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As filed with the Securities and Exchange
    Commission on June 22, 2011
 
 Registration No. 333-173199
      UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 3
    to
 
 Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      Oiltanking Partners,
    L.P.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

4610

45-0684578(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   15631 Jacintoport
    Blvd.
 Houston, Texas 77015
 (281) 457-7900
 (Address, Including Zip Code,
    and Telephone Number,
 Including Area Code, of
    Registrants Principal Executive Offices)
  Carlin G. Conner
 15631 Jacintoport
    Blvd.
 Houston, Texas 77015
 (281) 457-7900
 (Name, Address, Including Zip
    Code, and Telephone Number,
 Including Area Code, of Agent
    for Service)
  Copies to:
 David Palmer Oelman
    Gillian A. Hobson

G. Michael OLeary
    Gislar DonnenbergVinson & Elkins L.L.P.

Andrews Kurth LLP1001 Fannin Street, Suite 2500

600 Travis Street, Suite 4200Houston, Texas 77002

Houston, Texas 77002Tel:
    (713) 758-2222

Tel: (713) 220-4200Fax:
    (713) 758-2346

Fax: (713) 220-4285       Approximate date of commencement of proposed sale to the
    public:
     o
  o
  o
  o
   Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o  
  CALCULATION OF REGISTRATION FEE
 
 
 
  
 Proposed Maximum


Amount ofTitle of Each Class of


Aggregate Offering


RegistrationSecurities to be Registered


Price(1)(2)


Fee(3)Common units representing limited partner interests


$241,500,000


$28,038.15  
 
  (1)
    
    Includes common units issuable upon
    exercise of the underwriters option to purchase additional
    common units. 
 
  (2)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o). 
 
  (3)
    
    The total registration fee includes
    $23,220 that was previously paid for the registration of
    $200,000,000 of proposed maximum aggregate offering price in the
    filing of the Registration Statement (Registration
    No. 333-173199) on March 31, 2011, and $4,818.15 for
    the registration of an additional $41,500,000 of proposed
    maximum aggregate offering price registered hereby. 
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission becomes effective. This preliminary prospectus is not
an offer to sell these securities and we are not soliciting an
offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.


SUBJECT TO COMPLETION, DATED
    JUNE 22, 2011
 
  PRELIMINARY PROSPECTUS
  
 10,000,000 Common
    Units
  Representing Limited Partner
    Interests
 Oiltanking Partners,
    L.P.
         
   
      Investing in our common units involves risks.  See
    Risk Factors beginning on page 19.
    
    We may not have sufficient cash from operations following the
    establishment of cash reserves and payment of costs and
    expenses, including cost reimbursements to our general partner,
    to enable us to pay the minimum quarterly distribution to our
    unitholders.
    Our business would be adversely affected if the operations of
    our customers experienced significant interruptions. In certain
    circumstances, the obligations of many of our key customers
    under their terminal services agreements may be reduced or
    suspended, which would adversely affect our financial condition
    and results of operations.
    Our financial results depend on the demand for the crude oil,
    refined petroleum products and liquefied petroleum gas that we
    transport, store and distribute, among other factors, and the
    current economic downturn could result in lower demand for these
    products for a sustained period of time.
    Oiltanking Holding Americas, Inc., or OTA, owns and controls our
    general partner, which has sole responsibility for conducting
    our business and managing our operations. Our general partner
    and its affiliates, including OTA, have conflicts of interest
    with us and limited fiduciary duties, and they may favor their
    own interests to the detriment of us and our unitholders.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors,
    which could reduce the price at which the common units will
    trade. 
  
    Unitholders will experience immediate and substantial dilution
    of $13.49 per common unit. 
  
    There is no existing market for our common units, and a trading
    market that will provide you with adequate liquidity may not
    develop. The price of our common units may fluctuate
    significantly, and unitholders could lose all or part of their
    investment.
    Unitholders share of our income will be taxable to them
    for U.S. federal income tax purposes even if they do not
    receive any cash distributions from us.        Per Common Unit

TotalPublic Offering Price

$



$Underwriting Discount(1)

$



$Proceeds to Oiltanking Partners, L.P. (before expenses)(2)

$



$    (1)
    
    Excludes a structuring fee of 0.4%
    of the gross offering proceeds payable to Citigroup Global
    Markets Inc. Please see Underwriting.(2)
    
    We expect that
    $      million of the offering
    proceeds will be available to the Partnership after the
    deduction of all fees, commissions, expenses, compensation and
    payment to affiliates. Please read Use of Proceeds
    on page 39.        Joint Book-Running
    Managers
 Citi
    Barclays Capital
    J.P. Morgan
    Morgan Stanley      Co-Managers
 Raymond
    James
    Deutsche Bank Securities
    Stifel Nicolaus Weisel




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You should rely only on the information contained in this
    prospectus, any free writing prospectus prepared by or on behalf
    of us or any other information to which we have referred you in
    connection with this offering. We have not, and the underwriters
    have not, authorized anyone to provide you with different
    information. If anyone provides you with different or
    inconsistent information, you should not rely on it. We are not,
    and the underwriters are not, making an offer to sell these
    securities in any jurisdiction where the offer or sale is not
    permitted. You should not assume that the information contained
    in this prospectus is accurate as of any date other than the
    date on the front of this prospectus.
  TABLE OF
    CONTENTS
   
 SUMMARY


1Oiltanking Partners, L.P.


1Our Business and Properties


2Our Business Strategies


5Our Competitive Strengths


5Risk Factors


6Our Management


7The Oiltanking Group


8Summary of Conflicts of Interest and Fiduciary
    Duties


8Principal Executive Offices


9Formation Transactions and Partnership
    Structure


9Organizational Structure


10The Offering


11Summary Historical and Pro Forma Financial and
    Operating Data


15Non-GAAP Financial Measure


17RISK FACTORS


19Risks Inherent in Our Business


19Risks Inherent in an Investment in Us


27Tax Risks to Common Unitholders


35USE OF PROCEEDS


39CAPITALIZATION


40DILUTION


41CASH DISTRIBUTION POLICY AND RESTRICTIONS ON
    DISTRIBUTIONS


42General


42Our Minimum Quarterly Distribution


44Subordinated Units


45Unaudited Pro Forma Cash Available for
    Distribution


45Estimated Cash Available for Distribution for the
    Twelve Months Ending June 30, 2012


47PROVISIONS OF OUR PARTNERSHIP AGREEMENT
    RELATING TO CASH DISTRIBUTIONS


53Distributions of Available Cash


53Operating Surplus and Capital Surplus


54Capital Expenditures


55Subordination Period


57Distributions of Available Cash From Operating
    Surplus During the Subordination Period


58Distributions of Available Cash From Operating
    Surplus After the Subordination Period


59General Partner Interest and Incentive
    Distribution Rights


59Percentage Allocations of Available Cash From
    Operating Surplus


60General Partners Right to Reset Incentive
    Distribution Levels


60Distributions From Capital Surplus


62 i




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Adjustment to the Minimum Quarterly Distribution
    and Target Distribution Levels


63Distributions of Cash Upon Liquidation


63SELECTED HISTORICAL AND PRO FORMA COMBINED
    FINANCIAL AND OPERATING DATA


66MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


70Overview


70How We Generate Revenue


71Factors That Impact Our Business


71Factors Impacting the Comparability of Our
    Financial Results


73Overview of Our Results of Operations


73Other Items


75Results of Operations


76Future Trends and Outlook


81Liquidity and Capital Resources


82Off-Balance Sheet Arrangements


87Critical Accounting Policies and Estimates


87Quantitative and Qualitative Disclosures about
    Market Risk


88Seasonality


89INDEPENDENT STORAGE INDUSTRY OVERVIEW


90Overview


90Terminal Services


92Gulf Coast Industry Overview


92Barriers to Entry


92Parameters of Competition


93Customers


93Market Developments


94BUSINESS


95Overview


95Our Business and Properties


95Our Business Strategies


99Our Competitive Strengths


100Our History and Relationship with Oiltanking
    GmbH


102Our Management and Employees


102Customers


103Contracts


103Competition


103Environmental and Occupational Safety and Health
    Regulation


104Title to Properties and Permits


108Safety and Maintenance


108Seasonality


109Insurance


109Legal Proceedings


109MANAGEMENT


110Management of Oiltanking Partners, L.P.


110Executive Officers and Directors of our General
    Partner


111Director Independence


113Committees of the Board of Directors


113EXECUTIVE OFFICER COMPENSATION


114Compensation Discussion and Analysis


114 
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Director Compensation


117Compensation Practices as They Related to Risk
    Management


117SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT


118CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS


119Distributions and Payments to Our General Partner
    and Its Affiliates


119Agreements with Affiliates in Connection with the
    Transactions


120Other Transactions with Related Persons


123CONFLICTS OF INTEREST AND FIDUCIARY
    DUTIES


128Conflicts of Interest


128Fiduciary Duties


132DESCRIPTION OF THE COMMON UNITS


135The Units


135Transfer Agent and Registrar


135Transfer of Common Units


135THE PARTNERSHIP AGREEMENT


136Organization and Duration


136Purpose


136Cash Distributions


136Capital Contributions


136Voting Rights


137Applicable Law; Forum, Venue and Jurisdiction


138Limited Liability


138Issuance of Additional Interests


139Amendment of the Partnership Agreement


139Merger, Consolidation, Conversion, Sale or Other
    Disposition of Assets


141Dissolution


142Liquidation and Distribution of Proceeds


142Withdrawal or Removal of Our General Partner


142Transfer of General Partner Interest


143Transfer of Ownership Interests in the General
    Partner


144Transfer of Subordinated Units and Incentive
    Distribution Rights


144Change of Management Provisions


144Limited Call Right


144Non-Taxpaying Holders; Redemption


145Non-Citizen Assignees; Redemption


145Meetings; Voting


146Voting Rights of Incentive Distribution Rights


146Status as Limited Partner


146Indemnification


147Reimbursement of Expenses


147Books and Reports


147Right to Inspect Our Books and Records


148Registration Rights


148UNITS ELIGIBLE FOR FUTURE SALE


149MATERIAL U.S. FEDERAL INCOME TAX
    CONSEQUENCES


150Taxation of the Partnership


150Tax Consequences of Unit Ownership


151Tax Treatment of Operations


156Disposition of Units


156 
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Uniformity of Units


158Tax-Exempt Organizations and Other Investors


159Administrative Matters


159State, Local and Other Tax Considerations


162INVESTMENT IN OILTANKING PARTNERS, L.P. BY
    EMPLOYEE BENEFIT PLANS


163UNDERWRITING


164VALIDITY OF OUR COMMON UNITS


169EXPERTS


169WHERE YOU CAN FIND MORE INFORMATION


169FORWARD-LOOKING STATEMENTS


169INDEX TO FINANCIAL STATEMENTS


F-1APPENDIX A  AMENDED AND
    RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OILTANKING
    PARTNERS, L.P.


A-1APPENDIX B  GLOSSARY OF
    TERMS.


B-1EX-10.6EX-23.1         iv




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SUMMARY  This summary highlights information contained elsewhere in
    this prospectus. You should read the entire prospectus
    carefully, including the historical and pro forma condensed
    combined financial statements and the notes to those financial
    statements, before investing in our common units. The
    information presented in this prospectus assumes (1) an
    initial public offering price of $     
    per common unit (the midpoint of the price range set forth on
    the cover page of this prospectus) and (2) unless otherwise
    indicated, that the underwriters option to purchase
    additional common units is not exercised. You should read
    Risk Factors beginning on page 19 for
    information about important risks that you should consider
    before buying our common units.
  References in this prospectus to Oiltanking Partners,
    L.P., the partnership, we,
    our, us or like terms when used in a
    historical context refer to the businesses of Oiltanking
    Houston, L.P., a Texas limited partnership, and Oiltanking
    Beaumont Partners, L.P., a Delaware limited partnership, each of
    which our parent, Oiltanking Holding Americas, Inc., a Delaware
    corporation, is contributing to Oiltanking Partners, L.P. in
    connection with this offering. When used in the present tense or
    prospectively, those terms refer to Oiltanking Partners, L.P., a
    Delaware limited partnership, and its subsidiaries. References
    in this prospectus to our general partner refer to
    OTLP GP, LLC, a Delaware limited liability company and the
    general partner of the partnership. References in this
    prospectus to OTA refer to Oiltanking Holding
    Americas, Inc., our North American parent and owner of our
    general partner. References in this prospectus to
    Oiltanking GmbH refer to Oiltanking GmbH, our German
    foreign parent and the sole owner of OTA. Unless the context
    indicates otherwise, references to the Oiltanking
    Group refer to Oiltanking GmbH and its subsidiaries, other
    than us and our future subsidiaries. We include a glossary of
    some of the terms used in this prospectus as Appendix B.
 Oiltanking
    Partners, L.P.  Overview
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Our
    Business and Properties        Active


Existing




% of ActiveStorage


Expansion




Storage

Weighted-Capacity


Capacity


No. of

Capacity

Average

Composition of(shell


(shell


Active

under

Contract Life

Contracted Storage

Supply

DeliveryLocation

mmbbls)


mmbls)


Tanks

Contract

(years)(1)

Capacity

Modes

ModesHouston


12.1
(2)


7.0
(3)

60

99.8%

7.1

64% crude oil, 26%
    heavy petrochemical
    feedstocks,
    7% clean petroleum
    products,
    3% fuel oil

Vessel,
    Barge,
    Pipeline

Vessel,
    Barge,
    Pipeline,
    Railcars,
    Tank
    TrucksBeaumont


5.7



5.4
(4)

74

97.4%

4.4

59% clean petroleum
    products, 40%
    vacuum gas oil,
    1% fuel oil

Vessel,
    Barge,
    Pipeline

Vessel,
    Barge,
    PipelineTotal


17.8
(2)


12.4


134

99.0%

6.3
     (1)
    
    Weighted based upon 2010 fiscal year revenues.(2)
    
    Includes 1.0 million barrels of storage capacity supported
    by multi-year contracts with two customers that we are in the
    process of constructing and expect to place into service within
    the next 12 months. We expect these two contracts will
    generate approximately $5.7 million in revenue on an annual
    basis once placed into service.(3)
    
    Includes storage capacity that can be constructed on
    63 acres we currently hold under a long-term lease expiring
    in 2035. We have an option to acquire this acreage prior to
    December 2020 for a price of $6.0 million to
    $6.7 million.(4)
    
    Does not include more than 20.0 million barrels of
    additional storage capacity which we have sufficient acreage to
    construct on the remote side of our terminal complex with
    pipeline connections to our waterfront, to the extent that we
    identify sufficient market demand to do so.    
    TransCanadas Keystone Pipeline, which is expected to
    transport crude oil from the Western Canadian Sedimentary Basin
    and the Bakken Shale formation to the Gulf Coast region at a
    rate of up to 900,000 barrels per day within the next two
    years;
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
    Enterprise Products Partners and Energy Transfer
    Partners joint venture Double E pipeline, which is
    expected to transport crude oil from the Cushing storage
    interchange in Oklahoma (Cushing) to Houston at a
    rate of up to 450,000 barrels per day within the next two
    years; 
  
