EXMRF / Exmar NV - Depositi SEC, Relazione annuale, dichiarazione di delega

DEMAND NOTE $[ ],000,000 [ ], 2014

Exhibit 10.27 THIS DEMAND NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW. THIS DEMAND NOTE MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIFIED PURSUANT TO APPLICABLE STATE SECURITIES LAWS OR IF AN EXEMPTION

By e-mail and by post

Exhibit 8.3 By e-mail and by post Exmar Energy Partners LP Room 3206, 32nd Floor Lippo Center, Tower Two No 89 Queensway Hong Kong Xavier Gillot° Lawyer T +32 2 533 52 54 F +32 2 533 51 05 [email protected] Stibbe Central Plaza Rue de Loxum 25 / Loksumstraat 25 1000 Brussels Belgium www.stibbe.com Our ref. 2030794 Date 31 October 2014 Belgian tax opinion Dear Sir/Madam, We have acted as spe

[·], 2014 EXMAR NV as Lender EXMAR ENERGY PARTNERS L.P. as Borrower LOAN AGREEMENT relating to a US$20,000,000 revolving credit facility

Exhibit 10.28 [·], 2014 EXMAR NV as Lender -and- EXMAR ENERGY PARTNERS L.P. as Borrower LOAN AGREEMENT relating to a US$20,000,000 revolving credit facility INDEX Clause Page 1 INTERPRETATION 1 2 FACILITY 2 3 DRAWDOWN 2 4 DEFAULT INTEREST 3 5 REPAYMENT, PREPAYMENT AND CANCELLATION 3 6 CONDITIONS PRECEDENT 3 7 REPRESENTATIONS AND WARRANTIES 4 8 UNDERTAKINGS 4 9 PAYMENTS AND CALCULATIONS 4 10 EVENTS

LOAN AGREEMENT EXMAR ENERGY NETHERLANDS BV as the Lender EXPRESS NV as the Borrower Date : , 2014 Location: The Netherlands

Exhibit 10.36 LOAN AGREEMENT between EXMAR ENERGY NETHERLANDS BV as the Lender and EXPRESS NV as the Borrower Date : , 2014 Location: The Netherlands LOAN AGREEMENT This LOAN AGREEMENT (hereinafter “the Loan Agreement”) is dated 2014 and made between: (1) EXMAR ENERGY NETHERLANDS BV a limited liability company incorporated under the laws of the Netherlands, having its registered office at De Hees

CONTRIBUTION AGREEMENT Dated as of , 2014

Exhibit 10.1 CONTRIBUTION AGREEMENT Dated as of , 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 ARTICLE II THE OFFERING AND CONCURRENT TRANSACTIONS Section 2.1 Sale of the Operating Company 5 Section 2.2 The Offering 5 Section 2.3 Use of the IPO Proceeds 5 ARTICLE III DEFERRED ISSUANCE AND DISTRIBUTION Section 3.1 Deferred Issuance and Distribution 5 ARTICLE IV REPRESENTAT

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Exhibit 8.5 Exmar Energy Partners LP Room 3206, 32nd Floor Lippo Center, Tower Two 89 Queensway Hong Kong Attention: Mr Michel Rehim By e-mail Our Ref LTB: 272568 Lawyer Travis Benjamin Tel +852 2825 9645 Secretary Gina So Tel +852 2825 9456 E-mail [email protected] 31 October 2014 Dear Sirs, Exmar Energy Partners LP Form F-1 Registration Statement Hong Kong Tax Opinion Background We

SCHEDULE I (DEFINITIONS)

Exhibit 8.4 Exmar Energy Partners LP Room 3206, 32nd Floor Lippo Center, Tower Two No 89 Queensway Hong Kong Stibbe N.V. Advocaten en notarissen Strawinskylaan 2001 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123 www.stibbe.com Date [·] 2014 Exmar Energy Partners L.P. – SEC Exhibit 8.4 Dutch Legal Opinion Ladies and Gentlemen, (1) We have acted as special cou

