Shell Midstream Partners, L.P. Sample Contracts

Shell Midstream Partners, L.P. – REVOLVING LOAN FACILITY AGREEMENT (August 2nd, 2019)
Shell Midstream Partners, L.P. – HOUSTON, August 1, 2019 – Shell Midstream Partners, L.P. (NYSE: SHLX), a growth-oriented master limited partnership formed by Royal Dutch Shell plc (“RDS”), reported net income attributable to the partnership of $115 million for the second quarter of 2019, which equated to $0.38 per common limited partner unit. Shell Midstream Partners also generated adjusted earnings before interest, income taxes, depreciation and amortization attributable to the partnership of $187 million. Total cash available for distribution was $162 million, approximately $22 million higher than the prior quarter. The fi (August 1st, 2019)

• The Partnership reported $115 million of net income attributable to the partnership, $133 million of net cash provided by operating activities, $187 million of adjusted EBITDA attributable to the partnership and $162 million of cash available for distribution.

Shell Midstream Partners, L.P. – Colonial Pipeline Company Consolidated Financial Statements Year Ended December 31, 2018 Contents (June 28th, 2019)

We have audited the accompanying consolidated financial statements of Colonial Pipeline Company, which comprise the consolidated balance sheet as of December 31, 2018, and the related consolidated statements of income, comprehensive income, stockholders’ deficiency and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Shell Midstream Partners, L.P. – LOAN FACILITY AGREEMENT (June 6th, 2019)
Shell Midstream Partners, L.P. – CONTRIBUTION AGREEMENT dated as of May 10, 2019, by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM OPERATING LLC (May 13th, 2019)

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 10, 2019, by and among SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”), SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“SHLX”), and SHELL MIDSTREAM OPERATING LLC, a Delaware limited liability company (“Operating”).

Shell Midstream Partners, L.P. – • The Partnership reported $132 million of net income attributable to the partnership, $150 million of net cash provided by operating activities, $170 million of adjusted EBITDA attributable to the partnership and $140 million of cash available for distribution. • First quarter distribution of $0.415 per common unit, up 3.75% from previous quarter, which supports the partnership's intent to deliver mid-teens annual distribution growth through 2019. • Continued strength in the Gulf of Mexico and improved terminal and storage performance, which partially offset decreased revenue related to the e (May 2nd, 2019)

• The Partnership reported $132 million of net income attributable to the partnership, $150 million of net cash provided by operating activities, $170 million of adjusted EBITDA attributable to the partnership and $140 million of cash available for distribution.

Shell Midstream Partners, L.P. – OMNIBUS AGREEMENT TERMINATION AGREEMENT (February 21st, 2019)

This OMNIBUS AGREEMENT TERMINATION AGREEMENT, dated effective as of February 1, 2019 (this “Agreement”) is entered into by and between Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Shell Midstream Operating LLC, a Delaware limited liability company (“OLLC”), and, solely for purposes of Articles 4 and 5 of the Original Agreement (as defined herein), Shell Oil Company, a Delaware corporation (“Shell” and together with SPLC, the Partnership, the General Partner and OLLC, the “Parties”).

Shell Midstream Partners, L.P. – • The Partnership reported $141.1 million of net income attributable to the partnership, $140.8 million of net cash provided by operating activities, $178.7 million of adjusted EBITDA attributable to the partnership and $156.1 million of cash available for distribution. • Fourth quarter distribution of $0.400 per common unit, up 4.7% from the previous quarter, which meets the partnership’s previously disclosed guidance of 20% annual distribution growth through 2018. • Full year 2018 performance driven by continued strength in the Gulf of Mexico, capturing organic growth opportunities. (February 21st, 2019)

HOUSTON, February 21, 2019 – Shell Midstream Partners, L.P. (NYSE: SHLX), a growth-oriented midstream master limited partnership formed by Royal Dutch Shell plc (“RDS”), reported net income attributable to the partnership of $141.1 million for the fourth quarter of 2018, which equated to $0.45 per common limited partner unit. Shell Midstream Partners also generated adjusted earnings before interest, income taxes, depreciation and amortization attributable to the partnership of $178.7 million.

Shell Midstream Partners, L.P. – OMNIBUS AGREEMENT (February 21st, 2019)

This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Effective Date, among Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Shell Midstream Operating LLC, a Delaware limited liability company (the “OLLC”).

