GOLAR LNG PARTNERS LP

Transcription

1 GOLAR LNG PARTNERS LP FORM 6-K (Report of Foreign Issuer) Filed 07/16/12 for the Period Ending 07/16/12 Telephone CIK Symbol GMLP SIC Code Water transportation Industry Oil & Gas Transportation Services Sector Energy Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2012 Commission File Number Golar LNG Partners LP (Exact name of Registrant as specified in its Charter) Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08, Bermuda (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes No Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes No

3 ITEM 1 INFORMATION CONTAINED IN THIS FORM 6-K REPORT On July 16, 2012, Golar LNG Partners LP (the Partnership ) closed its previously announced offering of 5,500,000 common units representing limited partner interests in the Partnership ( Common Units ) pursuant to an Underwriting Agreement dated July 10, 2012, among the Partnership, the Underwriters named therein and certain other parties. Additionally, the Underwriters exercised their option to purchase an additional 825,000 Common Units in full. Therefore, the total number of Common Units sold to the Underwriters was 6,325,000. The Underwriting Agreement is attached hereto as Exhibit 1.1. Attached as Exhibit 99.1 is a copy of the press release of the Partnership dated July 16, 2012 relating to the closing of the offering. As previously announced, Golar LNG Limited agreed to purchase directly from the Partnership in a private placement 969,305 Common Units at a price of $30.95 per unit pursuant to a Unit Purchase Agreement, dated July 10, The private placement closed on July 16, The Unit Purchase Agreement is attached hereto as Exhibit Also as previously announced, the Partnership has entered into a Purchase, Sale and Contribution Agreement dated July 9, 2012, pursuant to which the Partnership has agreed to purchase from Golar LNG Limited and Golar Energy Limited ownership interests in the subsidiaries that own and operate the Nusantara Regas Satu and the related mooring facilities (the Nusantara Regas Satu Acquisition ), for an aggregate purchase price of $385.0 million. The Purchase, Sale and Contribution Agreement is attached hereto as Exhibit THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-3 (NO ), ORIGINALLY FILED WITH THE SEC ON MAY 2, ITEM 6 EXHIBITS The following exhibits are filed as part of this Report: 1.1 Underwriting Agreement dated July 10, Opinion of Watson, Farley & Williams (New York) LLP. 8.1 Opinion of Vinson & Elkins LLP relating to tax matters. 8.2 Opinion of Watson, Farley & Williams (New York) LLP relating to tax matters Unit Purchase Agreement, dated July 10, Purchase, Sale and Contribution Agreement dated July 9, Press Release dated July 16,

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GOLAR LNG PARTNERS LP Date: July 16, 2012 By: /s/ Graham Robjohns Graham Robjohns Principal Executive Officer 2

5 Exhibit 1.1 EXECUTION VERSION GOLAR LNG PARTNERS LP 5,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT New York, New York July 10, 2012 CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. LLC WELLS FARGO SECURITIES, LLC GOLDMAN, SACHS & CO. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street, 34 th Floor New York, New York Ladies and Gentlemen: 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 Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof. Golar GP LLC, a limited liability company organized under the laws of the Republic of The Marshall Islands (the General Partner ), serves as the sole general partner of the Partnership. Golar Partners Operating LLC, a limited liability company organized under the laws of the Republic of The Marshall Islands (the Operating Company ), is a wholly owned

6 direct subsidiary of the Partnership. The entities set forth on Schedule II hereto are direct or indirect subsidiaries of the Operating Company and are referred to herein collectively as the Operating Subsidiaries. The General Partner, the Partnership and the Operating Company are hereinafter referred to collectively as the Partnership Parties. The General Partner, the Partnership, the Operating Company and the Operating Subsidiaries are hereinafter referred to collectively as the Partnership Entities. This is to confirm the agreement among the Partnership Parties and the Underwriters concerning the purchase of the Units from the Partnership by the Underwriters. 1. Representations and Warranties. Each of the Partnership Parties, jointly and severally, represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. (a) Registration. The Partnership meets the requirements for use of Form F-3 under the Act and has prepared and filed with the Commission a registration statement (File number ) on Form F-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Units. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Units, each of which has previously been furnished to the Representatives. The Partnership will file with the Commission a final prospectus supplement relating to the Units in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised the Representatives, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. (b) No Material Misstatements or Omissions. On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased, if such date is not the Closing Date (a settlement date ), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each settlement date, the 2

7 Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. (c) No Material Misstatements or Omissions in Disclosure Package. (i) The Disclosure Package and the price to the public, the number of Firm Units and the number of Option Units to be included on the cover page of the Prospectus, when taken together as a whole, and (ii) each bona fide electronic road show, when taken together as a whole with the Disclosure Package, and the price to the public, the number of Firm Units and the number of Option Units to be included on the cover page of the Prospectus, do not, as of the Execution Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Partnership by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. (d) No Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Units and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Partnership be considered an Ineligible Issuer. (e) Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing 3

8 Prospectus based upon and in conformity with written information furnished to the Partnership by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. (f) Formation and Qualification of Partnership Entities. Each of the Partnership Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of its respective jurisdiction of formation or incorporation with all limited liability company, limited partnership or corporate power and authority, as applicable, to enter into and perform its obligations under the Operative Agreements (as hereinafter defined) to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and to conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is duly qualified to do business as a foreign limited partnership, limited liability company or corporation, as applicable, and is in good standing under the laws of each jurisdiction that requires such qualification or registration, except where the failure to be so qualified or registered would not, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, securityholders equity, results of operations, business or properties of the Partnership Entities taken as a whole (a Material Adverse Effect ) or (ii) subject the limited partners of the Partnership to any material liability or disability. (g) Power and Authority to Act as a General Partner. The General Partner has, and on the Closing Date and each settlement date, will have, full power and authority to act as general partner of the Partnership in all material respects as described in the Disclosure Package and the Prospectus. (h) Ownership of the General Partner. Golar LNG Limited, a Bermuda exempted company ( Golar ), owns, and the Closing Date and each settlement date will own, 100% of the limited liability company interests in the General Partner; such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (the General Partner LLC Agreement ) and are fully paid (to the extent required by the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Republic of The Marshall Islands Limited Liability Company Act of 1996 (the Marshall Islands LLC Act )); and Golar owns such limited liability company interests free and clear of all liens, encumbrances, security interests, charges, equities or other claims ( Liens ). (i) Ownership of the General Partner Interest in the Partnership. As of the date hereof, the General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership, which is represented by 797,492 general partner units (the General Partner Units ); on the Closing Date and each settlement date, 4

9 the General Partner will be the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership, which will be represented by 929,518 General Partner Units; the General Partner Units have been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended and restated on or prior to the date hereof, the Partnership Agreement ), and the General Partner owns such general partner interest free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement and as described in the Disclosure Package). (j) Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof Golar owns 9,327,254 Common Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the Sponsor Units ); on the Closing Date and each settlement date, after giving effect to the transactions described in the Unit Purchase Agreement, Golar will own 10,296,559 Common Units and 15,949,831 Subordinated Units; (ii) the General Partner owns 81% of the Partnership s incentive distribution rights (the General Partner Incentive Distribution Rights ); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar ( Golar Energy ), owns 19% of the Partnership s incentive distribution rights (the Golar Energy Incentive Distribution Rights and together with the General Partner Incentive Distribution Rights, the Incentive Distribution Rights ). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Marshall Islands Limited Partnership Act (the Marshall Islands LP Act )); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar s 3.75% Convertible Bonds and as described in the Disclosure Package). (k) Ownership of the Operating Company. The Partnership owns, and on the Closing Date and each settlement date will own, a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the Operating Company LLC Agreement ) and is fully paid (to the extent required under the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of The Marshall Islands LLC Act); and the Partnership owns such membership interest free and clear of all Liens other than Liens arising under the $285 million Senior Secured Credit Agreement, dated as of September 29, 2008, among the Partnership and the lenders party thereto (the Credit Agreement ). (l) Ownership of the Operating Subsidiaries. As of the date hereof, the Operating Company owns, and on the Closing Date and each settlement date will own, directly or indirectly, 100% of the equity interests in each of the Operating Subsidiaries, 5

10 except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests; in each case, such equity interests have been duly authorized and validly issued in accordance with the charter, bylaws, limited liability company agreement or other organizational documents of each Operating Subsidiary (the Subsidiary Organizational Documents ) and are fully paid (to the extent required under the Subsidiary Organizational Documents) and nonassessable; and the Operating Company owns such equity interests free and clear of all Liens other than Liens arising under the Credit Agreement, the Secured Loan Facility dated November 26, 1997 by the Bank of Taiwan, as lead arranger, Faraway Maritime Shipping Company, as borrower, and the other lenders and arrangers party thereto (the Mazo Loan Facility ), Liens under joint venture agreements regarding the Golar Mazo (the Mazo JV Documents ), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess and the Lease Agreement dated March 16, 2004 among Lloyds TSB Maritime Leasing (No. 13) Limited and Golar LNG 2220 Corporation, as amended, in respect of the Golar Winter and Liens arising under the Credit Facility dated June 17, 2010 by and among Golar Freeze Holding Co., DnB Bank ASA (formerly DnB NOR Bank ASA), as facility agent, and the lenders party thereto (the Freeze Credit Facility ). (m) No Other Subsidiaries. Except as described in Sections 1(i), 1(j), 1(k) and 1(l), none of the Partnership Entities own or, on the Closing Date and each settlement date, will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. (n) Capitalization. As of March 31, 2012, the Partnership had a capitalization as set forth in the Capitalization section of the Prospectus. (o) No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership. (p) Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters in accordance with and upon the terms set forth in this Agreement, the Disclosure Package and the Prospectus. On each Closing Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholders, members or partners, as the case may be, for the authorization, issuance, sale and delivery 6

11 of the Units, the execution and delivery by the Partnership Entities of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have been validly taken. (q) Authorization, Execution and Delivery of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties. (r) Authorization, Execution, Delivery and Enforceability of Other Agreements. On or before the Closing Date: (i) the General Partner LLC Agreement has been duly authorized, executed and delivered by Golar and is a valid and legally binding agreement of Golar, enforceable against Golar in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and Golar and is a valid and legally binding agreement of the General Partner and Golar, enforceable against each of them in accordance with its terms; (iii) the Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Purchase, Sale and Contribution Agreement dated July 9, 2012 by and among the Partnership, Golar Energy, the Operating Company and Golar related to the acquisition of all of the issued and outstanding stock of Golar Khannur Corporation, Gas Solutions Corp. and Golar LNG (Singapore) Pte. Ltd. (the Purchase Agreement ), has been duly authorized, executed and delivered by the Partnership, Golar Energy, the Operating Company and Golar and is a valid and legally binding agreement of the Partnership, Golar Energy, the Operating Company and Golar, enforceable against the Partnership, Golar Energy, the Operating Company and Golar in accordance with its terms; and (v) the Unit Purchase Agreement dated July 10, 2012 between the Partnership and Golar (the Unit Purchase Agreement ) has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, however, that with respect to each agreement described in this Section 1(r), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, 7

12 contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy. The agreements described in clauses (i) through (iii) of this Section 1(r) are herein collectively referred to as the Organizational Documents. The agreements described in clauses (iv) and (v) of this Section 1(r) are herein collectively referred to as the Operative Agreements. (s) No Conflicts. None of (i) the offering or sale by the Partnership of the Units to be issued and sold by the Partnership (a) to the Underwriters pursuant to the terms of this Agreement or (b) to Golar pursuant to the Unit Purchase Agreement, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements by the Partnership Entities party hereto or thereto, or (iii) the consummation of the transactions contemplated hereby or thereby (A) constituted, constitutes or will constitute a violation of the Organizational Documents or any of the organizational documents of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Partnership Entities or any of their properties or assets in a proceeding to which any of them or their property is a party or (D) resulted, results or will result in the creation or imposition of any Lien upon any property or assets of any of the Partnership Entities (other than Liens arising under the Credit Agreement), which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of the Partnership Entities to consummate the transactions provided for in this Agreement or the Operative Agreements. (t) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Partnership Entities or any of their properties or assets is required in connection with (i) the issuance, offering or sale by the Partnership of the Units, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements or the fulfillment of the terms hereof or thereof by the Partnership Entities party hereto or thereto or (iii) the consummation of any other transactions contemplated by this Agreement or the Operative Agreements, except (i) for such permits, consents, approvals and similar authorizations required under the Act, the Exchange Act and state securities or Blue Sky laws of any jurisdiction, (ii) for such permits, consents or approvals as may be required in connection with the transactions contemplated by the Purchase Agreement as disclosed in the Disclosure Package and the Prospectus, (iii) for such consents that have 8

13 been, or prior to the Closing Date will be, obtained and (iv) for such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect. (u) No Defaults. None of the Partnership Entities is (i) in violation of its organizational documents, (ii) in violation of any statute, law, rule or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Partnership Entities or any of their properties or assets or (iii) in breach, default (or an event that, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which in the case of clauses (ii) and (iii) would, if continued, reasonably be expected to have a Material Adverse Effect or materially impair the ability of any of the Partnership Entities to perform their obligations under this Agreement or the Operative Agreements. (v) Conformity of Units to Description. The Units, when delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, will conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus. (w) No Labor Dispute. Except as set forth in the Disclosure Package and the Prospectus, no labor problem or dispute with the employees of any Partnership Entity exists or, to the knowledge of the Partnership Entities, is threatened or imminent, and none of the Partnership Entities is aware of any existing or imminent labor disturbance by the employees of any of the Partnership Entities principal suppliers, contractors or customers, which, in any case, would reasonably be expected to have a Material Adverse Effect. (x) Financial Statements. The historical financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby and on the basis stated therein, as of the dates and for the periods indicated; such financial statements comply as to form with the applicable accounting requirements of Regulation S-X under the Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus regarding non- GAAP financial measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. The interactive data in extensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission s rules and guidelines applicable thereto. 9

