EX-10.1


 Exhibit 10.1 

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 

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”). 
 W I T N E S S E T H 

WHEREAS, the General Partner and LP Holdco formed SHLX pursuant to the provisions of the Revised Uniform Limited Partnership Act as adopted
and in effect in the State of Delaware (the “Act”) for the purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the Act and to engage in all activities and to take whatever actions as
may be incident thereto; 
 WHEREAS, to accomplish the purpose in the preceding recital, the following actions were taken prior to the date
hereof: 
 1. SPLC formed the General Partner pursuant to and in accordance with the Delaware Limited Liability Company Act and made an
initial capital contribution in exchange for all of the membership interests in the General Partner; 
 2. SPLC formed LP Holdco pursuant to
and in accordance with the Delaware Limited Liability Company Act and made an initial capital contribution in exchange for all of the membership interests in LP Holdco; 

3. The General Partner and LP Holdco formed SHLX under the terms of the Act and contributed $50.00 and $50.00 in exchange for a 2.0% general
partner interest and a 98.0% limited partner interest, respectively, in SHLX; and 
 WHEREAS, SHLX formed OpCo LLC pursuant to and in
accordance with the Delaware Limited Liability Company Act and made an initial capital contribution in exchange for all of the membership interests in OpCo LLC; 

WHEREAS, SPLC owns a 100.0% interest in Zydeco; 

WHEREAS, SPLC owns a 71.5% interest in Mars Oil Pipeline Company, a Texas general partnership (“Mars”); 

WHEREAS, SPLC owns a 50.0% interest in Bengal Pipeline Company LLC, a Delaware limited liability company (“Bengal”); 

WHEREAS, SPLC owns a 16.12% interest in Colonial Oil Pipeline Company, a Delaware corporation (“Colonial”); 






 WHEREAS, immediately prior to the completion of the initial public offering (the
“IPO”) of common units of SHLX representing limited partner interests in SHLX to occur on the date hereof, SPLC desires to transfer a [    ]% interest in Zydeco, a 28.6% interest in Mars, a 49.0% interest in
Bengal and a 1.612% interest in Colonial (together, the “Contributed Assets”) to SHLX by (i) effecting a transfer of [    ]% of the Contributed Assets (the “GP Contributed Assets”) to the
General Partner and a transfer of [    ]% of the Contributed Assets to LP Holdco (the “LP Contributed Assets”) and (ii) causing the General Partner and LP Holdco to transfer the respective Contributed Assets
to SHLX; 
 WHEREAS, immediately prior to the completion of the IPO on the date hereof, SHLX desires to transfer the Contributed Assets to
OpCo LLC; and 
 WHEREAS, at the completion of the IPO on the date hereof: 

1. In exchange for the issuance by Zydeco to OpCo LLC of an additional [    ]% interest in Zydeco (the “Additional
Zydeco Interest”) such that OpCo LLC will own a 43.0% interest in Zydeco upon the completion of the IPO on the date hereof, (i) OpCo LLC desires to make a cash payment of $[        ] to Zydeco to
be paid from the proceeds of the IPO received from SHLX and (ii) Zydeco desires to make the cash payment to SPLC described in the next paragraph; 

2. Zydeco desires to make a cash payment of $[        ] to SPLC to reimburse SPLC for certain capital
expenditures incurred with respect to the assets of Zydeco pursuant to Treasury Regulation Section 1.707-4(d); 
 3. SHLX desires to
make a cash payment of $[        ] to the General Partner to be paid from the proceeds of the IPO to reimburse the General Partner for certain capital expenditures incurred with respect to the assets of Zydeco
pursuant to Treasury Regulation Section 1.707-4(d); 
 4. SHLX desires to make a cash payment of
$[        ] to LP Holdco to be paid from the proceeds of the IPO to reimburse LP Holdco for certain capital expenditures incurred with respect to the assets of Zydeco pursuant to Treasury Regulation Section 1.707-4(d); 
 5. SHLX desires to distribute to the General Partner
$[        ] and issue to the General Partner (i) [        ] General Partner Units (as defined in the First Amended and Restated Agreement of Limited Partnership of
SHLX dated as of [        ], 2014 (the “Partnership Agreement”)) representing a continuation of the General Partner’s 2.0% general partner interest in SHLX and (ii) the Incentive
Distribution Rights (as defined in the Partnership Agreement); 
 6. SHLX desires to distribute to LP Holdco
$[        ] and issue to LP Holdco [        ] Common Units (as defined in the Partnership Agreement) and [        ] Subordinated
Units (as defined in the Partnership Agreement) representing a recapitalized [        ]% limited partner interest in SHLX; 

