PSX-6/30/2013-Ex 10.2


Exhibit 10.2


FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 27, 2013, amends the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated as of April 27, 2012 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”).
Preliminary Statement:  The parties desire to amend the Receivables Purchase Agreement to make certain amendments with respect to Phillips 66 Partners LP, and to make certain other amendments as provided herein. Therefore, the parties hereto agree as follows:
Defined Terms; References.  Unless otherwise defined in this Amendment, each capitalized term used but not otherwise defined herein has the meaning given such term in the Receivables Purchase Agreement, as amended by this Amendment.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Receivables Purchase Agreement shall, after the Amendment Effective Date, refer to the Receivables Purchase Agreement as amended hereby.
I.     AMENDMENT
Effective as of the Amendment Effective Date (as defined in Section 3.1 below), the Receivables Purchase Agreement is amended as follows:
1.1    Amendments to Defined Terms.  Section 1.01 (Certain Definitions) of the Receivables Purchase Agreement is amended as follows:
(a)    New Defined Terms.  The following defined terms are hereby added to Section 1.01 of the Receivables Purchase Agreement in the appropriate alphabetical order:
“PSXP”: Phillips 66 Partners LP, a Delaware limited partnership.
“PSXP Drop Down Transactions”: shall have the meaning specified in the Credit Agreement.
“PSXP GP”: Phillips 66 Partners GP LLC, a Delaware limited liability company.
 “PSXP IPO”: shall have the meaning specified in the Credit Agreement.
“PSXP IPO Transactions”: shall have the meaning specified in the Credit Agreement.
(b)    Amendments to Certain Defined Terms.  The following definitions are amended as follows:  
(i)    “Credit Agreement”.  The definition of “Credit Agreement” is amended in its entirety to read as follows:
““Credit Agreement” shall mean the Revolving Credit Agreement, dated as of February 22, 2012, among Phillips 66, as borrower, Originator, as guarantor, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by First Amendment to 



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Credit Agreement dated as of June 10, 2013, as the same may from time to time be further amended, supplemented or otherwise modified.”
(ii)     “LC Sub-Facility”.  The definition of “LC Sub-Facility” is amended in its entirety to read as follows:
““LC Sub-Facility” shall mean $696,000,000.”
(iii)     “Letter of Credit Reimbursement Agreement”.  The definition of “Letter of Credit Reimbursement Agreement” is amended in its entirety to read as follows:
““Letter of Credit Reimbursement Agreement” shall mean the Reimbursement Agreement dated as of April 27, 2012, among, the Parent, the Seller and Phillips 66 Co., as amended by First Amendment to Reimbursement Agreement dated as of June 27, 2013, as the same may be from time to time further amended, modified or supplemented, pursuant to which Phillips 66 Co. may from time to time request from the Seller that the Seller direct the Issuance or Modification of a Letter of Credit hereunder and Phillips 66 Co. will have an obligation to reimburse the Seller for any drawing under such Letter of Credit.”
(iv)    “Maximum Net Investment”.  The definition of Maximum Net Investment is amended in its entirety to read as follows:
““Maximum Net Investment” shall mean $696,000,000, unless such amount shall be reduced pursuant to the next sentence or as provided in Section 2.15 or following the termination of a Purchase Group pursuant to Section 11.08 hereof.  On a Non‐Extension Date for any Non-Extending Purchase Group, unless such Non-Extending Purchase Group’s Purchase Group Maximum Net Investment has been assigned pursuant to Section 11.02, the Maximum Net Investment shall be reduced by that Non-Extending Purchase Group’s Purchase Group Maximum Net Investment.”
(v)    “Parent Material Adverse Effect”.   The definition of “Parent Material Adverse Effect” is amended by deleting the period at the end of the such definition and adding the following:  “; provided further that, in no event shall the consummation of the PSXP IPO Transactions constitute a Parent Material Adverse Effect.”
(vi)    “Settlement Date”  The definition of “Settlement Date” is amended in its entirety to read as follows:
““Settlement Date” shall mean (i) the fourth (4th) Business Day of each calendar month beginning in July, 2013, and (ii) on and after the Termination Date, each Business Day.”
(vii)    “Subsidiary”.  The last sentence of the definition of “Subsidiary” is amended in its entirety to read as follows:  “Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent, provided that upon the consummation of the PSXP IPO, PSXP GP, PSXP and their respective subsidiaries, for so long as PSXP is not wholly owned, directly or indirectly, by the Parent, in each case shall be deemed not to be Subsidiaries (or “subsidiaries” in the case of the definition of “Other Companies” in Section 7.05(a)) of the Parent or Phillips 66 Co. except for purposes of Section 7.01(a)(i), Section 7.03(a), Section 7.03(b)(i), and Section 7.03(b)(ii) and the definition of “Other Companies” in Section 7.05(a) (provided that, for the avoidance of doubt, the term “Parent Material Adverse 

