The open season memorandum, with details about Shell's proposed Falcon Ethane Pipeline Project to feed ethane from the Marcellus/Utica region to the Shell cracker plant that is scheduled to be built in Beaver County, PA (near Pittsburgh).

1. Falcon Ethane Pipeline Project 1
Information Memorandum
&
Binding Open Season Notice
For
Falcon Ethane Pipeline Project
By
Shell Pipeline Company LP
10/17/2016

2. Falcon Ethane Pipeline Project 2
DISCLAIMER
This Information Memorandum and Binding Open Season Notice (the "Information
Memorandum”) has been prepared by Shell Pipeline Company LP (“SPLC”) in connection with its
proposed construction of a new pipeline system (“Falcon”) to transport purity ethane from supply
points in Ohio and Pennsylvania to a delivery point located near Monaca, Pennsylvania. This
Information Memorandum should not be taken as any form of commitment on the part of SPLC to
proceed with Falcon or any other transaction. This Information Memorandum is not intended to
form the basis of an investment decision by a potential shipper and should not be considered as a
recommendation by SPLC or any other Shell company or any other person in relation to the
potential Falcon project, SPLC or any other Shell company. To the extent that any description of
the parties’ rights or obligations in this Information Memorandum vary from those in the TSA, the
TSA alone controls the rights and obligations of the parties, and the description in this document
will have no force or effect in construing those TSA rights.
In furnishing this document, none of the Shell companies nor any of their respective representatives
is obligated to provide the recipients with access to any additional information or to update this
document or any additional information or to correct any inaccuracies herein or therein which may
become apparent. Nevertheless, SPLC reserves the right to amend or replace this Information
Memorandum at any time, and the information contained in this Information Memorandum is
subject to change or amendment without notice.
The description of agreements and other documents contained in this Information
Memorandum, if any, are summaries only, and such summaries are qualified in their entirety
by reference to the complete text of such agreements and other documents.
Recipients of this Information Memorandum should be aware of the following:
 SPLC may at any time conduct discussions and negotiations with any number of prospective
shippers and on any terms with any prospective shippers as it and they consider appropriate,
including different terms for different prospective shippers. Any changes to the terms of
this Information Memorandum will be reflected on the Open Season webpage accessed via
the following link from SPLC’s website www.shell.us/pipeline without prior notice, and
interested parties are solely responsible for following such changes without further notice
from SPLC.
 Negotiations may be withdrawn and discontinued with respect to any or all prospective
shippers at any time and any or all proposals or offers may be rejected at any time without
any obligation or liability by SPLC or any other Shell company.

3. Falcon Ethane Pipeline Project 3
In each case described above, SPLC may act in its sole and absolute discretion without giving any
reason and without any liability or obligation of any kind.
In no circumstances shall SPLC or any other Shell company or any of their respective directors,
officers, employees, agents, attorneys, advisers or representatives be responsible for any costs or
expenses incurred by any recipient or for any other liability, howsoever arising, incurred by any
recipient, in connection with their investigation or evaluation of the Falcon project.
EXECUTIVE SUMMARY
THE FALCON ETHANE PIPELINE PROJECT PROPOSAL
SPLC1
requests shipper commitment for capacity on the new Falcon pipeline system. The Falcon
project contemplates construction of a new 94-mile common carrier ethane pipeline, originating at
three ethane supply points (Houston, Scio & Cadiz) in the States of Ohio and Pennsylvania to a
petrochemical plant in Monaca, Pennsylvania.
The location of the pipeline will be in a key area as more than 70 percent of the North American
polyethylene market sits within a 700-mile radius of Pittsburgh. SPLC’s Falcon project would
allow enhanced access to growing domestic Appalachia production, in the rich gas portions of the
Marcellus and Utica shale reservoirs of NGL processing and fractionation plants.
Falcon’s initial pipeline capacity is expected to be 107,000 barrels per day of ethane. If shipper
demand in this Open Season exceeds the initial offered capacity, SPLC intends, but shall not be
obligated to, expand the capacity sufficiently to accommodate committed volumes, plus at least
10% for spot shipments.
SPLC estimates that the Falcon project could be completed and commissioned in early 2020.
SCOPE AND FORM OF SOLICITATIONS OF INTEREST
SPLC is requesting binding capacity commitments from interested parties in the prospective Falcon
project. Such commitments will be evidenced by a Transportation Service Agreement (“TSA”), the
form of which will be delivered upon request to SPLC to interested parties who sign a
confidentiality agreement, which is available on SPLC’s website. Interested parties should submit
their binding commitments by completing and executing a TSA and sending it to SPLC by no later
than Nov 18, 2016 at 5:00 PM CST.
1
Shell Pipeline Company LP is an indirect wholly-owned subsidiary of Shell Oil Company, and an affiliate of Royal Dutch Shell plc.