    Enbridges Monarch Pipeline, which is expected to transport
    crude oil from Cushing to Houston at a rate of up to
    350,000 barrels per day within the next two years;
    Enterprise Products Partners proposed Eagle Ford Shale
    pipeline, which is expected to transport crude oil from the
    Eagle Ford Shale in south Texas to Houston at a rate of up to
    350,000 barrels per day within the next 18 months;
    Kinder Morgan Energy Partners Eagle Ford Shale pipeline,
    which is expected to transport crude oil from the Eagle Ford
    Shale to Houston at a rate of up to 300,000 barrels per day
    within the next 18 months; and
    Magellan Midstream Partners reversal and conversion of its
    Longhorn pipeline, which is expected to transport crude oil from
    El Paso to Houston at a rate of up to 225,000 barrels
    per day within 18 to 24 months upon approval of the project.      rights-of-way
  Houston
    Terminal
 3




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rights-of-way rights-of-way
    Beaumont
    Terminal
 4




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Our
    Operations
    
    Storage Services Fees.  For the year ended
    December 31, 2010, we generated approximately 75% of our
    revenues from fixed monthly fees for storage services, which our
    customers pay to reserve storage space in our tanks and to
    compensate us for receiving an agreed upon average periodic
    amount of product volume, or throughput, on their behalf. These
    fees are owed to us regardless of the actual storage capacity
    utilized by our customers or the amount of throughput that we
    receive.
    Throughput Fees.  For the year ended
    December 31, 2010, we generated approximately 20% of our
    revenues from throughput fees, which our customers who do not
    store products at our facilities, who we refer to as our
    non-storage customers, pay us to receive or deliver volumes of
    products on their behalf to designated pipelines, third-party
    storage facilities or waterborne transportation. Our non-storage
    customers are typically not obligated to pay us any throughput
    fees unless we move volumes of products across our pipelines or
    docks on their behalf. In addition, our customers who store
    products at our facilities, who we refer to as our storage
    customers, pay us throughput fees when we receive volumes of
    products on their behalf that exceed the base throughput
    contemplated in their agreed upon monthly storage services fee.
    The revenues we generate from throughput fees vary based upon
    the volumes of products accepted at or withdrawn from our
    terminals.
    Ancillary Services Fees.  For the year ended
    December 31, 2010, we generated approximately 5% of our
    revenues from fees associated with ancillary services such as
    heating, mixing and blending our storage customers
    products that are stored in our tanks, transferring our storage
    customers products between our tanks and marine vapor
    recovery. The revenues we generate from ancillary services fees
    vary based upon the activity levels of our customers.   Our
    Business Strategies    
    Capitalize on organic growth opportunities by expanding and
    developing the assets and properties that we already own.
    Pursue accretive strategic acquisitions of terminaling, storage,
    pipeline and other midstream assets that will expand or
    complement our existing asset portfolio and that are expected to
    increase our revenues and cash flows.
    Maintain and develop strong customer relationships based upon a
    high quality of service, reliability, the efficiency of our
    existing assets and operations and our global marketing and
    relationship network.
    Maintain sound financial practices to ensure our long-term
    viability. Our
    Competitive Strengths    
    Well-positioned and highly integrated terminal assets creating
    high barriers of entry for potential competitors.
    Established relationships with customers generating multi-year
    contracts and stable cash flows.
    Expansive waterfront and dock capacity, allowing for efficient
    receipt of cargoes.
    Flexible, efficient and well-maintained assets that can be
    expanded at competitive costs.
    Financial flexibility to fund growth.
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
    Our relationship with the Oiltanking Group.
    Experienced management team and operational expertise.   Risk
    Factors    Risks
    Inherent in Our Business
  
    We may not have sufficient cash from operations following the
    establishment of cash reserves and payment of costs and
    expenses, including cost reimbursements to our general partner,
    to enable us to pay the minimum quarterly distribution to our
    unitholders.
    The assumptions underlying our forecast of cash available for
    distribution included in Cash Distribution Policy and
    Restrictions on Distributions are inherently uncertain and
    subject to significant business, economic, financial, regulatory
    and competitive risks and uncertainties that could cause cash
    available for distribution to differ materially from our
    estimates.
    Our business would be adversely affected if the operations of
    our customers experienced significant interruptions. In certain
    circumstances, the obligations of many of our key customers
    under their terminal services agreements may be reduced or
    suspended, which would adversely affect our financial condition
    and results of operations.
    Our financial results depend on the demand for the crude oil,
    refined petroleum products and liquified petroleum gas that we
    transport, store and distribute, among other factors, and the
    current economic downturn could result in lower demand for these
    products for a sustained period of time.
    Restrictions in our debt agreements could adversely affect our
    business, financial condition or results of operations.
    Our operations are subject to operational hazards and unforeseen
    interruptions, including interruptions from hurricanes or
    floods, for which we may not be adequately insured.
    Reduced volatility in energy prices or new government
    regulations could discourage our storage customers from holding
    positions in crude oil or refined petroleum products, which
    could adversely affect the demand for our storage services.
    Some of our current terminal services agreements are
    automatically renewing on a short-term basis, and may be
    terminated at the end of the current renewal term upon requisite
    notice. If one or more of our current terminal services
    agreements is terminated and we are unable to secure comparable
    alternative arrangements, our financial condition and results of
    operations will be adversely affected.
    Competition from other terminals that are able to supply our
    customers with comparable storage capacity at a lower price
    could adversely affect our financial condition and results of
    operations.
    The expected introduction of significant new crude oil supplies
    to the Gulf Coast region upon the completion of planned pipeline
    construction projects could decrease our customers
    dependence on waterborne crude oil imports and lead to a
    reduction in the demand for our marine terminal services.
    Our expansion of existing assets and construction of new assets
    may not result in revenue increases and will be subject to
    regulatory, environmental, political, legal and economic risks,
    which could adversely affect our operations and financial
    condition.
    If we are unable to make acquisitions on economically acceptable
    terms, our future growth would be limited, and any acquisitions
    we make may reduce, rather than increase, our cash generated
    from operations on a per unit basis.
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Risks
    Inherent in an Investment in Us
  
    OTA owns and controls our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Our general partner and its affiliates, including
    OTA, have conflicts of interest with us and limited fiduciary
    duties, and they may favor their own interests to the detriment
    of us and our unitholders.
    OTA and other affiliates of our general partner may compete with
    us.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors,
    which could reduce the price at which our common units will
    trade. 
  
    Unitholders will experience immediate and substantial dilution
    of $13.49 per common unit. 
  
    There is no existing market for our common units, and a trading
    market that will provide you with adequate liquidity may not
    develop. The price of our common units may fluctuate
    significantly, and unitholders could lose all or part of their
    investment.  Tax
    Risks to Common Unitholders
  
    Our tax treatment depends on our status as a partnership for
    U.S. federal income tax purposes, as well as our not being
    subject to a material amount of entity-level taxation by
    individual states. If the IRS were to treat us as a corporation
    for federal income tax purposes or we were to become subject to
    material additional amounts of entity-level taxation for state
    tax purposes, then our cash available for distribution to you
    could be substantially reduced.
    The tax treatment of publicly traded partnerships or an
    investment in our common units could be subject to potential
    legislative, judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
    You will be required to pay taxes on your share of our income
    even if you do not receive any cash distributions from us.
    Oiltanking Beaumont Specialty Products, LLC, one of our
    subsidiaries, conducts activities that may not generate
    qualifying income. If the income generated by this subsidiary
    disproportionately increases as a percentage of our total gross
    income, we may choose to have this subsidiary treated as a
    corporation for U.S. federal income tax purposes. Our
    Management
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The
    Oiltanking Group   
   
     Summary
    of Conflicts of Interest and Fiduciary Duties
 8




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Principal
    Executive Offices  (281) 457-7900. www.oiltankingpartners.com
 Formation
    Transactions and Partnership Structure      
    OTA will contribute all of its equity interests in Oiltanking
    Houston, L.P. and Oiltanking Beaumont Partners, L.P. to us;
    OTLP GP, LLC will maintain its 2.0% general partner interest in
    us. We also will issue to our general partner the incentive
    distribution rights, which entitle the holder to increasing
    percentages, up to a maximum of 48.0%, of the cash we distribute
    in excess of our minimum quarterly distribution of $0.3375 per
    unit per quarter, as described under Cash Distribution
    Policy and Restrictions on Distributions beginning on
    page 42;
    we will issue 10,000,000 common units to the public
    (11,500,000 common units if the underwriters exercise their
    option in full) and will use the net proceeds from this offering
    as described under Use of Proceeds beginning on
    page 39; 
  
    we will issue to OTA an aggregate of 9,449,901 common units and
    19,449,901 subordinated units, assuming that the underwriters do
    not exercise their option to purchase 1,500,000 additional
    common units and that we issue those common units to
    OTA;(1) 
  
    we will enter into a new $50.0 million revolving line of
    credit with Oiltanking Finance B.V., a wholly owned subsidiary
    of Oiltanking GmbH; and
    we will also enter into agreements with OTA and certain of its
    affiliates, pursuant to which we will agree upon certain aspects
    of our relationship with them, including the provision by OTA or
    one of its subsidiaries to us of certain selling, general and
    administrative services and employees, our agreement to
    reimburse OTA or one of its subsidiaries for the cost of such
    services and employees, certain indemnification obligations, the
    use by us of the name Oiltanking and related marks,
    and other matters. Please read Certain Relationships and
    Related Transactions  Agreements with Affiliates in
    Connection with the Transactions beginning on page 120.   
 (1)
    
    Of this amount, 7,949,901 common
    units will be issued to OTA at the closing of this offering and
    up to 1,500,000 common units will be issued to OTA within 30
    days of this offering for no additional consideration other than
    OTAs contribution of equity interests in Oiltanking
    Houston, L.P. and Oiltanking Beaumont Partners, L.P. to us in
    connection with the closing of this offering. However, if the
    underwriters exercise their option to purchase up to 1,500,000
    additional common units, the number of common units purchased by
    the underwriters pursuant to such exercise will be issued to the
    public and the remainder, if any, will be issued to OTA. Please
    see The Offering  Units Outstanding After This
    Offering.
 9




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##### Table of Contents



Organizational
    Structure    
  
 Public Common Units


25.2
%Interests of OTA:Common Units


23.8
%Subordinated Units


49.0
%General Partner Interest


2.0
%100.0
%  
   
 (1)
    
    Of this amount, 7,949,901 common
    units will be issued to OTA at the closing of this offering and
    up to 1,500,000 common units will be issued to OTA within
    30 days of this offering. However, if the underwriters
    exercise their option to purchase up to 1,500,000 additional
    common units, the number of common units purchased by the
    underwriters pursuant to such exercise will be issued to the
    public and the remainder, if any, will be issued to OTA. Please
    see The Offering  Units Outstanding After This
    Offering.
 10




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##### Table of Contents



The
    Offering  Common units offered to the public
    
    10,000,000 common units.11,500,000 common units if the underwriters exercise their
    option to purchase an additional 1,500,000 common units (the
    option units) in full. 
  Units outstanding after this offering
    
    19,449,901 common
    units(1)(

    and 19,449,901 subordinated units for a total of 38,899,802
    limited partner units regardless of whether or not the
    underwriters exercise their option to purchase up to an
    additional 1,500,000 common units. Of this amount, 7,949,901
    common units will be issued to OTA at the closing of this
    offering and, assuming the underwriters do not exercise their
    option to purchase up to an additional 1,500,000 option units,
    all 1,500,000 option units will be issued to OTA 30 days
    following this offering, upon the expiration of the
    underwriters option exercise period. However, if the
    underwriters do exercise their option to purchase any portion of
    the option units, we will (i) issue to the public the
    number of option units purchased by the underwriters pursuant to
    such exercise and (ii) issue to OTA, upon the expiration of
    the option exercise period, all remaining option units that had
    not previously been issued to the public. Any such option units
    issued to OTA will be issued for no consideration other than
    OTAs contribution of equity interests in Oiltanking
    Houston, L.P. and Oiltanking Beaumont Partners, L.P. to us in
    connection with the closing of this offering. Accordingly, the
    exercise of the underwriters option will not affect the
    total number of common units outstanding. In addition, our
    general partner will own a 2.0% general partner interest
    in us. 
  Use of proceeds
    
    We intend to use the estimated net proceeds of approximately
    $183.0 million from this offering (based on an assumed
    initial offering price of $      per
    common unit, the midpoint of the price range set forth on the
    cover page of this prospectus), after deducting the estimated
    underwriting discount and offering expenses, to: repay intercompany indebtedness owed to Oiltanking
    Finance B.V. in the amount of approximately
    $119.5 million; 
   reimburse Oiltanking Finance B.V. for approximately
    $7.1 million of fees incurred in connection with our
    repayment of such indebtedness; 
 
   make a distribution to OTA in the amount of
    $33.0 million; and 
 
   provide us working capital of $23.4 million. 
  If the underwriters exercise their option to purchase 1,500,000
    additional common units in full, the additional net proceeds
    would be approximately $28.1 million (based upon the
    midpoint of the price range set forth on the cover page of this
    prospectus). The net proceeds from any exercise of such option
    will be used to make a distribution to OTA. See Use of
    Proceeds beginning on page 39.Cash distributions
    
    Upon completion of this offering, our general partner will
    establish a minimum quarterly distribution of $0.3375 per common
    unit and subordinated unit ($1.35 per common unit and
    subordinated unit on an annualized basis) to the extent we have
    sufficient cash after establishment of reserves and payment of
    fees and expenses, including payments to our general partner and
    its affiliates. We refer to this cash as available
    cash, and it is defined in our partnership 
    (1)
 11




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##### Table of Contents



agreement included in this prospectus as Appendix A and in
    the glossary included in this prospectus as Appendix B. Our
    ability to pay the minimum quarterly distribution is subject to
    various restrictions and other factors described in more detail
    under the caption Cash Distribution Policy and
    Restrictions on Distributions beginning on page 42. 
  For the first quarter that we are publicly traded, we will pay
    investors in this offering a prorated distribution covering the
    period from the completion of this offering through
    September 30, 2011, based on the actual length of that
    period. 
  Our partnership agreement requires us to distribute all of our
    available cash each quarter in the following manner: first, 98.0% to the holders of our common
    units and 2.0% to our general partner, until each common unit
    has received the minimum quarterly distribution of $0.3375 plus
    any arrearages from prior quarters; and second, 98.0% to the holders of our
    subordinated units and 2.0% to our general partner, until each
    subordinated unit has received the minimum quarterly
    distribution of $0.3375.If cash distributions to our unitholders exceed $0.38813 per
    common unit and subordinated unit in any quarter, our
    unitholders and our general partner will receive distributions
    according to the following percentage allocations:  Marginal PercentageTotal Quarterly Distribution


Interest in DistributionsTarget Amount


Unitholders


General Partnerabove $0.3375 up to $0.38813






98.0
%


2.0
%above $0.38813 up to $0.42188






85.0
%


15.0
%above $0.42188 up to $0.50625






75.0
%


25.0
%above $0.50625






50.0
%


50.0
%
   The percentage interests shown for our general partner include
    its 2.0% general partner interest. We refer to the additional
    increasing distributions to our general partner in excess of
    2.0% as incentive distributions. Please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  General Partner Interest and Incentive
    Distribution Rights beginning on page 59.We believe, based on our financial forecast and related
    assumptions included in Cash Distribution Policy and
    Restrictions on Distributions, that we will have
    sufficient available cash to pay the minimum quarterly
    distribution of $0.3375 on all of our common units and
    subordinated units and the corresponding distribution on our
    general partners 2.0% interest for each quarter in the
    twelve months ending June 30, 2012. However, we do not have
    a legal obligation to pay quarterly distributions at our minimum
    quarterly distribution rate or at any other rate except as
    provided in our partnership agreement. There is no guarantee
    that we will distribute quarterly cash distributions to our
    unitholders in any quarter. Please read Cash Distribution
    Policy and Restrictions on Distributions beginning on
    page 42.Subordinated units
    
