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Delaware
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001-36710
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46-5223743
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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Number
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Description
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10.1
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Shell Midstream Partners Loan Facility Agreement, dated as of February 27, 2017, between Shell Midstream Partners, L.P. and Shell Treasury Center (West) Inc.
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SHELL MIDSTREAM PARTNERS, L.P.
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By:
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Shell Midstream Partners GP LLC,
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its general partner
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By:
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/s/ Lori M. Muratta
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Lori M. Muratta
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Vice President, General Counsel and Secretary
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(1)
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Shell Midstream Partners, L.P., a company incorporated under the laws of the State of Delaware in the United States of America with its principal office-at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA (the "Borrower''); and
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(2)
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Shell Treasury Center (West) Inc., a company incorporated under the laws of the State of Delaware in the United States of America with its principal office-at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA (the "Lender'').
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1.
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DEFINITIONS
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(a)
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A material disruption to those payment or communication systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Advance (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
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(b)
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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:
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(i)
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from performing its payment obligations under this Agreement; or
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(ii)
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from communicating with other Parties in accordance with the terms of this Agreement, and
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(a)
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moneys borrowed;
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(b)
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any amount raised by acceptance under any acceptance credit facility;
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(c)
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any amount raised pursuant to any note purchase facility or the issuance of bonds, notes debentures, loan stock or any similar instrument;
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(d)
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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;
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(e)
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receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
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(f)
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any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or
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(g)
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the amount of any liability in respect of any guarantee or indemnity for any items referred to in paragraphs (a) to (f) above.
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(a)
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a
n en
tity
di
re
c
tly
cont
r
o
l
s a
no
th
e
r e
n
tity if i
t o
wns fifty p
e
rc
e
nt
(
5
0
%
) or
mo
re of
t
he
v
o
ti
ng right
s a
tt
ac
h
e
d
t
o
t
he is
s
u
e
d s
ha
r
e ca
pita
l of
t
h
e o
t
h
e
r
en
tity; a
n
d
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(b)
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a
n e
n
t
i
t
y ind
i
rectl
y
co
n
t
r
o
l
s an
o
t
h
er
e
ntity if a seri
es
of entiti
e
s ca
n
b
e sp
e
cifie
d
,
b
e
g
i
nni
n
g
wi
t
h
t
he first e
n
tity a
n
d
en
din
g
with the o
t
h
e
r
e
n
tity,
s
o
rel
a
t
e
d that each
e
n
t
i
ty o
f
the
s
eri
e
s (
excep
t
t
h
e ultim
a
t
e
c
on
t
ro
ll
ing entity) i
s d
ir
e
ctly con
t
roll
e
d b
y
o
n
e
o
r
m
o
r
e
o
f
t
h
e e
n
t
itie
s
ea
rli
e
r
i
n
th
e s
eri
e
s
.
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(b
)
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a re
d
u
c
ti
o
n i
n
t
h
e
ra
t
e
o
f
r
e
t
u
rn und
e
r
t
h
i
s
A
g
r
ee
m
e
nt
or on
t
he Lende
r'
s ove
r
a
ll
ca
pit
a
l; o
r
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(
c
)
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a
re
du
cti
o
n
o
f
an
a
mou
n
t due
a
n
d pa
y
ab
l
e
un
d
e
r
th
is Agr
ee
m
e
nt, wh
i
ch i
s
i
nc
ur
re
d
by
th
e
Le
n
d
e
r
but o
n
ly to the ext
en
t
a
ttr
i
but
a
ble t
o t
h
e
L
e
n
d
e
r h
a
v
i
ng ent
e
red
in
t
o
th
i
s A
g
re
emen
t
or
f
und
i
n
g o
r
pe
rf
o
r
m
i
n
g It
s
ob
li
g
ation
s u
n
d
er
thi
s A
g
r
eem
e
n
t.
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(a)
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specified by the Borrower in the notice referred to under Clause 2.1 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 which shall be a date on or before the Final Repayment Date; or
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(b)
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If not specified by the Borrower in the notice referred to under Clause 2.1, the Final Repayment Date.
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2.
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D
RAW
DO
WNS
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1.
