EX-10.3


 Exhibit 10.3 

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 Lender 

  
 1 







 THIS SHELL MIDSTREAM PARTNERS WORKING CAPITAL FACILITY AGREEMENT is dated as of
                    , 2014 and made between: 
  

	(1)	SHELL MIDSTREAM PARTNERS, L.P (the “Borrower”); and 

  

	(2)	SHELL TREASURY CENTRE (WEST) INC. (the “Lender”). 

 WHEREAS: 

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). 
 IT IS
AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	 	1.1	Definitions 

 In this working capital credit facility agreement: 

“Affiliate” means, for any entity, any entity which it directly or indirectly controls, is controlled by, or is under common
control with it. For this purpose “control” means the direct or indirect ownership of in aggregate fifty percent (50%) or more of the voting rights in an entity; provided that the Borrower shall not be deemed to be an Affiliate of the
Lender and vice versa. 
 “Agreement” means this Working Capital Facility Agreement between the Lender and the Borrower.

 “Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or
registration. 
 “Availability Period” means the period from and including
[            ], 2014, to and including the date falling one (1) Business Day before the Facility Repayment Date. 

“Available Facility” means the Commitment minus: 
  

	 	(a)	the amount of any outstanding Loans under the Facility; and 

  

	 	(b)	the amount of any proposed Loans for which a Utilisation Request has been delivered in accordance with Clause 5. 


“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York and
either of London or Rio de Janeiro, Brazil. 
 “Closing Date” means the date of this Agreement. 

“Commitment” means three-hundred million United States Dollars (USD $300,000,000), to the extent not cancelled or reduced
pursuant to the terms of this Agreement. 
 “Commitment Fee” has the meaning set forth in Clause 6(c). 

“Commitment Fee Rate” means 19 basis points (.19%) per annum. 

“Default” means an Event of Default or any event or circumstance specified in Clause 16 which would (with the expiry of
a grace period, the giving of notice, the making of any determination under this Agreement or any combination of any of the foregoing) be an Event of Default. 

  
 2 







 “Disruption Event” means either or both of: 

 

	 	(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with any Loan (or otherwise in
order for the transactions contemplated by this Agreement to be carried out) which disruption is not caused by, and is beyond the control of, either of the Parties; or 


 

	 	(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing either Party: 


 

	 	(i)	from performing its payment obligations under this Agreement; or 

  

	 	(ii)	from communicating with other Parties in accordance with the terms of this Agreement, 

 and
which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted. 
 “Event of
Default” means any event or circumstance specified as such in Clause 16. 
 “Facility” means the five year
working capital facility made available under this Agreement as described in Clause 2. 
 “Facility Repayment Date” means
[            ], 2019. 
 “Financial Indebtedness” means any
indebtedness for or in respect of: 
  

	 	(a)	moneys borrowed; 

  

	 	(b)	any amount raised by acceptance under any acceptance credit facility; 

  

	 	(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; 


 

	 	(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles in the United States of America, be treated as a finance or capital
lease; 

  

	 	(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); 

  

	 	(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or 


 

	 	(g)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (f) above. 


“Fee Payment Date” means the twenty-fifth (25th) day of April,
July, October and January in each year or, if that is not a Business Day, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not) and the Facility Repayment Date. 

“General Partner” means Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the
Borrower. 

  
 3 







 “Group Company” means and includes Royal Dutch Shell plc and any entity (other
than the Lender) which Royal Dutch Shell plc from time to time directly or indirectly controls. For this purpose: 
  

	 	(a)	an entity directly controls another entity if it owns more than fifty per cent (50%) of the voting rights of the other entity; and 


 

	 	(b)	an entity indirectly controls another entity if a series of entities can be specified beginning with the first entity and ending with the other entity, so related that each entity of the series (except the ultimate
controlling entity) is directly controlled by one or more of the entities earlier in the series. 

 “Interest Payment
Date” means, in relation to each Loan and subject to Clause 20.3, any prepayment date for such Loan and the Repayment Date. 

“Interest Period” means, in respect of each Loan, the period commencing from the Utilisation Date of that Loan and ending on
the Loan Repayment Date for that Loan. 
 “Issuance Fee” shall have the meaning set forth in Clause 6(b). 

