exhibit44vttifirstamendm







Exhibit 4.4   Execution Version      1            HN\1299952.4      FIRST AMENDMENT TO THE OMNIBUS AGREEMENT   This First Amendment, dated as of 9 November, 2015 (this “First Amendment”), to the   Omnibus Agreement (the “Omnibus Agreement”), is by and among VTTI B.V., a company   incorporated in the Netherlands (“VTTI”), VTTI Energy Partners LP, a Marshall Islands limited   partnership (the “Partnership”), VTTI Energy Partners GP LLC, a Marshall Islands limited   liability company and the general partner (the “General Partner”) of the Partnership, VTTI MLP   Partners B.V., a company incorporated in the Netherlands, VTTI MLP Holdings Ltd, a company   incorporated in the United Kingdom, VTTI MLP B.V., a company incorporated in the   Netherlands (“VTTI Operating”), and, solely for the purposes of Article V, Vitol Holding B.V.,   a company incorporated in the Netherlands (“Vitol”), and MISC Berhad, a company incorporated   in Malaysia (“MISC”).  Capitalized terms used herein and not defined shall have the definitions   set forth in the Omnibus Agreement.   WHEREAS, pursuant to Section 5.1 of the Omnibus Agreement, during the Guarantee   Period, VTTI has agreed to pay to VTTI Operating the VTTI Guarantee Amount under certain   circumstances.   WHEREAS, pursuant to Section 5.2 of the Omnibus Agreement, during the Guarantee   Period, each of Vitol and MISC, jointly and severally, have agreed to pay the VTTI Guarantee   Amount to VTTI Operating in the event of nonpayment by VTTI in accordance with the terms of   the Omnibus Agreement.   WHEREAS, Vitol has agreed to extend or enter into new terminaling services   agreements with terms expiring on or after the end of each agreement’s respective Guarantee   Period Expiration Date and at rates and capacity, in the aggregate, equal to or greater than the   rates and capacity currently set forth in the Vitol Terminaling Services Agreements.   WHEREAS, the parties have determined that the guarantees by VTTI, Vitol and MISC   are no longer necessary, advisable or appropriate from and after the effective date of the new   Vitol terminaling services agreements, and the General Partner has determined, in the exercise of   its good faith business judgment, that the termination of such guarantees is not adverse in any   material respect to the holders of Common Units.   WHEREAS, this First Amendment to the Omnibus Agreement has been approved by the   Conflicts Committee.   AMENDMENT   NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency   of which are hereby acknowledged, the parties hereto hereby agree as follows:        





 







    HN\1299952.4   1. As of the date hereof, Vitol has executed and delivered the terminaling services   agreements listed on Schedule A hereto.       2. In consideration of the execution and delivery of the terminaling services   agreements listed on Schedule A hereto, Section 5.1, Section 5.2 and Section 5.3 of the Omnibus   Agreement are hereby deleted in their entirety and the following is substituted in lieu thereof:      “[Reserved]”      3. Each of the undersigned hereby acknowledge and agree that VTTI, MISC and   Vitol have no liabilities under Section 5.1, Section 5.2 or Section 5.3 of the Omnibus Agreement   and all rights and obligations of each of VTTI, MISC and Vitol are discharged and released.      4. Except as expressly set forth herein, all other terms and conditions of the   Omnibus Agreement shall remain in full force and effect.      5. This First Amendment shall be subject to and governed by the laws of the State of   Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or   interpretation of this First Amendment to the laws of another state.      6. This First Amendment may be amended or modified from time to time only by   the written agreement of all the parties hereto; provided, however, that the Partnership may not,   without the prior approval of the Conflicts Committee, agree to any amendment or modification   of this Agreement that, in the reasonable discretion of the General Partner, would be adverse in   any material respect to the holders of Common Units.      7. This First Amendment may be executed in any number of counterparts with the   same effect as if all signatory parties had signed the same document and shall be construed   together and shall constitute one and the same instrument.      [Remainder of page intentionally left blank]    





 







   Signature Page to First Amendment to Omnibus Agreement       IN WITNESS WHEREOF, the parties have executed this First Amendment on, and   effective as of, the date first set forth above.        VTTI B.V.              /s/ Robert Nijst      Name: Robert Nijst       Title: Director             VTTI MLP Partners B.V.              /s/ Robert Nijst      Name: Robert Nijst       Title: Director            VTTI Energy Partners GP LLC              /s/ Robert Nijst      Name: Robert Nijst       Title: Director           VTTI Energy Partners LP   By: VTTI Energy Partners GP LLC,   its general partner              /s/ Robert Nijst      Name: Robert Nijst       Title: Director             VTTI MLP Holdings Ltd              /s/ Robert Nijst      Name: Robert Nijst       Title: Director           VTTI MLP B.V.              /s/ Robert Nijst      Name: Robert Nijst       Title: Director               





 