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Effect” as used in such Section 7.01(a)(i) and such Section 7.03(a) shall be determined by reference to the Parent and the Subsidiaries but, upon the consummation of the PSXP IPO, excluding PSXP GP, PSXP and their respective subsidiaries for so long as PSXP is not wholly owned, directly or indirectly, by the Parent).”
1.2    Amendment to Section 2.07 (Yield and Fees; Break Funding Costs).  Section 2.07 of the Receivables Purchase Agreement is amended by changing the phrase “On the Business Day” at the beginning of the second sentence thereof to “Three Business Days”.
1.3    Amendment to Section 7.03 (Affirmative Covenants of the Parent).  Section 7.03(b)(iv) of the Receivables Purchase Agreement is amended by adding the following after “demonstrating compliance with the Financial Test”: 
“ and with respect to any financial statements (beginning with the financial statements being delivered with respect to the fiscal quarter ending September 30, 2013) relating to a period that includes any date occurring on or after the consummation of the PSXP IPO, setting forth a reasonably detailed reconciliation of each of the components reflected in such calculations to the corresponding amounts set forth in such financial statements;”
1.4    Schedule I.  Schedule I of the Receivables Purchase Agreement is amended in its entirety to read as set forth in Annex I attached hereto. 
1.5    Amendment to Section 11.21 (Additional Branches).  Section 11.21 of the Receivables Purchase Agreement is amended by changing the reference to “Schedule IV” at the beginning of the penultimate sentence thereof to “Schedule II”.
1.6    Schedule II (List of Eligible Branches).  Pursuant to Section 11.21 of the Receivables Purchase Agreement, Schedule II of the Receivables Purchase Agreement was previously automatically updated as of February 12, 2013 and is attached hereto in its entirety, as updated, as Annex II. 
1.7    Consent to First Amendment to Reimbursement Agreement.  To the extent required by Section 7.02(e)(ii) of the Receivables Purchase Agreement, the Required Facility Agents hereby consent to that certain First Amendment to Reimbursement Agreement, dated June 27, 2013, among the Seller, the Parent and Phillips 66 Co.
II.     REPRESENTATIONS AND WARRANTIES
Each of the Seller, Phillips 66 Co. and the Parent hereby represents and warrants that:
(a)    prior to and after giving effect to this Amendment, the representations and warranties of such Person (other than those representations and warranties that were made only on the Closing Date) set forth in the Receivables Purchase Agreement are true and correct in all material respects;
(b)    this Amendment has been duly authorized, executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms (subject to usual and customary bankruptcy exceptions); and
(c)    prior to and immediately after giving effect to this Amendment, no Termination Event or Potential Termination Event exists on and as of the date hereof.
III.     CONDITIONS TO EFFECTIVENESS

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3.1    Effectiveness.  This Amendment shall be effective on the date (the “Amendment Effective Date”) that the Administrative Agent shall have received counterparts of this Amendment, executed by the Seller, the Parent, Phillips 66 Co. and the Required Facility Agents.
IV.      AFFIRMATION AND RATIFICATION
The Parent hereby (a) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall not in any way release, diminish, impair, reduce, or, except as expressly stated herein, otherwise affect its obligations under the Transaction Documents to which it is a party, which Transactions Documents shall remain in full force and effect, (b) ratifies and affirms its obligations under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party, and (c) acknowledges, renews and extends its continued liability under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party. 


V.     MISCELLANEOUS
This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York.  The provisions of Section 11.17 (Governing Law; Submission to Jurisdiction) of the Receivables Purchase Agreement are hereby incorporated by reference.  Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof.  Except as otherwise expressly provided by this Amendment, all of the provisions of the Receivables Purchase Agreement shall remain the same.  