“LIBOR” means, in relation to any Loan: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for US Dollars for a three (3) month period) the arithmetic mean of the rates (rounded to four (4) decimal places) as supplied to the Lender at its request quoted by the
Reference Banks to leading banks in the London interbank market, 

 as at 11 a.m. on the Quotation Day for the offering of
deposits in US Dollars for a three (3) month period. 
 “Loan” means each loan made or to be made under the Facility
or the principal amount outstanding for the time being of that loan. 
 Loan Repayment Date” means the date a Loan is scheduled
to be repaid, as stated in the applicable Utilisation Request, which shall in no event be later than the Facility Repayment Date. 

“Material Adverse Effect” means a material adverse effect on the ability of the Borrower to perform its payment obligations
under this Agreement. 
 “Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that: 
  

	 	(a)	if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately
preceding Business Day; 

  

	 	(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month. 


“Party” means a party to this Agreement. 

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, the day which is two
(2) Business Days before the first day of that period. 

  
 4 







 “Reference Banks” means the principal London offices of HSBC plc, Citibank N.A.
and BNP Paribas or such other banks as may be appointed by the Lender in consultation with the Borrower. 

“Representations” means each representation made by the Borrower in Clause 14. 

“Screen Rate” means the ICE Benchmark Administration’s London interbank offered rate for US Dollars for three months,
displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower. 

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any
other agreement or arrangement having a similar effect. 
 “Tax” means any tax, levy, impost, duty or other charge or
withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). 

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under this Agreement. 

“Utilisation” means a utilisation of all or part of the Commitment under this Agreement. 

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made. 

“Utilisation Fee” has the meaning set forth in Clause 6(d). 

“Utilisation Fee Rate” means LIBOR plus 126 basis points (LIBOR + 1.26%) per annum. 

“Utilisation Request” means a notice from the Borrower requesting a Loan in the form attached as Schedule 1. 

“Shell Midstream Partners, L.P” means Shell Midstream Partners, L.P., a Delaware limited partnership. 

 

	 	1.2	Construction 

  

	 	(a)	Unless a contrary indication appears, any reference in this Agreement to: 

  

	 	(i)	the “Lender”, the “Borrower” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees; 


 

	 	(ii)	“assets” includes present and future properties, revenues and rights of every description; 

  

	 	(iii)	any other agreement or instrument is a reference to that other agreement or instrument as amended, novated, supplemented, extended or restated; 


 

	 	(iv)	a “person” includes any individual, firm, company, limited liability company or LLC, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality); 


  
 5 








	 	(v)	a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation; 

  

	 	(vi)	a provision of law is a reference to that provision as amended or re-enacted; and 

  

	 	(viii)	a time of day is a reference to London time, unless otherwise specified. 

  

	 	(b)	Section, Clause and Schedule headings are for ease of reference only. 

  

	 	(c)	A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.


  

	2.	THE FACILITY 

 Subject to the terms of this Agreement, the Lender makes available to the
Borrower a US Dollar working capital facility in an aggregate amount equal to the Commitment. 
  

	3.	PURPOSE 

  

	 	3.1	Purpose 

 The Borrower shall apply all amounts borrowed by it under this Agreement for
its working capital and other general purposes, including, without limitation, the payment of distributions. 
  

	 	3.2	Monitoring 

 The Lender is not bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement. 
  

	4.	CONDITIONS OF UTILISATION 

 Conditions precedent 

The Lender will only be obliged to comply with Clause 2 if on the date of the Utilisation Request and on the proposed Utilisation Date: 

 

	 	(a)	no Default is continuing or would result from the proposed Loan; and 

  

	 	(b)	the Representations to be made by the Borrower are true in all material respects. 

  

	5.	UTILISATION 

  

	 	5.1	Utilisation Request 

 The Borrower may utilise the Facility by delivery to the Lender of
a duly completed Utilisation Request not later two (2) Business Days prior to the proposed Utilisation Date and Lender shall make the Loan available in immediately available funds by close of business (New York City time) on the Utilisation
Date. 
  

	 	5.2	Change or Cancellation of a Utilisation Request 

 A Utilisation Request shall be
irrevocable and will not be regarded as having been duly completed unless: 
  

	 	(a)	the proposed Utilisation Date is a Business Day within the Availability Period; 

  

	 	(b)	the amount of the proposed Loan must be an amount which is not more than the Available Facility; and 


  
 6 








	 	(c)	it specifies the account and bank to which the proceeds of the utilisation are to be credited. 