Shell Midstream Partners, L.P. – SHELL TRADEMARK MANAGEMENT INC. and SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P., SHELL MIDSTREAM PARTNERS GP LLC TRADE MARKS LICENSE AGREEMENT COMPANY NAME AND HOUSE MARK for SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM PARTNERS GP LLC (February 21st, 2019)
Shell Midstream Partners, L.P. – AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. (December 21st, 2018)

This Amendment No. 2 dated as of December 21, 2018 (this “Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), is hereby adopted by Shell Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to authority granted in Section 13.1 of the Partnership Agreement (as defined below). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Shell Midstream Partners, L.P. – Shell Midstream Partners, L.P. Finalizes Amendment for 2019 Incentive Distribution Rights Growth Waiver (December 21st, 2018)

HOUSTON, December 21, 2018 – Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership”), a growth-oriented midstream master limited partnership formed by Royal Dutch Shell plc (“RDS”), announced that it and its general partner, Shell Midstream Partners GP LLC, have amended the Partnership’s partnership agreement for the 2019 Incentive Distribution Rights (IDR’s) Growth Waiver.

Shell Midstream Partners, L.P. – AMBERJACK PIPELINE COMPANY LLC Financial Statements (Unaudited) March 31, 2018 and 2017 Index (November 2nd, 2018)
Shell Midstream Partners, L.P. – • The Partnership reported $148.3 million of net income attributable to the partnership, $154.4 million of net cash provided by operating activities, $187.0 million of adjusted EBITDA attributable to the partnership, and $163.5 million of cash available for distribution. • Third quarter distribution of $0.382 per common unit, up 4.7% from previous quarter, which supports the partnership's intent to deliver 20% annual distribution growth through 2018. • The Partnership expects its sponsor to waive a portion of IDR's for 2019. We believe this is a strong sign of sponsor support to strengthen the (November 1st, 2018)

• The Partnership reported $148.3 million of net income attributable to the partnership, $154.4 million of net cash provided by operating activities, $187.0 million of adjusted EBITDA attributable to the partnership, and $163.5 million of cash available for distribution.

Shell Midstream Partners, L.P. – LOAN FACILITY AGREEMENT (August 2nd, 2018)
Shell Midstream Partners, L.P. – SHELL MIDSTREAM PARTNERS THIRD AMENDED AND RESTATED CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 1, 2018 (August 2nd, 2018)

THIS SHELL MIDSTREAM PARTNERS THIRD AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (the “Third Amended and Restated Agreement”) is dated as of August 1, 2018 and made between:

Shell Midstream Partners, L.P. – • The Partnership reported $110.7 million of net income attributable to the partnership, $104.2 million of net cash provided by operating activities, $155.2 million of adjusted EBITDA attributable to the partnership, and $136.6 million of cash available for distribution. • Second quarter distribution of $0.3650 per common unit, up 4.9% from previous quarter, which supports the partnership's intent to deliver 20% annual distribution growth through 2018. • Completed the acquisition of an interest in Amberjack Pipeline Company LLC during the quarter, a pipeline system with a strong growth outlook (August 2nd, 2018)

• The Partnership reported $110.7 million of net income attributable to the partnership, $104.2 million of net cash provided by operating activities, $155.2 million of adjusted EBITDA attributable to the partnership, and $136.6 million of cash available for distribution.

Shell Midstream Partners, L.P. – AMBERJACK PIPELINE COMPANY LLC Financial Statements December 31, 2017 Index (June 6th, 2018)

We have audited the accompanying financial statements of Amberjack Pipeline Company LLC, which comprise the balance sheet as of December 31, 2017, and the related statements of income, members’ capital and cash flow for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – PURCHASE AND SALE AGREEMENT dated as of May 9, 2018, by and between SHELL PIPELINE COMPANY LP AND SHELL MIDSTREAM PARTNERS, L.P. (May 14th, 2018)
Shell Midstream Partners, L.P. – • The Partnership reported $64.0 million of net income attributable to the partnership, $109.0 million of net cash provided by operating activities, $95.8 million of adjusted EBITDA attributable to the partnership, and $80.1 million of cash available for distribution. • First quarter distribution of $0.3480 per LP unit, up 4.5% from previous quarter, which supports the partnership's intent to deliver 20% annual distribution growth through 2018. • The Partnership successfully completed the Zydeco integrity test on schedule and within first quarter guidance. (May 3rd, 2018)

• The Partnership reported $64.0 million of net income attributable to the partnership, $109.0 million of net cash provided by operating activities, $95.8 million of adjusted EBITDA attributable to the partnership, and $80.1 million of cash available for distribution.

