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:
OILTANKING PARTNERS, L.P. as Issuer, ANY SUBSIDIARY GUARANTORS PARTY HERETO, and as Trustee INDENTURE Dated as of , 2012 Debt SecuritiesIndenture • November 30th, 2012 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
THIS INDENTURE dated as of , 2012 is among Oiltanking Partners, L.P., a Delaware limited partnership (the “Partnership”), any Subsidiary Guarantors (as defined herein) that may become parties hereto, and [ ], a , as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLCLimited Liability Company Agreement • October 1st, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of OTLP GP, LLC (the “Company”), dated as of October 1, 2014 is entered into by Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
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”).
LOAN AGREEMENT Dated 31. May 2013 USD 50,000,000 CREDIT FACILITY for Oiltanking Houston L.P. as Borrower PROVIDED BY Oiltanking Finance B.V. as LenderLoan Agreement • June 26th, 2013 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
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.
OILTANKING PARTNERS, L.P. LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT (2014 Grant Cycle) FOR OFFICERS AND EMPLOYEESRestricted Unit Agreement • July 9th, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between OTLP, GP, LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 2014 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SEVENTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT by and among ENTERPRISE PRODUCTS COMPANY EPCO HOLDINGS, INC. and ENTERPRISE PRODUCTS HOLDINGS LLC (formerly named EPE Holdings LLC) ENTERPRISE PRODUCTS PARTNERS L.P. ENTERPRISE PRODUCTS...Administrative Services Agreement • October 22nd, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
THIS SEVENTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on October 17, 2014 but effective as of October 1, 2014 (the “Effective Date”), by and among: (i) Enterprise Products Company, a Texas corporation (“EPCO”), and EPCO Holdings, Inc., a Delaware corporation (“EPCO Holdings”); (ii) Enterprise Products Holdings LLC, a Delaware limited liability company (formerly named EPE Holdings, LLC) and the current general partner of EPD (as defined below) (“EPD GP”), Enterprise Products Partners L.P., a Delaware limited partnership (“EPD”), Enterprise Products Operating LLC, a Texas limited liability company (“EPOLLC”), and Enterprise Products OLPGP, Inc., a Delaware corporation and the managing member of EPOLLC (“EPD OLPGP”); (iii) OTLP GP, LLC, a Delaware limited liability company and the general partner of Oiltanking (as defined below) (“OTLP GP”), and Oiltanking Partners, L.P., a Delaware limited partnership (“Oiltanking”). Capitalized terms not
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • February 13th, 2015 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of OTLP GP, LLC, a Delaware limited liability company (the “Company”), dated effective February 13, 2015, is entered into by Enterprise Products Operating LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.
WAIVER AND ASSIGNMENT AGREEMENTWaiver and Assignment Agreement • October 1st, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
THIS ASSIGNMENT OF INDEBTEDNESS (this “Agreement”), dated as of October 1, 2014 (the “Effective Date”), is among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “New Lender”); OILTANKING FINANCE B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Prior Lender”) and OILTANKING HOUSTON, L.P., a Texas limited partnership (“Borrower”).
OILTAKING NORTH AMERICA, LLC LONG-TERM INCENTIVE PLANAward Agreement • August 8th, 2013 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of the Date of Grant between Oiltanking North America, LLC, a Delaware limited liability company (the “Company”), an Affiliate of OTLP GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Oiltanking Partners, L.P., a Delaware limited partnership (the “Partnership”), and __________ (the “Participant”) pursuant to the terms and conditions of the Oiltanking North America, LLC Long-Term Incentive Plan (the “Plan”). A copy of the Plan is being furnished to the Participant concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Participant acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.
FORM OF SERVICES AGREEMENTForm of Services Agreement • June 6th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Texas
This SERVICES AGREEMENT is entered into as of the __ day of __________ 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”), 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.”
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 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.
SECOND AMENDMENT TO THE SERVICES AGREEMENTThe Services Agreement • August 8th, 2013 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Texas
This SECOND AMENDMENT TO THE SERVICES AGREEMENT (“Second Amendment”) is entered into on August 5, 2013, but effective as of July 1, 2013 (the “Second Amendment 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 Second Amendment each as a “Party” and collectively as the “Parties.”
REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • June 23rd, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
Regarding to our conversation we confirm that we will grant to Oiltanking Partners, L.P. (the Borrower) a revolving credit line with a Revolving Credit Committed Amount of up to
WAIVER AND ASSIGNMENT AGREEMENTWaiver and Assignment Agreement • October 1st, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
THIS ASSIGNMENT OF INDEBTEDNESS (this “Agreement”), dated as of October 1, 2014 (the “Effective Date”), is among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “New Lender”); OILTANKING FINANCE B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Prior Lender”) and OILTANKING PARTNERS, L.P., a Delaware limited partnership (“Borrower”).
LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • March 31st, 2011 • Oiltanking Partners, L.P. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 15, 2011 (this “Agreement”), is adopted, executed and agreed to by Oiltanking Holding Americas, Inc., a Delaware corporation (the “Sole Member”).
TAX SHARING AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS PARTNERS L.P. AND OILTANKING PARTNERS, L.P. AS OF OCTOBER 1, 2014 TAX SHARING AGREEMENTTax Sharing Agreement • October 22nd, 2014 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Delaware
This Tax Sharing Agreement (the “Agreement”) is entered into effective as of October 1, 2014, by and among ENTERPRISE PRODUCTS PARTNERS L.P. (“EPD ”), a Delaware limited partnership, and OILTANKING PARTNERS, L.P. (the “ Partnership ”), a Delaware limited partnership.
Oiltanking Partners, L.P. 2,600,000 Common Units1 Representing Limited Partner Interests Underwriting AgreementOiltanking Partners, L.P. • November 20th, 2013 • 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 II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of common units representing limited partner interests in the Partnership (“Common Units”) set forth in Schedule I hereto (the “Firm Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to the number of additional Common Units set forth in Schedule I hereto (the “Option Units”; the Option Units, together with the Firm Units, being hereinafter called the “Units”).
FORM OF REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • June 6th, 2011 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
Regarding to our conversation we confirm that we will grant to Oiltanking Partners, L.P. (the Borrower) a revolving credit line with a Revolving Credit Committed Amount of up to
AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P. a Delaware limited partnershipOiltanking Partners, L.P. • March 31st, 2011 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of March 15, 2011 (this “Agreement”), is adopted, executed and agreed to by OTLP GP, LLC, a Delaware limited liability company, as general partner, and Oiltanking Holding Americas, Inc., a Delaware corporation, as Organizational Limited Partner.
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.”
FORM OF OMNIBUS AGREEMENTForm of Omnibus Agreement • June 6th, 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 ___________, 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.”
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P.Oiltanking Partners, L.P. • July 16th, 2014 • Pipe lines (no natural gas) • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Oiltanking Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into as of July 14, 2014, by OTLP GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 15th, 2012 • Oiltanking Partners, L.P. • Pipe lines (no natural gas) • Texas
This FIRST AMENDMENT TO SERVICES AGREEMENT (“Amendment”) is entered into on December 31, 2011, but effective as of July 19, 2011, 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 Amendment each as a “Party” and collectively as the “Parties.”
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.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P.Oiltanking Partners, L.P. • February 13th, 2015 • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Oiltanking Partners, L.P. (the “Partnership”), dated as of February 13, 2015 and effective immediately following the Effective Time (as defined in the Merger Agreement (as defined herein)) (the “Restatement Time”) is entered into and executed by OTLP GP, LLC, a Delaware limited liability company (“OTLP GP”), as “General Partner,” and Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), and Enterprise Products OLPGP, Inc., a Delaware corporation (“OLPGP”) as the “Limited Partners” and each a “Limited Partner.”
Addendum No. 2 dated November 7, 2012 to the Credit Limit Agreement dated June 15, 2011 amended June 22, 2011 between Oiltanking Partners L.P. as Borrower and Oiltanking Finance B.V. as Lender USD 150,000,000. Reference Code: IBOTLPRECredit Limit Agreement • November 8th, 2012 • Oiltanking Partners, L.P. • Pipe lines (no natural gas)
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.”