  

	 	5.3	Confirmation of Terms 

 Promptly upon receipt of a duly completed Utilisation Request,
and in no event later than two (2) Business Days after receipt of such Utilisation Request, the Lender shall make available to the Borrower, electronically or otherwise, the following information 

 

	 	(a)	the amount of the Loan in US Dollars; and 

  

	 	(b)	the rate of interest to be charged with respect to the Loan, as calculated under Section 8.1 of this Agreement. 

  

	6.	REPAYMENT AND FEES 

  

	 	(a)	Each Loan will be repaid in full together with any accrued and unpaid interest thereon by the Borrower on the relevant Loan Repayment Date, net of any previous prepayments made in accordance with this Agreement. All
Loans, together with accrued and unpaid interest thereon, outstanding as of the Facility Repayment Date shall immediately become due and payable to Lender on the Facility Repayment Date. 


 

	 	(b)	On the Closing Date or within five (5) Business Days of the date of the Agreement, Borrower shall pay to Lender an issuance fee (the “Issuance Fee”) of five-hundred and ten thousand dollars ($510,000).


  

	 	(c)	Borrower shall pay Lender a commitment fee (the “Commitment Fee”) for the period from and including the Closing Date to the earlier of the Facility Repayment Date and the date that this Agreement is
terminated, computed at the Commitment Fee Rate on the average daily amount of the Available Facility during the period for which payment is made. The Commitment Fee shall be payable quarterly in arrears on each Fee Payment Date, commencing on the
first of such dates to occur after the Closing Date. 

  

	 	(d)	With respect to each Loan, Borrower shall pay Lender a utilisation fee (the “Utilisation Fee”) on the average daily principal amount of the Loan, computed at the Utilisation Fee Rate; provided, however, that
if any portion of the Loan remains outstanding after the relevant Loan Repayment Date, Borrower shall continue to pay the Utilisation Fee with respect to such unpaid portion of the Loan. In any quarter in which a Utilisation is outstanding, the
Utilisation Fee shall be payable quarterly in arrears on each Fee Payment Date. 

  

	7.	PREPAYMENT AND CANCELLATION 

  

	 	7.1	Illegality 

 If at any time prior to the Repayment Date, it becomes unlawful in any
applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan: 
  

	 	(a)	the Lender shall promptly notify the Borrower upon becoming aware of that event; 

  

	 	(b)	the Commitment will be immediately cancelled; and 

  

	 	(c)	the Borrower shall prepay the Loan in full, together with all accrued interest and fees payable hereunder, on the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day
of any applicable grace period permitted by law). 


  
 7 








	 	7.2	Voluntary prepayment of Loans 

 The Borrower may prepay the whole or any part of any
Loan by giving at least two (2) Business Days’ written notice to the Lender. 
  

	 	7.3	Voluntary cancellation of Commitment 

 The Borrower may cancel the whole or any part of
the Commitment by giving at least two (2) Business Days’ written notice to the Lender. 
  

	 	7.4	Restrictions 

  

	 	(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation
or prepayment. 

  

	 	(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and without premium or penalty. 


 

	 	(c)	Any amounts repaid by the Borrower under this Agreement may be re-borrowed. 

  

	 	(d)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated. 

  

	8.	INTEREST 

  

	 	8.1	Calculation of interest 

 The rate of interest on each Loan for each Interest Period
shall be calculated based on the 3 month LIBOR as of the Quotation Day relating to such Interest Period. 
  

	 	8.2	Payment of interest 

 The Borrower shall pay accrued interest on each Loan on the
Repayment Date and any prepayment date. 
  

	 	8.3	Default interest 

  

	 	(a)	If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment)
at a rate which, subject to paragraph (b) below, is two per cent (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest
Periods. Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Lender. 

  

	 	(b)	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.


  

	9.	CHANGES TO THE CALCULATION OF INTEREST 

  

	 	9.1	Absence of quotations 

 Subject to Clause 9.2, if LIBOR is to be determined by reference
to the Reference Banks but a Reference Bank does not supply a quotation by 11 a.m. on the Quotation Day, the 3 month LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. 

  
 8 








	 	9.2	Market disruption 

  

	 	(a)	In this Agreement “Market Disruption Event” means at or about noon on the Quotation Day for the relevant Interest Period if the Screen Rate is not available and none or only one of the Reference Banks
supplies a rate to the Lender to determine 3 month LIBOR for US Dollars. 