    OTA initially will own, directly or indirectly, all of our
    subordinated units. The principal difference between our common
    units and subordinated units is that in any quarter during the
    subordination period, holders of the subordinated units are not
    entitled to receive any distribution until the common units have
    received the minimum quarterly distribution plus any arrearages
    in the
 12




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##### Table of Contents



payment of the minimum quarterly distribution from prior
    quarters. Subordinated units will not accrue arrearages. 
  Conversion of subordinated units
    
    The subordination period will end on the first business day
    after we have earned and paid at least (1) $1.35 (the
    minimum quarterly distribution on an annualized basis) on each
    outstanding common unit and subordinated unit and the
    corresponding distribution on our general partners 2.0%
    interest for each of three consecutive, non-overlapping
    four-quarter periods ending on or after September 30, 2014
    or (2) $2.025 (150.0% of the annualized minimum quarterly
    distribution) on each outstanding common unit and subordinated
    unit and the corresponding distributions on our general
    partners 2.0% interest and the related distribution on the
    incentive distribution rights for the four-quarter period
    immediately preceding that date, in each case provided there are
    no arrearages on our common units at that time. 
  The subordination period also will end upon the removal of our
    general partner other than for cause if no subordinated units or
    common units held by the holder(s) of subordinated units or
    their affiliates are voted in favor of that removal.When the subordination period ends, all subordinated units will
    convert into common units on a
    one-for-one
    basis, and thereafter no common units will be entitled to
    arrearages.General partners right to reset the target distribution
    levels
    
    Our general partner, as the initial holder of all of our
    incentive distribution rights, has the right, at any time when
    there are no subordinated units outstanding and it has received
    incentive distributions at the highest level to which it is
    entitled (48.0%, in addition to distributions paid on its 2.0%
    general partner interest) for each of the prior four consecutive
    whole fiscal quarters, to reset the initial target distribution
    levels at higher levels based on our cash distributions at the
    time of the exercise of the reset election. If our general
    partner transfers all or a portion of our incentive distribution
    rights in the future, then the holder or holders of a majority
    of our incentive distribution rights will be entitled to
    exercise this right. The following assumes that our general
    partner holds all of the incentive distribution rights at the
    time that a reset election is made. Following a reset election,
    the minimum quarterly distribution will be adjusted to equal the
    reset minimum quarterly distribution, and the target
    distribution levels will be reset to correspondingly higher
    levels based on the same percentage increases above the reset
    minimum quarterly distribution as the current target
    distribution levels.If our general partner elects to reset the target distribution
    levels, it will be entitled to receive a number of common units
    and a general partner interest necessary to maintain its general
    partner interest in us immediately prior to the reset election.
    The number of common units to be issued to our general partner
    will equal the number of common units that would have entitled
    the holder to an average aggregate quarterly cash distribution
    in the prior two quarters equal to the average of the
    distributions to our general partner on the incentive
    distribution rights in such prior two quarters. Please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  General Partners Right to Reset
    Incentive Distribution Levels beginning on page 60.Issuance of additional units
    
    Our partnership agreement authorizes us to issue an unlimited
    number of additional units without the approval of our
    unitholders. Please read Units
 13




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##### Table of Contents



Eligible for Future Sale beginning on page 149 and
    The Partnership Agreement  Issuance of
    Additional Interests beginning on page 139. 
  Limited voting rights
    
    Our general partner will manage and operate us. Unlike the
    holders of common stock in a corporation, our unitholders will
    have only limited voting rights on matters affecting our
    business. Our unitholders will have no right to elect our
    general partner or its directors on an annual or other
    continuing basis. Our general partner may not be removed except
    by a vote of the holders of at least
    662/3%
    of the outstanding units, including any units owned by our
    general partner and its affiliates, voting together as a single
    class. Upon consummation of this offering, OTA will own an
    aggregate of 74.3% of our outstanding voting units (or 70.4% of
    our outstanding voting units, if the underwriters exercise their
    option to purchase additional common units in full). This will
    give OTA the ability to prevent the removal of our general
    partner. Please read The Partnership Agreement 
    Voting Rights beginning on page 138. 
  Limited call right
    
    If at any time our general partner and its affiliates own more
    than 80% of the outstanding common units, our general partner
    has the right, but not the obligation, to purchase all of the
    remaining common units at a price equal to the greater of
    (1) the average of the daily closing price of the common
    units over the 20 trading days preceding the date three days
    before notice of exercise of the call right is first mailed and
    (2) the highest
    per-unit
    price paid by our general partner or any of its affiliates for
    common units during the
    90-day
    period preceding the date such notice is first mailed. Please
    read The Partnership Agreement  Limited Call
    Right beginning on page 144.Estimated ratio of taxable income to distributions
    
    We estimate that if you own the common units you purchase in
    this offering through the record date for distributions for the
    period ending December 31, 2014, you will be allocated, on
    a cumulative basis, an amount of federal taxable income for that
    period that will be less than 20% of the cash distributed to you
    with respect to that period. For example, if you receive an
    annual distribution of $1.35 per unit, we estimate that your
    average allocable federal taxable income per year will be no
    more than approximately $0.27 per unit. Thereafter, the
    ratio of allocable taxable income to cash distributions to you
    could substantially increase. Please read Material U.S.
    Federal Income Tax Consequences  Tax Consequences of
    Unit Ownership beginning on page 151 for the basis of
    this estimate.Material federal income tax consequences
    
    For a discussion of the material federal income tax consequences
    that may be relevant to prospective unitholders who are
    individual citizens or residents of the United States, please
    read Material U.S. Federal Income Tax Consequences
    beginning on page 150. 
  Exchange listing
    
    We have been approved to list our common units on the NYSE,
    subject to official notice of issuance, under the symbol
    OILT.
 14




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##### Table of Contents



Summary
    Historical and Pro Forma Financial and Operating Data        
    the contribution by OTA of its partnership interests in
    Oiltanking Houston, L.P. and Oiltanking Beaumont Partners, L.P.
    to us; 
  
    the issuance by us to OTA of 9,449,901 common units and
    19,449,901 subordinated units; 
  
    the issuance by us to our general partner of a 2.0% general
    partner interest and the incentive distribution rights
    in us;
    the issuance by us to the public of 10,000,000 common units and
    the use of the net proceeds from this offering (assuming a price
    of $      per common unit, the midpoint
    of the price range set forth on the cover of this prospectus) as
    described under Use of Proceeds beginning on
    page 39; 
  
    the change in sponsor of a postretirement benefit plan and a
    deferred compensation plan from Oiltanking Houston, L.P. to OTA; 
  
    the elimination of certain assets not contributed to us;
    the change in tax status of Oiltanking Houston, L.P. to a
    non-taxable entity; and
    the elimination of historical interest expense associated with
    the repayment of intercompany indebtedness to Oiltanking Finance
    B.V. in the amount of approximately $119.5 million from the
    net proceeds of the offering.
 15




---



##### Table of Contents



Predecessor Historical


Pro FormaThree Months





Three MonthsYear Ended


Ended


Year Ended


EndedDecember 31,


March 31,


December 31,


March 31,2008


2009


2010


2010


2011


2010


2011(In thousands)Statements of Income Data:Revenues

$
79,112


$
100,840


$
116,450


$
27,742


$
29,955


$
116,450


$
29,955Operating costs and expenses:Operating


29,437



29,158



32,415



7,951



8,424



32,415



8,424Depreciation and amortization


12,854



14,191



15,579



3,804



3,875



15,006



3,744Selling, general and administrative


9,709



13,830



15,775



4,096



4,792



14,265



4,217(Gain) loss on disposal of fixed assets


(4
)


96



(339
)


(13
)


544



(339
)


544Gain on property casualty indemnification










(4,688
)


(3,701
)


(247
)


(4,688
)


(247
)Loss on impairment of assets


213



155



46











46



Total Operating Costs and Expenses


52,209



57,430



58,788



12,137



17,388



56,705



16,682Operating Income


26,903



43,410



57,662



15,605



12,567



59,745



13,273Other income (expense):Interest expense


(7,356
)


(8,401
)


(9,538
)


(2,479
)


(2,279
)


(2,235
)


(570
)Interest income


116



98



74



3



15



74



15Other income (expense)


(912
)


491



1,100



152



96



937



83Total Other Expense, Net


(8,152
)


(7,812
)


(8,364
)


(2,324
)


(2,168
)


(1,224
)


(472
)Income Before Income Tax Expense


18,751



35,598



49,298



13,281



10,399



58,521



12,801Income tax expense:Current


3,202



5,579



7,527



2,903



3,214



191



70Deferred


2,964



4,903



3,956



(461
)


(435
)






Total Income Tax Expense


6,166



10,482



11,483



2,442



2,779



191



70Net Income

$
12,585


$
25,116


$
37,815


$
10,839


$
7,620


$
58,330


$
12,731
 16




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##### Table of Contents



Predecessor Historical


Pro FormaThree Months





Three MonthsYear Ended


Ended


Year Ended


EndedDecember 31,


March 31,


December 31,


March 31,2008


2009


2010


2010


2011


2010


2011(In thousands, except operating information)Balance Sheet Data (at period end):Property, plant and equipment, less accumulated depreciation

$
248,016


$
268,057


$
265,616






$
265,950






$
259,572Total Assets


274,838



303,500



310,469







304,970







295,887Total Liabilities


205,927



213,404



206,420







193,283







37,465Total Partners Capital


68,911



90,096



104,049







111,687







258,422Cash Flow Data:Net cash provided by (used in):Operating activities

$
27,022


$
32,253


$
60,678


$
15,921


$
7,614Investing activities


(64,435
)


(34,469
)


(30,191
)


(13,624
)


(4,502
)Financing activities


39,558



3,243



(27,597
)


(4,100
)


(4,975
)Other Financial Data:Adjusted EBITDA(1)

$
39,966


$
57,852


$
68,260


$
15,695


$
16,739


$
69,770


$
17,314Capital Expenditures:Maintenance(2)

$
3,534


$
1,414


$
3,536


$
607


$
377Expansion(3)


60,934



33,065



7,631



2,052



3,828Total

$
64,468


$
34,479


$
11,167


$
2,659


$
4,205Operating Data:Storage capacity, end of period (mmbbls)


15.2



16.4



16.8



16.8



16.8Storage capacity, average (mmbbls)


14.2



15.7



16.8



16.6



16.8Terminal throughput (mbpd)


695.2



700.6



784.9



740.8



822.1Vessels per period


743



694



799



171



211Barges per period


2,481



2,520



2,910



772



646  
    (1)
    
    Adjusted EBITDA is defined in
     Non-GAAP Financial Measure below.(2)
    
    Maintenance capital expenditures are those capital expenditures
    required to maintain our long-term operating capacity.(3)
    
    Expansion capital expenditures are capital expenditures made to
    increase the long-term operating capacity of our asset base
    whether through construction or acquisitions. Non-GAAP Financial
    Measure      
    our operating performance as compared to other publicly traded
    partnerships in the midstream energy industry, without regard to
    historical cost basis or financing methods;
    the ability of our assets to generate sufficient cash flow to
    make distributions to our unitholders;
    our ability to incur and service debt and fund capital
    expenditures; and
    the viability of acquisitions and other capital expenditure
    projects and the returns on investment in various opportunities.
 17




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##### Table of Contents



Predecessor Historical


Pro FormaYear


ThreeEnded


MonthsThree Months Ended


December


EndedYear Ended December 31,


March 31,


31,


March 31,2008


2009


2010


2010


2011


2010


2011(In thousands)Reconciliation of Adjusted EBITDA to net income:Net income

$
12,585


$
25,116


$
37,815


$
10,839


$
7,620


$
58,330


$
12,731Depreciation and amortization expense


12,854



14,191



15,579



3,804



3,875



15,006



3,744Income tax expense


6,166



10,482



11,483



2,442



2,779



191



70Interest expense, net


7,240



8,303



9,464



2,476



2,264



2,161



555(Gain) loss on disposal of fixed assets


(4
)


96



(339
)


(13
)


544



(339
)


544Gain on property casualty indemnification










(4,688
)


(3,701
)


(247
)


(4,688
)


(247
)Loss on impairment of assets


213



155



46











46



Other (income) expense


912



(491
)


(1,100
)


(152
)


(96
)


(937
)


(83
)Adjusted EBITDA

$
39,966


$
57,852


$
68,260


$
15,695


$
16,739


$
69,770


$
17,314Reconciliation of Adjusted EBITDA to net cash provided by
    operating activities:Net cash from operating activities

$
27,022


$
32,253


$
60,678


$
15,921


$
7,614Changes in assets and liabilities


3,786



12,956



(7,207
)


(5,186
)


4,173Deferred income taxes (non-cash)


(2,964
)


(4,903
)


(3,956
)


461



435Postretirement net periodic benefit cost


(1,104
)


(1,219
)


(1,265
)


(335
)


(443
)Income tax expense


6,166



10,482



11,483



2,442



2,779Interest expense, net


7,240



8,303



9,464



2,476



2,264Other income (excluding unrealized gain/loss on investments)


(180
)


(20
)


(937
)


(84
)


(83
)Adjusted EBITDA

$
39,966


$
57,852


$
68,260


$
15,695


$
16,739
 18




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##### Table of Contents



RISK
    FACTORS  Limited partner interests are inherently different from the
    capital stock of a corporation, although many of the business
    risks to which we are subject are similar to those that would be
    faced by a corporation engaged in a similar business. You should
    carefully consider the following risk factors together with all
    of the other information included in this prospectus in
    evaluating an investment in our common units.
  If any of the following risks were to occur, our business,
    financial condition, results of operations and cash available
    for distribution could be materially adversely affected. In that
    case, we might not be able to make distributions on our common
    units, the trading price of our common units could decline, and
    you could lose all or part of your investment.
 Risks
    Inherent in Our Business  We may
    not have sufficient cash from operations following the
    establishment of cash reserves and payment of costs and
    expenses, including cost reimbursements to our general partner,
    to enable us to pay the minimum quarterly distribution to our
    unitholders.
 
