INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF [ ], 2012Assignment and License Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT made and entered into effective as of [ ], 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillips 66, a Delaware corporation and wholly-owned subsidiary of ConocoPhillips (“Phillips 66”) (the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I or in that certain Separation and Distribution Agreement between ConocoPhillips and Phillips 66 dated as of [ ], 2012 (the “Separation and Distribution Agreement”).
TAX SHARING AGREEMENT DATED AS OF [•], 2012 BY AND AMONG CONOCOPHILLIPS, CONOCOPHILLIPS COMPANY, PHILLIPS 66, AND PHILLIPS 66 COMPANYTax Sharing Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [•], 2012, by and among ConocoPhillips, a Delaware corporation (“ConocoPhillips”), ConocoPhillips Company, a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips (“ConocoPhillips Company”), Phillips 66, a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips (“Phillips 66”), and Phillips 66 Company, a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips Company (“Phillips 66 Company”) (ConocoPhillips and Phillips 66 are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
EMPLOYEE MATTERS AGREEMENT by and between CONOCOPHILLIPS and PHILLIPS 66 dated as ofEmployee Matters Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2012, is entered into by and between ConocoPhillips, a Delaware corporation (“COP”), and Phillips 66, a Delaware corporation (“Phillips 66”). COP and Phillips 66 are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AND RELEASE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF [•], 2012Indemnification and Release Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This INDEMNIFICATION AND RELEASE AGREEMENT, made and entered into effective as of [•], 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillips 66, a Delaware corporation and wholly owned subsidiary of ConocoPhillips (“Phillips 66”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I or in the Separation and Distribution Agreement dated as of [•], 2012 (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF [•], 2012Separation and Distribution Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of [•], 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillips 66, a Delaware corporation and wholly owned subsidiary of ConocoPhillips (“Phillips 66”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC EFFECTIVE AS OF JULY 1, 2002Limited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into effective as of July 1, 2002 (the “Preferred Contribution Effective Date”) by and between ChevronTexaco Corporation, a Delaware corporation (“ChevronTexaco”), Phillips Petroleum Company, a Delaware corporation (“Phillips,” or the “Initial Phillips Member”), Chevron U.S.A. Inc., a Pennsylvania corporation (“CUSA,” or the “Initial Chevron Member”), Phillips Chemical Holdings Company (formerly Drilling Specialties Co.), a Delaware corporation (“Chemical Holdings”), WesTTex 66 Pipeline Co., a Delaware corporation (“WesTTex 66”), and Phillips Petroleum International Corporation, a Delaware corporation (“PPIC”).
THIRD AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
This Third Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of April 30, 2009 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”
TRANSITION SERVICES AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF [•], 2012Transition Services Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [•], 2012, by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”) and Phillips 66, a Delaware corporation and wholly-owned subsidiary of ConocoPhillips (“Phillips 66”). ConocoPhillips and Phillips 66 are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC by and between CONOCOPHILLIPS GAS COMPANY and DUKE ENERGY ENTERPRISES CORPORATION Dated as of July 5, 2005Limited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC, dated as of July 5, 2005, by and between CONOCOPHILLIPS GAS COMPANY, a Delaware corporation (“CPGC”), and DUKE ENERGY ENTERPRISES CORPORATION (formerly Duke Energy Field Services Corporation), a Delaware corporation (“DEFS Holding”).
CREDIT AGREEMENT among PHILLIPS 66, PHILLIPS 66 COMPANY, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., BANK OF AMERICA, N.A., and THE ROYAL BANK OF SCOTLAND PLC, Co-Syndication Agents THE BANK OF...Credit Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • New York
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 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”).
FIRST AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
This First Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC (this “Amendment”), is dated as of August 11, 2006 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Duke Energy Enterprises Corporation (formerly Duke Energy Field Services Corporation), a Delaware corporation (“DEFS Holding”).
CONSENT AGREEMENTConsent Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into effective as of , 20 by and among Chevron Corporation (formerly ChevronTexaco Corporation, a Delaware corporation (“Chevron”), [SPINCO], a [ ] (“[SpinCo]”), 1 [NEWLY FORMED SPINCO SUBSIDIARY], a [ ] (“[SpinCo Sub]”), WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”), Phillips Chemical Holdings Company (formerly Drilling Specialties Co.), a Delaware corporation (“Chemical Holdings”) and Chevron U.S.A. Inc., a Pennsylvania corporation (“CUSA,” or the “Initial Chevron Member”).
FOURTH AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
This Fourth Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of November 9, 2010 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”
FIRST AMENDMENT TO CONSENT AGREEMENTConsent Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This First Amendment to Consent Agreement (this “Amendment”), dated as of February 10, 2012, is entered into by Chevron Phillips Chemical Company LLC, a Delaware limited liability company (the “Company”), ConocoPhillips, a Delaware corporation (“ConocoPhillips”), ConocoPhillips Company, a Delaware corporation and a wholly-owned Subsidiary of ConocoPhillips (“COPCo”), Phillips Chemical Holdings Company, a Delaware corporation and a wholly-owned Subsidiary of ConocoPhillips (“Chemical Holdings”), WesTTex 66 Pipeline Company, a Delaware corporation and a wholly-owned Subsidiary of ConocoPhillips (“WesTTex 66”), Phillips Petroleum International Corporation, a Delaware corporation and a wholly-owned Subsidiary of ConocoPhillips (“PPIC” and together with COPCo, Chemical Holdings and WesTTex 66, the “Class P Members”), Chevron Corporation, a Delaware corporation (“Chevron”), and Chevron U.S.A. Inc., a Pennsylvania corporation and a wholly-owned Subsidiary of Chevron (the “Class C Member”). An
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of November 11, 2011, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation, ConocoPhillips Company, a Delaware corporation, Phillips Chemical Holdings Company, a Delaware corporation, WesTTex 66 Pipeline Company, a Delaware corporation, and Phillips Petroleum International Corporation, a Delaware corporation (collectively, the “Members”), constituting all of the members of Chevron Phillips Chemical Company LLC (the “Company”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “LLC Agreement”).
CONSENT AND FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
TERM LOAN AGREEMENT among PHILLIPS 66, PHILLIPS 66 COMPANY, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., BANK OF AMERICA, N.A., and THE ROYAL BANK OF SCOTLAND PLC, Co-Syndication Agents THE BANK OF...Term Loan Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • New York
TERM LOAN 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 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”).
SECOND AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining
This Second Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of February 1st, 2007 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLCLimited Liability Company Agreement • March 1st, 2012 • Phillips 66 • Petroleum refining • Delaware
This Third Amendment to the Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of February 10, 2012, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), ConocoPhillips Company, a Delaware corporation (“COPCo”), Phillips Chemical Holdings Company, a Delaware corporation (“Chemical Holdings”), WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”), and Phillips Petroleum International Corporation, a Delaware corporation (“PPIC”; PPIC, COPCo, 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 Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “Existing LLC Agreement”).
