partnership was formed by the Partnership’s sole general partner, BP Midstream Partners GP LLC, a Delaware limited liability company (the “ General Partner ”), and its sole limited partner, BP Midstream Partners Holdings LLC, a Delaware limited liability company (“ BP Holdco ”), to own, operate, develop and acquire pipelines and other midstream assets, as described more particularly in the Preliminary Prospectus (as defined herein).

It is further understood and agreed to by all parties hereto that as of the date hereof:

(a) BP Pipelines (North America) Inc., a Maine corporation (“ BP Pipelines ”), directly owns a 100% membership interest in BP Holdco, BP Two Pipeline Company LLC, a Delaware limited liability company (“BP2”), BP River Rouge Pipeline Company LLC, a Delaware limited liability company (“River Rouge”), and BP D-B Pipeline Company LLC, a Delaware limited liability company (“Diamondback”), and a 99.0% membership interest in Mardi Gras Transportation System Company LLC, a Delaware limited liability company (“ Mardi Gras ”);

(b) BP Holdco directly owns a 100% membership interest in the General Partner;

(c) BP Holdco and the General Partner directly own a 100% limited partner interest and a non-economic general partner interest, respectively, in the Partnership;

(d) BP Pipelines [directly] owns a 28.5% membership interest in Mars Oil Pipeline Company LLC, a Delaware limited liability company (“ Mars ”); and

(e) Mardi Gras directly owns a 65.0% membership interest in Endymion Oil Pipeline Company, LLC, a Delaware limited liability company (“ Endymion ”), a 56.0% membership interest in Caesar Oil Pipeline Company, LLC, a Delaware limited liability company (“ Caesar ”), a 65.0% membership interest in Proteus Oil Pipeline Company, LLC, a Delaware limited liability company (“ Proteus ”), and a 53.0% membership interest in Cleopatra Gas Gathering Company, LLC, a Delaware limited liability company (“ Cleopatra ”).

Immediately prior to the Closing Date (as defined herein):

(a)

BP Pipelines, BP Holdco, the General Partner and the Partnership will enter into a Contribution Agreement, substantially in the form filed as an exhibit to the Registration Statement (as defined herein) (the “ Contribution Agreement ”) pursuant to which:

BP Pipelines will contribute its 100% membership interest in BP2 to BP Holdco, and BP Holdco will contribute its 100% membership interest in BP2 to the Partnership;

ii.

BP Pipelines will contribute its 100% membership interest in River Rouge to BP Holdco, and BP Holdco will contribute its 100% membership interest in River Rouge to the Partnership;

iii.

BP Pipelines will contribute its 100% membership interest in Diamondback to BP Holdco, and BP Holdco will contribute its 100% membership interest in Diamondback to the Partnership;

iv.

BP Pipelines will contribute its 28.5% membership interest in Mars to BP Holdco, and BP Holdco will contribute its 28.5% membership interest in Mars to the Partnership; and

BP Pipelines will contribute a 20.0% managing membership interest in Mardi Gras to BP Holdco, and BP Holdco will contribute its 20.0% managing membership interest in Mardi Gras to the Partnership;

(b)

The Partnership will issue (i) [●] Common Units and (ii) [●] subordinated units representing limited partner interests (the “ Subordinated Units ”), such Common Units and Subordinated Units together (collectively, the “ Sponsor Units ”) representing an aggregate [●]% limited partner interest in the Partnership, to BP Holdco;

(c)

The Partnership will issue all of its Incentive Distribution Rights (as defined in the Partnership Agreement (as defined herein)) to the General Partner;

(d)

The Partnership will issue [●] Common Units to the public in the offering contemplated by this Agreement, representing a [●]% limited partner interest in the Partnership, and will apply the net proceeds as described under “Use of Proceeds” in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus (as defined herein);

(e)

The Partnership will enter into a revolving credit facility with North America Funding Company with $600,000,000 in available capacity, substantially in the form filed as an exhibit to the Registration Statement (the “ Credit Agreement ”);

(f)

BP Pipelines, the Partnership, the General Partner and BP America Inc., a Delaware corporation, will enter into an omnibus agreement, substantially in the form filed as an exhibit to the Registration Statement (the “ Omnibus Agreement ”);

(g)

The Partnership will amend and restate its partnership agreement, substantially in the form filed as an exhibit to the Registration Statement (as so amended and restated, the “ Partnership Agreement ”); and

(h)

The General Partner will amend and restate its limited liability company agreement, substantially in the form filed as an exhibit to the Registration Statement (as so amended and restated, the “ GP LLC Agreement ”).

The transactions contemplated in subsections (a) through (h) above (including the transactions to be consummated pursuant to the Contribution Agreement) are collectively referred to herein as the “ Transactions .” The “ Transaction Documents ” shall mean the Contribution Agreement, the Credit Agreement, and the Omnibus Agreement.

The “ BP Parties ” shall mean BP Pipelines, BP Holdco, the General Partner, and the Partnership. The “ Operating Subsidiaries ” shall mean BP2, River Rouge, Diamondback and Mardi Gras. The “ Mardi Gras Joint Ventures ” shall mean Endymion, Caesar, Proteus and Cleopatra. The “ BP Entities ” shall mean the BP Parties and the Operating Subsidiaries, collectively. The “ Partnership Entities ” shall mean the Partnership and the Operating Subsidiaries, collectively. The “ Organizational Agreements ” shall mean the Partnership Agreement, the GP LLC Agreement, and the limited liability company agreement of each Operating Subsidiary, Mars and each Mardi Gras Joint Venture. The “ Organizational Documents ” shall mean the Organizational Agreements and the certificates of formation of each of the BP Entities, Mars and each Mardi Gras Joint Venture. The “ Operative Agreements ” shall mean the Organizational Agreements and the Transaction Documents.

As used in this underwriting agreement (this “ Agreement ”), the “ Registration Statement ” means the registration statement referred to in paragraph 1(a) hereof, including the exhibits, schedules and financial statements and any prospectus supplement relating to the Units that is filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”) and deemed part of such registration statement pursuant to Rule 430A under the Securities Act (“ Rule 430A ”), as amended at the date and time that this Agreement is executed and delivered by the parties hereto (the “ Execution Time ”), and, in the event any post-effective amendment thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act (a “ Rule 462(b) Registration Statement ”) becomes effective prior to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be; the “ Effective Date ” means each date and time that the Registration Statement, any post-effective amendment or amendments thereto or any Rule 462(b) Registration Statement became or becomes effective; the “ Preliminary Prospectus ” means any preliminary prospectus referred to in paragraph 1(a) hereof and any preliminary prospectus included in the Registration Statement at the Effective Date that omits information with respect to the Units and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (the “ Rule 430A Information ”); and the “ Prospectus ” means the prospectus relating to the Units that is first filed pursuant to Rule 424(b) under the Securities Act (“ Rule 424(b) ”) after the Execution Time.

As used in this Agreement, the “ Disclosure Package ” shall mean (i) the Preliminary Prospectus that is generally distributed to investors and used to offer the Units, together with the information included in Schedule III hereto, (ii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “ Issuer Free Writing Prospectus ”), identified in Schedule II hereto, and (iii) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “ Free Writing Prospectus ”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

1. Representations and Warranties . BP Holdco and the Partnership Entities, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth below in this Section 1 .

(a) Registration Statement . The Partnership has prepared and filed with the SEC the Registration Statement (file number 333-220407) on Form S-1, including a related preliminary prospectus, for the registration of the offering and sale of the Units under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwriters. The Partnership will file with the SEC a final prospectus relating to the Units in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus shall contain all information required by the Securities Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Partnership has advised you, prior to the Execution Time, will be included or made therein.

(b) No Material Misstatements or Omissions in Registration Statement or Prospectus . On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (a “ settlement date ”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on any Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Partnership makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Disclosure Package or the Prospectus in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Disclosure Package or the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(c) No Material Misstatements or Omissions in Disclosure Package . (i) The Disclosure Package, (ii) each electronic road show, and (iii) any individual Written Testing-the-Waters Communication, when taken together as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(d) Eligible Issuer . (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act (“ Rule 405 ”)), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Partnership be considered an Ineligible Issuer.

(e) Emerging Growth Company . From the time of initial confidential submission of the Registration Statement to the SEC (or, if earlier, the first date on which the Partnership engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the Execution Time, the Partnership has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”).

(f) Testing-the-Waters Communications . The Partnership (i) has not engaged in any Testing-the-Waters Communication [other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act] and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Partnership reconfirms that the Representatives has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Partnership has not distributed any Written Testing-the-Waters Communications [other than those listed on Schedule IV hereto]. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405.

(g) Issuer Free Writing Prospectus . No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(h) Forward-Looking and Supporting Information . Each of the statements made by the Partnership in the Registration Statement, the Disclosure Package and the Prospectus within the coverage of Rule 175(b) under the Securities Act was made or will be made with a reasonable basis and in good faith.

(i) Formation and Qualification . Each of the BP Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of its jurisdiction of organization with all requisite limited partnership, limited liability company or corporate power and authority, as applicable, to enter into and perform its obligations under this Agreement and the Transaction Documents to which it is a party. Each of the BP Entities has full limited partnership, limited liability company or corporate power and authority, as applicable, to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and each of the General Partner and Partnership Entities is duly qualified to do business as a foreign limited partnership, limited liability company or corporation, as applicable, and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, partners’ equity, properties, assets,

business or prospects of the General Partner and Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (a “ Material Adverse Effect ”), or subject the limited partners of the Partnership to any material liability or disability.

(j) Power and Authority of the General Partner . The General Partner has, and on the Closing Date and each settlement date will have, all requisite limited liability company power and authority to act as general partner of the Partnership in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

(k) Ownership of BP Holdco . BP Pipelines owns, and immediately after giving effect to the Transactions will own, all of the issued and outstanding membership interests of BP Holdco; the membership interests of BP Holdco have been duly authorized and validly issued in accordance with the limited liability company agreement of BP Holdco (as the same may be amended or restated at or prior to the Closing Date, the “ BP Holdco LLC Agreement ”), and are fully paid (to the extent required by the BP Holdco LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”); and BP Pipelines owns such membership interests free and clear of all liens, encumbrances and defects (“ Liens ”) except as contained in the BP Holdco LLC Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus.

(l) Ownership of General Partner . BP Holdco owns, and immediately after giving effect to the Transactions will own, all of the issued and outstanding membership interests of the General Partner; the membership interests of the General Partner have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and BP Holdco owns such membership interests free and clear of all Liens except as contained in the GP LLC Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus.

(m) Ownership of the General Partner Interest in the Partnership . The General Partner is, and immediately after giving effect to the Transactions will be, the sole general partner of the Partnership with a non-economic general partner interest (“ General Partner Interest ”) in the Partnership; such General Partner Interest has been, and on the Closing Date and each settlement date, immediately after giving effect to the Transactions, will be, duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such General Partner Interest free and clear of all Liens.

(n) Ownership of the Incentive Distribution Rights . On the Closing Date and each settlement date, after giving effect to the Transactions, the General Partner will own 100% of the Incentive Distribution Rights; such Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized 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 Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)); and the General Partner will own the Incentive Distribution Rights, in each case free and clear of all Liens.

(o) Ownership of the Sponsor Units . On the Closing Date and each settlement date, after giving effect to the Transactions, BP Holdco will own the Sponsor Units; such Sponsor Units and the limited partner interests represented thereby will be duly authorized 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 BP Holdco will own the Sponsor Units free and clear of all Liens.

(p) Valid Issuance of the Units . The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein on the Closing Date and each settlement date, will be validly issued and 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. Other than the Sponsor Units, the Incentive Distribution Rights and any limited partner interests issued pursuant to the long-term incentive plan of the Partnership as described in the Registration Statement, the Disclosure Package and the Prospectus, the Units will be the only limited partner interests of the Partnership issued or outstanding on the Closing Date and each settlement date, as applicable.

(q) Ownership of the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures .

On the Closing Date and each settlement date, after giving effect to the Transactions, the Partnership will own (i) all of the issued and outstanding membership interests in BP2, Diamondback and River Rouge, (ii) a 28.5% membership interest in Mars, and (iii) a 20.0% membership interest in Mardi Gras; such equity interests have been or will be, as applicable, duly authorized and validly issued in accordance with the applicable Organizational Agreements, and have been or will be, as applicable, fully paid (to the extent required by the applicable Organizational Agreements) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own such equity interests free and clear of all Liens except as contained in each of the Operating Subsidiary’s or Mars’ Organizational Documents, as applicable or as described in the Registration Statement, the Disclosure Package and the Prospectus.

ii.

Mardi Gras owns (i) a 65.0% membership interest in Endymion, (ii) a 56.0% membership interest in Caesar, (iii) a 65.0% membership interest in Proteus, and (iv) a 53.0% membership interest in Cleopatra; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Agreements, and are fully paid (to the extent required by the applicable Organizational Agreements) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act), and Mardi Gras owns such equity interests free and clear of all Liens except as contained in each of the Mardi Gras Joint Venture’s Organizational Documents, as applicable or as described in the Registration Statement, the Disclosure Package and the Prospectus.

(r) Voting Control . On the Closing Date and each settlement date, after giving effect to the Transactions and except as otherwise provided in Mardi Gras’ Organizational Documents, the Partnership will have a managing member interest in Mardi Gras, which provides it with voting control of Mardi Gras’ 65.0% membership interest in Endymion, 56.0% membership interest in Caesar, 65.0% membership interest in Proteus and 53.0% membership interest in Cleopatra.

(s) No Other Subsidiaries . On the Closing Date and each settlement date, after giving effect to the Transactions, the General Partner will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity, other than the Partnership, the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures. On the Closing Date and each settlement date, after giving effect to the Transactions, the Partnership will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity, other than the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures.

(t) Distribution Restrictions . After giving effect to the Transactions, none of the Operating Subsidiaries will be prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or to which it is subject, from paying any distributions to any Partnership Entity, from making any other distribution on such subsidiary’s equity interests, from repaying to any Partnership Entity any loans or advances to such subsidiary from any Partnership Entity or from transferring any of such subsidiary’s property or assets to any Partnership Entity, except for (A) restrictions on distributions described in the Registration Statement, the Disclosure Package and the Prospectus, (B) restrictions on distributions under the laws of the Operating Subsidiaries’ jurisdictions of formation or (C) as described in or contemplated by the Credit Agreement.

(u) Conformity of Units to Descriptions . The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, and the Sponsor Units, the General Partner Interest and the Incentive Distribution Rights, when issued and delivered

in accordance with the terms of the Partnership Agreement and the Contribution Agreement, will conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and to be contained in the Prospectus, and such descriptions conform to the rights set forth in the instruments defining the same.

(v) No Options, Preemptive Rights, Registration Rights or Other Rights . Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no profits interests or other equity interests, options, warrants, preemptive rights, rights of first refusal or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities, in each case pursuant to the applicable Organizational Documents or any other agreement or other instrument to which the General Partner or any such Partnership Entity is a party or by which the General Partner or any such Partnership Entity may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

(w) Authority and Authorization . Each of the BP Parties has all requisite limited partnership, limited liability company or corporate power and authority, as applicable, to execute and deliver this Agreement and to perform its respective obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Prospectus and (ii) the Sponsor Units and the Incentive Distribution Rights, in accordance with and upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. As of the Closing Date and on each settlement date, all limited partnership, limited liability company or corporate action, as the case may be, required to be taken by any of the BP Parties or any of their respective unitholders, members or stockholders for the authorization, issuance, sale and delivery of the Units, the Sponsor Units and the Incentive Distribution Rights, the execution and delivery of the Transaction Documents and the consummation of the Transactions and any other transactions contemplated by this Agreement or the Operative Agreements, shall have been validly taken.

(x) Authorization of this Agreement . This Agreement has been duly authorized and validly executed and delivered by or on behalf of each of the BP Parties.

(y) Authorization, Execution, Delivery and Enforceability of Certain Agreements . At or before the Closing Date and on each settlement date:

each of the Transaction Documents will have been duly authorized, executed and delivered by the BP Entities party thereto and will be a valid and legally binding agreement of such BP Entity, enforceable against such BP Entity in accordance with its terms;

ii.

the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and BP Holdco and will be a valid and legally binding agreement of the General Partner and BP Holdco, enforceable against the General Partner and BP Holdco in accordance with its terms;

iii.

the GP LLC Agreement will have been duly authorized, executed and delivered by BP Holdco and will be a valid and legally binding agreement of BP Holdco, enforceable against BP Holdco in accordance with its terms; and

iv.

the limited liability company agreements of each of the Operating Subsidiaries will have been duly authorized, executed and delivered by the members thereof and will be valid and legally binding agreements of the members thereof, enforceable against them in accordance with their respective terms;

provided , that, with respect to each such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(z) Legal Sufficiency of Contribution Agreement . The Contribution Agreement will be legally sufficient to transfer or convey, directly or indirectly, the applicable equity interests in the Operating Subsidiaries and Mars to the Partnership, as contemplated by the Registration Statement, the Disclosure Package and the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Contribution Agreement and described in the Registration Statement, the Disclosure Package and the Prospectus. Upon execution and delivery of the Contribution Agreement and consummation of the transactions contemplated thereby, the Partnership Entities will directly or indirectly succeed in all material respects to the business, assets, properties, liabilities and operations reflected in the financial statements included in the Registration Statement, the Disclosure Package and the Prospectus.

(aa) Non-Contravention . None of (A) the offering, issuance or sale by the Partnership of the Units, (B) the execution, delivery and performance of this Agreement and the Transaction Documents by the BP Entities that are parties thereto, (C) the consummation of the Transactions or any other transactions contemplated by this Agreement or the Transaction Documents by the BP Entities party thereto or (D) the application by the Partnership of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, (i) constitutes or will constitute a violation of the Organizational Documents of any of the BP Entities, (ii) constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or will result in the creation or imposition of any Lien upon any property or assets of any of the BP Entities under any agreement or other instrument filed as an exhibit to the

Registration Statement, or (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, federal law or the contract law of the State of New York, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii) or (iii), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially impair the ability of any of the BP Entities to consummate the Transactions or any other transactions provided for in this Agreement or the Transaction Documents.

(bb) No Consents . No permit, consent, approval, authorization, order, registration or qualification (“consent”) of or with any Delaware or federal court, governmental agency or body having jurisdiction over any of the BP Entities or their properties or assets, is required in connection with (i) the offering, issuance or sale by the Partnership of the Units, (ii) the execution, delivery and performance of this Agreement and the Transaction Documents by the BP Entities party thereto, (iii) the consummation of the Transactions or any other transactions contemplated by this Agreement or the Transaction Documents by the BP Entities party thereto or (iv) the application of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, except (A) registration of the Units under the Securities Act or the Exchange Act, (B) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (C) under the by-laws and rules and regulations of FINRA, (D) consents that have been obtained and (E) for any such consents the absence or omission of which would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or to materially impair the ability of any of the BP Entities to consummate the Transaction or any other transactions provided for in this Agreement or the Transaction Documents.

(cc) Financial Statements . The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved. The summary historical financial and operating data included under the caption “Summary—Summary Historical and Unaudited Pro Forma Financial Data” in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Unaudited Pro Forma Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes (the “Predecessor”)), the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures, including non-GAAP financial measures contained in the

Registration Statement, the Disclosure Package and the Prospectus, has been derived from the accounting records of the Partnership Entities, Mars and the Mardi Gras Joint Ventures or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus and the Prospectus that are not so included as required and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus or the Prospectus.

(dd) Pro Forma Financial Statements . The pro forma financial statements included in the Registration Statement, the Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in Registration Statement, the Disclosure Package and the Prospectus. The pro forma financial statements included in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act.

(ee) Independent Registered Public Accounting Firm . Ernst & Young LLP, who has certified certain financial statements of the Partnership and the Predecessor, whose reports appear in the Registration Statement, the Disclosure Package and the Prospectus and who has delivered the initial letters referred to in Section 6(f) hereof, is an independent public accountant with respect to the Partnership and the Predecessor, as the case may be, as required by the Securities Act and the rules and regulations thereunder.

(ff) Internal Controls . BP Pipelines maintains, and the Partnership Entities will maintain, internal accounting controls sufficient for it and them, respectively, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded by it or them as necessary to permit preparation of the Partnership’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (iii) access to the Partnership’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Partnership’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. BP Pipelines’ internal controls over financial reporting are, and the Partnership Entities’ internal controls over financial reporting will be, effective in all material respects to perform the functions for which they were established. As of the date of the most recent balance sheet of the Partnership and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP, there were no material weaknesses in BP Pipelines’ internal controls.

(gg) Disclosure Controls and Procedures . (i) BP Pipelines has established and maintains, and the Partnership Entities will establish and maintain, disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), (ii) such disclosure controls and procedures are or will be, as applicable, designed to ensure that the information required to be disclosed by the Partnership and its subsidiaries in the reports to be filed or submitted under the Exchange Act is accumulated and communicated to management of the Partnership and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made, and (iii) such disclosure controls and procedures are or will be, as applicable, effective in all material respects to perform the functions for which they were established.

(hh) No Changes in Internal Controls . Since the date of the most recent balance sheet of the Partnership and its subsidiaries reviewed or audited by Ernst & Young LLP, (i) the Partnership has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Partnership or any of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Partnership and each of its subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could materially adversely affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, other than those related to the transition from the system of internal controls appropriate for BP Pipelines to those appropriate for the Partnership Entities as dictated by accounting principles generally accepted in the United States.

(ii) Critical Accounting Policies . The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fully describes (i) the accounting policies that the Partnership believes are the most important in the portrayal of the Partnership’s and its subsidiaries’ financial condition and results of operations and that require management’s most difficult, subjective or complex judgments (“ Critical Accounting Policies ”), (ii) the judgments and uncertainties affecting the application of Critical Accounting Policies and (iii) the likelihood that materially different amounts would be reported under different conditions or using different assumptions and an explanation thereof.

(jj) Sarbanes-Oxley Act of 2002 . There is, and has been, no failure on the part of the Partnership and any of the Partnership’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith or the rules of The New York Stock Exchange (“ NYSE ”), in each case that are effective and applicable to the Partnership.

(kk) No Material Changes . Except as described in the Registration Statement and the Disclosure Package, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the date of the latest audited financial statements included in the Preliminary Prospectus, (i) no Partnership Entity has (A) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (B) issued or granted any securities, (C) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (D) entered into any material transaction not in the ordinary course of business, or (E) declared or paid any distribution or dividend on its equity interests, and (ii) there has not been any change in the partnership or limited liability company interests, as applicable, or long-term debt of any of the Partnership Entities or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, partners’ equity, properties, assets, business or prospects of the Partnership Entities taken as a whole.

