Third Amendment to Restated Limited Liability Company Agreement



 Exhibit 10.11 
 THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC 

This Third Amendment to the Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC
(this “Amendment”), effective as of February 10, 2012, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), ConocoPhillips Company, a Delaware corporation
(“COPCo”), Phillips Chemical Holdings Company, a Delaware corporation (“Chemical Holdings”), WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”), and Phillips Petroleum International
Corporation, a Delaware corporation (“PPIC”; PPIC, COPCo, Chemical Holdings, and WesTTex 66 are collectively, the “Class P Members”; the Class P Members and the Class C Member are collectively, the
“Members”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Second Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the
“Existing LLC Agreement”). 
 RECITALS 

WHEREAS, the Class P Members and the Class C Member collectively own one hundred percent of the Membership Interest of Chevron Phillips
Chemical Company LLC, a Delaware limited liability company (the “Company”); and 
 WHEREAS, the Members of the
Company desire to amend the Existing LLC Agreement as provided herein to increase the total number of voting Directors from four (4) to six (6), consisting of three (3) Class P Directors and three (3) Class C Directors. 

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows: 
  

	I.	AMENDMENTS TO THE EXISTING LLC AGREEMENT 

 1.1 Section 4.2 of the Existing LLC Agreement is hereby amended and restated in its entirety to read as follows: 

“4.2 Number and Classes of Directors. The Board of Directors shall consist of six (6) voting Directors
(the “Voting Directors”) and two (2) non-voting Directors (the “Non-Voting Directors”).” 







 1.2 Section 4.3 of the Existing LLC Agreement is hereby amended and restated in its
entirety to read as follows: 
 “4.3 Election and Removal of Directors. The Directors shall be
elected as follows: 
 (a) The Class C Member(s) shall elect three (3) Voting Directors (individually, a
“Class C Director”, and together, the “Class C Directors”). 
 (b) The Class P Member(s)
shall elect three (3) Voting Directors (individually, a “Class P Director”, and together, the “Class P Directors”). 
 (c) The Class C Member(s) may remove, at any time, any or all of the Class C Directors, with or without cause. The Class P Member(s) may remove, at any time, any or all of the Class P Directors, with or
without cause. 
 (d) The chief executive officer and the chief financial officer of the Company shall be ex
officio the two Non-Voting Directors. The Non-Voting Directors may be removed at any time by the Board of Directors. If either the office of chief executive officer or the office of chief financial officer is vacant, the Non-Voting Director position
associated with such office shall also be vacant.” 
  

	II.	MISCELLANEOUS 

 2.1
Full Force and Effect. Except as amended by this Amendment, the Existing LLC Agreement continues in full force and effect, and the parties hereto hereby ratify and confirm the Existing LLC Agreement, as amended hereby. All references to the
“Agreement,” “herein,” “hereof,” “hereunder” or words of similar import in the Existing LLC Agreement shall be deemed to mean the Existing LLC Agreement as amended by this Amendment. 

2.2 Counterparts. This Amendment may be executed in two or more counterparts, including through electronically exchanged signature
pages (e.g., emailed PDFs or facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when there exists copies hereof which, when taken
together, bear the authorized signatures of each of the parties hereto. Only one such counterpart signed by the party against whom enforceability is sought need to be produced to evidence the existence of this Amendment. 

2.3 Third Parties. Nothing in this Amendment, express or implied, is intended to confer upon any party, other than the parties
hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment. 
 2.4 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. 

  
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 2.4.1 This Amendment shall be governed by and construed under the substantive laws of the
State of Delaware, without regard to Delaware choice of law provisions. 
 2.4.2 Each party hereto irrevocably submits to the
jurisdiction of any Delaware state court or any federal court sitting in the State of Delaware in any action arising out of or relating to this Amendment, and hereby irrevocably agrees that all claims in respect of such action may be heard and
determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto
further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United
States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 

2.4.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its
obligations with respect to this Amendment. 
 2.4.4 Each party hereto waives, to the fullest extent permitted by applicable
laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Amendment. Each party hereto certifies that it has been induced to enter into this Amendment by, among other things, the
mutual waivers and certifications set forth above in this Section 2.4. 
 2.5 Titles and Subtitles; Forms of Pronouns;
Construction and Definitions. The titles of the sections and paragraphs of this Amendment are for convenience only and are not to be considered in construing this Amendment. All pronouns used in this Amendment shall be deemed to include
masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Articles are to the Sections or Articles in this Amendment. Unless the
context otherwise requires, the term “including” shall mean “including, without limitation”. 
 2.6
Severability. If one or more provisions of this Amendment are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law,
shall be severed herefrom, and the balance of this Amendment shall be enforceable in accordance with its terms. 
 2.7
Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to give full effect to the provisions of this Amendment and the
transactions contemplated hereby. 
 [Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date
first written above. 
  

			
	CHEVRON U.S.A. INC.


 
			
		
	By:	 	 /s/ Michael W.
Woody



 
			
	Name:	 	Michael W. Woody
	Its:	 	Assistant Secretary
	
	CONOCOPHILLIPS COMPANY


 
			
		
	By:	 	 /s/ Frances M.
Vallejo



 
			
	Name:	 	Frances M. Vallejo
	Its:	 	Vice President & Treasurer
	
	PHILLIPS CHEMICAL HOLDINGS COMPANY


 
			
		
	By:	 	 /s/ Frances M.
Vallejo



 
			
	Name:	 	Frances M. Vallejo
	Its:	 	Vice President & Treasurer
	
	WESTTEX 66 PIPELINE COMPANY


 
			
		
	By:	 	 /s/ Frances M.
Vallejo



 
			
	Name:	 	Frances M. Vallejo
	Its:	 	Vice President & Treasurer
	
	PHILLIPS PETROLEUM INTERNATIONAL CORPORATION


 
			
		
	By:	 	 /s/ Frances M.
Vallejo



 
			
	Name:	 	Frances M. Vallejo
	Its:	 	Vice President & Treasurer


 [Signature Page to Third Amendment to LLC Agreement]