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S
u
bj
e
ct to the
t
e
r
ms o
f
t
h
is Agre
e
me
n
t
,
t
h
e Bo
r
rowe
r
shall b
e
entitled dur
i
ng t
h
e Comm
i
tment Period to
b
orrow Ad
v
a
n
ces up to an aggrega
t
e a
m
o
u
nt not excee
d
ing
t
h
e
Commitme
n
t
p
rovid
e
d
t
h
a
t the Bor
r
ower has request
e
d
t
he re
le
va
n
t Ad
v
ance by not
l
es
s
th
a
n two (2
)
Busi
n
ess Da
y
s
'
written no
ti
ce to
t
he
L
end
e
r, suc
h
notice
s
p
ecifying the pro
p
osed D
i
sb
u
rsement Date which sha
ll
be a Busines
s
Day, the amou
n
t of t
h
e Advance and the Repaym
e
n
t
Date,
a
nd provi
d
ed furthe
r
tha
t
a
t
t
h
e time o
f
dr
a
wdown
,
no Ev
en
t of D
e
f
au
l
t
h
as occurred o
r i
s
,
in the
r
easonab
l
e
op
i
ni
o
n
of
t
he Lender, e
x
p
e
cted to
o
ccur
.
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2.
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A disbursement request shall be irrevocable;
provided
, that a disbursement request will not be regarded as having been duly completed unless (a) the proposed disbursement date is a business day within the availability period; (b) the amount of the proposed disbursement plus any prior disbursements must be an amount which is not more than the total facility commitment amount; (c) it specifies the account and bank to which the proceeds of the disbursement are to be credited.
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3.
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Subject to the
t
erms of t
hi
s Agree
m
ent
,
the
L
e
n
d
e
r
s
h
a
ll
make availab
l
e to
t
he
B
or
r
ow
e
r
each Adv
a
nce
re
ferred to
i
n C
l
a
u
se 2.1,
b
e
f
or
e
the close of busin
e
ss on the req
u
ested D
i
sbu
r
s
ement Date
b
y t
r
an
s
ferr
i
ng such Advanc
e
to
t
he bank
a
ccount or by cre
d
iting such Adva
n
ce to suc
h
curre
n
t
a
ccount with a Group Compa
ny
as sh
a
ll
be de
s
i
gna
t
e
d by the Borrowe
r.
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3.
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INT
E
R
E
ST
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3
.
1
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The
r
a
t
e of inter
e
st for each
A
dvance fo
r
i
t
s
I
nteres
t
Pe
r
iod sha
ll
be
t
h
e Fixe
d
I
n
teres
t R
ate
.
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3
.
2
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Th
e
Bo
rr
ow
e
r s
h
all pay interest on
t
he Advanc
e
s
f
or eac
h
Int
e
r
e
st Period i
n
arrea
rs
on the
I
n
t
erest Paym
e
nt Date.
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3.3
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E
a
ch
I
nterest Period
s
h
a
l
l
start on an I
n
t
e
rest
P
ayme
n
t Date an
d
e
n
d o
n t
he next following Inte
r
es
t
Pa
ym
e
n
t
D
ate exc
e
pt th
a
t the firs
t
In
t
e
r
es
t
P
e
ri
od in respect o
f
e
ach Advan
c
e shall s
t
art on i
t
s Disbu
r
semen
t
Date a
n
d e
n
d o
n t
h
e
next I
n
teres
t
Pay
m
ent
D
a
te a
n
d any
I
nterest Period whic
h
w
o
u
l
d otherwi
s
e ex
t
e
n
d
b
eyond the F
in
a
l
Repaym
e
nt Da
te
s
h
a
ll
inste
a
d end o
n
t
h
a
t da
t
e
.
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3.4
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If I
n
te
r
est is
p
a
i
d other th
a
n on a
n
I
n
tere
s
t
Pay
m
e
nt
Da
t
e
,
the B
o
rrowe
r
shalt pay to the Le
n
d
e
r, i
n
add
i
tion to the I
n
te
r
e
st due
,
a
n
am
ount
e
q
u
a
l
to
t
he amo
u
nt (if any) which
th
e
L
e
n
der certifies as
n
ecessary to
i
nd
e
mnify it against
t
he co
s
t of b
r
ea
king funds bo
rr
owed, contr
a
cted for
o
r
utili
ze
d
to f
i
nan
c
e
t
he re
l
evan
t
A
d
vance
.