14 (y) Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, who has audited certain financial statements included in the Registration Statement, the Disclosure Package and the Prospectus of the Partnership, its combined predecessors and the General Partner and delivered its reports with respect thereto, is an independent registered public accounting firm with respect to such entities within the meaning of the Act and the applicable published rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board ( PCAOB ). (z) Absence of Litigation. Except as described in the Disclosure Package and the Prospectus, there is no (i) action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of any of the Partnership Parties, threatened, to which any of the Partnership Entities is or may be a party or to which the property of any of the Partnership Entities is or may be subject, (ii) statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency with respect to any Partnership Entity or (iii) injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction, to which any of the Partnership Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, would, individually or in the aggregate, reasonably be expected to (A) have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and sale of the Units or (C) in any manner draw into question the validity of this Agreement. (aa) Title to Properties. As of the date hereof, the Partnership Entities have, and on the Closing Date and each settlement date will have, good title to all personal property described in the Disclosure Package and the Prospectus to be owned by the Partnership Entities, and each of the Partnership Entities and, to the Partnership Parties knowledge, the other entities identified on Exhibit B hereto hold the interest in the applicable vessel set forth opposite its name on Exhibit B ( Vessels ), in each case free and clear of all Liens except (i) as described, and subject to the limitations contained, in the Disclosure Package and the Prospectus, (ii) that arise from indebtedness expressly assumed by the Partnership, the Operating Company or the Operating Subsidiaries pursuant to the Purchase Agreement or (iii) as do not materially affect the value of such property, taken as a whole, and do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future, as described in the Disclosure Package and the Prospectus (the Liens described in clauses (i) through (iii) above being Permitted Liens ); provided that with respect to any interest in real property and buildings held under lease by the Operating Company or any of the Operating Subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). As of the date hereof, the Partnership Entities do not, and at each Closing Date will not, own, lease or otherwise have interest in any real property. 10

15 (bb) Vessel Registration. Each Vessel is duly registered under the laws of the jurisdiction set forth on Exhibit B. (cc) Tax Returns. Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect. (dd) Insurance. The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as are generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. The Partnership Entities have no reason to believe that they will not be able to (i) renew their existing insurance coverage as and when such policies expire or (ii) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect. (ee) Distribution Restrictions. Except as provided by Section 43 of The Marshall Islands Business Corporation Act or Section 5.9 of the Liberian Business Corporation Act, the Credit Agreement, the Loan Agreement dated October 18, 2011 among Golar, as lender, and the Partnership, as borrower, the Mazo Loan Facility, the Freeze Credit Facility or the Mazo JV Documents, no subsidiary of the Partnership or the Operating Company is currently prohibited, directly or indirectly, from paying any distributions to the Partnership or the Operating Company, from making any other distribution on such subsidiary s equity interests, from repaying to the Partnership or the Operating Company any loans or advances to such subsidiary from the Partnership or the Operating Company or from transferring any of such subsidiary s property or assets to the Partnership or the Operating Company or any other subsidiary of the Partnership or the Operating Company, except as described in or contemplated by the Disclosure Package and the Prospectus. (ff) Licenses and Permits. Except as described in or contemplated by the Disclosure Package and the Prospectus, and except for those that are the responsibility of the charter parties to obtain pursuant to the terms of the charter agreements relating to the Vessels as such agreements are currently in effect (the Charter Agreements ), the Partnership Entities possess, and upon the consummation of the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will possess, such permits, licenses, approvals, consents and other authorizations (collectively, Governmental Licenses ) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to own or lease their properties and to conduct their business in the manner described in the Disclosure Package and the Prospectus, except where the failure so to possess would not, individually or in the aggregate, 11

16 reasonably be expected to result in a Material Adverse Effect; except as described in the Disclosure Package and the Prospectus, the Partnership Entities are, and upon the consummation of the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will be, in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Partnership Parties, the charter parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements. (gg) Environmental Laws. Each Partnership Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (as defined below) ( Environmental Laws ), (ii) has received all permits required of it under applicable Environmental Laws to conduct its respective businesses as presently conducted ( Environmental Permits ) except for any such Environmental Permits that are the responsibility of the charter parties under the Charter Agreements and that the Partnership Parties reasonably expect such charter parties to obtain, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with any known or threatened release into the environment of any Hazardous Material, except in the case of each of clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term Hazardous Material means (A) any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any hazardous waste as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any hazardous, toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Partnership Parties, 12

17 the parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements. (hh) Intellectual Property. Except as would not result in a Material Adverse Effect, (i) the Partnership Entities own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, Intellectual Property ) necessary to carry on their business in the manner described in the Disclosure Package and the Prospectus, and (ii) the Partnership Entities have not received any notice and are not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests in the Partnership Entities. (ii) Certain Relationships and Related Transactions. No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Disclosure Package or the Prospectus but is not so described. (jj) Description of Legal Proceedings and Contracts; Filing of Exhibits. There are no legal or governmental proceedings pending or, to the knowledge of the Partnership Parties, threatened or contemplated, against any of the Partnership Entities, or to which any of the Partnership Entities is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus but are not so described, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. The statements included in the Registration Statement, the Disclosure Package and the Prospectus insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings in all material respects. (kk) Sarbanes-Oxley Act of On the Closing Date and each settlement date, the Partnership will be in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated in connection therewith and the rules of the Nasdaq Stock Market LLC that are effective and applicable to the Partnership. (ll) Investment Company. None of the Partnership Entities is, and after giving effect to the offering and sale of the Units, none of the Partnership Entities will be, an investment company or a company controlled by an investment company, each as defined in the Investment Company Act of 1940, as amended (the Investment Company Act ). 13

18 (mm) Passive Foreign Investment Company. The Partnership will not be a Passive Foreign Investment Company ( PFIC ) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended (the Code ), for the taxable year ending December 31, 2012, and based on the Partnership s current and expected assets, income and operations as described in the Disclosure Package and the Prospectus, the Partnership does not believe that it is likely to become a PFIC for any future taxable year. (nn) Section 883 Exemption. Based upon the assumptions and subject to the limitations set forth in the Registration Statement, the Disclosure Package and the Prospectus (or any documents incorporated by reference therein), the Partnership believes that it will qualify for the exemption from United States federal income tax with respect to its U.S. source international transportation income under Section 883 of the Code for the taxable year ending December 31, 2012 and for future tax years, provided that less than 50 percent of its Common Units are owned by 5-percent shareholders (other than Golar or its affiliates) as defined in Treasury Regulation (d)(3) for more than half the number of days during each such year. (oo) Tax Status. The Partnership has properly elected to be classified as an association taxable as a corporation for United States federal income tax purposes. In addition, each of the General Partner, Golar Maritime (Asia) Inc., Oxbow Holdings Inc., Aurora Management Inc. and Faraway Maritime Shipping Inc. is properly classified as an association taxable as a corporation for United States federal income tax purposes. Each of the Partnership Entities, other than the Partnership and the entities referenced in the preceding sentence, has properly elected to be classified as disregarded as an entity separate from its owner for United States federal income tax purposes. (pp) Books and Records. The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (qq) Market Stabilization. None of the Partnership Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (rr) Foreign Corrupt Practices Act. No Partnership Entity nor, to the knowledge of the Partnership Parties, any director, officer, agent, employee or affiliate of any Partnership Entity, is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the FCPA ), 14

19 including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Partnership Entities and, to the knowledge of the Partnership Parties, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith. (ss) Anti-Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in compliance with, in each case to the extent applicable, the financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws ) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership Entities with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Partnership Parties, threatened. (tt) Sanctions Laws and Regulations. Neither the sale of the Units by the Partnership hereunder nor the use of the proceeds thereof would reasonably be expected to cause any U.S. person participating in the offering, either as underwriter and/or purchaser of the Units, to violate the Trading With the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (all such laws and regulations collectively referred to as the Sanctions Laws and Regulations ) or any enabling legislation or executive order relating thereto. (uu) Office of Foreign Assets Control. None of the Partnership Entities, nor, to the knowledge of the Partnership Parties, any director, officer, agent, employee or affiliate of a Partnership Entity is currently subject to or engaged in any activity in violation of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ( OFAC ); and the Partnership will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing any activities of any person currently subject to or engaged in any activities in violation of any U.S. sanctions administered by OFAC. (vv) Statistical Data. Any statistical and market-related data included in the Registration Statement, the Disclosure Package or the Prospectus are based on or derived from sources that the Partnership believes to be reliable and accurate. (ww) No Distribution of Other Offering Materials. None of the Partnership Entities has distributed or, prior to the later to occur of the Closing Date or any settlement 15

20 date and completion of the distribution of the Units, will distribute any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement or any other materials, if any, permitted by the Act, including Rule 134 thereunder. (xx) Listing on the Nasdaq Global Market. The Units have been approved to be listed on the Nasdaq Global Market, subject to official notice of issuance. (yy) Disclosure Controls. (i) The Partnership has established and maintains disclosure controls and procedures (to the extent required by and as such term is defined in Rule 13a-15 under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Partnership in the reports it files or will file or submit under the Exchange Act, as applicable, is accumulated and communicated to management of the Partnership to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rule 13a-15 of the Exchange Act. (zz) Transfer Taxes. No stamp or other issuance or transfer taxes are payable by or on behalf of the Underwriters in connection with (A) the delivery of the Units to be sold by the Partnership in the manner contemplated by this Agreement or (B) the sale and delivery by the Underwriters of the Units as contemplated herein. Any certificate signed by any officer of any of the Partnership Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by such Partnership Party, as to matters covered thereby, to each Underwriter. 2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $29.80 per unit, the number of Firm Units set forth opposite such Underwriter s name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option Units at the same purchase price per unit as the Underwriters shall pay for the Firm Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. 16

21 3. Delivery and Payment. Delivery of and payment for the Firm Units and the Option Units (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, New York 10103, at 10:00 a.m., New York City time, on July 16, 2012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Partnership, or as provided in Section 9 hereof (such date and time of delivery and payment for the Units being herein called the Closing Date ). Delivery of the Units shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or, upon the order of the Partnership, by wire transfers payable in same-day funds to accounts specified by the Partnership. Delivery of the Firm Units and the Option Units shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Partnership will deliver the Option Units (at the expense of the Partnership) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to the Representatives on the settlement date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Units for sale to the public as set forth in the Prospectus. 5. Agreements. Each of the Partnership Parties, jointly and severally, agrees with the several Underwriters that: (a) Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) 17

22 Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) Amendment or Supplement of Disclosure Package and Issuer Free Writing Prospectus. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the (i) Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Partnership will (A) promptly notify the Representatives so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until the Disclosure Package or such Issuer Free Writing Prospectus is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement to the Representatives in such quantities as they may reasonably request. (c) Amendment of Registration Statement or Supplement of Prospectus. If, at any time when a prospectus relating to the Units is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with the use or delivery of the Prospectus, the Partnership promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment, supplement or new registration statement that will correct such statement or omission or effect such compliance; (iii) use its best efforts to have any amendment to the 18

23 Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in the use of the Prospectus; and (iv) supply any supplemented Prospectus to the Representatives in such quantities as they may reasonably request. (d) Reports to Unitholders. As soon as practicable, the Partnership will make generally available to its unitholders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) Signed Copies of the Registration Statement and Copies of the Prospectus. The Partnership will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Partnership will pay the expenses of printing or other production of all documents relating to the offering. (f) Qualification of Units. The Partnership will arrange, if necessary, for the qualification of the Units for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will maintain such qualifications in effect so long as reasonably required for the distribution of the Units; provided, however, that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, in any jurisdiction where it is not now so subject. (g) Lock-Up Period. The Partnership Parties will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction designed to or that might reasonably be expected to (i) result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by any of the Partnership Parties or any person in privity with any of them or any of their affiliates, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or (ii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position (within the meaning of Section 16 of the Exchange Act) in any common units of the Partnership or any securities convertible into, or exercisable or exchangeable for, such common units; or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement; provided, however, that the Partnership (A) may issue and sell common units pursuant to, and file a registration statement on Form S-8 relating to, any employee benefit plan of the Partnership in effect at the Execution Time, and (B) the Partnership may issue common units issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time. Notwithstanding the foregoing paragraph, if 19

24 (i) during the last 17 days of the 90-day lock-up period set forth above (the Lock-up Period ), the Partnership issues an earnings release or announces material news or a material event; or (ii) prior to the expiration of the Lock-up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then the restrictions described in this paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event. The Partnership will provide each Underwriter and each individual subject to the restricted period pursuant to the lock-up letters described in this Section and in Section 6(n) with prior notice of any such announcement that gives rise to an extension of the restricted period. (h) Price Manipulation. The Partnership Parties will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (i) Expenses. The Partnership Parties agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the execution of this Agreement or the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the expenses, if any, for the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq Global Market; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees); (viii) the expenses incurred by or on behalf of the Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership Parties of their respective obligations hereunder. Notwithstanding the foregoing, it is understood that except as expressly provided in this Section 5(i) or in Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, 20

25 including without limitation, fees and disbursements of their counsel and transfer taxes on the resale by them of any of the Units. (j) Free Writing Prospectus. The Partnership agrees that, unless it has obtained or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Partnership that, unless it has obtained or shall have obtained, as the case may be, the prior written consent of the Partnership and the Representatives, it has not made and will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus (as defined in Rule 405) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433; provided, however, that the prior written consent of the parties hereto shall be deemed to have been given in respect of each Free Writing Prospectus included in Schedule III hereto and any bona fide electronic road show within the meaning of Rule 433. Any such free writing prospectus consented to by the Representatives or the Partnership is hereinafter referred to as a Permitted Free Writing Prospectus. The Partnership agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (k) Rule 463. The Partnership will file with the Commission such information in Form 20-F as may be required by Rule 463 under the Act. (l) Investment Company. As of the Closing Date or any settlement date, no Partnership Entity will be deemed an investment company as defined in the Investment Company Act. For a period of five years after the latest settlement date, the Partnership will use its reasonable best efforts to ensure that no Partnership Entity, or any subsidiary thereof, shall become an investment company as defined in the Investment Company Act. Unless there has occurred a material change in the nature of the operations of the Partnership, for a period of five years after the latest Closing Date, the Partnership will use commercially reasonable efforts to ensure that the Partnership shall not become a PFIC. (m) Sanctions Laws and Regulations. The Partnership will not take, and will cause each subsidiary not to take, directly or indirectly, any action that would reasonably be expected to result in a violation by any U.S. person participating in the offering contemplated by this Agreement of the Sanction Laws and Regulations with respect to the sale of the Units hereunder. 6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Units and the Option Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Partnership Parties contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Partnership Parties made in any 21

