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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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Number
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Description
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10.1
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10.2
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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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Date:
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August 2, 2018
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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 registered 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 registered 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 has the direct power to direct or cause the direction of the management and policies of such other entity, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise;
a
n
d
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(b)
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a
n
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.
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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
)
|
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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2.1
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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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2.2
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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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2.3
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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 on the date specified in the amount Borrower included in the request for prepayment or repayment including any applicable market-based fees.
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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)
|
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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7.
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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
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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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8.
|
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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9.
|
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 reasonable opinion of the Lender, capable of remedy and is remedied within ten (10) days of written notice from the Lender to the Borrower requiring such remedy.
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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
|
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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).
|
|
10.
|
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
|
|
11.
|
S
ET
-
OF
F
|
|
12.
|
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.
|
|
13.
|
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.
|
|
15.
|
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 if
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
:
|
Shell Treasury Center (West) Inc.
150 North Dairy Ashford, Houston, TX 77079
Treasurer
|
|
|
wi
t
h a copy to
:
|
fsto-dealing-room@shell.com
|
|
|
F
a
c
s
i
m
ile
:
|
+1 832 337 4331
|
|
16.
|
COUN
T
E
R
PA
RT
S
|
|
Signed for and on behalf of
Shell Midstream Partners, L.P.
|
|
Signed for and on behalf of
Shell Treasury Center (West) Inc.
|
|
|
|
|
|
Name:
/s/ Shawn J. Carsten
Designation:
Vice President Finance
Date:
July 31, 2018
|
|
Name:
/s/ Jennifer Betlejewski
Designation:
Treasurer
Date:
July 31, 2018
|
|
|
|
|
|
Borrower Bank Details:
Bank: ######## ##
Account No: ########
ABA: #########
SWIFT: ########
|
|
Lender Bank Details:
Bank: ######## ##
Account No. ########
ABA: #########
SWIFT: ########
|
|
(1)
|
SHELL MIDSTREAM PARTNERS, L.P
(the "
Borrower
"); and
|
|
(2)
|
SHELL TREASURY CENTER (WEST) INC.
(the
"
Lender
").
|
|
A.
|
The Lender and the Borrower entered into a Working Capital Facility Agreement dated as of October 31, 2014, (the “
Original Agreement
”) pursuant to which the Lender agreed to make available to the Borrower a working capital facility for an amount not exceeding Three Hundred Million United States Dollars (USD $300,000,000); and
|
|
B.
|
The Lender and the Borrower entered into an amendment to the Original Agreement dated May 12, 2015 pursuant to which the parties agreed to increase the amount of the working capital facility to an amount not exceeding Four Hundred Million United States Dollars (USD $400,000,000) and to increase the utilization period from six months to 364 days; and
|
|
C.
|
The Lender and the Borrower entered into an Amended and Restated Working Capital Facility Agreement dated as of February 18, 2016 (the “
First Amended and Restated Agreement
”), pursuant to which the parties agreed to amend and restate the Original Agreement, as amended, to allow the Borrower to choose any utilization period up to and including the Facility Repayment Date (as defined below);
|
|
D.
|
The Lender and the Borrower entered into a Second Amended and Restated Working Capital Facility Agreement dated as of September 27, 2016 (the “
Second Amended and Restated Agreement
”), which increased the amount of the working capital facility to an amount not exceeding Seven Hundred Sixty Million United States Dollars (USD $760,000,000).
|
|
E.
|
|
|
F.
|
The Lender and the Borrower desire to amend and restate the Second Amended and Restated Agreement to extend the final maturity date through July 31, 2023.
|
|
1.
|
DEFINITIONS AND INTERPRETATION
|
|
1.1
|
Definitions
|
|
(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.
|
|
(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 the Loan (or otherwise in order for the transactions contemplated by this Third Amended and Restated 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 Third Amended and Restated Agreement; or
|
|
(ii)
|
from communicating with other Parties in accordance with the terms of this Third Amended and Restated Agreement,
|
|
(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.
|
|
(a)
|
an entity directly controls another entity if it has the direct power to direct or cause the direction of the management and policies of such other entity, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; 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.
|
|
(a)
|
the applicable Screen Rate; or
|
|
(b)
|
(if no Screen Rate is available for US Dollars for the Interest Period of that Loan) 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,
|
|
(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.