 If a Market Disruption Event occurs in relation to
a Loan for any Interest Period, then the rate of interest on that Loan for the Interest Period shall be the percentage rate per annum which is the rate notified to the Borrower by the Lender as soon as practicable and in any event before interest is
due to be paid in respect of that Loan, to be that which expresses the latest Screen Rate available before 11 a.m. on the Quotation Day for the offering of deposits in US Dollars for a three (3) month period. 

 

	10.	INCREASED COSTS 

  

	 	10.1	Increased costs 

  

	 	(a)	Subject to Clause 10.2 the Borrower shall, within three (3) Business Days of a demand by the Lender, pay the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of (i) the
introduction of or any change in (or in the interpretation, administration or application of) any applicable law or regulation or (ii) compliance with any applicable law or regulation made after the date of this Agreement. 


 

	 	(b)	In this Agreement “Increased Costs” means: 

  

	 	(i)	an additional or increased cost; or 

  

	 	(ii)	a reduction of any amount due and payable under this Agreement, 

 which is incurred or suffered
by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under this Agreement. 

 

	 	10.2	Exceptions 

 Clause 10.1 does not apply to the extent any Increased Cost is attributable
to the wilful breach by the Lender or its Affiliates of any law or regulation or to the transfer, assignment or subparticipation of this Facility in accordance with Clause 18. 

 

	11.	TAX GROSS-UP AND INDEMNITY 

  

	 	11.1	No deduction 

 All payments by the Borrower under this Agreement shall be made without
any deduction and free and clear of and without deduction for or on account of any Taxes, except to the extent that the Borrower is required by law to make payment subject to any Taxes. 

 

	 	11.2	Indemnity 

  

	 	(a)	If any relevant Tax or amounts in respect of relevant Tax must be deducted from any amounts payable or paid by the Borrower to the Lender under this Agreement, the Borrower shall pay such additional amounts as may be
necessary to ensure that the Lender receives on the due date a net amount equal to the full amount which it would have received had the payment not been made subject to the relevant Tax. 


 

	 	(b)	Borrower’s obligation to pay additional amounts pursuant to Clause 11.2(a) shall not apply to the extent that such additional amounts are the result of, with respect to the Lender, (i) income or franchise
Taxes imposed on (or measured by) its net income by the United States of America, or by any laws of the jurisdiction in which the Lender is located, (ii) any branch profits Taxes imposed by the United States of America, (iii) any United
States federal withholding Tax payable as a result of the Lender’s failure to comply with Clause 11.3, or (iv) due to the transfer, assignment or subparticipation of this Facility in accordance with Clause 18. 


  
 9 








	 	11.3	Exemptions 

 If the Lender is entitled to an exemption from or reduction of withholding
tax under any law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, it shall deliver to the Borrower, prior to the first Utilisation and at such
other time(s) prescribed by law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by law as will permit such payments to be made without withholding or at a reduced rate. 

 

	12.	MITIGATION BY THE LENDER 

  

	 	12.1	Mitigation 

  

	 	(a)	The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 7.1 or 10 including (but not limited to) transferring its rights and obligations under this Agreement to another Affiliate. 

  

	 	(b)	Paragraph (a) above does not in any way limit the obligations of the Borrower under this Agreement. 

  

	 	12.2	Limitation of liability 

  

	 	(a)	The Borrower shall indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 12.1. 


 

	 	(b)	The Lender is not obliged to take any steps under Clause 12.1 if, in its opinion (acting reasonably), to do so might be prejudicial to it. 


 

	13.	COSTS AND EXPENSES 

 The Borrower shall, within fifteen (15) Business Days of
demand, pay to the Lender the amount of all loss, liability, costs and expenses (including legal fees) incurred by the Lender in connection with: 
  

	 	(a)	the occurrence of any Event of Default; or 

  

	 	(b)	the enforcement of, or the preservation of any rights under, this Agreement. 

  

	14.	REPRESENTATIONS 

 The Borrower makes the representations and warranties set out in this
Clause 14 to the Lender on the date of this Agreement. 
  

	 	14.1	Due Organization 

 The Borrower: 

 

	 	(a)	is a duly organized limited partnership validly existing under the law of its jurisdiction of organization; and 

  

	 	(b)	has the power to own its assets and carry on its business as it is being conducted. 

  

	 	14.2	Binding obligations 

 The obligations expressed to be assumed by it in this Agreement are
legal, valid, binding and enforceable obligations, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. 