(ll) Title to Properties . Each of the Partnership Entities has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all real property and personal property owned or leased by them that are material to conduct the respective businesses of the Partnership Entities, in each case free and clear of all Liens, except such Liens as (i) are described in the Registration Statement, the Disclosure Package and the Prospectus, (ii) do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by any of the Partnership Entities and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All assets held under lease by each of the Partnership Entities are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by any of the Partnership Entities.

(mm) Rights of Way . Each of the Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner described in the Registration Statement, the Disclosure Package and the Prospectus, subject to the limitations described in the Registration Statement, the Disclosure Package and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, or at the Closing Date and each settlement date will have, fulfilled and performed, in all material respects, its 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, individually or in the aggregate, would not have a Material Adverse Effect; and none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(nn) Permits . Each of the Partnership Entities has such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“ Permits ”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the Registration Statement, the Disclosure Package and the Prospectus, except for any of the foregoing that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Partnership Entities has fulfilled and performed all of its obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that could not reasonably be expected to have a Material Adverse Effect. None of the Partnership Entities has received notice of any revocation or modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course.

(oo) Intellectual Property . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, after giving effect to the Transactions, each of the Partnership Entities will own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses. The BP Parties have not received any notice of any claim of conflict with any such rights of others.

(pp) Legal Proceedings . Except as described in the Registration Statement, the Disclosure Package and the Prospectus or as identified in the Omnibus Agreement, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Partnership’s knowledge, threatened (i) against or affecting the BP Entities or any of their subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, any of the Partnership Entities or any of their subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to any of the Partnership Entities or their subsidiaries, or any of their officers or directors of, or property owned or leased by, the Partnership Entities or any of their subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the performance of this Agreement or the Transaction Documents or the consummation of the transactions contemplated by this Agreement or the Transaction Documents.

(qq) Contracts to be Described or Filed . There are no contracts or other documents required to be described in the Registration Statement, the Preliminary Prospectus, the Prospectus or filed as exhibits to the Registration Statement, that are not described and, if applicable, filed as required. The statements made in the Preliminary Prospectus, insofar as they purport to constitute summaries of the terms of the contracts and other documents described and, if applicable, filed, constitute accurate summaries of the terms of such contracts and documents in all material respects.

(rr) Insurance . Except as would not reasonably be expected to have a Material Adverse Effect, each of the Partnership Entities has or is covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Partnership Entities are in full force and effect; each of the Partnership Entities is in compliance with the terms of such policies in all material respects; and none of the Partnership Entities 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; there are no claims by any of the Partnership Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and the Partnership Entities have not been notified that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their business.

(ss) Certain Relationships and Related Party Transactions . No relationship, direct or indirect, exists between or among any of the Partnership Entities, on the one hand, and any “affiliate,” equity holder, director, manager, officer, customer or supplier of any of the BP Entities, on the other hand, that is required to be described in the Preliminary Prospectus which is not so described. There are no outstanding personal loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by any Partnership Entity to or for the benefit of any of the executive officers, directors or managers of any Partnership Entity or their respective family members.

(tt) No Labor Dispute; No Notice of Labor Law Violations . No labor disturbance by or dispute with the employees of the BP Entities that are working on behalf of the General Partner or the Partnership Entities pursuant to the Omnibus Agreement exists or, to the knowledge any of the BP Parties, is imminent that could reasonably be expected to have a Material Adverse Effect.

(uu) No Defaults . None of the Partnership Entities (i) is in violation of its applicable Organizational Document, (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vv) Environmental Compliance . Except as described in the Registration Statement, the Disclosure Package and the Prospectus or as identified in the Omnibus Agreement, (i) each of the Partnership Entities is in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants applicable to such entity (“ Environmental Laws ”), which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses and (ii) none of the Partnership Entities has received notice or otherwise has knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Preliminary Prospectus or as identified in the Omnibus Agreement, (A) there are no proceedings that are pending, or known to be contemplated, against any of the Partnership Entities under Environmental Laws in which a governmental authority is also a party, other than such proceedings in which it is reasonably believed monetary sanctions of $100,000 or more will not be imposed, (B) none of the Partnership Entities is aware of any non-compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (C) none of the Partnership Entities anticipates material capital expenditures relating to Environmental Laws other than those incurred in the ordinary course of business.

(ww) Tax Returns . The Partnership Entities have filed all federal, state, local and foreign tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and no tax deficiency has been determined adversely to the Partnership Entities, nor does the Partnership have any knowledge of any tax deficiencies that have been, or could reasonably be expected to be asserted against the Partnership Entities, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xx) ERISA . Except, in each case, for any such matter as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) for which

the Partnership or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have any liability (each a “ Plan ”) has been maintained in compliance, in all material respects, with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code, (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption, (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Partnership or any member of its Controlled Group has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA) and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, that could reasonably be expected to cause the loss of such qualification or approval. None of the Partnership Entities is (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

(yy) Statistical and Market-Related Data . All statistical and market-related data included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the BP Parties believe to be credible in all material respects, and the Partnership has obtained the written consent to the use of such data from such sources to the extent required.

(zz) Investment Company . None of the Partnership Entities is now, and after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Disclosure Package and the Prospectus will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(aaa) Summaries of Law and Documents . The statements set forth in each of the Disclosure Package and the Prospectus under the captions “Cash Distribution Policy and Restrictions on Distributions,” “How We Make Distributions to Our Partners,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences”, insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

(bbb) No Brokers . Except as described in the Registration Statement, the Disclosure Package and the Prospectus, none of the BP Entities is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Units.

(ccc) Private Placement . None of the BP Parties has sold or issued any securities that would be integrated with the offering of the Units contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.

(ddd) Stabilization . None of the BP Entities have taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(eee) NYSE Listing of Common Units . The Units have been approved for listing, subject to official notice of issuance and evidence of satisfactory distribution on, the NYSE.

(fff) No Distribution of Offering Materials . None of the BP Entities has distributed and, prior to the later to occur of the Closing Date or any settlement date and completion of the distribution of the Units, will distribute any offering material in connection with the offering and sale of the Units other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement, and any other materials permitted by the Securities Act, including Rule 134.

(ggg) Anti-Corruption . None of BP Pipelines, BP Holdco, the General Partner nor the Partnership Entities nor, to the knowledge of each such entity, any director, officer or employee of any such entity, is aware of any action taken, or has taken any action, since January 1, 2012, that could reasonably be expected to result in a violation or a sanction for violation by such entities of any applicable anti-bribery and anti-corruption laws and regulations, including the Foreign Corrupt Practices Act of 1977; and each such entity has policies and procedures in place designed to ensure compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of such applicable laws and regulations.

(hhh) Money Laundering . Since January 1, 2012, the operations of each of the Partnership Entities are and have been conducted in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership Entities with respect to the Money Laundering Laws is pending or, to the best knowledge of the Partnership Entities, threatened.

(iii) OFAC . None of BP Pipelines, BP Holdco, the General Partner nor the Partnership Entities nor, to the knowledge of any such entity, any of their directors, officers or employees (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently subject to or the subject of any sanctions administered by the United States (including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of sanctions that broadly prohibit dealings with that country or territory or (iii) will use the proceeds of this offering, or lend, contribute or otherwise make available the proceeds of this offering to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of such sanctions; and the Partnership Entities have procedures in place designed to ensure that the proceeds of the offering will not directly be lent, contributed or otherwise made available to any person or entity for the purpose of financing the activities of any person or entity currently subject to U.S. sanctions administered by OFAC which prohibit any of the Partnership Entities from lending, contributing or otherwise conducting such activities or making funds available to such person or entity.

(jjj) No Stop Order . The SEC has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose pursuant to Section 8 of the Securities Act has been instituted or threatened by the SEC.

(kkk) Electronic Road Show . The Partnership has made available a “bona fide electronic road show” (as defined in Rule 433) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Units.

(lll) FINRA . To the knowledge of the Partnership, there are no affiliations or associations between any member of FINRA and any of the officers or directors of the General Partner or the holders of 5% or greater of the Common Units, except as described in the Registration Statement, the Disclosure Package and the Prospectus.

(mmm) No Rated Debt . The Partnership does not have any outstanding debt securities or preferred stock rated by any “nationally recognized statistical rating organization” (as defined by the SEC in Section 3(a)(62) of the Exchange Act).

Any certificate signed by any officer of the BP Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by each of the BP Parties, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale .

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $ [ ● ] per unit, the amount of the Firm Units set forth opposite such Underwriter’s name in Schedule I hereto.

(b) Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to [ ● ] Option Units at the same purchase price per unit as the Underwriters shall pay for the Firm Units, less an amount per Option Unit equal to any distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

3. Delivery and Payment . Delivery of and payment for the Firm Units and the Option Units (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 AM, Houston, Texas time, on [●], 2017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date

and time may be postponed by agreement between the Representatives and the Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Units being herein called the “ Closing Date ”). As used herein, “ Business Day ” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Units shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. Delivery of the Firm Units and the Option Units shall be made through the facilities of The Depository Trust Company.

If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Partnership will deliver the Option Units (at the expense of the Partnership) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to the Representatives on the settlement date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

4. Offering by Underwriters . It is understood that the several Underwriters propose to offer the Units for sale to the public as set forth in the Prospectus.

5. Agreements . Each of the BP Parties, jointly and severally, agrees with the several Underwriters that:

(a) Preparation of Prospectus and Registration Statement . Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the SEC, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the

effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) Amendment or Supplement of Disclosure Package . If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Partnership will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(c) Amendment of Registration Statement or Supplement of Prospectus . If, at any time when a prospectus relating to the Units is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“ Rule 172 ”)), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or the rules thereunder, the Partnership promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5 , an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

(d) Reports to Unitholders . The Partnership will make generally available to its unitholders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(e) Signed Copies of the Registration Statement and Copies of the Prospectus . The Partnership will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including

exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Partnership will pay the expenses of printing or other production of all documents relating to the offering.

(f) Qualification of Units . The Partnership will arrange, if necessary, for the qualification of the Units for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Units; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, in any jurisdiction where it is not now so subject.

(g) Lock-Up Period . The BP Parties will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the BP Parties or any affiliate of the BP Parties or any person in privity with the BP Parties or their affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any Common Units or securities convertible into or exercisable, or exchangeable for, Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof); or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “ Lock-Up Period ”).

(h) Price Manipulation . The BP Parties will not, and will cause the BP Entities to not, take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(i) Expenses . The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested by the Representatives for use in

connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings up to an aggregate amount of $20,000); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder.

(j) Free Writing Prospectuses . The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Partnership that, unless it has or shall have obtained, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Partnership with the SEC or retained by the Partnership under Rule 433 under the Securities Act (“ Rule 433 ”); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Partnership is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Partnership agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rule 164 under the Securities Act (“ Rule 164 ”) and Rule 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

(k) Use of Proceeds . The Partnership will use the net proceeds received by it from the sale of the Units in the manner specified in the Registration Statement, the Disclosure Package and the Prospectus under “Use of Proceeds.”

(l) NYSE Listing . The Partnership will use its commercially reasonable efforts to effect and maintain the listing of the Common Units on the NYSE.

(m) Emerging Growth Company . The Partnership will promptly notify the Representatives if the Partnership ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Units within the meaning of the Securities Act and (b) completion of the 180-day restricted period referred to in Section 5(g) hereof.

(n) Written Testing-the-Waters Communications . If at any time following the distribution of any Written Testing-the-Waters Communication, any event occurs as a result of which such Written Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Partnership will (i) notify promptly the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to correct such statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.

6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Firm Units and the Option Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the BP Parties contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the BP Parties made in any certificates pursuant to the provisions hereof, to the performance by the BP Parties of their obligations hereunder and to the following additional conditions:

(a) Filing of Prospectus; No Stop Order . The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Partnership pursuant to Rule 433(d) shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) BP Parties ’ Counsel Opinion . The Partnership shall have requested and caused Vinson & Elkins L.L.P., counsel for the BP Parties, to have furnished to the Representatives its legal opinion, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriters, substantially in the form set forth on Exhibit B.

(c) Underwriters’ Counsel Opinion . The Representatives shall have received from Baker Botts L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriters, with respect to the issuance and sale of the Units, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d) Officers’ Certificate . The General Partner shall have furnished to the Representatives a certificate of the General Partner, signed by the principal executive officer and the principal financial or accounting officer of the General Partner, dated the Closing Date and any settlement date pursuant to Section 3 hereof, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto and this Agreement and that:

(i) the representations and warranties of the Partnership in this Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, are true and correct on and as of the Closing Date and any settlement date pursuant to Section 3 hereof, with the same effect as if made on the Closing Date and such settlement date pursuant to Section 3 hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the Closing Date and any settlement date pursuant to Section 3 hereof, with the same effect as if made on the Closing Date and such settlement date pursuant to Section 3 hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to such officers’ knowledge, threatened.

(e) Comfort Letters . At the Execution Time, the Representatives shall have received from Ernst & Young LLP and PricewaterhouseCoopers LLP letters, in form and substance satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) with respect to Ernst & Young LLP, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Preliminary Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(f) Bring-Down Comfort Letters . With respect to the letters of Ernst & Young LLP and PricewaterhouseCoopers LLP referred to in the preceding paragraph and delivered to the Representatives at the Execution Time (the “initial letters”), the Partnership shall have furnished to the Representatives letters (the “bring-down letters”) of such accountants, addressed to the Underwriters and dated as of the Closing Date and any settlement date (i) with respect to Ernst & Young LLP, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC, (ii) stating, as of the date of the bring-down letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter, and (iii) confirming in all material respects the conclusions and findings set forth in the initial letters.

(g) No Material Change . Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (ii) any change in or affecting the condition (financial or otherwise), results of operations, partners’ equity, properties, assets, business or prospects of the Partnership Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(h) NYSE Listing . The Units shall have been listed and admitted and authorized for trading on the NYSE.

(i) Lock-Up Agreements . At the Execution Time, the Partnership shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each of the parties listed on Schedule V hereto and addressed to the Representatives.

(j) Consummation of Transactions . The Transactions shall have been consummated, or will be consummated upon or substantially concurrently with the issuance of the Units and payment therefore in accordance with the terms of this Agreement, and the Partnership shall have provided evidence reasonably satisfactory to the Underwriters evidencing such consummation, including the satisfaction of any consents, notices or filings required in connection therewith.

(k) Other Certificates . The Representatives shall have received from the BP Parties such additional documents and certificates as the Representatives or counsel for the Underwriters may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and Baker Botts L.L.P., this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Vinson & Elkins L.L.P., counsel for the BP Entities, at 1001 Fannin Street, Houston, Texas 77002, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses . If the sale of the Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10(i) hereof or because of any refusal, inability or failure on the part of the BP Parties to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the BP Parties will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for all out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Units.

8. Indemnification and Contribution .

(a) The Partnership Entities jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication or in any amendment thereof or supplement 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 not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Partnership Entities will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; and provided , further , that to the extent the Partnership Entities fail, refuse or otherwise default, in whole or in part, in respect of any indemnification

obligations under this Section 8, BP Holdco agrees to be liable for the indemnification obligations of the Partnership Entities under this Section 8, subject to the limitations described herein, and shall promptly undertake to diligently perform and discharge, or caused to be so undertaken, performed and discharged, such obligations; provided , however , that BP Holdco’s liability under this Section 8 shall not exceed the aggregate net cash proceeds of the Offering received by the Partnership in connection with the Offering. This indemnity agreement will be in addition to any liability which the Partnership Entities or BP Holdco may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless each Partnership Entity, each of the directors and officers of the General Partner who signs the Registration Statement, and each person who controls the Partnership Entities within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Partnership Entities to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Partnership by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Partnership Entities acknowledge that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Units and, under the heading “Underwriting,” (ii) the list of Underwriters and their respective participation in the sale of the Units, (iii) the sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the Registration Statement, the Disclosure Package and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8 , notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantive rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such

counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a), (b), or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Partnership Entities and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “ Losses ”) to which the Partnership Entities and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Partnership Entities on the one hand and by the Underwriters on the other from the offering of the Units. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Partnership Entities and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Partnership Entities on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Partnership Entities shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by Partnership, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Partnership Entities on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Partnership Entities and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the

total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Units exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (d), 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 was not guilty of such fraudulent misrepresentation. For purposes of this Section 8 , each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Partnership within the meaning of either the Securities Act or the Exchange Act, each officer of the General Partner who shall have signed the Registration Statement and each director of the General Partner shall have the same rights to contribution as the Partnership Entities, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Units set forth opposite their names in Schedule I hereto bears to the aggregate amount of Units set forth opposite the names of all the remaining Underwriters) the Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided , however , that in the event that the aggregate amount of Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Units set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Units, and if such non-defaulting Underwriters do not purchase all the Units, this Agreement will terminate without liability to any non-defaulting Underwriter or the BP Parties. In the event of a default by any Underwriter as set forth in this Section 9 , the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Partnership and any non-defaulting Underwriter for damages occasioned by its default hereunder.

10. Termination . This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Partnership prior to delivery of and payment for the Units, if at any time prior to such delivery and payment (i) trading in the Partnership’s Common Units shall have been suspended by the SEC or the NYSE or trading in securities generally on the NYSE or the NASDAQ Stock Market shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (ii) a banking moratorium shall have been declared either by federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or

crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Registration Statement, the Disclosure Package or the Prospectus.

11. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the BP Parties or any of their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the BP Parties or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Units. The provisions of Section 7 and Section 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, facsimile number: +1 (646) 291-1469; or, if sent to the BP Parties, will be mailed, delivered or telefaxed to 501 Westlake Park Boulevard, Houston, Texas 77079, [ insert facsimile number ], Attention: Chief Legal Counsel.

13. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

14. Jurisdiction . Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

15. No Fiduciary Duty . Each of the BP Parties hereby acknowledges that (a) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction between the BP Parties, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the BP Parties and (c) the engagement of the Underwriters in connection with the offering and sale of the Units and the process leading up to the offering and sale of the Units is as independent contractors and not in any other capacity. Each of the BP Parties agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to any of the BP Parties, in connection with such transaction or the process leading thereto.

16. Integration . This Agreement supersedes all prior agreements and understandings (whether written or oral) between the BP Parties and the Underwriters, or any of them, with respect to the subject matter hereof.

17. Applicable Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

18. Waiver of Jury Trial . Each of the BP Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. Counterparts . This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

20. Headings . The section headings used herein are for convenience only and shall not affect the construction hereof.

[ Signature Page Follows ]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the BP Parties and the several Underwriters.


Very truly yours,

BP Pipelines (North America) Inc.

By:
		Name:
		Title:


BP Midstream Partners Holdings LLC

By:
		Name:
		Title:


BP Midstream Partners GP LLC

By:
		Name:
		Title:


BP Midstream Partners LP

By:		BP Midstream Partners GP LLC,
		its general partner
		By:
		Name:
		Title:

[ Signature Page to Underwriting Agreement ]

The foregoing Agreement is hereby

confirmed and accepted as of the date

first above written.


Citigroup Global Markets Inc.

By:
		Name:
		Title:


Goldman Sachs & Co. LLC

By:
		Name:
		Title:


Morgan Stanley & Co. LLC

By:
		Name:
		Title:

For themselves and the other several

Underwriters named in Schedule I

to the foregoing Agreement.

[ Signature Page to Underwriting Agreement ]

SCHEDULE I


Underwriters		Number of Firm Units to be Purchased
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC.
Morgan Stanley & Co. LLC
Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC.
UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC.
MUFG Securities Americas Inc.
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
SG Americas Securities, LLC.

Total

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SCHEDULE II

Schedule of Free Writing Prospectuses included in the Disclosure Package

[ list all Free Writing Prospectuses included in the Disclosure Package ]

II-1

SCHEDULE III

Orally Conveyed Pricing Information

1.	Public Offering Price

$[●]

2.	Number of Firm Units

[●]

3.	Number of Option Units

[●]

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SCHEDULE IV

Schedule of Written Testing-the-Waters Communication

[ list all Written Testing-the-Waters Communications ]

IV-1

SCHEDULE V

Parties to Lock-Up Agreements

BP Midstream Partners Holdings LLC

Rip Zinsmeister

Craig Coburn

Gerald Maret

Mark Frena

Hans Boas

Brian Smith

J. Doug Sparkman

Clive Christison

Walter Clements

[●]

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Form of Lock-Up Agreement		EXHIBIT A

[ letterhead of officer, director or major unitholder of

BP Midstream Partners LP ]

BP Midstream Partners LP

Public Offering of Common Units Representing Limited Partner Interests

[ insert date ] , 2017

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

As Representatives of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed underwriting agreement (the “ Underwriting Agreement ”), among BP Pipelines (North America) Inc., BP Midstream Partners Holdings LLC, BP Midstream Partners GP LLC (the “ General Partner ”), BP Midstream Partners LP (the “ Partnership ”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering (the “ Offering ”) of common units representing limited partner interests in the Partnership (the “ Common Units ”).

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units of the Partnership or any securities convertible into, or exercisable or exchangeable for such Common Units, or publicly announce an intention to effect any such transaction, for a period from the date hereof until 180 days after the date of the Underwriting Agreement (the “ Lock-Up Period ”).

The foregoing paragraph shall not apply to (i) Common Units disposed of as bona fide gifts approved by Citigroup Global Markets Inc. where each recipient of a gift of Common Units agrees in writing to be bound by the same restrictions in place for the undersigned pursuant

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to this letter for the duration that such restrictions remain in effect at the time of transfer; (ii) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “ Rule 10b5-1 Plan ”) under the Exchange Act; provided , however , that no sales of Common Units or securities convertible into, or exchangeable or exercisable for, Common Units, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); provided further , that the Partnership is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Securities Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (iii) Common Units purchased by the undersigned on the open market following the Offering; provided, however, that (A) no purchases of Common Units are required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (B) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

If the undersigned is an officer or director of the Partnership, Citigroup Global Markets Inc. agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Units, Citigroup Global Markets Inc. will notify the Partnership of the impending release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.


Yours very truly,

By:
		Name:
		Title:

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EXHIBIT B

FORM OF OPINION OF PARTNERSHIP’S COUNSEL

1. Good Standing and Qualification . Each of the BP Entities (other than BP Pipelines) (the “ Delaware BP Entities”) is validly existing and in good standing as a limited partnership or limited liability company, as the case may be, under the laws of its jurisdiction of organization, with the limited partnership or limited liability company power, as the case may be, to own or hold its properties and conduct its business as described the Registration Statement, the Disclosure Package and the Prospectus. Each of the General Partner and the Partnership Entities is duly qualified to transact business as a foreign limited partnership or foreign limited liability company, as the case may be, in each jurisdiction set forth opposite its name on an annex to such opinion.