4. Falcon Ethane Pipeline Project 4
SPLC has the sole and exclusive right to determine whether to proceed with the Falcon project,
however, it will notify prospective shippers within 60 days of the close of the Open Season of its
decision to either terminate the Falcon project or go forward with construction.
PROPOSED FALCON PIPELINE PROJECT FROM CADIZ, SCIO & HOUSTON TO MONACA, WITH
POSSIBLE CONNECTIONS AND MAJOR DELIVERY POINTS
SCIO (UEO)
Monaca
HOUSTON (MarkWest)
Mariner West pipeline
ATEX pipeline
To USGC
Falcon Pipeline
(Proposed)
Cadiz
(MarkWest)
Other pipelines
To Sarnia
Mariner East pipeline
To Marcus Hook
Utopia pipeline (KM)
To Ontario via Ohio

5. Falcon Ethane Pipeline Project 5
Committed Terms, Volumes and Rates” to the effect that “Actual rates will be included in the TSA
form available after execution and return of a Confidentiality Agreement.
Any Shipper that commits to 85,000 or more barrels per day for a term of at least 15 years will be
an “Anchor Shipper” with certain additional rights as discussed in this Information Statement and
as specified in the TSA.
KEY TERMS
FOR PROPOSED TRANSPORTATION SERVICES AGREEMENT
Should SPLC proceed with the Falcon project, some of the principal terms to be contained in the
TSA are set forth below and should be taken into account in all binding commitments.
Inclusion of Committed Volumes to Proration Policy: The terms of the Tariff shall provide that a
tender of Ethane by Shipper not exceeding Shipper’s Committed Volume shall not be subject to
prorationing to accommodate nominations of Uncommitted Volumes from any Shipper
Shipper Point Specific Capacity Rights: Shippers will have the right to designate specific Origin
Point capacity rights (each, a "Point Specific Capacity" and collectively the "Point Specific
Capacities") in a total amount equal to 100% of their Committed Volume, or, in the case of Anchor
Shippers, 140% of their Committed Volume.
Extension Term: The Committed Term of any TSA between an Anchor Shipper and Carrier shall
automatically be extended by up to two additional five-year terms (each an "Extension Term")
unless the Anchor Shipper provides written notice of election to Carrier not to proceed with any