|
|
1.2
|
Construction
|
|
(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);
|
|
(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.
|
|
(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
|
|
3.
|
PURPOSE
|
|
3.1
|
Purpose
|
|
3.2
|
Monitoring
|
|
4.
|
CONDITIONS OF UTILISATION
|
|
(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
|
|
5.2
|
Change or Cancellation of a Utilisation Request
|
|
(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
plus the amount of any outstanding Loan that is to be repaid with all of part of the proceeds from the proposed Loan
; and
|
|
(c)
|
it specifies the account and bank to which the proceeds of the utilisation are to be credited.
|
|
5.3
|
Confirmation of Terms
|
|
(a)
|
the amount of the Loan in US Dollars;
|
|
(b)
|
the rate of interest to be charged with respect to the Loan, as calculated under Section 8.1 of this Third Amended and Restated Agreement; and
|
|
(c)
|
the Loan Repayment Date.
|
|
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 Third Amended and Restated 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 Original Agreement, Borrower shall pay to Lender an issuance fee (the “
Issuance Fee
”) of five hundred and ten thousand US dollars ($510,000). In addition, (i) within five (5) Business Days of the date of the First Amended and Restated Agreement, Borrower shall pay to Lender an issuance fee relating to the additional commitment amount of one hundred seventy thousand US dollars ($170,000); and (ii) within five (5) Business Days of the date of this Second Amended and Restated Agreement, Borrower shall pay to Lender an issuance fee relating to the additional commitment amount of six hundred and twelve thousand US dollars ($612,000). No additional issuance fee shall be paid to Lender for the Third Amended and Restated Agreement.
|
|
(c)
|
Borrower shall pay Lender a commitment fee (the “
Commitment Fee
”) for the period from and including the Closing Date to the Facility Repayment Date, 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
|
|
(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).
|
|
7.2
|
Voluntary prepayment of Loans
|
|
7.3
|
Restrictions
|
|
(a)
|
Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Third Amended and Restated Agreement, 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 Third Amended and Restated 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 Third Amended and Restated Agreement may be re-borrowed.
|
|
(d)
|
No amount of the Commitment cancelled under this Third Amended and Restated Agreement may be subsequently reinstated.
|
|
7.4
|
Termination of Commitment
|
|
(a)
|
The Borrower may at any time terminate all or any part of the Commitment; provided that the Borrower shall not terminate the Commitment if, after giving effect to any concurrent prepayment of the Loans in accordance with
Section 7.2
, the aggregate principal amount of the Loans would exceed the Commitment.
|
|
(b)
|
The Borrower shall notify the Lender of any election to terminate or reduce the Commitment under this
Section 7.4
at least two (2) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.
|
|
8.
|
INTEREST
|
|
8.1
|
Calculation of interest
|
|
8.2
|
Payment of interest
|
|
8.3
|
Default interest
|
|
(a)
|
If the Borrower fails to pay any amount payable by it under this Third Amended and Restated 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
|
|
9.2
|
Market disruption
|
|
(a)
|
In this Third Amended and Restated 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.
|
|
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
|
|
(b)
|
In this Third Amended and Restated Agreement "
Increased Costs
" means:
|
|
(i)
|
an additional or increased cost; or
|
|
(ii)
|
a reduction of any amount due and payable under this Third Amended and Restated Agreement,
|
|
10.2
|
Exceptions
|
|
11.
|
TAX GROSS-UP AND INDEMNITY
|
|
11.1
|
No deduction
|
|
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 Third Amended and Restated 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.
|
|
11.3
|
Exemptions
|
|
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 Third Amended and Restated Agreement to another Affiliate.
|
|
(b)
|
Paragraph (a) above does not in any way limit the obligations of the Borrower under this Third Amended and Restated 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
|
|
(a)
|
the occurrence of any Event of Default; or
|
|
(b)
|
the enforcement of, or the preservation of any rights under, this Third Amended and Restated Agreement.
|
|
14.
|
REPRESENTATIONS
|
|
14.1
|
Due Incorporation
|
|
(a)
|
is a duly formed limited partnership validly existing under the law of its jurisdiction of incorporation; and
|
|
(b)
|
has the power to own its assets and carry on its business as it is being conducted.