  
 10 








	 	14.3	Non-conflict with other obligations 

 The entry into and performance by it of, and the
transactions contemplated by, this Agreement do not and will not conflict with: 
  

	 	(a)	any law or regulation applicable to it; 

  

	 	(b)	its constitutional documents; or 

  

	 	(c)	any agreement or instrument binding upon it or any of its subsidiaries or any of its assets. 

  

	 	14.4	Power and authority 

 It has the power to enter into, perform and deliver, and has taken
all necessary action to authorise its entry into, performance and delivery of, this Agreement. 
  

	 	14.5	Validity and admissibility in evidence 

 All Authorisations required or desirable: 

 

	 	(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement to which it is a party; and 


 

	 	(b)	to make this Agreement admissible in evidence in its jurisdiction of incorporation, 


have been obtained or effected and are in full force and effect. 

 

	 	14.6	Deduction of Tax 

 Subject to receipt by the Borrower from the Lender of the documents
referred to in Clause 11.3, it is not required to make any deduction for or on account of tax from any payment it may make under this Agreement. 
  

	 	14.7	No filing or stamp taxes 

 Under the law of its jurisdiction of organization it is not
necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the this Agreement or the transactions contemplated by
this Agreement. 
  

	 	14.8	No Default 

  

	 	(a)	No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation. 

  

	 	(b)	No other event or circumstance is outstanding, which constitutes a default under any other agreement or instrument which is binding on it or any of its subsidiaries or to which its (or any of its subsidiaries’)
assets are subject which might reasonably be expected to have a Material Adverse Effect. 

  

	 	14.9	Pari passu ranking 

 Its payment obligations under this Agreement rank at least pari
passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 
  

	 	14.10	No proceedings pending or threatened 

 No litigation, arbitration or administrative
proceedings of or before any court, arbitral body or agency which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened in writing against
it or any of its subsidiaries. 

  
 11 








	 	14.11	Authorisations 

 Under the laws of Delaware all authorisations required on its part in
the United States of America with its entry into, performance and validity and enforceability of this Agreement have been obtained or effected (as appropriate) and are in full force and effect. 

 

	 	14.12	No Misleading Information 

  

	 	(a)	Any factual information provided by the Borrower to the Lender in connection with this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is
stated. 

  

	 	(b)	Nothing has occurred or been omitted from the information provided to the Lender in connection with this Agreement and no information has been given or withheld that results in the information provided being untrue or
misleading in any material respect. 

  

	 	14.13	Compliance with Law 

 The Borrower has complied in all respects with all laws to which
it may be subject, if failure to comply would materially impair its ability to perform its obligations under this Agreement. 
  

	 	14.14	Repetition 

 The Representations are deemed to be made by the Borrower by reference to
the facts and circumstances then existing on the date of each Utilisation Request and each Utilisation Date. 
  

	15.	GENERAL COVENANTS 

 The undertakings in this Clause 15 remain in force from the date of
this Agreement for so long as any amount is outstanding under this Agreement. 
  

	 	15.1	Authorisations 

 The Borrower shall promptly: 

 

	 	(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and 

  

	 	(b)	supply certified copies to the Lender of, 

 any Authorisation required under any law or
regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Agreement.

  

	 	15.2	Compliance with laws 

 The Borrower shall comply in all respects with all laws to which
it may be subject, if failure so to comply would materially impair its ability to perform its obligations under this Agreement. 
  

	 	15.3	Negative pledge 

 The Borrower shall not create or permit to subsist any Security over
any of its assets other than as follows: 
  

	 	(a)	Security in favor of the Lender; 


  
 12 








	 	(b)	Security for taxes, assessments, charges and levies not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable person in accordance with generally accepted accounting principles in the United States of America; 

  

	 	(c)	carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Security (including Security on property of the Borrower or any of its subsidiaries in the possession of storage
facilities, pipelines or barges) arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings, if necessary, diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the applicable person in accordance with generally accepted accounting principles in the United States of America; 


 

	 	(d)	Security on cash and cash equivalents securing obligations under swap contracts, hedging agreements or similar obligations; 

  

	 	(e)	pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation (other than any Security imposed by the Employee
Retirement Income Security Act of 1974) or to secure letters of credit issued with respect thereto; 

  

	 	(f)	deposits to secure the performance of bids, trade contracts, leases (other than for borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business (or to secure letters of credit issued in connection therewith); 

  

