Phillips 66 Sample Contracts

Phillips 66 – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2019 (August 1st, 2019)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 30, 2019, among PHILLIPS 66, a Delaware corporation (the “Borrower”), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor”), the several banks and financial institutions from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

Phillips 66 – NEWS RELEASE (July 26th, 2019)

HOUSTON, July 26, 2019 – Phillips 66 (NYSE: PSX) and Phillips 66 Partners (PSXP or Partnership) (NYSE: PSXP) today announced execution of a definitive agreement to eliminate all of Phillips 66’s incentive distribution rights (IDRs) and general partner (GP) economic interests in PSXP in exchange for 101 million newly issued PSXP common units. The newly issued PSXP common units have a total equity value of approximately $5.4 billion based on the PSXP common unit closing price of $53.95 on July 25, 2019, or $5.2 billion based on a 30-day volume weighted average price of $51.18. Using forecasted 2020 GP/IDR cash flow, these equity values represent multiples of 16.7x and 15.8x, respectively. This transaction is expected to be accretive to PSXP distributable cash flow per common unit by the fourth quarter of 2020. Following the close of the transaction, Phillips 66 will hold a non-economic GP interest in PSXP and own approximately 170 million PSXP common units, representing approximately 75%

Phillips 66 – First Amendment to the Phillips 66 Defined Contribution Make-Up Plan (Title II) (April 30th, 2019)
Phillips 66 – PHILLIPS 66 Terms & Conditions For [•] Restricted Stock Program (February 22nd, 2019)

This document applies to Awards made under the Restricted Stock Program (“Program”) provided under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves the right to discontinue or change this Program at any time.

Phillips 66 – PHILLIPS 66 Terms & Conditions For [•] Stock Option Program (February 22nd, 2019)

This document applies to Awards made under the Stock Option Program (“Program”) provided under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves the right to discontinue or change this Program at any time.

Phillips 66 – PHILLIPS 66 Terms & Conditions For Performance Share Program - Performance Period –[•] (February 22nd, 2019)

This document applies to Awards made under the Performance Share Program (“Program”) for the Performance Period ([•]) provided under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves the right to discontinue or change this Program at any time.

Phillips 66 – CONSENT AND SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC (July 27th, 2018)

This Consent and Second Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of June 1, 2018, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), Phillips 66 Company, a Delaware corporation (“P66Co”), and WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”; P66Co and WesTTex 66 are collectively, the “Class P Members”; the Class P Members and the Class C Member are collectively, the “Members”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “LLC Agreement”).

Phillips 66 – PHILLIPS 66 Floating Rate Senior Notes due 2021 Fully and Unconditionally Guaranteed by PHILLIPS 66 COMPANY (March 1st, 2018)

One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of March 12, 2012 (the “Indenture”), among Phillips 66, as issuer (the “Company”), Phillips 66 Company, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as follows:

Phillips 66 – PHILLIPS 66 3.900% Senior Notes due 2028 Fully and Unconditionally Guaranteed by PHILLIPS 66 COMPANY (March 1st, 2018)

One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of March 12, 2012 (the “Indenture”), among Phillips 66, as issuer (the “Company”), Phillips 66 Company, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as follows:

Phillips 66 – UNDERWRITING AGREEMENT (March 1st, 2018)
Phillips 66 – CONSENT AND FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC (February 23rd, 2018)

This Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of December 31, 2017, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), Phillips 66 Company, a Delaware corporation (“P66Co”), Phillips Chemical Holdings LLC (formerly Phillips Chemical Holdings Company), a Delaware limited liability company (“Chemical Holdings”), WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”; P66Co, Chemical Holdings, and WesTTex 66 are collectively, the “Class P Members”; the Class P Members and the Class C Member are collectively, the “Members”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “LLC Agreement”).

Phillips 66 – STOCK PURCHASE AND SALE AGREEMENT (February 14th, 2018)

This STOCK PURCHASE AND SALE AGREEMENT (the “AGREEMENT’) is entered into on the 13th day of February 2018, by and among Berkshire Hathaway Inc., a Delaware corporation (the “STOCKHOLDER”), National Indemnity Company (“NICO”), a wholly-owned subsidiary of STOCKHOLDER and Phillips 66, a Delaware corporation (the “COMPANY”).

Phillips 66 – Phillips 66 and Berkshire Hathaway Announce Share Repurchase Agreement (February 14th, 2018)

HOUSTON, TX/OMAHA, NE Feb. 13, 2018 – Phillips 66 (NYSE: PSX) announces it has agreed to repurchase 35 million shares of Phillips 66 common stock from a wholly-owned subsidiary of Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) for $93.725 per share. This $3.3 billion repurchase is expected to close on Feb. 14, 2018.