   
  
    the volumes of crude oil, refined petroleum products and
    liquefied petroleum gas we handle;
    the terminaling and storage fees with respect to volumes that we
    handle;
    damage to pipelines, facilities, related equipment and
    surrounding properties caused by hurricanes, earthquakes,
    floods, fires, severe weather, explosions and other natural
    disasters and acts of terrorism or inadvertent damage to
    pipelines from construction, farm and utility equipment;
    leaks or accidental releases of products or other materials into
    the environment, whether as a result of human error or otherwise;
    planned or unplanned shutdowns of the refineries and chemical
    production facilities owned by our customers;
    prevailing economic and market conditions;
    difficulties in collecting our receivables because of credit or
    financial problems of customers;
    the effects of new or expanded health, environmental and safety
    regulations;
    governmental regulation, including changes in governmental
    regulation of the industries in which we operate;
    changes in tax laws;
    weather conditions; and
    force majeure.    
    the level of capital expenditures we make;
    the cost of acquisitions;
    our debt service requirements and other liabilities;
    fluctuations in our working capital needs;
    our ability to borrow funds and access capital markets; 19




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##### Table of Contents




    restrictions contained in debt agreements to which we are a
    party; and
    the amount of cash reserves established by our general partner.    The
    assumptions underlying our forecast of cash available for
    distribution included in Cash Distribution Policy and
    Restrictions on Distributions are inherently uncertain and
    subject to significant business, economic, financial, regulatory
    and competitive risks and uncertainties that could cause cash
    available for distribution to differ materially from our
    estimates.
      Our
    business would be adversely affected if the operations of our
    customers experienced significant interruptions. In certain
    circumstances, the obligations of many of our key customers
    under their terminal services agreements may be reduced or
    suspended, which would adversely affect our financial condition
    and results of operations.
    
    catastrophic events, including hurricanes;
    environmental remediation;
    labor difficulties; and
    disruptions in the supply of products to or from our facilities.     20




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##### Table of Contents



Our
    financial results depend on the demand for the crude oil,
    refined petroleum products and liquefied petroleum gas that we
    transport, store and distribute, among other factors, and the
    current economic downturn could result in lower demand for these
    products for a sustained period of time.
      
    the impact of weather on demand for oil;
    the level of domestic oil and gas production, both on a
    stand-alone basis and as compared to the level of foreign oil
    and gas production;
    higher fuel taxes or other governmental or regulatory actions
    that increase, directly or indirectly, the cost of gasoline;
    an increase in automotive engine fuel economy, whether as a
    result of a shift by consumers to more fuel-efficient vehicles
    or technological advances by manufacturers;
    the increased use of alternative fuel sources, such as ethanol,
    biodiesel, fuel cells and solar, electric and battery-powered
    engines. Current laws will require a significant increase in the
    quantity of ethanol and biodiesel used in transportation fuels
    between now and 2022. Such an increase could have a material
    impact on the volume of fuels transported on our pipeline or
    loaded at our terminals; and
    an increase in the market price of crude oil that leads to
    higher refined petroleum product prices, which may reduce demand
    for refined petroleum products and drive demand for alternative
    products. Market prices for crude oil and refined petroleum
    products are subject to wide fluctuation in response to changes
    in global and regional supply that are beyond our control, and
    increases in the price of crude oil may result in a lower demand
    for refined petroleum products.    Restrictions
    in our debt agreements could adversely affect our business,
    financial condition or results of operations.
    Our
    operations are subject to operational hazards and unforeseen
    interruptions, including interruptions from hurricanes or
    floods, for which we may not be adequately
    insured.
   21




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and/or
    sub-limits
  Reduced
    volatility in energy prices or new government regulations could
    discourage our storage customers from holding positions in crude
    oil or refined petroleum products, which could adversely affect
    the demand for our storage services.
  and/or
  Some
    of our current terminal services agreements are automatically
    renewing on a short-term basis, and may be terminated at the end
    of the current renewal term upon requisite notice. If one or
    more of our current terminal services agreements is terminated
    and we are unable to secure comparable alternative arrangements,
    our financial condition and results of operations will be
    adversely affected.
    Competition
    from other terminals that are able to supply our customers with
    comparable storage capacity at a lower price could adversely
    affect our financial condition and results of
    operations.
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
    our competitors construction of new assets or redeployment
    of existing assets in a manner that would result in more intense
    competition in the markets we serve;
    the perception that another company may provide better
    service; and
    the availability of alternative supply points or supply points
    located closer to our customers operations.    The
    expected introduction of significant new crude oil supplies to
    the Gulf Coast region upon the completion of planned pipeline
    construction projects could decrease our customers
    dependence on waterborne crude oil imports and lead to a
    reduction in the demand for our marine terminal
    services.
      Our
    expansion of existing assets and construction of new assets may
    not result in revenue increases and will be subject to
    regulatory, environmental, political, legal and economic risks,
    which could adversely affect our operations and financial
    condition.
      If we
    are unable to make acquisitions on economically acceptable
    terms, our future growth would be limited, and any acquisitions
    we make may reduce, rather than increase, our cash generated
    from operations on a per unit basis.
   23




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
    mistaken assumptions about revenues and costs, including
    synergies;
    an inability to integrate successfully the businesses we acquire;
    an inability to hire, train or retain qualified personnel to
    manage and operate our business and newly acquired assets;
    the assumption of unknown liabilities;
    limitations on rights to indemnity from the seller;
    mistaken assumptions about the overall costs of equity or debt;
    the diversion of managements attention from other business
    concerns;
    unforeseen difficulties operating in new product areas or new
    geographic areas; and
    customer or key employee losses at the acquired businesses.   
  Revenues
    we generate from throughput fees vary based upon the volumes of
    products handled at our terminals and the activity levels of our
    customers. Any short- or long-term decrease in the demand for
    the crude oil, refined petroleum products or liquefied petroleum
    gas we handle or any interruptions to the operations of certain
    of our customers, could reduce the amount of cash we generate
    and adversely affect our ability to make distributions to our
    unitholders.
 
      We are
    exposed to the credit risk of our customers, and any material
    nonpayment or nonperformance by our key customers could
    adversely affect our financial results and cash available for
    distribution.
   24




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Any
    reduction in the capability of our customers to utilize
    third-party pipelines that interconnect with our terminals, or
    to continue utilizing them at current costs, could cause a
    reduction of volumes transported through our
    terminals.
    If we
    are unable to diversify our assets and geographic locations, our
    ability to make distributions to our unitholders could be
    adversely affected.
    Mergers
    among our customers and competitors could result in lower
    volumes being stored in or distributed through our terminals,
    thereby reducing the amount of cash we generate.
    We may
    incur significant costs and liabilities in complying with
    environmental, health and safety laws and regulations, which are
    complex and frequently changing.
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We
    could incur significant costs and liabilities in responding to
    contamination that occurs at our facilities.
    Climate
    change legislation or regulations restricting emissions of
    greenhouse gases could result in increased operating and capital
    costs and reduced demand for our storage services.
    and/or
    Terrorist
    attacks aimed at our facilities or surrounding areas could
    adversely affect our business.
   26




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Risks
    Inherent in an Investment in Us  OTA
    owns and controls our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Our general partner and its affiliates, including
    OTA, have conflicts of interest with us and limited fiduciary
    duties, and they may favor their own interests to the detriment
    of us and our unitholders.
    
    our general partner is allowed to take into account the
    interests of parties other than us, such as OTA, in resolving
    conflicts of interest, which has the effect of limiting its
    fiduciary duty to our unitholders;
    neither our partnership agreement nor any other agreement
    requires OTA to pursue a business strategy that favors us;
    our partnership agreement limits the liability of and reduces
    fiduciary duties owed by our general partner and also restricts
    the remedies available to unitholders for actions that, without
    the limitations, might constitute breaches of fiduciary duty;
    except in limited circumstances, our general partner has the
    power and authority to conduct our business without unitholder
    approval;
    our general partner determines the amount and timing of asset
    purchases and sales, borrowings, issuances of additional
    partnership securities and the level of reserves, each of which
    can affect the amount of cash that is distributed to our
    unitholders;
    our general partner determines the amount and timing of any
    capital expenditure and whether a capital expenditure is
    classified as a maintenance capital expenditure, which reduces
    operating surplus, or an expansion capital expenditure, which
    does not reduce operating surplus. Our partnership agreement
    does not set a limit on the amount of maintenance capital
    expenditures that our general partner may estimate. Please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  Capital Expenditures for a
    discussion on when a capital expenditure constitutes a
    maintenance capital expenditure or an expansion capital
    expenditure. This determination can affect the amount of cash
    that is distributed to our unitholders which, in turn, may
    affect the ability of the subordinated units to convert. Please
    read Provisions of Our Partnership Agreement Relating to
    Cash Distributions  Subordination Period;
    our general partner may cause us to borrow funds in order to
    permit the payment of cash distributions, even if the purpose or
    effect of the borrowing is to make a distribution on the
    subordinated units, to make incentive distributions or to
    accelerate the expiration of the subordination period;
    our partnership agreement permits us to distribute up to
    $30 million as operating surplus, even if it is generated
    from asset sales, non-working capital borrowings or other
    sources that would otherwise constitute capital surplus. This
    cash may be used to fund distributions on our subordinated units
    or the incentive distribution rights;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or entering into additional contractual
    arrangements with its affiliates on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations; 27




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
    our general partner may exercise its right to call and purchase
    common units if it and its affiliates own more than 80% of the
    common units;
    our general partner controls the enforcement of obligations that
    it and its affiliates owe to us;
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us; and
    our general partner may elect to cause us to issue common units
    to it in connection with a resetting of the target distribution
    levels related to our general partners incentive
    distribution rights without the approval of the conflicts
    committee of the board of directors of our general partner or
    the unitholders. This election may result in lower distributions
    to the common unitholders in certain situations.    Our
    general partner intends to limit its liability regarding our
    obligations.
    Our
    partnership agreement requires that we distribute all of our
    available cash, which could limit our ability to grow and make
    acquisitions.
      Our
    partnership agreement limits our general partners
    fiduciary duties to holders of our common and subordinated
    units.
    
    how to allocate business opportunities among us and its
    affiliates;
    whether to exercise its limited call right; 28




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
    how to exercise its voting rights with respect to the units it
    owns;
    whether to exercise its registration rights;
    whether to elect to reset target distribution levels; and
    whether or not to consent to any merger or consolidation of the
    partnership or amendment to the partnership agreement.    Our
    partnership agreement restricts the remedies available to
    holders of our common and subordinated units for actions taken
    by our general partner that might otherwise constitute breaches
    of fiduciary duty.
    
    whenever our general partner makes a determination or takes, or
    declines to take, any other action in its capacity as our
    general partner, our general partner is required to make such
    determination, or take or decline to take such other action, in
    good faith, and will not be subject to any other or different
    standard imposed by our partnership agreement, Delaware law, or
    any other law, rule or regulation, or at equity;
    our general partner will not have any liability to us or our
    unitholders for decisions made in its capacity as a general
    partner so long as it acted in good faith, meaning that it
    believed that the decision was in the best interest of our
    partnership;
    our general partner and its officers and directors will not be
    liable for monetary damages to us or our limited partners
    resulting from any act or omission unless there has been a final
    and non-appealable judgment entered by a court of competent
    jurisdiction determining that our general partner or its
    officers and directors, as the case may be, acted in bad faith
    or engaged in fraud or willful misconduct or, in the case of a
    criminal matter, acted with knowledge that the conduct was
    criminal; and
    our general partner will not be in breach of its obligations
    under the partnership agreement or its fiduciary duties to us or
    our limited partners if a transaction with an affiliate or the
    resolution of a conflict of interest is:  (1)
    approved by the conflicts committee of the board of directors of
    our general partner, although our general partner is not
    obligated to seek such approval;(2)
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    and its affiliates;(3)
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or(4)
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.   29




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OTA
    and other affiliates of our general partner may compete with
    us.
      Our
    general partner may elect to cause us to issue common units to
    it in connection with a resetting of the target distribution
    levels related to its incentive distribution rights, without the
    approval of the conflicts committee of its board of directors or
    the holders of our common units. This could result in lower
    distributions to holders of our common units.
      Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its directors, which
    could reduce the price at which our common units will
    trade.
   30




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Even
    if holders of our common units are dissatisfied, they cannot
    initially remove our general partner without its
    consent.
 
  2 3
 
 
  Unitholders
    will experience immediate and substantial dilution of $13.49 per
    common unit.
 
 
   
  Our
    general partner interest or the control of our general partner
    may be transferred to a third party without unitholder
    consent.
    Our
    general partner has a limited call right that may require
    unitholders to sell their common units at an undesirable time or
    price.
  per-unit 90-day
 31




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We may
    issue additional units without unitholder approval, which would
    dilute existing unitholder ownership interests.
    
    our existing unitholders proportionate ownership interest
    in us will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline. Please read
    The Partnership Agreement  Issuance of
    Additional Interests.  The
    market price of our common units could be adversely affected by
    sales of substantial amounts of our common units in the public
    or private markets, including sales by OTA or other large
    holders.
 
  one-for-one 180-day lock-up lock-up
 
  Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
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Cost
    reimbursements due to our general partner and its affiliates for
    services provided to us or on our behalf will reduce cash
    available for distribution to our unitholders. The amount and
    timing of such reimbursements will be determined by our general
    partner.
    The
    amount of cash we have available for distribution to holders of
    our units depends primarily on our cash flow and not solely on
    profitability, which may prevent us from making cash
    distributions during periods when we record net
    income.
    While
    our partnership agreement requires us to distribute all of our
    available cash, our partnership agreement, including provisions
    requiring us to make cash distributions contained therein, may
    be amended.
 
   
  There
    is no existing market for our common units, and a trading market
    that will provide you with adequate liquidity may not develop.
    The price of our common units may fluctuate significantly, and
    unitholders could lose all or part of their
    investment.
     33




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
    our quarterly distributions;
    our quarterly or annual earnings or those of other companies in
    our industry;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic conditions;
    the failure of securities analysts to cover our common units
    after this offering or changes in financial estimates by
    analysts;
    future sales of our common units; and
    the other factors described in these Risk Factors.  Unitholders
    may have liability to repay distributions and in certain
    circumstances may be personally liable for the obligations of
    the partnership.
  Section 17-607
    The
    NYSE does not require a publicly traded partnership like us to
    comply with certain of its corporate governance
    requirements.
 
   
  We
    will incur increased costs as a result of being a publicly
    traded partnership.
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Tax Risks
    to Common Unitholders    Our
    tax treatment depends on our status as a partnership for U.S.
    federal income tax purposes, as well as our not being subject to
    a material amount of entity-level taxation by individual states.
    If the IRS were to treat us as a corporation for federal income
    tax purposes or we were to become subject to material additional
    amounts of entity-level taxation for state tax purposes, then
    our cash available for distribution to you could be
    substantially reduced.
           35




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The
    tax treatment of publicly traded partnerships or an investment
    in our common units could be subject to potential legislative,
    judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
    You
    will be required to pay taxes on your share of our income even
    if you do not receive any cash distributions
    from us.
    Oiltanking
    Beaumont Specialty Products, LLC, one of our subsidiaries,
    conducts activities that may not generate qualifying income. If
    the income generated by this subsidiary disproportionately
    increases as a percentage of our total gross income, we may
    choose to have this subsidiary treated as a corporation for U.S.
    federal income tax purposes.
      The
    sale or exchange of 50% or more of our capital and profits
    interests during any twelve-month period will result in the
    termination of our partnership for federal income tax
    purposes.
   36




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Tax
    gain or loss on the disposition of our common units could be
    more or less than expected.
    Tax-exempt
    entities and
    non-U.S.
    persons face unique tax issues from owning common units that may
    result in adverse tax consequences to them.
  non-U.S. persons non-U.S. persons non-U.S. persons non-U.S. person,
  If the
    IRS contests the federal income tax positions we take, the
    market for our common units may be adversely impacted and the
    cost of any IRS contest will reduce our cash available for
    distribution to you.
    We
    will treat each purchaser of our common units as having the same
    tax benefits without regard to the actual common units
    purchased. The IRS may challenge this treatment, which could
    adversely affect the value of the common units.
   37




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We
    will prorate our items of income, gain, loss and deduction
    between transferors and transferees of our units each month
    based upon the ownership of our units on the first day of each
    month, instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    A
    unitholder whose common units are loaned to a short
    seller to cover a short sale of common units may be
    considered as having disposed of those common units. If so, he
    would no longer be treated for tax purposes as a partner with
    respect to those common units during the period of the loan and
    may recognize gain or loss from the disposition.
   38




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USE OF
    PROCEEDS    
    repay intercompany indebtedness owed to Oiltanking Finance B.V.
    in the amount of approximately $119.5 million; 
  
    reimburse Oiltanking Finance B.V. for approximately
    $7.1 million of fees incurred in connection with our
    repayment of such indebtedness; 
 
  
    make a distribution to OTA in the amount of
    $33.0 million; and 
 
  
    provide us working capital of $23.4 million. 
 