|
|
14.2
|
Binding obligations
|
|
14.3
|
Non-conflict with other obligations
|
|
(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
|
|
14.5
|
Validity and admissibility in evidence
|
|
(a)
|
to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Third Amended and Restated Agreement to which it is a party; and
|
|
(b)
|
to make this Third Amended and Restated Agreement admissible in evidence in its jurisdiction of incorporation,
|
|
14.6
|
Deduction of Tax
|
|
14.7
|
No filing or stamp taxes
|
|
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
|
|
14.10
|
No proceedings pending or threatened
|
|
14.11
|
Authorisations
|
|
14.12
|
No Misleading Information
|
|
(a)
|
Any factual information provided by the Borrower to the Lender in connection with this Third Amended and Restated 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 Third Amended and Restated 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
|
|
14.14
|
Repetition
|
|
15.
|
GENERAL COVENANTS
|
|
15.1
|
Authorisations
|
|
(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,
|
|
15.2
|
Compliance with laws
|
|
15.3
|
Negative pledge
|
|
15.4
|
Pari Passu Ranking
|
|
15.5
|
No additional indebtedness
|
|
16.
|
EVENTS OF DEFAULT
|
|
16.1
|
Non-payment
|
|
(a)
|
an administrative or technical error; or
|
|
16.2
|
Breach of Covenant
|
|
16.3
|
Misrepresentation
|
|
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)
|
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 16.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 16.4(a) to 16.4(d) 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.
|
|
16.6
|
Insolvency proceedings
|
|
(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 of its assets; or
|
|
(d)
|
enforcement of any Security over any assets of the Borrower,
|
|
16.7
|
Creditors' process
|
|
16.8
|
Unlawfulness and Invalidity
|
|
(a)
|
It is or becomes unlawful for the Borrower to perform any of its material obligations under this Third Amended and Restated Agreement.
|
|
(b)
|
Any obligation(s) of the Borrower under this Third Amended and Restated 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 Third Amended and Restated Agreement.
|
|
(c)
|
This Third Amended and Restated Agreement ceases to be in full force and effect or is alleged by either party to be ineffective.
|
|
16.9
|
Repudiation
|
|
16.10
|
Acceleration
|
|
(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 Third Amended and Restated Agreement be immediately due and payable, whereupon they shall become immediately due and payable.
|
|
17.
|
TERMINATION EVENT
|
|
18.
|
CHANGES TO THE LENDER
|
|
19.
|
CHANGES TO THE BORROWER
|
|
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 Third Amended and Restated Agreement, the Borrower shall make the same available to the Lender (unless a contrary indication appears in this Third Amended and Restated 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
|
|
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 Third Amended and Restated 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
|
|
21.
|
SET-OFF
|
|
22.
|
NOTICES
|
|
22.1
|
Communications in writing
|
|
22.2
|
Addresses
|
|
(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:
|
|
i.
|
|
ii.
|
|
22.3
|
Delivery
|
|
22.4
|
English language
|
|
23.
|
CALCULATIONS AND CERTIFICATES
|
|
23.1
|
Accounts
|
|
23.2
|
Certificates and Determinations
|
|
23.3
|
Day count convention
|
|
24.
|
PARTIAL INVALIDITY
|
|
25.
|
REMEDIES AND WAIVERS
|
|
26.
|
AMENDMENTS
|
|
27.
|
COUNTERPARTS
|
|
28.
|
GOVERNING LAW
|
|
29.
|
EFFECTIVE DATE
|
|
Signed by
SHELL MIDSTREAM PARTNERS, L.P
C/O Shell Midstream Partners GP LLC
150 N. Dairy Ashford
Houston, Texas 77079
Facsimile: 832 337 3525
Attention: Treasurer
By: SHELL MIDSTREAM PARTNERS GP LLC
Its General partner
By:
/s/ Shawn Carsten
Name: Shawn Carsten
Title: Vice President and Chief Financial Officer
|
|
Signed by
SHELL TREASURY CENTER (WEST) INC.
Facsimile: +1 832 337 4331
Attention: Treasurer
By: /s/
Jennifer Betlejewski
Name: Jennifer Betlejewski
Title: Treasurer
|