0001534701-13-000022 Sample Contracts

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • October 31st, 2013 • Phillips 66 • Petroleum refining • New York

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”).

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