AGREEMENT AND PLAN OF MERGER by and among PHILLIPS 66, PHILLIPS 66 COMPANY, PHILLIPS 66 PROJECT DEVELOPMENT INC., PHOENIX SUB LLC, PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP October 26, 2021Merger Agreement • October 27th, 2021 • Phillips 66 • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2021 (together with all schedules hereto, this “Agreement”), is entered into by and among Phillips 66, a Delaware corporation (“Parent”), Phillips 66 Company, a Delaware corporation and a wholly owned Subsidiary of Parent (“P66 Company”), Phillips 66 Project Development Inc., a Delaware corporation and a wholly owned Subsidiary of P66 Company (“P66 PDI”), Phoenix Sub LLC, a Delaware limited liability company and jointly owned Subsidiary of P66 Company and P66 PDI (“Merger Sub”), Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), and Phillips 66 Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LPThird Amended and Restated Agreement of Limited Partnership • October 27th, 2021 • Phillips 66 • Petroleum refining • Delaware
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), dated as of August 1, 2019 (the “Partnership Agreement”), is entered into effective as of October 26, 2021 by Phillips 66 Partners GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Partnership Agreement.
DIVIDEND AND ASSIGNMENT AGREEMENTDividend and Assignment Agreement • October 27th, 2021 • Phillips 66 • Petroleum refining • Delaware
This Dividend and Assignment Agreement (this “Agreement”) is made and entered into, and is effective as of October 26, 2021 (the “Effective Date”), by and between Phillips 66 Company, a Delaware corporation (“P66 Company”), and Phillips 66 Project Development Inc., a Delaware corporation and wholly owned subsidiary of P66 Company (“P66 PDI”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2021 • Phillips 66 • Petroleum refining
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
