API means American Petroleum Institute. API MPMS means API Manual of Petroleum Measurement Standards.

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1 Phillips 66 Company GENERAL TERMS AND CONDITIONS For the Purchase and Sale of Liquefied Petroleum Gas 1. DEFINITIONS (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Affiliate means, in relation to any Party, any entity or person directly or indirectly controlled by the Party, any entity or person that directly or indirectly controls the Party, or any entity or person directly or indirectly under common control with the Party. For this purpose, control of any Party, entity or person means ownership of at least 50% of the voting power of the Party, entity or person. API means American Petroleum Institute. API MPMS means API Manual of Petroleum Measurement Standards. ASTM means ASTM International, f/k/a American Society for Testing and Materials. Barrel means 42 United States Gallons. Business Day means a day on which U.S. Federal Reserve member banks in New York City are open for business. Buyer means the Party obligated to buy Product under the terms of a Transaction. Confirmation means any writing evidencing the Transaction, which may be sent by facsimile or any other mutually acceptable electronic means. Day and Month mean a calendar day and a calendar month respectively. Delivery Location means the Port of Freeport in Freeport, Texas, unless otherwise specified in a Confirmation. Delivery Period means the period specified for delivery of the Product in a Confirmation. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 1 of 21

2 (k) (l) (m) (n) (o) (p) (q) Gallons means 231 cubic inches of liquid measured at a temperature of 60 degrees Fahrenheit and at the equilibrium vapor pressure of the liquid. Metric Ton or MT means a mass of one thousand (1,000) kilograms, or two thousand, two hundred four point six two three pounds of fully refrigerated (1) Propane Product at a temperature of -42 degrees Celsius and a pressure below the vaporization point of the propane Product loaded onto the Vessel, (2) Normal Butane Product at a temperature of -0.5 degrees Celsius and a pressure below the vaporization point of the Normal Butane Product loaded onto the Vessel and (3) Iso-Butane at a temperature of -12 degrees Celsius and a pressure below the vaporization point of the Iso-Butane Product loaded onto the Vessel. Parties shall mean Buyer and Seller, collectively, and Party means either Buyer or Seller, individually. For the purposes of Section 14, the term Party or Parties includes all others for whose actions a Party may be held accountable. Phillips 66 means Phillips 66 Company and Counterparty means the other Party to a Transaction. Product or Products means either or both refrigerated butane and/or refrigerated propane, in either case meeting the specifications set forth in the Confirmation. Seller means the Party obligated to sell Product under a Transaction, and unless specified otherwise in the Confirmation, shall be Phillips 66. Taxes means any and all federal, state and local, statutory, governmental, impositions, duties, tariffs, levies, fees and charges of every description, including all aviation fuel, special fuel, diesel, excise, environmental, spill, gross earnings, gross receipts, sales and use taxes, in each case, wherever imposed, and all penalties, charges, costs and interest payable in connection with any failure to pay or delay in paying them and any deductions or withholdings of any sort, provided, however, that Taxes shall not include (x) property taxes, which taxes are governed by the state or local law applicable thereto, (y) taxes based on or measured by the income, gross receipts or net worth of either Party), and (z) fees, imposts or charges of whatsoever nature (including rates, tolls, and dues of every description) in respect of a Vessel entering or leaving the loading or discharge port and approaching and leaving Seller s facilities, including charges imposed by fire boats, tugs and escort or other support vessels, the applicable coast guard, linesmen, a pilot, and any other person assisting a Vessel to enter or leave the loading discharge port and approaching and leaving Seller s facilities. The term Taxable shall be construed accordingly. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 2 of 21

3 (r) (s) (t) (u) Terminal Operator means the person, which may be Seller or an Affiliate of Seller, having responsibility for the day to day operations of the terminal, pier, wharf or offshore loading platform at the Port of Freeport in Freeport, Texas. Transaction means the agreement for the purchase or sale of Products, which may be evidenced by a Confirmation and shall be governed by these General Terms and Conditions and the Marine Provisions attached hereto as Exhibit B. U.S. means United States of America, and every reference to money or price pertains to U.S. currency. Vessel means a tankship or barge employed for the purpose of transporting Product. 2. TITLE, RISK OF LOSS AND DELIVERY 2.1 As of the date of delivery of each cargo of Product sold hereunder, Seller represents and warrants that it has good title free and clear of any liens or encumbrances to such Product, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer. 2.2 Unless stated otherwise in the Confirmation, all Product sold hereunder shall be FOB, Port of Freeport, Texas or CFR. The term FOB and CFR, shall have the meaning ascribed to such terms in Incoterms-2010 edition. Title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel s permanent manifold flange at the load port, in Freeport, Texas. 2.3 If specified in a Confirmation, Delivered Ex-Ship or DES shall have the meaning ascribed to it in Incoterms-2000 edition. Title and risk of loss to the Product shall pass from Seller to Buyer when the Product is placed at the disposal of the Buyer on board the Vessel at the port of destination. 2.4 If specified in a Confirmation, Cost, Insurance and Freight or CIF shall have the meaning ascribed to it in Incoterms-2010 edition. Title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel s permanent manifold flange at the load port, in Freeport, Texas. 3. QUANTITY AND QUALITY DETERMINATION 3.1 All Product delivered by Seller to Buyer shall meet the quality specifications set forth in the Confirmation of the Transaction. Buyer shall have the right to accept or reject deliveries of off-spec Product. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 3 of 21

4 3.2 Buyer may appoint a mutually acceptable Independent Inspection Company ( IIC ), the costs of which shall be shared equally by the Parties, to witness and verify the Terminal s quantity and quality determination of the of Product received and delivered. Quantity as determined by the IIC shall be final and binding on all Parties and shall be the basis for preparing relevant shipping documents and invoices save fraud and/or manifest error. If, for any reason an IIC is not in attendance, then quantity as determined by the Terminal Operator shall be final and binding on all Parties and shall be the basis for preparing relevant shipping documents and invoices absent fraud and/or manifest error. Each Party shall have the right to witness the measurement processes, provided adequate notification is given to interested parties. All measurement and sampling equipment, procedures, calculations, and practices (whether performed by IIC or by the Terminal Operator) shall be performed in conformance with the most current International measurement, sampling and analysis standards (API MPMS, The Energy Institute Hydrocarbon Management (EI HM), International Organization for Standardization (ISO) and ASTM International f/k/a American Society for Testing and Materials (ASTM)). Volumes shall be adjusted from observed conditions to standard volumes and weight in accordance with the latest revision of API MPMS Chapter 11 (e.g. Table 24E or 54E, etc. whichever table is applicable to that loading). 3.3 All measurements for marine cargoes shall be determined by one of the following methods in descending order of preference; (a) (b) (c) Meters. Meters at or near the point of transfer shall determine the quantity of cargo received or delivered. The IIC shall, where possible, verify the accuracy of all relevant metering equipment, including temperature and pressure measurement devices, transmitters and calculations as well as corresponding meter proving and calibration documentation. Vessel Measurements. In the event meters are not available during any part of the transfer, quantity shall be based on the volumes as determined from measurements of the Vessel before and after the transfer as per API MPMS (Measurement of Refrigerated and/or Pressurized Cargoes On Board Marine Gas Carriers Part 2 Liquefied Petroleum and Chemical Gases). Agreement between Parties. In the event, the IIC determines that the above custody transfer measurement points are inaccurate or are not representative of the volume(s) of cargo transferred, the Parties shall be notified by the IIC and the Parties shall agree to negotiate in good faith and without prejudice, a new basis for custody transfer volumes. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 4 of 21

5 3.4 Quality determination of all receipts and deliveries for marine cargoes shall be based on a qualified laboratory s analyses performed on representative samples obtained by the following methods in descending order of preference: (a) (b) In-line Sampler. A representative sample of the cargo delivered or received shall be obtained via flow-proportional in-line sampler that performs according to API MPMS 8.2 and/or corresponding GPA (GPA 2166) or ISO standard to comply with regulatory requirements. Agreement between Parties. In the event, the IIC determines that the above custody transfer samples are not representative of the quality of cargo transferred, the Parties agree to negotiate in good faith and without prejudice, a new basis for quality determination. 4. CLAIMS Notice of claim as to defect in quantity or quality with respect to any cargo of Product shall be made in writing to Seller immediately after such apparent defect is discovered. Any such notice of claim shall be followed promptly by a formal written claim with all necessary details to properly process such claim. IF NO FORMAL WRITTEN CLAIM IS RECEIVED WITHIN 45 DAYS AFTER DELIVERY OF THE PRODUCT TO THE BUYER, THE CLAIM SHALL BE DEEMED TO HAVE BEEN WAIVED. The date of the completion of loading or completion of delivery shall be deemed to be hoses off on the pertinent Vessel s statement of facts. Laytime and demurrage claims, if any, shall be submitted in reasonable detail within 90 days from the completion of loading/discharge. 5. PAYMENT 5.1 The payment due date shall be on the date specified in the applicable Confirmation. 5.2 Upon request Seller shall provide the following documents: Seller s invoice and three of three (3/3) properly issued and endorsed clean original bills of lading, certificates of quantity, quality, and origin, or equivalent documents as issued by the loading terminal, or in lieu of temporarily missing documents, Seller s letter of indemnity in form set forth herein in Section 5.6. If Seller is unable to determine the actual price at the time of invoice, Seller shall issue a provisional invoice based upon the prior Month s price. Seller shall promptly issue a final invoice after the invoice amount may be calculated, and the final invoice shall be substituted for the provisional invoice. In the event that Buyer shall have paid prior to the receipt of the final invoice, then Seller shall refund any overpayment and Buyer shall pay any deficiency in payment no later than five days after the final invoice has been sent to Buyer by Seller. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 5 of 21

6 5.3 All undisputed payments shall be made by wire transfer of immediately available funds in U.S. Dollars to Seller at such address or depository as Seller may designate in writing. The final price for FOB sales shall be quoted in USD per gallon basis U.S. gallons at 60 degrees F and shall be calculated to the sixth decimal place. The final price for CIF/CFR/DES sales shall be quoted in USD per metric ton basis metric tons in vacuum and shall be calculated to the third decimal place with the following arithmetic rules being applied: (a) if the fourth decimal place is five or greater than five, then the third decimal place shall be rounded up to the next digit. (b) if the fourth decimal place is four or less than four, then the third decimal place will be unchanged. 5.4 If the payment due date falls on a Day that is not a Business Day, payment shall be made to Seller on the Business Day prior to such payment due date. 5.5 Any undisputed amount payable for any cargo of Product or otherwise payable by Buyer to Seller hereunder shall, if not paid when due, bear interest from the due date until the date payment is received by Seller at an annual rate (based on a 360- day year) equal to the rate of two percentage points above the prime rate of interest effective for the payment due date as published in The Wall Street Journal, but not more than the maximum rate of interest permitted under applicable law. Buyer shall pay such interest within five Business Days following receipt of Seller s invoice for such interest. If Buyer, in good faith, disputes the accuracy of the amount due pursuant to any invoice, Buyer will timely pay the undisputed amount and provide a written explanation of the nature of the dispute along with supporting documentation acceptable in industry practice. If it is determined that Buyer owes the disputed amount, then Buyer shall pay interest in accordance with this Section on such disputed amount from and including the originally scheduled due date to but excluding the date paid. 5.6 Form of Letter of Indemnity: Any letter of indemnity provided by Seller shall be in the following form: In consideration of your paying for the cargo of [VOLUME] U.S. Metric Tons of [TYPE OF PRODUCT] which sailed from [PORT] on [VESSEL] on [BILL OF LADING DATE] loaded with the cargo when the full set of bills of lading and Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 6 of 21

