Form of CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • June 19th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
This Contribution, Conveyance and Assumption Agreement, dated as of , 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.
Form of OMNIBUS AGREEMENTOmnibus Agreement • June 19th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of , 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 the “Par
Form of ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • June 19th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals
THIS ADMINISTRATIVE SERVICES AGREEMENT made effective the day of 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 2014 VTTI MLP HOLDINGS LTD and VTTI MLP SERVICES LTD Form of SECONDMENT AGREEMENTSecondment Agreement • June 19th, 2014 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • England
