Oiltanking Partners, L.P. 10,000,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • July 5th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • New York
Oiltanking Partners, L.P., a limited partnership organized under the laws of Delaware (the “Partnership”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 10,000,000 common units (the “Firm Units”), each representing a limited partner interest in the Partnership (“Common Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional Common Units to cover over-allotments, if any (the “Option Units;” the Option Units, together with the Firm Units, being hereinafter called the “Units”). Certain terms used herein are defined in Section 20 hereof.
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among OILTANKING PARTNERS, L.P. OTLP GP, LLC OILTANKING HOLDING AMERICAS, INC. OTB HOLDCO, LLC OILTANKING BEAUMONT GP, L.L.C. OILTANKING BEAUMONT PARTNERS, L.P. OTB GP, LLC OILTANKING...Contribution, Conveyance and Assumption Agreement • July 5th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
This Contribution, Conveyance and Assumption Agreement, dated as of July __, 2011 (this “Agreement”), is by and among Oiltanking Partners, L.P., a Delaware limited partnership (the “Partnership”), OTLP GP, LLC, a Delaware limited liability company (the “General Partner”), Oiltanking Holding Americas, Inc., a Delaware corporation (“OTA”), Oiltanking Beaumont Partners, L.P., a Delaware limited partnership (“OTB”), OTB Holdco, LLC, a Delaware limited liability company (“OTB Holdco”), OTB GP, LLC, a Delaware limited liability company (“OTB GP”), Oiltanking Beaumont GP, L.L.C., a Delaware limited liability company (“OTB LLC”), Oiltanking Houston, L.P., a Texas limited partnership (“OTH”) and OTH GP, LLC, a Texas limited liability company (“OTH GP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
