0001193125-12-200916 Sample Contracts

INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012
Intellectual Property Assignment and License Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • Delaware

THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT made and entered into effective as of April 26, 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 April 26, 2012 (the “Separation and Distribution Agreement”).

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TAX SHARING AGREEMENT DATED AS OF APRIL 26, 2012 BY AND AMONG CONOCOPHILLIPS, CONOCOPHILLIPS COMPANY, PHILLIPS 66, AND PHILLIPS 66 COMPANY
Tax Sharing Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining

This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of April 26, 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”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012
Separation and Distribution Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of April 26, 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.

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012
Transition Services Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 26, 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.

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INDEMNIFICATION AND RELEASE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012
Indemnification & Liability • May 1st, 2012 • Phillips 66 • Petroleum refining • Delaware

This INDEMNIFICATION AND RELEASE AGREEMENT, made and entered into effective as of April 26, 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 26, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).

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PURCHASE AND CONTRIBUTION AGREEMENT dated as of April 27, 2012 between PHILLIPS 66 COMPANY, as Seller, and PHILLIPS 66 RECEIVABLES FUNDING LLC, as PURCHASER
Purchase and Contribution Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • Texas

PURCHASE AND CONTRIBUTION AGREEMENT, dated as of April 27, 2012, between PHILLIPS 66 COMPANY, a Delaware corporation (the “Seller”), and PHILLIPS 66 RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Purchaser”)

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RECEIVABLES PURCHASE AGREEMENT dated as of April 27, 2012 among PHILLIPS 66 RECEIVABLES FUNDING LLC, as Seller, PHILLIPS 66 COMPANY, as Servicer and Originator, THE CONDUIT PURCHASERS LISTED ON SCHEDULE I FROM TIME TO TIME, THE COMMITTED PURCHASERS...
Receivables Purchase Agreement • May 1st, 2012 • Phillips 66 • Petroleum refining • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of April 27, 2012, among PHILLIPS 66 RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Seller”), PHILLIPS 66 COMPANY, a Delaware corporation, as servicer (in such capacity, the “Servicer”) and as originator (in such capacity, the “Originator”), the CONDUIT PURCHASERS (as defined herein) party hereto from time to time and listed on Schedule I hereto, the COMMITTED PURCHASERS (as defined herein) party hereto from time to time and listed on Schedule I hereto, the LC BANKS (as defined herein) party hereto from time to time and listed on Schedule I hereto, the FACILITY AGENTS (as defined herein) party hereto from time to time and listed on Schedule I hereto, ROYAL BANK OF CANADA, as administrative agent for the Conduit Purchasers, the Committed Purchasers, the LC Banks and the Facility Agents (together with its successors and assigns, in such capacity, the “Administrative Agent”) and as structuring agent (in such capacity, the “Stru

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