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3.5
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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. Any interest accruing under this Clause 3.5 shall be immediately payable by the Borrower on demand by the Lender. Such interest shall be compounded with the overdue amount at the end of each month, but shall remain immediately due and payable on demand by the Lender, and shall be calculated by reference to successive periods of one (1) month beginning on the due date at the aggregate annual rate of:
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3.6
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Interest shall accrue on a daily basis and be calculated on the basis of a three hundred and sixty (360) day year.
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4.
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ISSUANCE FEE
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5.
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REPAYMENT AND
PREPAYMENT
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5.
1
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Except as provided in Clause 6, the Borrower may not repay or prepay an Advance without the written consent of the Lender, which may be given or withheld at the Lender's sole discretion. Borrower must communicate its request to repay or prepay to lender in writing at least fifteen (15) business days prior to the desired prepayment date. The request shall include the amount to be paid and desired date of repayment. If the Lender consents to a prepayment or repayment, the Borrower may pay without penalty on the date specified in the request the amount Borrower included in the request for prepayment or repayment.
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5.2
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Any notice of prepayment or repayment shall be irrevocable and shall require the Borrower to make the payment on the date specified unless the Lender at its sole discretion agrees otherwise in writing.
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(a)
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accrued interest calculated in accordance with the provisions of this Agreement up to the day of prepayment or repayment on the amount prepaid or repaid; and
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(b)
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an amount equal to the amount which the Lender certifies as necessary to Indemnify it against the cost of breaking funds borrowed, contracted for or utilised to finance the relevant Advance.
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5.4
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Advances prepaid or repaid may not be re-borrowed.
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6.
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INCREASED COSTS AND CHANGE OF CIRCUMSTANCES
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6
.1
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If any law, regulation or regulatory requirement or any Judgment, order or direction of any court, tribunal or authority binding on the Lender comes into force and effect after the date of this Agreement or if compliance by the Lender with any direction, request or requirement (whether or not having the force of law) of any competent governmental or other authority comes into force and effect after the date of this Agreement the result of which is to subject the Lender to any Increased Costs then and in each such case:
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(a)
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the Lender may notify the Borrower in writing of such event promptly upon Its becoming aware of the same;
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(b)
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within thirty (30) days of a written demand the Borrower shall pay to the Lender the amount which the Lender specifies (in a certificate setting out the basis of the computation of such amount, which certificate shalt be prima facie evidence of such Increased Cost) to be required to compensate the Lender for such Increased Cost; and
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(c)
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the Borrower may, at any time after receipt of a notice referred to in Clause 5.1 (a), notify the Lender that it will prepay the outstanding Advances within fifteen (15) days of such notice to the Lender. The provisions of Clauses 5.2, 5.3 and 5.4 shall apply to such prepayment. Upon receipt of such prepayment from the Borrower, the Agreement shall be terminated.
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6.2
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In the event a material adverse change occurs, in the opinion of the Lender, in the financial condition, results of operations or business of the Borrower, the Lender may refuse to make (further) Advances, may reduce the Commitment to zero and/or may require repayment of all or any Advances (or any part thereof) already made together with air interest accrued (if any) and all other sums that may be due or payable under the terms of this Agreement, within thirty (30) days of written demand from the Lender to the Borrower.
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1.
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PAYMENTS AND TAXES
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7.1
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All
pa
y
me
n
ts
t
o
b
e made by the
B
o
r
rower here
u
nder
s
hal
l
b
e
made wit
h
out s
e
t
-
off or c
o
unter claim and free a
nd
c
lea
r of and w
i
thout dedu
ct
ion fo
r
or withhol
d
ing of or on account o
f
any presen
t
o
r f
u
t
ure
t
ax
e
s
,
le
vi
es or cha
r
g
es
of wh
a
tever ki
n
d
un
less
t
he
B
orrow
e
r
i
s
compelled by
l
aw to make payment subject to
s
u
c
h tax, levy o
r
c
h
arge
.
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7.