   
     39




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CAPITALIZATION    
    on an actual basis for Oiltanking Predecessor, representing the
    combination of Oiltanking Houston, L.P. and Oiltanking Beaumont
    Partners, L.P.; 
  
    as adjusted to give effect to our change in tax status to a
    non-taxable entity, the change in sponsor of a postretirement
    benefit plan and a deferred compensation plan from Oiltanking
    Houston, L.P. to OTA and the elimination of certain assets not
    contributed to us; and 
  
    as further adjusted to reflect the offering of our common units,
    the other transactions described under Summary 
    Formation Transactions and Partnership Structure and the
    application of the net proceeds from this offering as described
    under Use of Proceeds.    
 As of March 31, 2011As FurtherHistorical


As Adjusted


Adjusted(In thousands)Debt:Term Borrowings from Oiltanking Finance B.V.(1)

$
143,758
(2)

$
143,758


$
24,300
(2)Revolving line of credit










Total debt

$
143,758


$
143,758


$
24,300Partners equity:Oiltanking Predecessor

$
111,687


$
115,522


$
Held by public:Common units










183,000Held by OTA:Common units










24,003Subordinated units










49,403General partner interest










2,016Total partners equity

$
111,687


$
115,522


$
258,422Total capitalization

$
255,445


$
259,280


$
282,722  
    (1)
    
    For additional information regarding our term borrowings from
    Oiltanking Finance, B.V. and the borrowings we expect to repay
    with the proceeds from this offering, please see
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources  Term Borrowings. 
  (2)
    
    As of June 22, 2011, approximately $142.0 million in
    term borrowings were outstanding. Upon our repayment of
    approximately $119.5 million of such indebtedness with a
    portion of the net proceeds from this offering as described
    under Use of Proceeds, we will have
    $22.5 million in term borrowings outstanding. 
 40




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DILUTION   
  
 Assumed initial public offering price per common unit

$
20.00Pro forma net tangible book value per common unit before the
    offering(1)

$
3.89Increase in net tangible book value per common unit attributable
    to purchasers in the offering


2.62Less: Pro forma net tangible book value per common unit after
    the offering(2)


6.51Immediate dilution in net tangible book value per common unit to
    purchasers in the offering(3)

$
13.49  
   
  (1)
    
    Determined by dividing the pro forma net tangible book value of
    the contributed assets and liabilities by the number of units
    (9,449,901 common units, 19,449,901 subordinated units and the
    2.0% general partner interest represented by 793,874 notional
    general partner units) to be issued to our general partner and
    its affiliates for their contribution of assets and liabilities
    to us. The number of units notionally represented by the 2.0%
    general partner interest is determined by multiplying the total
    number of units deemed to be outstanding (i.e., the total number
    of common and subordinated units outstanding divided by 98.0%)
    by the 2.0% general partner interest. 
 
  (2)
    
    Determined by dividing our pro forma net tangible book value,
    after giving effect to the use of the net proceeds of the
    offering, by the total number of units (19,449,901 common units,
    19,449,901 subordinated units, and the 2.0% general partner
    interest represented by 793,874 notional general partner units)
    to be outstanding after the offering. The number of units
    notionally represented by the 2.0% general partner interest is
    determined by multiplying the total number of units deemed to be
    outstanding (i.e., the total number of common units and
    subordinated units outstanding divided by 98.0%) by the 2.0%
    general partner interest. 
  (3)
    
    Because the total number of units outstanding following this
    offering will not be impacted by any exercise of the
    underwriters option to purchase additional common units
    and any net proceeds from such exercise will not be retained by
    us, there will be no change to the dilution in net tangible book
    value per common unit to purchasers in the offering due to any
    such exercise of the option.    
 Units


Total ConsiderationNumber


Percent


Amount


PercentGeneral partner and OTA(1)(2)(3)


29,693,676



74.8
%

$
75.4



29.2
%Purchasers in the offering


10,000,000



25.2
%

$
183.0



70.8
%Total


39,693,676



100
%

$
258.4



100
%  
   
  (1)
    
    Upon the consummation of the transactions contemplated by this
    prospectus, our general partner and its affiliates will own
    9,449,901 common units, 19,449,901 subordinated units and a 2.0%
    general partner interest represented by 793,874 notional general
    partner units. The number of units notionally represented by the
    2.0% general partner interest is determined by multiplying the
    total number of units deemed to be outstanding (i.e., the total
    number of common and subordinated units outstanding divided by
    98.0%) by the 2.0% general partner interest. 
  (2)
    
    The assets contributed by OTA will be recorded at historical
    cost. The book value of the consideration provided by OTA as of
    March 31, 2011 was approximately $111.7 million.(3)
    
    Assumes the underwriters option to purchase additional
    common units is not exercised. 41




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CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS  You should read the following discussion of our cash
    distribution policy in conjunction with
     Significant Forecast Assumptions
    below, which includes the factors and assumptions upon which we
    base our cash distribution policy. In addition, you should read
    Forward-Looking Statements and Risk
    Factors for information regarding statements that do not
    relate strictly to historical or current facts and certain risks
    inherent in our business.
  For additional information regarding our historical and pro
    forma combined results of operations, you should refer to the
    audited historical combined financial statements as of
    December 31, 2009 and 2010 and for the years ended
    December 31, 2008, 2009 and 2010, the unaudited historical
    condensed combined financial statements as of March 31,
    2011 and for the three months ended March 31, 2010 and 2011
    and our unaudited pro forma condensed combined financial
    statements for the year ended December 31, 2010 and as of
    and for the three months ended March 31, 2011 included
    elsewhere in this prospectus.
 General  Rationale
    for Our Cash Distribution Policy
    Limitations
    on Cash Distributions and Our Ability to Change Our Cash
    Distribution Policy
    
    Our cash distribution policy will be subject to restrictions on
    distributions under our expected revolving line of credit and
    other borrowings from Oiltanking Finance B.V., which will
    contain financial tests and covenants that we must satisfy.
    These financial tests and covenants are described in
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources  Liquidity. Should we be
    unable to satisfy these restrictions or if we are otherwise in
    default under our revolving line of credit, we will be
    prohibited from making cash distributions to you notwithstanding
    our stated cash distribution policy.
    Our general partner will have the authority to establish cash
    reserves for the prudent conduct of our business and for future
    cash distributions to our unitholders, and the establishment of
    or increase in those reserves could result in a reduction in
    cash distributions from levels we currently anticipate pursuant
    to our stated cash distribution policy. Our partnership
    agreement does not set a limit on the amount of cash reserves
    that our general partner may establish. Any decision to
    establish cash reserves made by our general partner in good
    faith will be binding on our unitholders.
    Prior to making any distribution on the common units, we will
    reimburse our general partner and its affiliates for all direct
    and indirect expenses they incur on our behalf pursuant to a
    services agreement with OT Services, a wholly-owned
    subsidiary of OTA. Neither our partnership agreement nor the
    services agreement will limit the amount of expenses for which
    our general partner and its affiliates may be reimbursed, but
    the services agreement will provide for an agreed upon maximum
    annual reimbursement obligation for expenses associated with
    certain specified selling, general and administrative services
    necessary to run our business that will be provided to us by
    OT Services. These capped expenses include
    (i) expenses of non-executive employees, including general
    and 42




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administrative overhead costs, salary, bonus, incentive
    compensation and other compensation amounts, which we expect
    will be allocated to us based on weighted-average headcount and
    the ratio of time spent by those employees on our business and
    operations, and (ii) executive officer expenses, including
    general and administrative overhead costs, salary, bonus,
    incentive compensation and other compensation amounts, which we
    expect will be allocated to us based on the amount of time spent
    managing our business and operations. Our partnership agreement
    provides that our general partner will determine in good faith
    the expenses that are allocable to us. The reimbursement of
    expenses and payment of fees, if any, to our general partner and
    its affiliates will reduce the amount of available cash to pay
    cash distributions to our unitholders. 
  
    While our partnership agreement requires us to distribute all of
    our available cash, our partnership agreement, including
    provisions requiring us to make cash distributions contained
    therein, may be amended. Our partnership agreement generally may
    not be amended during the subordination period without the
    approval of our public common unitholders, except in those
    limited circumstances when our general partner can amend our
    partnership agreement without unitholder approval. However,
    after the subordination period has ended our partnership
    agreement can be amended with the consent of our general partner
    and the approval of a majority of the outstanding common units
    (including common units held by OTA). At the closing of this
    offering, OTA will own, directly or indirectly, approximately
    48.6% of the outstanding common units and all of our outstanding
    subordinated units. Please read The Partnership
    Agreement  Amendment of the Partnership
    Agreement. 
  
    Even if our cash distribution policy is not modified or revoked,
    the amount of distributions we pay under our cash distribution
    policy and the decision to make any distribution is determined
    by our general partner, taking into consideration the terms of
    our partnership agreement.
    Under
    Section 17-607
    of the Delaware Act, we may not make a distribution if the
    distribution would cause our liabilities to exceed the fair
    value of our assets.
    We may lack sufficient cash to pay distributions to our
    unitholders due to cash flow shortfalls attributable to a number
    of operational, commercial or other factors as well as increases
    in our operating or selling, general and administrative
    expenses, principal and interest payments on our outstanding
    debt, tax expenses, working capital requirements and anticipated
    cash needs.
    If we make distributions out of capital surplus, as opposed to
    operating surplus, any such distributions would constitute a
    return of capital and would result in a reduction in the minimum
    quarterly distribution and the target distribution levels.
    Please read Provisions of Our Partnership Agreement
    Relating to Cash Distributions  Adjustment to the
    Minimum Quarterly Distribution and Target Distribution
    Levels. We do not anticipate that we will make any
    distributions from capital surplus.
    Our ability to make distributions to our unitholders depends on
    the performance of our subsidiaries and their ability to
    distribute cash to us. The ability of our subsidiaries to make
    distributions to us may be restricted by, among other things,
    the provisions of existing and future indebtedness, applicable
    state partnership and limited liability company laws and other
    laws and regulations.  Our
    Ability to Grow is Dependent on Our Ability to Access External
    Expansion Capital
   43




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Our
    Minimum Quarterly Distribution   
  
 DistributionsNumber of Units


One Quarter


AnnualizedPublicly held common units


10,000,000


$
3,375,000


$
13,500,000Common units held by OTA


9,449,901



3,189,342



12,757,367Subordinated units held by OTA


19,449,901



6,564,342



26,257,367General partner interest(1)


793,874



267,932



1,071,729Total


39,693,676


$
13,396,616


$
53,586,463  
    (1)
    
    The number of units notionally represented by the 2.0% general
    partner interest is determined by multiplying the total number
    of units deemed to be outstanding (i.e., the total number of
    common and subordinated units outstanding divided by 98.0%) by
    the 2.0% general partner interest.     
   
   44




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##### Table of Contents



Subordinated
    Units     Unaudited
    Pro Forma Cash Available for Distribution   
 
  Schedule K-1
 
 
   
 45




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##### Table of Contents



Oiltanking
    Partners, L.P.
    Unaudited Pro Forma Cash Available for Distribution
  
 Year Ended


Twelve Months EndedDecember 31, 2010


March 31, 2011(In thousands)Pro Forma Net Income(1)

$
58,330


$
55,547Add:Income tax expense


191



186Interest expense, net(2)


2,161



2,241Depreciation and amortization expense


15,006



15,077Other, net


(5,918
)


(1,906
)Adjusted EBITDA(3)


69,770



71,145Less:Incremental selling, general and administrative expense(4)


4,800



4,800Cash interest paid(2)


1,548



1,830Cash taxes paid


278



278Maintenance capital expenditures(5)


3,536



3,306Pro Forma Available Cash


59,608



60,931Pro Forma Cash DistributionsDistributions to public common unitholders


13,500



13,500Distributions to Oiltanking Holding Americas, Inc. 
    common units


12,757



12,757Distributions to Oiltanking Holding Americas, Inc. 
    subordinated units


26,257



26,257Distributions to our general partner


1,072



1,072Total distributions


53,586



53,586Excess

$
6,022


$
7,345Percent of minimum quarterly distributions payable to common
    unitholders


100.0
%


100.0
%Percent of minimum quarterly distributions payable to
    subordinated unitholders


100.0
%


100.0
%  
 46




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##### Table of Contents



(1)
    
    Reflects our pro forma operating results for the periods
    indicated, derived from or prepared on a basis consistent with
    our unaudited pro forma condensed combined financial statements
    included elsewhere in this prospectus. The pro forma adjustments
    reflected in our unaudited pro forma condensed combined
    financial statements for the year ended December 31, 2010
    have been prepared as if this offering and the anticipated
    borrowings under our credit facility had taken place on
    January 1, 2010. The pro forma adjustments reflected in our
    unaudited pro forma condensed combined financial statements for
    the twelve months ended March 31, 2011 have been prepared
    as if this offering and the anticipated borrowings under the
    credit facility had taken place on April 1, 2010.(2)
    
    Interest expense and cash interest both include
    (i) commitment fees on our new revolving credit facility
    with Oiltanking Finance B.V. as if it had been in place as of
    January 1, 2010, and (ii) interest incurred on
    existing debt. Interest expense also includes the amortization
    of debt issuance costs incurred in connection with our revolving
    credit facility.(3)
    
    Adjusted EBITDA is defined in Summary 
    Non-GAAP Financial Measure. 
  (4)
    
    Reflects an adjustment to our Adjusted EBITDA for an estimated
    incremental external cash expense associated with being a
    publicly traded partnership of approximately $3 million,
    consisting of costs associated with annual and quarterly reports
    to unitholders, tax return and
    Schedule K-1
    preparation and distribution, independent auditor fees,
    Sarbanes-Oxley compliance, NYSE listing, investor relations
    activities, registrar and transfer agent fees, director and
    officer liability insurance costs and director compensation.
    Also includes $1.8 million of incremental selling, general
    and administrative expenses that we expect we will incur as a
    result of $3.8 million of additional administrative
    personnel and other costs to support our business and growth,
    partially offset by expense reductions of $2.0 million we
    expect in connection with transferring a substantial portion of
    our administrative functions to our general partner and its
    affiliates. 
  (5)
    
    Maintenance capital expenditures are capital expenditures made
    for the purpose of maintaining or replacing the operating
    capacity, service capability and/or functionality of our
    existing assets. Examples of maintenance capital expenditures
    include capital expenditures such as those required to maintain
    equipment reliability, tank and pipeline integrity and safety
    and to address environmental regulations. Estimated
    Cash Available for Distribution for the Twelve Months Ending
    June 30, 2012   
     47




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Oiltanking
    Partners, L.P.
    Estimated Cash Available for Distribution
  
 Twelve MonthsEndingJune 30,2012(In millions)RevenuesStorage services fees

$
94.6Throughput fees


20.5Ancillary services fees


6.9Total Revenues


122.0Operating ExpensesOperating costs and expenses


34.1Selling, general and administrative(1)


19.1Depreciation and amortization expense


17.5Total Operating Expenses


70.7Operating Income


51.3Interest expense(2)


2.1Net Income


49.2Adjustments to reconcile net income to estimated Adjusted EBITDA:Add:Depreciation and amortization expense


17.5Interest expense


2.1Estimated Adjusted EBITDA(3)


