FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GOLAR LNG PARTNERS LPGolar LNG Partners LP • April 27th, 2012 • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GOLAR LNG PARTNERS LP, dated as of April 13, 2011, is entered into by and between Golar GP LLC, a Marshall Islands limited liability company, as the General Partner, Golar LNG Limited, a Bermuda exempted company as the Organizational Limited Partner, and Golar LNG Energy Limited, a Bermuda exempted company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
FIRST AMENDED AND RESTATED MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation
THIS AGREEMENT made effective as of the 1st day of July 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 Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 (“GLP”), and GOLAR MANAGEMENT LTD, a company duly organized and existing under the laws of the United Kingdom with its registered office at 13th Floor, One America Square, 17 Crosswall, London EC3N 2LB, United Kingdom (“GML”).
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”) is entered into as of April 5, 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.”
LOAN AGREEMENTAgreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation
OMNIBUS AGREEMENT AMONG GOLAR LNG LIMITED GOLAR LNG ENERGY LIMITED GOLAR LNG PARTNERS LP GOLAR GP LLC AND GOLAR PARTNERS OPERATING LLCOmnibus Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation
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”).
AMENDMENT NO. 1 TO OMNIBUS AGREEMENTOmnibus Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation • New York
THIS AMENDMENT NO. 1, dated as of October 5, 2011 (this “Amendment”) to the Omnibus Agreement, dated as of April 13, 2011 (the “Omnibus Agreement”), is adopted, executed and agreed to by and effective as of October , 2011, 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 (the “General Partner”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company” and, together with Golar LNG, Golar Energy, the MLP and the General Partner, the “Parties”).
LOAN AGREEMENTAgreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation
PURCHASE, SALE AND CONTRIBUTION AGREEMENT DATED OCTOBER 5, 2011 BETWEEN GOLAR LNG LIMITED, GOLAR LNG PARTNERS LP AND GOLAR PARTNERS OPERATING LLCPurchase, Sale and Contribution Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation • New York
PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Agreement”), dated as of October 5, 2011, by and between GOLAR LNG LIMITED, a Bermuda exempted company (the “Seller”), GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership (the “Buyer”), and GOLAR PARTNERS OPERATING LLC, a Marshall Islands limited liability company (the “OLLC”), each a “Party” and collectively, the “Parties.”
