FORM OF REVOLVING LINE OF CREDIT AGREEMENT
Exhibit 10.6
FORM
OF REVOLVING LINE OF
CREDIT AGREEMENT
CREDIT AGREEMENT
Oiltanking Partners, L.P.
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Amsterdam, [ ] 2011
Credit Limit Agreement (Code: IBOTLPRE)
Dear ▇▇▇,
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
USD 50,000,000
This credit limit expires on 30.06.2013.
The Revolving Credit Committed Amounts can be increased from time to time as follows:
At the Borrower’s written request and in the sole discretion of Oiltanking Finance BV, the
Revolving Credit Committed Amount can be increased from time to time in increments of USD
5,000,000, up to an additional USD 75,000,000 in the aggregate, for a maximum amount of USD
125,000,000; provided, however, that no such increase shall be effective unless no Default or Event
of Default shall have occurred and be continuing at the time any such request is made by the
Borrower or at the time such increase would otherwise become effective.
The notice of any drawing under this agreement shall be passed on two bank working days before the
transfer shall take place.
The interest is calculated for each interest period on basis of the LIBOR as per the Reuters site
LIBOR01 plus a margin of 2.00% p.a.
An interest period is defined as the length of term indicated by the Borrower at the time of
borrowing that funds will be needed. Interest periods can be extended at the option of the
Borrower.
A prepayment — partly or in total — during an interest period is not allowed. If the Borrower
desires to pay back drawings under the facility before the end of an interest period the Borrower
will incur break funding costs. A repayment at the end of an interest period is always possible
without any additional cost. Amounts repaid may be re-borrowed.
A commitment fee of 0.50% p.a. will be calculated on the undrawn amount of the Revolving Credit
Committed Amount and is to be paid at the end of each month. We agreed on an arrangement fee of
0.50% (i.e. USD 250,000) flat upfront based on the Revolving Credit Committed Amount.
On the basis of its audited annual financial statements (local GAAP), the Borrower is obliged to
meet the following Financial Parameters:
a. Stockholders Equity: the Borrower will not, at any time, permit the ratio of (i) Stockholders
Equity to (ii) non-current assets to be less than 30%.
b. Debt Service Coverage Ratio: the Borrower will not, at any time, permit the ratio of (i) EBITDA
for the period of 12 consecutive months to (ii) Total Debt Service to be less than 1.2.
c. Leverage Ratio: the Borrower will not, at any time, permit the ratio of (i) Net Financial
Indebtedness to EBITDA to be more than 3.75.
The following definitions shall apply for the Financial Parameters:
EBITDA means the sum of the net income for such period, plus, to the extend such amount was
deducted in the computation of the net income, the aggregate amount of Net Interest Expense, income
tax, depreciation, and amortization for such period.
Net Financial Indebtedness means
(a) the sum of (i) all liabilities for borrowed money, (ii) liabilities from derivative financial
instruments, (iii) liabilities for capital lease minus
(b) the sum of (i) subordinated loans, (ii) cash and cash equivalents held by the Borrower at such
time.
Stockholders Equity means the amount shown as stockholders equity on the balance sheet of the
Borrower.
Total Debt Service means the sum of all interest and all capital repayments in respect of the
Borrowers liabilities for borrowed money and for capital lease obligations for such period.
The Borrower shall supply to the Lender as soon as available, but in any event not later than the
31st of March of each calendar year during the lifetime of the loan, a compliance certificate
setting out the computations as to compliance with the Financial Parameters.
Any borrowing must be repaid at the expiry date of this agreement. Place of jurisdiction is
Amsterdam. The law of The Netherlands governs this agreement.
Please confirm your consent with this letter by signing and returning the attached copy.
Yours faithfully,
Oiltanking Finance B.V.
Agreed to and accepted this [ ] day of [ ] 2011.
By:
|
OTLP GP, LLC, | |||
| its general partner | ||||
| Chief Financial Officer |