FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VTTI ENERGY PARTNERS LPLimited Partnership Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VTTI ENERGY PARTNERS LP, dated as of August 6, 2014, is entered into by and between VTTI Energy Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and VTTI MLP PARTNERS B.V., a company incorporated in the Netherlands, as the Organizational Limited 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:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
This Contribution, Conveyance and Assumption Agreement, dated as of August 6, 2014 (this “Agreement”), is by and among VTTI B.V., a company incorporated in the Netherlands (“VTTI”), VTTI MLP Partners B.V., a company incorporated in the Netherlands (the “Selling Unitholder”), VTTI Energy Partners LP, a Marshall Islands limited partnership (the “Partnership”), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the “General Partner”) of the Partnership, VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (“VTTI Holdings”), and VTTI MLP B.V., a company incorporated in the Netherlands (“VTTI Operating”). VTTI, the Selling Unitholder, the Partnership, the General Partner, VTTI Holdings and VTTI Operating may be referred to collectively as the “Parties” or individually as a “Party”. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
OMNIBUS AGREEMENTOmnibus Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of August 6, 2014 (the “Closing Date”), among VTTI B.V., a company incorporated in the Netherlands (“VTTI”), VTTI Energy Partners LP, a Marshall Islands limited partnership (the “Partnership”), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the “General Partner”) of the Partnership, VTTI MLP Partners B.V., a company incorporated in the Netherlands (the “Selling Unitholder”), VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (“VTTI Holdings”), VTTI MLP B.V., a company incorporated in the Netherlands (“VTTI Operating”), and, solely for the purposes of Article V, Vitol Holding B.V., a company incorporated in the Netherlands (“Vitol”), and MISC Berhad, a company incorporated in Malaysia (“MISC”). VTTI, the Partnership, the General Partner, the Selling Unitholder, VTTI Holdings, VTTI Operating, Vitol and MISC may be referred to collectively as
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • England
THIS ADMINISTRATIVE SERVICES AGREEMENT made effective the 6th day of August 2014 (this “Agreement”), by and between VTTI ENERGY PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), VTTI ENERGY PARTNERS GP LLC, a limited liability company duly organized and existing under the laws of the Republic of the Marshall Islands and the general partner (the “General Partner”) of the Partnership, and VTTI MLP HOLDINGS LTD, a company incorporated in the United Kingdom (“VTTI Holdings”), each a “Party” and collectively, the “Parties”.
DATED August 6, 2014 VTTI MLP HOLDINGS LTD and VTTI MLP SERVICES LTD SECONDMENT AGREEMENT Slaughter and May One Bunhill Row London, EC1Y 8YYSecondment Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • England
VTTI B.V. AND ATT TANJUNG BIN SDN. BHD. AND COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. TRADING AS RABOBANK INTERNATIONAL SUBORDINATION AGREEMENTSubordination Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
From: VTTI MLP B.V. (the “Company”) for itself and as Obligors’ Agent for each of the other Obligors party to the Facility Agreement (as defined below) pursuant to clause 2.4 (Obligors’ Agent) of the Facility Agreement To: COÖPERATIEVE CENTRALE...Facility Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
We refer to the EUR 500,000,000 revolving facility agreement dated 26 June 2014 and made between, amongst others, the Company, certain Subsidiaries of the Company as Original Guarantors, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Labuan Branch, BNP Paribas, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, The Hongkong and Shanghai Banking Corporation Limited, ING Bank N.V., Oversea-Chinese Banking Corporation Limited, London Branch, Société Générale and Sumitomo Mitsui Banking Corporation, Singapore Branch as Arrangers, the Agent and the Lenders as defined therein (as may be supplemented, amended, novated and restated from time to time, the “Facility Agreement”).
From: VTTI MLP B.V. (the “Company”) for itself and as Obligors’ Agent for each of the other Obligors party to the Facility Agreement (as defined below) pursuant to clause 2.4 (Obligors’ Agent) of the Facility Agreement To: COÖPERATIEVE CENTRALE...Facility Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
Capitalised terms used but not defined herein shall have those meanings given to them in the Facility Agreement unless otherwise specified herein.