2. Power and Authority of the General Partner of the Partnership . The General Partner has all requisite limited liability company power and authority to act as general partner of the Partnership in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

3. Ownership of General Partner . BP Holdco owns all of the issued and outstanding membership interests of the General Partner; such membership interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and BP Holdco owns such membership interests free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming BP Holdco as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

4. Ownership of the General Partner Interest in the Partnership . The General Partner is the sole general partner of the Partnership with a non-economic General Partner Interest in the Partnership; such General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such General Partner Interest free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

5. Ownership of the Incentive Distribution Rights . After giving effect to the Transactions, the General Partner owns 100% of the Incentive Distribution Rights; such Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are 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 the General Partner owns such Incentive Distribution Rights free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

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6. Ownership of the Sponsor Units. After giving effect to the Transactions, BP Holdco owns all of the Sponsor Units; the Sponsor Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are 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 BP Holdco owns such Sponsor Units free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming BP Holdco as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

7. Valid Issuance of the Units . The Units to be purchased by the Underwriters from the Partnership and the limited partner interests represented thereby have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Partnership pursuant to the Underwriting Agreement against payment of the consideration set forth therein, will be validly issued and 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).

8. Ownership of the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures .

(a) After giving effect to the Transactions, the Partnership owns (i) all of the issued and outstanding membership interests in BP2, Diamondback and River Rouge, (ii) a 28.5% membership interest in Mars, and (iii) a 20.0% membership interest in Mardi Gras; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, and are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act), and the Partnership owns such equity interests free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

(b) Mardi Gras owns (i) a 65.0% membership interest in Endymion, (ii) a 56.0% membership interest in Caesar, (iii) a 65.0% membership interest in Proteus, and (iv) a 53.0% membership interest in Cleopatra; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, and are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act), and Mardi Gras owns such equity interests free and clear of all Liens in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Mardi Gras as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.

9. Capitalization . After giving effect to the Transactions contemplated by the Underwriting Agreement, the issued and outstanding limited partner interests of the Partnership consist of [●] Common Units, [●] Subordinated Units and the Incentive Distribution Rights, which are the only limited partner interests of the Partnership issued and outstanding.

B-2

10. No Options, Preemptive Rights, Registration Rights or Other Rights . Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no (i) preemptive rights, rights of first refusal or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of any of the BP Entities; or (ii) outstanding options or warrants to purchase any securities of the Partnership, in each case pursuant to or under the Organizational Documents of any of the BP Entities or any other agreement or instrument filed as an exhibit to the Registration Statement. To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by the Underwriting Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership, except such rights as have been waived or satisfied.

11. Authority and Authorization . Each of the Delaware BP Entities has all requisite limited partnership or limited liability company power and authority to execute and deliver each of the Underwriting Agreement and the Transaction Documents to which such Delaware BP Entity is a party, as applicable, and to perform its respective obligations thereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in the Underwriting Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Prospectus, and (ii) the Sponsor Units and the Incentive Distribution Rights, in accordance with and upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All limited partnership or limited liability company action, as the case may be, required to be taken by the Delaware BP Entities or any of their unitholders or members for the authorization, issuance, sale and delivery of the Units, the Sponsor Units and the Incentive Distribution Rights, the execution and delivery by the Delaware BP Entities of the Transaction Documents to which they are a party and the consummation of the Transactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents has been validly taken.

12. Authorization of the Underwriting Agreement . The Underwriting Agreement has been duly authorized, executed and delivered by each of the Delaware BP Parties.

13. Enforceability of the Operative Agreements . The Operative Agreements have been duly authorized, executed and delivered by each of the Delaware BP Entities that are parties thereto, and the Operative Agreements, assuming the due authorization, execution and delivery by the other parties thereto, are valid and legally binding agreements of the Delaware BP Entities that are parties thereto, enforceable against such Delaware BP Entities that are parties thereto in accordance with their terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

14. Non-contravention . None of (A) the offering, issuance or sale by the Partnership of the Units, (B) the execution, delivery and performance of the Underwriting Agreement and the Transaction Documents by the BP Entities that are parties thereto, (C) the consummation of the

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Transactions or any other transactions contemplated by the Underwriting Agreement or the Transaction Documents by the BP Entities party thereto or (D) the application by the Partnership of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, (i) constitutes or will constitute a violation of the Organizational Documents of any of the Delaware BP Entities, (ii) constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or will result in the creation or imposition of any Lien upon any property or assets of any of the BP Entities under any agreement or other instrument filed as an exhibit to the Registration Statement, or (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, federal law or the contract law of the State of New York, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii) or (iii), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially impair the ability of any of the BP Entities to consummate the Transactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents; provided, however, that such counsel need express no opinion in this paragraph 15 with respect to federal or state securities laws and other anti-fraud laws.

15. No Consents . No permit, consent, approval, authorization, order, registration or qualification (“consent”) of or with any Delaware or federal court, governmental agency or body having jurisdiction over any of the BP Entities or their properties or assets, is required in connection with (i) the offering, issuance or sale by the Partnership of the Units, (ii) the execution, delivery and performance of the Underwriting Agreement and the Transaction Documents by the BP Entities party thereto, (iii) the consummation of the Transactions or any other transactions contemplated by the Underwriting Agreement or the Transaction Documents by the BP Entities party thereto or (iv) the application of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, other than (a) registration of the Units under the Securities Act or the Exchange Act (as to which such counsel need not express an opinion), (b) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters (as to which such counsel need not express an opinion), (c) under the by-laws and rules and regulations of FINRA (as to which such counsel need not express an opinion), (d) consents that have been obtained and (e) where the failure to obtain such consent would neither reasonably be expected to have a Material Adverse Effect nor materially impair the ability of the BP Entities to consummate the Transactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents.

16. Effectiveness of Registration Statement . The Registration Statement has been declared effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, was filed with the SEC pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings or examinations for that purpose have been instituted or threatened by the SEC.

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17. Description of Common Units . The descriptions of the Common Units included in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Prospectus Summary—The Offering,” “Cash Distribution Policy and Restrictions on Distributions—General,” “How We Make Distributions to Our Partners,” “Description of the Common Units,” and “Our Partnership Agreement,” insofar as such statements constitute descriptions or summaries of the terms of the Common Units, are accurate in all material respects.

18. Descriptions and Summaries . The statements in the Registration Statement, the Disclosure Package and the Prospectus under the headings “Cash Distribution Policy and Restrictions on Distributions,” “How We Make Distributions to Our Partners,” “Business,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “Our Partnership Agreement,” “Material U.S. Federal Income Tax Consequences,” and “Certain ERISA Considerations,” insofar as they purport to constitute summaries of certain provisions of documents, federal laws of the United States, the Delaware LP Act or the Delaware LLC Act, are accurate in all material respects.

19. Tax Matters . The opinion of Vinson & Elkins L.L.P. that is filed as Exhibit 8.1 to the Registration Statement is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them.

20. Investment Company Act . The Partnership is not now, nor immediately following the sale of the Units to be sold by the Partnership pursuant to the Underwriting Agreement and application of the net proceeds from such sale as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds” will be, an “investment company” as defined in the Investment Company Act of 1940, as amended.

21. Sufficiency of Contribution Agreement . The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey the applicable equity interests in the Operating Subsidiaries and Mars from BP Pipelines to the Partnership, as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances and limitations described therein.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or limited liability company, as the case may be, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP

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Entities, Mars or any of the Mardi Gras Joint Ventures may be subject; and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Business, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Delaware, naming such applicable BP Entity as debtor.

In addition, such counsel shall make statements to the following effect:

Such counsel has reviewed the Registration Statement, the Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP Entities, with representatives of the Partnership’s independent registered public accounting firms, and with your representatives and your counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Disclosure Package and the Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 and 19 above). Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that:

(a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder; and

(b) nothing came to such counsel’s attention that caused such counsel to believe that:

(A) the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

(B) the Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(C) the Prospectus, as of its date or as of the Closing Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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it being understood that in each case such counsel has not been asked to, and does not express any belief with respect to (i) the financial statements and schedules or other financial or accounting information contained or included therein or omitted therefrom or (ii) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement.

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Exhibit 10.6

FORM OF INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (this “ Agreement ”), made and executed as of _______________, by and between BP Midstream Partners LP, a Delaware limited partnership (the “ Partnership ”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), and ______________, an individual resident of the State of ______________ (the “ Indemnitee ”).

WITNESSETH :

WHEREAS, the Partnership is aware that, to induce and to retain highly competent persons to serve the General Partner as directors or officers or in other capacities, the Partnership must provide such persons with adequate protection through insurance and indemnification against significant risks of claims and actions against them arising out of their service to and activities on behalf of the Partnership and the General Partner;

WHEREAS, the Partnership recognizes the substantial increase in business litigation in general, subjecting directors and officers to significant litigation risks;

WHEREAS, the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of __________, 2017 (the “ Partnership Agreement ”), the General Partner’s Certificate of Formation, as amended (the “ GP Certificate ”), and the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of __________, 2017, as amended (the “ GP LLC Agreement ”) each contain indemnification provisions that entitle the members of the Board of Directors of the General Partner (the “ Board of Directors ”) and the officers of the General Partner to indemnification protection to the fullest extent permitted by applicable law; and

WHEREAS, it is reasonable, prudent and necessary for the Partnership to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law and to provide an express process and procedure for seeking indemnification so that they will continue to serve the Partnership and the General Partner free from undue concern.

AGREEMENT :

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the General Partner, the Partnership and the Indemnitee do hereby agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) “ Disinterested Director ” shall mean a director of the General Partner who is not or was not a party to the Proceeding in respect of which indemnification is being sought.

(b) “ Expenses ” shall include all reasonable attorneys’ fees, accountants’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in any Proceeding or establishing the Indemnitee’s right of entitlement to indemnification for any of the foregoing.

(c) “ Independent Counsel ” shall mean a law firm of at least 50 attorneys or a member of a law firm of at least 50 attorneys that is experienced in matters of partnership and limited liability company as well as corporate law and that neither is presently nor in the past five years has been retained to represent (i) the Partnership, the General Partner or the Indemnitee or any affiliate thereof in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing any of the Partnership, the General Partner or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.

(d) “ Proceeding ” shall mean any threatened, pending or completed action, suit, arbitration, investigation, inquiry, alternate dispute resolution mechanism, administrative or legislative hearing, or any other proceeding (including, without limitation, any securities laws action, suit, arbitration, investigation, inquiry, alternative dispute resolution mechanism, hearing or procedure) whether civil, criminal, administrative, arbitrative or investigative and whether or not based upon events occurring, or actions taken, before the date hereof; any appeal in or related to any such action, suit, arbitration, investigation, inquiry, alternate dispute resolution mechanism, hearing or proceeding; and any inquiry or investigation (including discovery), whether conducted by or in the right of the Partnership or the General Partner or any other person, that the Indemnitee in good faith believes could lead to any such action, suit, arbitration, investigation, inquiry, alternative dispute resolution mechanism, hearing or other proceeding or appeal thereof.

2. SERVICE BY THE INDEMNITEE. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the GP Certificate, the GP LLC Agreement, the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “ DRULPA ”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the foregoing, this Agreement may be terminated in accordance with Section 23 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ

of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

3. INDEMNIFICATION. The General Partner and the Partnership shall indemnify the Indemnitee and advance Expenses to the Indemnitee as provided in this Agreement to the fullest extent permitted by the Certificate of Limited Partnership of the Partnership, as amended (the “ Certificate ”), the Partnership Agreement in effect as of the date hereof and the DRULPA or other applicable law in effect on the date hereof and to any greater extent that the Certificate, the Partnership Agreement, the DRULPA or applicable law may in the future from time to time permit. Without diminishing the scope of the indemnification provided by this Section 3 , the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid hereunder to the Indemnitee:

(a) on account of conduct of the Indemnitee which is adjudged in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, to have been knowingly fraudulent or to constitute Bad Faith (as defined below) or, in the case of a criminal matter, to have been knowingly unlawful;

(b) in any circumstance where such indemnification is expressly prohibited by applicable law in effect as of the date of this Agreement or subsequently determined to be expressly prohibited by applicable law;

(c) with respect to liability for which payment is actually made to the Indemnitee from an Alternative Indemnification Source (as defined below), except in respect of any liability in excess of payment from such Alternative Indemnification Source; or

(d) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

4. ACTIONS OR PROCEEDINGS OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE PARTNERSHIP OR THE GENERAL PARTNER. The Indemnitee shall be entitled to the indemnification and advancement rights provided in this Agreement if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding, other than a Proceeding by or in the right of the Partnership or the General Partner, by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries, or is or was serving at the request of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries as a director, officer, employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in such

capacity. Pursuant to this Section 4 , the Indemnitee shall be indemnified against all judgments, penalties (including, but not limited to, excise and similar taxes) and fines against the Indemnitee, and all Expenses, liabilities and amounts paid in settlement which were actually and reasonably incurred by, or in the case of retainers, to be incurred by, the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding (including, but not limited to, the investigation, defense or appeal thereof).

5. ACTIONS BY OR IN THE RIGHT OF THE PARTNERSHIP OR THE GENERAL PARTNER. The Indemnitee shall be entitled to the indemnification and advancement rights provided in this Agreement if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the right of the Partnership or the General Partner to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries, or is or was serving at the request of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 5 , the Indemnitee shall be indemnified as follows:

(a) In any Proceeding subject to this Section 5 that is brought directly by the Partnership or General Partner, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by, or in the case of retainers, to be incurred by, him/her in connection with such Proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, however , that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Partnership or the General Partner in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

(b) In any Proceeding subject to this Section 5 that is brought on behalf of the Partnership or General Partner (including, without limitation, (i) a derivative Proceeding filed or threatened by an equity-holder of the Partnership or the General Partner or (ii) a Proceeding filed or threatened by a bankruptcy trustee), the Indemnitee shall be indemnified to the maximum extent permitted by law against all judgments, penalties (including, but not limited to, excise and similar taxes) and fines against the Indemnitee, and all Expenses, liabilities and amounts paid in settlement which were actually and reasonably incurred by, or in the case of retainers, to be incurred by, the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding (including, but not limited to, the investigation, defense or appeal thereof).

6. BAD FAITH DEFINITION. For purposes of this Agreement, “ Bad Faith ” shall mean, with respect to any determination, action or omission, that the Indemnitee reached such

determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was opposed to the interests of the Partnership. The Indemnitee shall not be deemed to have acted in Bad Faith or, with respect to any criminal Proceeding, with reasonable cause to believe the Indemnitee’s conduct was unlawful, if such action was based on any of the following: (a) the records or books of the account of the Partnership or other enterprise, including financial statements; (b) information supplied to the Indemnitee by the officers of the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries or any entity at which the Indemnitee is or was serving as a director, officer, employee, agent or fiduciary at the request of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries (each such entity, a “ Subject Enterprise ”) in the course of his/her duties; (c) the advice of legal counsel or a financial advisor for the Partnership, the General Partner or Subject Enterprise; or (d) information or records given in reports made to the Partnership, the General Partner or Subject Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Partnership, the General Partner or other enterprise. The provisions of this Section 6 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

7. INDEMNIFICATION FOR EXPENSES OF WITNESS. Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee is, by reason of his or her status as a director or officer of the General Partner or by reason of his or her service on behalf of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries, a witness or other similar participant in any Proceeding, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection therewith, which Expenses shall be paid by the Partnership within seven days of receipt by the Partnership of a statement from the Indemnitee requesting such payment and detailing such Expenses.

8. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Partnership for some or a portion of the judgments, penalties and fines and Expenses and amounts paid in settlement actually and reasonably incurred by, or in the case of retainers to be incurred by, the Indemnitee in connection with the investigation, defense, appeal or settlement of such Proceeding described in Section 4 and Section 5 hereof, but is not entitled to indemnification for the total amount thereof, the Partnership shall nevertheless indemnify the Indemnitee for the portion of such judgments, penalties and fines and Expenses and amounts paid in settlement actually and reasonably incurred by, or in the case of retainers, to be incurred by, the Indemnitee for which the Indemnitee is entitled to be indemnified. For purposes of this Section 8 and without limitation, the termination of any claim, issue or matter in such a Proceeding described herein (a) by dismissal, summary judgment, judgment on the pleading or final judgment, with or without prejudice, or (b) by agreement without payment or assumption or admission of liability by the Indemnitee, shall be deemed to be a successful determination or result as to such claim, issue or matter.

9. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Partnership a written request, including documentation and information which is reasonably available to the Indemnitee and is reasonably necessary to determine whether the Indemnitee is entitled to indemnification. The Secretary of the General Partner shall, promptly upon receipt of a request for indemnification, advise the Board of Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership.

(b) Upon written request by the Indemnitee for indemnification pursuant to Section 4 and Section 5 hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination: (i) if requested by the Indemnitee, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (ii) if not so requested, (A) by the Board of Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. The Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Partnership’s 2017 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 15 days after such determination.

(c) The Indemnitee shall be entitled to indemnification hereunder without a separate determination by or on behalf of the Partnership pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee, or which is terminated by withdrawal or dismissal, with or without prejudice; or (ii) which was terminated by any other means, but in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s conduct with respect thereto, the Indemnitee is fairly and reasonably entitled to indemnification for such judgments, penalties, fines, amounts paid in settlement and Expenses as such court or arbitrator shall deem proper; provided, however , such decision shall have been rendered in or with respect to the Proceeding for which the Indemnitee seeks indemnification under this Agreement.

10. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification, the Indemnitee shall be presumed to be entitled to full indemnification hereunder, and the Partnership shall have the burden of proof in the making of any determination contrary to such presumption. Neither the failure of the Board of Directors (or such other person or persons empowered to make the determination of whether the Indemnitee is entitled to indemnification) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor any determination thereby that the Indemnitee has not met such applicable standard of conduct, shall be a defense or admissible as evidence in any Proceeding for any purpose or create a presumption that the Indemnitee has acted in Bad Faith or failed to meet any other applicable standard of conduct.

(b) If the Board of Directors or the Independent Counsel, as applicable, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Partnership of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification, a prohibition of indemnification under applicable law in effect as of the date of this Agreement, or a subsequent determination that such indemnification is prohibited by applicable law. The termination of any Proceeding described in Section 4 or Section 5 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (i) create a presumption that the Indemnitee acted in bad faith or in a manner which he/she reasonably believed to be opposed to the best interests of the Partnership, or, with respect to any criminal Proceeding, that the Indemnitee has reasonable cause to believe that the Indemnitee’s conduct was unlawful; or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification, except as may be provided herein.

11. ADVANCEMENT OF EXPENSES. Subject to applicable law, all reasonable Expenses actually incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with any Proceeding shall be paid by the General Partner and the Partnership in advance of the final disposition of such Proceeding, if so requested by the Indemnitee, within seven days after the receipt by the Partnership of a statement or statements from the Indemnitee requesting such advance or advances. The Indemnitee may submit such statements from time to time. The Indemnitee’s entitlement to such Expenses shall include those incurred, or in the case of retainers, to be incurred, in connection with any Proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection therewith. The Indemnitee hereby expressly undertakes to repay such amounts advanced, but only if, and then only to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or arbitration decision that the Indemnitee is

not entitled to be indemnified against such Expenses. All amounts advanced to the Indemnitee by the Partnership pursuant to this Section 11 shall be without interest. The General Partner and the Partnership shall make all advances pursuant to this Section 11 without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement and without regard to the Indemnitee’s financial ability to make repayment.

12. REMEDIES OF THE INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR FAILURE TO ADVANCE EXPENSES. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if the payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 9 and Section 10 hereof, or if Expenses are not advanced pursuant to Section 11 hereof, the Indemnitee shall be entitled to seek a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of the Indemnitee’s entitlement to such indemnification or advance. Alternatively, the Indemnitee may, at the Indemnitee’s option, seek an award in arbitration to be conducted by a single arbitrator chosen by the Indemnitee and approved by the Board of Directors, which approval shall not be unreasonably withheld or delayed. If the Indemnitee and the Board of Directors do not agree upon an arbitrator within 30 days following notice to the Partnership by the Indemnitee that it seeks an award in arbitration, the arbitrator will be chosen pursuant to the rules of the American Arbitration Association (the “ AAA ”). The arbitration will be conducted pursuant to the rules of the AAA, and an award shall be made within 60 days following the filing of the demand for arbitration. The arbitration shall be held in Houston, Texas. The Partnership shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo, and the Indemnitee shall not be prejudiced by reason of a determination (if so made) that the Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 9 or Section 10 hereof that the Indemnitee is entitled to indemnification, the Partnership shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Partnership further agrees to stipulate in any such court or before any such arbitrator that the Partnership is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Partnership shall pay all reasonable Expenses actually incurred by, or in the case of retainers to be incurred by, the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

13. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the General Partner or the Partnership under this Agreement, notify the Partnership in writing of the commencement thereof. The omission or delay by the Indemnitee to so notify the Partnership will not relieve the Partnership from any liability that it may have to the Indemnitee under this Agreement or otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such failure or delay. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Partnership of the commencement thereof:

(a) The Partnership will be entitled to participate therein at its own expense.

(b) Except as otherwise provided in this Section 13(b) , to the extent that it may wish, the Partnership, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from the Partnership to the Indemnitee of its election to so assume the defense thereof, the Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and Expenses of such counsel incurred after such notice from the Partnership of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Partnership; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Partnership and the Indemnitee in the conduct of the defense of such Proceeding, and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) the Partnership shall not in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the fees and Expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be entitled to assume the defense of any Proceeding brought directly by the Partnership or General Partner or as to which the Indemnitee shall have reached the conclusion provided for in clause (ii) above.

(c) The General Partner and the Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding without their prior written consent, which consent shall not be unreasonably withheld. The Partnership shall not be required to obtain the consent of the Indemnitee to settle any Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability. The Partnership shall have no obligation to indemnify the Indemnitee under this Agreement with regard to any judicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby.

(d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13 , the General Partner or the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

14. OTHER RIGHTS TO INDEMNIFICATION. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under

any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of BP p.l.c. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “ Alternative Indemnification Source ”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16 . Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

15. NO IMPUTATION. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Partnership or the General Partner or the Partnership or the General Partner itself shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

16. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Partnership or the General Partner, except for (i) any claim or Proceeding in respect of this Agreement or the Indemnitee’s rights under this Agreement, (ii) any claim or Proceeding to establish or enforce a right to indemnification under (A) any statute or law, (B) any other agreement with the Company and the Partnership or (C) the GP LLC Agreement or the Partnership Agreement as now or hereafter in effect and (iii) any counter-claim or cross-claim brought or made by the Indemnitee against the Company or the Partnership in any Proceeding brought by or in the right of the Company or the Partnership against him or her; or (b) any other person or entity, except for Proceedings or claims approved by the General Partner.