26 certificates pursuant to the provisions hereof, to the performance by the Partnership Parties of their obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Partnership shall have requested and caused Watson, Farley & Williams (New York) LLP, special Republic of Liberia and Republic of The Marshall Islands counsel for the Partnership Entities, to have furnished to the Representatives its written opinion, dated the Closing Date and addressed to you, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Exhibit C-1. (c) The Partnership shall have requested and caused Vinson & Elkins L.L.P., U.S. counsel to the Partnership Entities, to have furnished to the Representatives its written opinion, dated the Closing Date and addressed to you, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Exhibit C-2. (d) The Partnership shall have requested and caused Harney Westwood & Riegels, special British Virgin Islands counsel to the Partnership Entities, to have furnished to the Representatives its written opinion, dated the Closing Date and addressed to you, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Exhibit C-3. (e) The Partnership shall have requested and caused Heller Redo Barroso Advogados, special Brazilian counsel to the Partnership, to have furnished to you its written opinion, dated the Closing Date and addressed to you, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Exhibit C-4. (f) The Partnership shall have requested and caused Watson, Farley & Williams (UK) LLP, special United Kingdom counsel for the Partnership Entities, to have furnished to the Representatives its written opinion, dated the Closing Date and addressed to you, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Exhibit C-5. (g) The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the sale of the Units, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the 22

27 Partnership Entities shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (h) The Partnership shall have furnished to the Representatives a certificate of the Partnership, signed on behalf of the Partnership by the Principal Executive Officer and the Principal Financial Officer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, as well as each bona fide electronic road show used in connection with the offering of the Units, and this Agreement and that: (i) the representations and warranties of the Partnership Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the Partnership Parties have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, and no proceedings for that purpose have been instituted or, to the Partnership s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). (i) The Partnership Parties shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, (i) confirming that they are an independent registered public accounting firm within the meaning of the Act and the Exchange Act and the applicable rules and regulations thereunder, adopted by the Commission and the PCAOB, and (ii) stating their conclusions and findings with respect to the financial information and other matters ordinarily covered by accountants comfort letters to underwriters in connection with registered public offerings in the United States. (j) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Partnership Entities taken as a whole, whether or not arising from transactions in the 23

28 ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (k) Prior to the Closing Date, the Partnership Entities shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (l) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnership Entities debt securities, if any such securities are outstanding, by any nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (m) The Units shall have been listed and admitted and authorized for trading on the Nasdaq Global Market, subject to official notice of issuance, and reasonably satisfactory evidence of such actions shall have been provided to the Representatives. (n) At the Execution Time, the Partnership Entities shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each of the persons listed on Schedule IV hereto. (o) At the date of this Agreement and at the Closing Date, the Representatives shall have received from the Partnership a certificate substantially in the form of Exhibit D hereto and signed by the Principal Financial Officer of the Partnership. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, New York 10103, on the Closing Date. 7. Reimbursement of Underwriters Expenses. If the sale of the Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10(i) hereof or because of any refusal, inability or failure on the part of the Partnership 24

29 Parties to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Partnership Parties will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Units. 8. Indemnification and Contribution. (a) Each of the Partnership Parties agrees, jointly and severally, to (i) indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, affiliates of the Underwriters who have participated in the distribution of the Units as underwriters and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any other issuer information contained in a Permitted Free Writing Prospectus filed or required to be filed pursuant to Rule 433(a) under the Act, or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Partnership Parties will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Partnership Parties by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, which information consists solely of the information set forth in the last sentence of Section 8(b). This indemnity agreement will be in addition to any liability that the Partnership Parties may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Partnership Parties, each of their respective directors, each of the officers who signs the Registration Statement, and each person who controls any Partnership Party within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Partnership Parties to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Partnership Parties by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This 25

30 indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. Each Partnership Party acknowledges that the statements set forth in the last paragraph of the cover page regarding delivery of the Units and, under the heading Underwriting, (i) the list of Underwriters and their respective participation in the sale of the Units, (ii) the sentences related to concessions and reallowances and (iii) the paragraphs related to stabilization, syndicate covering transactions and short sales in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party s choice at the indemnifying party s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (in addition to local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not 26

31 include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Partnership Parties agree, jointly and severally, and the Underwriters severally but not jointly agree, to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively Losses ) to which the Partnership Parties and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Partnership Parties, on the one hand, and by the Underwriters, on the other, from the offering of the Units; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Units) be responsible for any amount in excess of the underwriting discount or commission applicable to the Units purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Partnership Parties, jointly and severally, and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Partnership Parties, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Partnership Parties shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Partnership, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Partnership Parties, on the one hand, or the Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Partnership Parties and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Partnership Parties within the meaning of either the Act or the Exchange Act, each officer of any of the Partnership Parties who shall have signed the Registration Statement and each director of any of the Partnership Parties shall have the same rights to contribution as the Partnership Parties, subject in each case to the applicable terms and conditions of this paragraph (d). 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Units agreed to be purchased by such Underwriter or 27

32 Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally but not jointly to take up and pay for (in the respective proportions which the number of Units set forth opposite their names in Schedule I hereto bears to the aggregate number of Units set forth opposite the names of all of the remaining Underwriters) the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that the aggregate number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Units set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Units, and if such nondefaulting Underwriters do not purchase all the Units, this Agreement will terminate without liability to any nondefaulting Underwriter or the Partnership Parties. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Partnership Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Partnership prior to delivery of and payment for the Units, if at any time prior to such delivery and payment (i) trading in the Partnership s Units shall have been suspended by the Commission or the Nasdaq Stock Market LLC, (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (iii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Preliminary Prospectus or the Prospectus (exclusive of any supplement thereto). 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Partnership Parties or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Partnership Parties or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Units. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to (i) the Representatives, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212) ) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 28

33 Attention: Syndicate Registration, copy to: ECM Legal, One Bryant Park, New York, New York (fax no. (646) ); Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicates Desk (fax no.: (212) ); Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (fax no. (212) ); Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department; or (ii) the Partnership Parties, will be mailed, delivered or telefaxed to the Partnership, c/o Golar Management Limited, 13 th Floor, 1 America Square, 17 Crosswall, London, England (fax no. (+44) ), Attention: Graham Robjohns. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. No Fiduciary Duty. Each of the Partnership Parties hereby acknowledges that (a) the purchase and sale of the Units pursuant to this Agreement is an arm s-length commercial transaction between the Partnership Parties, on the one hand, and the Underwriters and any affiliates through which they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Partnership Parties and (c) the engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Partnership Parties agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Partnership Parties on related or other matters). Each of the Partnership Parties agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or that any of the Underwriters owes an agency, fiduciary or similar duty to the Partnership Parties, in connection with the transactions contemplated by this Agreement or the process leading thereto. 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership Parties and the Underwriters, or any of them, with respect to the subject matter hereof. 16. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 17. Judicial Proceedings. (a) The Partnership Parties irrevocably (i) agree that any legal suit, action or proceeding against the Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or 29

34 proceeding. Each of the Partnership Parties has appointed Watson, Farley & Williams (New York) LLP, New York, New York, as its authorized agent (the Authorized Agent ), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Partnership Parties shall be deemed, in every respect, effective service of process upon the Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the Business Day proceeding that on which final judgment is given. The obligations of the Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. 18. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. 19. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 20. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. thereunder. Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated 30

35 Base Prospectus shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Commission shall mean the Securities and Exchange Commission. Disclosure Package shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus dated July 10, 2012, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) the information set forth on Schedule V hereto. Effective Date shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Execution Time means 8:00 p.m. (Eastern time) on July 10, Free Writing Prospectus shall mean a free writing prospectus, as defined in Rule 405. Issuer Free Writing Prospectus shall mean an issuer free writing prospectus, as defined in Rule 433. Preliminary Prospectus shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1 (a) hereof that is used prior to the filing of the Prospectus. Prospectus shall mean the prospectus relating to the Units that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. Registration Statement shall mean the registration statement referred to in Section 1(a) hereof, including exhibits and financial statements and any prospectus relating to the Units that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Rule 158, Rule 163, Rule 164, Rule 172, Rule 175(b), Rule 405, Rule 415, Rule 424, Rule 430B, Rule 462, and Rule 433 refer to such rules under the Act. 31

36 Rule 462(b) Registration Statement shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 32

37 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Parties and the several Underwriters. Very truly yours, GOLAR LNG PARTNERS LP By: /s/ Graham Robjohns Name: Graham Robjohns Title: Principal Executive Officer GOLAR GP LLC By: Golar LNG Limited, its sole member By: /s/ Georgina Sousa Name: Georgina Sousa Title: Secretary GOLAR PARTNERS OPERATING LLC By: Golar LNG Partners, LP, its sole member By: /s/ Graham Robjohns Name: Graham Robjohns Title: Principal Executive Officer [Signature Page to Underwriting Agreement]

38 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. LLC WELLS FARGO SECURITIES, LLC GOLDMAN, SACHS & CO. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Michael J. Casey Name: Michael J. Casey Title: Managing Director By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Pei-Tse Wu Name: Pei-Tse Wu Title: Managing Director By: MORGAN STANLEY & CO. LLC By: /s/ Wiley Griffiths Name: Wiley Griffiths Title: Managing Director By: WELLS FARGO SECURITIES, LLC By: /s/ Dan Herman Name: Dan Herman Title: Director [Signature Page to Underwriting Agreement]

39 By: GOLDMAN, SACHS & CO. By: /s/ Michael Hickey Name: Michael Hickey Title: VP For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement [Signature Page to Underwriting Agreement]

40 Registration Statement on Form F-3; Final Prospectus dated July 10, 2012 Dear Sirs: Exhibit 5.1 Watson, Farley & Williams (New York) LLP Our reference: / v Avenue of the Americas New York, New York Tel (212) Fax (212) July 16, 2012 Golar LNG Partners LP Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08 We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands ( Marshall Islands Law ) for Golar LNG Partners LP (the Partnership ) in connection with the issuance and sale by the Partnership of up to 6,325,000 common units (the Units ), each representing limited partnership interests in the Partnership, pursuant to the Partnership s Registration Statement on Form F-3 (No ) (the Registration Statement ), the prospectus dated June 8, 2012 (the Base Prospectus ), the preliminary prospectus supplement to the Base Prospectus dated July 10, 2012 (together with the Base Prospectus, the Preliminary Prospectus ) and the final prospectus supplement to the Base Prospectus dated July 10, 2012 (together with the Base Prospectus, the Final Prospectus ). As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: (i) (ii) (iii) (iv) (v) the Registration Statement; the Preliminary Prospectus; the Final Prospectus; the Underwriting Agreement (the Underwriting Agreement ) dated July 10, 2012 among the Partnership, Golar GP LLC, a Marshall Islands limited liability company (the General Partner ), and Golar Partners Operating LLC, a Marshall Islands limited liability company (collectively with the Partnership and the General Partner, the Partnership Entities ), and the representatives of the underwriters named therein relating to the issuance and sale of the Units; and such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Partnership Entities as we have deemed relevant and necessary. London New York Paris Hamburg Madrid Munich Rome Milan Athens Piraeus Singapore Bangkok Hong Kong Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a partner means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above.

41 In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us. In rendering this opinion, we have also assumed: (i) (ii) (iii) that the issuance and sale of the Units complies in all respects with the terms, conditions and restrictions set forth in the Preliminary Prospectus and the Final Prospectus and all of the instruments and other documents relating thereto or executed in connection therewith; that the Underwriting Agreement has been duly and validly authorized by the parties thereto (other than the Partnership Entities), and executed and delivered by such parties thereto; and the validity and enforceability of the Underwriting Agreement against the parties thereto. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of each of the Partnership Entities and of public officials, in each case as we have deemed relevant and appropriate, and upon the representations and warranties of each of the Partnership Entities in the Underwriting Agreement. We have not independently verified the facts so relied on. This opinion letter is limited to Marshall Islands Law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein. Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that when the Units are issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Registration Statement and the Final Prospectus, the Units will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Partnership and to the references to our firm in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act ), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term expert as used in the Securities Act. Very truly yours, Watson, Farley & Williams (New York) LLP /s/ Watson, Farley & Williams (New York) LLP 2

42 Exhibit 8.1 July 16, 2012 Golar LNG Partners LP Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08, Bermuda Re: Registration Statement on Form F-3 (Registration No ) Ladies and Gentlemen: We have acted as U.S. counsel to Golar LNG Partners, LP, a Marshall Islands limited partnership (the Partnership ), with respect to certain legal matters in connection with the offer and sale by the Partnership of common units representing limited partner interests in the Partnership (the Common Units ) pursuant to a Prospectus Supplement dated July 10, 2012 (the Prospectus Supplement ) to a base prospectus dated June 8, 2012 (the Base Prospectus and, together with the Prospectus Supplement, the Prospectus ) forming a part of the Registration Statement on Form F-3 (Registration No ), which was declared effective by the Securities and Exchange Commission on June 8, 2012 (the Registration Statement ). For purposes of formulating our opinion set forth below, we have reviewed and relied upon the Registration Statement, the Prospectus and such other documents, records and instruments as we have deemed necessary and appropriate. In such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to original documents of all documents submitted to us as duplicate copies and the authenticity of the originals of such documents. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing. In addition, in formulating our opinion, we have relied upon certain statements of factual matters made by the Partnership, which we have neither investigated nor verified. Any inaccuracy in any of the aforementioned documents or statement could adversely affect our opinion. Based upon and subject to the foregoing and the limitations set forth below, (i) the statements of law set forth in the Prospectus Supplement under the heading Material Tax Considerations constitute our opinion as of the date of the Prospectus Supplement as to the material U.S. federal income tax consequences of the matters described therein and (ii) the statements of law set forth in the Base Prospectus under the heading Material U.S. Federal Income Tax Considerations constitute our opinion as of the effective date of the Registration Statement as to the material U.S. Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington 666 Fifth Avenue, 26th Floor New York, NY Tel Fax

43 federal income tax consequences of the matters described therein. Our opinion does not relate to any factual or accounting matters, determinations or conclusions, and we have not expressed an opinion as to any matter not specifically described in the foregoing sentence. The foregoing opinion is limited to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. Our opinion and the tax discussion set forth in the Prospectus are based on the provisions of the Internal Revenue Code of 1986, as amended, as in effect on the date of the Prospectus, existing final and temporary regulations thereunder, and current administrative interpretations and court decisions, all of which are subject to change, possibly with retroactive effect. We do not undertake to advise you of any subsequent changes in such authorities unless we are specifically asked to do so. We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K of the Partnership and to the references to our firm under the captions Material Tax Considerations, Material U.S. Federal Income Tax Considerations and Legal Matters in the Prospectus. The giving of this consent does not constitute an admission that we are included in the categories of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Vinson & Elkins, L.L.P. 2

44 Registration Statement on Form F-3; Final Prospectus dated July 10, 2012 Dear Sirs: Exhibit 8.2 Watson, Farley & Williams (New York) LLP Our reference: / v Avenue of the Americas New York, New York Tel (212) Fax (212) July 16, 2012 Golar LNG Partners LP Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08 We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands ( Marshall Islands Law ) for Golar LNG Partners LP (the Partnership ) in connection with the issuance and sale by the Partnership of up to 6,325,000 common units (the Units ), each representing limited partnership interests in the Partnership, pursuant to the Partnership s Registration Statement on Form F-3 (No ) (the Registration Statement ), the prospectus dated June 8, 2012 (the Base Prospectus ), the preliminary prospectus supplement to the Base Prospectus dated July 10, 2012 (together with the Base Prospectus, the Preliminary Prospectus ) and the final prospectus supplement to the Base Prospectus dated July 10, 2012 (together with the Base Prospectus, the Final Prospectus ). As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: (i) (ii) (iii) (iv) the Registration Statement; the Preliminary Prospectus; the Final Prospectus; and such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of officers and representatives of the Partnership and its affiliates as we have deemed relevant and necessary. In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by London New York Paris Hamburg Madrid Munich Rome Milan Athens Piraeus Singapore Bangkok Hong Kong Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a partner means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above.