2
|
If t
he Bo
r
rowe
r
i
s
comp
e
ll
e
d by law to ma
k
e
a
ny deductio
n
or withhold
i
ng
o
n accoun
t of
tax th
e
n
th
e
Borrower
s
hall be permitted
t
o
m
a
k
e such d
e
duction or with
h
old
i
ng and
s
hall ensu
r
e that
s
uc
h
deduction or withholdi
n
g doe
s
not exc
e
ed the minimum lega
l li
abili
t
y the
r
e
fo
r a
nd sh
a
l
l, within si
x
ty (
6
0) da
y
s of e
ff
ec
tin
g s
u
ch
d
eduction o
r w
ithh
o
ld
i
ng, forwa
r
d to the
Le
n
d
er a
n o
fficia
l r
ece
i
pt or o
t
her offi
c
ia
l
doc
u
m
e
n
t
ation
in
each ca
s
e i
n
form and subst
a
nce sati
s
fa
c
to
ry
to the
L
ender ce
rt
ifying paym
e
n
t of the tax
.
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7.3
|
Subjec
t
to Cla
u
se 7.4, i
f t
he Borrower is
c
ompelle
d
by law
t
o m
a
ke paymen
t
s
u
bject to d
e
duc
ti
on of a
n
y a
m
ou
nt
s
,
t
h
en
t
he Bo
r
rower sh
a
ll
, if requ
es
t
e
d
b
y the L
e
nder, mak
e
paymen
t t
o
t
he Lend
e
r of s
u
ch addi
ti
onal amounts
a
s s
h
all
y
ield to the Lender th
e
full
a
m
o
un
t
s
w
h
ich woul
d
be pai
d
to
t
h
e
L
ende
r
u
n
der
t
his Agre
e
me
n
t a
s i
f su
c
h
taxes, l
e
v
ie
s
or othe
r
c
h
a
rges were no
t
paid, deducted or wit
hh
e
l
d
.
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7.4
|
T
h
e
L
ende
r i
s
entitled to
r
eq
u
est
p
ayme
n
t
u
nder Clau
s
e 7
.
3 ("Tax Pa
y
me
n
t")
o
n
l
y if the
L
e
nd
e
r
d
e
t
ermine
s
t
ha
t
a full c
re
dit agai
n
st,
r
e
li
e
f
or
r
e
mi
s
s
i
on for,
o
r repay
m
en
t
o
f
tax is no
t
att
ri
b
ut
a
b
l
e to
that Tax Paymen
t.
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2.
|
R
EP
RES
ENTA
T
IONS
A
ND UND
E
RT
AKI
NGS
|
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8.1
|
it is a limited partnership, duly organised and validly existing under the laws of its jurisdiction of incorporation and it has the power to own its assets and carry on its business as it is being conducted;
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8.2
|
it has the power to enter into and perform, and has taken any necessary action to authorise the entry into and performance of, this Agreement and transactions contemplated by this Agreement;
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8.3
|
this Agreement is its legally binding, valid and enforceable obligation;
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8.4
|
amounts owing to the Lender under this Agreement will rank at least
pari passu
with all the Borrower's other unsecured and unsubordinated obligations except for obligations mandatorily preferred by law applying to companies generally; and
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3.
|
DEFAULT
|
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9.1
|
Each of the events or circumstances set out in this Clause 9 is an "Event of Default", and the consequence of such an Event of Default being continu
i
ng is that the Lender may refuse to make further Advances, may reduce the Commitment to zero and/or may require the immediate repayment of all or any Advances already made together with all interest accrued (if any) and all other sums that may be due or payable under the terms of this Agreement. The Borrower shall, on demand by the Lender, indemnify the Lender against any cost, loss or liability Incurred by the Lender as a result of the occurrence of an Event of Default. The Borrower shall promptly upon becoming aware of the same, notify the Lender in writing of th
e
occurrence of an Event of Default, or an event which would with the lapse of time or giving of notice or both be an Event of Default.
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9.2
|
The Borrower does not pay on the due date any amount payable pursuant to this Agreement at the place and in the currency in which it is expressed to be payable unless its failure to pay is caused by:
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(b)
|
a Disruption Event, and repayment is made within two (2) Business Days of the event.