7 6. CREDIT original shipping documents for the cargo have not been delivered to you at the time payment is due under our contract dated [CONTRACT DATE]: We hereby warrant to you that at the time property passed as specified under the terms of the contract, we had the right to sell the cargo to you, and we had unencumbered title to the cargo. We hereby irrevocably and unconditionally undertake to indemnify you and hold you harmless against any claim made against you by anyone as a result of breach by us of any of our warranties as set out above; and all loss, costs (including, but not limited to, reasonable attorneys fees), damages, and expenses which you may suffer, incur, or be put to which are not too remote as a result of our failure to deliver the above document(s) in accordance with the contract. This indemnity shall terminate on delivery by us of the aforesaid document(s). This indemnity shall be governed by and construed in accordance with laws of the State of New York and all disputes, controversies, or claims arising out of or in relation to this warranty or the breach, termination, or validity hereof shall be subject to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City. Signed: [NAME] [POSITION] Company: 6.1 Phillips 66 shall have the right from time to time to request pertinent financial information from the Counterparty to assure Phillips 66 of the Counterparty s creditworthiness. Phillips 66 financial information may be obtained at under the Investors tab. 6.2 If at any time Counterparty exceeds the credit line then in effect as from time to time established by Phillips 66, Phillips 66 may immediately require Counterparty to provide Performance Assurance. Performance Assurance shall mean at Phillips 66 s option: (a) a prepayment for the applicable Transaction(s), (b) cash collateral in an amount acceptable to Phillips 66, or (c) an irrevocable standby letter of credit in Phillips 66 s favor in an amount acceptable to Phillips 66 and in a form and substance specified by Phillips 66 and issued or confirmed by a bank acceptable to Phillips 66 (an L/C ). Counterparty grants to Phillips 66 a continuing first priority security interest, lien on and right of setoff against all Performance Assurance in the form of cash transferred by Counterparty to Phillips 66. All bank charges attendant to an L/C shall be for the account of Counterparty. Delivery of the L/C, shall be made within two Business Days of such request by Phillips 66, but all other Performance Assurances shall be provided by the close of business on the Business Day following demand. Phillips 66 may immediately suspend deliveries or receipts to or from Counterparty pending receipt of any Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 7 of 21

8 Performance Assurance. Any demurrage resulting from delays to a Vessel pending receipt by Phillips 66 of Performance Assurance shall be for account of Counterparty. Counterparty acknowledges that the credit line may be a negative amount and Phillips 66 may require Performance Assurance to be in an amount that is sufficient to cover the anticipated exposure. 6.3 In addition to the foregoing, Phillips 66 shall have the right at any time to require Counterparty to deliver a parent company guaranty in the form and substance satisfactory to Phillips 66. Such guarantee shall be of the prompt payment, when due, of any and all present or future indebtedness of the Counterparty, including any amounts owed for damages resulting from a failure of Counterparty to perform its obligations hereunder or otherwise. 6.4 Without limiting any other rights hereunder, Phillips 66 may require that Counterparty enter into a separate agreement pertaining to the margining and collateralization of exposure related to the Transaction or any other transaction between the Parties. 7. FORCE MAJEURE 7.1 Except for an obligation to make payments hereunder for Product received or pursuant to Sections 8 or 9, a Party shall be excused from the performance of its obligation to deliver or receive Product, to the extent it is unable to perform due to a cause reasonably beyond its control, and which, by the exercise of due diligence, such Party could not have remedied, avoided or overcome. Force majeure may be due to any of the following, provided that such event actually prevents the Party declaring force majeure from performing: (i) (ii) (iii) (iv) (v) compliance with laws, decrees, guidelines, requests, or the like, of any government or person purporting to act therefore, or of international organizations of which the United States is a member; restriction or cessation of production of Product due to the imposition of conditions or requirements by any government or any person purporting to act under the color or claim of any governmental authority which makes it necessary to cease or to reduce the production of the Product; hostilities of war (declared or undeclared), embargoes, blockades, civil unrest, riots or disorders, terrorism, or sabotage; fires, explosions, lightning, maritime peril, collisions, storms, landslides, earthquakes, floods, adverse weather conditions or acts of nature that affect a broad geographic area; strikes, lockouts, or other labor difficulties (whether or not involving employees of Seller or Buyer); Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 8 of 21

9 (vi) (vii) disruption or breakdown of production or transportation facilities, equipment, labor or materials that are necessary to deliver or receive the Product; closing or restrictions on the use of harbors that are necessary to deliver or receive the Product; and/or (viii) any other cause whether or not of the same class or kind, reasonably beyond the control of either Party that prevents or interferes with the performance of the affected Transaction. 7.2 Neither Party shall be entitled to declare an event of force majeure if performance is affected by any or all of the following circumstances: (i) the Party claiming force majeure excuse failed to remedy the condition and to resume the performance of such obligations with reasonable dispatch; (ii) Seller s ability to sell Product at a higher or more advantageous price than the price agreed to for the specific Transaction or Buyer s ability to purchase Product at a lower or more advantageous price than the price, agreed to for the specific Transaction; (iii) the loss of Buyer s market(s) or Buyer s inability to use or resell Product purchased hereunder, except, in either case, as provided in Section 9.2; or (iv) the loss or failure of Seller s Product supply or depletion of reserves, except, in either case, as provided in Section In the event that either Party must invoke the provisions in this Section, such Party shall promptly inform to the other Party, first verbally and then in writing, describing the underlying circumstances of the particular cause(s) of force majeure, and the expected duration thereof. The Party claiming force majeure will also notify the other Party of termination of the events of force majeure and the date when performance is expected to resume. 8. DELIVERY AND RECEIPT FAILURES 8.1 Unless excused by force majeure or if Seller shall be a Defaulting Party, as such term is defined in Section 9, if after Buyer has nominated the quantity to be purchased from Seller, and Buyer actually takes delivery of a quantity of Product that is less than the Product nominated for delivery, subject to any volumetric tolerance specified in the Confirmation, Buyer shall pay the amount due pursuant to the remedy agreed in the applicable confirmation within five Business Days after receipt of invoice from Seller. If no remedy is contained in the Confirmation, then the remedy shall be for Buyer to pay Seller an amount equal to the terminal fee, as specified in the Confirmation, for each Gallon not received, or if no terminal fee is specified, the difference between the contract price per Gallon specified for such transaction and the market price for each Gallon of Product not received. If Buyer notifies Seller prior to nomination that it will not be receiving all or part of the Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 9 of 21

10 contract quantity, the remedy shall be as specified in the applicable Confirmation. If no remedy is set forth, then the provisions of this Section shall apply as though the entire contract quantity had been nominated. 8.2 Unless excused by force majeure or if Buyer shall be a Defaulting Party, as such term is defined in Section 9, if Seller fails to deliver the volume of Product nominated by Buyer, Seller shall pay within five Business Days of receipt of notice of the amount due, an amount equal to the terminal fee, as specified in the Confirmation, for each Gallon not delivered, or if no terminal fee is specified, the difference between the market price for each Gallon of Product not delivered and the contract price per Gallon specified for such transaction. 8.3 The remedies specified above, are a reasonable estimate of the damages incurred, and not a penalty. A failure by a non-performing Party to pay the damages set forth herein, shall be a failure to pay for the purposes of Section DEFAULT 9.1 If either Party (the Defaulting Party ) or any guarantor, as applicable, shall with respect to any Transaction or other agreement between the Parties: (a) fail to pay in accordance with the agreed upon terms, and such failure is not cured within two Business Days after written notice; (b) breach of any non-payment obligation contained herein or any other agreement between the Parties, other than either an obligation to deliver or receive Product, the sole remedy of which shall be specified in Section 8, or otherwise specified as an Event of Default, if not cured within two Business Days after written notice; (c) fail to provide Performance Assurances in accordance with Section 6.2; (d) fail to comply with any other credit requirement and such failure continues for two Business Days after written notice; (e) make an assignment or any general arrangement for the benefit of creditors; (f) become bankrupt or insolvent, however evidenced, or be unable to pay its debts as they fall due; (g) file a petition or otherwise commence a proceeding under any bankruptcy, insolvency or similar law, or have any such petition filed or proceeding commenced against it; and/or (h) have a liquidator, administrator, receiver or trustee appointed with respect to it or any substantial portion of its property or assets; (in each case, an Event of Default ) then the other Party (the Non-Defaulting Party ) may on written notice to the Defaulting Party (except in the case of default specified in clauses (e-h) above in which case no notice is required): (i) designate a Day to terminate all Transactions or agreements between the Parties (collectively, the Terminated Transactions ) and calculate its Termination Payment, as defined below; Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 10 of 21

11 (ii) (iii) if the Defaulting Party is Buyer and Seller has delivered Products to Buyer under a Transaction, the Seller may take possession of the Products and/or collect upon any security provided on behalf of Buyer; and set off or aggregate as appropriate, all other amounts then owing between the Parties hereunder or otherwise, and at the election of the Non- Defaulting Party amounts, if any, owed by the Non-Defaulting Party and/or its Affiliates to the Defaulting Party or by the Defaulting Party to the Non- Defaulting Party and/or its Affiliates, so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one Party to the other. 9.2 The net amount due after such liquidation shall be paid by the close of business on the next Business Day. The Termination Payment in respect of the Terminated Transactions shall be (a) the amount owed on or before the termination date, whether or not then due, by each Party with respect to all Product delivered and received under such Terminated Transaction, but not yet paid for, (b) the difference between the Market Value and the Contract Value for each Terminated Transaction, (c) any other amounts owed by the Parties and (d) any other damages, costs or expenses incurred by the Non-Defaulting Party as a result of the early termination of each Transaction being terminated, including, without duplication, any damages, losses and expenses incurred in connection with the liquidation of hedges related to such terminated Transactions. Market Value means the amount of the Product remaining to be delivered or purchased under a Terminated Transaction multiplied by the market price for an equivalent transaction at the Delivery Location as determined by the Non-Defaulting Party in a commercially reasonable manner. Contract Value means the amount of the Product remaining to be delivered or purchased under a Terminated Transaction multiplied by the agreed upon price. 9.3 After an Event of Default, the Non-Defaulting Party (at its election) shall have a general right of setoff with respect to any and all amounts owing between the Parties (whether with respect to any Terminated Transaction, any other transaction or otherwise and whether or not then due). The Defaulting Party shall be responsible for any and all other costs and expenses (including, without limitation, reasonable attorneys fees and disbursements) incurred by the Non-Defaulting Party in connection with an Event of Default. 9.4 In addition to the remedies set forth above, immediately upon the occurrence of any event that would give rise to an Event of Default with either or both the lapse of time or the giving of notice, the Non-Defaulting Party may suspend all performance under the affected Transaction and/or any other Transaction between the Parties. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 11 of 21

12 9.5 The Parties intend that: (a) each Transaction shall constitute a forward contract ; (b) these General Terms and Conditions shall constitute a master netting agreement ; (c) each Party shall be a forward contract merchant and a master netting agreement participant ; (d) all payments made or to be made by one Party to the other Party pursuant to any Transaction and/or these General Terms and Conditions constitute settlement payments ; and (e) any transfer of credit support, including Performance Assurance, constitutes margin payments as such terms are defined in Title 11 of the United States Code, as amended from time to time (the Bankruptcy Code ). Additionally, each Party s rights under this Section constitute a contractual right to liquidate the Transactions within the meaning of Section 556 of the Bankruptcy Code. All Transactions are entered into in reliance on the fact that the General Terms and Conditions and all Transactions thereunder form a single integrated agreement between the Parties. Upon a Party becoming bankrupt, the other Party shall be entitled to exercise its rights and remedies under these General Terms and Conditions in accordance with the safe harbor provisions of the Bankruptcy Code. 9.6 The Non-Defaulting Party s rights under this Section shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise). 10. GOVERNING LAW 10.1 These General Terms and Conditions and each Confirmation and/or Transaction shall be governed by and construed in accordance with the laws of the State of New York without reference to its law on conflicts other than of the New York General Obligations Law The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not in any way apply to, or govern any Transaction, each Confirmation and/or these General Terms and Conditions The Parties will attempt in good faith to resolve any controversy or claim ( Dispute ) arising out of or relating to these General Terms and Conditions, any Confirmation and/or Transaction promptly by negotiations. If a Dispute should arise, the representatives of the Parties who negotiated the same, or their respective successors ( Principal Contacts ), will meet at least once and will attempt to resolve the Dispute. Either Principal Contact may request that the other meet within 14 Days, at a mutually agreed time. If the Dispute has not been resolved within 20 Days of their Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 12 of 21