45 us. As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates. This opinion letter is limited to Marshall Islands Law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein. Based on the facts as set forth in the Preliminary Prospectus and the Final Prospectus, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we hereby confirm that we have reviewed the discussion set forth in the Final Prospectus under the caption Non-United States Tax Considerations Marshall Islands Tax Consequences and we confirm that the statements in such discussion, to the extent they constitute summaries of law or legal conclusions, unless otherwise noted, are the opinion of Watson, Farley & Williams (New York) LLP with respect to Marshall Islands tax consequences as of the date of the Final Prospectus (except for the representations and statements of fact of the Partnership included under such caption, as to which we express no opinion). We consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Partnership and to the references to our firm in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act ), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term expert as used in the Securities Act. Very truly yours, Watson, Farley & Williams (New York) LLP /s/ Watson, Farley & Williams (New York) LLP 2

46 Exhibit 10.1 Execution Copy UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this Agreement ) is made effective as of July 10, 2012, between GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership ( Seller ), and GOLAR LNG LIMITED, a Bermuda exempted company ( Buyer ). RECITAL Upon the terms and subject to the conditions set forth herein, Seller desires to sell and Buyer desires to purchase 969,305 common units of Seller (the Units ) at the same per unit price and at the same time as up to an aggregate of 6,325,000 common units of Seller are to be sold to certain underwriters in connection with a public offering of common units contemplated by the Seller s prospectus supplement dated July 10, 2012 (the Public Sale ). AGREEMENT NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: Section 1. Purchase and Sale of the Units 1.1 Sale of the Units. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, 969,305 Units in consideration of an aggregate payment of $29,999, (the Purchase Price ) by Buyer; the per Unit purchase price equal to the $30.95 public offering price per unit of the common units to be sold in the Public Sale. 1.2 Closing. The closing of the transactions contemplated by this Agreement (the Closing ) shall take place concurrently with the closing of the Public Sale pursuant to an underwriting agreement between Seller, the underwriters named therein and the other parties thereto (the Underwriting Agreement ). 1.3 Closing Deliveries (a) At the Closing, Buyer shall deliver to Seller as consideration for the Units purchased by Buyer an acknowledgement of receipt of the Purchase Price. (b) At the Closing, Seller shall cause Seller s transfer agent to record the ownership of the Units on the records of the transfer agent in accordance with instructions from Buyer. 1.4 Closing Condition; Termination. Buyer s obligation to purchase the Units in accordance with this Agreement is subject to the closing of the Public Sale contemplated by the Underwriting Agreement. If the Underwriting Agreement is terminated or if it shall not be entered into prior to July 11, 2012, this Agreement shall automatically terminate.

47 Section 2. Representations and Warranties 2.1 Buyer s Representations and Acknowledgements. Buyer represents and warrants to Seller that: (a) Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Buyer, enforceable against the Buyer in accordance with its terms; and (b) The Units are being acquired solely for the account of Buyer and not with a view to, or for resale in connection with, a distribution of all or any part thereof. Buyer acknowledges and understands that the Units have not been registered under the Securities Act of 1933, as amended (the 1933 Act ), and therefore are subject to resale restrictions. Buyer agrees to the placement of a legend on any Unit certificate or on the records of the transfer agent to the effect that the Units may not be sold without registration under the 1933 Act or pursuant to an exemption from registration. 2.2 Seller s Representations. Seller represents and warrants to Buyer that: (a) Seller has all necessary power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; (b) No consent, approval or authorization of any third party is required for consummation by Seller of the transactions contemplated by this Agreement, and the execution and delivery of this Agreement and the performance of the transactions contemplated hereby do not violate, conflict with, or cause a default under any contract, agreement, document, or instrument, any law, rule, regulation or any judicial or administrative decision to which Seller or the Units may be subject, or that would create a lien, security interest, encumbrance or restriction of any kind upon the Units; and (c) Upon the payment for the Units in accordance with the terms of this Agreement, good and marketable title to all of the Units, free and clear of all mortgages, liens, security interests, pledges, charges, encumbrances or claims of any kind will be sold to and vest in Buyer. 2.3 Survival; Indemnity. All representations and warranties made herein shall survive the Closing. Buyer agrees to indemnify and hold Seller harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Buyer herein and Seller agrees to indemnify and hold Buyer harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Seller herein. 2

48 Section 3. Further Assurances Each party agrees to, at any time and from time to time, promptly execute and deliver such further agreements, documents and instruments, and promptly take or forbear from taking such further actions as the other party may reasonably request in order to more effectively confirm or carry out the provisions of this Agreement. Section 4. Miscellaneous 4.1 Entire Agreement. Each party hereto acknowledges that this Agreement embodies the entire agreement and understanding between them with respect to the subject matter hereof and supersedes any prior agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, modified, terminated or discharged except by a writing signed by the party against whom such alteration, modification, termination or discharge is sought. 4.2 Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, personal representatives and assigns. 4.3 Governing Law. This Agreement shall be governed by and construed under the laws of the state of New York. 4.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart hereof. [Remainder of page intentionally left blank] 3

49 IN WITNESS WHEREOF, the parties have executed this UNIT PURCHASE AGREEMENT as of the date first written above. THE SELLER : GOLAR LNG PARTNERS LP By: /s/ Graham Robjohns Name: Graham Robjohns Title: Principal Executive Officer BUYER : GOLAR LNG LIMITED By: /s/ Georgina Sousa Name: Georgina Sousa Title: Secretary

50 Exhibit 10.2 Execution Version PURCHASE, SALE AND CONTRIBUTION AGREEMENT DATED JULY 9, 2012 AMONG GOLAR LNG LIMITED, GOLAR LNG PARTNERS LP, GOLAR LNG ENERGY LIMITED, AND GOLAR PARTNERS OPERATING LLC

51 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions 2 ARTICLE II PURCHASE AND SALE OF SHARES; CLOSING; DISTRIBUTION OF PROCEEDS Section 2.01 Purchase and Sale of Shares 6 Section 2.02 Closing 7 Section 2.03 Place of Closing 7 Section 2.04 Funding of Purchase Price for the Shares; Purchase Price Adjustments 7 Section 2.05 Distribution After the Closing 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE PARTNERSHIP Section 3.01 Organization; Good Standing and Authority 7 Section 3.02 Authorization, Execution and Delivery of this Agreement 8 Section 3.03 No Conflicts 8 Section 3.04 No Consents 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS Section 4.01 Organization; Good Standing and Authority 8 Section 4.02 Authority and Authorization; Execution and Delivery of this Agreement 9 Section 4.03 No Conflicts 9 Section 4.04 No Consents 9 Section 4.05 Legal and Beneficial Title to Shares; No Encumbrances 9 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING THE SUBSIDIARIES Section 5.01 Organization; Good Standing and Authority 10 Section 5.02 Capitalization; No Options 10 Section 5.03 Organizational Documents 11 Section 5.04 Validity of Certain Agreements 11 Section 5.05 No Conflicts 11 Section 5.06 Title to Vessel; Encumbrances 11 i

52 Section 5.07 Litigation 12 Section 5.08 Indebtedness to and from Officers, etc. 12 Section 5.09 Personnel 12 Section 5.10 Contracts and Material Agreements 12 Section 5.11 Compliance with Law 13 Section 5.12 No Undisclosed Liabilities 13 Section 5.13 Disclosure of Information 13 Section 5.14 Insurance 13 Section 5.15 U.S. Tax Classification 13 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING THE VESSEL Section 6.01 Flag 14 Section 6.02 Classification 14 Section 6.03 Maintenance 14 Section 6.04 Liens 14 Section 6.05 Safety 14 Section 6.06 No Blacklisting or Boycotts 14 Section 6.07 No Options 14 Section 6.08 Solvency of Performance Guarantor 14 ARTICLE VII PRE-CLOSING MATTERS AND COVENANTS Section 7.01 Covenants of the Sellers Prior to the Closing 14 Section 7.02 Covenants of the Buyer and the Partnership Prior to the Closing 15 Section 7.03 Covenant of Golar After the Closing 16 ARTICLE VIII CONDITIONS OF CLOSING Section 8.01 Conditions of the Parties 16 Section 8.02 Conditions of the Sellers 16 Section 8.03 Conditions of the Buyer 17 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER Section 9.01 Termination of Agreement 17 Section 9.02 Amendments and Waivers 17 ii

53 ARTICLE X INDEMNIFICATION Section Indemnity by the Sellers 18 Section Indemnity by the Buyer 18 Section Indemnity under the Omnibus Agreement 18 ARTICLE XI SATISFACTION OF CERTAIN INTERCOMPANY BALANCES Section Golar Receivables 19 Section Golar Energy Receivables 19 ARTICLE XII MISCELLANEOUS Section Further Assurances 19 Section Powers of Attorney 19 Section Headings; References; Interpretation 21 Section Successors and Assigns 21 Section No Third Party Rights 21 Section Counterparts 21 Section Governing Law; Submission to Jurisdiction 21 Section Severability 21 Section Integration 22 Section No Broker s Fees 22 Section Notices 22 Schedule A Insurance A-1 Exhibit I Form of Loan Agreement I-1 iii

54 PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the Agreement ), dated as of July 9, 2012, by and among GOLAR LNG LIMITED, a Bermuda exempted company ( Golar ), GOLAR LNG ENERGY LIMITED, a Bermuda exempted company ( Golar Energy and, together with Golar, the Sellers ), GOLAR LNG PARTNERS LP, a Marshall Islands limited partnership (the Partnership ), and GOLAR PARTNERS OPERATING LLC, a Marshall Islands limited liability company (the Buyer ), each a Party and collectively, the Parties. RECITALS WHEREAS, the Buyer wishes to purchase from Golar Energy, and Golar Energy wishes to sell to the Buyer, (i) all of the outstanding common shares (the Khannur Corp Shares ), of Golar Khannur Corporation, a Marshall Islands corporation ( Khannur Corp ), and (ii) all of the 5,309,001 ordinary shares in total issued share capital (the Golar Singapore Shares ), of Golar LNG (Singapore) Pte. Ltd., a Singapore corporation ( Golar Singapore ); WHEREAS, the Buyer wishes to purchase from Golar, and Golar wishes to sell to the Buyer all of the outstanding common shares (the Gas Solutions Shares and, together with the Khannur Corp Shares and the Golar Singapore Shares, the Shares ) of Gas Solutions Corp., a Marshall Islands corporation ( Gas Solutions ); WHEREAS, the Buyer is a wholly-owned subsidiary of the Partnership; WHEREAS, the Partnership wishes to contribute cash equal to the Purchase Price (as defined herein) to the Buyer as a contribution to the capital of the Buyer; WHEREAS, Golar Energy is the record owner of the Khannur Corp Shares and the registered owner of the Golar Singapore Shares; WHEREAS, Golar is the record owner of the Gas Solution Shares; WHEREAS, Golar Energy is a wholly-owned subsidiary of Golar; WHEREAS, Golar Singapore is a party to that certain Shareholders Agreement dated September 28, 2011 (the PTGI Shareholders Agreement ) with PT Pesona Sentra Utama, an Indonesian company ( PSU ), pursuant to which (i) Golar Singapore and PSU established PT Golar Indonesia, an Indonesian limited liability company ( PTGI ), and (ii) Golar Singapore and PSU subscribed for shares in PTGI; WHEREAS, on December 13, 2011, Golar made a loan to Gas Solutions in the amount of $5,610,000 (the Gas Solutions Loan ) in order for Gas Solutions to enter into the PSU Loan Agreement (as defined below); WHEREAS, Gas Solutions entered into a loan agreement dated December 13, 2011 with PSU pursuant to which Gas Solutions provided PSU with a loan of $5,610,000 (the PSU Loan Agreement ) to fund its purchase of the Class A Shares (as defined below);

