PHILLIPS 66 PARTNERS LP 5,250,000 Common Units Representing Limited Partner Interests Underwriting AgreementPhillips 66 Partners Lp • February 23rd, 2015 • Pipe lines (no natural gas) • New York
Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,250,000 common units (the “Firm Units”) representing limited partner interests of the Partnership (the “Common Units”) and, at the option of the Underwriters, up to an additional 787,500 Common Units (the “Option Units”) solely for the purpose of covering over-allotments. The Firm Units and the Option Units are herein referred to as the “Units.” This Underwriting Agreement is herein referred to as the “Agreement.”
PHILLIPS 66 PARTNERS LP THIRD SUPPLEMENTAL INDENTURE Dated as of February 23, 2015 To INDENTURE Dated as of February 23, 2015 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TrusteeIndenture • February 23rd, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • New York
This THIRD SUPPLEMENTAL INDENTURE is dated as of February 23, 2015 (this “Supplemental Indenture”) among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the “Indenture”).
RBS SECURITIES INC. BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO. RBC CAPITAL MARKETS, LLC PHILLIPS 66 PARTNERS LP $300,000,000 2.646% Senior Notes due 2020 $500,000,000 3.605% Senior Notes due 2025 $300,000,000 4.680% Senior Notes due 2045Underwriting Agreement • February 23rd, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • New York
Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the respective amounts set forth in Schedule 1 hereto of $300,000,000 aggregate principal amount of the Partnership’s 2.646% Senior Notes due 2020 (the “2020 Notes”), $500,000,000 aggregate principal amount of the Partnership’s 3.605% Senior Notes due 2025 (the “2025 Notes”) and $300,000,000 aggregate principal amount of the Partnership’s 4.680% Senior Notes due 2045 (the “2045 Notes” and, together with the 2020 Notes and the 2025 Notes, the “Notes”).
PHILLIPS 66 PARTNERS LP, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,Phillips 66 Partners Lp • February 23rd, 2015 • Pipe lines (no natural gas) • New York
Indenture dated as of February 23, 2015 among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, National Association, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Trustee (as defined herein).