Subsidiaries of Exmar Energy Partners LP

EXHIBIT 21.1 Subsidiaries of Exmar Energy Partners LP Subsidiary Ownership Interest Jurisdiction of Formation Exmar Energy Hong Kong Ltd 100 % Hong Kong Solaia Shipping L.L.C. 50 % Liberia Excelerate NV 50 % Belgium Excelsior BVBA 50 % Belgium Explorer NV 50 % Belgium Express NV 50 % Belgium Exmar Energy Netherlands BV 100 % Netherlands

PART II “SHIPMAN 98” Standard Ship Management Agreement

Exhibit 10.22 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). 1. Date of Agreement 6th January 2005 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

PURCHASE OPTION AGREEMENT in respect of LNG/C “EXCALIBUR”

Exhibit 10.20 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). PURCHASE OPTION AGREEMENT in respect of LNG/C “EXCALIBUR” This Purchase Option Agreement is

EXMRF / Exmar S.A. F-1/A - - F-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of contents Table of Contents As filed with the Securities and Exchange Commission on November 3, 2014 Registration No.

LOAN AGREEMENT EXMAR ENERGY NETHERLANDS BV as the Lender EXPLORER NV as the Borrower Date : , 2014 Location: The Netherlands

Exhibit 10.34 LOAN AGREEMENT between EXMAR ENERGY NETHERLANDS BV as the Lender and EXPLORER NV as the Borrower Date : , 2014 Location: The Netherlands LOAN AGREEMENT This LOAN AGREEMENT (hereinafter “the Loan Agreement”) is dated 2014 and made between: (1) EXMAR ENERGY NETHERLANDS BV a limited liability company incorporated under the laws of the Netherlands, having its registered office at De Hees

Printed by BIMCO’s idea

Exhibit 10.19 Copyright, published by BIMCO Explanatory Notes for SHIPMAN 2009 are available from BIMCO at www.bimco.org First published 1988. Revised 1998 and 2009 Approved by the international Ship Managers’ Association SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECU

OMNIBUS AGREEMENT EXMAR NV EXMAR ENERGY PARTNERS LP EXMAR GENERAL PARTNER LIMITED EXMAR ENERGY HONG KONG LTD.

Exhibit 10.2 OMNIBUS AGREEMENT AMONG EXMAR NV EXMAR ENERGY PARTNERS LP EXMAR GENERAL PARTNER LIMITED AND EXMAR ENERGY HONG KONG LTD. TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II FIVE-YEAR VESSEL RESTRICTED BUSINESS OPPORTUNITIES Section 2.1 Five-Year Vessel Restricted Businesses 5 Section 2.2 Permitted Exceptions 5 ARTICLE III NON-FIVE-YEAR VESSEL RESTRICTED BUSINES

SERVICES AGREEMENT EXMAR NV as the Service Provider EXCELERATE NV as the Company For the provision of certain services by Exmar NV to EXCELERATE NV

EX-10.30 25 a2221056zex-1030.htm EX-10.30 Exhibit 10.30 SERVICES AGREEMENT between EXMAR NV as the Service Provider and EXCELERATE NV as the Company For the provision of certain services by Exmar NV to EXCELERATE NV TABLE OF CONTENTS ARTICLE 1 - APPOINTMENT 1 ARTICLE 2 - SERVICE PROVIDER’S OBLIGATIONS 1 ARTICLE 3 - COMPANY’S OBLIGATIONS 2 ARTICLE 4 - SERVICES 2 ARTICLE 5 - REMUNERATION 5 ARTICLE 6

Addendum No.1 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2237 named LNGRV “Excelerate”

Exhibit 10.6 Addendum No.1 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2237 named LNGRV “Excelerate” This Addendum No.1 (“the Addendum”) to the LNGRV TIME CHARTER PARTY is entered into on this 9th Dec. 05, by and between EXCELERATE NV, a Belgian corporation (the “Owner”), and EXCELERATE ENERGY LIMITED PARTNERSHIP, a Texas limited partnership (the “Charterer”). RECITALS: WHER

