CONSENT AND FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC

Exhibit 10.6

CONSENT AND FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON XXXXXXXX CHEMICAL COMPANY LLC

This Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Xxxxxxxx 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”), Xxxxxxxx 66 Company, a Delaware corporation (“P66Co”), Xxxxxxxx Chemical Holdings LLC (formerly Xxxxxxxx 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 Xxxxxxxx Chemical Company LLC (as amended, the “LLC Agreement”).

RECITALS

WHEREAS, the Class P Members and the Class C Member collectively own one hundred percent of the Membership Interests of Chevron Xxxxxxxx Chemical Company LLC, a Delaware limited liability company (the “Company”);

WHEREAS, Chemical Holdings, currently holder of a 0.4% Membership Interest in the Company, desires to distribute its Membership Interest in the Company to P66Co (the “Transfer”);

WHEREAS, the Members of the Company desire to (a) consent to the Transfer; (b) waive any and all provisions of the LLC Agreement restricting the Transfer or requiring additional actions be taken with respect to the Transfer; and (c) amend Schedules 1 through 3 of the LLC Agreement to reflect the effects of the Transfer and, with respect to Schedules 1 and 2, to reflect the new address of the Class P Members; and

WHEREAS, the Members of the Company also desire to amend the LLC Agreement as provided herein to decrease the minimum number of meetings of the Board of Directors from six (6) per annum to four (4) per annum.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I.    CONSENT TO TRANSFER

1.1 The Members of the Company hereby consent to and approve the Transfer.

1.2 The Members of the Company hereby waive any and all provisions of the LLC Agreement restricting the Transfer or otherwise requiring additional actions be taken with respect to the Transfer, including, without limitation, (a) Section 10.2 of the LLC Agreement requiring a joint determination by the chief executive officer and chief financial officer of the Company that the Transfer is in compliance with Section 10.7 of the LLC Agreement and (b) Section 10.3 of the LLC Agreement requiring P66Co to agree to be bound by the LLC Agreement and to be admitted as a Substitute Member.

II.     AMENDMENTS TO THE LLC AGREEMENT

2.1 Section 5.2 of the LLC Agreement is hereby amended and restated in its entirety to read as follows:

“5.2 MEETINGS OF DIRECTORS. The Board of Directors shall meet at least four (4) times per Fiscal Year, pursuant to a schedule established by the Board of Directors as early as practicable each Fiscal Year. In addition, meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram, electronic mail or facsimile transmission, charges prepaid, addressed to him or her at his or her address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex, electronic mail or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Any notice given personally or by telephone shall be communicated directly to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.”

2.2 Section 7.1(a)(xi) of the LLC Agreement hereby amended and restated in its entirety to read as “[Intentionally omitted]”.

2.3 Schedule 1 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 1 attached hereto.

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2.4 Schedule 2 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 2 attached hereto.

2.5 Schedule 3 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 3 attached hereto.

III.    MISCELLANEOUS

3.1 Full Force and Effect. Except as amended by this Amendment, the LLC Agreement continues in full force and effect, and the parties hereto hereby ratify and confirm the LLC Agreement, as amended hereby. All references to the “Agreement,” “herein,” “hereof,” “hereunder” or words of similar import in the LLC Agreement shall be deemed to mean the LLC Agreement as amended by this Amendment.

3.2 Counterparts. This Amendment may be executed in two or more counterparts, including through electronically exchanged signature pages (e.g., emailed PDFs or facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when there exists copies hereof which, when taken together, bear the authorized signatures of each of the parties hereto. Only one such counterpart signed by the party against whom enforceability is sought need to be produced to evidence the existence of this Amendment.

3.3 Third Parties. Nothing in this Amendment, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment.

3.4 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial.

3.4.1 This Amendment shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

3.4.2 Each party hereto irrevocably submits to the jurisdiction of any Delaware state court or any federal court sitting in the State of Delaware in any action arising out of or relating to this Amendment, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

3.4.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect

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to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Amendment.

3.4.4 Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Amendment. Each party hereto certifies that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 3.4.

3.5 Titles and Subtitles; Forms of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Amendment are for convenience only and are not to be considered in construing this Amendment. All pronouns used in this Amendment shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Articles are to the Sections or Articles in this Amendment. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

3.6 Severability. If one or more provisions of this Amendment are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Amendment shall be enforceable in accordance with its terms.

3.7 Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to give full effect to the provisions of this Amendment and the transactions contemplated hereby.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

CHEVRON U.S.A. INC.

By: /s/ Xxxxxxx X Xxxxx         

Name: Xxxxxxx X Xxxxx
Its: Director and Vice President

XXXXXXXX 66 COMPANY

By: /s/ Xxxx X. Xxxxxx         

Name: Xxxx X. Xxxxxx
Its: Vice President and Treasurer

XXXXXXXX CHEMICAL HOLDINGS LLC

By: /s/ Xxxx X. Xxxxxx         

Name: Xxxx X. Xxxxxx
Its: Vice President and Treasurer

WESTTEX 66 PIPELINE COMPANY

By: /s/ Xxxx X. Xxxxxx         

Name: Xxxx X. Xxxxxx
Its: Vice President and Treasurer

Signature Page to Consent and First Amendment to

Third Amended and Restated LLC Agreement

EXHIBIT 1 TO CONSENT AND FIRST AMENDMENT

SCHEDULE 1

NAMES AND ADDRESSES OF MEMBERS

Chevron U.S.A. Inc. 0000 Xxxxxxxxx Xxxxxx Xxxx Xxx Xxxxx, XX 00000-0000

Xxxxxxxx 66 Company 0000 XxxxXxxx Xxxx.
Xxxxxxx, XX 00000

WesTTex 66 Pipeline Company

0000 XxxxXxxx Xxxx.
Xxxxxxx, XX 00000

Exhibit 1

EXHIBIT 2 TO CONSENT AND FIRST AMENDMENT

SCHEDULE 2

NAMES, CLASS OF MEMBERSHIP INTEREST, AND

PERCENTAGE INTERESTS OF MEMBERS

NAME OF MEMBER			CLASS OF MEMBERSHIP INTEREST			PERCENTAGE INTEREST
Chevron U.S.A. Inc.
0000 Xxxxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000-0000			C			50%
Xxxxxxxx 66 Company
0000 XxxxXxxx Xxxx.
Xxxxxxx, XX 00000			P			47.94%
WesTTex 66 Pipeline Company
0000 XxxxXxxx Xxxx.
Xxxxxxx, XX 00000			P			2.06%
TOTAL ALL MEMBERS						100%

Exhibit 2

EXHIBIT 3 TO CONSENT AND FIRST AMENDMENT

SCHEDULE 3

REIMBURSABLE CAPITAL EXPENDITURES

NAME OF MEMBERS		REIMBURSABLE CAPITAL EXPENDITURE
Chevron U.S.A. Inc.		$310 Million
Xxxxxxxx 66 Company		$248.2 Million
WesTTex 66 Pipeline Company		$5 Million

Exhibit 3