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.
PHILLIPS 66




By:   /s/ Brian R. Wenzel                                                
Name: Brian R. Wenzel
Title: Vice President and Treasurer


PHILLIPS 66 COMPANY




By:  /s/ Brian R. Wenzel                                                
Name: Brian R. Wenzel
Title: Vice President and Treasurer


PHILLIPS 66 RECEIVABLES FUNDING LLC




By:   /s/ Brian R. Wenzel                                                
Name: Brian R. Wenzel
Title: President











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ROYAL BANK OF CANADA




By:   /s/ Janine D. Marsini                                              
Name:  Janine D. Marsini
Title:  Authorized Signatory


    
By:   /s/ Veronica L. Gallagher                                        
Name:  Veronica L. Gallagher
Title:  Authorized Signatory

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CITIBANK, N.A.




By:   /s/Wayne Gee                                                          
Name:  Wayne Gee
Title:  Vice President

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MIZUHO CORPORATE BANK, LTD.




By:   /s/ Leon Mo                                                            
Name:  Leon Mo
Title:  Authorized Signatory

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PNC BANK, NATIONAL ASSOCIATION




By:   /s/ William P. Falcon                                               
Name:  William P. Falcon
Title:  Senior Vice President

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THE BANK OF NOVA SCOTIA




By:   /s/ Mark Sparrow                                                     
Name:  Mark Sparrow
Title:  Director

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH




By:   /s/ Maria Ferradas                                                     
Name:  Maria Ferradas
Title:  Vice President













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ANNEX I
SCHEDULE I 
TO 
RECEIVABLES PURCHASE AGREEMENT 
 
(AS OF JUNE 27, 2013)






	
						
	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	RBC Group
	Royal Bank of Canada
	Old Line Funding, LLC
	Royal Bank of Canada
	$145,000,000/20.82%
	Royal Bank of Canada/$145,000,000

	c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, New York 11747
Attention:   Kevin Burns
Telephone:   (631) 587‐4700
Fax:   (212) 302‐8767
	 
	 
	 
	 
	 

	With copies to:
c/o RBC Capital Markets
Two Little Falls Centre
2751 Centerville Road, Suite 212
Wilmington, Delaware 19808
Attention:   Conduit Management
Telephone:   (302) 892‐5903
Fax:   (302) 892‐5900


	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	Royal Bank of Canada
Three World Financial Center
200 Vesey Street
New York, New York 10281-8098
Attention:   Securitization Finance Managing Director
Telephone:   (212) 428‐6537
Fax:   (212) 428‐2304
E-mail: conduit_management@rbccm.com
	 
	 
	 
	 
	 

	Deutsche Bank Trust Company Americas
ABA No.:   021‐001‐033
Account No.:   048‐72‐850
Account Name:   Old Line Funding, LLC
Ref.:  Phillips 66 Receivables   Funding LLC
Attention:   Kim Sukedo
Telephone:   (212) 250‐1726
	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	Citibank Group
	Citibank, N.A.
	CIESCO, LLC
	Citibank, N.A.
	$116,000,000/16.67%
	Citibank, N.A./$116,000,000

	750 Washington Boulevard
8th Floor
Stamford, CT  06901
Attention:   Global Securitized Products
Fax:   (914) 274-9038
	 
	 
	 
	 
	 

	Citibank, N.A. NY
ABA No.:   021‐000‐089
Account No.:   406‐36‐636
Account Name:   CIESCO Redemption Account
Attention:           Robert Kohl
	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	Mizuho Group
	Mizuho Corporate Bank, Ltd.
	Working Capital Management Co., L.P.
	Mizuho Corporate Bank, Ltd.
	$87,000,000/12.5%
	Mizuho Corporate Bank, Ltd./$87,000,000

	Working Capital Management Co. LP 
c/o Mizuho Corporate Bank, Ltd. 
1251 Avenue of the Americas 
New York, New York  10020
Attention:   AFPD / Securitization
Telephone:   (212) 282‐4998
Fax:   (212) 282‐4105


	 
	 
	 
	 
	 