55 WHEREAS, Golar Singapore owns 5,390,000 Class B Shares (the Class B Shares ) of PTGI (representing 49% of the issued share capital of PTGI), and PSU owns 5,610,000 Class A Shares (the Class A Shares ) of PTGI (representing 51% of the issued share capital of PTGI); WHEREAS, pursuant to an Assignment of Dividends Agreement, dated December 13, 2011 (the Assignment of Dividends Agreement ), PSU assigned to Gas Solutions its right to receive dividends from PTGI as collateral security for the performance of its obligations arising from the PSU Loan Agreement; WHEREAS, pursuant to a Deed of Pledge of Shares, dated January 16, 2012 (the Deed of Pledge of Shares ), PSU pledged to Gas Solutions all of the Class A Shares as security for the performance of its obligations arising from the PSU Loan Agreement; WHEREAS, PTGI and Khannur Corp are parties to a Seller s Credit Agreement, dated February 10, 2012, as amended and supplemented from time to time (the Seller s Credit ), pursuant to which Khannur Corp granted PTGI a Seller s Credit in an amount of up to $400 million for the purpose of assisting PTGI in financing the purchase of the Vessel and towards servicing any outstanding balance of the Seller s Credit including any interest; WHEREAS, PTGI is the legal owner of the Nusantara Regas Satu, a floating storage and regasification unit (the Vessel ); WHEREAS, the Vessel is subject to a Time Charter Party dated April 20, 2011 (the Charter ), by and between PT Nusantara Regas, an Indonesian company (the Charterer ), and Golar Energy, as amended by a Novation Agreement dated April 12, 2012, by and among the Charterer, Golar Energy and PTGI (the Novation Agreement ), pursuant to which (1) the Charterer agreed to release and discharge Golar Energy from all of its obligations under the Charter, (2) Golar Energy agreed to assign all of its rights under the Charter to PTGI, and (3) PTGI agreed to be subject to and to perform all obligations from which Golar Energy was released and discharged; and WHEREAS, immediately following the Closing, Golar Energy desires to pay to Golar a cash distribution equal to the Khannur Corp Purchase Price and the Golar Singapore Purchase Price (each as defined herein). NOW, THEREFORE, the Parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. In this Agreement, unless the context requires otherwise or unless otherwise specifically provided herein, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: 1934 Act Filings means the filings Golar has made with the Securities and Exchange Commission under the Securities Exchange Act of

56 Agreement means this Agreement, including its recitals, schedules and exhibits, as amended and supplemented. Applicable Law in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event and, whether or not having the force of law, all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having or purporting to have authority over that Person, property, transaction or event and all general principles of common law and equity. Assignment of Dividends Agreement has the meaning given to it in the recitals. Business Day means any day other than a Saturday, Sunday or any statutory holiday on which banks in London or New York are required to close. Buyer has the meaning given to it in the Preamble to this Agreement. Buyer Attorney-in-Fact has the meaning given to it in Section 12.02(c). Buyer Indemnitees has the meaning given to it in Section Charter has the meaning given to it in the recitals. Charterer has the meaning given to it in the recitals. Class A Shares has the meaning given to it in the recitals. Class B Shares has the meaning given to it in the recitals. Closing has the meaning given to it in Section Closing Date means the day on which the Closing takes place. Contracts has the meaning given to it in Section Deed of Pledge of Shares has the meaning given to it in the recitals. Encumbrance means any mortgage, maritime or other lien, charge, assignment, adverse claim, hypothecation, restriction, option, covenant, voting trust arrangement, adverse claim, condition, encumbrance or right, whether fixed or floating, on, or any security interest in, any property whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any deposit arrangement, priority, conditional sale agreement, other title retention agreement or equipment trust, capital lease or other security arrangements of any kind. Gas Solutions has the meaning given to it in the recitals. Gas Solutions Organizational Documents has the meaning given to it in Section Gas Solutions Purchase Price has the meaning given to it in Section 2.01(c). 3

57 Gas Solutions Shares has the meaning given to it in the recitals. Golar has the meaning given to it in the Preamble to this Agreement. Golar Attorney-in-Fact has the meaning given to it in Section 12.02(a). Golar Energy has the meaning given to it in the Preamble to this Agreement. Golar Energy Attorney-in-Fact has the meaning given to it in Section 12.02(d). Golar LNG Partners Credit Facility means the US$285,000,000 credit facility dated September 29, 2008, as amended, between (1) the Partnership, as borrower, (2) Nordea Bank Norge ASA, DnB Bank ASA, Citigroup Global Markets Limited, BNP Paribas and Lloyds TSB Bank PLC, as lead arrangers, (3) Nordea Bank Finland PLC, DnB Bank ASA, Citibank N.A., BNP Paribas and Lloyds TSB Bank PLC, as swap banks, (4) Nordea Bank Norge ASA, as facility agent and security agent, and (5) Citigroup Global Markets Limited as book runner. Golar Singapore has the meaning given to it in the recitals. Golar Singapore Organizational Documents has the meaning given to it in Section Golar Singapore Purchase Price has the meaning given to it in Section 2.01(b). Golar Singapore Shares has the meaning given to it in the recitals. Governmental Authority means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization. Guaranteed Obligations has the meaning given to it in the Indonesian Owner Guarantee. Indonesian Owner Guarantee has the meaning given to it in Section Insolvency Event means, with respect to any Person, that any of the following actions has occurred in relation to it: (a) an order has been made or an effective resolution passed or other proceedings or actions taken (including, without limitation, the presentation of a petition) with a view to its administration, bankruptcy, winding-up, liquidation or dissolution; or (b) it has had a receiver, administrative receiver, manager or administrator appointed over all or any substantial part of its undertaking or assets; or (c) foregoing. any event has occurred or situation arisen in any jurisdiction that has a substantially similar effect to any of the 4

58 Khannur Corp has the meaning given to it in the recitals. Khannur Corp Organizational Documents has the meaning given to it in Section Khannur Corp Purchase Price has the meaning give n to it in Section 2.01(a). Khannur Corp Shares has the meaning given to it in the recitals. Loan Agreement has the meaning given to it in Section Losses means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity. Manager means Golar Wilhelmsen Management AS. Material Agreements has the meaning given to it in Section Novation Agreement has the meaning given to it in the recitals. Omnibus Agreement means the Omnibus Agreement dated April 13, 2011, by and among Golar, the Partnership, Golar GP LLC and Golar Energy, as amended by Amendment No. 1 to the Omnibus Agreement dated as of October 5, Organizational Documents has the meaning given to it in Section Partnership has the meaning given to it in the Preamble to this Agreement. Partnership Attorney-in-Fact has the meaning given to it in Section 8.02(b). Party or Parties has the meaning given to it in the Preamble to this Agreement. Person means an individual, legal personal representative, corporation, body corporate, firm, limited liability company, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority. Pre-Closing Contribution has the meaning given to it in Section 2.04(b). PTGI has the meaning given to it in the recitals. PTGI Organizational Documents has the meaning given to it in Section PTGI Shareholders Agreement has the meaning given to it in the recitals. PSU Loan Agreement has the meaning given to it in the recitals. Purchase Price means the aggregate of the Khannur Corp Purchase Price, the Golar Singapore Purchase Price and the Gas Solutions Purchase Price. 5

59 Purchase Price Adjustments has the meaning given to it in Section 2.04(c). Sellers has the meaning given to it in the Preamble to this Agreement. Seller Indemnities has the meaning given to it in Section Sellers has the meaning given to it in the Preamble to this Agreement. Seller s Credit has the meaning given to it in the recitals. Shares has the meaning given to it in the recitals. Subsidiaries means Khannur Corp, Golar Singapore, Gas Solutions and PTGI, and Subsidiary means each of them. Taxes means all income, franchise, business, property, sales, use, goods and services or value added, withholding, excise, alternate minimum capital, transfer, excise, customs, anti-dumping, countervail, net worth, stamp, registration, payroll, employment, health, education, business, school, property, local improvement, development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, dues and charges and other taxes required to be reported upon or paid to any Governmental Authority and all interest and penalties thereon. Time of Closing has the meaning given to it in Section Vessel has the meaning given to it in the recitals. ARTICLE II PURCHASE AND SALE OF SHARES; CLOSING; DISTRIBUTION OF PROCEEDS Section 2.01 Purchase and Sale of Shares. (a) Golar Energy agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from Golar Energy for $379,609,999 (the Khannur Corp Purchase Price ) and in accordance with and subject to the terms and conditions set forth in this Agreement, the Khannur Corp Shares. (b) Golar Energy agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from Golar Energy for $5,390,000 (the Golar Singapore Purchase Price ) and in accordance with and subject to the terms and conditions set forth in this Agreement, the Golar Singapore Shares. (c) Golar agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from Golar for $1 (the Gas Solutions Purchase Price ) and in accordance with and subject to the terms and conditions set forth in the Agreement, the Gas Solutions Shares. (d) Golar hereby assigns to the Partnership Golar s right to receive any and all payments with respect to the outstanding balance of the Gas Solutions Loan as of the date of this Agreement. 6

60 Section 2.02 Closing. On the terms and subject to the conditions of this Agreement, the sale and transfer of the Shares and payment of the Khannur Corp Purchase Price, the Golar Singapore Purchase Price and the Gas Solutions Purchase Price (together, the Purchase Price ) shall take place on July 31, 2012 or on such other date as may be agreed upon by the Sellers and the Buyer (the Time of Closing ). The sale and transfer of the Shares is hereinafter referred to as the Closing. Section 2.03 Place of Closing. The Closing shall occur at a place agreed upon by the Sellers and the Buyer. Section 2.04 Funding of Purchase Price for the Shares; Purchase Price Adjustments. (a) At or prior to the Time of Closing, the Partnership shall enter into a term loan agreement with Golar, as the lender (the Loan Agreement ), pursuant to which the Partnership shall borrow from Golar on the Closing Date, $175 million. The Loan Agreement shall be in substantially the form attached to this Agreement as Exhibit I hereto. (b) Immediately prior to the Time of Closing, the Partnership shall contribute an amount of cash equal to the Purchase Price to the Buyer (the Pre-Closing Contribution ), and the Buyer shall accept the Pre-Closing Contribution as a contribution to Buyer s capital. (c) Within 30 days following the Closing Date, the Buyer and the Sellers shall agree upon certain post-closing adjustments to the Purchase Price to reflect each Party s pro rata portion of amounts in respect of charter hire and vessel operating expenses for the period from July 1, 2012 through July 31, 2012 (collectively, the Purchase Price Adjustments ). (d) Within 45 days following the Closing Date, the Sellers or the Buyer, as applicable, shall pay to the other Party an amount, in cash, equal to the aggregate of all Purchase Price Adjustments pursuant to Section 2.04(c). Section 2.05 Distribution After the Closing. Immediately after the Time of Closing, Golar Energy shall, subject to Applicable Law and receipt of the Khannur Corp Purchase Price and the Golar Singapore Purchase Price, pay a dividend to Golar in an amount equal to the sum of such purchase prices. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE PARTNERSHIP The Buyer and the Partnership represent and warrant to the Sellers that as of the date hereof and on the Closing Date: Section 3.01 Organization; Good Standing and Authority. The Buyer has been duly formed and is validly existing in good standing under the laws of the Republic of the Marshall Islands and has all requisite limited liability company power and authority to operate its assets and conduct its business as it is now being conducted. The Partnership has been duly formed and is validly existing in good standing under the laws of the Republic of the Marshall Islands and has all requisite limited partnership power and authority to operate its assets and conduct its 7

61 business as it is now being conducted. No Insolvency Event has occurred with respect to the Buyer or the Partnership, and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event. Section 3.02 Authorization, Execution and Delivery of this Agreement. Each of the Buyer and the Partnership has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Buyer or the Partnership pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on its part, and this Agreement has been duly executed and delivered by the Buyer and the Partnership and constitutes a legal, valid and binding obligation of each of the Buyer and the Partnership, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court. Section 3.03 No Conflicts. The execution, delivery and performance by each of the Partnership and the Buyer of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) such Party s certificate of formation, certificate of limited partnership, limited liability company agreement, limited partnership agreement or other organizational documents, as applicable; (ii) any Encumbrance, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which such Party is a party or is subject or by which any of its assets or properties may be bound; or (iii) any Applicable Laws. Section 3.04 No Consents. Except as have already been obtained or that will be obtained prior to the Time of Closing, no consent, permit, approval or authorization of, notice or declaration to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, is required in connection with the execution and delivery by it of this Agreement or the consummation by the Buyer or the Partnership of the transactions contemplated hereunder other than the valid stamping of the stock transfer forms in respect of the Golar Singapore Shares, the delivery of which will be completed promptly following Closing., and the delivery of the appropriate share transfer documents to Khannur Corp, Golar Singapore and Gas Solutions, as applicable. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers represent and warrant to the Partnership and the Buyer that as of the date hereof and on the Closing Date: Section 4.01 Organization; Good Standing and Authority. Golar has been duly incorporated and is validly existing and in good standing under the laws of Bermuda and has all requisite corporate capacity to operate its assets and conduct its business as described in the

62 Act Filings. Golar Energy has been duly incorporated and is validly existing in good standing under the laws of Bermuda and has all requisite corporate capacity to operate its assets and conduct its business. No Insolvency Event has occurred with respect to either of the Sellers and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event. Section 4.02 Authority and Authorization; Execution and Delivery of this Agreement. Each of the Sellers has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Sellers pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on their part, and this Agreement has been duly executed and delivered by either of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court. Section 4.03 No Conflicts. The execution, delivery and performance by each Seller of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) such Seller s articles of association, articles of incorporation or by-laws or other organizational documents; (ii) any Encumbrance, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which such Seller is a party or is subject or by which any of its assets or properties may be bound; or (iii) any Applicable Laws. Section 4.04 No Consents. Except as have already been obtained or that will be obtained prior to the Time of Closing, no consent, permit, approval or authorization of, notice or declaration to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, is required in connection with the execution and delivery by it of this Agreement or the consummation by the Seller of the transactions contemplated hereunder. Section 4.05 Legal and Beneficial Title to Shares; No Encumbrances. As of the date hereof, Golar Energy is the record owner of the Khannur Corp Shares and the registered owner of the Golar Singapore Shares and has legal and beneficial title to the Khannur Corp Shares and the Golar Singapore Shares, free and clear of any and all Encumbrances and, upon (i) conveyance on the Closing Date of the share certificates representing all of the issued and outstanding Khannur Corp Shares with a duly executed stock power and the Golar Singapore Shares with a duly executed shares transfer form and and upon the valid stamping of the shares transfer forms relating to the Golar Singapore Shares and (ii) the updating of the share registers of Khannur Corp and Golar Singapore, the Buyer will receive, legal title to the Khannur Corp Shares and the Golar Singapore Shares, free and clear of any and all Encumbrances. As of the date hereof, Golar is the record owner of the Gas Solutions Shares and has legal and beneficial title to the Gas Solutions Shares, free and clear of any and all Encumbrances and, upon (i) conveyance on the Closing Date of the share certificates representing all of the issued and 9

