PHILLIPS 66 COMPANY as Issuer and PHILLIPS 66 as Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of May 5, 2022 Debt SecuritiesIndenture • May 5th, 2022 • Phillips 66 • Petroleum refining • New York
INDENTURE dated as of May 5, 2022 among Phillips 66 Company, a Delaware corporation (the “Company”), Phillips 66, a Delaware corporation (the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2022 • Phillips 66 • Petroleum refining • New York
This REGISTRATION RIGHTS AGREEMENT, dated May 5, 2022 (this “Agreement”), is entered into by and among Phillips 66 Company, a Delaware corporation (the “Company”), Phillips 66, a Delaware corporation (the “Guarantor” and, together with the Company, the “Company Parties”), and Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as joint lead dealer managers (collectively, the “Dealer Managers”), in connection with the Company’s offers to exchange notes issued by Phillips 66 Partners LP, a Delaware limited partnership, for new notes of the Company (fully and unconditionally guaranteed by the Guarantor) listed on Schedule A (the “Securities”) on the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated April 6, 2022 (the “Offering Memorandum”). The Company Parties have agreed to provide to the Holders (as defined below) of the Securities the registration rights set forth in this Agreement