17. DIRECTOR AND OFFICER LIABILITY INSURANCE. The Partnership shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Partnership is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Partnership and the General Partner with coverage for losses from wrongful acts and omissions and to ensure the Partnership’s performance of some or all of its indemnification

obligations under this Agreement. Such coverage may be obtained in conjunction with or as part of a policy obtained by BP p.l.c. or any of its affiliates, or any stand-alone policy obtained by the Partnership or any of its affiliates, or any combination thereof, provided that the Partnership determines in good faith that the Indemnitee is covered by such insurance. Notwithstanding the foregoing, the Partnership shall have no obligation to obtain or maintain such insurance if the Partnership determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner. However, the Partnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. To the extent that the Partnership or the General Partner maintains an insurance policy or policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the General Partner’s directors, if the Indemnitee is a director; or of the General Partner’s officers, if the Indemnitee is not a director of the General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Partnership.

18. INTENT. This Agreement is intended to be broader than any statutory indemnification rights applicable in the State of Delaware and shall be in addition to and supplemental to any other rights the Indemnitee may have under the Certificate, the Partnership Agreement, the GP Certificate, the GP LLC Agreement, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Certificate, the Partnership Agreement, the GP Certificate, the GP LLC Agreement, applicable law or this Agreement, it is the intent of the parties that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. To the extent there is any conflict between this Agreement and any of the Partnership Agreement, the GP LLC Agreement or any other Alternative Indemnification Source with respect to any right or obligation of any party hereto, the terms most favorable to the Indemnitee shall control. The General Partner, the Partnership and the Indemnitee acknowledge and agree that it is their intention that this Agreement be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, THE PARTNERSHIP AND THE INDEMNITEE EACH HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE INDEMNIFICATION PROVIDED UNDER THIS AGREEMENT SHALL EXTEND TO AND INCLUDE, BUT SHALL NOT BE LIMITED TO, INDEMNIFICATION FOR EXPENSES, JUDGMENTS, PENALTIES, FINES AND AMOUNTS PAID IN SETTLEMENT ARISING, IN WHOLE OR IN PART, OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE INDEMNITEE AND (B) THIS SECTION 18 CONSTITUTES A CONSPICUOUS NOTICE OF SUCH AGREEMENT FOR ALL PURPOSES.

19. ATTORNEY’S FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT. In the event that the Indemnitee is subject to or intervenes in any Proceeding in which the validity

or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if he/she prevails in whole or in part in such action, shall be entitled to recover from the Partnership and shall be indemnified by the Partnership against any actual expenses for attorneys’ fees and disbursements reasonably incurred by the Indemnitee.

20. SUBROGATION. In the event of payment under this Agreement, the Partnership shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Partnership effectively to bring suit to enforce such rights.

21. EFFECTIVE DATE. The provisions of this Agreement shall cover claims or Proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. The Partnership shall be liable under this Agreement, pursuant to Section 4 and Section 5 hereof, for all acts of the Indemnitee while serving as a director and/or officer of the General Partner, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Partnership or the General Partner.

22. GROSS-UP FOR TAXES. In the event any payment of indemnity to the Indemnitee under this Agreement shall be deemed to be income for federal, state or local income, excise or other tax purposes, then the Partnership shall pay to the Indemnitee, in addition to any amount for indemnification provided for herein, an amount equal to the amount of taxes for which the Indemnitee shall become liable (with offset for any deductions which the Indemnitee may have that are related to the indemnification amount but without offset for any other deductions which the Indemnitee may have that are not related to the indemnification amount), promptly upon receipt from the Indemnitee of a request for reimbursement of such taxes together with a copy of the Indemnitee’s tax return, which shall be maintained in strictest confidence by the Partnership. Any such tax gross-up payment shall be paid to the Indemnitee within 60 days following receipt by the Partnership of the Indemnitee’s request and tax return, which shall be received by the Partnership no later than the end of the calendar year next following the calendar year in which the Indemnitee remits the related taxes; provided, however , that in the event the Indemnitee is audited by the Internal Revenue Service, the deadline for receipt by the Partnership of the Indemnitee’s request and tax return shall be extended to the end of three calendar years (plus the time length of any audit extensions requested by the Internal Revenue Service) next following the calendar year in which the Indemnitee remits the related taxes.

23. DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten years after the Indemnitee has ceased to occupy any of the positions or have any relationships described in Section 4 and Section 5 of this Agreement; (b) the final termination of all Proceedings to which the Indemnitee may be subject by reason of the fact that he/she is or was a director, officer, employee, agent or fiduciary of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries, or is or was serving at the request of the Partnership or the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries as a director, officer, employee, agent or fiduciary of any other entity, including, but not limited to, another limited partnership, corporation, partnership, limited liability

company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by the Indemnitee in any such capacity; or (c) the expiration of all statutes of limitation applicable to possible Proceedings to which the Indemnitee may be subject arising out of the Indemnitee’s positions or relationships described in Section 4 and Section 5 of this Agreement. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he/she may have ceased to be a director or officer of the General Partner or any of the Partnership’s or the General Partner’s direct or indirect wholly owned or partially owned subsidiaries. This Agreement shall be binding upon the Partnership and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Partnership’s assets or business or into which the Partnership may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his/her spouse, successors, assigns, heirs, devisees, executors, administrators or other legal representations. The Partnership shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Partnership, by written agreement in form and substance reasonably satisfactory to the Partnership, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Partnership would be required to perform if no such succession or assignment had taken place.

24. DISCLOSURE OF PAYMENTS. Except as required by any federal securities laws or other federal or state law, neither party hereto shall disclose any payments under this Agreement unless prior approval of the other party is obtained.

25. SPECIFIC PERFORMANCE. The General Partner and the Partnership acknowledge that the Indemnitee may, as a result of the General Partner’s or Partnership’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage which cannot be reasonably or adequately compensated by damages at law. Consequently, the General Partner and the Partnership agree that the Indemnitee shall be entitled, in the event of the General Partner’s or Partnership’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance or temporary, preliminary or permanent injunctions enforcing any of the Indemnitee’s rights, requiring performance by the General Partner or the Partnership, or enjoining any breach by the General Partner or the Partnership, all without proof of any actual damages that have been or may be caused to the Indemnitee by such breach or threatened breach and without the posting of bond or other security in connection therewith. The General Partner and the Partnership waive all claims or defenses that the Indemnitee has an adequate remedy at law, and neither the General Partner nor the Partnership shall allege or otherwise assert the legal position that any such remedy at law exists. The General Partner and the Partnership agree and acknowledge that: (i) the terms of this Section 25 are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement and will continue to rely on this waiver in its future dealings with the General Partner and the Partnership. The General Partner and the Partnership each represents and warrants that is has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 25 following consultation with such legal counsel

26. CONTRIBUTION. To the fullest extent permissible under applicable law and without prejudice to the express limitations on indemnification set forth in subsections (a) and (c) of the second sentence of Section 3 in this Agreement, if the indemnification to which Indemnitee is entitled to under this Agreement is unavailable to the Indemnitee for any reason whatsoever, the Partnership, in lieu of indemnifying the Indemnitee, shall contribute to the amount incurred by the Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement, and/or for Expenses, in connection with any claim relating to a Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Partnership and the Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (b) the relative fault of the Partnership (and the directors, officers, employees, and agents of the General Partner) and the Indemnitee in connection with such event(s) and/or transaction(s). If such contribution constitutes deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder (“ Section 409A ”), as determined by the Partnership, such contribution shall be paid to the Indemnitee (or the Indemnitee’s estate in the event of death) upon the earlier of (i) the Indemnitee’s “separation from service” (as defined by the Partnership in accordance with Section 409A); (ii) the Indemnitee’s death; (iii) the Indemnitee’s becoming “disabled” (as defined in Section 409A); (iv) the occurrence of an “unforeseeable emergency” (as defined in Section 409A); or (v) a change in the ownership or effective control of the Partnership or in the ownership of a substantial portion of the assets of the Partnership (as defined in Section 409A).

27. IRC SECTION 409A. This Agreement is intended to comply with Section 409A (as defined in Section 24 of this Agreement) and any ambiguous provisions will be construed in a manner that is compliant with the application of Section 409A. If (a) the Indemnitee is a “specified employee” (as such term is defined by the Partnership in accordance with Section 409A) and (b) any payment payable upon “separation from service” (as such term is defined by the Partnership in accordance with Section 409A) under this Agreement is subject to Section 409A and is required to be delayed under Section 409A because the Indemnitee is a specified employee, that payment shall be payable on the earlier of (i) the first business day that is six months after the Indemnitee’s “separation from service”; (ii) the date of the Indemnitee’s death; or (iii) the date that otherwise complies with the requirements of Section 409A. This Section 27 shall be applied by accumulating all payments that otherwise would have been paid within six months of the Indemnitee’s separation from service and paying such accumulated amounts on the earliest business day which complies with the requirements of Section 409A. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment, and the Indemnitee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

28. SEVERABILITY. If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any Sections of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

29. COUNTERPARTS. This Agreement may be executed by one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the existence of this Agreement.

30. CAPTIONS. The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

31. ENTIRE AGREEMENT, MODIFICATION AND WAIVER. This Agreement, along with any employment agreement addressing the subject matter hereof and the Certificate, the Partnership Agreement, the GP Certificate and the GP LLC Agreement, interpreted as described in Section 18 hereof, constitutes the entire agreement and understanding of the parties hereto regarding the subject matter hereof, and no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. No supplement, modification or amendment to this Agreement shall limit or restrict any right of the Indemnitee under this Agreement in respect of any act or omission of the Indemnitee prior to the effective date of such supplement, modification or amendment unless expressly provided therein.

32. NOTICES. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail, return receipt requested with postage prepaid, on the date shown on the return receipt or (c) delivered by facsimile transmission on the date shown on the facsimile machine report:

(a) If to the Indemnitee to:

Facsimile: ___________________

(b) If to the Partnership, to:

BP Midstream Partners GP LLC,

general partner of BP Midstream Partners LP

501 Westlake Park Boulevard

Houston, TX 77079

Facsimile: [●]

Attn: Board of Directors

or to such other address as may be furnished to the Indemnitee by the Partnership or to the Partnership by the Indemnitee, as the case may be.

33. GOVERNING LAW. The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applied without giving effect to any conflicts of law principles.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


THE PARTNERSHIP:

BP MIDSTREAM PARTNERS LP

By:		BP MIDSTREAM PARTNERS GP LLC, its general partner

By:
Name::
Title:

THE GENERAL PARTNER:

BP MIDSTREAM PARTNERS GP LLC

By:
Name::
Title:

INDEMNITEE:
Name::

Signature Page

ANNEX A

Participating Directors and Executive Officers

[●]

Annex A - 1

Exhibit 10.7

FORM OF MARDI GRAS TRANSPORTATION SYSTEM COMPANY LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated Effective as of , 2017

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION			2

Section 1.1	Definitions		2
Section 1.2	Construction		12

ARTICLE II BUSINESS PURPOSE AND TERM OF THE COMPANY			12

Section 2.1	Formation		12
Section 2.2	Name		12
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices		12
Section 2.4	Purpose and Business		13
Section 2.5	Powers		13
Section 2.6	Term		13

ARTICLE III MEMBERS			13

Section 3.1	Members; Percentage Interests		13
Section 3.2	Adjustments in Percentage Interests		13
Section 3.3	Limitation of Liability		13

ARTICLE IV CAPITAL CONTRIBUTIONS			14

Section 4.1	Capitalization of the Company		14
Section 4.2	Additional Capital Contributions		14
Section 4.3	Withdrawal of Capital; Interest		14
Section 4.4	Capital Contribution Events		14
Section 4.5	Failure to Contribute		14

ARTICLE V ALLOCATIONS AND OTHER TAX MATTERS			15

Section 5.1	Profits		15
Section 5.2	Losses		16
Section 5.3	Special Allocations		16
Section 5.4	Curative Allocations		18
Section 5.5	Other Allocation Rules		18
Section 5.6	Tax Allocations: Code Section 704(c)		18
Section 5.7	Tax Elections		19
Section 5.8	Tax Returns		19
Section 5.9	Tax Matters Member		20
Section 5.10	Designation of Partnership Representative		20
Section 5.11	Duties of Tax Matters Member		21
Section 5.12	Survival of Provisions		22

ARTICLE VI DISTRIBUTIONS			22

Section 6.1	Distributions of Distributable Cash		22
Section 6.2	Liquidating Distributions		23
Section 6.3	Distribution in Kind		23


ARTICLE VII BOOKS AND RECORDS		23

Section 7.1	Books and Records; Examination	23
Section 7.2	Reports	23

ARTICLE VIII MANAGEMENT AND VOTING		23

Section 8.1	Management	23
Section 8.2	Matters Constituting Unanimous Approval Matters	24
Section 8.3	Meetings and Voting	25
Section 8.4	Reliance by Third Parties	26

ARTICLE IX TRANSFER OF COMPANY INTERESTS		26

Section 9.1	Restrictions on Transfers	26
Section 9.2	Conditions for Admission	26
Section 9.3	Allocations and Distributions	26
Section 9.4	Restriction on Resignation or Withdrawal	27

ARTICLE X LIABILITY, EXCULPATION AND INDEMNIFICATION		27

Section 10.1	Liability for Company Obligations	27
Section 10.2	Disclaimer of Duties and Exculpation	27
Section 10.3	Indemnification	28

ARTICLE XI CONFLICTS OF INTEREST		29

Section 11.1	Outside Activities	29

ARTICLE XII DISSOLUTION AND TERMINATION		30

Section 12.1	Dissolution	30
Section 12.2	Winding Up of Company	30
Section 12.3	Compliance with Certain Requirements of Regulations; Deficit Capital Accounts	31
Section 12.4	Deemed Distribution and Recontribution	31
Section 12.5	Distribution of Property	31
Section 12.6	Termination of Company	31

ARTICLE XIII MISCELLANEOUS		32

Section 13.1	Notices	32
Section 13.2	Integration	32
Section 13.3	Assignment	32
Section 13.4	Parties in Interest	32
Section 13.5	Counterparts	32
Section 13.6	Amendment; Waiver	32
Section 13.7	Severability	32
Section 13.8	Governing Law	33
Section 13.9	No Bill for Accounting	33
Section 13.10	Waiver of Partition	33
Section 13.11	Third Parties	33

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

MARDI GRAS TRANSPORTATION SYSTEM COMPANY LLC

This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the “ Company ”), dated effective as of , 2017 (the “ Effective Date ”), is entered into by and between The Standard Oil Company, an Ohio corporation (“ Standard Oil ”), BP Pipelines (North America) Inc., a Maine corporation (“ BP Pipelines ”), and BP Midstream Partners LP, a Delaware limited partnership (“ BPMP ”). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a “ Member ” and collectively, as “ Members ” of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

RECITALS:

WHEREAS , Standard Oil previously formed the Company as a limited liability company under the Delaware Limited Liability Company Act by filing (i) a Certificate of Conversion with the Secretary of State of the State of Delaware effective as of May 1, 2017, to convert the Company’s predecessor, Mardi Gras Transportation System Inc., from a Delaware corporation to a Delaware limited liability company, and (ii) a Certificate of Formation with the Secretary of State of the State of Delaware effective as of May 1, 2017.

WHEREAS , the Company was previously governed by that certain Limited Liability Company Agreement dated as of May 1, 2017 (the “ Original LLC Agreement ”).

WHEREAS, pursuant to that certain Assignment and Assumption Agreement dated as of May 1, 2017, Standard Oil assigned and conveyed a 99.0% limited liability company interest in the Company to BP Pipelines, and Standard Oil and BP Pipelines amended and restated the Original LLC Agreement in its entirety be executing that certain Amended and Restated Limited Liability Agreement dated as of May 1, 2017 (the “ Existing LLC Agreement ”);

WHEREAS , pursuant to that certain Contribution, Assignment and Assumption Agreement dated on or about the date hereof, BP Pipelines contributed a 20.0% limited liability company interest in the Company to BPMP (the “ Managing Member ”) and the Managing Member was admitted as the managing member of the Company.

WHEREAS , the Members now desire to amend and restate the Existing LLC Agreement in its entirety by executing this Second Amended and Restated Limited Liability Company Agreement.

NOW THEREFORE , in consideration of the covenants, conditions and agreements contained herein, the Members hereby enter into this Agreement:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions . The following terms have the following meanings when used in this Agreement.

“ Adjusted Capital Account ” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Member is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Adjusted Capital Account as of the end of the relevant Allocation Year.

“ 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, BPMP shall, for the purposes of this Agreement, be treated as an Affiliate of the Company and each of the Members.

“ Agreement ” means this Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC, as it may be amended, supplemented or restated from time to time.

“ Allocation Year ” means (a) each calendar year ending on December 31st or (b) any portion thereof for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article V .

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“ BP Pipelines ” is defined in the introductory paragraph.

“ BPMP ” is defined in the introductory paragraph.

“ BPMP Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of BPMP, substantially in the form attached as an exhibit to BPMP’s registration statement on Form S-1 (file no. 333-220407), that will be entered into in connection with BPMP’s initial public offering, as it may be amended, modified, supplemented or restated from time to time, or any successor agreement.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

“ Caesar ” means Caesar Oil Pipeline Company, LLC, a Delaware limited liability company in which the Company owns a 56.0% membership interest as of the date of this Agreement.

“ Call Notice ” is defined in Section 4.4(a) .

“ Capital Account ” means, with respect to any Member, the Capital Account established and maintained for such Member in accordance with the following provisions:

(i) To each Member’s Capital Account there shall be credited (A) such Member’s Capital Contributions, (B) such Member’s distributive share of Profits and any items in the nature of income or gain that are specially allocated to such Member pursuant to Section 5.3 or Section 5.4 and (C) the amount of any Liabilities of the Company assumed by such Member or that are secured by any Property distributed to such Member;

(ii) To each Member’s Capital Account there shall be debited (A) the amount of cash and the Gross Asset Value of any Property distributed to such Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Losses and any items in the nature of deduction, expense or loss which are specially allocated to such Member pursuant to Section 5.3 or Section 5.4 and (C) the amount of any Liabilities of such Member assumed by the Company or that are secured by any Property contributed by such Member to the Company;

(iii) In the event a Company Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest; and

(iv) In determining the amount of any Liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Tax Matters Member shall determine in good faith and on a commercially reasonable basis that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Tax Matters Member may amend this Agreement without the consent of any other Member notwithstanding any other provision of this Agreement (including Section 13.6 ) to make such modification; provided that the Tax Matters Member shall promptly give each other Member written notice of such modification. The Tax Matters Member also shall, in good faith and on a commercially reasonable basis, (A) make any adjustments to the Capital Accounts that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (B) make any appropriate modifications to the Capital Accounts in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

“ Capital Contributions ” means, with respect to any Member, (i) the amount of cash, cash equivalents or the initial Gross Asset Value of any Property (other than cash) contributed or deemed contributed to the Company by such Member or (ii) current distributions that a Member is entitled to receive but otherwise waives.

“ Capital Lease ” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as a capital lease on a consolidated balance sheet of the Company and its subsidiaries in accordance with GAAP.

“ Certificate of Formation ” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1 , as such Certificate of Formation may be amended, supplemented or restated from time to time.

“ Cleopatra ” means Cleopatra Gas Gathering Company, LLC, a Delaware limited liability company in which the Company owns a 53.0% membership interest as of the date of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“ Company ” is defined in the introductory paragraph.

“ Company Interest ” means any equity interest, including any class or series of equity interest, in the Company, which shall include any Member Interests.

“ Default Interest Amount ” is defined in Section 4.5(c) .

“ Default Interest Rate ” means the lesser of (a) three month LIBOR plus three percent (3%) per annum and (b) the maximum rate of interest permitted by Applicable Law.

“ Delaware Act ” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Delinquent Member ” is defined in Section 4.5(a) .

“ Depreciation ” means, for each Allocation Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Allocation Year for federal income tax purposes, except that (i) if the Gross Asset Value of an asset differs from its adjusted tax basis for federal income tax purposes at the beginning of such Allocation Year and such difference is being eliminated by use of the “remedial allocation method” as defined in Regulations Section 1.704-3(d), Depreciation for such Allocation Year shall equal the amount of book basis recovered for such period under the rules prescribed in Regulations Section 1.704-3(d) and (ii) with respect to any other asset whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis; provided , however , that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“ Distributable Cash ” means, with respect to any Quarter: (i) the sum of all cash and cash equivalents of the Company and its Subsidiaries on hand at the end of such Quarter; less (ii) the amount of any cash reserves established by the unanimous approval of all of the Members to (A) provide for the proper conduct of the business of the Company and its Subsidiaries (including reserves for future capital or operating expenditures and for anticipated future credit needs of the Company and its Subsidiaries) subsequent to such Quarter; and (B) comply with Applicable Law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company or any of its Subsidiaries is a party or by which any of them is bound or any of their respective assets are subject; provided , however , that cash received or cash reserves established, increased or reduced after the end of such Quarter but on or before the date on which cash or cash equivalents will be distributed with respect to such Quarter shall be deemed to have been made, received, established, increased or reduced, for purposes of determining Distributable Cash, within such Quarter if the Managing Member so determines.

“ Effective Date ” is defined in the introductory paragraph.

“ Endymion ” means Endymion Oil Pipeline Company, LLC, a Delaware limited liability company in which the Company owns a 65.0% membership interest as of the date of this Agreement.

“ Existing LLC Agreement ” is defined in the Recitals.

“ Fiscal Year ” means a calendar year ending December 31.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any Property contributed by a Member to the Company shall be the gross fair market value of such asset as agreed to by each Member or, in the absence of any such agreement, as determined by the Managing Member;

(ii) The Gross Asset Values of all items of Property shall be adjusted to equal their respective fair market values as determined by the Managing Member as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution, (B) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest in the Company, (C) the issuance of additional Company Interests as consideration for the provision of services, (D) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) (other than pursuant to Section 708(b)(1)(B) of the Code), (E) the issuance of a Noncompensatory Option, or (F) any other event to the extent determined by the Members to be necessary to properly reflect the Gross Asset Values in accordance with the standards set forth in Regulations Section 1.704-1(b)(2)(iv)(q); provided , however , that in the event of the issuance of an interest in the Company pursuant to the exercise of a Noncompensatory Option where the right to share in Company capital represented by the Company interest differs from the consideration paid to acquire and exercise the Noncompensatory Option, the Gross Asset Value of each Property immediately after the issuance of the Company interest shall be adjusted upward or downward to reflect any unrealized gain or unrealized loss attributable to the Property and the Capital Accounts of the Members shall be adjusted in a manner consistent with Regulations Section 1.704-1(b)(2)(iv)(s); and provided further , however, if any Noncompensatory Options are outstanding upon the occurrence of an event described in this paragraph (ii)(A) through (ii)(F), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(h)(2);

(iii) The Gross Asset Value of any item of Property distributed to any Member shall be adjusted to equal the fair market value of such item on the date of distribution as determined by the Managing Member; and

(iv) The Gross Asset Value of each item of Property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of Profits and Losses; provided , however , that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), subparagraph (ii) or subparagraph (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“ Guarantees ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person or in any manner providing for the payment of any Indebtedness or other obligation of any other Person or otherwise protecting the holder of such Indebtedness or other obligations against loss (whether arising by virtue of organizational agreements, by obtaining letters of credit, by agreement to keep-well, to take-or-pay or to purchase assets, goods, securities or services, or otherwise); provided that the term “ Guarantee ” shall not include endorsements for collection or deposit in the ordinary course of business.