63 outstanding Gas Solutions Shares with a duly executed stock power, and (ii) the updating of the share register of Gas Solutions, the Buyer will receive legal title to the Gas Solutions Shares, free and clear of any and all Encumbrances. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING THE SUBSIDIARIES The Sellers represent and warrant to the Partnership and the Buyer that as of the date hereof and on the Closing Date: Section 5.01 Organization; Good Standing and Authority. Khannur Corp has been duly incorporated and is validly existing in good standing under the laws of the Republic of the Marshall Islands and has all requisite corporate power and authority to own and operate its assets and conduct its business. Golar Singapore has been duly incorporated and is validly existing under the laws of Singapore and has all requisite corporate power and authority to own and operate its assets and conduct its business. Gas Solutions has been duly incorporated and is validly existing in good standing under the laws of the Republic of the Marshall Islands and has all requisite corporate power and authority to own and operate its assets and conduct its business. PTGI has been duly incorporated and is validly existing in good standing under the laws of Indonesia and has all requisite corporate power and authority to own and operate its assets and conduct its business. No Insolvency Event has occurred with respect to any Subsidiary and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event. Each Subsidiary is qualified to do business, is in good standing and has all required and appropriate licenses and authorizations in each jurisdiction in which its failure to obtain or maintain such qualification, good standing, licensing or authorization would have a material adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of such Subsidiary. Section 5.02 Capitalization; No Options. The Khannur Corp Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Khannur Corp (the Khannur Corp Organizational Documents ) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Khannur Corp. The Golar Singapore Shares have been properly allotted and validly issued in accordance with the articles of association or other organizational documents of Golar Singapore (the Golar Singapore Organizational Documents ) and are fully paid and constitute the total issued share capital of Golar Singapore. The Gas Solutions Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Gas Solutions (the Gas Solutions Organizational Documents ) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Gas Solutions. The Class B Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of PTGI (the PTGI Organizational Documents and, together with the Khannur Corp Organizational Documents, the Golar Singapore Organizational Documents and the Gas Solutions Organizational Documents, the Organizational Documents ) and are fully paid and constitute 49% of the total authorized, issued and outstanding capital stock of PTGI. 10

64 PSU owns 100% of the issued and outstanding Class A Shares which constitute 51% of the total authorized, issued and outstanding capital stock of PTGI. Other than as set forth in the Deed of Pledge of Shares, there are not outstanding (i) any options, warrants or other rights to purchase any capital stock or share capital of any of the Subsidiaries, (ii) any securities convertible into or exchangeable for shares of such capital stock or share capital or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or share capital or options, warrants or other securities of any of the Subsidiaries. Section 5.03 Organizational Documents. The Sellers have supplied to the Buyer true and correct copies of the Organizational Documents, as amended to the Closing Date, and no amendments will be made to the Organizational Documents prior to the Closing Date without the prior written consent of the Buyer (such consent not to be unreasonably withheld). Section 5.04 Validity of Certain Agreements. The Sellers have supplied to the Buyer true and correct copies of the Charter, the Novation Agreement, the PSU Loan Agreement, the PTGI Shareholders Agreement, the Deed of Pledge of Shares, the Assignment of Dividends Agreement, the Seller s Credit and any related documents, as amended to the Closing Date (together, the Contracts ). The Contracts were each duly authorized, executed and delivered by the Sellers or the Subsidiaries party thereto, as applicable, are valid and binding agreements of the Sellers or the Subsidiaries party thereto, as applicable, enforceable against such parties in accordance with their terms, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court, and, to the knowledge of the Sellers, each of the Contracts is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court. Section 5.05 No Conflicts. The execution, delivery and performance of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) the Organizational Documents; (ii) any Encumbrance, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which the any of the Subsidiaries is a party or is subject or by which any of their assets or properties may be bound; (iii) any Applicable Laws; or (iv) give any other party thereto a right to terminate any agreement or other instrument to which any of the Subsidiaries is a party or by which any of them is bound including, without limitation, the Contracts. Section 5.06 Title to Vessel; Encumbrances. PTGI has, and at the Time of Closing will have, good and marketable title to the Vessel, free and clear of any and all Encumbrances. 11

65 Section 5.07 Litigation. (a) There is no action, suit or proceeding to which any of the Subsidiaries is a party (either as a plaintiff or defendant) pending before any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against any of the Subsidiaries; and, to the best knowledge of the Sellers, there is no basis for any such action, suit or proceeding; (b) None of the Subsidiaries has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of such Subsidiary; and (c) There is not in existence any order, judgment or decree of any court or other tribunal or other agency enjoining or requiring any of the Subsidiaries to take any action of any kind with respect to its business, assets or properties. Section 5.08 Indebtedness to and from Officers, etc. None of the Subsidiaries will be indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of any of the Sellers or any spouse, child, or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to any of the Subsidiaries. Section 5.09 Personnel. None of the Subsidiaries has any employees other than the crew serving on board the Vessel, to the extent such crew members are not directly employed by the Manager. Section 5.10 Contracts and Material Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries is a party or by which any of their assets are bound, including the Contracts (the Material Agreements ), have been disclosed to the Buyer. No other contracts will be entered into by any of the Subsidiaries prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Material Agreements is a valid and binding agreement of the applicable Subsidiary enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court, and to the knowledge of the Sellers, each of the Material Agreements is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries has fulfilled all material obligations required pursuant to its Material Agreements to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any Subsidiary under any of the Material Agreements, or to the knowledge of the Sellers, on the part of any other party 12

66 thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary under any of the Material Agreements nor, to the knowledge of the Sellers, has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Material Agreements. Section 5.11 Compliance with Law. The conduct of business by any of the Subsidiaries or the Vessel on the date hereof does not violate any Applicable Laws (including, but not limited to, any of the foregoing relating to employment discrimination, environmental protection or conservation, and the provisions of all international conventions and the rules and regulations issued thereunder applicable to the Vessel), the enforcement of which would materially and adversely affect the business, assets, condition (financial or otherwise) or prospects of the Subsidiaries taken as a whole, nor have the any of the Subsidiaries received any notice of any such violation. Section 5.12 No Undisclosed Liabilities. Neither the Subsidiaries nor the Vessel has any Encumbrances, or other liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation), except for such liabilities or obligations arising under the Charter and other than the Encumbrances or other liabilities or obligations appearing in the ship registry of the Vessel. Section 5.13 Disclosure of Information. The Sellers have disclosed to the Buyer all material information on, and about, the Subsidiaries and the Vessel and all such information is true, accurate and not misleading in any material respect. Nothing has been withheld from any materials provided by the Sellers to the Buyer in connection with the transactions contemplated by this Agreement that would render such information untrue or misleading. Section 5.14 Insurance. The insurance policies relating to the Vessel are set forth on Schedule A hereto, each of which is in full force and effect and, to the knowledge of the Sellers, not subject to being voided or terminated for any reason. Section 5.15 U.S. Tax Classification. Each Subsidiary is or prior to Closing will be classified for United States federal income tax purposes as an entity disregarded as separate from Seller pursuant to Treas. Reg. Sections and Neither Golar, Golar Energy nor any of the Subsidiaries will take any action to change the U.S. federal income tax classification of any of the Subsidiaries. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING THE VESSEL The Sellers represent and warrant to the Partnership and the Buyer that on the date hereof and on the Closing Date: 13

67 Section 6.01 Flag. The Vessel is properly registered in the name of PTGI under and pursuant to the flag and law of The Republic of Indonesia and all fees due and payable in connection with such registration have been paid. Section 6.02 Classification. The Vessel is entered with Det Norske Veritas and PT Biro Klasifikasi Indonesia Persero. The Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society. Section 6.03 Maintenance. The Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, is in good operating order, condition and repair and is seaworthy and all repairs made to the Vessel during the last two years and all known scheduled repairs due to be made and all known deficiencies have been disclosed to the Buyer. Section 6.04 Liens. The Vessel is not (i) under arrest or otherwise detained, (ii) other than in the ordinary course of business, in the possession of any Person (other than her master and crew) or (iii) subject to a possessory lien. Section 6.05 Safety. The Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of The Republic of Indonesia or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations. Section 6.06 or in respect of the Vessel. No Blacklisting or Boycotts. No blacklisting or boycotting of any type has been applied or currently exists against Section 6.07 No Options. Other than as set forth in Article 43 of the Charter, there are not outstanding any options or other rights to purchase the Vessel. Section 6.08 Solvency of Performance Guarantor. No event of insolvency has occurred with respect to Golar Energy that would prevent Golar Energy from performing its duties under the Indonesian Owner Guarantee, dated April 12, 2012 between Golar Energy and the Charterer (the Indonesian Owner Guarantee ). ARTICLE VII PRE-CLOSING MATTERS AND COVENANTS Section 7.01 Covenants of the Sellers Prior to the Closing. From the date of this Agreement to the Closing Date, each of the Sellers shall cause the Subsidiaries to conduct their businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. Neither of the Sellers shall and/or permit the Subsidiaries to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. In addition, each of the Sellers hereby agrees and covenants that it: 14

68 (a) shall cooperate with the Buyer and the Partnership and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the Buyer and the Partnership in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate the Charter or any of the other Material Agreements prior to the Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Charter, if any, and in the case of a default by another party thereto, it shall forthwith advise the Buyer of such default and shall, if requested by the Buyer, enforce all of its rights under the Charter in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel; and (h) shall permit representatives of the Buyer and the Partnership to make, prior to the Closing Date, at the Buyer s risk and expense, such searches, surveys, tests and inspections of the Vessel as the Buyer and the Partnership may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of the Seller or the Charterer thereon and that the Buyer shall furnish the Seller with evidence that the Buyer has adequate liability insurance in full force and effect. Section 7.02 Covenants of the Buyer and the Partnership Prior to the Closing. The Buyer and the Partnership hereby agree and covenant that during the period of time after the date of the Agreement and prior to the Closing Date, the Buyer and the Partnership shall, in respect of the Shares to be transferred on the Closing Date, take, or cause to be taken, all necessary limited liability company or partnership action, steps and proceedings to approve or authorize validly 15

69 and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby. Section 7.03 Covenant of Golar After the Closing. Until such time as the Guaranteed Obligations are discharged, Golar will maintain, or cause to be maintained, at all times, the solvency of Golar Energy. ARTICLE VIII CONDITIONS OF CLOSING Section 8.01 Conditions of the Parties. The obligation of the Sellers to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; and (c) Golar and the Partnership shall have entered into the Loan Agreement. Section 8.02 Conditions of the Sellers. The obligation of the Sellers to sell the Shares is subject to the satisfaction (or waiver by the Sellers) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Buyer and the Partnership made in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Buyer and the Partnership shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer and the Partnership by the Closing Date; and (c) All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Sellers and their counsel, and the Sellers shall have received copies of all such documents and other evidence as they may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith. 16

70 Section 8.03 Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Sellers in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Sellers by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) expenses; and The Buyer shall have obtained the funds necessary to consummate the purchase of the Shares, and to pay all related fees and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith. ARTICLE IX TERMINATION, AMENDMENT AND WAIVER Section 9.01 Termination of Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the purchase and sale of the Shares contemplated by this Agreement abandoned at any time prior to the Closing: (a) by mutual written consent of the Sellers and the Buyer; (b) by the Sellers if any of the conditions set forth in Section 8.01 and Section 8.02 shall have become incapable of fulfillment, and shall not have been waived by the Seller; or (c) by the Buyer if any of the conditions set forth in Section 8.01 and Section 8.03 shall have become incapable of fulfillment, and shall not have been waived by the Buyer; provided, however, that the Party seeking termination pursuant to clause (b) or (c) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 9.02 Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each Party hereto. By an instrument in writing the Buyer, on the one hand, or the Seller, on the other hand, may waive compliance by the other 17

71 with any term or provision of this Agreement that such other Party was or is obligated to comply with or perform. ARTICLE X INDEMNIFICATION Section Indemnity by the Sellers. Following the Closing, the Sellers shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless the Partnership, the Buyer and each of their respective officers, directors, employees, agents and representatives (the Buyer Indemnitees ) from and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, either Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by either Seller; (b) any fees, expenses or other payments incurred or owed by the Sellers to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Conditions (as such term is defined in the Charter) not being satisfied; (d) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs associated with the Acceptance Tests (as such term is defined in the Charter); and (e) any Losses, suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages for periods prior to the Closing; and (f) any Losses, suffered or incurred by such Buyer Indemnitee after the Closing that are characterized as capital costs. Section Indemnity by the Buyer. Following the Closing, the Buyer shall indemnify the Sellers and their affiliates and each of their respective officers, directors, employees, agents and representatives (the Seller Indemnitees ) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer. Section Indemnity under the Omnibus Agreement. Notwithstanding any provision herein to the contrary, Golar Energy shall provide the indemnification to the Buyer Indemnitees as provided in Section 7.2(c)(ii) of the Omnibus Agreement. 18

72 ARTICLE XI SATISFACTION OF CERTAIN INTERCOMPANY BALANCES Section Golar Receivables. Golar hereby acknowledges that, upon receipt of the Gas Solutions Purchase Price, all amounts payable to Golar by Khannur Corp, Gas Solutions, Golar Singapore and PTGI will be extinguished. Section Golar Energy Receivables. Golar Energy hereby acknowledges that, upon receipt of the Khannur Corp Purchase Price and the Golar Singapore Purchase Price, all amounts payable to Golar Energy by Khannur Corp, Golar Singapore and PTGI will be extinguished. ARTICLE XII MISCELLANEOUS Section Further Assurances. From time to time after the date of this Agreement, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with Applicable Law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests distributed, contributed and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement. Section Powers of Attorney. (a) Golar hereby constitutes and appoints Georgina Sousa, Brian Tienzo or Osman Ilyas (the Golar Attorney-in-Fact ) as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Golar and its successors and assigns, and for the benefit of the Golar Attorney-in-Fact to demand and receive from time to time the Shares conveyed by this Agreement (or intended so to be) and to execute in the name of Golar and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of Golar for the benefit of the Golar Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Golar Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the Shares, (ii) defend and compromise any and all actions, suits or proceedings in respect of the Shares, and (iii) do any and all such acts and things in furtherance of this Agreement as the Golar Attorney-in-Fact shall deem advisable. Golar hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of Golar or its successors or assigns or by operation of law. 19