(tonnes of Fuel Oil Equivalent / day)

EX-10.4 9 a2221056zex-104.htm EX-10.4 Exhibit 10.4 Code word for this Charter Party “ShellLNGTime 1” Issued November 2005 Time Charter Party LONDON 10th October 2006 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN

Addendum No.3 to the LNGRV Vessel Time Charter Party (“the Charter”) in respect of DSME Hull No. 2208 named LNGRV “Excelsior” (the “Vessel”)

Exhibit 10.11 Addendum No.3 to the LNGRV Vessel Time Charter Party (“the Charter”) in respect of DSME Hull No. 2208 named LNGRV “Excelsior” (the “Vessel”) SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT T

SHAREHOLDERS AGREEMENT DATED as of 10 January 2006 EXMAR NV DSME 2237 ApS in respect of Explorer NV

EX-10.17 22 a2221056zex-1017.htm EX-10.17 EXHIBIT 10.17 execution copy SHAREHOLDERS AGREEMENT DATED as of 10 January 2006 Between EXMAR NV And DSME 2237 ApS in respect of Explorer NV TABLE OF CONTENTS ARTICLE 1 — DEFINITIONS 4 ARTICLE 2 — OBJECTIVES OF COOPERATION 7 ARTICLE 3 — SHARES 7 ARTICLE 4 — FINANCING 8 ARTICLE 5 — PREEMPTIVE RIGHT 12 ARTICLE 6 — TAG ALONG RIGHT 14 ARTICLE 7 — CAPITAL INCRE

VESSEL OPTION AGREEMENT

Exhibit 10.3 Vessel Option Agreement January 2014 VESSEL OPTION AGREEMENT THIS VESSEL OPTION AGREEMENT (the “Agreement”), is made and entered into this 24 day of January, 2014 (the “Effective Date”), by and among: EXMAR NV, a limited liability company (naamloze vennootschap/société anonyme) incorporated under the laws of Belgium, having its registered office at De Gerlachekaai 20, 2000 Antwerp, Be

OMNIBUS AGREEMENT EXMAR NV EXMAR ENERGY PARTNERS LP EXMAR GENERAL PARTNER LIMITED EXMAR ENERGY HONG KONG LTD.

Exhibit 10.2 OMNIBUS AGREEMENT AMONG EXMAR NV EXMAR ENERGY PARTNERS LP EXMAR GENERAL PARTNER LIMITED AND EXMAR ENERGY HONG KONG LTD. TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II FIVE-YEAR VESSEL RESTRICTED BUSINESS OPPORTUNITIES Section 2.1 Five-Year Vessel Restricted Businesses 5 Section 2.2 Permitted Exceptions 5 ARTICLE III NON-FIVE-YEAR VESSEL RESTRICTED BUSINES

SHAREHOLDERS AGREEMENT DATED as of 10 January 2006 EXMAR NV DSME 2237 ApS in respect of Express NV

Exhibit 10.18 SHAREHOLDERS AGREEMENT DATED as of 10 January 2006 Between EXMAR NV And DSME 2237 ApS in respect of Express NV 1 TABLE OF CONTENTS ARTICLE .1. - DEFINITIONS 4 ARTICLE 2 — OBJECTIVES OF COOPERATION 7 ARTICLE 3 — SHARES 8 ARTICLE 4 - FINANCING 8 ARTICLE 5 — PREEMPTIVE RIGHT 13 ARTICLE 6 — TAG ALONG RIGHT 15 ARTICLE 7 — CAPITAL INCREASE 16 ARTICLE 8 - BOARD OF DIRECTORS 16 ARTICLE 9 — S

Date 2010 EXMAR NV TEEKAY LNG PARTNERS L.P. TEEKAY LUXEMBOURG S.A.R.L. JOINT VENTURE AGREEMENT relating to EXCELSIOR BVBA Watson, Farley & Williams