“ Indebtedness ” of any Person means, without duplication, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable, trade advertising and accrued obligations), (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all Guarantees by such Person of Indebtedness of others, (viii) all Capital Lease obligations of such Person, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest rate hedging arrangements and (x) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the Liability of such Person in respect thereof.

“ Indemnitee ” means (i) any Member, (ii) any Person who is or was an Affiliate of a Member, (iii) any Person who is or was a member, partner, director, officer, fiduciary or trustee of a Member or any Subsidiary of a Member, (iv) any Person who is or was serving at the request of a Member as a member, partner, director, officer, fiduciary or trustee of another

Person, in each case, acting in such capacity; provided , that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services and (v) any Person the Managing Member designates as an “Indemnitee” for purposes of this Agreement.

“ Intermediate Person ” has the meaning set forth in the definition of Subsidiary.

“ IPO Date ” means , 2017.

“ Liability ” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.

“ LIBOR ” has the meaning set forth in the Short Term Credit Facility Agreement, dated as of , 2017, by and between BPMP, as the borrower, and North American Funding Company, as the lender.

“ Make-Up Contribution ” is defined in Section 4.5(c) .

“ Managing Member ” is defined in the Recitals, provided that such term shall also include such entity’s successors and permitted assigns that are admitted to the Company as managing member and any additional managing member of the Company, each in its capacity as managing member of the Company.

“ Mardi Gras Joint Ventures ” means collectively Caesar, Cleopatra, Endymion and Proteus.

“ Member ” is defined in the introductory paragraph, provided that such term shall also include such entity’s successors and permitted assigns that are admitted as a member of the Company and each additional Person who becomes a member of the Company pursuant to the terms of this Agreement, in each case, in such Person’s capacity as a member of the Company.

“ Member Interest ” means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

“ Member Nonrecourse Debt ” is defined in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Debt Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“ Member Nonrecourse Deductions ” is defined in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“ Minimum Gain ” is defined in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ NDP Amount ” is defined in Section 4.5(b) .

“ Noncompensatory Option ” is defined in Regulations Section 1.721-2(f).

“ Nonrecourse Deductions ” is defined in Regulations Section 1.704-2(b)(1) and 1.704-2(c).

“ Nonrecourse Liability ” is defined in Regulations Section 1.704-2(b)(3).

“ Original LLC Agreement ” is defined in the Recitals.

“ Percentage Interest ” means, with respect to any Member, the percentage interest set forth opposite such Member’s name on Exhibit A attached hereto. In the event any Company Interest is transferred in accordance with the provisions of this Agreement, the transferee of such interest shall succeed to the Percentage Interest of his transferor to the extent it relates to the transferred interest.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, Governmental Authority or political subdivision thereof or other entity.

“ Profits ” and “ Losses ” mean, for each Allocation Year, an amount equal to the Company’s taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) The Company shall be treated as owning directly its proportionate share (as determined by the Managing Member) of any other partnership, limited liability company, unincorporated business or other entity classified as a partnership or disregarded entity for U.S. federal income tax purposes of which the Company is, directly or indirectly, a partner, member or other equity-holder;

(ii) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be added to such taxable income or loss;

(iii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses, shall be subtracted from such taxable income or loss;

(iv) In the event the Gross Asset Value of any item of Property is adjusted pursuant to subparagraph (ii) or subparagraph (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the item of Property) or an item of loss (if the adjustment decreases the Gross Asset Value of the item of Property) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(v) Gain or loss resulting from any disposition of any Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the item of Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(vi) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of Depreciation;

(vii) To the extent an adjustment to the adjusted tax basis of any item of Property pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Company Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the item of Property) or loss (if the adjustment decreases such basis) from the disposition of such item of Property and shall be taken into account for purposes of computing Profits or Losses; and

(viii) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 5.3 or Section 5.4 shall not be taken into account in computing Profits or Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 5.3 and Section 5.4 shall be determined by applying rules analogous to those set forth in subparagraph (i) through subparagraph (viii) above. For the avoidance of doubt, any guaranteed payment that accrues with respect to an Allocation Year will be treated as an item of deduction of the Company for purposes of computing Profits and Losses in accordance with the provisions of Regulations Section 1.707-1(c).

“ Property ” means all real, intellectual and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property.

“ Proteus ” means Proteus Oil Pipelines Company, LLC, a Delaware limited liability company in which the Company owns a 65.0% membership interest as of the date of this Agreement.

“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Company or, with respect to the fiscal quarter of the Company which includes the IPO Date, the portion of such fiscal quarter from and after the IPO Date.

“ Regulations ” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended from time to time.

“ Regulatory Allocations ” is defined in Section 5.4 .

“ Representative ” is defined in Section 8.3(a) .

“ Required Contribution ” is defined in Section 4.4(a) .

“ Standard Oil ” is defined in the Recitals.

“ 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 similar governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more intermediate other Persons that meet the requirements of any sub-paragraph (a), (b) or (c) of this definition with respect to such first-mentioned Person (each an “ Intermediate Person ”) or a combination thereof, (b) a partnership (whether general or limited) or limited liability company in which such Person or any other Intermediate Person is, at the date of determination, a general partner of such partnership or managing member or manager of such limited liability company, but only if such first-mentioned Person, directly or by one or more Intermediate Persons, or a combination thereof, controls such partnership or limited liability company on the date of determination, (c) any other Person in which such first-mentioned Person, one or more Intermediate Persons of such first-mentioned Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) a majority equity ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other similar governing body of such other Person or (d) any other Person in which such first-mentioned Person, or one or more Intermediate Persons of such first-mentioned Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) less than a majority ownership interest or (ii) less than the power to elect or direct the election of a majority of the directors or other similar governing body of such other Person, provided that (A) such first-mentioned Person, one or more Intermediate Persons of such first-mentioned Person, or a combination thereof, directly or indirectly, at the date of the determination, has at least a 10% ownership interest in such other Person, (B) such first-mentioned Person accounts for such other Person (under U.S. GAAP, as in effect on the later of the date of investment in such other Person or material expansion of the operations of such other Person) on a consolidated or equity accounting basis, (C) such first-mentioned Person has, directly or indirectly, material negative control rights regarding such other Person including over such other Person’s ability to materially expand its operations beyond that contemplated at the date of investment in such other Person, and (D) such other Person is (x) formed and maintained for the purpose of developing or owning one or more operating assets, and (y) obligated under its constituent documents, or as a result of agreement of its owners on an ongoing basis, to distribute to its owners all of its income on at least an annual basis (less any cash reserves that are approved by such Person). For the avoidance of doubt, the Company’s “Subsidiaries” shall include each of the Mardi Gras Joint Ventures.

“ Tax Matters Member ” is defined in Section 5.9(a) .

“ Treasury Regulation ” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed or final Treasury Regulations.

“ Unanimous Approval Matter ” is defined in Section 8.2 .

Section 1.2 Construction . Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation” and (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The Managing Member has the power to construe and interpret this Agreement and to act upon any such construction or interpretation. To the fullest extent permitted by law, any construction or interpretation of this Agreement by the Managing Member, any action taken pursuant thereto and any determination made by the Managing Member in good faith shall, in each case, be conclusive and binding on all Members, each other Person who acquires an interest in a Company Interest and all other Persons for all purposes.

ARTICLE II

BUSINESS PURPOSE AND TERM OF THE COMPANY

Section 2.1 Formation . The Company was previously formed as a limited liability company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act and the execution of the Original LLC Agreement, as amended and restated in its entirety by the Existing LLC Agreement. This Agreement amends and restates the Existing LLC Agreement in its entirety. Except as expressly provided in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company shall be governed by the Delaware Act. All Company Interests shall constitute personal property of the owner thereof for all purposes.

Section 2.2 Name . The name of the Company shall be “Mardi Gras Transportation System Company LLC”. Subject to Applicable Law, the Company’s business may be conducted under any other name or names as determined by the Managing Member, including the name of the Managing Member. The words “Limited Liability Company,” “L.L.C.,” “Ltd.” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Managing Member may, without the consent of any Member, amend this Agreement and the Certificate of Formation to change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices . Unless and until changed by the Managing Member, the registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Company shall be located at 501 Westlake Park Boulevard, Houston, Texas 77079, or such other place as the Managing Member may from time to time designate by notice to the Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member determines to be necessary or appropriate. The address of the Managing Member shall be the address set forth on Exhibit A , or such other place

as the Managing Member may from time to time designate by notice to the Members. The address of the current Members shall be the addresses set forth on Exhibit A , or such other places as the current Members may from time to time designate by notice to the Managing Member. The address of each additional Member shall be the place such Member designates from time to time by notice to the Managing Member.

Section 2.4 Purpose and Business . The purpose and nature of the business to be conducted by the Company shall be to engage directly or indirectly in any business activity that is approved by the Managing Member, subject to any other approvals required under Section 8.2 hereof, and that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act.

Section 2.5 Powers . The Company shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Company.

Section 2.6 Term . The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Delaware Act and shall continue until the dissolution of the Company in accordance with the provisions of Article XII . The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

ARTICLE III

MEMBERS

Section 3.1 Members; Percentage Interests . The names of the Members, their respective Percentage Interests, and the type of Company Interest held by each Member are set forth on Exhibit A to this Agreement.

Section 3.2 Adjustments in Percentage Interests . The respective Percentage Interests of the Members shall be adjusted (a) at the time of any transfer of all or a portion of such Member’s Company Interest pursuant to Section 9.1 , (b) at the time of the issuance of additional Company Interests pursuant to Section 8.2(b) and (c) at the time of the admission of each new Member in accordance with this Agreement, in each case to take into account such transfer, issuance or admission of a new Member. The Managing Member is authorized to amend Exhibit A to this Agreement to reflect any such adjustment without the consent of any other Member.

Section 3.3 Limitation of Liability . The Members shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1 Capitalization of the Company . Subject to Section 8.2 , the Company is authorized to issue one class of Company Interests. The Company Interests shall be designated as Member Interests, having such rights, powers, preferences and designations as set forth in this Agreement.

Section 4.2 Additional Capital Contributions . The Members shall make additional Capital Contributions to the Company at such times and in such amounts as determined by the Members in accordance with this Agreement.

Section 4.3 Withdrawal of Capital; Interest . No Member may withdraw capital or receive any distributions from the Company except as specifically provided herein. No interest shall accrue or be payable by the Company on any Capital Contributions.

Section 4.4 Capital Contribution Events .

(a) Notwithstanding anything in Section 4.2 to the contrary, whenever all of the Member unanimously determine that additional Capital Contributions in cash from the Members are necessary to fund the Company’s operations, the Managing Member may issue a notice to each Member (a “ Call Notice ”) for an additional Capital Contribution by each Member (a “ Required Contribution ”) in an amount equal to such Member’s pro rata portion (based on the Percentage Interests of the Members) of the aggregate additional Capital Contribution determined to be necessary by the Members not less than fifteen (15) days prior to the date the Managing Member determine such additional Capital Contributions shall be made by the Members.

(b) All Call Notices shall be expressed in U.S. dollars and shall state the date on which payment is due and the bank(s) or account(s) to which payment is to be made. Each Call Notice shall specify in reasonable detail the purpose(s) for which such Required Contribution is required and the amount of the Required Contribution to be made by each Member pursuant to such Call Notice. Each Member shall contribute its Required Contribution within ten (10) Business Days of the date of delivery of the relevant Call Notice. The Company shall use the proceeds of such Required Contributions exclusively for the purpose specified in the relevant Call Notice.

Section 4.5 Failure to Contribute .

(a) If a Member fails to contribute all or any portion of a Required Contribution that such Member (a “ Delinquent Member ”) is required to make as provided in this Agreement, then, while such Member is a Delinquent Member, each non-Delinquent Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Member’s Required Contribution as a Capital Contribution pursuant to this Section 4.5 . If a non-Delinquent Member so desires to fund such amount, such non-Delinquent Member shall so notify each of the other non-Delinquent Members, who shall have five (5) Business Days thereafter to elect to participate in such funding.

(b) The portion that each participating non-Delinquent Member may fund as a Capital Contribution pursuant to this Section 4.5 (the “ NDP Amount ”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Members; provided , that if any participating non-Delinquent Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Company Interest and Percentage Interest of each Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions).

(c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Member(s) satisfied the Required Contribution, by making a Capital Contribution to the Company in an amount equal to the Required Contribution (a “ Make-Up Contribution ”) and paying to each participating non-Delinquent Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Member funded its NDP Amount to the date that the Delinquent Member makes its Make-Up Contribution (the “ Default Interest Amount ”). If a Delinquent Member cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Company shall distribute to each existing Member that is a participating non-Delinquent Member the NDP Amount that such participating non-Delinquent Member funded pursuant to Section 4.5(b) , (B) second, the respective Capital Accounts and Percentage Interests of the Members shall be adjusted with all necessary increases or decreases to return the Members’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Company Interests of each Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Member making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Member(s) as a Capital Contribution pursuant to Section 4.5(b) , the Delinquent Member shall no longer be deemed to be a Delinquent Member with respect to the unfunded Required Contribution.

ARTICLE V

ALLOCATIONS AND OTHER TAX MATTERS

Section 5.1 Profits . After giving effect to the special allocations set forth in Section 5.3 and Section 5.4 , and any allocation of Profits set forth in Section 5.2(b) , Profits for any Allocation Year shall be allocated among the Members in proportion to their respective Percentage Interests.

Section 5.2 Losses .

(a) After giving effect to the special allocations set forth in Section 5.3 and Section 5.4 , Losses for any Allocation Year shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) The Losses allocated pursuant to Section 5.2(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a result of an allocation of Losses pursuant to Section 5.2(a) , Losses that would otherwise be allocated to a Member pursuant to Section 5.2(a) but for the limitation set forth in this Section 5.2(b) shall be allocated to the remaining Members in proportion to their relative Percentage Interests. All remaining Losses in excess of the limitation set forth in this Section 5.2(b) shall be allocated to the Managing Member. Profits for any Allocation Year subsequent to an Allocation Year for which the limitation set forth in this Section 5.2(b) was applicable shall be allocated (i) first, to reverse any Losses allocated to the Managing Member pursuant to the third sentence of this Section 5.2(b) and (ii) second, to reverse any Losses allocated to the Members pursuant to the second sentence of this Section 5.2(b) and in proportion to how such Losses were allocated.

Section 5.3 Special Allocations . The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V , if there is a net decrease in Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V , if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset . In the event that any Member unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible; provided that an allocation pursuant to this Section 5.3(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.3(c) were not in this Agreement.

(d) Gross Income Allocation . In the event that any Member has an Adjusted Capital Account Deficit at the end of any Allocation Year, each such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.3(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if Section 5.3(c) and this Section 5.3(d) were not in this Agreement.

(e) Nonrecourse Deductions . Nonrecourse Deductions for any Allocation Year shall be allocated among the Members in proportion to their respective Percentage Interests.

(f) Member Nonrecourse Deductions . Any Member Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(g) Nonrecourse Liabilities . Nonrecourse Liabilities of the Company described in Regulations Section 1.752-3(a)(3) shall be allocated among the Members in the manner chosen by the Managing Member and consistent with such section of the Regulations.

(h) Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Property, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Company Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 5.4 Curative Allocations . The allocations set forth in Section 5.3 (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations shall be offset either with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.4 . Therefore, notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Tax Matters Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 5.1 , Section 5.2 and Section 5.3 (other than the Regulatory Allocations). In exercising its discretion under this Section 5.4 , the Tax Matters Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Section 5.5 Other Allocation Rules .

(a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Members pursuant to this Article V as of the last day of each Fiscal Year; provided that Profits, Losses and such other items shall also be allocated at such times as the Gross Asset Values of the Company’s assets are adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.1 .

(b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily proration basis by the Managing Member under Code Section 706 and the Regulations thereunder.

Section 5.6 Tax Allocations: Code Section 704(c) .

(a) Except as otherwise provided in this Section 5.6 , each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V . In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d).

(b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d).

(c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c) , be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.”

(d) Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Section 5.7 Tax Elections .

(a) The Members intend that the Company be treated as a partnership for federal income tax purposes. Accordingly, neither the Tax Matters Member nor any Member shall file any election or return on its own behalf or on behalf of the Company that is inconsistent with that intent.

(b) The Company shall make the election under Code Section 754 in accordance with the applicable Regulations issued thereunder, subject to the reservation of the right to seek to revoke any such election upon the Managing Member’s determination that such revocation is in the best interests of the Members.

(c) Any elections or other decisions relating to tax matters that are not expressly provided herein, shall be made jointly by the Members in any manner that reasonably reflects the purpose and intention of this Agreement.

Section 5.8 Tax Returns .

(a) The Company shall cause to be prepared and timely filed all federal, state, local and foreign income tax returns and reports required to be filed by the Company and its subsidiaries. The Company shall provide copies of all the Company’s federal, state, local and foreign tax returns (and any schedules or other required filings related to such returns) that reflect items of income, gain, deduction, loss or credit that flow to separate Member returns, to the Members for their review and comment prior to filing, except as otherwise agreed by the Members. The Members agree in good faith to resolve any difference in the tax treatment of any item affecting such returns and schedules. However, if the Members are unable to resolve the dispute, the position of the Tax Matters Member shall be followed if nationally recognized tax counsel acceptable to the Member provides an opinion that substantial authority exists for such position. Substantial authority shall be given the meaning ascribed to it for purposes of applying Code Section 6662. If the Members are unable to resolve the dispute prior to the due date for filing the return, including approved extensions, the position of the Tax Matters Member shall be followed, and amended returns shall be filed if necessary at such time the dispute is resolved. The costs of the dispute shall be borne by the Company. The Members agree to file their separate federal income tax returns in a manner consistent with the Company’s return, the provisions of this Agreement and in accordance with Applicable Law.

(b) The Members shall provide each other with copies of all correspondence or summaries of other communications with the Internal Revenue Service or any state, local or foreign taxing authority (other than routine correspondence and communications) regarding the tax treatment of the Company’s operations. No Member shall enter into settlement negotiations with the Internal Revenue Service or any state, local or foreign taxing authority with respect to any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be $100,000 or greater, without first giving reasonable advance notice of such intended action to the other Members.

Section 5.9 Tax Matters Member .

(a) The Managing Member shall be the “Tax Matters Member” of the Company within the meaning of Section 6231(a)(7) of the Code, and shall act in any similar capacity under the Applicable Law of any state, local or foreign jurisdiction, but only with respect to returns for which items of income, gain, loss, deduction or credit flow to the separate returns of the Members. If at any time there is more than one Managing Member, the Tax Matters Member shall be the Managing Member with the largest Percentage Interest following such admission.

(b) The Tax Matters Member shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.

Section 5.10 Designation of Partnership Representative

(a) With respect to tax returns filed for taxable years beginning on or after December 31, 2017, the Managing Member (or its designee) will be designated as the “partnership representative” in accordance with the rules prescribed pursuant to Section 6223 of the Code and shall have the sole authority to act on behalf of the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative shall be the Managing Member with the largest Percentage Interest following such admission (or its designee). Except as subject to Section 5.11 , the Managing Member (or its designee) shall exercise, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. In all events, the cost incurred by the partnership representative

in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6 , the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment of the provisions of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rules.

(b) The partnership representative shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.

Section 5.11 Duties of Tax Matters Member and Partnership Representative .

(a) Except as provided in Section 5.10(b) , the Tax Matters Member or the partnership representative, as applicable, shall cooperate with the other Members and shall promptly provide the other Members with copies of notices or other materials from, and inform the other Members of discussions engaged with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Members with notice of all scheduled proceedings, including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings.

(b) The duties of the Tax Matters Member or the partnership representative, as applicable, under Section 5.10(a) shall not apply with respect to notices, materials, discussions, proceedings, meetings, conferences, or hearings involving any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be less than $100,000 except as otherwise required under Applicable Law.

(c) The Tax Matters Member or the partnership representative, as applicable, shall not extend the period of limitations or assessments without the consent of the other Members, which consent shall not be unreasonably withheld.

(d) The Tax Matters Member or the partnership representative, as applicable, shall not file a petition or complaint in any court, or file any claim, amended return or request for an administrative adjustment with respect to company items, after any return has been filed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be $100,000 or greater, unless agreed by the other Members. If the other Members do not agree, the position of the Tax Matters Member or the partnership representative, as applicable, shall be followed if nationally recognized tax counsel acceptable to all Members issues an opinion that a reasonable basis exists for such position. Reasonable basis shall be given the meaning ascribed to it for purposes of applying Code Section 6662. The costs of the dispute shall be borne by the Company.

(e) The Tax Matters Member or the partnership representative, as applicable, shall not enter into any settlement agreement with the Internal Revenue Service or any state, local or foreign taxing authority, either before or after any audit of the applicable return is completed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits, unless any of the following apply:

(i) all Members agree to the settlement;

(ii) the tax effect of the issue if resolved adversely would be, and the tax effect of settling the issue is, proportionately the same for all Members (assuming each otherwise has substantial taxable income);

(iii) the Tax Matters Member or the partnership representative, as applicable, determines that the settlement of the issue is fair to the Members; or

(iv) tax counsel acceptable to all Members determines that the settlement is fair to all Members and is one it would recommend to the Company if all Members were owned by the same person and each had substantial taxable income.

In all events, the costs incurred by the Tax Matters Member or the partnership representative, as applicable, in performing its duties hereunder shall be borne by the Company.

(f) The Tax Matters Member or the partnership representative, as applicable, may request extensions to file any tax return or statement without the written consent of, but shall so inform, the other Members.

Section 5.12 Survival of Provisions . To the fullest extent permitted by law, the provisions of this Agreement regarding the Company’s tax returns and Tax Matters Member or the partnership representative, as applicable, shall survive the termination of the Company and the transfer of any Member’s interest in the Company and shall remain in effect for the period of time necessary to resolve any and all matters regarding the federal, state, local and foreign taxation of the Company and items of Company income, gain, loss, deduction and credit.

ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distributions of Distributable Cash . Within 45 days following the end of each Quarter commencing with the Quarter that includes the IPO Date, the Company shall distribute to the Members pro rata in accordance with their respective Percentage Interests an amount equal to 100% of Distributable Cash. Notwithstanding any other provision of this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate the Delaware Act or other Applicable Law.

Section 6.2 Liquidating Distributions . Notwithstanding any other provision of this Article VI (other than the last sentence of Section 6.1 ), distributions with respect to the Quarter in which a dissolution of the Company occurs shall be made in accordance with Article XII .

Section 6.3 Distribution in Kind . The Company shall not distribute to the Members any assets in kind unless approved by the Members in accordance with this Agreement. If cash and property in kind are to be distributed simultaneously, the Company shall distribute such cash and property in kind in the same proportion to each Member, unless otherwise approved by the Members in accordance with this Agreement.

ARTICLE VII

BOOKS AND RECORDS

Section 7.1 Books and Records; Examination . The Managing Member shall keep or cause to be kept such books of account and records with respect to the Company’s business as required by applicable law and it may deem necessary and appropriate. Each Member and its duly authorized representatives shall have the right, for any purpose reasonably related to its interest in the Company, at any time to examine, or to appoint independent certified public accountants (the fees of which shall be paid by such Member) to examine, the books, records and accounts of the Company and its Subsidiaries, their operations and all other matters that such Member may wish to examine, including all documentation relating to actual or proposed transactions between the Company and any Member or any Affiliate of a Member. The Company’s books of account shall be kept using the method of accounting determined by the Managing Member.

Section 7.2 Reports . The Managing Member shall prepare and send to each Member (at the same time) promptly such financial information of the Company as a Member shall from time to time reasonably request, for any purpose reasonably related to its interest in the Company. The Managing Member shall, for any purpose reasonably related to a Member’s interest in the Company, permit examination and audit of the Company’s books and records by both the internal and independent auditors of its Members.

ARTICLE VIII

MANAGEMENT AND VOTING

Section 8.1 Management . The Managing Member shall conduct, direct and manage the business of the Company. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, and no Member shall have any management power over the business and affairs of the Company. In addition to the powers now or hereafter granted a managing member of a limited liability company under the Delaware Act or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to Section 8.2 , shall have full power and authority to do all things on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Company and to effectuate the purposes set forth in Section 2.4 . The Company shall reimburse the Managing Member, on a monthly basis or such other basis as the Managing Member may determine, for all direct and indirect costs and expenses incurred by the Managing Member or payments made by

the Managing Member, in its capacity as the managing member of the Company, for and on behalf of the Company. Except as provided in this Section 8.1 , and elsewhere in this Agreement, the Managing Member shall not be compensated for its services as the managing member of the Company. For the avoidance of doubt, subject to any approvals required by Section 8.2 hereof, the Managing Member shall have the authority to vote the Company’s interests in each of the Mardi Gras Joint Ventures in its sole discretion with respect to any matter requiring a vote of the members of any Mardi Gras Joint Venture under the limited liability company agreement of such Mardi Gras Joint Venture.

Section 8.2 Matters Constituting Unanimous Approval Matters . Notwithstanding anything in this Agreement or the Delaware Act to the contrary, and subject to the provisions of Section 8.3(c) , each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” which requires the prior approval of all of the Members pursuant to Section 8.3(c) :

(a) sale, lease, transfer, pledge or other disposition of any of the Company’s ownership interests in any of its Subsidiaries;

(b) other than equity securities issued upon exercise of convertible or exchangeable securities approved pursuant to this Section 8.2 , the authorization, sale and/or issuance by the Company or any of its Subsidiaries of any of their respective limited liability company interests or other equity securities, including the issuance of any additional Company Interests, whether in a private or public offering, including an initial public offering, or the grant, sale or issuance of other securities (including rights, warrants and options) convertible into, exchangeable for or exercisable for any of their respective limited liability company interests or other equity securities, whether or not presently convertible, exchangeable or exercisable;

(d) any repurchase or redemption by the Company or any of its Subsidiaries of any debt or equity securities;

(e) approval of the merger, consolidation, or participation in a share exchange or other statutory reorganization with, or voluntary or involuntary sale, exchange, assignment, transfer, conveyance, bequest, devise, merger, consolidation, gift or any other alienation, with or without consideration, of all or substantially all of the assets of the Company or any of its Subsidiaries to, any Person;

(f) dissolution of the Company or any of its Subsidiaries pursuant to Section 12.1 or the filing of any bankruptcy or reorganization petition on behalf of the Company or any of its Subsidiaries and acquiescence in such a petition filed by others;

(g) approval of any capital contributions to the Company or any of its Subsidiaries, including pursuant to any of their respective limited liability company agreements or other organizational documents;

(h) approval of the Company’s annual budget, including the amount of cash reserves to be set aside before the payment of any distribution to the Members;

(i) amendment or repeal of the Certificate of Formation or this Agreement;

(j) entering into any agreement or otherwise committing to do any of the foregoing; and

(k) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Members.

Section 8.3 Meetings and Voting .

(a) Representatives . For purposes of this Article VIII and subject to the Managing Member’s authority under Section 8.1 , each Member shall be represented by a designated representative (each, a “ Representative ”), who shall be appointed by, and may be removed with or without cause by, the Member that designated such Person. Each Representative shall have the full authority to act on behalf of the Member who designated such Representative. To the fullest extent permitted by Applicable Law, each Representative shall be deemed the agent of the Member that appointed him, and each Representative shall not be an agent of the Company or the other Members. The action of a Representative at a meeting of the Members (or through a written consent) shall bind the Member that designated that Representative, and the other Members shall be entitled to rely upon such action without further inquiry or investigation as to the actual authority (or lack thereof) of such Representative.

(b) Meetings and Voting . Meetings of Members shall be at such times and locations as the Managing Member shall determine in its sole discretion. Any meeting of the Members may be held in person or by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. The Managing Member shall provide notice to the Members of any meetings of Members in any manner that it deems reasonable and appropriate under the circumstances. The presence, in person or by proxy, of each Member or its respective Representative shall constitute a quorum at a meeting of Members. At any meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present, the act of Members holding Company Interests that, in the aggregate, represent a majority of the Percentage Interests of those present in person or by proxy at such meeting shall be deemed to constitute the act of all Members, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Members holding Company Interests that in the aggregate represent at least such greater or different percentage shall be required. In the absence of a quorum, any meeting of Members may be adjourned from time to time by the affirmative vote of Members with at least a majority of the Percentage Interests of the Members entitled to vote at such meeting (including the Managing Member) represented either in person or by proxy, but no other business may be transacted.

(c) Unanimous Approval Matters . All Unanimous Approval Matters shall be approved by the unanimous affirmative vote of all of the Members. Each Member acknowledges and agrees that all references in this Agreement to any approval, consent or other form of authorization by “all Members,” “each of the Members” or similar phrases shall be deemed to mean that such approval, consent or other form of authorization shall constitute a Unanimous Approval Matter that requires the unanimous approval of all of the Members in accordance with this Section 8.3(c) .

Section 8.4 Reliance by Third Parties . Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Managing Member set forth in this Agreement. Neither a Member nor its Representative shall have the authority to bind the Company or any of its Subsidiaries.

ARTICLE IX

TRANSFER OF COMPANY INTERESTS

Section 9.1 Restrictions on Transfers .

(a) General . Except as expressly provided by this Article IX , the Managing Member shall not transfer all or any part of its Company Interests to any Person without first obtaining the written approval of each of the other Members, which approval may be granted or withheld in their sole discretion. Each of the Members other than the Managing Member may in its sole discretion transfer all or any part of its Company Interests without approval from any other Member.

(b) Transfer by Operation of Law . In the event the Managing Member shall be party to a merger, consolidation or similar business combination transaction with another Person or sell all or substantially all its assets to another Person, such Member may transfer all or part of its Company Interests to such other Person without the approval of any other Member.

(c) Consequences of an Unpermitted Transfer . To the fullest extent permitted by law, any transfer of a Member’s Company Interest in violation of the applicable provisions of this Agreement shall be void ab initio.

Section 9.2 Conditions for Admission . No transferee of all or a portion of the Company Interests of any Member shall be admitted as a Member hereunder unless such Company Interests are transferred in compliance with the applicable provisions of this Agreement. Each such transferee shall have executed and delivered to the Company such instruments as the Managing Member reasonably deems necessary or appropriate to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement. The admission of a transferee shall be effective immediately prior to such transfer and, immediately following such admission, the transferor shall cease to be a Member (to the extent it transferred its entire Company Interest). If the Managing Member transfers its entire Member Interest in the Company, the transferee Managing Member, to the extent admitted as a substitute Managing Member, is hereby authorized to, and shall, continue the Company without dissolution.

Section 9.3 Allocations and Distributions . Subject to applicable Regulations, upon the transfer of all the Company Interests of a Member as herein provided, the Profit or Loss of the Company attributable to the Company Interests so transferred for the Fiscal Year in which such transfer occurs shall be allocated between the transferor and transferee as of the effective date of the assignment, and such allocation shall be based upon any permissible method agreed to by the Members that is provided for in Code Section 706 and the Regulations issued thereunder.

Section 9.4 Restriction on Resignation or Withdrawal . Except in connection with a transfer permitted pursuant to Section 9.1 or as contemplated by Section 12.1 , no Member shall withdraw from the Company without the consent of each of the other Members. To the extent permitted by law, any purported withdrawal from the Company in violation of this Section 9.4 shall be null and void.

ARTICLE X

LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 10.1 Liability for Company Obligations . Except as otherwise required by the Delaware Act, the Liabilities of the Company shall be solely the Liabilities of the Company, and no Indemnitee (other than the Managing Member) shall be obligated personally for any such Liability of the Company solely by reason of being an Indemnitee.

Section 10.2 Disclaimer of Duties and Exculpation .

(a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Indemnitee shall have any duty (fiduciary or otherwise) or obligation to the Company, the Members or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Indemnitee shall be entitled to consider only such interests and factors as such Indemnitee deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Indemnitee or the Company notwithstanding any duty otherwise existing at law or in equity. To the extent that an Indemnitee is required or permitted under this Agreement to act in “good faith” or under another express standard, such Indemnitee shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity.

(b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of an Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace these duties and Liabilities of such Indemnitee in their entirety, and no Indemnitee shall be liable to the Company, the Members or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement.

(c) To the fullest extent permitted by law, no Indemnitee shall be liable to the Company, the Members or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Indemnitee in such capacity, whether or not such Person continues to be an Indemnitee at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Indemnitee acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Indemnitee had no reasonable cause to believe its conduct was unlawful.

(d) An Indemnitee shall be fully protected from liability to the Company, the Members and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Company and such other information, opinions, reports or statements presented to the Company by any Person as to any matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the Company.

Section 10.3 Indemnification .

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Liabilities arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Company; provided , that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification or advancement of expenses pursuant to this Section 10.3 shall be made only out of the assets of the Company (including insurance proceeds payable to the Company for such purposes), it being agreed that the Managing Member shall not be personally liable for such indemnification or advancement of expenses and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification or advancement of expenses.

(b) To the fullest extent permitted by law, upon receipt by the Company of any undertaking by or on behalf of an Indemnitee who is indemnified pursuant to Section 10.3(a) to repay expenses (including legal fees and expenses) incurred by such Indemnitee in appearing at, participating in or defending any claim, demand, action, suit or proceeding if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 10.3 , such expenses shall, from time to time, be advanced to the Indemnitee by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10.3 , that the Indemnitee is not entitled to be indemnified.

(c) The indemnification provided by this Section 10.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement to which the Company may be a Party, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the

benefit of the heirs, successors, assigns and administrators of the Indemnitee. For the avoidance of doubt, the indemnification provided for in this Section 10.3 shall be without prejudice to any indemnification or similar undertaking by the Company to any other Person under a separate written legally binding agreement of the Company.

(d) The Company may purchase and maintain (or reimburse the Managing Member or its Affiliates for the cost of) insurance, on behalf of the Managing Member, its Affiliates and such other Persons as the Managing Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 10.3 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies.

(g) The provisions of this Section 10.3 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 10.3 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE XI

CONFLICTS OF INTEREST

Section 11.1 Outside Activities . Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or in equity, (a) the engaging in activities by any Indemnitee that are competitive with the business of the Company is hereby approved by all Members, (b) it shall not be a breach of any fiduciary duty or any other duty or obligation of a Member under this Agreement or otherwise existing under Applicable Law or in equity for such Indemnitee to engage in such activities in preference to or to the exclusion of the Company, (c) an Indemnitee shall have no obligation under this Agreement or as a result of any duty (including any fiduciary duty) otherwise existing under Applicable Law or in equity, to present business opportunities to the Company and (d) the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee.

ARTICLE XII

DISSOLUTION AND TERMINATION

Section 12.1 Dissolution . The Company shall be dissolved and its business and affairs wound up upon the earliest to occur of any one of the following events:

(a) at any time there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act;

(b) the written consent of all the Members;

(d) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.

The bankruptcy, involuntary liquidation or dissolution of a Member shall cause that Member to cease to be a member of the Company. Notwithstanding the foregoing, the Company shall not be dissolved and its business and affairs shall not be wound up upon the occurrence of any event specified in clause (c) above if, at the time of occurrence of such event, there is at least one remaining Member (who is hereby authorized to, and shall, carry on the business of the Company), or if within ninety (90) days after the date on which such event occurs, the remaining Members elect in writing to continue the business of the Company and to the appointment, effective as of the date of such event, if required, of one or more additional Managing Members of the Company. Except as provided in this paragraph, and to the fullest extent permitted by the Delaware Act, the occurrence of an event that causes a Member to cease to be a Member of the Company shall not, in and of itself, cause the Company to be dissolved or its business or affairs to be wound up, and upon the occurrence of such an event, the business of the Company shall, to the extent permitted by the Delaware Act, continue without dissolution.

Section 12.2 Winding Up of Company . Upon dissolution, the Company’s business shall be wound up in an orderly manner. The Managing Member shall (unless the Managing Member (or, if no Managing Member, the remaining Members) elects to appoint a liquidating trustee) wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the Managing Member or liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the Managing Member or liquidating trustee shall determine to be not adverse to the interests of the Members or their successors-in-interest. The Managing Member or liquidating trustee shall take full account of the Company’s Liabilities and Property and shall cause the Property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Applicable Law, in the following order:

(a) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of all of the Company’s Liabilities (whether by payment or the making of reasonable provision for payment thereof to the extent required by Section 18-804 of the Delaware Act), other than Liabilities for distribution to Members under Section 18-601 or 18-604 of the Delaware Act;

(b) Second, to the Members and former Members of the Company in satisfaction of Liabilities for distributions under Sections 18-601 or 18-604 of the Delaware Act; and

(c) The balance, if any, to the Members in accordance with the positive balance in their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

Section 12.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts . In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704- 1(b)(2)(ii)(b)(2). If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

Section 12.4 Deemed Distribution and Recontribution . Notwithstanding any other provision of this Article XII , in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Delaware Act has occurred, the Property shall not be liquidated, the Company’s debts and other Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all its Property and Liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Section 12.5 Distribution of Property . In the event the Managing Member determines that it is necessary in connection with the winding up of the Company to make a distribution of property in kind, such property shall be transferred and conveyed to the Members so as to vest in each of them as a tenant in common an undivided interest in the whole of such property, but otherwise in accordance with Section 12.3 .

Section 12.6 Termination of Company . The Company shall terminate when all assets of the Company, after payment of or due provision for all Liabilities of the Company, shall have been distributed to the Members in the manner provided for in this Agreement, and the Certificate of Formation shall have been canceled in the manner provided by the Delaware Act.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Notices . Except as otherwise expressly provided in this Agreement, all notices, demands, requests, or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be given either (a) in person, (b) by United States mail, (c) by expedited delivery service (charges prepaid) with proof of delivery or (d) by electronic message or facsimile. The Company’s address for notice shall be the principal place of business of the Company, as set forth in Section 2.3 . The address for notices and other communications to the Managing Member or any Member shall be the address set forth in Exhibit A . Addresses for notices and communications hereunder may be changed by the Company, the Managing Member or any Member, as applicable, giving notice in writing, stating its new address for notices, to the other. For purposes of the foregoing, any notice required or permitted to be given shall be deemed to be delivered and given on the date actually delivered to the address specified in this Section 13.1 .

Section 13.2 Integration . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 13.3 Assignment . A Member shall not assign all or any of its rights, obligations or benefits under this Agreement to any other Person otherwise than (i) in connection with a transfer of its Company Interests pursuant to Article IX or (ii) with the prior written consent of each of the other Members, which consent may be withheld in such Member’s sole discretion, and any attempted assignment not in compliance with Article IX or this Section 13.3 shall be void.

Section 13.4 Parties in Interest . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 13.5 Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

Section 13.6 Amendment; Waiver . Subject to the definition of Capital Account, Section 2.2 and Section 3.2 , this Agreement may not be amended except in a written instrument signed by each of the Members and expressly stating it is an amendment to this Agreement. Any failure or delay on the part of any Member in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available under Applicable Law or in equity.

Section 13.7 Severability . If any term, provision, covenant or restriction in this Agreement or the application thereof to any Person or circumstance, at any time or to any extent, is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this

Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid or unenforceable) shall in no way be affected, impaired or invalidated, and to the extent permitted by Applicable Law, any such term, provision, covenant or restriction shall be restricted in applicability or reformed to the minimum extent required for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the Members prior to the determination of such invalidity or unenforceability.

Section 13.8 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS HEREBY WAIVED BY EACH OF THE MEMBERS.

Section 13.9 No Bill for Accounting . To the fullest extent permitted by law, in no event shall any Member have any right to file a bill for an accounting or any similar proceeding.

Section 13.10 Waiver of Partition . Each Member hereby waives any right to partition of the Property.

Section 13.11 Third Parties . Nothing herein expressed or implied is intended or shall be construed to confer upon or give any Person (other than Indemnitees) other than the Members and their respective successors, legal representatives and permitted assigns any rights, remedies or basis for reliance upon, under or by reason of this Agreement.

[ Signature pages follow ]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.


MANAGING MEMBER:

BP MIDSTREAM PARTNERS LP

By:		BP Midstream Partners GP LLC, its general partner

By:
Name:
Title:

Signature Page to

Second Amended and Restated Limited Liability Company Agreement of

Mardi Gras Transportation System Company LLC


MEMBER:

THE STANDARD OIL COMPANY



By:


Name:
Title:

Signature Page to

Second Amended and Restated Limited Liability Company Agreement of

Mardi Gras Transportation System Company LLC


MEMBER:

BP PIPELINES (NORTH AMERICA) INC.



By:


Name:
Title:

Signature Page to

Second Amended and Restated Limited Liability Company Agreement of

Mardi Gras Transportation System Company LLC

Exhibit A


Member		Percentage Interest
BP Midstream Partners LP 501 WestLake Park Blvd. Houston, Texas 77079 Attention: [●] E-mail: [●]		20.0% managing member interest

BP Pipelines (North America) Inc. 501 WestLake Park Blvd. Houston, Texas 77079 Attention: [●] E-mail: [●]		79.0%

The Standard Oil Company 501 WestLake Park Blvd. Houston, Texas 77079 Attention: [●] E-mail: [●]		1.0%

Exhibit A – Page 1

Exhibit 10.8

Execution Version v. (i)

THROUGHPUT AND DEFICIENCY AGREEMENT

This Throughput and Deficiency Agreement (hereinafter referred to as the “ Agreement ”) is effective as of October 1, 2017 (the “ Effective Date ”), by and between BP Midstream Partners LP, (“ CARRIER ”), with offices at 150 W. Warrenville Road, Naperville, Illinois 60563, and BP Products North America Inc. (“ SHIPPER ”) with offices at 30 South Wacker Dr., Suite 900, Chicago, Illinois 60606, both sometimes referred to individually as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS , CARRIER’s wholly owned subsidiary, BP Two Pipeline Company LLC, is the owner of the BP2 Pipeline System, which is currently used to transport crude petroleum from a station in Griffith, Indiana to SHIPPER’s refinery in Whiting, Indiana; and

WHEREAS , SHIPPER and CARRIER desire to enter into an arrangement under the terms of which SHIPPER will agree to utilize the BP2 Pipeline System to transport and guarantee a minimum volume of Product throughput according to CARRIER’s tariff specifications and to make a Deficiency Payment each Month that the Minimum Monthly Volume Requirement is not satisfied.

NOW THEREFORE , in consideration of the premises, and the benefits to be derived therefrom by both Parties, it is agreed as follows:

Definitions

1.1 For purposes of this Agreement, the following terms shall have the meanings indicated below:

Actual Shipments : means the actual volume of Product tendered by SHIPPER and transported on the BP2 Pipeline System.

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 in this Agreement, 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 (which, for the avoidance of doubt, includes a general partner of a partnership), whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, and only so long as BP Products North America Inc. (or one of its Affiliates) is the SHIPPER and BP Midstream Partners LP (or one of its Affiliates) is the CARRIER, SHIPPER shall not be considered an “Affiliate” of CARRIER and CARRIER shall not be considered an “Affiliate” of SHIPPER.

Agreement : has the meaning set forth in the preamble hereto.

Anti-Bribery Laws : has the meaning set forth in Section 28.1 .

Anti-Corruption Obligation : has the meaning set forth in Section 28.1 .

Barrel : means 42 United States standard gallons of Product at 60 degrees Fahrenheit.

BP2 Pipeline System : means the pipeline system owned by CARRIER’s wholly owned subsidiary, BP Two Pipeline Company LLC, which is used to transport Product from the Origin Point to the Delivery Point.

CARRIER : has the meaning set forth in the preamble hereto.

CARRIER Event of Default : has the meaning set forth in Section 9.2 .

Contract Rate : means the applicable Tariff rate set forth in the Tariff for Product movements on the BP2 Pipeline System as filed in the Tariff, and as accepted by FERC from time to time.

Deficiency Payment : means the payment by SHIPPER for a shortfall during any Month in meeting the Minimum Monthly Volume Requirement, which payment shall be calculated based upon the Actual Shipments during such Month and shall be equal to the product of:

(a) The volume amount by which the Actual Shipments during a Month are less than the Minimum Monthly Volume Requirement for such Month; and

(b) The Contract Rate.

Delivery Point : means the delivery point of the BP2 Pipeline System at Whiting, Indiana.

Effective Date : has the meaning set forth in the preamble hereto.

FERC : means the United States Federal Energy Regulatory Commission and any successor to its power, duties or jurisdiction.

Force Majeure : has the meaning set forth in Section 11.1 .

General Partner : means the general partner of BP Midstream Partners LP.