73 (b) The Partnership hereby constitutes and appoints Georgina Sousa (the Partnership Attorney-in-Fact ) as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of the Partnership and its successors and assigns, and for the benefit of the Partnership Attorney-in-Fact to demand and receive from time to time the Shares conveyed by this Agreement (or intended so to be) and to execute in the name of the Partnership and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of the Partnership for the benefit of the Partnership Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Partnership Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the Shares, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the Shares, and (iii) do any and all such acts and things in furtherance of this Agreement as the Partnership Attorney-in-Fact shall deem advisable. The Partnership hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of the Partnership or its successors or assigns or by operation of law. (c) The Buyer hereby constitutes and appoints Georgina Sousa (the Buyer Attorney-in-Fact ) as its true and lawful attorneyin-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of the Buyer and its successors and assigns, and for the benefit of the Buyer Attorney-in-Fact to demand and receive from time to time the Shares conveyed by this Agreement (or intended so to be) and to execute in the name of the Buyer and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of the Buyer for the benefit of the Buyer Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Buyer Attorney-in-Fact may deem proper in order to (a) collect, assert or enforce any claims, rights or titles of any kind in and to the Shares, (b) defend and compromise any and all actions, suits or proceedings in respect of any of the Shares, and (c) do any and all such acts and things in furtherance of this Agreement as the Buyer Attorney-in-Fact shall deem advisable. The Buyer hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of the Buyer or its successors or assigns or by operation of law. (d) Golar Energy hereby constitutes and appoints Roger Swan or Blake Blackwell (the Golar Energy Attorney-in-Fact ) as its true and lawful attorney in fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Golar Energy and its successors and assigns, and for the benefit of the Golar Energy Attorney-in-Fact to demand and receive from time to time the Shares conveyed by this Agreement (or intended so to be) and to execute in the name of Golar Energy and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of Golar Energy for the benefit of the Golar Energy Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Golar Energy Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the Shares, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the Shares, and (iii) do any and all such acts and things in furtherance of this Agreement as the Golar Energy Attorney-in-Fact shall deem advisable. Golar Energy hereby declares that the appointment hereby made and the powers 20

74 hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of Golar Energy or its successors or assigns or by operation of law. Section Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words hereof, herein and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word including following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as without limitation, but not limited to, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Section No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement. Section Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties hereto. Section Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Shares are located, shall apply. Section Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement. 21

75 Section Integration. This Agreement, the Schedules hereto and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement, the Schedules hereto and the instruments referenced herein contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the date of this Agreement. Section No Broker s Fees. No one is entitled to receive any finder s fee, brokerage, or other commission in connection with the purchase of the Shares or the consummation of the transactions contemplated by this Agreement. Section Notices. All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient s normal business hours, or at the beginning of the recipient s next business day after receipt if not received during the recipient s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party s signature to this Agreement, or at such other address as such Party may stipulate to the other Party in the manner provided in this Section [ SIGNATURE PAGE FOLLOWS. ] 22

76 IN WITNESS HEREOF, each of the Parties hereto has caused this Agreement to be signed as of the date first above written. GOLAR LNG LIMITED By: /s/ Georgina Sousa Name: Georgina Sousa Title: Secretary Address for Notice: Par-la-Ville Place, 14 Par-la-Ville Road Hamilton, HM08 Bermuda Phone Fax: Attention: GOLAR LNG ENERGY LIMITED By: /s/ Georgina Sousa Name: Georgina Sousa Title: Secretary Address for Notice: Par-la-Ville Place, 14 Par-la-Ville Road Hamilton, HM08 Bermuda Phone Fax: Attention: GOLAR LNG PARTNERS LP By: /s/ Graham Robjohns Name: Graham Robjohns Title: Principal Executive Officer 23

77 Address for Notice: c/o Golar Management Limited 13 th Floor One America Square 17 Crosswall London EC3N 2LB England Phone Fax: Attention: GOLAR PARTNERS OPERATING LLC By: Golar LNG Partners LP, its sole member By: /s/ Graham Robjohns Name: Graham Robjohns Title: Principal Executive Officer 24 Address for Notice: c/o Golar Management Limited 13 th Floor One America Square 17 Crosswall London EC3N 2LB England Phone Fax: Attention:

78 SCHEDULE A INSURANCE Nusantara Regas Satu - Insurance Schedule Vessel Hull Value Hull Int. Insured Value Freight Int. Insured Value War Risks Insured Value Loss of Hire Daily Amount No of days Deductible Sum Insured Nusantara Regas Satu (FSRU) 214,000,000 53,000,000 53,000, ,000, , days 30 days 35,520,000

79 Golar LNG Limited Interest: Share Company Expiry 0 Hull & Machinery: 22.50% Gard AS 10th July 2012 Market I Upfront PB/CC 12,5% if LR < 25%, 7,5% of LR < 40%, 5% if LR<60% 5.00% Codan Forsikring AS 10th July % HDI Gerling 10th July % Swedish Club 10th July % Lloyds and London cos 10th July 2012 Market II PB/CC 15% if LR < 25%, 7,5% of LR < 40%, 5% if LR<60% 7.50% Mitsui Sumitomo Insurance Company 10th July 2012 Market III Upfront PB/CC 15% if LR < 50% 6.00% Navigators Insurance Co., 10th July 2012 Market IV Upfront PB/CC 15% if LR < 40%, 2.50% New York Marine & General 10th July 2012 Insurance Co % Allianz M&A France 10th July 2012 Market V Upfront PB/CC 17,5% if LR < 50% % Hull Interest / 25.00% Gard AS 10th July 2012 Market I Freight Interest 12.50% Codan Forsikring AS 10th July % New York Marine & General 10th July 2012 Insurance Co % Allianz M&A France 10th July 2012 Market II 50.00% Lloyds Underwriters, London 10th July 2012 Market III % Loss of Hire 60.00% Gard AS 10th July 2012 Market I Upfront PB/CC 10% if LR < 25% 10.00% Codan Forsikring AS 10th July % New York Marine & General 10th July 2012 Insurance Co % Swedish Club 10th July 2012 Market II Upfront PB/CC 10% if LR < 25% 5.00% Allianz M&A France 10th July 2012 Market III Upfront PB/CC 17,5% if LR < 50% % LoH Deductible days* War Risks % The Norwegian War Risks Club 31st Dec 2012 FSRU Trading vessels P&I and FDD Skuld / Gard 20th Feb /180/180 14(30)/180/180 P&I deductible Gard Skuld Crew 10,000 7,500 Crew, Scandinavian and Spanish 10,000 10,000 Cargo 100, ,000 General Average 10,000 15,000 Collission 40,000 40,000 All other P&I 10,000 15,000 CGL (Spirit and Winter) 100,000 ECL (Freeze) 25,000 FDD 2,500 7,500 (25% of total costs, but minimum as stated) LOH Deductible* The (30) days deductible under LOH is for Machinery Damage And Tank Related Damages to vessels with membrane type design

80

81 Additional Covers: Golar Frost Ext crew cover - USD based on 5 persons as per 20th Feb 2012

82 EXHIBIT I FORM OF LOAN AGREEMENT Exhibit I Date July 2012 GOLAR LNG LIMITED as Lender -and- GOLAR LNG PARTNERS L.P. as Borrower LOAN AGREEMENT relating to term loan facility of up to US$175,000,000 Watson, Farley & Williams London I-1

83 INDEX Clause Page 1 INTERPRETATION 1 2 FACILITY 2 3 DRAWDOWN 2 4 INTEREST AND DEFAULT INTEREST 2 5 REPAYMENT, PREPAYMENT AND CANCELLATION 3 6 CONDITION PRECEDENT 3 7 REPRESENTATIONS AND WARRANTIES 3 8 UNDERTAKINGS 4 9 PAYMENTS AND CALCULATIONS 4 10 EVENTS OF DEFAULT 4 11 COSTS 6 12 INDEMNITIES 6 13 NO SET-OFF OR TAX DEDUCTION 6 14 ILLEGALITY 7 15 TRANSFERS 7 16 NOTICES 8 17 SUPPLEMENTAL 9 18 LAW AND JURISDICTION 9 SCHEDULE 1 DRAWDOWN NOTICE 11 EXECUTION PAGE 12

84 THIS AGREEMENT is made on July 2012 BETWEEN (1) GOLAR LNG LIMITED, a company incorporated in Bermuda whose registered office is at 14 Par La Ville Place, Par La Ville Road, Hamilton, Bermuda (the Lender ); and (2) GOLAR LNG PARTNERS L.P., a limited partnership formed in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Borrower). IT IS AGREED as follows: 1 INTERPRETATION 1.1 Definitions. In this Agreement: Availability Period means the period commencing on the date of this Agreement and ending on: (a) (b) 31 July 2012 or such later date as the Lender may agree; or if earlier, the Drawdown Date or the date on which the Lender s obligation to make the Loan is cancelled or terminated; Business Day means a day on which banks are open in London and, in respect of a day on which a payment is required to be made under this Agreement, also in New York City; Dollars and $ means the lawful currency for the time being of the United States of America; Drawdown Date means the date requested by the Borrower for the Loan to be made, or (as the context requires) the date on which the Loan is actually made; Drawdown Notice means a notice in the form set out in Schedule 1 (or in any other form approved by the Lender); Event of Default means any of the events or circumstances described in Clause 10.1; Loan means the principal amount for the time being outstanding under this Agreement; Nordea Facility Agreement means the facility agreement dated 29 September 2008 (as amended and supplemented to date) and made between (i) the Borrower as borrower, (ii) the banks and financial institutions listed in Schedule 1 thereto as lenders, (iii) Nordea Bank Norge ASA, DNB Bank ASA (formerly DnB NOR Bank ASA), Citigroup Global Markets Limited, BNP Paribas and Lloyds TSB Bank plc as lead arrangers, (iv) Nordea Bank Finland plc, DNB Bank ASA (formerly DnB NOR Bank ASA), Citibank N.A., BNP Paribas and Lloyds TSB Bank plc as swap banks, (v) Nordea Bank Norge ASA as facility agent (the Facility Agent ), (vi) Nordea Bank Norge ASA as security agent and (vii) Citigroup Global Markets Limited as bookrunner, in respect of a loan facility to the Borrower of up to US$285,000,000; and Repayment Date means the date on which the Loan is to be repaid in accordance with Clause Clause references. References in this Agreement to Clauses are, unless otherwise specified, references to clauses of this Agreement.

85 1.3 References to persons. References to person or persons or to words importing persons include, without limitation, individuals, firms, corporations, government agencies, committees, departments, authorities and other bodies, incorporated or unincorporated, whether having distinct legal personality or not. 1.4 Clause headings. Clause headings are for ease of reference only. 2 FACILITY 2.1 Amount of facility. Subject to the other provisions of this Agreement, the Lender shall make a loan facility not exceeding $175,000,000 available to the Borrower. 2.2 Purpose of facility. The Borrower undertakes to use the Loan to finance the purchase by it of all of the shares in Golar LNG (Singapore) Pte. Ltd., Golar Khannur Corporation and Gas Solutions Corp. and for general working capital requirements. 3 DRAWDOWN 3.1 Request for advance of Loan. Subject to the following conditions, the Borrower may request the Loan to be made by ensuring that the Lender receives a completed Drawdown Notice not later than a.m. (London time) 1 Business Day prior to the intended Drawdown Date. 3.2 Availability. The conditions referred to in Clause 3.1 are that: (a) a Drawdown Date has to be a Business Day during the Availability Period; and (b) the amount of the Loan shall not exceed $175,000, Drawdown Notice irrevocable. A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender. 3.4 Disbursement of Loan. Subject to the provisions of this Agreement, the Lender shall on the Drawdown Date make the Loan to the Borrower; and payment to the Borrower shall be made to the account which the Borrower specifies in the Drawdown Notice. 4 INTEREST AND DEFAULT INTEREST 4.1 Interest. The Borrower shall pay interest on the amount of the Loan at a fixed rate of 6.75 per cent. per annum (accruing daily) payable quarterly in arrears from the Drawdown Date until and including the Repayment Date. 4.2 Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance with the following provisions of this Clause 4 on any amount payable by the Borrower under this Agreement which the Lender does not receive on or before the Repayment Date or, if payable on demand, the date on which the demand is served or, if immediately due and payable under this Agreement, the date on which it became immediately due and payable. 4.3 Default rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate of 2 per cent. per annum. 4.4 Payment of accrued default interest. Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined. 2

86 4.5 Compounding of default interest. Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded. 5 REPAYMENT, PREPAYMENT AND CANCELLATION 5.1 Repayment of Loan. The Borrower shall repay the Loan in full together with any other sums owing by the Borrower to the Lender under, or in respect of, this Agreement on the date falling 3 years after the Drawdown Date. 5.2 Voluntary prepayment. The Borrower may prepay the whole or part only of the Loan on giving at least 10 days prior written notice to the Lender. 5.3 Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Lender and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice. 5.4 Mandatory prepayment. The Borrower shall be obliged to prepay the whole of the Loan if, after it has directly or indirectly become the legal and/or beneficial owner of m.v. Nusantara Regas Satu (ex- Khannur ), it enters into another acquisition with the Lender or with any other party on or before the date such acquisition is completed, unless the Lender agrees at such time to refinance the Loan on such terms and subject to such conditions as the Lender may agree with the Borrower acting in good faith. 5.5 Amounts payable on prepayment. A prepayment shall be made together with any amount payable under this Agreement in respect of the amount prepaid. 5.6 No reborrowing. No amount prepaid may be reborrowed. 6 CONDITION PRECEDENT 6.1 Condition. The Lender s obligation to make the Loan is subject to the condition that, on the Drawdown Date, but prior to the making of the Loan, no Event of Default has occurred and is continuing or would result from the borrowing of the Loan. 7 REPRESENTATIONS AND WARRANTIES 7.1 Borrower s representations and warranties. The Borrower represents and warrants to the Lender that the following statements are, at the date hereof, true and accurate: (a) (b) it is duly formed with limited liability under the laws of the Republic of the Marshall Islands and has full power and authority to enter into and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement: (i) (ii) have been duly authorised by all necessary corporate action on its part; and do not contravene any applicable law, regulation or order binding on it or any of its assets or its constitutional documents; (c) (d) the execution, delivery and performance by it of this Agreement does not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any relevant governmental authority or agency, except such as have been obtained and are in full force and effect; and this Agreement constitutes its legal, valid and binding obligations. 3