68.8 
 48




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Twelve MonthsEndingJune 30,2012(In millions)Adjustments to reconcile estimated Adjusted EBITDA to estimated
    cash available for distribution:Less:Cash interest expense


2.0Cash tax expense


0.2Estimated expansion capital expenditures


34.4Estimated maintenance capital expenditures


5.0Add:Borrowings to fund expansion capital expenditures


34.4Estimated Cash Available for Distribution

$
61.6Distributions to public common unitholders

$
13.5Distributions to Oiltanking Holding Americas, Inc. 
    common units


12.8Distributions to Oiltanking Holding Americas, Inc. 
    subordinated units


26.2Distributions to our general partner


1.1Total distributions

$
53.6Excess of cash available for distribution over aggregate
    annualized minimum annual cash distributions


8.0Calculation of minimum estimated Adjusted EBITDA necessary to
    pay aggregate annualized minimum annual cash distributions:Estimated Adjusted EBITDA

$
68.8Excess of cash available for distribution over minimum annual
    cash distributions


8.0Minimum estimated Adjusted EBITDA necessary to pay aggregate
    annualized minimum quarterly distributions

$
60.8  
   
  (1)
    
    This $19.1 million of estimated selling, general and
    administrative expenses for the twelve months ended
    June 30, 2012, represents a $4.8 million increase in
    selling, general and administrative expenses compared to our
    historical pro forma expenses of $14.3 million for the year
    ended December 31, 2010. This $4.8 million increase
    includes approximately $3 million in external expenses we
    will incur as a result of becoming a publicly traded
    partnership, including expenses associated with annual and
    quarterly reporting, tax returns and
    Schedule K-1
    preparation and distribution expenses, Sarbanes-Oxley compliance
    expenses, expenses associated with listing on the NYSE,
    independent auditor fees, legal fees, investor relation expenses
    and registrar and transfer agent fees. This $4.8 million
    increase also includes $1.8 million of incremental selling,
    general and administrative expenses that we expect we will incur
    as a result of $3.8 million additional administrative
    personnel and other costs to support our business and growth,
    partially offset by expense reductions of $2.0 million we
    expect in connection with transferring a substantial portion of
    our administrative functions to our general partner and its
    affiliates. 
  (2)
    
    Assumes approximately $22.5 million of our existing notes
    payable to Oiltanking Finance B.V. will remain outstanding and
    bear interest at a
    weighted-average
    rate of approximately 7.1% and that we will fund our anticipated
    expansion capital expenditures primarily under our revolving
    credit facility, with an estimated
    weighted-average
    rate of 3.0%. This rate is based on a forecast of LIBOR rates
    during the period plus the margin and associated commitment fees
    expected under our new revolving credit facility and
    amortization of arrangement fees. 49




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(3)
    
    Adjusted EBITDA is defined in Summary 
    Non-GAAP Financial Measure. For a reconciliation of
    Adjusted EBITDA to its most directly comparable financial
    measures calculated and presented in accordance with GAAP,
    please read Summary  Non-GAAP Financial
    Measure.  Significant
    Forecast Assumptions
      Revenues.
 
  
    Revenues from Storage Services
    Fees.  Storage services fees are fees our
    customers pay to reserve storage space in our tanks and to
    compensate us for receiving an agreed upon average periodic
    amount of product volume, or throughput, on their behalf. These
    fees are owed to us regardless of the actual storage capacity
    utilized by our customers or the amount of throughput that we
    receive. We estimate that for the twelve months ending
    June 30, 2012 approximately 78%, or approximately
    $94.6 million, of our total revenues will be attributable
    to storage services fees. This compares to approximately 75%, or
    approximately $87.2 million and approximately 74%, or
    approximately $87.7 million, of our total revenues that
    were attributable to storage services fees for the year ended
    December 31, 2010 and the twelve months ended
    March 31, 2011, respectively. The increase in total
    revenues derived from storage services fees is partially
    attributable to the anticipated completion and placement into
    service of an additional 1.0 million barrels of storage
    capacity at our Houston terminal, which is supported by
    multi-year contracts with two customers expected to generate
    approximately $2.0 million and $5.7 million in revenue
    during the forecast period and on an annual basis once placed
    into service, respectively. A further portion of the increase in
    total revenues as compared to the year ended December 31,
    2010 in the amount of approximately $3.5 million is
    attributable to annual CPI-based escalators in the fees certain
    of our customers pay under their existing contracts, with the
    remaining increase related to new multi-year contracted volumes
    from an existing customer. 
  
    Revenues from Throughput
    Fees.  Throughput fees are fees our
    non-storage customers pay us to receive or deliver volumes of
    products on their behalf to designated pipelines, third-party
    storage facilities or waterborne transportation. In addition,
    our storage customers pay us throughput fees when we receive
    volumes of product on their behalf that exceed the base
    throughput contemplated in their agreed upon monthly storage
    services fee. We estimate that for the twelve months ending
    June 30, 2012 approximately 17%, or approximately
    $20.5 million, of our total revenues will be attributable
    to throughput fees. This compares to approximately 20%, or
    approximately $23.2 million, and approximately 21%, or
    approximately $24.6 million, of our total revenues that
    were attributable to throughput fees for the year ended
    December 31, 2010 and the twelve months ended
    March 31, 2011, respectively. The decline of approximately
    $2.7 million of revenues attributable to throughput fees
    during the forecast period as compared to the year ended
    December 31, 2010 is primarily related to a decrease in
    expected liquefied petroleum gas volumes by one of our customers
    that utilizes our terminal in Houston to import and export
    liquefied petroleum gas to a level that is more consistent with
    our historical results prior to 2010.
    Revenues from Ancillary Services
    Fees.  Ancillary services fees are fees
    associated with ancillary services such as heating, mixing and
    blending our storage customers products that are stored in
    our tanks, transferring our storage customers products
    between our tanks and marine vapor recovery. The revenues we
    generate from 50




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##### Table of Contents



ancillary services fees vary based upon the activity level of
    our customers. We estimate that for the twelve months ending
    June 30, 2012 approximately 5%, or approximately
    $7.0 million, of our total revenues will be attributable to
    ancillary services fees. This compares to approximately 5%, or
    approximately $6.1 million, and approximately 5%, or
    approximately $6.4 million, of our total revenues that were
    attributable to ancillary services fees for the year ended
    December 31, 2010 and the twelve months ended
    March 31, 2011, respectively. 
  Operating Costs and Expenses.
 
  Selling, General and Administrative. Schedule K-1
 
  Depreciation and Amortization.
  Financing.
  
    approximately $22.5 million of our existing notes payable
    to Oiltanking Finance B.V. will remain outstanding and bear
    interest at a weighted-average interest rate of approximately
    7.1%.
    through June 30, 2012, we will fund our anticipated
    expansion capital expenditures primarily under our revolving
    credit facility, with an estimated weighted-average rate of
    3.0%. This rate is based on a forecast of LIBOR rates during the
    period plus the margin and associated commitment fees expected
    under our new revolving credit facility.
    interest expense includes commitment fees for the unused portion
    of our revolving credit facility at an assumed rate of 0.50% per
    annum; 51




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
    interest expense also includes the amortization of debt issuance
    costs incurred in connection with our revolving credit
    facility; and
    we will remain in compliance with the financial and other
    covenants in our revolving credit facility.  Capital Expenditures.
  
    Our estimated maintenance capital expenditures will be
    $5.0 million for the twelve months ending June 30,
    2012, as compared to actual maintenance capital expenditures of
    approximately $3.5 million and $3.3 million for the
    year ended December 31, 2010 and the twelve months ended
    March 31, 2011, respectively, which reflects lower capital
    expenditures in 2010 due to the impact of economic recession,
    and for the twelve months ending June 30, 2012, the
    anticipated future capital expenditures required to maintain our
    current long-term operating capacity going forward. We expect to
    fund maintenance capital expenditures from cash generated by our
    operations.
    Our expansion capital expenditures will be approximately
    $34.4 million for the twelve months ending June 30,
    2012 as compared to actual expansion capital expenditures of
    approximately $7.6 million and $9.4 million for the
    year ended December 31, 2010 and the twelve months ended
    March 31, 2011, respectively. Of the $34.4 million
    expansion capital expenditures anticipated to be spent during
    the forecast period, approximately $17.7 million is related
    to two projects that we anticipate will add approximately
    1.0 million barrels of storage capacity and will enter into
    commercial service with customers during the forecast period and
    approximately $16.7 million is related to projects that
    will increase our long-term operating capacity and position the
    partnership to capitalize on the growth opportunities we
    anticipate impacting our area of operations in the near-term. We
    intend to fund our anticipated expansion capital expenditures
    with borrowings under our new revolving credit facility.  Regulatory, Industry and Economic
    Factors.
  
    There will not be any material nonperformance or credit-related
    defaults by suppliers, customers or vendors, or shortage of
    skilled labor.
    All supplies and commodities necessary for production and
    sufficient transportation will be readily available.
    There will not be any new federal, state or local regulation of
    the portions of the industry in which we operate or any
    interpretation of existing regulation that in either case will
    be materially adverse to our business.
    There will not be any material accidents, releases,
    weather-related incidents, unscheduled downtime or similar
    unanticipated events, including any events that could lead to
    force majeure under any of our terminal services agreements.
    There will not be any major adverse change in the markets in
    which we operate resulting from supply or production
    disruptions, reduced demand for our services or significant
    changes in the market prices for our services.
    There will not be any material changes to market, regulatory and
    overall economic conditions. 52




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PROVISIONS
    OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH
    DISTRIBUTIONS   Distributions
    of Available Cash  General
 
   
  Definition
    of Available Cash
    
    less, the amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders for any one
    or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made after the end of the quarter.    Intent
    to Distribute the Minimum Quarterly Distribution
    General
    Partner Interest and Incentive Distribution Rights
     53




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Operating
    Surplus and Capital Surplus  General
    Operating
    Surplus
    
    $30 million (as described below); plus
    all of our cash receipts after the closing of this offering,
    excluding cash from interim capital transactions (as defined
    below); plus
    working capital borrowings made after the end of a period but on
    or before the date of determination of operating surplus for the
    period; plus
    cash distributions paid in respect of equity issued (including
    incremental distributions on incentive distribution rights),
    other than equity issued in this offering, to finance all or a
    portion of expansion capital expenditures in respect of the
    period from such financing until the earlier to occur of the
    date the capital asset commences commercial service and the date
    that it is abandoned or disposed of; plus
    cash distributions paid on equity issued by us (including
    incremental distributions on incentive distribution rights) to
    pay the construction period interest on debt incurred, or to pay
    construction period distributions on equity issued, to finance
    the expansion capital expenditures referred to above, in each
    case, in respect of the period from such financing until the
    earlier to occur of the date the capital asset is placed in
    service and the date that it is abandoned or disposed of;
    less
    all of our operating expenditures (as defined below) after the
    closing of this offering; less
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred, or repaid within such twelve-month
    period with the proceeds of additional working capital
    borrowings; less
    any loss realized on disposition of an investment capital
    expenditure.       54




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##### Table of Contents




    repayment of working capital borrowings deducted from operating
    surplus pursuant to the penultimate bullet point of the
    definition of operating surplus above when such repayment
    actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    actual maintenance capital expenditures (as discussed in further
    detail below);
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions;
    distributions to our partners (including distributions in
    respect of our incentive distribution rights); or
    repurchases of equity interests except to fund obligations under
    employee benefit plans.  Capital
    Surplus
    
    borrowings other than working capital borrowings;
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other assets sold in the
    ordinary course of business or as part of normal retirement or
    replacement of assets.    Characterization
    of Cash Distributions
   Capital
    Expenditures   55




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##### Table of Contents




    it will reduce the risk that maintenance capital expenditures in
    any one quarter will be large enough to render operating surplus
    less than the initial quarterly distribution to be paid on all
    the units for the quarter and subsequent quarters;
    it will increase our ability to distribute as operating surplus
    cash we receive from non-operating sources; and
    it will be more difficult for us to raise our distribution above
    the minimum quarterly distribution and pay incentive
    distributions on the incentive distribution rights held by our
    general partner.       56




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and/or
 Subordination
    Period  General
    Determination
    of Subordination Period
 
   
  
    distributions of available cash from operating surplus on each
    of the outstanding common and subordinated units and the general
    partner interest equaled or exceeded the minimum quarterly
    distribution for each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date;
    the adjusted operating surplus (as defined below)
    generated during each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date equaled or
    exceeded the sum of the minimum quarterly distribution on all of
    the outstanding common and subordinated units and the general
    partner interest during those periods on a fully diluted
    weighted-average basis; and
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.  Early
    Termination of Subordination Period
  one-for-one
  
    distributions of available cash from operating surplus exceeded
    $2.025 (150.0% of the annualized minimum quarterly distribution)
    on all outstanding common units and subordinated units, plus the
    corresponding distribution on our general partners 2.0%
    interest and the related distributions on the incentive
    distribution rights for the four-quarter period immediately
    preceding that date; 57




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
    the adjusted operating surplus (as defined below)
    generated during the four-quarter period immediately preceding
    that date equaled or exceeded the sum of $2.025 (150.0% of the
    annualized minimum quarterly distribution) on the
    weighted-average number of outstanding common and subordinated
    units on a fully diluted basis, plus the corresponding
    distribution on our general partners 2.0% interest and the
    related distribution on the incentive distribution
    rights; and
    there are no arrearages in payment of the minimum quarterly
    distributions on the common units.  Expiration
    Upon Removal of the General Partner
    
    the subordinated units held by any person will immediately and
    automatically convert into common units on a
    one-for-one
    basis, provided (1) neither such person nor any of its
    affiliates voted any of its units in favor of the removal and
    (2) such person is not an affiliate of the successor
    general partner; and
    if all of the subordinated units convert pursuant to the
    foregoing, all cumulative common unit arrearages on the common
    units will be extinguished and the subordination period will end.  Expiration
    of the Subordination Period
    Adjusted
    Operating Surplus
    
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the items described in
    the first bullet point under  Operating Surplus
    and Capital Surplus  Operating Surplus above);
    less
    any net increase in working capital borrowings with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium; plus
    any net decrease made in subsequent periods in cash reserves for
    operating expenditures initially established with respect to
    such period to the extent such decrease results in a reduction
    of adjusted operating surplus in subsequent periods pursuant to
    the third bullet point above. Distributions
    of Available Cash From Operating Surplus During the
    Subordination Period    
    first, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until we distribute for each common
    unit an amount equal to the minimum quarterly distribution for
    that quarter;
    second, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until we distribute for each common
    unit an amount equal to any arrearages in payment of the minimum
    quarterly distribution on the common units for any prior
    quarters during the subordination period;
    third, 98.0% to the subordinated unitholders, pro rata,
    and 2.0% to our general partner, until we distribute for each
    subordinated unit an amount equal to the minimum quarterly
    distribution for that quarter; and 58




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
    thereafter, in the manner described in
     General Partner Interest and Incentive
    Distribution Rights below.   Distributions
    of Available Cash From Operating Surplus After the Subordination
    Period    
    first, 98.0% to all common unitholders, pro rata, and
    2.0% to our general partner, until we distribute for each common
    unit an amount equal to the minimum quarterly distribution for
    that quarter; and
    thereafter, in the manner described in
     General Partner Interest and Incentive
    Distribution Rights below.   General
    Partner Interest and Incentive Distribution Rights          
    we have distributed available cash from operating surplus to the
    common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
    we have distributed available cash from operating surplus on
    outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly
    distribution;    
    first, 98.0% to all unitholders, pro rata, and 2.0% to
    our general partner, until each unitholder receives a total of
    $0.38813 per unit for that quarter (the first target
    distribution)
    second,85.0% to all common unitholders and subordinated
    unitholders, pro rata, and 15.0% to our general partner, until
    each unitholder receives a total of $0.42188 per unit for that
    quarter (the second target distribution);
    third, 75.0% to all common unitholders and subordinated
    unitholders, pro rata, and 25.0% to our general partner, until
    each unitholder receives a total of $0.50625 per unit for that
    quarter (the third target distribution); and 59