Shell Midstream Partners, L.P. – AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. (February 28th, 2018)

This Amendment No. 1 dated as of February 26, 2018 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), is hereby adopted by Shell Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to authority granted in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement (as defined below).

Shell Midstream Partners, L.P. – • The partnership reported $86 million of net income attributable to the partnership, $87 million of net cash provided by operating activities, $119 million of adjusted EBITDA attributable to the partnership and $97 million of cash available for distribution. • Completed an $825 million acquisition on December 1st of strategic onshore and offshore assets. • Fourth quarter distribution of $0.333/unit, up 4.7% from previous quarter and 20% from the fourth quarter of 2016. (February 27th, 2018)

HOUSTON, February 27, 2018 – Shell Midstream Partners, L.P. (NYSE: SHLX), a growth-oriented mainstream midstream master limited partnership formed by Royal Dutch Shell plc (RDS), reported net income attributable to the partnership of $86.4 million for the fourth quarter of 2017, which equated to $0.35 per common limited partner unit. Shell Midstream Partners also generated adjusted earnings before interest, income taxes, depreciation and amortization attributable to the partnership of $118.7 million and cash available for distribution of $97.0 million.

Shell Midstream Partners, L.P. – SHELL MIDSTREAM PARTNERS, L.P. 11,029,412 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase Agreement (February 5th, 2018)
Shell Midstream Partners, L.P. – SHELL MIDSTREAM PARTNERS, L.P. 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (February 5th, 2018)

This Agreement is to confirm the agreement among the Partnership Parties and the Underwriter concerning the purchase of the Units from the Partnership by the Underwriter. The Partnership Parties understand that the Underwriter proposes to make a public offering of the Units as soon as it deems advisable after this Agreement has been executed and delivered.

Shell Midstream Partners, L.P. – ODYSSEY PIPELINE LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 (December 20th, 2017)
Shell Midstream Partners, L.P. – LOCAP LLC Financial Statements December 31, 2016 (December 20th, 2017)

We have audited the accompanying financial statements of LOCAP LLC, which comprise the balance sheet as of December 31, 2016, and the related statements of income and members’ equity and statement of cash flows for the year then ended.

Shell Midstream Partners, L.P. – LOCAP LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 (December 20th, 2017)
Shell Midstream Partners, L.P. – DELTA PIPELINE Financial Statements Year Ended December 31, 2016 (December 20th, 2017)

We have audited the accompanying financial statements of Delta Pipeline Company, which comprise the balance sheet as of December 31, 2016, and the related statements of operations, changes in net parent investment and cash flows for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – TRADING & SUPPLIES TERMINALS Combined Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and September 30, 2016 (December 20th, 2017)
Shell Midstream Partners, L.P. – NA KIKA PIPELINE Financial Statements Year Ended December 31, 2016 (December 20th, 2017)

We have audited the accompanying financial statements of Na Kika Pipeline Company, which comprise the balance sheet as of December 31, 2016, and the related statements of operations, changes in net parent investment and cash flows for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – MARS OIL PIPELINE COMPANY LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 (December 20th, 2017)
Shell Midstream Partners, L.P. – ODYSSEY PIPELINE LLC Financial Statements Year Ended December 31, 2016 (December 20th, 2017)

We have audited the accompanying financial statements of Odyssey Pipeline LLC, which comprise the balance sheet as of December 31, 2016, and the related statement of income, of member’s capital and cash flows for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – TRADING & SUPPLIES TERMINALS Combined Financial Statements Year Ended December 31, 2016 (December 20th, 2017)

We have audited the accompanying combined financial statements of Trading & Supply Terminals, which comprise the combined balance sheet as of December 31, 2016, and the related combined statement of operations, changes in net parent investment and cash flows for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – MARS OIL PIPELINE COMPANY Financial Statements Year Ended December 31, 2016 (December 20th, 2017)

We have audited the accompanying financial statements of Mars Oil Pipeline Company, which comprise the balance sheet as of December 31, 2016, and the related statements of income, of member’s capital and cash flows for the year then ended and the related notes to the financial statements.

Shell Midstream Partners, L.P. – SHELL MIDSTREAM PARTNERS REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF DECEMBER 1, 2017 SHELL MIDSTREAM PARTNERS, L.P. as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the Lender (December 5th, 2017)