	 	(g)	easements, rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not materially
detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable person; 

  

	 	(h)	inchoate Security in respect of pending litigation or Security securing judgments for the payment of money (or securing letters of credit, appeal or other surety bonds related to such judgments) not constituting an
Event of Default under Clause 16; 

  

	 	(i)	Security arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution and arising in the ordinary course of business; 

  

	 	(j)	Security in respect of operating leases; 

  

	 	(k)	Security securing indebtedness assumed or acquired in connection with an acquisition, merger or consolidation, provided that (i) each such Security existed at the time the obligor thereon was merged with the
Borrower or any of its subsidiaries or otherwise became a subsidiary of the Borrower, and was not created in anticipation thereof and (ii) no such Security shall extend to or cover any property or asset of the Borrower or any of its
subsidiaries other than the property or assets of such obligor and any additions thereto, proceeds thereof and property in replacement or substitution thereof; 

  

	 	(l)	 Security on any asset acquired by the Borrower or any of its subsidiaries; provided that (i) each such Security existed at the time of
such acquisition and was not created in anticipation thereof and (ii) no such Security shall extend to 



  
 13 








	 	
or cover any property or asset of the Borrower or any of its subsidiaries other than the property or asset so acquired and any additions thereto, proceeds thereof and property in replacement or
substitution thereof; 

  

	 	(m)	rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise,
grant, license or permit or to condemn or acquire by eminent domain or similar process; 

  

	 	(n)	rights reserved to or vested by law in any governmental authority to, control or regulate any of the properties of the Borrower or any of its subsidiaries or the use thereof or the rights and interests of the Borrower
or any of its subsidiaries therein, in any manner under any and all laws; 

  

	 	(o)	rights reserved to the grantors of any properties of the Borrower or any of its subsidiaries, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms,
conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith; 

  

	 	(p)	Security securing obligations of a subsidiary of the Borrower owed to the Borrower or to another subsidiary of the Borrower; 

  

	 	(q)	Security securing indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, repairing, constructing or improving fixed or capital assets; provided that (i) any
such Security shall be created substantially simultaneously with or within 12 months after the acquisition thereof or the completion of the repair, construction or improvement thereof, (ii) such Security shall not apply to any other property or
assets of the Borrower or any of its subsidiaries (other than repairs, renewals, replacements, additions, accession, improvements and betterments thereto) and (iii) the indebtedness secured thereby does not exceed the cost of acquiring,
constructing, improving, altering or repairing such fixed or capital assets, as the case may be; 

  

	 	(r)	Security arising out of the refinancing, extension, renewal or refunding of any debt secured by any Security permitted by clause (k), (l), or (q) of this Clause 15.3; provided that no
such Security shall encumber any additional assets (other than additions thereto and property in replacement or substitution thereof) or secure debt with a larger principal amount (other than in respect of accrued interest, fees and transaction
costs) than the debt being refinanced, extended, renewed or refunded; and 

  

	 	(s)	Security otherwise not permitted herein which secure obligations in an aggregate principal amount not to exceed at any time outstanding 15% of the Borrower’s consolidated net tangible assets (pro forma for such
transaction and any related transaction), as determined in accordance with generally accepted accounting principles in the United States of Americas based on the Borrower’s most recent financial statements. 


 

	 	15.4	Pari Passu Ranking 

 The Borrower shall procure that its payment obligations under this
Agreement do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for obligations mandatorily preferred by laws of general application. 

 

	 	15.5	No additional indebtedness 

 The borrower shall not incur additional indebtedness either
through loans, issuing bonds, notes, debentures, loan stock or any similar instrument, except for: 
  

	 	a)	Bank loans or Group company loans up to USD 600,000,000. 

 without the express written consent
of the Lender 

  
 14 








	16.	EVENTS OF DEFAULT 

 Each of the events or circumstances set out in this Clause 16 is an
Event of Default. 
  

	 	16.1	Non-payment 

 The Borrower does not pay within two (2) Business Days after the due
date any amount payable pursuant to this Agreement at the place in which it is required to be paid unless its failure to pay is caused by: 
  

	 	(a)	an administrative or technical error; or 

  

	 	(b)	a Disruption Event, 

 and repayment is made within two (2) Business Days of its due date.

  

	 	16.2	Breach of Covenant 

 If there is a material breach of any of the covenants in Clause 15,
which if capable of remedy, is not remedied within ten (10) Business Days of receipt of written notice from the Lender, requiring such breach to be remedied. 
  