Signature Page to First Amendment to Omnibus Agreement         Vitol Holding B.V.              /s/ A. P. Eeltink      Name: A. P. Eeltink       Title: Managing Director               /s/ G.R. Skern     Name: G.R. Skern      Title: Managing Director                MISC Berhad              /s/ Yee Yang Chien      Name: Yee Yang Chien       Title: President / CEO        





 







       HN\1299952.4   SCHEDULE A   VITOL TERMINALING SERVICES AGREEMENTS      Terminal Vitol Terminaling Services Agreement   Vitol Terminaling Services Agreement   Expiration Date   Amsterdam Term Storage Agreement, dated as of January 1, 2015, between Eurotank Amsterdam B.V. and   Vitol S.A. (VITOLMD-ETA-2015-01), as amended by Amendment Agreement No. 1 dated March   26, 2015 and Amendment Agreement No. 2 dated November 9, 2015      December 31, 2019       Amsterdam Storage and Handling Contract, dated as of January 1, 2011, between Eurotank Amsterdam B.V.   and Vitol S.A. (ETA-V.MOGAS-1) as amended by Amendment I dated October 10, 2012,   Amendment II dated January 1, 2013, Amendment (III) dated April 7, 2014, and Amendment   Agreement No. IV dated November 9, 2015      December 31, 2019       Antwerp Term Storage Contract, dated as of August 15, 2010, between Antwerp Terminal and Processing   Company and Vitol S.A. bearing contract number 2010-04 (Jet), as amended by Amendment   Agreement No. 1 dated July 2, 2014, Amendment Agreement No. 2 dated April 28, 2015,   Amendment Agreement No. 3 dated June 24, 2015, and Amendment Agreement No. 4 dated   November 9, 2015      December 31, 2018      Antwerp Term Storage Contract, dated as of September 17, 2010, between Antwerp Terminal and Processing   Company and Vitol S.A. bearing contract number 2010-01 (MD), as amended by Amendment   Agreement No. 1 dated April 28, 2015, Amendment Agreement No. 2 dated April 28, 2015,   Amendment Agreement No. 3 dated June 26, 2015, and Amendment Agreement No. 4 dated   November 9, 2015         December 31, 2018      Rotterdam Term Storage Agreement, dated as of October 1, 2014, between Euro Tank Terminal B.V. and Vitol   S.A. bearing contract number VITOLFO-ETT-2014-01 (FO), as amended by Amendment 1 dated   January 3, 2015, Amendment Agreement (No. 2) dated January 22, 2015, and Amendment   Agreement No. 3 dated November 9, 2015      September 30, 2019      Rotterdam Storage Contract, dated as of July 5, 2012, between Euro Tank Terminal B.V. and Vitol S.A.   bearing contract number ETT-11-METH-02 (Methanol), as amended by Amendment Agreement   (No. 1) dated March 1, 2013, Amendment Agreement (No. 2) dated December 23, 2013,       September 30, 2019     





 







   HN\1299952.4   Amendment Agreement (No. 3) dated January 22, 2015, Addendum (No. 4) dated March 20, 2015,   and Amendment Agreement No. 5 dated November 9, 2015      Rotterdam Storage Contract, dated as of September 29, 2011, between Euro Tank Terminal B.V. and Vitol S.A.   bearing contract number 2011-13 (MDII), as amended by Amendment Agreement No. 1 November   9, 2015      September 30, 2019      Rotterdam Storage Contract, dated as of September 30, 2011, between Euro Tank Terminal B.V. and Vitol S.A.   bearing contract number 2011-10 (MDIII), as amended by Amendment Agreement dated January   22, 2015 and Amendment Agreement No. 2 dated November 9, 2015      September 30, 2019      Rotterdam Storage Contract, dated as of September 30, 2011, between Euro Tank Terminal B.V. and Vitol S.A.   bearing contract number 2011-09 (Jet) as amended by Amendment Agreement No. 1 dated January   22, 2015 and Amendment Agreement No. 2 dated November 9, 2015      September 30, 2019      Rotterdam Storage Contract, dated as of September 29, 2011, between Euro Tank Terminal B.V. and Vitol S.A.   bearing contract number 2011-11 (Naphtha), as amended by Amendment Agreement No. 1 dated   January 3, 2014, Amendment Agreement No. 2 dated January 22, 2015 and Amendment Agreement   No. 3 dated November 9, 2015      September 30, 2019      Seaport   Canaveral   Terminalling Services Contract, dated as of February 1, 2010, between Seaport Canaveral, Corp.   and Vitol Inc. bearing contract number C100101, as amended by Amendment Agreement dated   December 2, 2014 and Amendment Agreement No. 2 dated November 9, 2015      March 31, 2019       Fujairah Term Storage Agreement No. 2015-VB between VTTI Fujairah Terminals Ltd FZC and Vitol S.A.   dated October 26, 2015      June 30, 2019