13 11. TAXES first meeting, the Principal Contacts shall refer it to senior executives of their respective companies who shall have authority to settle the Dispute (the Senior Executives ). The Principal Contacts shall promptly prepare and exchange memoranda stating the issues in dispute and their positions, summarizing the negotiations which have taken place, and attaching relevant documents. The Senior Executives will meet for negotiations within 14 Days of the end of the 20-day period referred to above, at a mutually agreed time and place. If the Dispute has not been resolved within 30 Days of the meeting of the Senior Executives (which period may be extended by mutual agreement), the Dispute will be determined by binding arbitration in accordance with the Dispute Resolution Procedures attached hereto as Exhibit A Seller shall pay, reimburse, indemnify, defend and hold harmless Buyer for any and all applicable Taxes, including all taxes assessed on or in connection with production, extraction, processing, manufacture or transport of Product (including, without limitation, assuring that severance taxes, royalties, working interest payments and similar burdens imposed with relation to extraction and production of same are borne by Seller or prior suppliers of same) with respect to the Product(s) delivered hereunder, the taxable incident of which occurs before the transfer of title to the Product(s) to Buyer. Seller shall not be obligated to indemnify or hold harmless Buyer for any Taxes levied or imposed by any governmental authority in any country and payable by Buyer (i) which do not directly relate to the performance by Buyer of its obligations under these General Terms and Conditions, or (ii) resulting from the creation of a permanent establishment, trade or business or presence by Buyer (or any Affiliate thereof) Buyer shall pay, reimburse, indemnify, defend and hold harmless Seller for: any and all applicable Taxes with respect to the Product(s) delivered hereunder, the taxable incident of which occurs at or after transfer of title to the Product(s), including, but not limited to, all Taxes related to the export of the Product. Buyer shall not be obligated to indemnify or hold harmless Seller for any Taxes levied or imposed by any governmental authority in any country and payable by Seller (i) which does not directly relate to the performance by Seller of its obligations under these General Terms and Conditions, or (ii) resulting from the creation of a permanent establishment, trade or business or presence by Seller (or any Affiliate thereof). If Buyer claims exemption from any Taxes or fees, Buyer shall provide Seller with the appropriately executed exemption certificates In the event either Buyer or Seller becomes aware of a potential or actual liability to make any payment of Taxes which might give rise to a claim, it shall give notice Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 13 of 21

14 of the circumstances to the other Party as soon as reasonably practicable, in order to allow both Parties reasonable opportunity to seek to minimize their liability for such Taxes, acting always in compliance with the laws of the relevant governmental authority. Each Party shall give the other Party such assistance as is reasonable in the circumstances in this regard, and Buyer or Seller (as appropriate) shall not make any payment of such Taxes until the due date on which such Taxes are due and payable in accordance with the relevant tax regulations unless an early payment could result in a reduction of the liability to such Taxes Seller reserves the right to claim, to receive, and to retain drawbacks on imported duty paid merchandise used in the manufacture of Products it delivers to Buyer, and to the extent Buyer has such rights, Buyer hereby assigns such rights to Seller. Whenever Products are exported, the Buyer shall promptly notify the Seller and shall, on request, execute claim forms in favor of Seller to enable it to establish its drawback rights under custom regulations. When applicable to Phillips 66 produced Products, Buyer shall furnish Seller a copy of the non-negotiable bill of lading for the export of the Products, an assignment of export drawback rights for U.S. Customs and Border Protection and any forms required by governmental authorities covering each batch of Products sold to and exported by Buyer or any of Buyer s subsidiaries or licensees, each fully completed and properly executed by all necessary Parties and endorsed to Seller, where appropriate. 12. SAFETY DATA SHEETS Seller has provided or shall provide Buyer upon Buyer s request with Seller s Safety Data Sheets ( SDS ) for the Product to be delivered hereunder. Nothing herein shall excuse Buyer from complying with all laws, regulations and decrees which may require Buyer to provide its employees, agents, contractors, users and customers who may come into contact with the Product with a copy of the SDS and any other safety information provided to it by Seller, and/or which require Buyer to ensure that the recommendations relating to the handling of the Product are followed. Compliance with any recommendation contained in the SDS or other safety information shall not excuse Buyer from complying with all laws, statutes, regulations or decrees of any state or territory having jurisdiction over Buyer. 13. INDEMNITY, LIMITATION OF LIABILITY AND INSURANCE 13.1 Seller and Buyer mutually covenant to protect, defend, indemnify and hold each other harmless from and against any and all claims, demands, suits, losses, expenses (including without limitation, costs of defense, attorney s fees and interest), damages, fines, penalties, causes of action and liabilities of every type and character, including but not limited to personal injury or death to any person Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 14 of 21

15 including employees of either Party or loss or damage to any personal or real property, caused by, arising out of or resulting from the acts or omissions of negligence or willful acts of such indemnifying Party, its officers, employees or agents with respect to the purchase and sale of Product hereunder. In the event the Parties are jointly and/or concurrently negligent, each Party shall indemnify the other Party to the extent of its negligent acts or omissions or willful acts EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY PROSPECTIVE OR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. 14. EXPORT COMPLIANCE, SANCTIONS, ANTI-CORRUPTION AND ANTI- BOYCOTT COMPLIANCE 14.1 In the event that the Product subject to this agreement is to be exported, each Party warrants to the other Party that it, and each other person or entity for whose actions such Party may be held accountable, will comply with all applicable laws, regulations, rules and requirements relating to export and re-export control and sanctions, including but not limited to the U.S. Export Administration Regulations, U.S. Treasury Department s Office of Foreign Assets Control regulations, the U.S. International Traffic in Arms Regulations (together, Export and Sanctions Law ). Nothing shall be shipped to, transshipped through, or sourced from, directly or indirectly, any country, company or individual or for any end-use that is prohibited under Export and Sanctions Law. If either Party or any other person or entity for whose actions such Party may be held accountable is or becomes identified on any government export denial, blocked, debarred, Specially Designated National, or other similar list, the other Party may terminate any Transaction subject to these General Terms and Conditions upon written notice to the other at any time. Each Party shall be excused from performance of any obligation under the affected Transaction if such performance is prohibited under Export and Sanctions Law Each Party shall comply with all applicable anti-bribery and anti-money laundering laws, rules, and regulations of the United States, United Kingdom, European Union or any member state thereof, the Republic of Singapore, Canada, and any other similar laws in all applicable jurisdictions including without limitation the currently effective or successor versions of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, UK anti-money laundering and anti-terrorism laws and regulations, the Canadian Corruption of Foreign Public Officials Act, and the Singapore Prevention of Corruption Act. Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 15 of 21

16 14.3 Nothing in these General Terms and Conditions is intended to be, or shall be construed as, an agreement by either Party to take or refrain from taking any action that is or would be prohibited by or penalized under U.S. anti-boycott laws, rules, or regulations Neither Party shall, directly or indirectly, pay salaries, commissions or fees, or make payments or rebates to employees or officers of the other Party; or favor employees or officers of the other Party or their designees with gifts or entertainment of unreasonable cost or value or services or goods sold at less than full market value; or enter into business arrangements with employees or officers of the other Party unless such employees or officers are acting as representatives of the other Party. Phillips 66 and its subsidiaries are committed to the highest standard of business ethics and conduct. Expectations of business partners of Phillips 66 and its subsidiaries can be found in the Phillips 66 Business Partner Principles of Conduct, available at Either Party may terminate the affected Transactions immediately upon written notice to the other Party, if the other Party is in breach of the above clauses or fails to cooperate by providing information demonstrating compliance herewith. Violation of these clauses shall be deemed a material breach of these General Terms and Conditions. Each Party agrees to indemnify the other Party for any fines, penalties, claims, losses, damages, costs (including legal costs), expenses, and liabilities that may arise as a result of the indemnifying Party s breach of its obligations under these clauses In the event of a conflict between this section and any other provision, the terms of this Section 14 shall prevail. 15. NEW OR CHANGED REGULATIONS 15.1 It is understood by the Parties that each Party is entering into each Transaction in reliance on the laws, rules, regulations, decrees, agreements, concessions and arrangements (hereinafter called Regulations ) in effect on the date hereof with governments, governmental instrumentalities or public authorities affecting the Product sold hereunder including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, export, trading or delivery thereof, insofar as such regulations affect either Party or Seller s Supplier In the event that at any time and from time to time any regulations are changed or new regulations become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefore, and the material effect of such changed or new Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 16 of 21

17 regulations (a) is not covered by any other provision hereunder, and (b) has a material adverse economic effect upon either Party, such Party shall have the option to request re-negotiation of the prices or other pertinent terms hereunder. Such option may be exercised by either Party at any time after such changed or new regulation is promulgated, by written notice of desire to re-negotiate, such notice to contain the new prices or terms desired by such Party If the Parties do not agree upon new prices or terms satisfactory to both within 30 days after either Party gives such notice hereunder, either Party shall have the right to terminate the affected Transaction at the end of the said 30-day period. Any Product delivered during such 30-day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed regulations concerned. 16. AUDIT In addition to provisions set forth in Section 14, during the Audit Period at any reasonable time, but not more than two times per year, each Party shall have the right to audit the books and records of the other Party relating to performance of the Transactions. The audited Party shall fully cooperate with the auditing Party (at the auditing Party s request and expense) to accomplish the audit within a commercially reasonable time period. Either Party may retain outside auditors or inspectors, the costs and fees of which shall be borne by the Party employing the outside auditor or inspector. Notwithstanding anything to the contrary specified herein, in the event of any audit hereunder, (i) each Party agrees to be bound and shall cause any independent auditors or inspectors to be bound by the confidentiality obligations mutually agreed upon by the Parties and (ii) neither Party shall be required to submit to an audit hereunder unless and until the Parties have executed mutually agreeable confidentiality provisions (negotiated in good faith and subject to each Party s reasonable discretion). Either Party may witness any inspection at its own expense. Each Party shall retain all such books and records during the Audit Period. Unless a claim had been made during the Audit Period, upon the conclusion of the Audit Period, all statements, invoices and charges shall be conclusive and final. 17. MARKET DISRUPTION If the price of the Product specified in a Confirmation is based upon a specified index and there is a Market Disruption Event, as defined below, each has the right to notify the other in writing of such. Thereafter, the Parties shall negotiate in good faith to agree on a replacement price or on a method for determining a replacement price for the affected time period. If with respect to Market Disruption Events described in clauses (a) and (b) and temporary Market Disruption events described in clauses (c) and (d), if the Parties have not so agreed on or before the second Business Day following the affected Day, then the replacement price shall be determined within the next two following Business Days with each Party obtaining, in good faith and from non-affiliated Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 17 of 21