7. SHLX desires to issue to LP Holdco the right to receive the issuance of additional Common Units described in clause (i) of the
definition of “Deferred Issuance and Distribution” in the Partnership Agreement; 
 8. SHLX desires to issue to LP Holdco the
right to receive the distribution(s) of cash described in clause (ii) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; and 

  
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 9. SHLX desires to redeem the initial interests of the General Partner and LP Holdco and will
refund the General Partner’s initial contribution of $50.00 and LP Holdco’s initial contribution of $50.00, as well as any interest or other profit that may have resulted from the investment or other use of such initial capital
contributions to the General Partner or LP Holdco; 
 NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, agree as follows: 
 1. Agreement for
Contribution of Contributed Assets. 
 a. Effective immediately prior to the completion of the IPO, SPLC hereby transfers, assigns,
conveys and delivers to the General Partner all of its rights, title and interest in, to and under, and the General Partner accepts and takes assignment from SPLC of, the GP Contributed Assets. 

b. Effective immediately prior to the completion of the IPO, SPLC hereby transfers, assigns, conveys and delivers to LP Holdco all of its
rights, title and interest in, to and under, and LP Holdco accepts and takes assignment from SPLC of, the LP Contributed Assets. 
 c.
Effective immediately prior to the completion of the IPO, the General Partner hereby transfers, assigns, conveys and delivers to SHLX all of its rights, title and interest in, to and under, and SHLX accepts and takes assignment from the General
Partner of, the GP Contributed Assets. 
 d. Effective immediately prior to the completion of the IPO, LP Holdco hereby transfers, assigns,
conveys and delivers to SHLX all of its rights, title and interest in, to and under, and SHLX accepts and takes assignment from LP Holdco of, the LP Contributed Assets. 

e. Effective immediately prior to the completion of the IPO, SHLX hereby transfers, assigns, conveys and delivers to OpCo LLC all of its
rights, title and interest in, to and under, and OpCo LLC accepts and takes assignment from SHLX of, the Contributed Assets. 
 2.
Agreement for Issuance of Additional Zydeco Interest. At the completion of the IPO, Zydeco shall issue to OpCo LLC all of its rights, title and interest in, to and under, and OpCo LLC shall accept and take assignment from Zydeco of, the
Additional Zydeco Interest. 
 3. Consideration for Additional Zydeco Interest. 

a. SHLX shall contribute to OpCo LLC, and OpCo LLC shall receive, $[        ], payable in immediately
available funds following the closing of the IPO to an account designated by OpCo LLC. 
 b. As consideration for the issuance of the
Additional Zydeco Interest by Zydeco to OpCo LLC, at the completion of the IPO, (i) OpCo LLC shall pay to Zydeco, and Zydeco shall receive, $[        ], payable in immediately available funds following
the closing of the IPO to an account designated by Zydeco and (ii) Zydeco shall make the cash payment to SPLC described in part (c) of the next paragraph. 

