Form of Contribution Agreement

Exhibit 10.1

FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [            ], 2017 (this “Agreement”), is by and among BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), the Partnership, BP Midstream Partners Holdings LLC, a Delaware limited liability company (“BP Holdco”) and The Standard Oil Company, an Ohio corporation (“Standard Oil”).

W I T N E S S E T H

WHEREAS, the General Partner and BP Holdco formed the Partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as adopted and in effect in the State of Delaware (the “Act”) for the purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the Act and to engage in all activities and to take whatever actions as may be incident thereto;

WHEREAS, to accomplish the purpose in the preceding recital, the following actions were taken prior to the date hereof:

1.    BP Pipelines formed BP Holdco pursuant to and in accordance with the Delaware Limited Liability Company Act and made an initial capital contribution in exchange for all of the membership interests in BP Holdco;

2.    BP Holdco formed the General Partner pursuant to and in accordance with the Delaware Limited Liability Company Act and made an initial capital contribution in exchange for all of the membership interests in the General Partner; and

3.    The General Partner and BP Holdco formed the Partnership under the terms of the Act and contributed $0.00 and $100.00, respectively, in exchange for a non-economic general partner interest and a 100.0% limited partner interest, respectively, in the Partnership;

WHEREAS, BP Pipelines owns a 100.0% interest in each of BP Two Pipeline Company LLC, a Delaware limited liability company (“BP2 OpCo”), BP River Rouge Pipeline Company LLC, a Delaware limited liability company (“River Rouge OpCo”), and BP D-B Pipeline Company LLC, a Delaware limited liability company (“Diamondback OpCo”);

WHEREAS, BP Pipelines owns a 28.5% interest in Mars Oil Pipeline Company LLC, a Delaware limited liability company (“Mars”);

WHEREAS, BP Pipelines owns a 99.0% interest in Mardi Gras Transportation System Company LLC, a Delaware limited liability company (“Mardi Gras”), and Standard Oil owns a 1.0% interest in Mardi Gras;

WHEREAS, immediately prior to the completion of the initial public offering (the “IPO”) of common units of the Partnership representing limited partner interests in the Partnership to occur on the date hereof, BP Pipelines desires to contribute a 100.0% interest in each of BP2 OpCo, River Rouge OpCo and Diamondback OpCo, a 28.5% interest in Mars and a 20.0% managing member interest in Mardi Gras (together, the “Contributed Assets”) to the Partnership by (i) effecting a contribution of the Contributed Assets to BP Holdco and (ii) causing BP Holdco to contribute the Contributed Assets to the Partnership;

WHEREAS, immediately prior to the completion of the IPO, BP Pipelines, Standard Oil and the Partnership desire to enter into the Second Amended and Restated Limited Liability Company Agreement of Mardi Gras in substantially the form attached hereto as Annex A (the “Mardi Gras LLC Agreement”); and

WHEREAS, at the completion of the IPO on the date hereof, which is the Closing Date (as defined in the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of [            ], 2017 (the “Partnership Agreement”)):

1.    The Partnership desires to make a cash payment of $[            ] to BP Holdco to be paid from the proceeds of the IPO to reimburse BP Holdco for certain capital expenditures incurred with respect to the Contributed Assets pursuant to Treasury Regulation Section 1.707-4(d);

2.    The Partnership desires to redeem the initial interests of the General Partner and BP Holdco and will refund BP Holdco’s initial contribution of $100.00, as well as any interest or other profit that may have resulted from the investment or other use of such initial capital contribution to BP Holdco;

3.    The Partnership desires to issue to the General Partner (i) the General Partner Interest (as defined in the Partnership Agreement) and (ii) all of the Incentive Distribution Rights (as defined in the Partnership Agreement); [and]

4.    The Partnership desires to distribute to BP Holdco $[            ] and issue to BP Holdco [                    ] Common Units (as defined in the Partnership Agreement) and [                    ] Subordinated Units (as defined in the Partnership Agreement) representing a recapitalized [    ]% limited partner interest in the Partnership[; and

5.    Prior to the date hereof, the IPO Underwriters (as defined in the Partnership Agreement) exercised in full the Underwriters’ Option (as defined in the Partnership Agreement), and the Option Closing Date (as defined in the Partnership Agreement) shall be the same date as the Closing Date].

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

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

Signature Page to

Contribution, Assignment and Assumption Agreement

Annex A

Mardi Gras Transportation System Company LLC

Second Amended and Restated Limited Liability Company Agreement