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
    thereafter, 50.0% to all common unitholders and
    subordinated unitholders, pro rata, and 50.0% to our general
    partner. Percentage
    Allocations of Available Cash From Operating Surplus    Marginal PercentageTotal Quarterly Distribution Per

Interest in DistributionsCommon Unit and Subordinated Unit

Unitholders

General PartnerMinimum Quarterly Distribution

$0.3375


98.0
%


2.0
%First Target Distribution

above $0.3375 up to $0.38813


98.0
%


2.0
%Second Target Distribution

above $0.38813 up to $0.42188


85.0
%


15.0
%Third Target Distribution

above $0.42188 up to $0.50625


75.0
%


25.0
%Thereafter

above $0.50625


50.0
%


50.0
%  General
    Partners Right to Reset Incentive Distribution
    Levels     60




---



##### Table of Contents




    first, 98.0% to all common unitholders, pro rata, and
    2.0% to our general partner, until each unitholder receives an
    amount per unit equal to 115.0% of the reset minimum quarterly
    distribution for that quarter;
    second, 85.0% to all common unitholders, pro rata, and
    15.0% to our general partner, until each unitholder receives an
    amount per unit equal to 125.0% of the reset minimum quarterly
    distribution for the quarter;
    third, 75.0% to all common unitholders, pro rata, and
    25.0% to our general partner, until each unitholder receives an
    amount per unit equal to 150.0% of the reset minimum quarterly
    distribution for the quarter; and
    thereafter, 50.0% to all common unitholders, pro rata,
    and 50.0% to our general partner.    QuarterlyDistributionPer UnitFollowingQuarterly Distribution




General


HypotheticalPer Unit Prior to Reset

Unitholders


Partner


ResetMinimum Quarterly Distribution

$0.3375


98.0
%


2.0
%

$0.60(1)First Target Distribution

above $0.3375 up to $0.38813


98.0
%


2.0
%

above $0.60(1) up to $0.69(2)Second Target Distribution

above $0.38813 up to $0.42188


85.0
%


15.0
%

above $0.69(2) up to $0.75(3)Third Target Distribution

above $0.42188 up to $0.50625


75.0
%


25.0
%

above $0.75(3) up to $0.90(4)Thereafter

above $0.50625


50.0
%


50.0
%

above $0.90(4)     (1)
    
    This amount is equal to the hypothetical reset minimum quarterly
    distribution.(2)
    
    This amount is 115.0% of the hypothetical reset minimum
    quarterly distribution.(3)
    
    This amount is 125.0% of the hypothetical reset minimum
    quarterly distribution.(4)
    
    This amount is 150.0% of the hypothetical reset minimum
    quarterly distribution. 
   
  61




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##### Table of Contents



Cash


Cash Distributions to General PartnerDistributions


Prior to ResetQuarterly

to Common





2.0%Distributions

Unitholders





General


IncentivePer Unit

Prior to


Common


Partner


Distribution





TotalPrior to Reset

Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.3375

$
13,128,683


$



$
267,932


$



$
267,932


$
13,396,615First Target Distribution

above $0.3375 up to $0.38813


1,969,302







40,190







40,190



2,009,492Second Target Distribution

above $0.38813 up to $0.42188


1,312,868







30,891



200,792



231,683



1,544,551Third Target Distribution

above $0.42188 up to $0.50625


3,282,171







87,525



1,006,532



1,094,057



4,376,228Thereafter

above $0.50625


3,646,856







145,874



3,500,982



3,646,856



7,293,712$
23,339,880


$



$
572,412


$
4,708,306


$
5,280,718


$
28,620,598  
 
   
  
 Cash


Cash Distributions to General PartnerDistributions


After ResetQuarterly

to Common





2.0%Distributions

Unitholders





General


IncentivePer Unit

Prior to


Common


Partner


Distribution





TotalPrior to Reset

Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.60

$
23,339,881


$
4,708,306


$
572,412


$



$
5,280,718


$
28,620,600First Target Distribution

above $0.60 up to $0.69






















Second Target Distribution

above $0.69 up to $0.75






















Third Target Distribution

above $0.75 up to $0.90






















Thereafter

above $0.90






















$
23,339,881


$
4,708,306


$
572,412


$



$
5,280,718


$
28,620,600  
   Distributions
    From Capital Surplus  How
    Distributions From Capital Surplus Will Be Made
    
    first, 98.0% to all common unitholders and subordinated
    unitholders, pro rata, and 2.0% to our general partner, until we
    distribute for each common unit that was issued in this
    offering, an amount of available cash from capital surplus equal
    to the initial public offering price;
    second, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until we distribute for each common
    unit an amount of available cash from capital surplus equal to
    any unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available
    cash from capital surplus as if they were from operating surplus. 62




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##### Table of Contents



Effect
    of a Distribution From Capital Surplus
     Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels    
    the minimum quarterly distribution;
    the target distribution levels;
    the unrecovered initial unit price;
    the per unit amount of any outstanding arrearages in payment of
    the minimum quarterly distribution on the common units; and
    the number of subordinated units.  two-for-one
   Distributions
    of Cash Upon Liquidation  General
   63




---



##### Table of Contents



Manner
    of Adjustments for Gain
    
    first, to our general partner to the extent of certain
    prior losses specially allocated to our general partner;
    second, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until the capital account for each
    common unit is equal to the sum of: (1) the unrecovered
    initial unit price; (2) the amount of the minimum quarterly
    distribution for the quarter during which our liquidation
    occurs; and (3) any unpaid arrearages in payment of the
    minimum quarterly distribution;
    third, 98.0% to the subordinated unitholders, pro rata,
    and 2.0% to our general partner, until the capital account for
    each subordinated unit is equal to the sum of: (1) the
    unrecovered initial unit price; and (2) the amount of the
    minimum quarterly distribution for the quarter during which our
    liquidation occurs;
    fourth,98.0% to all unitholders, pro rata, and 2.0% to
    our general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    first target distribution per unit over the minimum quarterly
    distribution per unit for each quarter of our existence; less(2) the cumulative amount per unit of any distributions
    of available cash from operating surplus in excess of the
    minimum quarterly distribution per unit that we distributed
    98.0% to the unitholders, pro rata, and 2.0% to our general
    partner, for each quarter of our existence;
    fifth, 85.0% to all unitholders, pro rata, and 15.0% to
    our general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    second target distribution per unit over the first target
    distribution per unit for each quarter of our existence; less(2) the cumulative amount per unit of any distributions
    of available cash from operating surplus in excess of the first
    target distribution per unit that we distributed 85.0% to the
    unitholders, pro rata, and 15.0% to our general partner for each
    quarter of our existence;
    sixth, 75.0% to all unitholders, pro rata, and 25.0% to
    our general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    third target distribution per unit over the second target
    distribution per unit for each quarter of our existence; less(2) the cumulative amount per unit of any distributions
    of available cash from operating surplus in excess of the second
    target distribution per unit that we distributed 75.0% to the
    unitholders, pro rata, and 25.0% to our general partner for each
    quarter of our existence; and
    thereafter, 50.0% to all unitholders, pro rata, and 50.0%
    to our general partner.       64




---



##### Table of Contents



Manner
    of Adjustments for Losses
    
    first, 98.0% to holders of subordinated units in
    proportion to the positive balances in their capital accounts
    and 2.0% to our general partner, until the capital accounts of
    the subordinated unitholders have been reduced to zero;
    second, 98.0% to the holders of common units in
    proportion to the positive balances in their capital accounts
    and 2.0% to our general partner, until the capital accounts of
    the common unitholders have been reduced to zero; and
    thereafter, 100.0% to our general partner.      Adjustments
    to Capital Accounts
   65




---



##### Table of Contents



SELECTED
    HISTORICAL AND PRO FORMA COMBINED FINANCIAL AND OPERATING
    DATA        
    the contribution by OTA of its partnership interests in
    Oiltanking Houston, L.P. and Oiltanking Beaumont Partners, L.P.
    to us; 
  
    the issuance by us to OTA of 9,449,901 common units and
    19,449,901 subordinated units; 
  
    the issuance by us to our general partner of a 2.0% general
    partner interest and the incentive distribution rights
    in us;
    the issuance by us to the public of 10,000,000 common units
    and the use of the net proceeds from this offering (assuming a
    price of $20.00 per common unit) as described under
    Use of Proceeds; 
  
    the change in sponsor of a postretirement benefit plan and a
    deferred compensation plan from Oiltanking Houston, L.P. to OTA; 
  
    the elimination of certain assets not contributed to us;
    the change in tax status of Oiltanking Houston, L.P. to a
    non-taxable entity; and
    the elimination of historical interest expense associated with
    the repayment of intercompany indebtedness to Oiltanking Finance
    B.V. in the amount of approximately $119.5 million from the
    net proceeds of the offering. 
  Schedule K-1
 
 66




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##### Table of Contents



Predecessor Historical


Pro FormaThree Months





Three MonthsYear Ended


Ended


Year Ended


EndedDecember 31,


March 31,


December 31,


March 31,2006


2007


2008


2009


2010


2010


2011


2010


2011(In thousands, except operating information)Statements of Income Data:Revenues

$
64,209


$
68,511


$
79,112


$
100,840


$
116,450


$
27,742


$
29,955


$
116,450


$
29,955Operating costs and expenses:Operating


20,899



24,898



29,437



29,158



32,415



7,951



8,424



32,415



8,424Depreciation and amortization


10,318



10,415



12,854



14,191



15,579



3,804



3,875



15,006



3,744Selling, general and administrative


8,569



9,797



9,709



13,830



15,775



4,096



4,792



14,265



4,217(Gain) loss on disposal of fixed assets


(331
)


161



(4
)


96



(339
)


(13
)


544



(339
)


544Gain on property casualty indemnification


















(4,688
)


(3,701
)


(247
)


(4,688
)


(247
)Loss on impairment of assets










213



155



46











46



Total Operating Costs and Expenses


39,455



45,271



52,209



57,430



58,788



12,137



17,388



56,705



16,682Operating Income


24,754



23,240



26,903



43,410



57,662



15,605



12,567



59,745



13,273Other income (expense)Interest expense


(4,276
)


(3,982
)


(7,356
)


(8,401
)


(9,538
)


(2,479
)


(2,279
)


(2,235
)


(570
)Interest income


943



484



116



98



74



3



15



74



15Other Income (expense)






(56
)


(912
)


491



1,100



152



96



937



83Total Other Expense, Net


(3,333
)


(3,554
)


(8,152
)


(7,812
)


(8,364
)


(2,324
)


(2,168
)


(1,224
)


(472
)Income Before Income Tax Expense


21,421



19,686



18,751



35,598



49,298



13,281



10,399



58,521



12,801Income tax expenseCurrent


5,900



5,166



3,202



5,579



7,527



2,903



3,214



191



70Deferred


(24
)


844



2,964



4,903



3,956



(461
)


(435
)






Total Income Tax Expense


5,876



6,010



6,166



10,482



11,483



2,442



2,779



191



70Net Income

$
15,545


$
13,676


$
12,585


$
25,116


$
37,815


$
10,839


$
7,620


$
58,330


$
12,731  
 67




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##### Table of Contents



Predecessor Historical


Pro FormaThree Months





Three MonthsYear Ended


Ended


Year Ended


EndedDecember 31,


March 31,


December 31,


March 31,2006


2007


2008


2009


2010


2010


2011


2010


2011(In thousands, except operating information)Balance Sheet Data (at period end):Property, plant and equipment, less accumulated depreciation

$
146,626


$
197,084


$
248,016


$
268,057


$
265,616






$
265,950






$
259,572Total Assets


177,586



215,468



274,838



303,500



310,469







304,970







295,887Total Liabilities


124,350



158,633



205,927



213,404



206,420







193,283







37,465Total Partners Capital


53,236



56,835



68,911



90,096



104,049







111,687







258,422Cash Flow Data:Net cash provided by (used in)Operating activities

$
29,905


$
30,263


$
27,022


$
32,253


$
60,678


$
15,921


$
7,614Investing activities


(43,258
)


(48,992
)


(64,435
)


(34,469
)


(30,191
)


(13,624
)


(4,502
)Financing activities


9,143



20,143



39,558



3,243



(27,597
)


(4,100
)


(4,975
)Other Financial Data:Adjusted EBITDA(1)

$
34,741


$
33,816


$
39,966


$
57,852


$
68,260


$
15,695


$
16,739


$
69,770


$
17,314Capital ExpendituresMaintenance(2)

$
1,896


$
3,814


$
3,534


$
1,414


$
3,536


$
607


$
377Expansion(3)


39,693



57,197



60,934



33,065



7,631



2,052



3,828Total

$
41,589


$
61,011


$
64,468


$
34,479


$
11,167


$
2,659


$
4,205Operating Data:Storage capacity, end of period (mmbbls)


11.2



12.4



15.2



16.4



16.8



16.8



16.8Storage capacity, average (mmbbls)


10.9



11.5



14.2



15.7



16.8



16.6



16.8Terminal throughput (mbpd)


822.2



750.8



695.2



700.6



784.9



740.8



822.1Vessels per period


879



828



743



694



799



171



211Barges per period


2,682



2,756



2,481



2,520



2,910



772



646  
    (1)
    
    Adjusted EBITDA is defined in
     Non-GAAP Financial Measure below.(2)
    
    Maintenance capital expenditures are those capital expenditures
    required to maintain our long-term operating capacity.(3)
    
    Expansion capital expenditures are capital expenditures made to
    increase the long-term operating capacity of our asset base
    whether through construction or acquisitions. 68




---



##### Table of Contents



Non-GAAP Financial
    Measure
    
 Predecessor Historical


Pro FormaThree Months





Three MonthsEnded


Year Ended


EndedYear Ended December 31,


March 31,


December 31,


March 31,2006


2007


2008


2009


2010


2010


2011


2010


2011(In thousands)Reconciliation of Adjusted EBITDA to net income:Net income

$
15,545


$
13,676


$
12,585


$
25,116


$
37,815


$
10,839


$
7,620


$
58,330


$
12,731Depreciation and amortization expense


10,318



10,415



12,854



14,191



15,579



3,804



3,875



15,006



3,744Income tax expense


5,876



6,010



6,166



10,482



11,483



2,442



2,779



191



70Interest expense, net


3,333



3,498



7,240



8,303



9,464



2,476



2,264



2,161



555(Gain) loss on disposal of fixed assets


(331
)


161



(4
)


96



(339
)


(13
)


544



(339
)


544Gain on property casualty indemnification


















(4,688
)


(3,701
)


(247
)


(4,688
)


(247
)Loss on impairment of assets










213



155



46











46



Other (income) expense






56



912



(491
)


(1,100
)


(152
)


(96
)


(937
)


(83
)Adjusted EBITDA

$
34,741


$
33,816


$
39,966


$
57,852


$
68,260


$
15,695


$
16,739


$
69,770


$
17,314Reconciliation of Adjusted EBITDA to net cash provided by
    operating activities:Net cash from operating activities