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9.3
|
The Borrower fails to comply with any provision of, or perform any obligation under this Agreement (other than the obligations to pay referred to in Clause 9.2) except where the failure to comply or perform is, in the
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9.4
|
Any governmental or other authority having jurisdiction over the Borrower institutes any action or legislation forcing the Borrower to cease all or a substantial part of its normal business, or withdraws or withholds any authorisation or consent obtained or required by the Borrower for the due performance of its business and Its obligations under this Agreement; or all or a substantial part of the business or assets of the Borrower is expropriated, nationalised, involuntarily liquidated or otherwise compulsorily withdrawn from the control of t
he Bo
rr
o
we
r.
|
|
9.5
|
Th
e Bo
rr
ow
e
r
s
usp
e
nd
s
paym
e
nt to it
s cred
itor
s
o
r
generally
i
s,
o
r a
dm
i
t
s
i
n
wr
i
tin
g
t
h
a
t it is, un
a
ble to
p
a
y it
s
debt
s
w
he
n th
e
y f
a
ll du
e
or
c
o
mmence
s
negoti
ati
ons with i
t
s creditor
s
or make
s
any c
o
m
p
os
i
tion or arr
a
ngement w
i
th its cred
i
tors, o
r
go
e
s
i
n
to liquid
a
t
i
on wh
et
h
e
r v
olu
n
t
a
ry
o
r c
omp
ul
sory
,
o
r
i
f
any st
e
p
i
s
t
a
k
e
n
b
y
a
ny p
e
r
son
w
ith a
v
iew t
o
t
h
e
w
inding up
,
admin
i
stration or
b
a
n
krupt
c
y o
f th
e Borr
o
w
e
r
(e
x
cept fo
r
t
h
e pur
p
o
s
e of a solv
e
n
t
am
al
g
a
m
a
tion o
r
reco
n
struction), o
r
i
f i
t cea
s
es or pre
p
a
r
e
s
to c
e
as
e
tr
adi
n
g, or if
a
ny s
t
ep
is
taken to e
n
fo
r
ce secur
i
ty ov
e
r
,
o
r a
di
st
re
ss
,
e
xecuti
o
n or o
t
he
r
sim
il
ar
p
ro
c
e
s
s i
s
lev
i
e
d or
s
erv
e
d agains
t
, t
h
e whole or
a
n
y
p
a
rt
of it
s
a
s
s
e
ts
, i
n
clud
i
ng witho
ut
limitation t
h
e
appoi
n
t
m
ent of a r
e
c
e
i
v
e
r
, admi
ni
stra
ti
v
e
r
ec
e
iver,
a
dm
i
n
i
s
tr
a
tor o
r
similar officer
o
r any
s
uch analogous p
r
ocedure or
s
t
e
p
i
s taken unde
r
t
h
e applicable laws
o
f
a
ny
j
urisd
i
ction or it
t
a
k
es
an
y
action in
f
urtherance of, or indica
ti
ng its cons
e
nt
t
o
, a
pprova
l
of
or
ac
q
uiesce
n
ce in, a
n
y of the foregoing act
s
.
|
|
9.6
|
The Borrower is not or ceases to be a Group Company.
|
|
9.7
|
I
t
i
s or b
e
com
e
s
u
nlawf
u
l
f
o
r the Borr
o
we
r
to p
e
rfo
r
m an
y
of
it
s
obligation
s
u
n
d
er t
h
i
s
Agr
ee
ment.
|
|
(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)
|
Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).
|
|
(e)
|
No Event of Default will occur under this clause 9.8 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 9.8(a), 9.8(b), 9.8(c), or 9.8(d) above is less than one hundred million US Dollars (USD 100,000,000) (or its equivalent in any other currency or currencies).
|
|
4.
|
GENERAL COVENANTS
|
|
10.1
|
Obtain, comply with, and do all that is necessary to maintain in full force and effect;
|
|
10.2
|
Supply certified copies to the Lender of any Authorization required by 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;
|
|
10.3
|
The Borrower shall comply in all respects with all the laws to which it may be subject, if failure to so comply would impair its ability to perform its obligations under this Agreement;
|
|
10.4
|
The Borrower shall not create or permit to subsist any security over any of its assets other than such Security as agreed between the Lender and the Borrower; and
|
|
10.5
|
The Borrower shall not incur additional indebtedness either through loans, issuing bonds, debentures, loan stock or similar instrument, except for Bank Loans or Group Company loans up to six hundred million United States Dollars (USD 600,000,000) without the express written consent of the Lender. For purposes of this clause, this restriction does not apply to other loans between the Lender and the Borrower.