Exhibit 10.15 Date 2010 EXMAR NV and TEEKAY LNG PARTNERS L.P. and TEEKAY LUXEMBOURG S.A.R.L. JOINT VENTURE AGREEMENT relating to EXCELSIOR BVBA Watson, Farley & Williams London INDEX Clause Page 1 DEFINITIONS AND INTERPRETATION 1 2 THE BUSINESS 6 3 COMMERCIAL AND TECHNICAL MANAGEMENT 6 4 WORKING CAPITAL AND FINANCE 6 5 MANAGEMENT 6 6 ACCOUNTING AND CORPORATE ADMINISTRATION 8 7 APPOINTMENT OF DIREC

LNG REGASSIFICATION VESSEL TIME CHARTER PARTY EXCELERATE ENERGY LIMITED PARTNERSHIP EXPRESS NV Dated: 10 January 2006

EX-10.13 18 a2221056zex-1013.htm EX-10.13 Exhibit 10.13 execution copy LNG REGASSIFICATION VESSEL TIME CHARTER PARTY between EXCELERATE ENERGY LIMITED PARTNERSHIP and EXPRESS NV Dated: 10 January 2006 1 1. Definitions 1 2. Term and Termination 9 2.1 Length of Term 9 2.2 Extension Period 9 2.3 Ship Longevity Study 10 2.7 Redelivery 11 3. Delivery 11 3.1 Delivery by Owner 11 3.2 Acceptance of Delive

LNG REGASSIFICATION VESSEL TIME CHARTER PARTY EXCELERATE ENERGY LIMITED PARTNERSHIP EXMAR MARINE NV Dated: 29th June 2004

Exhibit 10.5 LNG REGASSIFICATION VESSEL TIME CHARTER PARTY between EXCELERATE ENERGY LIMITED PARTNERSHIP and EXMAR MARINE NV Dated: 29th June 2004 TABLE OF CONTENTS (continued) 1. Definitions 1 2. Term and Termination 9 2.1 Length of Term 9 2.2 Extension Period 9 2.3 Ship Longevity Study 10 2.7 Redelivery 11 3. Delivery 11 3.1 Delivery by Owner 11 3.2 Acceptance of Delivery by Charterer 11 3.3 Com

AMENDED AND RESTATED LNG REGASSIFICATION VESSEL TIME CHARTER PARTY EXCELERATE ENERGY LIMITED PARTNERSHIP EXPLORER NV Dated: 1st July 2005 Amended and restated as of 10th January 2006

Exhibit 10.12 execution copy AMENDED AND RESTATED LNG REGASSIFICATION VESSEL TIME CHARTER PARTY between EXCELERATE ENERGY LIMITED PARTNERSHIP and EXPLORER NV Dated: 1st July 2005 Amended and restated as of 10th January 2006 1. Definitions 1 2. Term and Termination 9 2.1 Length of Term 9 2.2 Extension Period 9 2.3 Ship Longevity Study 10 2.7 Redelivery 11 3. Delivery 11 3.1 Delivery by Owner 11 3.2

Addendum No.2 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior”

Exhibit 10.10 Addendum No.2 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior” This Addendum No.2 (the “Addendum”) to the LNGRV TIME CHARTER PARTY is entered into on this 10/1/06, by and between EXCELSIOR NV, a Belgian corporation (the “Owner”), and EXCELERATE ENERGY LIMITED PARTNERSHIP, a Texas limited partnership (the “Charterer”). RECITALS: WHEREAS E

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Exhibit 8.3 By e-mail and by post Exmar Energy Partners LP Xavier Gillot° Room 3206, 32nd Floor Lawyer Lippo Center, Tower Two T +32 2 533 52 54 No 89 Queensway F +32 2 533 51 05 Hong Kong [email protected] Stibbe Central Plaza Rue de Loxum 25 / Loksumstraat 25 1000 Brussels Belgium www.stibbe.com Our ref. 2030794 Date 23 September 2014 Belgian tax opinion Dear Sir/Madam, We have acted as s

AMENDED & RESTATED LOAN AGREEMENT GKFF FINANCE B.V. as the Lender EXPLORER NV as the Borrower Date : 5 May 2006