18 market participants in the relevant market, up to two quotes for prices of Product for the affected Day of a similar quality and quantity in the geographical location closest in proximity to the Delivery Location and averaging the quotes received. If either Party fails to provide up to two quotes, then the average of all quotes obtained shall determine the replacement price for the index price. For all other Market Disruption Events, if the parties have not so agreed on or before 30 days following the business day on which the initial written notice was provided, either party has the right to submit the issue to arbitration for resolution regardless of the method for dispute resolution specified in this contract. In such case the parties will submit to the AAA ( AAA ) by final and binding arbitration by one arbitrator ( Arbitrator ) pursuant to the AAA s Commercial Arbitration Rules in effect as of the date the affected Transaction was entered into ( Rules ). The resulting decision of the Arbitrator shall be the sole and exclusive remedy between the parties regarding this issue. The arbitration will be held in Houston, TX or such other location as the parties may agree. If the parties fail to appoint the Arbitrator within 15 days after the AAA receives the notice of arbitration (the Arbitration Notice ), each party shall submit to the AAA a list containing the names of 3 persons to serve as the Arbitrator, and the AAA will appoint the Arbitrator from the submitted names within 45 days after the Arbitration Notice of or if no names are submitted, the AAA shall appoint the Arbitrator it deems appropriate. Within 60 days after Arbitration Notice, each party shall submit to the Arbitrator in writing its proposed resolution to such dispute and any relevant information. Within 90 days after the Arbitration Notice, the Arbitrator shall select the resolution proposed by one of the parties. If only one party submits a proposed resolution, the Arbitrator shall select that resolution as its decision. A Market Disruption Event means, with respect to a specified index, any of the following events: (a) the failure of the index to announce or publish information necessary for determining the contract price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index; (c) the temporary or permanent discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; (e) a material change in the formula for or the method of determining the index has occurred; or (f) either party believes in good faith that the index is no longer representative of the market price for such Product. 18. REPRESENTATIONS AND WARRANTIES 18.1 Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the execution, delivery and performance under each Transaction is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contract to which it is a party or any law, rule, regulation, order or the like applicable to it; (c) these General Terms and Conditions and each Transactions constitute its legally Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 18 of 21

19 valid and binding obligation enforceable against it in accordance with its terms, subject, as to enforceability only, to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and to general principles of equity; and (d) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt UNLESS OTHERWISE EXPRESSLY STATED IN THE CONFIRMATION OF A TRANSACTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE, EVEN IF SUCH PURPOSE IS KNOWN TO SELLER. 19. MISCELLANEOUS 19.1 No Transaction shall be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Each assigned Transaction shall be binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns. Notwithstanding the foregoing, Phillips 66 shall have the right to assign any Transactions to a creditworthy Affiliate without the necessity of obtaining the Counterparty s consent thereto. Such assigned Transactions shall be subject to General Terms and Conditions that are identical to those set forth herein, except that references to Phillips 66 shall be to the assignee No waiver by either Party of any breach by the other Party of any of the covenants or conditions of these General Terms and Conditions or any Transaction shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition hereof No statement or agreement, oral or written, made prior to or at the time of entering into a Transaction, shall vary or modify the written terms hereof, and neither Party shall claim any amendment to, modification of, or release from any provisions by mutual agreement unless such agreement is in writing, signed by the other Party. These General Terms and Conditions integrate the entire understanding between the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter Except as provided in the next sentence, all notices, invoices and other communications by one Party to the other under these General Terms and Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 19 of 21

20 Conditions and any Transaction shall be in writing and shall be delivered personally, by overnight courier, by certified mail, return receipt requested, by facsimile, or to the Party s address set forth in the Confirmation or otherwise in the sending Party s records. Notwithstanding the foregoing, a notice of an Event of Default may not be sent . Notices will be deemed given when received, or in the case of notice sent by facsimile, at the time of transmission if sent during normal business hours, or the following Business Day if sent after normal business hours If any conflict exists between the terms and conditions of these General Terms and Conditions and those of the Transactions, the terms and conditions of the Transaction shall control. The section headings are for convenience only and shall not be interpreted in any way to limit or change the subject matter of the General Terms and Conditions If any court of competent jurisdiction holds any terms or condition herein invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect The invalidity of any one or more covenants or provisions of these General Terms and Conditions shall not affect the validity of any other provisions hereof or these General Terms and Conditions, and the Transactions thereunder as a whole, and in case of any such invalidity, these General Terms and Conditions shall be construed to the maximum extent possible as if such invalid provision had not been included herein Each Party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the Parties in connection with any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings Any Confirmation or other related document, or recording may be scanned and stored electronically, or stored on computer tapes and disks, as may be practicable (the Imaged Agreement ). The Imaged Agreement, if introduced as evidence on paper, the Confirmation if introduced as evidence in automated facsimile form, any recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 20 of 21

21 basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or any other rule of evidence. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence Neither Party shall disclose the terms or conditions of any Transaction to any third party (other than the Party s employees, lenders, counsel, accountants or advisors that have a need to know such information and have agreed to keep it confidential), except in order to comply with any applicable law, regulation, any exchange or in connection with any court or regulatory proceeding; provided, however each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, a Party may elect to report a Transaction to a price index publication in which case the Product description, volume, price, delivery point and delivery date may be disclosed but the identity of the counterparty shall remain confidential. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. 20. ATTACHMENTS/ADDENDA Attached hereto and incorporated by reference herein, are certain addenda providing further terms and conditions as applicable: (a) Dispute Resolution (b) Marine Provisions for Natural Gas Liquids (c) Dodd-Frank Schedule Phillips 66 Company Liquefied Petroleum Gas General Terms and Conditions Effective February 16, 2018; Supersedes July 1, 2016 Page 21 of 21

22 EXHIBIT A DISPUTE RESOLUTION PROCEDURES Arbitration 1. Arbitration. Any dispute arising out of or relating to any Transaction, including its existence, validity, interpretation, performance, breach, or termination, will be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") before a panel of three arbitrators, or before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5,000,000. Otherwise a panel of three arbitrators will be chosen as follows: within 30 Days from the date of demand by either Party to commence arbitration, each Party will name an arbitrator, and, if possible, both Parties will mutually agree to a third arbitrator. In the event that the Parties are unable to agree to third arbitrator within 30 Days from the date on which the second of the two arbitrators was named, the two Party-appointed arbitrators will thereafter, name a third arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within 15 Days from the date of a written demand to do so, then upon written application by either Party, that arbitrator will be appointed by the AAA in accordance with its Commercial Arbitration Rules. In the event that the two Party-appointed arbitrators fail to appoint the third arbitrator within 30 Days from the date on which the second of the two arbitrators was named, then upon written application by either Party, the third arbitrator will be appointed by the AAA in accordance with its Commercial Arbitration Rules. If the arbitration will be before a sole arbitrator, then the sole arbitrator will be appointed by agreement of the Parties within 30 Days upon written demand of either Party. If the Parties cannot agree to a sole arbitrator, then upon written application by either Party, the sole arbitrator will be appointed by the AAA in accordance with its Commercial Arbitration Rules. 2. Discovery. The Parties adopt the initial disclosure requirements embodied in Rule 26(a) of the Rules of Federal Civil Procedure, without regard to any local rule or order suspending the effect of such initial disclosure requirements. The nature and extent of any further discovery to be conducted by the Parties will be determined by the arbitral tribunal or sole arbitrator based on a showing by the Party seeking additional discovery that such additional discovery is required to present the dispute properly for final resolution. In determining the scope of discovery, the arbitral tribunal or sole arbitrator will consider that in adopting this Section was the intent to limit discovery appropriately. Page A-1

23 3. Procedure and Place of Arbitration. Notwithstanding the selection of choice of law, the procedure of the arbitration proceedings will be conducted in accordance with the Commercial Arbitration Rules of the AAA. The place of arbitration will be Harris County, Houston, Texas. 4. Award. The arbitral tribunal or sole arbitrator will submit a written, reasoned award within a reasonable period of time after the naming of the third arbitrator, or in the case of a sole arbitrator, within a reasonable period of time after the naming of that sole arbitrator. In no event will the award be submitted more than 12 Months after the naming of the third arbitrator or sole arbitrator, except in extraordinary circumstances as reasonably determined by the arbitral tribunal or sole arbitrator. The award will be final and binding on all Parties. Special, punitive and exemplary damages are not recoverable, notwithstanding any other provision in these General Terms and Conditions. 5. Costs and Expenses. All fees and expenses in connection with such arbitration proceedings (except the fees and expenses of counsel, witnesses, and employees of each Party, which will be borne solely by the Party incurring them) will be divided equally between the Parties, provided that the arbitral tribunal or sole arbitrator may award the prevailing Party all or a portion of its reasonable fees and expenses (including the fees and expenses of counsel, witnesses, and employees). 6. Confidentiality. The arbitration proceedings, including any (a) discovery; (b) award; (c) evidence, statement, conduct, or action; (d) hearing; and (e) offers to settle in connection with the arbitration, are confidential and will not be disclosed to third parties except (x) in connection with a suit for enforcement of the award, (y) as required by law or as part of good-faith compliance with disclosure obligations under applicable law, or (z) when reasonably necessary to explain the terms and conditions of the award to outside attorneys, auditors, and insurers. Any offer, promise, conduct, statement, or evidence made in the course of the arbitration by any of the Parties, their agents, employees, experts, or attorneys are confidential and shall be considered inadmissible under Rule 408 of the Federal Rules of Evidence, and any similar state provisions, for any purpose, including impeachment. Evidence that is otherwise admissible shall not be rendered inadmissible as a result of its use in the arbitration proceedings. 7. Consent to Judgment. Judgment on the award may be entered by any court of competent jurisdiction. The prevailing Party shall be entitled to recover all reasonable fees and expenses, including attorneys fees, in connection with any enforcement of the award. Page A-2

24 EXHIBIT B MARINE PROVISIONS FOR NATURAL GAS LIQUIDS I. General - Except where specifically provided otherwise in the Confirmation, these Marine Provisions shall govern as to the matters covered herein. II. Definitions - Capitalized terms used, but not defined herein, shall have the meaning set forth in the General Terms and Conditions. As used in these Marine Provisions: (A) All Fast means at such time as the Vessel is completely moored at the Cargo Custody Transfer Point with the gangway, if it is to be utilized, down and secured. (B) (C) Cargo means any Product(s) described in the Confirmation. Cargo Custody Transfer Point means the Delivery Location designated in the Confirmation where custody of the Cargo is transferred from Terminal Party to Vessel Party or Vessel Party to Terminal Party. (D) COC means Certificate of Compliance. (E) (F) COI means United States Coast Guard Certificate of Inspection or similar documentation for other flag or port states. Contract means and includes the following documents in connection with each Transaction involving waterborne delivery of Cargo entered into by and between Buyer and Seller to which these Marine Provisions are attached: (A) the Confirmation (including amendments thereto); (B) these Marine Provisions; and (C) the General Terms and Conditions (then latest edition). (G) Controlled Tonnage means Vessels that are owned/operated or bareboat or time chartered by a Party. (H) Customary Anchorage means a recognized anchorage within the designated port for a Cargo Custody Transfer Point. Page B-1

