FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. A Delaware Limited Partnership Dated as of November 3, 2014Shell Midstream Partners, L.P. • November 3rd, 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 November 3, 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:
SHELL MIDSTREAM PARTNERS, L.P. 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2018 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
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.
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.
AGREEMENT AND PLAN OF MERGER by and among SHELL USA, INC., SEMISONIC ENTERPRISES LLC, SHELL MIDSTREAM LP HOLDINGS LLC, SHELL MIDSTREAM PARTNERS GP LLC, and SHELL MIDSTREAM PARTNERS, L.P. July 25, 2022Agreement and Plan of Merger • July 25th, 2022 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2022 (this “Agreement”), is entered into by and among Shell USA, Inc., a Delaware corporation (“Parent”), Shell Midstream LP Holdings LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Holdings”), Semisonic Enterprises LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), and Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
SHELL MIDSTREAM PARTNERS, L.P. 11,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) 11,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant the Underwriter an option to purchase up to 1,650,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”) of this agreement (this “Agreement”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
SHELL MIDSTREAM PARTNERS, L.P. 10,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) 10,500,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant the Underwriter an option to purchase up to 1,575,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”) of this agreement (this “Agreement”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENTPartnership Interests Restructuring Agreement • February 28th, 2020 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. dated as of [●], 2020, 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.
LOAN FACILITY AGREEMENTLoan Facility Agreement • March 18th, 2021 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
SHELL MIDSTREAM PARTNERS AMENDED AND RESTATED 364-DAY REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF FEBRUARY 22, 2016 SHELL MIDSTREAM PARTNERS, L.P as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the LenderAgreement • February 26th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
THIS SHELL MIDSTREAM PARTNERS AMENDED AND RESTATED 364-DAY REVOLVING CREDIT FACILITY AGREEMENT is dated as of February 22, 2016 and made between:
COMMON UNIT PURCHASE AGREEMENT by and among SHELL MIDSTREAM PARTNERS, L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Unit Purchase Agreement • May 13th, 2015 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
This COMMON UNIT PURCHASE AGREEMENT, dated as of May 12, 2015 (this “Agreement”), is by and among SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. A Delaware Limited Partnership Dated as of April 1, 2020Shell Midstream Partners, L.P. • April 2nd, 2020 • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. dated as of April 1, 2020, 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.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • November 3rd, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of November 3, 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”).
VOTING AGREEMENTVoting Agreement • November 3rd, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of November 3, 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”).
SHELL MIDSTREAM PARTNERS 364-DAY REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF JUNE 29, 2015 SHELL MIDSTREAM PARTNERS, L.P as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the LenderCredit Facility Agreement • July 2nd, 2015 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
THIS SHELL MIDSTREAM PARTNERS 364-DAY REVOLVING CREDIT FACILITY AGREEMENT is dated as of June 29, 2015 but effective as of June 30, 2015 and made between:
VOTING AGREEMENTVoting Agreement • November 3rd, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of November 3, 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”).
SHELL MIDSTREAM PARTNERS AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT DATED AS OF FEBRUARY 22, 2016 SHELL MIDSTREAM PARTNERS, L.P as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the LenderCapital Facility Agreement • February 26th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
THIS SHELL MIDSTREAM PARTNERS AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT is dated as of February 22, 2016 and made between:
VOTING AGREEMENTVoting Agreement • November 3rd, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT, dated as of November 3, 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”).
SHARE SALE AND PURCHASE AGREEMENT by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P., and SHELL MIDSTREAM OPERATING LLC RE: PURCHASE OF 575 SHARES OF COMMON STOCK OF EXPLORER PIPELINE COMPANY Effective Date: July 25, 2016Share Sale and Purchase Agreement • July 29th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This SHARE SALE AND PURCHASE AGREEMENT dated effective as of July 25, 2016 (the “Effective Date”) is made by and among SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“Seller”), SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“SHLX”), and SHELL MIDSTREAM OPERATING LLC, a Delaware limited liability company that is wholly owned by SHLX (“Buyer”).
CONTRIBUTION AGREEMENT dated as of November 11, 2015 and effective as of October 1, 2015 by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM OPERATING LLCContribution Agreement • November 12th, 2015 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
This Contribution Agreement (this “Agreement”) is made as of November 11, 2015 and effective as of October 1, 2015, 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 that is wholly owned by SHLX (“Operating”).
PURCHASE AND SALE AGREEMENT dated as of May 9, 2018, by and between SHELL PIPELINE COMPANY LP AND SHELL MIDSTREAM PARTNERS, L.P.Purchase and Sale Agreement • May 14th, 2018 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
This Purchase and Sale Agreement (this “Agreement”) is made as of May 9, 2018, by and between Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”) and Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”).
PURCHASE AND SALE AGREEMENT dated as of May 4, 2017, but effective as of May 1, 2017 by and among SHELL PIPELINE COMPANY LP, SHELL GOM PIPELINE COMPANY LLC, SHELL CHEMICAL LP, SHELL MIDSTREAM PARTNERS, L.P., SHELL MIDSTREAM OPERATING LLC, PECTEN...Purchase and Sale Agreement • May 5th, 2017 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
This Purchase and Sale Agreement (this “Agreement”) is made as of May 4, 2017, but effective as of May 1, 2017, by and among Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell GOM Pipeline Company LLC, a Delaware limited liability company (“GOM”), Shell Chemical LP, a Delaware limited partnership (“Shell Chemical”), Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”), Shell Midstream Operating LLC, a Delaware limited liability company that is wholly owned by SHLX (“Operating”), Pecten Midstream LLC, a Delaware limited liability company that is wholly owned by Operating (“Pecten”), and Sand Dollar Pipeline LLC, a Delaware limited liability company that is wholly owned by Operating (“Sand Dollar”).
PURCHASE AND SALE AGREEMENT dated as of May 12, 2015 by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM OPERATING LLCPurchase and Sale Agreement • May 13th, 2015 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
This Purchase and Sale Agreement (this “Agreement”) is made as of May 12, 2015 and effective as of April 1, 2015, 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 that is wholly owned by SHLX (“Operating”).
OMNIBUS AGREEMENTOmnibus Agreement • November 3rd, 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”).
REVOLVING LOAN FACILITY AGREEMENTRevolving Loan Facility Agreement • August 2nd, 2019 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
PURCHASE AND SALE AGREEMENT dated as of February 27, 2020, by and among SHELL PIPELINE COMPANY LP, SHELL GOM PIPELINE COMPANY LLC, SHELL CHEMICAL LP, EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US, SHELL MIDSTREAM PARTNERS, L.P. and TRITON WEST LLCPurchase and Sale Agreement • February 28th, 2020 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of February 27, 2020, by and among SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”), SHELL GOM PIPELINE COMPANY LLC, a Delaware limited liability company (“SGOM”), SHELL CHEMICAL LP, a Delaware limited partnership (“Shell Chemical”), EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US, a Delaware limited liability company (“SOPUS” and together with SPLC, SGOM and Shell Chemical, the “Shell Parties”), SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“SHLX”), and Triton West LLC, a Delaware limited liability company (“Triton” and together with SHLX the “SHLX Parties”).
OMNIBUS AGREEMENTOmnibus Agreement • February 21st, 2019 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Texas
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”).
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P.Shell Midstream Partners, L.P. • February 28th, 2018 • Pipe lines (no natural gas) • Delaware
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. 11,029,412 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase AgreementCommon Unit Purchase Agreement • February 5th, 2018 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
Shell Midstream LP Holdings LLC (the “Investor”), a Delaware limited liability company, proposes, subject to the terms and conditions stated herein, to purchase from Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”) an aggregate of 11,029,412 common units (the “Investor Units”) representing limited partner interests in the Partnership (the “Common Units”). This letter agreement (this “Agreement”) is to confirm the agreement between the Partnership and the Investor concerning the purchase of the Investor Units from the Partnership by the Investor.
TERMINATION OF VOTING AGREEMENTTermination of Voting Agreement • April 30th, 2021 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
THIS TERMINATION OF VOTING AGREEMENT (this “Termination Agreement”) is entered into as of April 28, 2021 to be effective as of May 1, 2021 (the “Termination Date”), by and between SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and SHELL PIPELINE COMPANY LP, a Delaware limited partnership (“SPLC”). The Partnership and SPLC may be referred to individually as “Party” or collectively as the “Parties” herein. Terms capitalized herein but not defined shall have the meaning attributed to them in the Voting Agreement (defined herein below).
CONTRIBUTION AGREEMENT dated as of May 10, 2019, by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM OPERATING LLCContribution Agreement • May 13th, 2019 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas)
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. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $300,000,000 Amended and Restated Equity Distribution AgreementTerms Agreement • March 1st, 2017 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
Shell Midstream Partners, L.P. is a Delaware limited partnership (the “Partnership”), and Shell Midstream Partners GP LLC is a Delaware limited liability company (the “General Partner”), the sole general partner of the Partnership and a wholly-owned subsidiary of Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”).
Final as of November 27, 2017 Most Confidential Shell Midstream Partners, L.P. Agrees to Acquire Additional Assets from ShellShell Midstream Partners, L.P. • November 28th, 2017 • Pipe lines (no natural gas)
HOUSTON, November 28, 2017 – Shell Midstream Partners, L.P. (NYSE: SHLX) entered into a purchase and sale agreement to acquire from wholly owned subsidiaries of Shell a 100% interest in five products terminals and partial interest in two Gulf of Mexico corridor pipelines and in two strategic onshore pipelines for $825 million.
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).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG CPB Member LLC, AS SELLER AND Shell Midstream Operating LLC, AS BUYER October 16, 2017Membership Interest Purchase Agreement • October 20th, 2017 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This Membership Interest Purchase Agreement (“Agreement”) is made and entered into on this 16th day of October, 2017 (“Closing Date”) by and among CPB Member LLC, a Delaware limited liability company (“Seller”) and Shell Midstream Operating LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
VOTING AGREEMENT TERMINATION AGREEMENTVoting Agreement Termination Agreement • May 24th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This Voting Agreement Termination Agreement, dated as of May 23, 2016 (this “Agreement”), is entered into by and between Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”) and Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”) (each, a “Party” and collectively, the “Parties”).