Governmental Authority : means any federal, state or local government, or any agency, bureau, board, commission, court, department, tribunal or instrumentality thereof, including any legislative, administrative or judicial body or supervisory authority having appropriate jurisdiction.

Laws : means any statute, code, rule, regulation, order, ordinance, judgment, writ, injunction, requirement, decree or other pronouncement of any Governmental Authority having the effect of law.

Minimum Daily Volume Commitment : means 303,000 Barrels per day for the time period October 1, 2017 through December 31, 2018; 310,000 Barrels per day for the time period January 1, 2019 through December 31, 2019; and 320,000 Barrels per day for the time period January 1, 2020 through December 31, 2020.

Minimum Monthly Volume Requirement : means a minimum monthly throughput during each Month equal to the product of (a) the Minimum Daily Volume Commitment and (b) the number of calendar days in the applicable Month; provided that if shipments on the BP2 Pipeline System are subject to prorationing under the Tariff in a Month then the Minimum Monthly Volume Requirement for such Month shall be reduced by the number of SHIPPER’s Barrels prorated when such proration is in effect; provided further that if SHIPPER’s obligations are suspended for all or any portion of a Month pursuant to Section 11 , item (b) in the calculation of Minimum Monthly Volume Requirement for any such Month shall be reduced by the number of calendar days during which such suspension is in effect; and provided further that, if the Startup Date occurs on a date other than the first calendar day of a Month, item (b) in the calculation of Minimum Monthly Volume Requirement for such Month shall be calculated according to the number of calendar days between, and including, the Startup Date and the last calendar day of the Month in which the Startup Date occurs.

Month : means the period beginning at 7:00 a.m. local Tulsa, Oklahoma time on the first day of a calendar month and ending at 7:00 a.m. local Tulsa, Oklahoma time on the first day of the next calendar month.

Origin Point : means the origination point of the BP2 Pipeline System at Griffith, Indiana.

Partnership Change of Control : means BP Pipelines (North America) Inc. ceases to control (directly or indirectly) the General Partner.

Party and Parties : have the meanings set forth in the preamble hereto.

Person : means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

Prepaid Shipments : has the meaning set forth in Section 3.3 .

Product : means “Crude Petroleum” as defined and set forth in the Tariff.

Reference Rate : means 2% (two percent) per annum.

SHIPPER : has the meaning set forth in the preamble hereto.

SHIPPER Cure Period : has the meaning set forth in Section 9.1.2.

SHIPPER Event of Default : has the meaning set forth in Section 9.1 .

Startup Date : means October 1, 2017.

Tariff : means CARRIER’s FERC Tariff No. 274.10.0 for shipments of Product from the Origin Point to the Delivery Point, as filed by CARRIER and accepted by FERC, together with the published rules and regulations applicable to such shipments, and as further adopted, amended, modified and superseded from time to time (subject to acceptance by FERC).

Term : has the meaning set forth in Section 4.1 .

True-Up : means the lesser of (a) or (b) will be credited back to the SHIPPER within sixty (60) days after the end of each calendar year during the Term:

(a) the total dollar amount paid to CARRIER by SHIPPER of the monthly Deficiency Payments during the calendar year

(b) the total dollar amount paid to CARRIER by SHIPPER for Actual Shipments shipped by SHIPPER in excess of the applicable Minimum Monthly Volume Requirement during the calendar year.

BP2 Pipeline System

2.1 CARRIER, at its sole cost and expense, shall operate and maintain, or cause to be operated and maintained, the BP2 Pipeline System in a safe, efficient and economical manner and in accordance with the Tariff and all applicable Laws.

Monthly Volume Requirements

3.1 For each Month during the Term, as compensation for transportation of the Product along the BP2 Pipeline System, SHIPPER agrees either to (a) ship at least the Minimum Monthly Volume Requirement through the BP2 Pipeline System and to pay CARRIER for such shipments at a rate equal to the Contract Rate or (b) make the appropriate Deficiency Payment to the extent that SHIPPER’s Actual Shipments for any such Month do not equal or exceed the Minimum Monthly Volume Requirement. If, during any Month during the Term, CARRIER is unable to accept for transportation and delivery, within a reasonable period of time during such Month, reasonable bona fide tenders of Product by SHIPPER, or caused to be made by SHIPPER, due to lack of space in the BP2 Pipeline System or any other cause, the volume of Product actually tendered by SHIPPER during such Month but which CARRIER is unable to accept shall be credited hereunder to SHIPPER’s Actual Shipments for purposes of determining any Deficiency Payments.

3.2 CARRIER shall invoice SHIPPER for any Deficiency Payment following the end of each Month that generated the Deficiency Payment. At the same time, CARRIER shall provide SHIPPER a written accounting that supports any invoice for a Deficiency Payment. SHIPPER shall make the Deficiency Payment pursuant to the same payment terms as set forth in the Tariff with respect to payment of transportation fees. SHIPPER’s failure to make the required payment as set forth herein will be subject to the non-payment terms set forth in the Tariff.

3.3 Any Deficiency Payment paid by SHIPPER pursuant to the provisions of this Section 3 shall be considered by CARRIER as “ Prepaid Shipments ” during the calendar year the Deficiency Payment is made, such that at the end of each calendar year, such Prepaid Shipments shall be subject to True-Up by CARRIER. This Section 3.3 shall survive the expiration or termination of this Agreement.

Term

4.1 Subject to Section 11 , SHIPPER’s and CARRIER’s rights and obligations under this Agreement shall commence on the Startup Date and shall continue until 11:59 p.m. on December 31, 2020 (the “ Term ”).

Tariffs

5.1 In consideration for SHIPPER committing to the Minimum Daily Volume Commitment for the Term, CARRIER, subject to this Section 5 , will maintain the Tariff in effect during the Term.

(a) On the Startup Date, the Contract Rate will be set at 54.42 cents per Barrel.

(b) CARRIER intends to operate the BP2 Pipeline System as a FERC-regulated pipeline, and notwithstanding anything contained herein, each Party shall continue to have any and all legal rights granted to it with respect to FERC rules and regulations as in effect from time to time. The rates set forth in the Tariff, including the Contract Rate, will be subject to adjustments in accordance with any FERC methodology then in effect, and in the event FERC ceases to be the adjusting authority or the methodology is changed, such adjustments, if any, shall be made under the successor entity or methodology.

Monthly Billings

6.1 CARRIER shall invoice SHIPPER monthly, and SHIPPER shall pay, for all Actual Shipments at the Contract Rate in accordance with the terms of the Tariff and this Agreement; provided that any invoicing and payment for any Deficiency Payment shall be as set forth in Section 3 hereof.

Audit Rights

7.1 SHIPPER shall, upon giving reasonable advance notice, have the right to audit, at its cost and expense and during ordinary business hours, the accounting records and other pertinent documents which relate to receipts or delivery of SHIPPER’s volumes, the calculation of any Deficiency Payments, and the determination of any Prepaid Shipments credited to SHIPPER hereunder. CARRIER shall retain these records and documents for a period of at least one year following expiration of the Term or such longer period as required by law.

Liability

8.1 Liability for any loss of or damage to the Product, or delay in transportation of the Product, shall be as set forth in and subject to the terms of the Tariff.

Events of Default

9.1 Events of Default by SHIPPER . The occurrence of any of the following events shall constitute a “ SHIPPER Event of Default ”:

9.1.1 Any failure to make any payment required to be made by SHIPPER hereunder, where such failure continues for fifteen (15) days after receipt of written notice from the CARRIER, subject to the right of SHIPPER, reasonably exercised, to contest any such payment. In the event SHIPPER withholds any such payment, and it is determined that such withholding was wrongful, SHIPPER shall pay interest to the CARRIER on such monies wrongfully withheld at the Reference Rate; and

9.1.2 A failure by SHIPPER to observe and perform any material provision or covenant of this Agreement (other than the obligation to pay amounts when due as the result of same being covered by clause 9.1.1 above) to be observed or performed by SHIPPER where such failure continues unremedied for a period of thirty (30) days after receipt of written notice thereof from the CARRIER to SHIPPER (the “ SHIPPER Cure Period ”).

9.2 Events of Default by CARRIER . The occurrence of any of the following shall constitute a “ CARRIER Event of Default ”:

9.2.1 A failure by CARRIER to observe and perform any material provision or covenant of this Agreement to be observed or performed by the CARRIER where such failure continues unremedied for a period of thirty (30) days after receipt of written notice thereof from SHIPPER to the CARRIER; and

9.2.2 The making by CARRIER of any general assignment for the benefit of creditors, the filing by or against CARRIER of a petition to have CARRIER adjudged bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against CARRIER, the same is dismissed within 60 days), or the appointment of a trustee or receiver to take possession that is not restored to CARRIER within 30 days.

10.

Remedies

10.1 In the case of a SHIPPER Event of Default, CARRIER shall have the right to terminate this Agreement and pursue any and all remedies available to it, whether at law or in equity, against SHIPPER, including without limitation, SHIPPER shall be liable for all prior and current shipments of Product during any period of default at the Contract Rate.

10.2 In the case of a CARRIER Event of Default or any Partnership Change of Control, SHIPPER shall have the right to terminate this Agreement and, in the case of a CARRIER Event of Default, pursue any and all remedies available to it, whether in law or in equity, against CARRIER.

11.

Force Majeure

11.1 “ Force Majeure ” for purposes of this Agreement means (in each case, other than any payment obligations due and owing for any services previously rendered): (a) compliance with acts, orders, regulations, or requests of any federal, state, or local civilian or military authority, or any Person purporting to act therefor; (b) insurrections, wars, rebellion, riots, strikes, or labor difficulties; (c) action of the elements or accidental disruption or breakdown of production or transportation facilities; and (d) any other cause, whether or not of

the same class or kind, beyond the reasonable control of a Party with the exercise of reasonable diligence and not resulting from the claiming Party’s negligence. It is understood and agreed the settlement of strikes or differences with workers shall be entirely within the discretion of the Party affected by the Force Majeure event.

11.2 In the event CARRIER is rendered unable by reason of Force Majeure to provide the transportation services contemplated hereunder, such obligations of CARRIER, insofar as they are prevented or curtailed by such Force Majeure, and SHIPPER’s obligations pursuant to Section 3.1 to either ship the Minimum Monthly Volume Requirement or make the appropriate Deficiency Payment, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as practicable be remedied with all reasonable dispatch and exigency. For the avoidance of doubt, in any event where the BP2 Pipeline System is no longer available for use, CARRIER shall not be required to furnish additional or alternate facilities, in which case SHIPPER shall not be obligated to make any further payments hereunder except for payments due and owing for transportation on the BP2 Pipeline System previously rendered.

11.3 Except for the payment of money due and payable hereunder, a delay in or failure of performance by any Party due to Force Majeure shall not constitute default, nor shall any Party to this Agreement be held liable for losses arising from such delay or failure to the extent such losses are due to Force Majeure. In the event CARRIER or SHIPPER is prevented or delayed in its performance obligations hereunder due to Force Majeure, then any such obligation deadline under this Agreement shall be extended by the period of any such Force Majeure, provided that the cause of the Force Majeure event is remedied with all reasonable dispatch and exigency.

11.4 It is the Parties’ intent that any delay in CARRIER or SHIPPER’s performance hereunder due to Force Majeure shall not exceed 365 consecutive days, and should a Party be rendered unable due to Force Majeure to perform its obligations contemplated hereunder for more than 365 consecutive days, then the other Party not so claiming non-performance due to Force Majeure may at its sole option terminate this Agreement upon thirty (30) days’ prior written notice to the other Party following 365 consecutive days of non-performance by such other Party due to Force Majeure, and both Parties shall be relieved of any further obligations or liabilities under this Agreement except for payment obligations due and owing for any services previously rendered.

12.

Apportionment

12.1 Any prorationing of shipments for transportation on the BP2 Pipeline System shall be as set forth in the Tariff, as may be further amended, modified, and superseded by CARRIER from time to time.

13.

Sampling, Testing and Metering

13.1 All gauging, sampling, testing and metering of receipts from and deliveries to SHIPPER will be made in accordance with the Tariff. All Product delivered to CARRIER’s, or wholly owned subsidiary of CARRIER’s, receiving facilities on behalf of SHIPPER shall meet and be subject to the Tariff and CARRIER’s then-current operating requirements.

14.

Common Carrier; Compliance with Laws

14.1 It is understood that the BP2 Pipeline System will be operated as an interstate common carrier pipeline, and the Parties’ rights and obligations hereunder shall be subject to (a) all applicable and valid Laws related to common carrier pipelines and (b) the terms and provisions of the Tariff applicable to the transportation services provided hereunder. If SHIPPER’s right under this Agreement to ship on the BP2 Pipeline System during any Month is prorated under the terms and conditions of the applicable and valid Laws related to common carrier pipelines or the terms and provisions of the Tariff, then the Minimum Monthly Volume Requirement used in calculating any Deficiency Payment obligations for such Month shall be reduced by the number of Barrels prorated when such proration was in effect during the Month.

14.2 Notwithstanding anything to the contrary contained herein, each Party shall continue to have any and all legal rights granted to it under applicable Law and FERC’s rules and regulations as in effect from time to time.

14.3 Both Parties shall, in carrying out the terms and provisions hereof, abide by all present and future applicable and valid Laws of any Governmental Authority having jurisdiction.

14.4 If any part of this Agreement is found invalid by a court of competent jurisdiction or is in conflict with any such valid and applicable Law, the Parties shall negotiate in good faith to appropriately amend this Agreement so that the revised Agreement accomplishes as nearly as possible the terms and conditions that existed under this Agreement upon the date of execution or most recent amendment without regard to the existence of said court order or legal conflict.

15.

Accurate Reporting

15.1 All financial settlements, billings, or reports rendered by either Party to the other under the terms of this Agreement and any amendments thereto will, to the best of the knowledge and belief of the Party rendering such settlement, billing, or report, properly reflect the facts about all activities and transactions related to this Agreement, which data may be relied upon as being complete and accurate in any further recording and reporting made by such other Party for whatever purpose. Each Party shall promptly notify the other Party at any time it has reason to believe that the above-mentioned data is no longer accurate and complete.

16.

Enforceable Right

16.1 It is expressly understood that this Agreement is for the sole benefit of CARRIER and SHIPPER and their permitted successors and assigns, and nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement will not be construed as a third-party beneficiary contract.

17.

Assignment and Succession

17.1 The terms, provisions and conditions of this Agreement shall extend to be binding upon, and inure to the benefit of the Parties, their respective successors, permitted assigns and legal representatives. No Party may make any assignment or other transfer of the rights and/or obligations under this Agreement without the prior written consent of the other Party hereto, such approval to not be unreasonably withheld, except that such consent is not required in the event of an assignment: (i) by any Party, to the successor of such Party when such succession results by way of merger, consolidation, sale or transfer of all or substantially all of the assets and business of such Party related to this Agreement (whether directly or indirectly), (ii) by SHIPPER, to an Affiliate of SHIPPER or (iii) by CARRIER, to an Affiliate of CARRIER. In the instance of any assignment permitted hereunder, the assignor shall be released of further liability hereunder only upon the execution of an assignment and assumption document reasonably acceptable to the other Parties. Any assignment or other transfer in contravention of the terms and provisions of this Agreement shall be void and of no force or effect.

18.

Waiver

18.1 Any rights of either Party to require strict performance by the other Party of any and/or all obligations imposed on such Party by this Agreement shall not in any way be affected by previous waiver, forbearance or course of dealing.

19.

Entire Agreement; Amendment

19.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations, or warranties between the Parties other than those expressly set forth or referred to herein. This Agreement may be modified or amended only in a writing executed by both Parties.

20.

Independent Contractor Status

20.1 Should either Party perform work for the other pursuant to this Agreement, it shall perform such work as an independent contractor and shall not be deemed to be an agent or employee of the other.

21.

Headings

21.1 The headings in this Agreement are for the purpose of reference only and shall not limit or define the meaning hereof.

22.

Dispute Resolution

22.1 When a dispute has arisen and negotiations between regularly responsible Persons have reached an impasse, either Party may give the other Party written notice of the dispute. In the event such notice is given, the Parties shall attempt to resolve the dispute promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the Persons with direct responsibility for the matter. Within 30 days after delivery of the notice, the receiving Party shall submit to the other a written response. Thereafter, the executives shall confer in Person or by telephone promptly to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other shall be honored.

22.2 In the event the executives cannot resolve the dispute within 60 days after the receiving Party submits its written response pursuant to Section 22.1 , the Parties may exercise any rights they have at law or in equity to resolve such claim, dispute or controversy, including bringing a claim in a court of competent jurisdiction. Any action brought in connection with this Agreement shall be brought in the U.S. federal district court sitting in Chicago, Illinois, and the Parties hereto hereby irrevocably consent to the jurisdiction and venue of such courts. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

23.

DAMAGES

23.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY HERETO FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF PRODUCTION OR OTHER DAMAGES ATTRIBUTABLE TO BUSINESS INTERRUPTION) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

24.

Governing Law

24.1 This Agreement is subject to all laws, rules and regulations of any federal, state or local Government Authority having jurisdiction thereof. This Agreement and the rights and duties of the Parties arising out of this Agreement shall be governed by and construed, enforced, and performed in accordance with the laws of the State of Illinois, as the same may be amended from time to time, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Illinois.

25.

Notice

25.1 Any notice, request, instruction, waiver or other communication to be given hereunder by any Party shall be in writing and shall be considered duly delivered if personally delivered, sent overnight by first class mail (postage prepaid) or by reputable courier service (charges prepaid) or sent by facsimile to the addresses of the Parties as follows:

SHIPPER:

BP Products North America Inc.

Address

30 South Wacker Dr., Suite 900 Chicago, IL 60606

Attn:

Contracts Manager

Fax:

1-866-546-0664

CARRIER:

BP Midstream Partners LP

Address

30 South Wacker Dr., Suite 9S Chicago, IL 60606

Attn:

Chief Development Officer

Fax:

1-312-594-2133

or at such other address as either Party may designate by written notice.

26.

Counterparts

26.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, provided that identical counterparts of same are executed by SHIPPER and CARRIER.

27.

Severability

27.1 Subject to Section 14.4 , the invalidity of any one or more covenants or provisions of this Agreement shall not affect the validity of any other provisions hereof or of this Agreement as a whole, and in case of any such invalidity, this Agreement shall be construed to the maximum extent possible as if such invalid provision had not been included herein.

28.

Anti-Corruption Obligation

28.1 Notwithstanding anything to the contrary herein, both Parties agree to comply with, and use reasonable efforts to ensure that any third parties used by them to fulfill the Parties’ respective obligations under the Agreement will comply with all applicable Laws relating to anti-bribery, anti-corruption, and anti-money laundering applicable to any of the Parties or their Affiliates, including the US Foreign Corrupt Practices Act, the UK Bribery Act, the Corruption of Foreign Public Officials Act, and any other applicable country legislation implementing the Organisation for Economic Co-operation and Development’s Convention for Combating Bribery of Foreign Public Officials in International Business Transactions (collectively, the “ Anti-Bribery Laws ”). No director, officer, employee or agent of either Party shall give or receive any commission, fee, rebate, kickback, lavish gift or entertainment, or other things of significant cost or value to any director, officer, employee, or agent of the other Party in connection with the Agreement. Each Party’s financial settlements, billings and reports made in connection with the Agreement shall accurately, fairly and in reasonable detail reflect the relevant transactions in each Party’s books and accounts. In connection with the performance of the Agreement, neither Party shall, directly or indirectly, pay, offer, give, promise, or authorize the payment of, any monies or other things of value to any government official or an officer or employee of a government or any department, agency or instrumentality of any government; an officer or employee of a public international organization; any Person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; any political party or official thereof or any candidate for political office; or any other Person at the suggestion, request or direction or for the benefit of any of the above-described Persons, or engage in acts or transactions otherwise in violation of the Anti-Bribery Laws. If either Party fails to comply with any of the provisions

of this Section 28 (or gives the other Party reasonable grounds to believe it is in breach of the provisions of this Section 28 ), the other Party (without prejudice to any other rights and remedies it may have under the Agreement) shall be entitled to terminate the Agreement.

29.

Not to be Construed Against Drafter

29.1 THE PARTIES ACKNOWLEDGE THAT THEY EACH HAVE HAD AN ADEQUATE OPPORTUNITY TO REVIEW EACH AND EVERY PROVISION CONTAINED IN THIS AGREEMENT AND TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW AND COMMENT, INCLUDING EXPRESSLY BUT WITHOUT LIMITATION THE WAIVERS AND INDEMNITIES CONTAINED IN THIS AGREEMENT. BASED ON SAID REVIEW AND CONSULTATION, THE PARTIES AGREE WITH EACH AND EVERY TERM CONTAINED IN THIS AGREEMENT AND THAT EACH AND EVERY TERM IS CONSPICUOUS. BASED ON THE FOREGOING, THE PARTIES AGREE THAT THE RULE OF CONSTRUCTION THAT A CONTRACT BE CONSTRUED AGAINST THE DRAFTER, IF ANY, SHALL NOT BE APPLIED IN THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT.

30.

Interpretive Provisions

30.1 In this Agreement, words importing the singular include the plural and vice versa. Except where otherwise expressly provided or unless the context otherwise necessarily requires: (a) reference to Laws shall mean such Laws as in effect as amended or modified as of the date on which the reference is made, or performance and/or compliance is required; (b) reference to a given agreement or instrument is a reference to that agreement or instrument as originally executed, and as modified, amended, supplemented and restated through the date as of which reference is made to that agreement or instrument or performance is required under that agreement or instrument; (c) “includes”, “including” or any other variant thereof means “including, without limitation,”; (d) the phrase “and/or” shall be deemed to mean the words both preceding and following such phrase, or either of them; (e) reference to a Person includes its heirs, executors, administrators, successors and permitted assigns; (f) unless otherwise indicated, whenever this Agreement refers to a number of days, such number shall refer to calendar days; and (g) any pronoun includes the corresponding masculine, feminine or neuter forms. The words “will” and “shall” are used interchangeably throughout this Agreement; the use of either connotes a mandatory requirement; and the use of one or the other will not mean a different degree of right or obligation for either Party.

* * * * * *

IN WITNESS WHEREOF, this Agreement is executed on the date set forth below the respective execution lines, but effective as of the Effective Date.


SHIPPER:

BP Products North America Inc.

