Item 1.01 Entry into a Material Definitive Agreement.

On November 20, 2020 (the "Effective Date"), Phillips 66 (the "Company"), as borrower, and Phillips 66 Company, a wholly-owned subsidiary of the Company, as initial guarantor, entered into a Second Amendment to Credit Agreement (the "Second Amendment") that amends the Credit Agreement (as amended, restated, modified or supplemented, the "Credit Agreement") dated as of March 19, 2020 among the Company, the Guarantor, the lenders party thereto and Mizuho Bank, Ltd., as the administrative agent for the lenders. In connection with the Second Amendment, the $500 million of borrowings outstanding under the Credit Agreement as of the Effective Date were reallocated on such date to lenders named therein. The lenders have no further obligation to make any loans to the Company under the Credit Agreement. Additionally, the Second Amendment amends the Credit Agreement to, among other things, (i) extend the maturity date from March 18, 2021 to November 20, 2023 and (ii) reduce the applicable margins on loans, which generally vary based on the credit rating of the Company's senior, unsecured, long-term debt, for the first twenty-four months after the Effective Date.

Certain of the lenders parties to the Second Amendment have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

A copy of the Second Amendment is included in this Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary description of the Second Amendment in this report does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference in this Item 2.03.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.     Description
       10.1   -   Second Amendment to Credit Agreement dated as of November 20,
                2020 among Phillips 66, Phillips 66 Company, the lender parties
                thereto and Mizuho Bank Ltd., as administrative agent.
        104   - Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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