	 	16.3	Misrepresentation 

 Any representation or statement made or deemed to have been made by
the Borrower in this Agreement or any other document delivered by or on behalf of the Borrower under or in connection with this Agreement is or proves to have been materially incorrect or misleading when made or deemed to have been made. 

 

	 	16.4	Cross default 

  

	 	(a)	Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period. 

  

	 	(b)	Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). 


 

	 	(c)	Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described). 


 

	 	(d)	No Event of Default will occur under this clause 16.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 16.4(a) to 16.4(c) above is less than one hundred
million US Dollars (USD 100,000,000) (or its equivalent in any other currency or currencies). 

  

	 	16.5	Insolvency 

  

	 	(a)	The Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one
or more of its creditors with a view to rescheduling any of its Financial Indebtedness. 

  

	 	(b)	A moratorium is declared in respect of any Financial Indebtedness of the Borrower. 


  
 15 








	 	16.6	Insolvency proceedings 

 Any corporate action, legal proceeding, filing or other
procedure or step is taken in relation to: 
  

	 	(a)	the suspension (provisional or otherwise) of payments, a moratorium of any Financial Indebtedness, the bankruptcy, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of the Borrower or any of its assets; 

  

	 	(b)	the making of a general assignment for the benefit of its creditors; 

  

	 	(c)	the appointment of a liquidator, receiver, administrative receiver, administrator, trustee in bankruptcy, compulsory manager or other similar officer in respect of the Borrower or any material portion of its assets; or


  

	 	(d)	enforcement of any Security over any material portion of the assets of the Borrower, 

 or any
analogous procedure or step is taken in any jurisdiction. 
  

	 	16.7	Creditors’ process 

 Any expropriation, attachment, sequestration, distress or
execution either before judgment or under an execution, affecting any asset or assets of the Borrower having a book value of ten million US Dollars (USD $10,000,000) or more, excluding any such action which is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted. 
  

	 	16.8	Unlawfulness and Invalidity 

  

	 	(a)	It is or becomes unlawful for the Borrower to perform any of its material obligations under this Agreement. 

  

	 	(b)	Any obligation(s) of the Borrower under this Agreement is not or ceases to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the
Lender under this Agreement. 

  

	 	(c)	This Agreement ceases to be in full force and effect or is alleged by either party to be ineffective. 

  

	 	16.9	Repudiation 

 The Borrower repudiates this Agreement or evidences an intention to
repudiate this Agreement. 
  

	 	16.10	Acceleration 

 On and at any time after the occurrence of an Event of Default which is
continuing, the Lender may by notice to the Borrower: 
  

	 	(a)	cancel the Commitment whereupon it shall immediately be cancelled; and/or 

  

	 	(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under this Agreement be immediately due and payable, whereupon they shall become immediately due and
payable. 

  

	17.	TERMINATION EVENT 

 In the event the Group Companies dispose of their ownership interest
in the General Partner or the general partnership interests in the Borrower (whether held directly or indirectly) , the Lender shall have the right to terminate the Facility by giving the Borrower forty-five (45) days’ prior written notice
requiring repayment of all outstanding amounts by the end of that forty-five day period or as otherwise agreed between the Borrower and the Lender. 

  
 16 








	18.	CHANGES TO THE LENDER 

 The Lender may transfer, assign or sub-participate all or any
part of its commitments under the Facility to a Group Company with the Borrower’s prior written consent, such consent not to be unreasonably withheld or delayed. 
  

	19.	CHANGES TO THE BORROWER 

 The Borrower may not assign any of its rights or transfer any
of its rights or obligations under this Agreement. 
  

	20.	PAYMENT MECHANICS 

  

	 	20.1	Payments to the Lender 

  

	 	(a)	On each date on which the Borrower is required to make a payment under this Agreement, the Borrower shall make the same available to the Lender (unless a contrary indication appears in this Agreement) for value on the
due date at the time as specified by the Lender as being customary at the time for settlement of transactions in the place of payment. 

  

	 	(b)	Payment shall be made in US Dollars to such account with such bank as the Lender specifies. 

  

	 	20.2	No set-off by the Borrower 

 All payments to be made by the Borrower under this
Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 
  

	 	20.3	Business Days 

  

	 	(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).


  

	 	(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest shall be payable on the principal or Unpaid Sum at the rate payable on the original due date.


