THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GOLAR LNG PARTNERS LPLimited Partnership Agreement • October 31st, 2017 • Golar LNG Partners LP • Water transportation • Marshall Islands
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GOLAR LNG PARTNERS LP, dated as of October 31, 2017, is entered into by and between Golar GP LLC, a Marshall Islands limited liability company, as the General Partner, 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:
BOND AGREEMENT between Golar LNG Partners LP (Issuer) and Nordic Trustee ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Golar LNG Partners LP Senior Unsecured Bond Issue 2017/2021Bond Agreement • May 1st, 2017 • Golar LNG Partners LP • Water transportation
BOND AGREEMENT between Golar LNG Partners LP (Issuer) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Golar LNG Partners LP Senior Unsecured Bond Issue 2012/2017Bond Agreement • November 6th, 2012 • Golar LNG Partners LP • Water transportation
GOLAR LNG PARTNERS LP 5,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2012 • Golar LNG Partners LP • Water transportation • New York
Golar LNG Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 5,500,000 common units (the “Firm Units”) of the Partnership, each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 825,000 additional Common Units (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3, which were filed under the Exchange Act on or before the Effective Dat
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • May 1st, 2017 • Golar LNG Partners LP • Water transportation
THIS AGREEMENT made effective as of the 1st day of April 2016 (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”).
Watson, Farley & Williams London Dated 27 February 2008 GOLAR LNG 2234 CORPORATION as Borrower - and - GOLAR LNG LIMITED as Guarantor THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - FOKUS BANK (being the Norwegian Branch...Amending and Restating Agreement • April 30th, 2015 • Golar LNG Partners LP • Water transportation
UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2017 • Golar LNG Partners LP • Water transportation • New York
Securities Offered: 8.75% Series A Cumulative Redeemable Rate Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GOLAR HILLI LLC A Marshall Islands Limited Liability Company Dated as of July 12, 2018Limited Liability Company Agreement • March 29th, 2019 • Golar LNG Partners LP • Water transportation • Marshall Islands
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Golar Hilli LLC, a Marshall Islands limited liability company (the “Company”), is made and entered into effective as of the 12th day of July, 2018, by and among Golar LNG Limited, a Bermuda exempted company (“Golar LNG”), Golar Partners Operating LLC, a Marshall Islands limited liability company “Golar Partners”), KS Investments Pte. Ltd., a Singapore private limited company (“Keppel”), and Black & Veatch International Company, a Missouri corporation (“B&V”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 5th, 2013 • Golar LNG Partners LP • Water transportation • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of January 30, 2013, between GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership (“Seller”), and GOLAR LNG LIMITED, a Bermuda exempted company (“Buyer”).
PURCHASE AND SALE AGREEMENT DATED FEBRUARY 10, 2016 BETWEEN GOLAR LNG LIMITED AND GOLAR PARTNERS OPERATING LLCPurchase and Sale Agreement • February 12th, 2016 • Golar LNG Partners LP • Water transportation • New York
PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of February 10, 2016, by and between GOLAR LNG LIMITED, a Bermuda exempted company (“Seller”), and GOLAR PARTNERS OPERATING LLC, a Marshall Islands limited liability company (“Buyer”), each a “Party” and collectively, the “Parties.”
TRANSFER AGREEMENTTransfer Agreement • January 19th, 2021 • Golar LNG Partners LP • Water transportation • Delaware
THIS TRANSFER AGREEMENT (“Agreement”), dated as of January 13, 2021, by and among Golar LNG Limited, a Bermuda exempted company (“Seller”), Golar GP LLC, a Marshall Islands limited liability company (the “Company”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales, United Kingdom (“Purchaser”).
AGREEMENT AND PLAN OF MERGER By and Among GOLAR LNG PARTNERS LP, GOLAR GP LLC, NEW FORTRESS ENERGY INC., LOBOS ACQUISITION LLC and NFE INTERNATIONAL HOLDINGS LIMITED Dated as of January 13, 2021Merger Agreement • January 19th, 2021 • Golar LNG Partners LP • Water transportation • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 13, 2021, is by and among Golar LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Golar GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), New Fortress Energy Inc., a Delaware corporation (“Parent”), Lobos Acquisition LLC, a Marshall Islands limited liability company and an indirect Subsidiary of Parent (“Merger Sub”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales, United Kingdom, and an indirect Subsidiary of Parent (“GP Buyer”). Certain capitalized terms used in this Agreement are defined in Section 8.13.
SUPPORT AGREEMENTSupport Agreement • January 19th, 2021 • Golar LNG Partners LP • Water transportation • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2021, by and among Golar LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Golar LNG Limited, a Bermuda exempted company, and Golar GP LLC, a Marshall Islands limited liability company (each, a “Unitholder” and collectively, the “Unitholders”), and New Fortress Energy Inc., a Delaware corporation (“Parent”).