  
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 4. Cash Payments. 

a. SHLX shall pay to the General Partner, and the General Partner shall receive, $[        ], payable
in immediately available funds following the closing of the IPO to an account designated by the General Partner. 
 b. SHLX shall pay to LP
Holdco, and LP Holdco shall receive, $[        ], payable in immediately available funds following the closing of the IPO to an account designated by LP Holdco. 

c. As reimbursement for certain capital expenditures incurred with respect to the assets of Zydeco pursuant to Treasury Regulation
Section 1.707-4(d), at the completion of the IPO, Zydeco shall pay to SPLC, and SPLC shall receive, $[        ], payable in immediately available funds following the closing of the IPO to an account
designated by SPLC. 
 d. As reimbursement for certain capital expenditures incurred with respect to the assets of Zydeco pursuant to
Treasury Regulation Section 1.707-4(d), at the completion of the IPO, SHLX shall pay to the General Partner, and the General Partner shall receive, $[        ], payable in immediately available funds
following the closing of the IPO to an account designated by the General Partner. 
 e. As reimbursement for certain capital expenditures
incurred with respect to the assets of Zydeco pursuant to Treasury Regulation Section 1.707-4(d), at the completion of the IPO, SHLX shall pay to LP Holdco, and LP Holdco shall receive, $[        ],
payable in immediately available funds following the closing of the IPO to an account designated by LP Holdco. 
 5. Additional
Transactions. Effective at the completion of the IPO: 
 a. SHLX hereby issues to the General Partner, and the General Partner accepts,
(i) [        ] General Partner Units, representing a continuation of the General Partner’s 2.0% general partner interest in SHLX (after giving effect to any exercise of the Underwriters’ Option
(as defined in the Partnership Agreement) and the Deferred Issuance and Distribution), and (ii) the Incentive Distribution Rights in SHLX; 

b. SHLX hereby issues to LP Holdco, and LP Holdco accepts, [        ] Common Units and
[        ] Subordinated Units representing a recapitalized [    ]% limited partner interest in SHLX (before giving effect to any exercise of the Underwriter’s Option and the Deferred
Issuance and Distribution); 
 c. SHLX hereby issues to LP Holdco, and LP Holdco accepts, the right to receive the issuance of additional
Common Units described in clause (i) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; 

d. SHLX hereby issues to LP Holdco, and LP Holdco accepts, the right to receive the distribution(s) of cash described in clause (ii) of
the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; and 
 e. SHLX hereby redeems the initial
interests of the General Partner and LP Holdco and refunds to the General Partner and LP Holdco, and the General Partner and LP Holdco each 

  
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accept, the refund of, the General Partner’s and LP Holdco’s initial contributions of $50.00 each, and any interest or other profit that may have resulted from the investment or other
use of such initial capital contribution to the General Partner or LP Holdco. 
 Upon each exercise of the Underwriters’ Option, if
any, the Partnership will distribute to LP Holdco the cash described in clause (ii) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement received by the Partnership upon such exercise of the
Underwriters’ Option. Upon the expiration of the period during which the IPO Underwriters may exercise the Underwriters’ Option, the Partnership will issue to LP Holdco a number of additional Common Units that is equal to the excess, if
any, of (x) [        ] over (y) the aggregate number of Common Units, if any, actually purchased by and issued to the IPO Underwriters (as defined in the Partnership Agreement) pursuant to each
exercise of the Underwriters’ Option. 
 6. Further Assurances. From time to time after the date of this Agreement, without the
payment of any additional consideration, each party hereto shall execute all such instruments and take all such other actions as the other party shall reasonably request in connection with carrying out and effectuating the intent and purpose hereof
and all of the transactions contemplated by this Agreement. 
 7. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties hereto. 
 8. Amendments and Waivers. This Agreement may
not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. 

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 

10. Headings. The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement,
nor shall they affect their meaning, construction or effect. 
 11. Counterparts; Electronic Delivery. This Agreement may be executed
in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by electronic means, such as facsimile or portable document format, shall be as effective as delivery of a manually executed counterpart of this Agreement. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first written above. 
  

			
	SHELL PIPELINE COMPANY LP
	By: Shell Pipeline GP LLC, its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SHELL MIDSTREAM PARTNERS GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SHELL MIDSTREAM PARTNERS, L.P.
	By: Shell Midstream Partners GP LLC, its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SHELL MIDSTREAM LP HOLDINGS LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SHELL MIDSTREAM OPERATING LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	ZYDECO PIPELINE COMPANY LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Contribution Agreement