By:

Name:

Title:

Date:
CARRIER:

BP Midstream Partners LP, By: BP Midstream Partners GP LLC, its general partner

By:

Name:

Title:

Date:

Signature Page to the Throughput and Deficiency Agreement

Exhibit 10.9

Execution Version v. (i)

THROUGHPUT AND DEFICIENCY AGREEMENT

RECITALS:

WHEREAS , CARRIER’s wholly owned subsidiary, BP River Rouge Pipeline Company LLC, is the owner of the River Rouge Pipeline System, which is currently used to transport petroleum products from SHIPPER’s refinery in Whiting, Indiana to various third-party owned terminals along the River Rouge Pipeline System and terminating at River Rouge, Michigan; and

WHEREAS , SHIPPER and CARRIER desire to enter into an arrangement under the terms of which SHIPPER will agree to utilize the River Rouge Pipeline System to transport and guarantee a minimum volume of Product throughput according to CARRIER’s tariff specifications and to make a Deficiency Payment each Month that the Minimum Monthly Volume Requirement is not satisfied.

NOW THEREFORE , in consideration of the premises, and the benefits to be derived therefrom by both Parties, it is agreed as follows:

Definitions

1.1 For purposes of this Agreement, the following terms shall have the meanings indicated below:

Actual Shipments : means the actual volume of Product tendered by SHIPPER and transported on the River Rouge Pipeline System.

Agreement : has the meaning set forth in the preamble hereto.

Anti-Bribery Laws : has the meaning set forth in Section 28.1 .

Anti-Corruption Obligation : has the meaning set forth in Section 28.1 .

Barrel : means 42 United States standard gallons of Product at 60 degrees Fahrenheit.

CARRIER : has the meaning set forth in the preamble hereto.

CARRIER Event of Default ” has the meaning set forth in Section 9.2 .

Contract Rate : means the applicable Tariff rate set forth in the Tariff for Product movements on the River Rouge Pipeline System as filed in the Tariff, and as accepted by FERC from time to time.

(a) The volume amount by which the Actual Shipments during a Month are less than the Minimum Monthly Volume Requirement for such Month; and

(b) The Deficiency Rate.

Deficiency Rate : means 131.23 cents per Barrel as of the Startup Date, and will be subject to the equivalent adjustments of the Contract Rate, which includes, but not limited to, adjustments in accordance with any FERC methodology then in effect, and in the event FERC ceases to be the adjusting authority or the methodology is changed, such adjustments, if any, made under the successor entity or methodology.

Delivery Point : means the applicable delivery points to various third-party owned terminals along the River Rouge Pipeline System.

Effective Date : has the meaning set forth in the preamble hereto.

FERC : means the United States Federal Energy Regulatory Commission and any successor to its power, duties or jurisdiction.

Force Majeure : has the meaning set forth in Section 11.1 .

General Partner : means the general partner of BP Midstream Partners LP.

Laws : means any statute, code, rule, regulation, order, ordinance, judgment, writ, injunction, requirement, decree or other pronouncement of any Governmental Authority having the effect of law.

Minimum Daily Volume Commitment : means 60,000 Barrels per day.

Minimum Monthly Volume Requirement : means a minimum monthly throughput during each Month equal to the product of (a) the Minimum Daily Volume Commitment and (b) the number of calendar days in the applicable Month; provided that if shipments on the River Rouge Pipeline System are subject to prorationing under the Tariff in a Month then the Minimum Monthly Volume Requirement for such Month shall be reduced by the number of SHIPPER’s Barrels prorated when such proration is in effect; provided further that if SHIPPER’s obligations are suspended for all or any portion of a Month pursuant to Section 11 , item (b) in the calculation of Minimum Monthly Volume Requirement for any such Month shall be reduced by the number of calendar days during which such suspension is in effect; and provided further that, if the Startup Date occurs on a date other than the first calendar day of a Month, item (b) in the calculation of Minimum Monthly Volume Requirement for such Month shall be calculated according to the number of calendar days between, and including, the Startup Date and the last calendar day of the Month in which the Startup Date occurs.

Origin Point : means the origination point of the River Rouge Pipeline System at Whiting, Indiana.

Partnership Change of Control : means BP Pipelines (North America) Inc. ceases to control (directly or indirectly) the General Partner.

Party and Parties : have the meanings set forth in the preamble hereto.

Prepaid Shipments : has the meaning set forth in Section 3.3 .

Product : means “Petroleum Products” as defined and set forth in the Tariff.

Reference Rate : means 2% (two percent) per annum.

River Rouge Pipeline System : means the pipeline system owned by CARRIER’s wholly owned subsidiary, BP River Rouge Pipeline Company LLC, which is used to transport Product from the Origin Point to the applicable Delivery Points along the pipeline and terminating at River Rouge, Michigan.

SHIPPER : has the meaning set forth in the preamble hereto.

SHIPPER Cure Period : has the meaning set forth in Section 9.1.2.

SHIPPER Event of Default : has the meaning set forth in Section 9.1 .

Startup Date : means October 1, 2017.

Tariff : means CARRIER’s FERC Tariff No. 282.11.0 for shipments of Product from the Origin Point to the applicable Delivery Point, as filed by CARRIER and accepted by FERC, together with the published rules and regulations applicable to such shipments, and as further adopted, amended, modified and superseded from time to time (subject to acceptance by FERC).

Term : has the meaning set forth in Section 4.1 .

True-Up : means the lesser of (a) or (b) will be credited back to the SHIPPER within sixty (60) days after the end of each calendar year during the Term:

(a) the total dollar amount paid to CARRIER by SHIPPER of the monthly Deficiency Payments during the calendar year

(b) the total dollar amount paid to CARRIER by SHIPPER for Actual Shipments shipped by SHIPPER in excess of the applicable Minimum Monthly Volume Requirement during the calendar year.

River Rouge Pipeline System

2.1 CARRIER, at its sole cost and expense, shall operate and maintain, or cause to be operated and maintained, the River Rouge Pipeline System in a safe, efficient and economical manner and in accordance with the Tariff and all applicable Laws.

Monthly Volume Requirements

3.1 For each Month during the Term, as compensation for transportation of the Product along the River Rouge Pipeline System, SHIPPER agrees either to (a) ship at least the Minimum Monthly Volume Requirement through the River Rouge Pipeline System and to pay CARRIER for such shipments at a rate equal to the applicable Contract Rate or (b) make the appropriate Deficiency Payment to the extent that SHIPPER’s Actual Shipments for any such Month do not equal or exceed the Minimum Monthly Volume Requirement. If, during any Month during the Term, CARRIER is unable to accept for transportation and delivery, within a reasonable period of time during such Month, reasonable bona fide tenders of Product by SHIPPER, or caused to be made by SHIPPER, due to lack of space in the River Rouge Pipeline System or any other cause, the volume of Product actually tendered by SHIPPER during such Month but which CARRIER is unable to accept shall be credited hereunder to SHIPPER’s Actual Shipments for purposes of determining any Deficiency Payments.

Term

Tariffs

5.1 In consideration for SHIPPER committing to the Minimum Daily Volume Commitment for the Term, CARRIER, subject to this Section 5 , will maintain the Tariff in effect during the Term.

(a) The Contract Rate will be the applicable Tariff rate in effect as of the Startup Date.

(b) CARRIER intends to operate the River Rouge Pipeline System as a FERC-regulated pipeline, and notwithstanding anything contained herein, each Party shall continue to have any and all legal rights granted to it with respect to FERC rules and regulations as in effect from time to time. The rates set forth in the Tariff, including the Contract Rate, will be subject to adjustments in accordance with any FERC methodology then in effect, and in the event FERC ceases to be the adjusting authority or the methodology is changed, such adjustments, if any, shall be made under the successor entity or methodology.

Monthly Billings

6.1 CARRIER shall invoice SHIPPER monthly, and SHIPPER shall pay, for all Actual Shipments at the applicable Contract Rate in accordance with the terms of the Tariff and this Agreement; provided that any invoicing and payment for any Deficiency Payment shall be as set forth in Section 3 hereof.

Audit Rights

Liability

8.1 Liability for any loss of or damage to the Product, or delay in transportation of the Product, shall be as set forth in and subject to the terms of the Tariff.

Events of Default

9.1 Events of Default by SHIPPER . The occurrence of any of the following events shall constitute a “ SHIPPER Event of Default ”:

9.2 Events of Default by CARRIER . The occurrence of any of the following shall constitute a “ CARRIER Event of Default ”:

10.

Remedies

11.

Force Majeure

military authority, or any Person purporting to act therefor; (b) insurrections, wars, rebellion, riots, strikes, or labor difficulties; (c) action of the elements or accidental disruption or breakdown of production or transportation facilities; and (d) any other cause, whether or not of the same class or kind, beyond the reasonable control of a Party with the exercise of reasonable diligence and not resulting from the claiming Party’s negligence. It is understood and agreed the settlement of strikes or differences with workers shall be entirely within the discretion of the Party affected by the Force Majeure event.

11.2 In the event CARRIER is rendered unable by reason of Force Majeure to provide the transportation services contemplated hereunder, such obligations of CARRIER, insofar as they are prevented or curtailed by such Force Majeure, and SHIPPER’s obligations pursuant to Section 3.1 to either ship the Minimum Monthly Volume Requirement or make the appropriate Deficiency Payment, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as practicable be remedied with all reasonable dispatch and exigency. For the avoidance of doubt, in any event where the River Rouge Pipeline System is no longer available for use, CARRIER shall not be required to furnish additional or alternate facilities, in which case SHIPPER shall not be obligated to make any further payments hereunder except for payments due and owing for transportation on the River Rouge Pipeline System previously rendered.

12.

Apportionment

12.1 Any prorationing of shipments for transportation on the River Rouge Pipeline System shall be as set forth in the Tariff, as may be further amended, modified, and superseded by CARRIER from time to time.

13.

Sampling, Testing and Metering

14.

Common Carrier; Compliance with Laws

14.1 It is understood that the River Rouge Pipeline System will be operated as an interstate common carrier pipeline, and the Parties’ rights and obligations hereunder shall be subject to (a) all applicable and valid Laws related to common carrier pipelines and (b) the terms and provisions of the Tariff applicable to the transportation services provided hereunder. If SHIPPER’s right under this Agreement to ship on the River Rouge Pipeline System during any Month is prorated under the terms and conditions of the applicable and valid Laws related to common carrier pipelines or the terms and provisions of the Tariff, then the Minimum Monthly Volume Requirement used in calculating any Deficiency Payment obligations for such Month shall be reduced by the number of Barrels prorated when such proration was in effect during the Month.

14.3 Both Parties shall, in carrying out the terms and provisions hereof, abide by all present and future applicable and valid Laws of any Governmental Authority having jurisdiction.

15.

Accurate Reporting

16.

Enforceable Right

17.

Assignment and Succession

18.

Waiver

19.

Entire Agreement; Amendment

20.

Independent Contractor Status

21.

Headings

21.1 The headings in this Agreement are for the purpose of reference only and shall not limit or define the meaning hereof.

22.

Dispute Resolution

22.1 When a dispute has arisen and negotiations between regularly responsible Persons have reached an impasse, either Party may give the other Party written notice of the

dispute. In the event such notice is given, the Parties shall attempt to resolve the dispute promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the Persons with direct responsibility for the matter. Within 30 days after delivery of the notice, the receiving Party shall submit to the other a written response. Thereafter, the executives shall confer in Person or by telephone promptly to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other shall be honored.

23.

DAMAGES

24.

Governing Law

25.

Notice

SHIPPER:

BP Products North America Inc.

Address

30 South Wacker Dr., Suite 900

Chicago, IL 60606

Attn:

Contracts Manager

Fax:

1-866-546-0664

CARRIER:

BP Midstream Partners LP

Address

30 South Wacker Dr., Suite 9S

Chicago, IL 60606

Attn:

Chief Development Officer

Fax:

1-312-594-2133

or at such other address as either Party may designate by written notice.

26.

Counterparts

27.

Severability

28.

Anti-Corruption Obligation

government or of any public international organization; any political party or official thereof or any candidate for political office; or any other Person at the suggestion, request or direction or for the benefit of any of the above-described Persons, or engage in acts or transactions otherwise in violation of the Anti-Bribery Laws. If either Party fails to comply with any of the provisions of this Section 28 (or gives the other Party reasonable grounds to believe it is in breach of the provisions of this Section 28 ), the other Party (without prejudice to any other rights and remedies it may have under the Agreement) shall be entitled to terminate the Agreement.

29.

Not to be Construed Against Drafter

30.

Interpretive Provisions

* * * * * *

IN WITNESS WHEREOF, this Agreement is executed on the date set forth below the respective execution lines, but effective as of the Effective Date.


SHIPPER:

BP Products North America Inc.

By:

Name:

Title:

Date:
CARRIER:

BP Midstream Partners LP, By: BP Midstream Partners GP LLC, its general partner

By:

Name:

Title:

Date:

Signature Page to the Throughput and Deficiency Agreement

Exhibit 10.10

Execution Version v. (i)

THROUGHPUT AND DEFICIENCY AGREEMENT

RECITALS:

WHEREAS , CARRIER’s wholly owned subsidiary, BP D-B Pipeline Company LLC, is the owner of the D-B Pipeline System, which is currently used to transport diluent from Black Oak Junction in Gary, Indiana to a third-party owned pipeline in Manhattan, Illinois; and

WHEREAS , SHIPPER and CARRIER desire to enter into an arrangement under the terms of which SHIPPER will agree to utilize the D-B Pipeline System to transport and guarantee a minimum volume of Product throughput according to CARRIER’s tariff specifications and to make a Deficiency Payment each Month that the Minimum Monthly Volume Requirement is not satisfied.

NOW THEREFORE , in consideration of the premises, and the benefits to be derived therefrom by both Parties, it is agreed as follows:

Definitions

1.1 For purposes of this Agreement, the following terms shall have the meanings indicated below:

Actual Shipments : means the actual volume of Product tendered by SHIPPER and transported on the D-B Pipeline System.

Agreement : has the meaning set forth in the preamble hereto.

Anti-Bribery Laws : has the meaning set forth in Section 28.1 .

Anti-Corruption Obligation : has the meaning set forth in Section 28.1 .

Barrel : means 42 United States standard gallons of Product at 60 degrees Fahrenheit.

CARRIER : has the meaning set forth in the preamble hereto.

CARRIER Event of Default ” has the meaning set forth in Section 9.2 .

Contract Rate : means the applicable Tariff rate set forth in the Tariff for Product movements on the D-B Pipeline System as filed in the Tariff, and as accepted by FERC from time to time.

D-B Pipeline System : means the pipeline system owned by CARRIER’s wholly owned subsidiary, BP D-B Pipeline Company LLC, which is used to transport Product from the Origin Point to the Delivery Point.

(a) The volume amount by which the Actual Shipments during a Month are less than the Minimum Monthly Volume Requirement for such Month; and

(b) The Contract Rate.

Delivery Point : means the delivery point of the D-B Pipeline System at Manhattan, Illinois.

Effective Date : has the meaning set forth in the preamble hereto.

FERC : means the United States Federal Energy Regulatory Commission and any successor to its power, duties or jurisdiction.

Force Majeure : has the meaning set forth in Section 11.1 .

General Partner : means the general partner of BP Midstream Partners LP.

Laws : means any statute, code, rule, regulation, order, ordinance, judgment, writ, injunction, requirement, decree or other pronouncement of any Governmental Authority having the effect of law.

Minimum Daily Volume Commitment : means 20,000 Barrels per day.

Pipeline System are subject to prorationing under the Tariff in a Month then the Minimum Monthly Volume Requirement for such Month shall be reduced by the number of SHIPPER’s Barrels prorated when such proration is in effect; provided further that if SHIPPER’s obligations are suspended for all or any portion of a Month pursuant to Section 11 , item (b) in the calculation of Minimum Monthly Volume Requirement for any such Month shall be reduced by the number of calendar days during which such suspension is in effect; and provided further that, if the Startup Date occurs on a date other than the first calendar day of a Month, item (b) in the calculation of Minimum Monthly Volume Requirement for such Month shall be calculated according to the number of calendar days between, and including, the Startup Date and the last calendar day of the Month in which the Startup Date occurs.

Origin Point : means the origination point of the D-B Pipeline System at Gary, Indiana.

Partnership Change of Control : means BP Pipelines (North America) Inc. ceases to control (directly or indirectly) the General Partner.

Party and Parties : have the meanings set forth in the preamble hereto.

Prepaid Shipments : has the meaning set forth in Section 3.3 .

Product : means “Diluent” as defined and set forth in the Tariff .

Reference Rate : means 2% (two percent) per annum.

SHIPPER : has the meaning set forth in the preamble hereto.

SHIPPER Cure Period : has the meaning set forth in Section 9.1.2.

SHIPPER Event of Default : has the meaning set forth in Section 9.1.

Startup Date : means October 1, 2017.

Tariff : means CARRIER’s FERC Tariff No. 280.9.0 for shipments of Product from the Origin Point to the Delivery Point, as filed by CARRIER and accepted by FERC, together with the published rules and regulations applicable to such shipments, and as further adopted, amended, modified and superseded from time to time (subject to acceptance by FERC).

Term : has the meaning set forth in Section 4.1 .

True-Up : means the lesser of (a) or (b) will be credited back to the SHIPPER within sixty (60) days after the end of each calendar year during the Term:

(a) the total dollar amount paid to CARRIER by SHIPPER of the monthly Deficiency Payments during the calendar year

(b) the total dollar amount paid to CARRIER by SHIPPER for Actual Shipments shipped by SHIPPER in excess of the applicable Minimum Monthly Volume Requirement during the calendar year.

D-B Pipeline System

2.1 CARRIER, at its sole cost and expense, shall operate and maintain, or cause to be operated and maintained, the D-B Pipeline System in a safe, efficient and economical manner and in accordance with the Tariff and all applicable Laws.

Monthly Volume Requirements

3.1 For each Month during the Term, as compensation for transportation of the Product along the D-B Pipeline System, SHIPPER agrees either to (a) ship at least the Minimum Monthly Volume Requirement through the D-B Pipeline System and to pay CARRIER for such shipments at a rate equal to the Contract Rate or (b) make the appropriate Deficiency Payment to the extent that SHIPPER’s Actual Shipments for any such Month do not equal or exceed the Minimum Monthly Volume Requirement. If, during any Month during the Term, CARRIER is unable to accept for transportation and delivery, within a reasonable period of time during such Month, reasonable bona fide tenders of Product by SHIPPER, or caused to be made by SHIPPER, due to lack of space in the D-B Pipeline System or any other cause, the volume of Product actually tendered by SHIPPER during such Month but which CARRIER is unable to accept shall be credited hereunder to SHIPPER’s Actual Shipments for purposes of determining any Deficiency Payments.

Term

Tariffs

5.1 In consideration for SHIPPER committing to the Minimum Daily Volume Commitment for the Term, CARRIER, subject to this Section 5 , will maintain the Tariff in effect during the Term.

(a) On the Startup Date, the Contract Rate will be set at 102.24 cents per Barrel.

(b) CARRIER intends to operate the D-B Pipeline System as a FERC-regulated pipeline, and notwithstanding anything contained herein, each Party shall continue to have any and all legal rights granted to it with respect to FERC rules and regulations as in effect from time to time. The rates set forth in the Tariff, including the Contract Rate, will be subject to adjustments in accordance with any FERC methodology then in effect, and in the event FERC ceases to be the adjusting authority or the methodology is changed, such adjustments, if any, shall be made under the successor entity or methodology.

Monthly Billings

Audit Rights

Liability

8.1 Liability for any loss of or damage to the Product, or delay in transportation of the Product, shall be as set forth in and subject to the terms of the Tariff.

Events of Default

9.1 Events of Default by SHIPPER . The occurrence of any of the following events shall constitute a “ SHIPPER Event of Default ”:

9.2 Events of Default by CARRIER . The occurrence of any of the following shall constitute a “ CARRIER Event of Default ”:

10.

Remedies

11.

Force Majeure

11.2 In the event CARRIER is rendered unable by reason of Force Majeure to provide the transportation services contemplated hereunder, such obligations of CARRIER, insofar as they are prevented or curtailed by such Force Majeure, and SHIPPER’s obligations pursuant to Section 3.1 to either ship the Minimum Monthly Volume Requirement or make the appropriate Deficiency Payment, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as practicable be remedied with all reasonable dispatch and exigency. For the avoidance of doubt, in any event where the D-B Pipeline System is no longer available for use, CARRIER shall not be required to furnish additional or alternate facilities, in which case SHIPPER shall not be obligated to make any further payments hereunder except for payments due and owing for transportation on the D-B Pipeline System previously rendered.

12.

Apportionment

12.1 Any prorationing of shipments for transportation on the D-B Pipeline System shall be as set forth in the Tariff, as may be further amended, modified, and superseded by CARRIER from time to time.

13.

Sampling, Testing and Metering

14.

Common Carrier; Compliance with Laws

14.1 It is understood that the D-B Pipeline System will be operated as an interstate common carrier pipeline, and the Parties’ rights and obligations hereunder shall be subject to (a) all applicable and valid Laws related to common carrier pipelines and (b) the terms and provisions of the Tariff applicable to the transportation services provided hereunder. If SHIPPER’s right under this Agreement to ship on the D-B Pipeline System during any Month is prorated under the terms and conditions of the applicable and valid Laws related to common carrier pipelines or the terms and provisions of the Tariff, then the Minimum Monthly Volume Requirement used in calculating any Deficiency Payment obligations for such Month shall be reduced by the number of Barrels prorated when such proration was in effect during the Month.

14.3 Both Parties shall, in carrying out the terms and provisions hereof, abide by all present and future applicable and valid Laws of any Governmental Authority having jurisdiction.

15.

Accurate Reporting

16.

Enforceable Right

17.

Assignment and Succession

18.

Waiver

19.

Entire Agreement; Amendment

20.

Independent Contractor Status

21.

Headings

21.1 The headings in this Agreement are for the purpose of reference only and shall not limit or define the meaning hereof.

22.

Dispute Resolution

23.

DAMAGES

24.

Governing Law

25.

Notice

SHIPPER:

BP Products North America Inc.

Address

30 South Wacker Dr., Suite 900 Chicago, IL 60606

Attn:

Contracts Manager

Fax:

1-866-546-0664

CARRIER:

BP Midstream Partners LP

Address

30 South Wacker Dr., Suite 9S Chicago, IL 60606

Attn:

Chief Development Officer

Fax:

1-312-594-2133

or at such other address as either Party may designate by written notice.

26.

Counterparts

27.

Severability

28.

Anti-Corruption Obligation

29.

Not to be Construed Against Drafter

30.

Interpretive Provisions

* * * * * *

IN WITNESS WHEREOF, this Agreement is executed on the date set forth below the respective execution lines, but effective as of the Effective Date.


SHIPPER:

BP Products North America Inc.

By:

Name:

Title:

Date:
CARRIER:

BP Midstream Partners LP, By: BP Midstream Partners GP LLC, its general partner

By:

Name:

Title:

Date: