FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P.Oiltanking Partners, L.P. • July 19th, 2011 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P. dated as of July 19, 2011, is entered into by and among OTLP GP, LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLCLimited Liability Company Agreement • July 19th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of OTLP GP, LLC (the “Company”), dated as of July 19, 2011 is entered into by Oiltanking Holding Americas, Inc., a Delaware corporation (“OTA”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
TAX SHARING AGREEMENT BY AND AMONG OILTANKING HOLDING AMERICAS, INC. AND OILTANKING PARTNERS, L.P. JULY 19, 2011Tax Sharing Agreement • July 19th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 19th day of July, 2011, by and among OILTANKING HOLDING AMERICAS, INC. (“OTA”), a Delaware corporation, and OILTANKING PARTNERS, L.P. (the “Partnership”), a Delaware limited partnership.
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 HOUSTON,...Contribution, Conveyance and Assumption Agreement • July 19th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
This Contribution, Conveyance and Assumption Agreement, dated as of July 19, 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.
Oiltanking Partners, L.P. 10,000,000 Common Units Representing Limited Partner Interests Underwriting AgreementOiltanking Partners, L.P. • July 19th, 2011 • 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.
SERVICES AGREEMENTServices Agreement • July 19th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Texas
This SERVICES AGREEMENT is entered into as of the 19th day of July, 2011 (the “Effective Date”), by and between OILTANKING PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), OTLP GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), OILTANKING BEAUMONT SPECIALTY PRODUCTS, LLC, a Texas limited liability company (“Specialty Products”), and OILTANKING NORTH AMERICA, LLC, a Delaware limited liability company (“OTNA”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
OMNIBUS AGREEMENTOmnibus Agreement • July 19th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
THIS OMNIBUS AGREEMENT (“Agreement”), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of July 19, 2011 (the “Effective Date”), and is by and among OILTANKING PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), OTLP GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and OILTANKING HOLDING AMERICAS, INC., a Delaware corporation (“OTA”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