25 (I) (J) Delivery Window means the Delivery Period set out in the Confirmation or the scheduler s nomination which designates the time period during which the Vessel is to endeavor to tender NOR at the Cargo Custody Transfer Point, or as near thereto as she may safely get, as established by the Confirmation. ETA means estimated time of arrival. (K) General Terms and Conditions means the latest edition of General Terms and Conditions of Phillips 66 Company. (L) IGS means an inert gas system. (M) IIC means an independent inspection company. (N) Inland Vessel means a United States Coast Guard-approved or American Bureau of Shipping inspected tow and/or tank barge and/or a tug that is restricted to operations in the inland waterways of the United States. (O) Lightering or Ship to Ship operations means the process of transferring cargo between vessels. (P) LPG means liquefied petroleum gas. (Q) Marine Claims means any dispute or claim arising under these Marine Provisions, including but not limited to demurrage claims disputes. (R) (S) (T) NGL means natural gas liquids. Non-Controlled Tonnage means any Vessel that is not Controlled Tonnage of a Party, such as spot or voyage chartered Vessels. NOR means Notice of Readiness. (U) Ocean-Going Barge means a United States Coast Guard approved or American Bureau of Shipping inspected tank barge that has an ABS Load Line Certification and is certified to operate in offshore waters. (V) Ocean-Going Vessel means an Ocean Tanker or Ocean-Going Barge. (W) Ocean Tanker means any ship, tanker or combination carrier that is certified to operate in offshore waters. (X) OCIMF means the Oil Companies International Marine Forum. Page B-2

26 (Y) Open Period for Berthing means a window for berthing, which either has not already been assigned by the Terminal to some other vessel, or for which some other vessel cannot claim priority on the basis that her NOR was given earlier than the NOR of the Vessel performing under the Confirmation. (Z) Security Regulations means, collectively, the International Ships and Port Facility Security Code and the U.S. Maritime Transportation Security Act of (AA) Service Vessel means the maneuvering or Lightering vessel, which will receive the cargo from the Ship to be Lightered, and transport its cargo to its discharge berth. (BB) TVE means Tank Vessel Examination. (CC) Terminal means any refinery or terminal facility delivering Cargo to or receiving Cargo from a Vessel. (DD) Terminal Party means the Party taking delivery from, or making delivery to, a Vessel at a Terminal. (EE) Tow means an Inland Vessel or an Ocean-Going Barge. (FF) Vessel includes any Ocean-Going Vessel or Inland Vessel. (GG) Vessel Owner means the Vessel Party if the Vessel Party is the owner/operator of the Vessel. If the Vessel Party is not the owner/operator of the Vessel, then Vessel Owner means the then current owner/operator of the Vessel. (HH) Vessel Party means the Party nominating a Vessel to perform under the Confirmation. (II) Vessel Vetting is the technical risk assessment and evaluation process prior to Vessel acceptance/rejection by the Vessel Party and/or the Terminal. (JJ) Ship to be Lightered means the Vessel which will deliver the cargo to the Service Vessel. III. Vessel Requirements A) Phillips 66 Vessel Vetting: Each Vessel to be nominated under these provisions shall always be of an acceptable condition that complies with the P66 Marine Vetting and Audit Criteria Summary for Vessel Operators, and each Party involved in the Transaction, including the Terminal(s), reserves the right to inspect (or not to inspect) and accept the Vessel(s) nominated for use, including vessels used in Lightering operations and the company utilized for lighterage support, except in the case of Transactions where both of the following conditions exist: a) FOB Transactions where P66 is Seller or DES Transactions where P66 is Buyer AND b) where the Delivery Location is a third party terminal where P66 leases tankage (unless specifically Page B-3

27 otherwise required by contractual agreement). The Vessel(s) so nominated must be accepted in all respects and by P66 Marine Vetting before officially tendering its valid NOR. The acceptance or rejection of the Vessel will not be unreasonably withheld and shall be communicated to the other Party within 24 hours (one business day) after receipt of nomination and all required vetting data or in the case tugs/towboats and/or barges shall be done within a timely manner. An acceptance of a Vessel will not constitute a continuing acceptance of the Vessel for any subsequent loading or discharging operations. Further, P66 reserves the right to rescind a Vessel acceptance on any reasonable ground if such Vessel is involved in any incident or if more recent information regarding the Vessel s status or similar becomes available at any time after a Vessel is accepted but prior to tender. The Seller/Terminal Party reserves the right, but not the duty, to have a representative(s) attend onboard the Vessel at any loading and/or discharging location at their expense and the Master, Vessel Owner, operators, managers and/or agents shall cooperate to facilitate the attendance. Note: The P66 Marine Vetting and Audit Criteria Summary for Vessel Operators document is accessible through the P66 link at Vessels not meeting the requirements in this Article III may be rejected by Terminal Party at Terminal Party s sole, but reasonably applied, discretion and neither review nor failure to review these requirements shall be deemed to waive or diminish Terminal Party s rights or Vessel Party s obligations herein. B) Vessel Regulatory Compliance. The Vessel Party shall exercise due diligence to ensure that, throughout the Cargo transfer operation, the Vessel shall fully comply, or hold authorized and recognized waivers for non- compliance, with any/all applicable flag, port state and/or any other laws, statutes, regulations, decrees, or orders, including any amendments thereto (whether U.S., foreign, state, or local) in effect as of the date Vessel is all fast alongside the berths. All expenses and time lost during any period when this warranty has been breached shall be for Vessel Party s account. C) Environmental Compliance. i. The Vessel Party shall exercise due diligence to ensure that the Vessel shall comply with all applicable local, state and federal environmental laws and regulations covering water, air and land pollution while at the place(s) of the Cargo Custody Transfer Point. If the Vessel fails to comply with such laws and regulations, the Vessel may be required to vacate her berth and proceed to the Customary Anchorage or waiting place. All expenses and time lost during any period when this obligation of due diligence has been breached and until the Vessel reberths and is found to be in compliance with the aforementioned laws and regulations shall be for Vessel Party s account. ii. The Vessel Party must have current hydrogen sulfide (H2S) and benzene policies and procedures for handling excessive levels of H2S and benzene. It must be recognized that petroleum products have the potential to contain H2S and/or benzene. Page B-4

28 D) Oil Pollution Responsibility Certificate. The Vessel Party shall exercise due diligence to ensure that the Vessel complies with the U.S. Federal Water Pollution Control Act, as amended, the U.S. Federal Oil Pollution Control Act of 1990 (OPA 1990), and regulations issued pursuant thereto effective during the term of the Confirmation, and has secured and carried onboard the Vessel a current U.S. Coast Guard Certificate of Financial Responsibility (COFR) (Water Pollution). The Vessel Party shall exercise due diligence to ensure that a Vessel also have onboard any other applicable local, state or federal Proof of Financial Responsibility Certificate that may be required at the Cargo Custody Transfer Point. E) Insurance. This provision shall be applicable only between Parties and shall not affect any liability of the Vessel to third parties, including but not limited to governments. i. For Ocean-Going Vessels, the Vessel Party shall exercise due diligence to ensure that throughout the Vessel's service under the Contract, the Vessel shall: 1. be entered in a P&I club, being a member of the International Group of P&I Clubs and have in place insurance cover for oil pollution for the greater of the maximum on offer through the International Group of P&I Clubs or 1 billion U.S. dollars; and 2. carry hull & machinery insurance at least equal to the agreed value of the Vessel. ii. For Inland Vessels, the Vessel Party shall exercise due diligence to ensure that throughout the Vessel's service under the Contract, the Vessel shall: 1. have protection & indemnity insurance, including pollution liability insurance, procured from a P&I Club in the International Group of P&I clubs, WQIS, or another insurer(s) with a minimum rating by A.M. Best Company of A minus to be reasonably approved by Terminal Party with a minimum of 100 million U.S. dollars per incident; and 2. carry hull & machinery insurance at least equal to the agreed value of the Vessel. iii. All such insurance shall be at no cost to the Terminal Party. Upon request of the Terminal Party, the Vessel Party shall promptly furnish to the Terminal Party reasonable evidence of required insurance. iv. To the extent applicable, all Ocean-Going Vessels shall carry on board a valid certificate of insurance as described in the 1969 Civil Liability Convention for Oil Pollution Damage or the International Convention of Civil Liability for Oil Pollution Damage v. The Vessel Owner representations and warranties set forth above are an essential part of the Contract, and the obligations of the Terminal Party under the Contract are conditional on the truth and performance of such representations warranties. Any breach of the above representations and warranties shall entitle the Terminal Party to terminate the Contract and/or to recover any damages allowable in law, admiralty or equity. F) Vessel Connection Construction. Vessel Party shall exercise due diligence to ensure that all piping, valves, spools, reducers and other fittings comprising that portion of the Vessel s manifold system outboard of the last fixed rigid support to the Vessel s deck Page B-5

29 and used in the transfer of Cargo, bunkers or ballast, will be made of steel or nodular iron. The fixed rigid support for the manifold system must be designed to prevent both lateral and vertical movement of the manifold. Further, Vessel Party shall exercise due diligence to ensure that no more than one reducer or spool piece (each in compliance with the American National Standards Institute ANSI standard) will be used between the Vessel s manifold valve and the Terminal hose or loading arm connection and this cantilever length should not exceed the standard for the size of the manifold piping. G) Carrier Alpha Code. Where bills of lading are issued, the Vessel Party shall exercise due diligence to ensure that the Bill of Lading issuer shall have and use a standard carrier alpha code (SCAC) required by the U.S. Customs regulations or any similar carrier code required by any other jurisdiction, including but not limited to, the EU Advance Cargo Regulations and the Advance Commercial Information Program in Canada. H) U.S. Customs and Border Protection Compliance. The Vessel Party shall exercise due diligence to ensure that the Vessel shall fully comply or hold waivers for noncompliance with all applicable U.S. Customs regulations in effect as of the date Vessel berths. The Vessel Party shall provide all required Customs information to the U.S. Customs and/or the Terminal Party prior to Vessel arrival. Without limitation, Vessel Party shall exercise due diligence to ensure that the Vessel shall comply with all obligations imposed upon her or the Vessel Owner under the Security Regulations. Terminal Party shall exercise due diligence to ensure that the discharge Terminal shall comply with any obligations imposed upon it or the Vessel Owner under the Security Regulations. I) Drug and Alcohol. i. Vessel Party shall exercise due diligence to ensure that the Vessel Owner of a US flag Vessels has in force a drug and alcohol policy that meets or exceeds the standards set forth by the U.S. Coast Guard Regulations, and any other applicable federal, state or local laws, and that such a policy includes: pre-hire, random/unannounced, and post-incident testing adequate to act as an effective abuse deterrent. Vessel Party shall exercise due diligence to ensure that this policy will remain in effect during the term of the Contract with regard to the applicable Vessel(s), and the Vessel Party shall require the Vessel Owner to exercise due diligence to ensure that such a policy is complied with. ii. Vessel Party shall exercise due diligence to ensure that Vessel Owner of a non US flag Vessel has in force a drug and alcohol policy that meets or exceeds the standards set forth by their flag state and also meets or exceeds the Standards set in the most recent edition of the Guidelines for the Control of Drugs and Alcohol on Board Ship as published by the OCIMF. Vessel Party shall exercise due diligence to ensure that this policy will remain in effect during the term of the Contract with regard to the applicable Vessel(s), and the Vessel Party shall require the Vessel Owner to exercise due diligence to ensure that such a policy is complied with, unless not permitted by the Flag state. Page B-6