TERM STORAGE AGREEMENTTerm Storage Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
IN WITNESS whereof this Agreement has been duly executed by the Parties on the day and year first above written.Termination Agreement • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractGasoil Storage Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ContractPurchase and Sale Agreement • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
Dated 8 July 2014 ATT TANJUNG BIN SDN BHD as Borrower and VTTI B.V. as Lender US$95,000,000 SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • England
ContractTerm Storage Contract • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ContractStorage Contract • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractSecond Amendment Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ContractAmendment Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Amendment III to the TERM STORAGE CONTRACTTerm Storage Contract • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
FIRST AMENDMENT OF THE ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 28th, 2017 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
THIS FIRST AMENDEMENT, dated 12 January 2017 ( “First Amendment”), of the ADMINISTRATIVE SERVICES AGREEMENT DATED 6 AUGUST 2014 made effective the day of January 2017 (the “Administrative Services Agreement”) is by and between VTTI ENERGY PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), VTTI ENERGY PARTNERS GP LLC, a limited liability company duly organized and existing under the laws of the Republic of the Marshall Islands and the general partner (the “General Partner”) of the Partnership, and VTTI MLP HOLDINGS LTD, a company incorporated in the United Kingdom (“VTTI Holdings”), each a “Party” and collectively, the “Parties”. Capitalized terms used herein and not defined shall have the definitions set forth in the Administrative Services Agreement.
Dated 8 July 2014 ATT TANJUNG BIN SDN BHD as the Project Company VTTI B.V. as the Shareholder and VTTI MLP B.V. SHAREHOLDER SUPPORT UNDERTAKING RELATING TO THE PHASE 2 PROJECTShareholder Support Undertaking • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • England
THIS FIRST AMENDMENT AGREEMENT (the Amendment Agreement) is made on 15 September 2010 BETWEEN:Storage Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractStorage and Handling Contract • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractTerm Storage Agreement • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Amendment Agreement No. 2 to the Term Storage Contract No. 2010-04 dated 15-08-2010 Between Antwerp Terminal and Processing Company N.V. And Vitol SAAmendment Agreement No. 2 to the Term Storage Contract • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractGasoil Storage Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
HN\1299952.4 1. As of the date hereof, Vitol has executed and delivered the terminaling services agreements listed on Schedule A hereto. 2. In consideration of the execution and delivery of the terminaling services agreements listed on Schedule A...Omnibus Agreement • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractTerminalling Services Contract • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
EUR500,000,000 FACILITY AGREEMENT DATED 26 JUNE 2014 FOR VTTI MLP B.V. AS THE COMPANY ARRANGED BY THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LABUAN BRANCH BNP PARIBAS COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS RABOBANK INTERNATIONAL...Facility Agreement • July 14th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
Amendment Agreement No. 1 to the Term Storage Contract No. 2010-01 dated 17-09-2010 Between Antwerp Terminal and Processing Company N.V. And Vitol SAAmendment Agreement to the Term Storage Contract • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
THIS Amendment Agreement to the Term Storage Contract No. 2010-04 dated ###-##-#### (‘‘TSC”) is made on this 2nd day of July 2014 betweenTerm Storage Contract • July 3rd, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractAmendment Agreement • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. HN\1521043.1 THIS AMENDMENT AGREEMENT NO. 3 is made...Amendment Agreement No. 3 to the Term Storage Contract • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractStorage Contract • April 29th, 2016 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
Between VTTI MLP B.V. as the Company and THE COMPANIES LISTED IN SCHEDULE 1 as the Guarantors and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS RABOBANK INTERNATIONAL as the Agent GUARANTEE CONFIRMATION DEED (ACCORDION INCREASE TO...Guarantee Confirmation Deed • April 30th, 2015 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
ContractGasoil Storage Agreement • May 29th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