Exhibit 10.35 NautaDutilh AMENDED & RESTATED LOAN AGREEMENT between GKFF FINANCE B.V. as the Lender and EXPLORER NV as the Borrower Date : 5 May 2006 AMENDED AND RESTATED LOAN AGREEMENT This AMENDED AND RESTATED LOAN AGREEMENT (hereinafter “the Loan Agreement”) is dated 5 May 2006 and made between: (1) GKFF FINANCE B.V., a limited liability company incorporated under the laws of the Netherlands, h

SERVICES AGREEMENT EXMAR NV as the Service Provider EXPRESS NV as the Company For the provision of certain services by Exmar NV to EXPRESS NV

Exhibit 10.31 SERVICES AGREEMENT between EXMAR NV as the Service Provider and EXPRESS NV as the Company For the provision of certain services by Exmar NV to EXPRESS NV TABLE OF CONTENTS ARTICLE 1 - APPOINTMENT 1 ARTICLE 2 - SERVICE PROVIDER’S OBLIGATIONS 1 ARTICLE 3 - COMPANY’S OBLIGATIONS 2 ARTICLE 4 - SERVICES 2 ARTICLE 5 - REMUNERATION 5 ARTICLE 6 - EXCLUSION OF LIABILITY 6 ARTICLE 7 - TERM AND

Addendum No.1 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior”

Exhibit 10.9 Addendum No.1 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior” This Addendum No.1 (the “Addendum”) to the LNGRV TIME CHARTER PARTY is entered into on this 9th Dec. 05, by and between EXCELSIOR NV, a Belgian corporation (the “Owner”), and EXCELERATE ENERGY LIMITED PARTNERSHIP, a Texas limited partnership (the “Charterer”). RECITALS: WHEREA

Addendum No.2 to the LNGRV Vessel Time Charter Party dated 29th June 2004 in respect of LNGRV “EXCELERATE” (“the Vessel”)

Exhibit 10.7 Addendum No.2 to the LNGRV Vessel Time Charter Party dated 29th June 2004 in respect of LNGRV “EXCELERATE” (“the Vessel”) This Addendum No.2 (the “Addendum”) is entered into on this 28/11 2007, by and between EXCELERATE NV (the “Owner”), and EXCELERATE ENERGY LIMITED PARTNERSHIP (the “Charterer”), and is supplemental to the LNGRV TIME CHARTER PARTY referred to in Recital A below. WHER

Date 2010 EXMAR NV THE EXMAR MEMBERS LISTED IN SCHEDULE 1 TEEKAY LNG PARTNERS L.P. TEEKAY LNG HOLDCO L.L.C. JOINT VENTURE AGREEMENT relating to SOLAIA SHIPPING L.L.C. EXMAR EXCALIBUR SHIPPING COMPANY LIMITED EXCALIBUR SHIPPING COMPANY LIMITED Watson,

Exhibit 10.14 Date 2010 EXMAR NV and THE EXMAR MEMBERS LISTED IN SCHEDULE 1 and TEEKAY LNG PARTNERS L.P. and TEEKAY LNG HOLDCO L.L.C. JOINT VENTURE AGREEMENT relating to SOLAIA SHIPPING L.L.C. EXMAR EXCALIBUR SHIPPING COMPANY LIMITED EXCALIBUR SHIPPING COMPANY LIMITED Watson, Farley & Williams London INDEX Clause Page 1 DEFINITIONS AND INTERPRETATION 3 2 THE BUSINESS 9 3 COMMERCIAL AND TECHNICAL M

LNG VESSEL TIME CHARTER PARTY EXCELERATE ENERGY LIMITED PARTNERSHIP SAMMARCO SHIPPING, INC. Dated: 15 December 2003

Exhibit 10.8 LNG VESSEL TIME CHARTER PARTY between EXCELERATE ENERGY LIMITED PARTNERSHIP and SAMMARCO SHIPPING, INC. Dated: 15 December 2003 TABLE OF CONTENTS Article Page 1. Definitions 1 2. Term and Termination 9 2.1 Length of Term 9 2.2 Extension Period 9 2.3 Ship Longevity Study 10 2.7 Redelivery 11 3. Delivery 11 3.1 Delivery by Owner 11 3.2 Acceptance of Delivery by Charterer 11 3.3 Componen