30 IV. Nominations and Pre-Arrival Conditions. A) Delivery Window Nomination. Unless otherwise agreed in writing by the Contract parties, the Vessel Party shall nominate, in writing, a two day Delivery Window not less than 45 days before the first day of the delivery month. The Terminal Party will notify the Vessel Party not later than the close of business on the third business day after receipt of such nomination as to actual Delivery Window and will make best efforts to accommodate Vessel Party s nomination. B) Vessel Nomination. Unless otherwise agreed in writing, not less than six days before a Tow s arrival at the Cargo Custody Transfer Point, nor less than 12 days before arrival of any other Vessel at the Cargo Custody Transfer Point, the Vessel Party shall nominate for acceptance by the Terminal Party a suitable Vessel which is proposed to perform under the Contract. Provided however, that if upon execution of the Contract there is less than six days before a Tow s arrival at the Cargo Custody Transfer Point or less than 12 days before arrival of any other Vessel at the Cargo Custody Transfer Point, then the Vessel Party shall, as soon as reasonably practicable, nominate for acceptance by the Terminal Party a suitable Vessel which is proposed to perform under the Contract. The Vessel Party shall furnish, as required by the Terminal Party, data about the Vessel s dimensions, equipment, winches and lines, and such other data or documents as the Terminal Party may reasonably require. C) LPG Tank Readiness. Unless otherwise agreed, Vessels proceeding to the Terminal for the purposes of loading refrigerated gas liquid Cargo are to arrive with their tanks, pumps, lines compressors and condensers liquid free under the vapors of last cargo which shall be propane and/or butane with butadiene content not exceeding 0.5 percent by weight. Vessel s designated tanks to be under a slight overpressure and fully cooled down ready to receive the nominated Cargo to IIC s inspector satisfaction. If Vessel fails to arrive with tanks ready for loading, any NOR acceptance will be rescinded and all time and expenses required for Vessel to have its tanks in a load ready condition will be for Vessel Party s account. D) Vessel Substitution. If a Vessel nomination is rejected by the Terminal Party, the Vessel Party must promptly nominate another, suitable Vessel for acceptance by the Terminal Party. If a Vessel nomination is accepted by the Terminal Party, the Vessel Party may substitute another suitable Vessel by nominating it for acceptance by the Terminal Party. Unless otherwise agreed in writing, nomination of a substitute Vessel shall be made not later than four days before the Vessel s arrival at the Cargo Custody Transfer Point or four days before the first day of the Delivery Window, whichever is earlier. A Vessel nomination that has been accepted by the Terminal Party is not superseded until the Terminal Party has accepted a substitute Vessel nomination. Tug substitution must be done within 24 hours notice and only after Vessel clearance as above. However, a 12-hour notice period will be considered by the Terminal Party for inland and cross harbor movements. Substitute tugs must be of the similar size, capacity, capability and costs. Terminal Party will have the option to approve or reject any substitute. Page B-7

31 i. ETAs. 1. At no time shall the ETA constitute an agreement to alter the Delivery Window in the Contract or in the scheduler s nomination, if different. 2. Unless otherwise agreed in writing, the Vessel Party shall give notice in writing to the Terminal Party of the Vessel s ETA at the Cargo Custody Transfer Point. When applicable, such notice must be received by the Terminal Party at least four days in advance of such arrival by a Tow, and at least seven days in advance of such arrival by any other Vessel. When applicable, such notice shall be actually received by the Terminal Party 72, 48, 24 and 6 hours before Vessel s expected arrival at the Cargo Custody Transfer Point. 3. The Vessel Party shall promptly notify the Terminal Party in writing about a new ETA if the ETA advances or recedes by two hours or more after the 24 hour ETA notice has been given. ii. Pre-Arrival Information. The Vessel Party shall furnish, as reasonably requested by the Terminal Party, additional data in writing, about the Vessel s dimensions, loading temperature of the Vessel s cargo tanks, the Vessel s last three previous cargoes carried in all tanks, seaworthiness, equipment, and certificates, as well as the nature and estimated duration of the Vessel s anticipated Cargo handling and other operations at the Cargo Custody Transfer Point, such information to be actually received by the Terminal Party not later than 48 hours, if reasonably possible, before the Vessel s arrival at the Cargo Custody Transfer Point. iii. Terminal Regulations. If the Cargo Custody Transfer Point is a marine Terminal, a Vessel must comply at all times with the applicable Terminal regulations. Copies of such regulations should be requested of the Terminal. V. Delivery Window/Berthing. A) Priority in Berthing. i. Subject to subparagraph B. of this Paragraph V.1., priority in berthing shall be given to a Vessel that tenders NOR within her agreed Delivery Window over a Vessel that tenders NOR outside her agreed Delivery Window. ii. Vessels will be accorded priority in berthing in the order in which each Vessel s valid NOR is received by the Terminal, provided NOR is tendered within the agreed Cargo Window. The Terminal Party reserves the right to berth Vessels consistent with its operating and Terminal requirements. B) Notice of Arrival of Vessel After Delivery Window. As soon as it becomes apparent that the nominated Vessel will arrive after its contractual Delivery Window, the Vessel Party will immediately notify the Terminal Party in writing of this delay along with the expected new ETA. The Terminal Party will evaluate and advise within two business days if the new ETA can be accommodated in the Terminal schedule. If the Vessel can be accommodated, such accommodation does not and will not constitute a new Delivery Window under the original Contract and Vessels arriving after their original Delivery Page B-8

32 Window will be scheduled for loading at the earliest practicable time. Laytime for Vessels arriving after their original Delivery Window will not commence until the Vessel is All Fast at the Terminal. Vessels arriving after their original Delivery Window without the required notification to the Terminal Party or if the, Terminal cannot accommodate the new ETA of the Vessel in its schedule, the Terminal Party can refuse to deliver or receive the Cargo, as applicable, without prejudice to any other rights which the Terminal Party may have pursuant to the Contract. VI. Vessel at the Berth/Cargo Transfer Operations A) Non-Compliance with Terminal Regulations or Breakdown of Vessel Safety or Environmental Systems. The Terminal Party may instruct the Vessel to vacate her berth if (i) it appears that the Vessel will not, because of disability or any other cause on the part of the Vessel, be able to complete loading or discharge within the allowed laytime ; (ii) if the Vessel fails to comply with the Terminal s regulations or (iii) there is a deficiency in the Vessel s safety, mooring, or environmental systems, processes or management. Allowed laytime is the number of hours that the Terminal is permitted for all activities associated with loading or discharging a Vessel without paying demurrage. Used laytime is the number of running hours between the beginning of laytime and the ending of laytime less certain exclusions. Upon receipt of instructions from the Terminal Party that the Vessel is to vacate the berth, laytime or demurrage shall cease. The Vessel, after tendering NOR to recommence loading or discharging, shall be reberthed in accordance with Terminal Party s assignment. Laytime or demurrage will only resume counting upon the recommencement of Cargo operations. If the Vessel does not vacate the berth following said instructions, the Vessel Party agrees to reimburse the Terminal Party for any consequential demurrage claims received from other parties. B) Pollution Prevention and Responsibility. In the event an escape or discharge of Cargo or bunkers, or risk of escape or discharge of Cargo or bunkers occurs from the Vessel and causes or threatens to cause pollution damage, the Vessel Party will, or will ensure that the Vessel will, promptly take whatever measures it determines are necessary to prevent or mitigate such damage. Any of the aforementioned measures shall be at the Vessel Party s time and expense, provided that if the Terminal caused or contributed to such escape or discharge, the expense of the aforementioned measures shall be borne by the Terminal Party in proportion to its negligence or willful misconduct in causing or contributing to the escape or discharge. This provision shall be applicable only between the Parties hereto and shall not affect any liability of either Party to third parties, including, but not limited to, governmental agencies. C) Inert Gas System. Unless the Terminal prohibits Vessels from arriving with Cargo tanks inerted, all Vessels fitted with an IGS will not be permitted to tender NOR or berth or discharge of any Cargo unless the IGS is fully operational and all Cargo tanks are inerted with an oxygen level at or below eight percent. For a Vessel intending to handle Cargoes that could be adversely affected by inert gas, the Vessel Party may request from the Page B-9

33 Terminal Party an exemption from this clause, this request to be made at least three Business Days prior to the Vessel s arrival at the Cargo Custody Transfer Point. Such exemption request shall not be unreasonably withheld. All measurement equipment, procedures, calculations, and practices performed while Vessel is inerted shall conform to the most current API Manual of Petroleum Measurement Standards (MPMS), to the satisfaction of the IIC. Should the IGS fail after the Vessel has berthed, Cargo handling shall be terminated immediately and the Terminal notified, and the Vessel may be ordered to vacate the berth until her IGS is fully operational and tanks are inerted to the requisite pre-arrival condition. Temporary or substitute equipment or procedures to correct IGS malfunctions may not be used without the Terminal Party s approval. All expenses during IGS failure and between berthings in connection with IGS failure are for Vessel Party s account. Laytime or demurrage shall cease counting upon the stoppage of Cargo operations as a result of IGS failure and will only resume counting upon the recommencement of Cargo operations. D) Shifting of Vessels. Unless otherwise provided in the Contract including Paragraph VI(A) hereof, all expenses and time during any shifting of the Vessel shall be for the Vessel Party s account unless done at the request of the Terminal Party. The Terminal Party may otherwise, at its option, shift the Vessel within a berth or between berths, as well as to and from the anchorage, and any expenses and time lost during such activities shall be for the Terminal Party s account. E) Ballasting. If the Cargo Custody Transfer Point has ballast water handling facilities, the Vessel may discharge ballast water up to the maximum capacity available. Unless concurrent with Cargo handling, all time used during ballasting or deballasting, any charges for these services, and any delay due to waiting for service facilities shall be for the Vessel Party s account. If the Vessel must shift to and/or from such facilities, all time used by the Vessel in shifting as well as the shifting expenses shall be for Vessel Party s account. F) Vessel-Generated Waste. Fees associated with the testing, removal or reception of Vessel-generated waste, including fuel and lube oil sludge and oil bilge water, shall be for the account of the Vessel Party. Any waiting for reception facilities at a Terminal for Vessel-generated waste shall be for Vessel Party s account. If the Vessel must shift to and/or from such facilities, all time consumed by the Vessel shifting as well as shifting expenses for tugs, mooring line handlers, and pilots shall be for Vessel Party s account. The Vessel Party shall retain title to the waste material until it is tested and commingled with Terminal waste or, alternatively, delivered to a waste disposal company possessing a valid permit. VII. Terminal-Related Conditions. A) Safe Berth Availability and Charges. i. The Terminal Party shall exercise due diligence to provide a safe berth to which the Vessel may proceed to, lie at, and depart always safely afloat. However, if the Page B-10

34 ii. Vessel cannot, in the Terminal Party s sole opinion, maintain its moor safely at the dock, then the Terminal Party at its sole discretion may order hold-in tugs, and the cost of such tugs shall be for Vessel Party s account. The Terminal Party shall provide aberth for the Vessel free of wharfage fees for normal Cargo transfer. The Terminal Party shall be entitled to charge a wharfage fee for Vessels that cause or otherwise contribute to unreasonable delays or expenses while in port. Dockage and service fees, including mooring, booming, fresh water, steam and oily slops receipts will be charged to the Vessel Party. In addition, all duties and other charges on the Vessel, including, without limitation, those incurred for tugs and pilots, and other port costs shall be for the Vessel Party s account. Notwithstanding anything contained in this clause or the Contract, the Terminal Party does not warrant the safety or draft of public channels, fairways, approaches thereto, anchorages or other publicly- maintained areas either inside or outside the port area where the Vessel may be directed. Terminal Party shall not be liable for (i) any loss, damage, injury or delay to Vessel resulting from the use of such waterways not caused by the Terminal Party s fault or negligence or willful misconduct or which could have been avoided by the exercise of reasonable care on the part of the Vessel or her Master, or (ii) any damage to Vessels at the Terminal caused by other vessels passing in the waterway. B) Representative. Terminal Party and Terminal may, at their option, place a representative or representatives on board the Vessel to observe loading and/or discharging of Cargo and related operations during the period after the Vessel has arrived at the port wherein the Cargo Custody Transfer Point is located. In addition, Terminal Party and Terminal may, at their option, place a representative or representatives on any Vessel involved in a Lightering operation. The representatives will advise the Vessel Master(s) or Mooring Master about avoidance of pollution, unsafe acts, or violation of Terminal regulations. Terminal Party's or Terminal s representative will not however, under any circumstances order or direct the Vessel, her officers or crew to take any particular action, or interfere in any way with the Master's exercise of his authority. The responsibility and liability for any pollution, unsafe acts, or violation of Terminal requirements remains with the Vessel and her Master. C) Hoses and Simultaneous Discharge. i. Hoses between a Vessel and the shore flanges shall be furnished by the Terminal Party, unless otherwise specified by the Terminal. Flanges for hose connections should be at or near the Vessel s dockside rail and should comply with OCIMF recommendations. Crossover hoses between barges, or hoses at crossover offshore manifolds of Vessels (i.e., jumpers ), shall be furnished and connected by the Vessel at the risk and expense of the Vessel Party. ii. Vessel s Cargo hoses, including marine vapor recovery ( MVR ) and offshore manifold crossover hoses (or jumpers), must be tested annually and be in service for less than five years. Documentation of annual hydrostatic testing and service age must be aboard the Vessel and available to the Terminal Party on request. Any Page B-11