87 7.2 Survival of representations and warranties. The representations and warranties given in this Clause 7 shall survive the execution of this Agreement. 8 UNDERTAKINGS 8.1 General. The Borrower undertakes with the Lender to comply with the following provisions of this Clause 8 at all times whilst it has any outstanding obligations or liabilities under this Agreement, except as the Lender may otherwise permit. 8.2 Notification of Event of Default. The Borrower will promptly inform the Lender of any event which constitutes or may constitute an Event of Default or which may adversely affect the Borrower s ability to perform its obligations under this Agreement. 8.3 Information. The Borrower will deliver to the Lender such financial or other information in respect of its business and financial status as the Lender may reasonably require including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements. 8.4 Financial covenants. The Borrower undertakes with the Lender to comply with the provisions of clause 8.4 of the Nordea Facility Agreement (as may be amended from time to time) as if those provisions (except for the last paragraph of clause 8.4.4) and the relevant definitions contained in clause 1 of the Nordea Facility Agreement (as may be amended from time to time) were set out herein in full, except references to the Creditors, the Facility Agent shall be to the Lender and with any other necessary consequential modifications, as such provisions may be amended upon review by the Facility Agent in accordance with the last paragraph of clause PAYMENTS AND CALCULATIONS 9.1 Currency and method of payments All payments to be made by the Borrower to the Lender under this Agreement shall be made to the Lender: (a) (b) (c) by not later than a.m. (New York City time) on the due date; in same day Dollar funds; and to such account of the Lender as the Lender may from time to time notify to the Borrower. 9.2 Payment on non-business Day. If any payment by the Borrower under this Agreement would otherwise fall due on a day which is not a Business Day: (a) (b) the due date shall be extended to the next succeeding Business Day; or if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day. 9.3 Basis for calculation of periodic payments. Interest and default interest shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year. 10 EVENTS OF DEFAULT 10.1 Events of Default. An Event of Default occurs if: (a) the Borrower fails to pay when due any sum payable under this Agreement unless such failure is due to a technical breakdown or communication error in which case the 4

88 Borrower shall rectify such non-payment within 3 Business Days of it having been notified of the missed payment by the Lender; or (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) any breach by the Borrower occurs of any provision of this Agreement (other than a breach covered by paragraph (a)) which, in the opinion of the Lender, is capable of remedy and which continues unremedied 10 Business Days after receipt by the Borrower of a written request from the Lender that the breach be remedied; or any information given by the Borrower to the Lender in relation to this Agreement proves to be misleading or materially inaccurate or incorrect when made; or any other loan, guarantee or other obligation of the Borrower exceeding $10,000,000 is declared (or is capable of being declared) by the relevant creditor or creditors due prematurely due to a default, to non-payment or any security in respect thereof becomes enforceable; or a lien, arrest, distress or similar event is levied upon or against any substantial part of the assets of the Borrower which is not discharged or disputed in good faith within 10 Business Days after the Borrower has become aware of the same; or a substantial part of the Borrower s business or assets is destroyed, abandoned, seized, appropriated or forfeited for any reason; or any order shall be made by any competent court or resolution passed by the Borrower for the appointment of a liquidator, administrator or receiver of, or for the winding-up of, the Borrower; or an encumbrancer takes possession of or a receiver is appointed of the whole or, in the opinion of the Lender, any material part of the assets of the Borrower or a distress, execution or other process is levied or enforced upon or sued out against the whole or, in the opinion of the Lender, a material part of the assets of the Borrower; or the Borrower shall stop payment or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent, or shall enter into any composition or other arrangement with its creditors generally; or any event shall occur which under the law of any jurisdiction to which the Borrower is subject has an effect equivalent or similar to any of the events referred to in Clause 10.1(g), (h) or (i); or the Borrower ceases or suspends or threatens to cease or suspend the carrying on of its business or a part of its business or disposes of or threatens to dispose of a substantial part of its business or assets which, in the opinion of the Lender, is material in the context of this Agreement; or it becomes unlawful for the Borrower to fulfil its obligations under this Agreement; or Golar GP LLC ceases to be the General Partner of the Borrower; or the constitutional documents of the Borrower are amended or varied in any way which is, in the reasonable opinion of the Lender, adverse to its interests in connection with this Agreement Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Default the Lender may: (a) serve on the Borrower a notice stating that all obligations of the Lender to the Borrower under this Agreement are cancelled; and/or 5

89 (b) (c) serve on the Borrower a notice stating that the Loan, any accrued interest and default interest, and all other amounts owing under this Agreement, are immediately due and payable or are due and payable on demand; and/or take any other action which, as a result of the Event of Default or any notice served under paragraph (a) or (b), the Lender is entitled to take under this Agreement or any applicable law Termination of obligations. On the service of a notice under Clause 10.2(a), all the obligations of the Lender to the Borrower under this Agreement shall terminate Acceleration of Loan. On the service of a notice under Clause 10.2(b), the Loan and all other amounts accrued or owing from the Borrower under this Agreement shall become immediately due and payable or, as the case may be, payable on demand. 11 COSTS 11.1 Costs. The Borrower shall pay all reasonable costs incurred by the Lender in connection with the preparation of this Agreement and any and all other costs incurred by the Lender in connection with the facility provided pursuant to this Agreement. 12 INDEMNITIES 12.1 Indemnities regarding the borrowing and repayment of Loan. The Borrower shall fully indemnify the Lender on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Lender, or which the Lender reasonably and with due diligence estimates that it will incur, as a result of or in connection with: (a) (b) (c) the Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender; the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the Repayment Date or other relevant date; any failure (for whatever reason) by the Borrower to make payment of any amount due under this Agreement on the due date or, if so payable, on demand; and (d) the occurrence of an Event of Default and/or the acceleration of repayment of the Loan under Clause 10, and in respect of any tax (other than tax on its overall net income) for which the Lender is liable in connection with any amount paid or payable to the Lender (whether for its own account or otherwise) under this Agreement Breakage costs. Without limiting its generality, Clause 12.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by the Lender in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of the Loan and/or any overdue amount (or an aggregate amount which includes the Loan or any overdue amount). 13 NO SET-OFF OR TAX DEDUCTION 13.1 No deductions. All amounts due from the Borrower under this Agreement shall be paid: (a) without any form of set-off, cross-claim or condition; and 6

90 (b) free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make Grossing-up for taxes. If the Borrower is required by law to make a tax deduction from any payment: (a) (b) (c) the Borrower shall notify the Lender as soon as it becomes aware of the requirement; the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Lender receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received Exclusion of tax on overall net income. In this Clause 13 tax deduction means any deduction or withholding for or on account of any present or future tax except tax on the Lender s overall net income. 14 ILLEGALITY 14.1 Illegality. This Clause 14 applies if the Lender notifies the Borrower that it has become, or will with effect from a specified date, become: (a) (b) unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or contrary to, or inconsistent with, any regulation, for the Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement Notification and effect of illegality. On the Lender notifying the Borrower under Clause 14.1, the Commitment shall terminate; and thereupon or, if later, on the date specified in the Lender s notice under Clause 14.1 as the date on which the notified event would become effective the Borrower shall prepay the Loan in full Mitigation. If circumstances arise which would result in a notification under Clause 14.1 then, without in any way limiting the rights of the Lender under Clause 14.2, the Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement to a subsidiary not affected by the circumstances but the Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might: (a) (b) (c) have an adverse effect on its business, operations or financial condition; or involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage. 15 TRANSFERS 15.1 No Transfers. Neither party may, without the consent of the other party, transfer any of its rights, liabilities or obligations under this Agreement. 7

91 16 NOTICES 16.1 General. Unless otherwise specifically provided, any notice under or in connection with this Agreement shall be given by letter or fax and shall be effective upon receipt; and references in this Agreement to written notices, notices in writing and notices signed by particular persons shall be construed accordingly Addresses for communications. A notice by letter or fax shall be sent: (a) to the Lender: Golar LNG Limited P O Box HM1593 Par La Ville Place, 4 Par La Ville Road Hamilton HM9X Bermuda th Floor Fax: Attention: The President with a copy to: Golar Management Ltd 13 th Floor, One America Square 17 Crosswall London EC3N 2LB Fax: +44(0) Attention: Chief Accounting Officer (b) to the Borrower: c/o Golar LNG Limited P O Box HM1593 Par La Ville Place, 4 th Floor Par La Ville Road Hamilton HM9X Bermuda Fax: Attention: The President with a copy to: Golar Management Ltd 13 th Floor, One America Square 17 Crosswall London EC3N 2LB Fax: +44(0) Attention: Chief Accounting Officer or to such other address as the relevant party may notify the other. 8

92 17 SUPPLEMENTAL 17.1 Rights cumulative. The rights and remedies which this Agreement gives to the Lender are: (a) (b) (c) cumulative; may be exercised as often as appears expedient; and shall not, unless explicitly and specifically stated so, be taken to exclude or limit any right or remedy conferred by any law Severability. If any provision of this Agreement is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Agreement Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 18 LAW AND JURISDICTION 18.1 English law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law Exclusive English jurisdiction. Subject to Clause 18.3, the courts of England shall have exclusive jurisdiction to settle any Dispute Choice of forum for the exclusive benefit of the Lender. Clause 18.2 is for the exclusive benefit of the Lender, which reserves the rights: (a) (b) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England. The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute Process agent. The Borrower irrevocably appoints Golar Management Ltd at its registered office for the time being, presently at 13 th Floor, One America Square, 17 Crosswall, London EC3N 2LB, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute Lender s rights unaffected. Nothing in this Clause 18 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction Meaning of proceedings. In this Clause 18, proceedings means proceedings of any kind, including an application for a provisional or protective measure and a Dispute means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement). 9

93 THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. 10

94 SCHEDULE 1 DRAWDOWN NOTICE To: Golar LNG Limited, 14 Par La Ville Place, Par La Ville Road, Hamilton, Bermuda Attention: The President Cc: Golar Management Ltd 13 th Floor, One America Square 17 Crosswall London EC3N 2LB Attention: Chief Accounting Officer [ ] We refer to the loan agreement (the Loan Agreement ) dated [ ] July 2012 and made between us as Borrower and you as Lender in connection with a term loan facility of up to US$175,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice. 2 We request to borrow as follows:- (a) Amount: US$175,000,000; (b) Drawdown Date: [ ]; (c) Payment instructions : account in our name and numbered [ ] with [ ] of [ ]. 3 We represent and warrant that no Event of Default or has occurred or will result from the borrowing of the Loan. 4 We confirm that we will indemnity you against any loss or expense which you may sustain or incur as a consequence of the Loan not being drawn, including but not limited to any loss or expenses incurred by you to fund the Loan. 5 This notice cannot be revoked without the prior consent of the Lender. Yours faithfully Name: Title: for and on behalf of GOLAR LNG PARTNERS L.P. 11

95 EXECUTION PAGE BORROWER SIGNED by ) ) for and on behalf of ) GOLAR LNG LIMITED ) in the presence of: ) LENDER SIGNED by ) ) for and on behalf of ) GOLAR LNG PARTNERS L.P. ) in the presence of: ) 12

96 Exhibit 99.1 GOLAR LNG PARTNERS ANNOUNCES FULL EXERCISE OF UNDERWRITERS OVER-ALLOTMENT OPTION, CLOSING OF PUBLIC OFFERING AND CLOSING OF PRIVATE PLACEMENT TO GOLAR LNG LIMITED Golar LNG Partners LP (NASDAQ: GMLP) (the Partnership ) announced today that its previously announced public offering (the Offering ) of 5,500,000 common units representing limited partner interests at $30.95 per common unit has closed. Additionally, the Underwriters have exercised in full their option to purchase an additional 825,000 common units in the Offering. The total number of common units sold in the Offering was therefore 6,325,000. Golar GP LLC, the Partnership s general partner, contributed approximately $4.6 million to the Partnership to maintain its 2.0% general partner interest in the Partnership. The Partnership also announced today that it has closed a private placement of 969,305 common units to Golar LNG Limited ( Golar LNG ) at a price of $30.95 per common unit. Immediately following the closing, the Partnership s parent, Golar LNG, owns 10,296,559 common units and 15,949,831 subordinated units, representing an approximate 55.5% limited partner interest, and a 2.0% general partner interest in the Partnership (through Golar LNG s ownership of the general partner). The Partnership expects to use the net proceeds from the Offering, the capital contribution by Golar GP LLC and the proceeds of the private placement to fund a portion of the purchase price for the previously-announced acquisition of ownership interests in the subsidiaries that own and operate the Nusantara Regas Satu and related mooring facilities (the NR Satu Acquisition ) from Golar LNG, as well as for general partnership purposes. If the NR Satu Acquisition does not close, the Partnership will use such proceeds for general partnership purposes. Citigroup, BofA Merrill Lynch, Morgan Stanley, Wells Fargo Securities and Goldman, Sachs & Co acted as joint book running managers in the Offering. UBS Investment Bank and RBC Capital Markets acted as senior co-managers. BNP Paribas and DNB Markets acted as junior comanagers. Copies of the prospectus supplement and accompanying base prospectus related to the Offering may be obtained from the offices of Citigroup, Attention: Prospectus Department, Brooklyn Army Terminal, th Street, 8 th Floor, Brooklyn, NY 11220, BATProspectusdept@citi.com, Telephone: ; BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, 7 th Floor, New York, NY 10038, dg.prospectus_requests@baml.com; Morgan Stanley, Attention: Prospectus Dept., 180 Varick Street, 2 nd Floor, New York, NY 10014, prospectus@morganstanley.com, Telephone: 1