6. Falcon Ethane Pipeline Project 6
such Extension Term, such notice to be given no later than one (1) year prior to the expiration of the
Committed Term, or any subsequent Extension Term. If the Anchor Shipper provides written notice
of election not to proceed with any such Extension Term, the TSA of such Anchor Shipper shall
terminate at the end of the then current Term. The Committed Rate in effect at the end of the
Committed Term and any Extension Term shall apply to any subsequent Extension Term upon
renewal, subject to annual adjustment by the FERC Index as set forth in Schedule A to the TSA.
The Committed Term of any TSA between a Committed Shipper and Carrier will be extended by
up to two additional five-year terms (each an "Extension Term") if the Committed Shipper provides
to Carrier written notice of election to proceed with any such Extension Term, such notice to be
given no later than one (1) year prior to the expiration of the Committed Term, or any subsequent
Extension Term. If the Committed Shipper fails to provide written notice of election to proceed
with any such Extension Term, the TSA shall terminate at the end of the then current Term. The
Committed Rate in effect at the end of the Committed Term and any Extension Term shall apply to
any subsequent Extension Term upon renewal, subject to the right, but not the obligation, of Carrier
to annually adjust rate by the FERC Index.
Uncommitted Tariff Rates: Carrier plans to file an initial Uncommitted Rate to be determined, but
in no event greater than $0.01 per barrel less than the Committed Rate for the same volume tier;
however, the Uncommitted Rate is subject to FERC's rate standards and procedures, including the
right, but not the obligation, of Carrier to increase the Uncommitted Rate when permitted by the
annual FERC Index adjustment described above.
Application of Volume Commitment to Specific Origin Points: The Committed Volume shipped
in a given month on any segment of the Pipeline cannot exceed 90% of the total capacity of the
segment. If two or more Committed Shippers nominate on a given segment and their combined
nominations exceed 90% of the capacity of that segment, the capacity will first be awarded to the
Committed Shipper whose commitment has the highest Net Present Value (“NPV”), if any capacity
is still available after such award it shall be awarded to the Committed Shipper with next highest
NPV commitment, and so on until all available capacity has been awarded. NPV shall be
determined by the Term and applicable Tariff Rate committed to by the Committed Shippers.
If Shipper demand in this Open Season exceeds the initial offered capacity, SPLC intends, but shall
not be obligated to, expand the capacity sufficiently to accommodate all committed volumes, plus at
least 10% for spot shipments. If potential Committed Shippers submit executed TSAs requesting
committed volumes that exceed 90% of the capacity (as expanded, if applicable) of the Falcon
pipeline, committed volumes will be awarded to potential Committed Shippers based upon the net
present value (“NPV”) of the TSAs submitted, determined by the term and the applicable rates
requested by each potential Committed Shipper. Capacity will be awarded beginning with the TSA
that represents the highest NPV, and continuing thereafter with each successively lower NPV TSA
until all available capacity has been awarded.
For purposes of calculating the NPVs of the requested committed volumes, SPLC will use an
annual discount rate of 7%.

7. Falcon Ethane Pipeline Project 7
Anchor Shipper Option to Increase its Point Specific Capacity: In addition, an Anchor Shipper
shall have the option, at any time and from time to time, to increase its Point Specific Capacity at
the combined Scio Origin Point and Cadiz Origin Point on the terms specified in the TSA
Committed Rates: The rates applicable to Committed Volumes are those specified in Schedule A
of the TSA, and Committed Shippers will agree to pay and support such rates in accordance with
the terms of the TSA.
FERC Indexing: The indexing of rates which are specified in respect to Anchor Shippers and non-
anchor shippers are specified in Schedule A of the TSA
Binding TSA Submissions: SPLC is soliciting interested parties to participate in the above
described Falcon project Binding Open Season. Interested companies must submit an executed
TSA, including a completed Schedule A, by not later than November 18, 2016 at 5:00 PM CST.
TSAs must be executed by a duly authorized representative of the submitting company.
Executed TSAs should be timely submitted in a sealed envelope, clearly marked “Confidential”, to:
Mr. Sean Guillory
Business Opportunity Manager
Shell Pipeline Company LP
One Shell Plaza 42080C
910 Louisiana St.
Houston, Texas 77002
Any questions should be directed to Mr. Guillory at:
Office: 713.241.1840
Fax: 281.513.4355
Email: sean.guillory@shell.com
All submitted TSAs will be non-revocable.
SPLC may in its sole discretion, but is not required to, reject any executed TSA in which
Schedule A is incomplete or inconsistent with the terms and conditions outlined in this
Information Memorandum or the TSA, or any executed TSA that contains any modifications
or additions whatsoever. SPLC will not accept any TSA which is submitted after the close of
the Open Season.