35 delay arising from Vessel s failure to provide aforementioned complete and up to date documentation shall not count as used laytime or as time on demurrage. iii. If requested by the Terminal Party, Vessel shall load or discharge Terminal Party s grades simultaneously whenever the Cargo Custody Transfer Point allows. Any delay arising from Vessel s failure to work Terminal Party s grades simultaneously shall not count as laytime or as time on demurrage. D) Damage to Terminal Party s Property. Vessel Party shall be liable for any damage sustained by wharves, berths, docks, tugs, or vessels owned or maintained by the Terminal Party, or for which the Terminal Party is responsible, arising out of the negligent or improper operation of the Vessel or any other waterborne craft ordered by, or being operated for the account of, the Vessel Party. The Vessel Party will indemnify the Terminal Party for any such damages. Nothing in these Marine Provisions or the Contract shall prejudice or deprive the Parties of their rights or limitation or exclusion of liability under applicable laws or regulation. E) Shore Lines. If requested by the Vessel Party at least three Business Days prior to the Vessel s arrival, the Terminal Party shall use best efforts to perform a line press or line displacement prior to load or discharge to determine status of shorelines and ensure accuracy of Cargo measurement. F) In-Harbor Lightering. In-harbor Lightering shall not be permitted without prior approval of the Terminal Party and the P66 Marine Vetting team. In-harbor Lightering shall be performed at Vessel Party s sole expense, time and risk. Terminal Party s approval shall not relieve Vessel Party of the obligation to indemnify and hold the Terminal Party harmless for any loss or liability arising from or attributable to Vessel Party s fault or negligence or willful misconduct. VIII. Inland Vessels. A) Notice of Readiness. i. After the Vessel has arrived at the customary waiting area or other place of waiting as required by the shore facilities for the designated Cargo Custody Transfer Point, and is in all respects ready to proceed to the berth to commence loading or discharging the Cargo in accordance with the terms of the Contract, the Captain or Barge representative shall promptly give such shore facilities and the Parties hereto notice, berth or no berth via electronic mail, fax, letter, telegraph, wireless radio or satellite communication available, radio telephone or telephone. ii. If, immediately prior to giving NOR, at hoses off, the Vessel is discharging or loading another cargo in a berth at the port wherein the Cargo Custody Transfer Point is located, or waiting at a layberth there, NOR may be tendered at such berth, but time used in shifting from such berth to the anchorage or to the loading or discharging berth shall not count as laytime or time on demurrage. B) Allowed Laytime. Page B-12

36 i. If not otherwise specified in the Contract or scheduler s nomination, allowed laytime for a pressurized Inland Vessel shall be calculated basis the Cargo volume as follows: 2500 Bbls / Hour + 3 free hours ii. In no event shall allowed laytime be less than 12 hours, which includes 3 hours of free time. C) Laytime Counting. i. If an Inland Vessel tenders NOR prior to the commencement of the Delivery Window, laytime shall commence at 0001 hours local time on the first day of the Delivery Window or upon All Fast, whichever occurs first, except in instances where the Vessel is berthed prior to such date with the Terminal Party s consent, laytime shall commence when All Fast. ii. If an Inland Vessel tenders NOR within the Delivery Window, then laytime shall commence upon NOR, berth or no berth, or upon All Fast, whichever occurs first. iii. If an Inland Vessel tenders NOR after the Delivery Window expires, then laytime shall commence upon All Fast. iv. Laytime shall cease when the Inland Vessel is released by the Terminal and/or the IIC. v. If more than one barge is utilized, barges will be expected to load or discharge simultaneously. a. If the Cargo Custody Transfer Point requires barges to berth individually, time consumed in shifting the barges shall count as used laytime or as time on demurrage. b. If the Tow requires barges to berth individually, time consumed in shifting the barges, from hoses off to All Fast, shall not count as used laytime or as time on demurrage. D) Pumping Warranties. i. Each pressure barge will be capable of discharging its full cargo within ten (10) hours provided, in each instance, that the shore facilities can accommodate same. If the terminal or place of discharging does not allow or permit the barge to meet this warranty, the Vessel Party shall advise the Terminal Party in writing by electronic mail, telex or facsimile. ii. Any delay to barge s discharge caused by shore conditions identified by the Vessel Party in writing shall be taken into account in the assessment of laytime or time on demurrage. IX. Ocean-Going Barges. A) Notice of Readiness. i. After the Vessel has arrived at the Customary Anchorage or other place of waiting as required by the shore facilities for the designated Cargo Custody Transfer Point, and is in all respects ready to proceed to the berth to commence loading or discharging the Cargo in accordance with the terms of the Contract, the Captain, or Barge representative shall promptly give such shore facilities and the Parties Page B-13

37 hereto notice, berth or no berth, via electronic mail, fax, letter, telegraph, wireless radio or satellite communication available, radio telephone or telephone. ii. NOR may not be tendered until the Ocean-Going Barge has a current and valid TVE, COC, COI and/or equivalents as required under current regulations. iii. If, at hoses off, the Vessel is discharging or loading another cargo in a berth at the port wherein the Cargo Custody Transfer Point is located, or waiting at a layberth there, NOR may be tendered at such berth, but time used in shifting from such berth to the anchorage or to the loading or discharging berth shall not count as laytime or time on demurrage. B) Allowed Laytime. i. Unless otherwise provided in the Contract or scheduler s nomination, laytime shall be the number of hours as specified in the table below at the Cargo Custody Transfer Point(s). Cargo Quantity Laytime UP to 29,999 barrels 15 hours 30,000 to 39,999 barrels 16 hours 40,000 to 49,999 barrels 17 hours 50,000-59,999 barrels 18 hours 60,000-69,999 barrels 19 hours 70,000-79,999 barrels 20 hours 80,000-89,999 barrels 21 hours 90,000-99,999 barrels 22 hours 100, ,999 barrels 23 hours 110, ,999 barrels 24 hours 120, ,999 barrels 25 hours 130, ,999 barrels 26 hours 140, ,999 barrels 27 hours 150, ,999 barrels 30 hours 180,000 or more 36 hours C) Laytime Counting. i. If an Ocean-Going Barge tenders NOR prior to the commencement of the Delivery Window, then laytime shall commence at 0001 on the first day of the agreed Delivery Window, except in instances where the Vessel is berthed prior to such date with the Terminal Party s consent, then laytime shall commence when All Fast. ii. If an Ocean-Going Barge tenders NOR within the agreed Delivery Window, then laytime shall commence, berth or no berth, after tender of NOR, or when All Fast, whichever occurs first. iii. If an Ocean-Going Barge tenders NOR after the Delivery Window expires, then laytime shall commence only when All Fast. iv. Laytime shall cease when the Vessel is released by the Terminal and/or the IIC. D) Pumping Warranties. i. Ocean-Going Barges, other than pressurized units, will maintain an average of 100 psi at Vessels manifold or discharge its entire Cargo within twenty-four (24) hours. Page B-14

38 X. Ocean Tanker. ii. Any time consumed due to the inability of the Vessel to discharge the Cargo throughout the bulk of the discharge, within the specified warranties listed above, shall not count as laytime or time on demurrage. A) Notice of Readiness. i. After the Vessel has arrived at the Customary Anchorage or other place of waiting as required by the designated shore facilities, and is in all respects ready to proceed to the berth to commence loading or discharging the Cargo in accordance with the terms of the Contract, the Master, Captain, Master s Agent or Tanker representative shall promptly give such shore facilities and the Parties hereto notice, berth or no berth, via electronic mail, fax, letter, telegraph, wireless radio or satellite communication available, radio telephone or telephone. Unless otherwise agreed, the Customary Anchorages for the following Cargo Custody Transfer Points shall be deemed to be as indicated and all other Customary Anchorages and Cargo Custody Transfer Points shall be provided upon request: ii. If NOR is tendered orally by an Ocean Tanker, confirmation in writing shall be made within 12 hours when required. iii. NOR may not be tendered until the Ocean Tanker has a current and valid TVE, COC, and COI. iv. If, immediately prior to giving NOR, at hoses off, the Vessel is discharging or loading another cargo in a berth at the port wherein the Cargo Custody Transfer Point is located, or waiting at a layberth there, NOR may be tendered at such berth, but time used in shifting from such berth to the anchorage or to the loading or discharging berth shall not count as laytime or time on demurrage. B) Allowed Laytime. Unless otherwise provided in the Contract or scheduler s nomination, seventy-two (72) running hours for cargo quantities equal to or greater than 40,000 cubic meters and forty-eight (48) running hours for cargo quantities 40,000 cubic meters or less shall be permitted to the Terminal Party as laytime at the Cargo Custody Transfer Point(s) for a fully refrigerated, semi-refrigerated or pressurized LPG cargo or pro rata thereof for part cargo based on the total cubic meters of cargo carried by the Ocean Tanker on that voyage. C) Laytime Counting. i. If an Ocean Tanker tenders NOR prior to the agreed Delivery Window, then laytime shall commence at 0600 on the first day of the agreed Delivery Window, except in instances where the Vessel is berthed prior to such date, with the Terminal Party s consent, laytime shall commence when All Fast. ii. If an Ocean Tanker tenders NOR within the agreed Delivery Window, then laytime shall commence, berth or no berth, six hours after the tender of NOR, or when All Fast, whichever occurs first. iii. If an Ocean Tanker tenders NOR after Delivery Window expires, then laytime shall commence when All Fast. Page B-15

39 iv. Laytime shall run until the cargo hoses have been finally disconnected upon completion of loading or discharging, provided always that if the Vessel is detained solely for the purposes of awaiting Cargo documents at load port for more than three hours beyond the final disconnection of cargo hoses, laytime shall recommence after such three hours and terminate upon completion of Cargo documentation. If after completion of loading the Vessel is required to proceed to an anchorage for the Vessel Party s purposes, then the time spent moving from the berth to the anchorage shall not count as part of the three hours referred to above or as laytime. D) Pumping Warranties. i. LPG tankers carrying pressurized or refrigerated cargoes, will discharge their entire cargo within 24 hours for a single discharge port. An additional 12 hours of laytime will be allotted for each additional discharge port. ii. Any time consumed due to the inability of the Vessel to discharge the Cargo throughout the bulk of the discharge, within the specified warranties listed above, shall not count as laytime or time on demurrage. XI. Deviation. If Buyer elects to change Delivery Location or adds additional ports, it will be subject to the governing charter party restrictions, if any, and all cost will be for Buyers account, including additional steaming time at the demurrage rate plus bunkers, additional expenses at the port, and port time from end of sea passage until start of sea passage at the demurrage rate. XII. Interim Ports. Buyer shall pay for any interim load/discharge port(s) at cost. Time for additional steaming, which exceeds direct route from first load port to furthest discharge port, shall be paid at the demurrage rate plus bunkers consumed, plus actual port costs. Time used at each additional port shall be paid at the demurrage rate beginning at end of sea passage and ending at start of sea passage. XIII. Global Lightering or Ship to Ship Transfer. A) If Lightering is performed at any customary Lightering anchorage designated by the local port authority, time used in such Lightering to count as used laytime. Such anchorage shall not be considered as a second discharge port or second discharge berth and running time from such anchorage to berth shall not count as laytime, or time on demurrage if the allowed laytime has expired. Laytime at anchorage (whether or not the Vessel is on demurrage) shall begin after receipt of NOR by Vessel Owner. B) Any and all expenses incurred at lighterage anchorage, except Vessel Party s items if Buyer is not Vessel Party, are to be for Buyer s account, including but not limited to Page B-16