Amendment Agreement to the Bond Agreement between Golar LNG Partners LP and Nordic Trustee AS on behalf of the bondholders in the bond issue identified as FRN Golar LNG Partners LP senior unsecured USD 150,000,000 bonds 2015/2020Amendment Agreement • June 3rd, 2020 • Golar LNG Partners LP • Water transportation
(1)Golar LNG Partners LP (a limited partnership company existing under the laws of Marshall Islands with registration number 950020 and LEI-code 213800RHYQNJR5AC9P81) as issuer (the “Issuer”); and
CONFIDENTIAL Dated 12 July 2018 GOLAR LNG LIMITEDGOLAR LNG PARTNERS LPandFORTUNE LIANJIANG SHIPPING S.A. Deed of Amendment, restatement and accession relating to a Guarantee dated 9 September 2015Guarantee • March 29th, 2019 • Golar LNG Partners LP • Water transportation
SECTION 1. PURCHASE, SALE AND CONTRIBUTION AGREEMENT DATED NOVEMBER 1, 2012 AMONG GOLAR LNG LIMITED, GOLAR LNG PARTNERS LP, GOLAR LNG ENERGY LIMITED, GOLAR CHARTERING LTD AND GOLAR PARTNERS OPERATING LLCPurchase and Sale Agreement • November 6th, 2012 • Golar LNG Partners LP • Water transportation • New York
PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Agreement”), dated as of November 1, 2012, by and among GOLAR LNG LIMITED, a Bermuda exempted company (“Golar”), GOLAR LNG ENERGY LIMITED, a Bermuda exempted company (“Golar Energy”), GOLAR CHARTERING LTD, a company incorporated under the laws of England and Wales (registered number 04871295) (“Chartering Ltd” and, together with Golar Energy, the “Sellers”), GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership (the “Buyer”), and GOLAR PARTNERS OPERATING LLC, a Marshall Islands limited liability company (“OLLC”), each a “Party” and collectively, the “Parties.”
Confidential Execution Version Dated 9 September 2015 GOLAR HILLI CORPORATIONas Seller FORTUNE LIANJIANG SHIPPING S.A.as Buyer Memorandum of AgreementMemorandum of Agreement • March 29th, 2019 • Golar LNG Partners LP • Water transportation
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 • 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 AGREEMENTLoan Agreement • April 27th, 2012 • Golar LNG Partners LP • Water transportation
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”.
PURCHASE AND SALE AGREEMENT DATED AUGUST 15, 2017 AMONG GOLAR LNG LIMITED KS INVESTMENTS PTE. LTD. BLACK & VEATCH INTERNATIONAL COMPANY AND GOLAR PARTNERS OPERATING LLCPurchase and Sale Agreement • September 13th, 2017 • Golar LNG Partners LP • Water transportation • New York
SUPPLEMENTAL AGREEMENTSupplemental Agreement • December 8th, 2014 • Golar LNG Partners LP • Water transportation
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 16th, 2018 • Golar LNG Partners LP • Water transportation • New York
This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of March 23, 2018, by and among Golar LNG Limited, a Bermuda exempted company (“Golar”), KS Investments Pte. Ltd., a Singapore registered company (“Keppel”), and Black & Veatch International Company, a Missouri corporation (“B&V” and, together with Golar and Keppel, the “Sellers”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (“Buyer”), each a “Party” and collectively, the “Parties.”
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”).
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”).
BOND AGREEMENT between Golar LNG Partners LP (Issuer) and Nordic Trustee ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Golar LNG Partners LP Senior Unsecured Bond Issue 2015/2020Bond Agreement • May 26th, 2015 • Golar LNG Partners LP • Water transportation
between GOLAR GRAND CORPORATION and GOLAR TRADING CORPORATIONLNG Time Charter Party • July 7th, 2015 • Golar LNG Partners LP • Water transportation
Supplemental Deed relating to the US$20,000,000 Revolving Credit Facility (RCF) dated 11 April 2011 THIS AGREEMENT is made on April 2015Supplemental Deed • April 30th, 2015 • Golar LNG Partners LP • Water transportation • Marshall Islands
COOPERATION AGREEMENT Between HYGO ENERGY TRANSITION LTD. And GOLAR LNG PARTNERS LPCooperation Agreement • September 8th, 2020 • Golar LNG Partners LP • Water transportation • London
Unit Option Award AgreementUnit Option Award Agreement • July 12th, 2016 • Golar LNG Partners LP • Water transportation
The Board of Directors (“Board”) of Golar LNG Partners L.P. (the “Partnership”) has approved a grant of Options under the Golar LNG Partners L.P. Long Term Incentive Plan (“Plan”), a copy of which is attached herewith. The Board is pleased to advise you that an Option to acquire up to a maximum of [ ] Units of the Partnership (the “Option Units” and each, an “Option Unit”) has been granted to you under the terms of the Plan and subject to the following specific terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan.
SIDE LETTER TO THE COMMON TERMS AGREEMENT DATED 19 NOVEMBER 2015 IN RESPECT OF FINANCING FOR “GOLAR TUNDRA” TO GOLAR LNG NB13 CORPORATION (THE “LETTER”)Common Terms Agreement • October 3rd, 2016 • Golar LNG Partners LP • Water transportation
We refer to the Common Terms Agreement. Terms defined in the Common Terms Agreement have the same meaning when used in this Letter.
PURCHASE, SALE AND CONTRIBUTION AGREEMENT DATED DECEMBER 5, 2013 AMONG GOLAR LNG LIMITED, GOLAR LNG PARTNERS LP, AND GOLAR PARTNERS OPERATING LLCPurchase, Sale and Contribution Agreement • December 10th, 2013 • Golar LNG Partners LP • Water transportation • New York
PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Agreement”), dated as of December 5, 2013, by and among GOLAR LNG LIMITED, a Bermuda exempted company (“Seller”), GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership (“Buyer”), and GOLAR PARTNERS OPERATING LLC, a Marshall Islands limited liability company (“OLLC”), each a “Party” and collectively, the “Parties.”
AMENDMENT NO. 2 TO MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • August 14th, 2020 • Golar LNG Partners LP • Water transportation
THIS AMENDMENT NO. 2 (this “Amendment”) to the Management and Administrative Services Agreement, effective as of April 1, 2016 (as amended by an amendment No. 1 on March 19, 2018, the “MSA”), is made and entered into effective as of May 1, 2020 (the “Effective Date”), 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 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom (“GML” and, together with GLP, the “Parties”).
GOLAR LNG PARTNERS LP 3,900,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2013 • Golar LNG Partners LP • Water transportation • New York