Phillips 66 – SPECIAL ITEMS INCLUDED IN NET INCOME (AFTER-TAX) Millions of Dollars 2017 2016 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Midstream Pending claims and settlements — — 23 — 23 29 — — — 29 Impairments by equity affiliates — — — — — (4 ) — — — (4 ) Hurricane-related costs — — (3 ) (3 ) (6 ) — — — — — Certain tax impacts — — — — — — — — (13 ) (13 ) Equity affiliate ownership restructuring — — — — — — — — (21 ) (21 ) Pension settlement expense — (5 ) (2 ) — (7 ) — — — — — Total Midstream — (5 ) 18 (3 ) 10 25 — — (34 ) (9 ) Chemicals Impairments by equity affiliates (20 (February 2nd, 2018)
Phillips 66 – SPECIAL ITEMS INCLUDED IN NET INCOME ATTRIBUTABLE TO PHILLIPS 66 (AFTER-TAX) Millions of Dollars 2017 2016 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Midstream Pending claims and settlements — — 23 23 29 — — — 29 Impairments by equity affiliates — — — — (4 ) — — — (4 ) Hurricane- related costs — — (3 ) (3 ) — — — — — Certain tax impacts — — — — — — — (13 ) (13 ) Equity affiliate ownership restructuring — — — — — — — (21 ) (21 ) Pension settlement expense — (5 ) (2 ) (7 ) — — — — — Total Midstream — (5 ) 18 13 25 — — (34 ) (9 ) Chemicals Impairments by equity affilia (October 27th, 2017)
Phillips 66 – SPECIAL ITEMS INCLUDED IN NET INCOME ATTRIBUTABLE TO PHILLIPS 66 (AFTER-TAX) Millions of Dollars 2017 2016 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Midstream Pending claims and settlements — — — 29 — — — 29 Impairments by equity affiliates — — — (4 ) — — — (4 ) Certain tax impacts — — — — — — (13 ) (13 ) Equity affiliate ownership restructuring — — — — — — (21 ) (21 ) Pension settlement expense — (5 ) (5 ) — — — — — Total Midstream — (5 ) (5 ) 25 — — (34 ) (9 ) Chemicals Impairments by equity affiliates (20 ) — (20 ) — — (89 ) — (89 ) Certain tax impacts — — — — (August 1st, 2017)
Phillips 66 – SPECIAL ITEMS INCLUDED IN NET INCOME ATTRIBUTABLE TO PHILLIPS 66 (AFTER-TAX) Millions of Dollars 2017 2016 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Midstream Pending claims and settlements — — 29 — — — 29 Impairments by equity affiliates — — (4 ) — — — (4 ) Certain tax impacts — — — — — (13 ) (13 ) Equity affiliate ownership restructuring — — — — — (21 ) (21 ) Total Midstream — — 25 — — (34 ) (9 ) Chemicals Impairments by equity affiliates (20 ) (20 ) — — (89 ) — (89 ) Certain tax impacts — — — — — 12 12 Total Chemicals (20 ) (20 ) — — (89 ) 12 (77 ) Refining Pen (April 28th, 2017)
Phillips 66 – Phillips 66 Debt Securities fully and unconditionally guaranteed by Phillips 66 Company PURCHASE AGREEMENT (April 21st, 2017)
Phillips 66 – PHILLIPS 66 and PHILLIPS 66 COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of April 21, 2017 Debt Securities (April 21st, 2017)

INDENTURE dated as of April 21, 2017 among Phillips 66, a Delaware corporation (“Parent”), Phillips 66 Company, a Delaware corporation (“P66 Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

Phillips 66 – PHILLIPS 66 Floating Rate Notes due 2019 Floating Rate Notes due 2020 Fully and Unconditionally Guaranteed by PHILLIPS 66 COMPANY (April 21st, 2017)

Two series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of April 21, 2017 (the “Indenture”), among Phillips 66, as issuer (the “Company”), Phillips 66 Company, as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as follows:

Phillips 66 – THIRD AMENDMENT TO CREDIT AGREEMENT (February 17th, 2017)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 3, 2016, amends the Credit Agreement (as amended, restated, modified or supplemented prior to the date hereof, the “Credit Agreement”) dated as of February 22, 2012 among PHILLIPS 66, a Delaware corporation (the “Borrower”), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor”), the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Phillips 66 – AMENDED AND RESTATED BY-LAWS OF PHILLIPS 66 (hereinafter called the “Corporation”) (amended and restated on February 8, 2017) (February 9th, 2017)
Phillips 66 – SPECIAL ITEMS INCLUDED IN NET INCOME ATTRIBUTABLE TO PHILLIPS 66 (AFTER-TAX) Millions of Dollars 2015 2016 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Midstream Asset dispositions — — 18 — 18 — — — — — Pending claims and settlements — — — — — 29 — — — 29 Impairments by equity affiliates — (126 ) (2 ) (104 ) (232 ) (4 ) — — — (4 ) Pension settlement expenses — — (6 ) — (6 ) — — — — — Certain tax impacts — — — (15 ) (15 ) — — — (13 ) (13 ) Equity affiliate ownership restructuring — — — — — — — — (21 ) (21 ) Total Midstream — (126 ) 10 (119 ) (235 ) 25 — — (34 ) (9 ) C (February 3rd, 2017)
Phillips 66 – PHILLIPS 66 EXECUTIVE SEVERANCE PLAN (July 29th, 2016)

The Plan was adopted for the benefit of certain employees of the Company and its Subsidiaries. All capitalized terms used herein are defined in Section 1 hereof. This Plan is intended to be a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended and shall be interpreted in a manner consistent with such intention.

Phillips 66 – SECOND AMENDMENT TO CREDIT AGREEMENT (February 20th, 2015)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 10, 2014, amends the Credit Agreement (the “Credit Agreement”) dated as of February 22, 2012 among PHILLIPS 66, a Delaware corporation (the “Borrower”), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor”), the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as amended by the First Amendment to Credit Agreement dated as of June 10, 2013.

Phillips 66 – Phillips 66 Debt Securities fully and unconditionally guaranteed by Phillips 66 Company UNDERWRITING AGREEMENT (November 17th, 2014)
Phillips 66 – PHILLIPS 66 4.650% Senior Notes due 2034 4.875% Senior Notes due 2044 Fully and Unconditionally Guaranteed by PHILLIPS 66 COMPANY (November 17th, 2014)

Two series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of March 12, 2012 (the “Indenture”), among Phillips 66, as issuer (the “Company”), Phillips 66 Company, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as follows:

Phillips 66 – FIFTH AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC (October 30th, 2014)

This Fifth Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (this “Amendment”) is dated as of September 9, 2014, by and among Phillips Gas Company (formerly known as ConocoPhillips Gas Company), a Delaware corporation (“PGC”), and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra DEFS Holding I”), and Spectra Energy DEFS Holding II, LLC, a Delaware limited liability company (“Spectra DEFS Holding II”). Spectra DEFS Holding I and Spectra DEFS Holding II are referred to herein collectively as “Spectra DEFS Holding.”

Phillips 66 – FIRST AMENDMENT TO CREDIT AGREEMENT (May 1st, 2014)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 10, 2013, amends the Credit Agreement (the “Credit Agreement”) dated as of February 22, 2012 among PHILLIPS 66, a Delaware corporation (the “Borrower”), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor”), the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Phillips 66 – First Amendment to the Phillips 66 Key Employee Change in Control Severance Plan Effective October 2, 2015 (November 8th, 2013)

The Phillips 66 Key Employee Change in Control Severance Plan, as amended and restated effective as of July 11, 2012 (Plan) is further amended effective October 2, 2015 as provided below:

Phillips 66 – SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (October 31st, 2013)

THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 27, 2013, amends the Receivables Purchase Agreement dated as of April 27, 2012 (as amended by the First Amendment to Receivables Purchase Agreement, dated as of June 27, 2013, the “Receivables Purchase Agreement”), among PHILLIPS 66 RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Seller”), PHILLIPS 66, a Delaware corporation (the “Parent”), PHILLIPS 66 COMPANY, a Delaware corporation (“Phillips 66 Co.”), as servicer and as originator, the Conduit Purchasers party thereto from time to time, the Committed Purchasers party thereto from time to time, the LC Banks party thereto from time to time, the Facility Agents party thereto from time to time and ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”).

Phillips 66 – FIRST AMENDMENT TO CREDIT AGREEMENT (August 1st, 2013)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 10, 2013, amends the Credit Agreement (the “Credit Agreement”) dated as of February 22, 2012 among PHILLIPS 66, a Delaware corporation (the “Borrower”), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor”), the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Phillips 66 – FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (August 1st, 2013)

THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 27, 2013, amends the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated as of April 27, 2012 among PHILLIPS 66 RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Seller”), PHILLIPS 66, a Delaware corporation (the “Parent”), PHILLIPS 66 COMPANY, a Delaware corporation (“Phillips 66 Co.”), as servicer and as originator, the Conduit Purchasers party thereto from time to time, the Committed Purchasers party thereto from time to time, the LC Banks party thereto from time to time, the Facility Agents party thereto from time to time and ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”).

Phillips 66 – PHILLIPS 66 CONOCOPHILLIPS LIMITED AND EES TRUSTEES LIMITED TRUST DEED AND RULES OF THE PHILLIPS 66 SHARE INCENTIVE PLAN Approved by HM Revenue & Customs Reference A109111 on 2012 (May 13th, 2013)

PHILLIPS 66 (charter number 506903) being a company incorporated under the laws of the State of Delaware, USA (hereinafter called “the Company”); AND

Phillips 66 – Dated the 4th Day of January 2013 PHILLIPS 66 IRELAND LIMITED PHILLIPS 66 WHITEGATE REFINERY LIMITED PHILLIPS 66 BANTRY BAY TERMINAL LIMITED And PLANLIFE TRUSTEE SERVICES LIMITED TRUST DEED AND RULES OF THE PHILLIPS 66 IRELAND SHARE PARTICIPATION PLAN (May 13th, 2013)