|
|
5.
|
S
ET
-
OF
F
|
|
6.
|
COSTS AND EXPENSES
|
|
12.1
|
Transaction Expenses. The Borrower shall pay any and all stamp duty, registration costs and similar duties, taxes and charges which may be payable or determined to be payable in connection with the execution, delivery, performance and enforcement of this Agreement.
|
|
12.2
|
Enforcement Costs. The Borrower shall pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservations of, any rights under this Agreement.
|
|
7.
|
ASSIGNMENT AND TRANSFER
|
|
13
.1
|
The Lender may at any time assign any of its rights, transfer or novate any of its rights, benefits and obligations under this Agreement to a Group Company and the Borrower agrees to execute all necessary documents as may be reasonably required by the Lender to effect such assignment, transfer or novation.
|
|
13.2
|
The Borrower may not assign, transfer or novate any of its rights, benefits and obligations under this Agreement.
|
|
1.
|
N
O
TICE
S
|
|
15
.
1
|
Any notice
to
be given hereunder shall be given in w
r
iting,
i
n
t
he
E
ngli
s
h
l
angua
g
e
,
and on
ly
by l
e
tter o
r f
a
c
simile, save
t
hat
r
eq
u
ests for Advances
un
de
r C
l
au
s
e 2.1
ma
y
b
e
giv
e
n by
t
he Borr
o
wer to the
L
ender
vi
a e-mail or via
t
h
e
V
i
rt
ua
l
Tr
ea
sure
r
L
oa
ns
Advisor.
|
|
15
.
2
|
Any commun
ic
ation
t
o be m
a
de by o
n
e pa
rt
y to t
h
e ot
h
er
h
e
r
e
u
nd
e
r
s
ha
ll
(un
l
es
s that
o
ther pa
rt
y has by fif
t
een (15
)
d
ay
s
' writ
te
n
not
ic
e
t
o t
he o
t
her specifi
e
d anothe
r
addre
s
s)
b
e ma
d
e
t
o tha
t
o
th
e
r
part
y
at
t
he addr
es
s or
facsi
mil
e
num
b
e
r
for
n
o
ti
ces set out below
(
or
s
uch oth
e
r
addre
s
s
or facsimil
e
numbe
r
a
s h
a
s
b
e
en notifi
e
d), b
u
t s
h
a
ll b
e
e
ffective o
n
l
y
when rece
i
ved and then on
l
y lf
t
h
e sa
m
e
i
s e
xp
r
ess
l
y m
a
rk
e
d for the att
e
ntion
o
f such
d
epa
rt
ment
o
r
offic
er
spe
c
ifi
ed
below (or su
c
h o
t
her departmen
t
or office
r
as
t
he add
r
e
s
s
e
e
s
h
a
ll
fro
m
time to ti
m
e s
p
ec
i
fy
i
n writin
g
fo
r t
his purpo
se
)
.
|
|
15.
3
|
Add
r
e
ss
e
s fo
r n
otic
es a
n
d communi
c
a
tio
n t
o be s
e
n
t under
th
is
A
g
ree
m
ent
ar
e as fo
ll
o
w
s
:
|
|
(
a
)
|
t
o
the Borrow
e
r: Addre
s
s:
A
tt
e
n
ti
on
:
|
Shell Midstream Partners, L.P.
150 North Dairy Ashford, Houston, TX 77079
Treasurer
|
|
|
|
|
|
(b)
|
to the Len
d
er: Address
:
A
tt
enti
o
n
: Facs
i
mil
e
:
|
Shell Treasury Center (West) Inc.
150 North Dairy Ashford, Houston, TX 77079
Treasurer
|
|
|
wi
t
h a copy to
:
|
f
st
o
-d
e
a
li
ng
-
r
o
om@
s
h
e
ll.
c
om
|
|
|
Facsimile:
|
+44 207 934 3702
|
|
2.
|
COUN
T
E
R
PA
RT
S
|