40 deviation to and from said lighterage area, if any, and all port costs at lighterage area providing acceptable supporting documentation provided. C) Laytime and demurrage shall cease when all booms, fenders, hoses, reducers, and all unmooring operations have been completed and workboat or Service Vessel(s) have been separated. D) All Lightering and Ship to Ship operations shall be performed according to OCIMF guidelines. E) Communication Information. i. Notices: Where applicable, Vessel is to advise ETA to Lightering area days prior to arrival via telex, telephone, fax or as per port state (ex. United States Coast Guard) requirements and OCIMF Ship-to-Ship Transfer Guide for Petroleum, Chemicals and Liquefied Gases, 2013 and shall also give notice to the Terminal Party at the same time. ii. NOR to be tendered at the Customary Anchorage or designated Lightering zone as specified by the local port authority. NOR's will be considered invalid if not met with this requirement. Vessel should be anchored and ready to load upon arrival to this Lightering zone. XIV. Shared Delays (Excluding Lightering). A) Laytime shall be reduced to one-half for the following conditions: i. Delays due to weather and/or sea conditions shall include, but not be limited to lightning, ice, fog, frost, storm, wind, waves and/or swells; ii. Daylight restrictions, channel blockage and/or port closures associated with the shore facilities for the designated Cargo Custody Transfer Point; iii. Breakdown or failure of equipment or machinery in or about the shore facilities for the designated Cargo Custody Transfer Point; iv. any delay for which laytime/demurrage consequences are not specifically allocated in this or any other clause of these Marine Provisions and are beyond the reasonable control of the Vessel or Terminal Party. XV. Laytime Exclusions A) Time shall not count as laytime or time on demurrage if lost or spent due to: i. Inward passage from a Lightering or waiting area to the Customary Anchorage or berth, even if Lightering has taken place; or proceeding from the Customary Anchorage to the berth, such time commencing at the earlier of pilot on board or anchor aweigh and ending at All Fast. ii. Awaiting pilots, tugs, or tides. iii. Inability of the Vessel to discharge or receive Cargo safely or have the IGS working properly, if applicable. Page B-17

41 iv. The Vessel requiring separate and/or additional shore tank gauges for any reason, or the Vessel s failure to comply with Terminal regulations. v. Failure of the Vessel to have any required certificate of financial responsibility, or failure to be in compliance with applicable governmental regulations (or hold the necessary waiver if not in compliance), or the failure to have other legally required documentation, including the COC or tank vessel examination letter. vi. Prohibitions of Cargo transfer at any time by the Vessel, or the Vessel Party or port authorities, unless such prohibition is caused by the Terminal Party s failure to comply with applicable laws or regulations. vii. Vessel Party s failure to have required documentation on board. vii. Awaiting customs or immigration clearance, or free pratique. viii. Strike, lockout, fire, explosion, torts of third parties, stoppage or restraint of labor of the Master, officers and crew of the Vessel or towboat or pilots. ix. Any delay for which the Vessel Party, the Vessel (including breakdown or inefficiency of the Vessel), her Master or crew is responsible, including without limitation, any delays occasioned by any failure of the Vessel to meet the requirements of these Marine Provisions or the Contract. x. Bunkering, ballasting, deballasting, or discharging slops unless concurrent with loading or discharging of Cargo. xi. A result of a labor boycott arising in connection with the business of the Vessel, Vessel Owner, or Vessel Party, the terms or conditions of employment of the Vessel, Vessel Owner s, or Vessel Party s servants, or employment, trades, or Cargoes of the Vessel. xii. Restraint or interference in the Vessel s operation by any governmental authority in connection with the ownership, registration, or obligations of the Vessel Party or the Vessel, or in connection with stowaways or with smuggling or other prohibited activities of the Vessel s or Vessel Party s servants. xiii.cargo contamination or damage caused by unseaworthiness or negligence or willful misconduct of the Vessel or, servants of the Vessel or Vessel Party. xiv. The Vessel s unclean tanks, or tank not cooled down ready to load refrigerated LPG cargoes, or inability to maintain heating or pumping warranties, or the need for Vessel repairs. xv. Any delay caused by the Vessel Party s failure to comply with financial and/or credit responsibilities to the Contract. XVI. Cargo Sampling and Analysis A) If the quality of the Cargo is called into question (for example, quality as determined by independent certified laboratory is evaluated as not meeting the applicable specifications for the Cargo loaded or to be loaded as specified in the sale/purchase agreement), any delays, including but not limited to, re-sampling and/or analysis, shall be for the account: i. of the Seller, should the Cargo in question fail to meet the applicable specifications as per the Contract; ii. of the Buyer, should the Cargo in question be in compliance with the applicable specifications as per the Contract. Page B-18

42 XVII. Demurrage A) Rate Determination. Demurrage shall be payable by the Terminal Party for all laytime that exceeds allowed laytime at the following demurrage rates: i. For Controlled Tonnage: 1. The demurrage rate will be as stipulated in the Contract or scheduler s nomination. 2. Should the demurrage rate not have been stipulated within the Contract or scheduler s nomination, then the daily hire rate for the Vessel applies. ii. For Non-Controlled Tonnage: 1. The demurrage rate will be the demurrage rate or daily hire rate included in the charter party for the Vessel. B) Demurrage Claims on Ocean Tankers shall be accompanied by: i. A laytime statement, ii. Vessel Owner s demurrage calculations if applicable, iii. Vessel Owner s invoice if applicable, iv. Copy of the Vessel s NOR document(s), v. Vessel s Statement of Facts (SOF) and agent s SOF if applicable, vi. Vessel pumping logs if the claim is for a discharge, vii. Charter party if applicable, viii. Bill of Lading if the claim is for a pro rata portion, ix. Letters of Protest (if applicable) signed by or on behalf of Master and Terminal, x. Such other supporting documentation as reasonably may be requested by the Terminal Party. C) Demurrage Claims on Inland Vessels and Ocean-Going Barges shall be accompanied by: i. A laytime statement, ii. Pumping logs or pumping documentation in the barge logs if the claim is for a discharge and only if needed to verify compliance with the pumping warranty, iii. Vessel Owner s demurrage calculations if applicable, iv. Vessel Owner s invoice if applicable, v. Barge logs with NOR, vi. Such other supporting documentation as reasonably may be requested by the Terminal Party. D) Demurrage Claims Processing. Demurrage claims must be submitted electronically by before 1200 noon on the last Business Day prior to the ninety (90) day time bar, such time period commencing upon completion of loading/discharge. The demurrage claim will be deemed waived and extinguished in its entirety if not submitted electronically via the manner noted below along with reasonable supporting documentation within the allowed time bar. Page B-19

43 For demurrage claims to P66, demurrage claims must be submitted to: In no instance will P66 ever be liable for demurrage in excess of that amount paid to the Vessel Owner. E) The agreed demurrage amount shall be paid within 30 days of the settled demurrage claim. F) Public Dock Clause. Vessels loading or discharging at a public dock are accepted on a first come, first served basis. Therefore, laytime at a public dock commences only when the Vessel is All Fast at the nominated berth. G) New York Arbitration. Marine Claims shall be resolved pursuant to arbitration as provided herein notwithstanding anything in the General Terms and Conditions to the contrary. For Marine Claims where the total amount claimed by either Party does not exceed U.S. $300,000 (exclusive of interest on the sum claimed, costs of the arbitration, and legal expenses), the dispute is to be governed by the ''Shortened Arbitration Procedure'' of the Society of Maritime Arbitrators, Inc. (SMA) of New York, as defined in the SMA's current Rules for such procedure. For Marine Claims where the total amount claimed by either Party exceeds U.S. $300,000, such arbitration shall be referred to three persons in New York City, New York, one to be appointed by each of the Parties hereto and the third, who shall be the Chair, by the two so chosen. Their decision, or that of any two of them, shall be final and binding, and for the purpose of enforcing any award, the Contract may be made a rule of the Court. The arbitrators shall be persons conversant in marine matters and may be attorneys and need not be members of the SMA. All arbitrations shall be governed by the Rules of the SMA. Judgment upon any arbitration award may be entered by any court of competent jurisdiction. Any Party may bring a legal action to compel arbitration of any claim to which this arbitration clause applies in any court of competent jurisdiction. XVIII. Miscellaneous The panel or single arbitrator hearing the Marine Claim shall have the authority to provide in any award for the allocation of the costs of arbitration, including reasonable attorney s fees, and arbitrator s fees. A) Compliance with Law. Vessel Party and Terminal Party shall be in full compliance with all applicable governmental laws, regulations, and orders, and shall maintain records that demonstrate compliance with the applicable regulations and standards. Vessel Party and Terminal Party shall have the right to inspect and copy any and all such records of the other Party at any reasonable time or times during normal business Page B-20

44 hours. This provision shall survive termination of the Contract for a period of two years. B) Interpretation. Irrespective of anything in the Contract to the contrary, these Marine Provisions and any other document constituting a part of the Contract shall not be interpreted or applied so as to require either Party to do, or refrain from doing, anything that would constitute a violation of or result in a loss of economic benefit under, any applicable laws or regulations, including without limitation, United States anti- boycott laws or regulations. C) In the case of any conflict in the various provisions of the Contract, terms shall prevail in the following order: the Confirmation and, scheduler s nomination, and these Marine Provisions; except for narrowing or revising the Delivery Window for which the scheduler s nomination shall prevail. D) The Section and Paragraph headings are for convenience only and shall not be interpreted in any way to limit or change the subject matter of the Contract. Page B-21

45 EXHIBIT C DODD-FRANK SCHEDULE This Dodd-Frank Schedule will apply to energy Commodity transactions with Phillips 66 Company (each a Transaction ). The term Commodity shall mean all commodities commonly sold in the forward contract trade, and shall include, but not be limited to natural gas liquids (including both the raw product and its components), crude oil and crude oil products, refined petroleum products, and bi-products. Capitalized terms used herein, but not otherwise defined, shall have the meaning specified in the applicable general terms and conditions governing the Transaction. A. Representations 1. Physical Transactions. With respect to each Transaction for the purchase and sale of a Commodity that is not a swap, as such term is defined under the Commodity Exchange Act, as amended (the CEA ) and the rules of the Commodity Futures Trading Commission (the CFTC ), Phillips 66 Company and its counterpart to the Transaction (each a Party and collectively, the Parties ) each make the following representations as of the date the Parties enter into the Transaction (the Trade Date ): (i) (ii) each Party is a commercial user of, or a merchant handling, the Commodity that is the subject of the Transaction; and is entering into such Transaction solely for purposes related to its business as such; and it intends to make or take physical delivery of the Commodity; and any optionality under the Transaction is merely incidental to the predominant purpose of effecting delivery. 2. Bookouts. In the course of scheduling the purchase or delivery of the Commodity, or for other commercial reasons, the Parties may determine subsequent to the execution of the Transaction(s), that, rather than physically deliver and/or receive the Commodity, the Transaction should be booked out. B. Reporting Obligations 1. Each Party agrees that if it is the Non-Reporting Party with respect to a swap Page C-1