	Mizuho Corporate Bank, Ltd.
ABA No.:   026‐004‐307
Account No.:   H10-740-403018
Account Name:   Working Capital Management Co., LP
Ref.:  Phillips 66 Receivables Funding LLC
	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	PNC Group
	PNC Bank. National Association
	Market Street Funding LLC
	PNC Bank, National Association
	$116,000,000/16.67%
	PNC Bank, National Association/$464,000,000

	PNC Bank, National Association
P3-P3PP-04-1
225 Fifth Avenue
Pittsburgh, PA  15222
	 
	 
	 
	 
	 

	PNC Bank, N.A. 
ABA:  043-000-096
Acct. No.:  1002422076
Credit:  Market Street Funding LLC
Ref:  Phillips 66 Receivables Funding Corp.
Attention:  Joy Damico
	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	BNS Group
	The Bank of Nova Scotia
	Liberty Street Funding LLC
	The Bank of Nova Scotia
	$116,000,000/16.67%
	The Bank of Nova Scotia/$116,000,000

	711 Louisiana, Suite 1400
Houston, Texas 77002
Attn: John Frazell
Fax: (713) 752-2425
	 
	 
	 
	 
	 

	With copies to:
One Liberty Plaza
26th Floor
New York, NY 10006
Attention:   Darren Ward
Fax:   (212) 225-5274 
	 
	 
	 
	 
	 

	The Bank of Nova Scotia 
ABA:  026-002-532
Acct. No.:  2158-13
Credit:  Liberty Street Funding LLC
Ref:  Phillips 66 Receivables Funding LLC
Attention:  Vilma Pindling
	 
	 
	 
	 
	 









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	Purchase Group, Notice Address and Funds Transfer Information
	Facility Agent
	Conduit Purchaser(s)
	Committed Purchaser(s)
	Purchase Group Maximum Net Investment/Purchase Group Percentage
	LC Bank/LC Bank Sublimit

	BTMU Group
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	Gotham Funding Corporation
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	$116,000,000/16.67%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch/$116,000,000

	c/o The Bank of Tokyo-Mitsubishi UFJ, New York Branch
1251 Avenue of the Americas, 12th Floor
New York, New York  10020
Attention:   Nicolas Mounier, Vice President
Telephone:   (212) 782-5980
Fax:   (212) 782-6448
E-mail:  
nmounier@us.mufg.jp
securitzation_reporting@us.mufg.jp
	 
	 
	 
	 
	 

	With a copy to:
Attention   R. Greg Hurst, Managing Director
Telephone:   (212) 782-6963
Fax:   (212) 782-6448
E-mail:   rhurst@us.mufg.jp


The Bank of Tokyo-Mitsubishi UFJ, Ltd.
ABA No.:   026-009-632
Account No.:      310-035-147
Account Name:   Gotham Funding Corporation
Ref:  Phillips 66
	 
	 
	 
	 
	 











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ANNEX II
SCHEDULE II 
 
LIST OF ELIGIBLE AND INELIGIBLE BRANCHES


Eligible Branches


		
	Company Code
	Name




		
	NAWC
	Whsle/Comm Cl Pr Br


		
	SQ
	Com’l Heavy Prods Br


		
	LL
	Lubes Branch


		
	C156
	Lk Chas Refinery Br


		
	RF
	Ferndale Refinery Br


		
	GS
	Tosco Polyprop Pl Br


		
	G2
	Wholesale Propane Br


		
	RX
	T San Francisco Br


		
	RS
	Sweeny SBU Br


		
	GD
	Bayway Refinery Br


		
	C155
	PoncaCty Refinery Br


		
	NAZL
	Comm Refining-NGL Br


		
	C153
	Billings Refinery Br


		
	SY
	Los Angeles Ref Br


		
	RZ
	Alliance Refinery Br


		
	GF
	Trainer Refinery Br








Ineligible Branches


		
	Company Code
	Name




		
	NATE
	Borger NON-JV Br


		
	NADF
	Comm Marine Br


		
	G9
	Transportation Br


		
	NABJ
	Whsle FeeOps Br


		
	NADG
	Coml Americas CrudeB


		
	NBFO
	Truck & Rail Br


		
	EV
	T Env Orphan Sites Br


		
	G7
	NGL









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