  

	 	20.4	Currency of account 

 US Dollars are the currency of account and payment for any sum due
from the Borrower under this Agreement. 
  

	21.	SET-OFF 

 The Lender may set off any matured obligation due from the Borrower under this
Agreement against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 
  

	22.	NOTICES 

  

	 	22.1	Communications in writing 

 Any communication to be made under or in connection with
this Agreement shall be made in writing and, unless otherwise stated, may be made by e-mail or letter. 

  
 17 








	 	22.2	Addresses 

 The address (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is: 
  

	 	(a)	in the case of the Borrower, that identified with its name below; 

  

	 	(b)	in the case of the Lender, that identified with its name below, with the FACILITY UTILISATION REQUEST also being sent electronically to the following email addresses:
[            ]; 

 or any substitute address or department
or officer as the Party may notify to the other Party with not less than five (5) Business Days’ notice. 
  

	 	22.3	Delivery 

 Any communication or document made or delivered by one person to another
under or in connection with this Agreement will only be effective when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address and, if a
particular department or officer is specified as part of its address details provided under Clause 22.2, if addressed to that department or officer. 
  

	 	22.4	English language 

 Any communication or document to be made or delivered under or in
connection with this Agreement must be in English. 
  

	23.	CALCULATIONS AND CERTIFICATES 

  

	 	23.1	Accounts 

 In any litigation or arbitration proceedings arising out of or in connection
with this Agreement, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate. 
  

	 	23.2	Certificates and Determinations 

 Any certification or determination by the Lender of a
rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 
  

	 	23.3	Day count convention 

 Any interest, commission or fee accruing under this Agreement
will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the London interbank market differs, in accordance with that
market practice. 
  

	24.	PARTIAL INVALIDITY 

 If, at any time, any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired. 
  

	25.	REMEDIES AND WAIVERS 

 No failure to exercise, nor any delay in exercising, on the part
of the Lender, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and
remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 

  
 18 








	26.	AMENDMENTS 

 No variation or amendment of this Agreement or the obligations of the
Borrower hereunder shall be valid unless it is in writing and signed by or on behalf of each of the Parties.  
  

	27.	COUNTERPARTS 

 This Agreement may be executed in any number of counterparts, and this
has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 
  

	28.	GOVERNING LAW 

 This Agreement shall be governed by the laws of the state of New York.

  

	29.	EFFECTIVE DATE 

 This Agreement shall come into effect on the date hereof. 

 
  
  

(Signature Page Follows) 

  
 19 







 This Agreement has been entered into as of the date stated at the beginning of this Agreement. 

Signed by 
  

SHELL MIDSTREAM PARTNERS, L.P 
 C/O 

XXX 
 Houston, Texas 77002 

Facsimile: 713-XXX-XXXX 
 Attention: XXX 

By: Shell Midstream Partners GP LLC, its general partner 
  

			
		
	By:	 	 
		 	
	 Name:
	 	
	 Title:
	 	

  
  

Signed by 
 SHELL TREASURY CENTRE (WEST) INC. 

Facsimile: 832-337-0025 
 Attention: Treasurer 

			
		
	By:	 	 
		 	
	 Name:
	 	
	 Title:
	 	

  
  
  

Signature Page to Working Capital Facility Agreement 






 SCHEDULE 1 

Notice 
 Utilisation
Request 
 From: SHELL MIDSTREAM PARTNERS, L.P 

To: Shell Treasury Centre (West) Inc 
 Dated: 

Dear Sirs 
 SHELL MIDSTREAM PARTNERS WORKING
CAPITAL FACILITY AGREEMENT 
 DATED AS OF , 2014 

(the “Agreement”) 
  

	 	1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


 

	 	2.	We wish to borrow a Loan on the following terms: 

 Proposed Utilisation Date:
[            ] (or, if that is not a Business Day, the next Business Day) 

Amount: [            ] 

Proposed Loan Repayment Date: [            ] 

 

	 	3.	We confirm that each condition specified in Clause 4 (Conditions of Utilisation) is satisfied on the date of this Utilisation Request. 


 

	 	4.	The proceeds of this Loan should be credited to [account] at [bank]. 

  

	 	5.	This Utilisation Request is irrevocable. 

  

	
	Sincerely,
	
	   

	Authorised signatory for
	SHELL MIDSTREAM PARTNERS, L.P

  
  
  

 
 SCHEDULE 1