FORM OF MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • March 30th, 2011 • Golar LNG Partners LP
THIS AGREEMENT made effective the [ ] day of [ ] 2011 (the “Agreement”), by and between GOLAR LNG PARTNERS LP, a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda (“GLP”) and GOLAR MANAGEMENT LIMITED, a company duly organized and existing under the laws of the United Kingdom with its registered office at 30 Marsh Wall, London E14 9TP, United Kingdom (“GML”).
OPERATION AND SERVICES AGREEMENT between PETRÓLEO BRASILEIRO S.A. as Customer and GOLAR SERVIÇOS DE OPERAÇÃO DE EMBARCAÇÕES LIMITADA as Contractor mv Golar Spirit Dated: 4th September 2007Operation and Services Agreement • March 30th, 2011 • Golar LNG Partners LP • England and Wales
This Operation and Services Agreement (this “Agreement”), executed the 4th day of September 2007 by and between Petróleo Brasileiro S.A. of Av. Aimirante Barroso, 81 — 33rd Floor, 20031-004, Rio de Janeiro, RJ, Brazil, (“Customer”) and Golar Serviços de Operação de Embarcações Limitada with its registered office at c/o Domingues e Pinho Contadores, Avenida Rio Branco, 311 - 4º andar, Centro - Rio de Janeiro — RJ, Brasil, CEP 20.040-903, (the “Contractor”).
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • March 30th, 2011 • Golar LNG Partners LP • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”) is entered into as of [ ], 2011, among Golar LNG Limited, a Bermuda exempted company (“Golar”), Golar GP LLC, a Marshall Islands limited liability company (the “General Partner”), Golar LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Golar LNG Holding Co., a Marshall Islands corporation (“LNG Holdings”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (“Operating LLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
FORM OF LOAN AGREEMENTAgreement • March 30th, 2011 • Golar LNG Partners LP
OMNIBUS AGREEMENT AMONG GOLAR LNG LIMITED GOLAR LNG ENERGY LIMITED GOLAR LNG PARTNERS LP GOLAR GP LLC AND GOLAR PARTNERS OPERATING LLCOmnibus Agreement • March 30th, 2011 • Golar LNG Partners LP
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Golar LNG Limited, a limited company organized under the laws of Bermuda (“Golar LNG”), Golar LNG Energy Limited, a limited company organized under the laws of Bermuda (“Golar Energy”). Golar LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Golar GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company”).
TIME CHARTER PARTY between PETRÓLEO BRASILEIRO S.A. as Charterer and GOLAR WINTER UK LIMITED as Owner mv Golar Winter Dated: 4th September 2007Time Charter Party • March 30th, 2011 • Golar LNG Partners LP • England and Wales
This Time Charter Party (this “Charter”), executed the 4th day of September 2007 by and between Golar Winter UK Limited a company duly incorporated in England (Company number 05073292) and with its registered office at 30 Marsh Wall, London E14 9TP, (the “Owner”) and Petróleo Brasileiro S.A., a company duly incorporated in Brazil and with its registered office at Av. Almirante Barroso, 81-33rd floor 20031-004, Rio de Janeiro, RJ, Brazil, (the “Charterer”).
DATED 4th September 2007 BRASPETRO OIL SERVICES COMPANY - BRASOIL as Option Holder and GOLAR WINTER UK LTD. as Sub-Lessee and GOLAR LNG 2220 CORPORATION as Lessee and LLOYDS TSB MARITIME LEASING (NO. 13) LIMITED as Owner and GOLAR LNG LIMITED as...Option Agreement • March 30th, 2011 • Golar LNG Partners LP • England and Wales
Option Holder, Lessee, Sub-Lessee, Owner and Lessee Parent are herein each individually referred to as a “Party” and collectively referred to as the “Parties”.
MANAGEMENT AGREEMENTManagement Agreement • March 30th, 2011 • Golar LNG Partners LP
DATED December 22, 2010Option Agreement • March 30th, 2011 • Golar LNG Partners LP • England and Wales
Option Holder, Lessee, Owner, Lessee Parent, Security Agent and Second Mortgagee are herein each individually referred to as a “Party” and collectively referred to as the “Parties”.
Limited Liability Company Agreement of Golar GP LLC A Marshall Islands Limited Liability CompanyLimited Liability Company Agreement • March 30th, 2011 • Golar LNG Partners LP • Marshall Islands
This Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the 24th day of September, 2007, by GOLAR LNG LIMITED, a Bermuda exempted company (“Golar”).
GOLAR LNG PARTNERS LP [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2011 • Golar LNG Partners LP • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Golar LNG Limited, Golar LNG Partners LP (the “Partnership”), Golar GP LLC (the “General Partner”) and Golar Partners Operating LLC, and each of you as representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (the “Common Units”).