CERTIFICATE OF LIMITED PARTNERSHIP PURSUANT TO SECTION 10 OF PART III, DIVISION 2, OF THE ASSOCIATIONS LAW OF THE REPUBLIC OF THE MARSHALL ISLANDS (LIMITED PARTNERSHIP ACT)

EX-3.1 2 a2221056zex-31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP PURSUANT TO SECTION 10 OF PART III, DIVISION 2, OF THE ASSOCIATIONS LAW OF THE REPUBLIC OF THE MARSHALL ISLANDS (LIMITED PARTNERSHIP ACT) Pursuant to the provisions of the Marshall Islands Limited Partnership Act, the undersigned desires to form a limited partnership and certifies the following: 1. The name of the li

SERVICES AGREEMENT EXMAR NV as the Service Provider EXPLORER NV as the Company For the provision of certain services by Exmar NV to EXPLORER NV

EX-10.29 24 a2221056zex-1029.htm EX-10.29 Exhibit 10.29 SERVICES AGREEMENT between EXMAR NV as the Service Provider and EXPLORER NV as the Company For the provision of certain services by Exmar NV to EXPLORER NV TABLE OF CONTENTS ARTICLE 1 - APPOINTMENT 1 ARTICLE 2 - SERVICE PROVIDER’S OBLIGATIONS 1 ARTICLE 3 - COMPANY’S OBLIGATIONS 2 ARTICLE 4 - SERVICES 2 ARTICLE 5 - REMUNERATION 5 ARTICLE 6 - E

AMENDED & RESTATED LOAN AGREEMENT GKFF FINANCE B.V. as the Lender EXPRESS NV as the Borrower Date : 5 May 2006

Exhibit 10.37 NautaDutilh AMENDED & RESTATED LOAN AGREEMENT between GKFF FINANCE B.V. as the Lender and EXPRESS NV as the Borrower Date : 5 May 2006 AMENDED AND RESTATED LOAN AGREEMENT This AMENDED AND RESTATED LOAN AGREEMENT (hereinafter “the Loan Agreement”) is dated 5 May 2006 and made between: (1) GKFF FINANCE B.V., a limited liability company incorporated under the laws of the Netherlands, ha

EXMRF / Exmar S.A. F-1 - - F-1

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of contents Table of Contents As filed with the Securities and Exchange Commission on September 24, 2014 Registration No.

SHAREHOLDERS AGREEMENT AMENDED AND RESTATED AS OF 27 SEPTEMBER 2005 EXMAR NV DSME 2237 ApS with respect to Excelerate NV 27 September 2005

EXHIBIT 10.16 SHAREHOLDERS AGREEMENT AMENDED AND RESTATED AS OF 27 SEPTEMBER 2005 Between EXMAR NV And DSME 2237 ApS with respect to Excelerate NV 27 September 2005 TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS 4 ARTICLE 2 - OBJECTIVES OF COOPERATION 8 ARTICLE 3 - SHARES 9 ARTICLE 4 - FINANCING 9 ARTICLE 5 - TRANSFER OF SHARES 11 ARTICLE 6 - TAG ALONG RIGHT 13 ARTICLE 7 - CAPITAL INCREASE 14 ARTICLE 8

EXMRF / Exmar S.A. DRS/A - -

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 1, 2014 Registration No.

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 27, 2014 Registration No.

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 18, 2014 Registration No.

(Signature Page Follows)

Exhibit 99.1 February 28, 2014 Securities and Exchange Commission Division of Corporation Finance Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Exmar Energy Partners LP Registration Statement on Form F-1 Representation Letter Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F Ladies and Gentlemen: Exmar Energy Partners LP, a limited partnership organized under the

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As confidentially submitted to the Securities and Exchange Commission on February 28, 2014 Registration No.