FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NAVIOS MARITIME MIDSTREAM PARTNERS L.P.Navios Maritime Midstream Partners LP • August 2nd, 2018 • Deep sea foreign transportation of freight • Marshall Islands
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NAVIOS MARITIME MIDSTREAM PARTNERS L.P., dated as of July [_], 2018, is entered into by and between NAVIOS MARITIME MIDSTREAM PARTNERS GP LLC, a Marshall Islands limited liability company, as the General Partner, and NAVIOS MARITIME ACQUISITION CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands (or any permitted successors and assigns hereunder), as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
CREDIT AGREEMENT dated as of June 18, 2015 among Navios Maritime Midstream Partners L.P. and Navios Maritime Midstream Partners Finance (US) Inc., as the Borrowers, The Several Lenders from Time to Time Party Hereto, JPMorgan Chase Bank, N.A., as...Credit Agreement • June 25th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 18, 2015, among Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (the “Company”), Navios Maritime Midstream Partners Finance (US) Inc., a Delaware corporation and a Wholly Owned Restricted Subsidiary of the Company (the “U.S. Borrower” and, together with the Company, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as Administrative Agent. References here to the “Borrowers” are to the Company and the U.S. Borrower as joint and several borrowers under this Agreement.
DATED 13th November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. as borrower CREDIT SUISSE AG as lender FACILITY AGREEMENT FOR A USD 126,000,000 TERM LOAN FACILITY IN FOUR ADVANCES INCE & CO PIRAEUSNavios Maritime Midstream Partners LP • December 2nd, 2014 • Deep sea foreign transportation of freight • London
AGREEMENT AND PLAN OF MERGER dated as of October 7, 2018 by and among NAVIOS MARITIME ACQUISITION CORPORATION, NMA SUB LLC, NAVIOS MARITIME MIDSTREAM PARTNERS L.P., and NAVIOS MARITIME MIDSTREAM PARTNERS GP LLCAgreement and Plan of Merger • October 9th, 2018 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 7, 2018 (the “Execution Date”), is entered into by and among Navios Maritime Acquisition Corporation, a Republic of the Marshall Islands corporation (“Parent”), NMA Sub LLC, a Republic of the Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Navios Maritime Midstream Partners L.P., a Republic of the Marshall Islands limited partnership (“NAP”), and Navios Maritime Midstream Partners GP LLC, a Republic of the Marshall Islands limited liability company and the general partner of NAP (“NAP General Partner”).
1st AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 27th, 2016 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight
This AMENDMENT TO SHARE PUCHASE AGREEMENT (this “Amendment”), dated as of October 25, 2016 is made by and between AEGEAN SEA MARITIME HOLDINGS INC. (“Aegean Sea”), a wholly owned subsidiary of Navios Maritime Acquisition Corporation and a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (“NAP”), a limited partnership organized under the laws of the Republic of the Marshall Islands, together (the “Parties”) amends the Share Purchase Agreement (the “Agreement”) entered into between the Parties on November 18, 2014. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.
SHARE PURCHASE AGREEMENT between AEGEAN SEA MARITIME HOLDINGS INC. and NAVIOS MARITIME MIDSTREAM PARTNERS L.P.Share Purchase Agreement • October 27th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
FORM OF SECOND CONTRIBUTION AND CONVEYANCE AGREEMENTSecond Contribution and Conveyance Agreement • November 7th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
This SECOND CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of , 2014, is entered into by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“Navios Maritime Acquisition”), Aegean Sea Maritime Holdings Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Navios Maritime Acquisition (“Aegean”), Amindra Navigation Co., a Marshall Islands corporation and wholly-owned subsidiary of Navios Maritime Acquisition (“Amindra” and together with Aegean, the “Sellers”), Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company (“GP LLC”), Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (the “MLP”), and Navios Maritime Midstream Operating LLC, a Marshall Islands limited liability company (the “OLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof.
DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENTBackstop Agreement • March 17th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight
Limited Liability Company Agreement of Navios Maritime Midstream Operating LLC A Marshall Islands Limited Liability CompanyLimited Liability Company Agreement • March 17th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
This Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the 30th day of October, 2014, by NAVIOS MARITIME MIDSTREAM PARTNERS L.P., a Marshall Islands limited partnership (“NMMPLP”).
FORM OF FIRST CONTRIBUTION AND CONVEYANCE AGREEMENTFirst Contribution and Conveyance Agreement • November 7th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
This FIRST CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of , 2014, is entered into by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“Navios Maritime Acquisition”), Aegean Sea Maritime Holdings Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Navios Maritime Acquisition (“Aegean”), Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company (“GP LLC”), Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (the “MLP”); and Navios Maritime Midstream Operating LLC, a Marshall Islands limited liability company (the “OLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof.
DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENTBackstop Agreement • June 25th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight
OPTION AGREEMENTOption Agreement • March 17th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
This OPTION AGREEMENT (the “Agreement”), dated as of November 18, 2014, by and between NAVIOS MARITIME ACQUISITION CORPORATION (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME HOLDINGS INC. (the “Buyer”), a corporation organized under the laws of the Republic of the Marshall Islands.
FORM OF ADMINISTRATIVE SERVICES AGREEMENTForm of Administrative Services Agreement • October 27th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Maritime
THIS AGREEMENT is made effective the day of , 2014 by and between NAVIOS MARITIME MIDSTREAM PARTNERS L.P., 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 (“Navios Maritime Midstream”) and NAVIOS TANKERS MANAGEMENT INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MII96960 (“NTM”).
NAVIOS MARITIME MIDSTREAM PARTNERS L.P. Common Units representing limited partner interests CONTINUOUS OFFERING PROGRAM SALES AGREEMENTTerms Agreement • July 29th, 2016 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • New York
NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (a Marshall Islands limited partnership) [ ] Common Units representing limited partner interests FORM OF UNDERWRITING AGREEMENTPurchase Agreement, Omnibus Agreement • October 31st, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • New York
NAVIOS MARITIME MIDSTREAM PARTNERS L.P., a Marshall Islands limited partnership (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [ ] and [ ] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ ] and [ ] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common units representing limited partner interests in the Partnership (the “Common Units”) set forth in Schedule A hereto and (ii) the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [ ] additional Common Units. The af
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • October 27th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • London
DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENTBackstop Agreement • March 17th, 2015 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight
1st AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 27th, 2016 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Maritime
This AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 17, 2016 is made by and between Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (“NAP”) and Navios Tankers Management Inc., a Marshall Islands corporation (“Tankers Management”, and together with NAP, the “Parties”) and amends the Management Agreement (the “Agreement”) entered into between NAP and Tankers Management on November 18, 2014. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF NAVIOS MARITIME MIDSTREAM PARTNERS GP LLC A MARSHALL ISLANDS LIMITED LIABILITY COMPANYLimited Liability Company Agreement • October 27th, 2014 • Navios Maritime Midstream Partners LP • Deep sea foreign transportation of freight • Marshall Islands
This Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the 13 day of October, 2014, by NAVIOS MARITIME ACQUISITION CORPORATION, a Marshall Islands corporation (or any permitted successors and assigns hereunder) (“Navios Maritime Acquisition”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NAVIOS MARITIME MIDSTREAM PARTNERS L.P.Navios Maritime Midstream Partners LP • March 17th, 2015 • Deep sea foreign transportation of freight
This First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (the “Partnership”), is made by and among each and all of the undersigned persons:
