FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. A Delaware Limited Partnership Dated as ofShell Midstream Partners, L.P. • October 8th, 2014 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. dated as of [ ], 2014, is entered into by and between SHELL MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Insert number of units] SHELL MIDSTREAM PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHELL MIDSTREAM PARTNERS GP LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Shell Midstream Partners GP LLC (the “Company”), dated as of [ ], 2014, is adopted, executed and agreed to by Shell Pipeline Company LP (“SPLC”), as the sole member of the Company.
VOTING AGREEMENTVoting Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is by and between SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”) (each, a “Party” and collectively, the “Parties”).
VOTING AGREEMENTVoting Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is by and between SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”) (each, a “Party” and collectively, the “Parties”).
VOTING AGREEMENTVoting Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is by and between SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”) (each, a “Party” and collectively, the “Parties”).
OMNIBUS AGREEMENTOmnibus Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing 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”), Shell Midstream Operating LLC, a Delaware limited liability company (the “OLLC”), and, solely for purposes of Articles 4 and 5, Shell Oil Company, a Delaware corporation (“Shell”).
SHELL MIDSTREAM PARTNERS WORKING CAPITAL FACILITY AGREEMENT DATED AS OF , 2014 SHELL MIDSTREAM PARTNERS, L.P as the Borrower AND SHELL TREASURY CENTRE (WEST) INC. as the LenderCapital Facility Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
The Lender and the Borrower desire to enter into a Working Capital Facility Agreement pursuant to which the Lender agrees to make available to the Borrower a five year working capital facility for an amount not exceeding Three Hundred Million United States Dollars (USD $300,000,000).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2014 (this “Agreement”), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the “SPLC”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (“LP Holdco”), Shell Midstream Operating LLC, a Delaware limited liability company (the “OpCo LLC”), and Zydeco Pipeline Company LLC, a Delaware limited liability company (“Zydeco”).