$
29,905


$
30,263


$
27,022


$
32,253


$
60,678


$
15,921


$
7,614Changes in assets and liabilities


(3,751
)


(4,436
)


3,786



12,956



(7,207
)


(5,186
)


4,173Deferred income taxes (non-cash)


24



(844
)


(2,964
)


(4,903
)


(3,956
)


461



435Postretirement net periodic benefit cost


(646
)


(731
)


(1,104
)


(1,219
)


(1,265
)


(335
)


(443
)Income tax expense


5,876



6,010



6,166



10,482



11,483



2,442



2,779Interest expense, net


3,333



3,498



7,240



8,303



9,464



2,476



2,264Other income (excluding unrealized gain/loss on investments)






56



(180
)


(20
)


(937
)


(84
)


(83
)Adjusted EBITDA

$
34,741


$
33,816


$
39,966


$
57,852


$
68,260


$
15,695


$
16,739  
 69




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Overview      Houston
    Terminal
 
   
   70




---



##### Table of Contents



Beaumont
    Terminal
     How We
    Generate Revenue       Factors
    That Impact Our Business   71




---



##### Table of Contents



Supply
    and Demand for Crude Oil and Refined Petroleum
    Products
    Prices
    of Crude Oil and Refined Petroleum Products
    Customers
    and Competition
    Organic
    Growth Opportunities
   72




---



##### Table of Contents



Factors
    Impacting the Comparability of Our Financial Results   
  
    We anticipate incurring additional personnel and related costs
    associated with operating as a publicly traded partnership and
    incremental external selling, general and administrative
    expenses of approximately $3 million annually as a result
    of being a publicly traded partnership, consisting of costs
    associated with SEC reporting requirements, including annual and
    quarterly reports to unitholders, tax return and
    Schedule K-1
    preparation and distribution, independent auditor fees, investor
    relations activities, Sarbanes-Oxley Act compliance, NYSE
    listing, registrar and transfer agent fees, incremental director
    and officer liability insurance costs and director compensation.
    We also anticipate incurring $1.8 million of incremental
    selling, general and administrative expenses as a result of
    $3.8 million of additional administrative personnel and
    other costs to support our business and growth, partially offset
    by expense reductions of $2.0 million expected in
    connection with transferring a substantial portion of our
    administrative functions to our general partner and its
    affiliates. These additional personnel and related costs and
    incremental external selling, general and administrative
    expenses are not reflected in our historical or our pro forma
    combined financial statements. 
  
    Prior to this offering, we incurred interest expense on term and
    other borrowings from Oiltanking Finance B.V., a significant
    portion of which we anticipate will be repaid with proceeds from
    this offering. In addition, concurrently with the completion of
    this offering, we anticipate entering into a new
    $50.0 million revolving line of credit with Oiltanking
    Finance B.V.
    The historical combined financial statements of Oiltanking
    Predecessor include U.S. federal and state income tax
    expenses that have historically been allocated to us by OTA. Due
    to our status as a partnership, we will not be subject to
    U.S. federal income tax and certain state income taxes in
    the future. However, we will make payments to OTA pursuant to a
    tax sharing agreement for our share of state and local income
    and other taxes that are included in combined or consolidated
    tax returns filed by OTA. 
  
    Oiltanking Houston, L.P. historically sponsored a non-pension
    postretirement benefit plan and a deferred compensation plan for
    the employees of all entities owned by OTA. In connection with
    the offering, the sponsor of the benefit plan and deferred
    compensation plan will change from Oiltanking Houston, L.P. to
    OTA and the associated liabilities will be transferred to OTA. 
 Overview
    of Our Results of Operations    
    revenues derived from storage services, throughput services and
    ancillary services;
    our operating and selling, general and administrative
    expenses; and
    our Adjusted EBITDA.    Revenues
    Storage Services Fees.
 73




---



##### Table of Contents



Throughput Fees.
  Ancillary Services Fees.
  Operating
    Expenses
    Selling,
    General and Administrative Expenses
 
  Schedule K-1
 
  Adjusted
    EBITDA
      
    our operating performance as compared to other publicly traded
    partnerships in the midstream energy industry, without regard to
    historical cost basis or financing methods;
    the ability of our assets to generate sufficient cash flow to
    make distributions to our unitholders; 74




---



##### Table of Contents




    our ability to incur and service debt and fund capital
    expenditures; and
    the viability of acquisitions and other capital expenditure
    projects and the returns on investment in various opportunities.   Other
    Items  Depreciation and Amortization.
  Loss on Impairment of Assets.
  Gain on Property Casualty
    Indemnification.
 75




---



##### Table of Contents



Results
    of Operations    Year Ended


Three Months EndedDecember 31


March 31,2008


2009


2010


2010


2011(In thousands)Combined Statements of Income:Revenues

$
79,112


$
100,840


$
116,450


$
27,742


$
29,955Operating Costs and Expenses:Operating


29,437



29,158



32,415



7,951



8,424Depreciation and amortization


12,854



14,191



15,579



3,804



3,875Selling, general and administrative


9,709



13,830



15,775



4,096



4,792(Gain) loss on disposal of fixed assets


(4
)


96



(339
)


(13
)


544Gain on property casualty indemnification










(4,688
)


(3,701
)


(247
)Loss on impairment of assets


213



155



46







Total Operating Costs and Expenses


52,209



57,430



58,788



12,137



17,388Other income (expense):Interest expense


(7,356
)


(8,401
)


(9,538
)


(2,479
)


(2,279
)Interest income


116



98



74



3



15Other income (expense)


(912
)


491



1,100



152



96Total Other Expense, Net


(8,152
)


(7,812
)


(8,364
)


(2,324
)


(2,168
)Income before income taxes


18,751



35,598



49,298



13,281



10,399Income Tax Expense:Current


3,202



5,579



7,527



2,903



3,214Deferred


2,964



4,903



3,956



(461
)


(435
)Total Income Tax Expense


6,166



10,482



11,483



2,442



2,779Net Income

$
12,585


$
25,116


$
37,815


$
10,839


$
7,620Adjusted EBITDA

$
39,966


$
57,852


$
68,260


$
15,695


$
16,739     (1)
    
    We define Adjusted EBITDA as net income (loss) before net
    interest expense, income tax expense and depreciation and
    amortization expense, as further adjusted to reflect certain
    other non-recurring and non-cash items. Adjusted EBITDA is not a
    presentation made in accordance with GAAP. For a reconciliation
    of this measure to its directly comparable financial measures
    calculated and presented in accordance with GAAP, please read
    Summary  Non-GAAP Financial Measure. 76




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Three
    Months Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
    March 31,2010


2011


$ Change


% Change(In thousands)Combined Statement of Income:Revenues

$
27,742


$
29,955


$
2,213



8
%Operating costs and expenses:Operating


7,951



8,424



473



6
%Depreciation and amortization


3,804



3,875



71



2
%Selling, general and administrative


4,096



4,792



696



17
%(Gain) loss on disposal of fixed assets


(13
)


544



557



4,285
%Gain on property casualty indemnification


(3,701
)


(247
)


3,454



93
%Total Operating Costs and Expenses


12,137



17,388



5,251



43
%Other income (expense):Interest expense


(2,479
)


(2,279
)


(200
)


(8
)%Interest income


3



15



12



400
%Other income


152



96



(56
)


(37
)%Total Other Expense, Net


(2,324
)


(2,168
)


(156
)


(7
)%Income before income taxes


13,281



10,399Income Tax Expense (Benefit):Current


2,903



3,214



311



11
%Deferred


(461
)


(435
)


(26
)


(6
)%Total Income Tax Expense


2,442



2,779



337



14
%Net Income

$
10,839


$
7,620


$
(3,219
)


(30
)%   Revenues.
  Operating Expenses.
  Depreciation Expense.
  Selling, General and Administrative
    Expenses.
 77




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##### Table of Contents



Gain on Property Casualty
    Indemnification.
  Interest Expense.
  Income Tax Expense.
  Net Income.
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
    December 31,2009


2010


$ Change


% Change(In thousands)Combined Statements of Income:Revenues

$
100,840


$
116,450


$
15,610



15
%Operating costs and expenses:Operating


29,158



32,415



3,257



11
%Depreciation and amortization


14,191



15,579



1,388



10
%Selling, general and administrative


13,830



15,775



1,945



14
%(Gain) loss on disposal of fixed assets


96



(339
)


(435
)


(453
)%Gain on property casualty indemnification






(4,688
)


(4,688
)


Loss on impairment of assets


155



46



(109
)


(70
)%Total Operating Costs and Expenses


57,430



58,788



1,358



2
%Other income (expense):Interest expense


(8,401
)


(9,538
)


(1,137
)


14
%Interest income


98



74



(24
)


(24
)%Other income


491



1,100



609



124
%Total Other Expense, Net


(7,812
)


(8,364
)


(552
)


7
%Income before income taxes


35,598



49,298



13,700



38
%Income tax expense:Current


5,579



7,527



1,948



35
%Deferred


4,903



3,956



(947
)


(19
)%Total Income Tax Expense


10,482



11,483



1,001



10
%Net Income

$
25,116


$
37,815


$
12,699



51
%   Revenues.
 78




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Operating Expenses.
  Depreciation Expense.
  Selling, General and Administrative
    Expenses.
  Gain on Disposal of Fixed
    Assets.
  Gain on Property Casualty
    Indemnification.
  Interest Expense.
  Income Tax Expense.
  Net Income.
 79




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Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    December 31,2008


2009


$ Change


% Change(In thousands)Combined Statements of Income:Revenues

$
79,112


$
100,840


$
21,728



27
%Operating costs and expenses:Operating


29,437



29,158



(279
)


(1
)%Depreciation and amortization


12,854



14,191



1,337



10
%Selling, general and administrative


9,709



13,830



4,121



42
%(Gain) loss on disposal of fixed assets


(4
)


96



100



2,500
%Loss on impairment of assets


213



155



(58
)


(27
)%Total Operating Costs and Expenses


52,209



57,430



5,221



10
%Other income (expense):Interest expense


(7,356
)


(8,401
)


(1,045
)


14
%Interest income


116



98



(18
)


(16
)%Other income (expense)


(912
)


491



1,403



154
%Total Other Expense, Net


(8,152
)


(7,812
)


340



4
%Income before income taxes


18,751



35,598



16,847



90
%Income tax expense:Current


3,202



5,579



2,377



74
%Deferred


2,964



4,903



1,939



65
%Total Income Tax Expense


6,166



10,482



4,316



70
%Net Income

$
12,585


$
25,116


$
12,531



100
%   Revenues.
  Operating Expenses.
  Depreciation Expense.
  Selling, General and Administrative
    Expenses.
 80




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##### Table of Contents



Interest Expense.
  Income Tax Expense.
  Net Income.
 Future
    Trends and Outlook    Supply
    of Crude Oil and Refined Products
      rights-of-ways
  Entry
    of Competitors into the Markets in which We
    Operate
    Growth
    Opportunities
   81




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Demand
    for Crude Oil and Refined Products
   Liquidity
    and Capital Resources  Liquidity
   
   
  Term
    Borrowings
   82




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March 31,20115.93% Note due 2014

$
12,8006.81% Note due 2015


10,0005.96% Note due 2017


11,5006.63% Note due 2018


2,8586.63% Note due 2018


15,0006.88% Note due 2018


6,0004.90% Note due 2018


22,5004.90% Note due 2018


24,0007.59% Note due 2018


4,0006.78% Note due 2019


8,1006.35% Note due 2019


12,6007.45% Note due 2019


6,8007.02% Note due 2020


7,600Total debt


143,758Less current portion


(18,757
)Total long-term debt

$
125,001     Amount2011

$
14,2572012


18,7572013


18,7572014


17,1572015


14,357Thereafter


60,473Total

$
143,758       Notes

Amount6.78% Note due 2019

$
8,1007.45% Note due 2019


6,8007.02% Note due 2020


7,600Total debt

$
22,500  83




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Revolving
    Line of Credit
 
   
 
   
  Potential
    OTA Financial Support
    
    our issuance of common units to OTA or any of its affiliates at
    a price per common unit of no less than 95% of the trailing
    10-day
    average closing price per common unit;
    our borrowing of funds from OTA or any of its affiliates on
    terms that include a tenor of at least one year and no
    longer than ten years and a fixed rate of interest that is
    no more than 200 basis points higher than the corresponding
    base rate, which is LIBOR for one year maturities and the USD
    swap rate for maturities of greater than one year and up to
    ten years; and
    OTA and its affiliates may provide us or any of our subsidiaries
    with guaranties or trade credit support to support the ongoing
    operations of us or our subsidiaries; provided, that(i) the pricing of any such guaranties or trade credit
    support is no more than 100 basis points per annum and
    (ii) any such guaranties or trade credit support are
    limited to ordinary course obligations of us or our subsidiaries
    and do not extend to indebtedness for borrowed money or other
    obligations that could be characterized as debt.   84




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and/or
  Cash
    Flows
  Three
    Months Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
    March 31,2010


2011


$ Change


% Change(In thousands)Net cash provided by operating activities

$
15,921


$
7,164


$
(8,307
)


52
%Net cash used in investing activities


(13,624
)


(4,502
)


(9,122
)


(67
)%Net cash used in financing activities


(4,100
)


(4,975
)


875



21
%   Cash Flows Provided by Operating
    Activities.
  Cash Flows Used in Investing
    Activities.
 
  Cash Flows Used in Financing
    Activities.
 
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
    December 31,2009

2010

$ Change

% Change(In thousands)Net cash provided by operating activities

$
32,253


$
60,678


$
28,425



88
%Net cash used in investing activities


(34,469
)


(30,191
)


(4,278
)


(12
)%Net cash provided by (used in) financing activities


3,243



(27,597
)


(30,840
)


(951
)%   Cash Flows From Operating
    Activities.
 85




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##### Table of Contents



Cash Flows Used in Investing
    Activities.
  Cash Flows Provided by (Used in) Financing
    Activities.
  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
    December 31,2008

2009

$ Change

% Change(In thousands)Net cash provided by operating activities

$
27,022


$
32,253


$
5,231



19
%Net cash used in investing activities


(64,435
)


(34,469
)


(29,966
)


(47
)%Net cash provided by financing activities


39,558



3,243



(36,315
)


(92
)%   Cash Flows Provided by Operating
    Activities.
  Cash Flows Used in Investing
    Activities.
  Cash Flows Provided by Financing
    Activities.
  Contractual
    Obligations
    Payments Due by PeriodLess than 1








More thanTotal


Year


1-3 Years


4-5 Years


5 Years(In thousands)Long-term debt obligations

$
148,258


$
18,757


$
37,514


$
31,514


$
60,473Interest payments


41,886



8,684



14,234



9,814



9,154Operating lease obligations


14,400



600



1,200



1,200



11,400Total

$
204,544


$
28,041


$
52,948


$
42,528


$
81,027   Capital
    Expenditures
   86




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Recent
    Economic and Market Trends Impacting Our Liquidity
   Off-Balance
    Sheet Arrangements   Critical
    Accounting Policies and Estimates      Depreciation.
 87




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##### Table of Contents



Impairment of Long-Lived Assets.
          Environmental and Other Contingent
    Liabilities.
     Quantitative
    and Qualitative Disclosures About Market Risk   88




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Seasonality   89




---



##### Table of Contents



INDEPENDENT
    STORAGE INDUSTRY OVERVIEW     Overview        Terminaling
    Industrys Role in Crude Oil and Petroleum Products Supply
    Chain
  
 90




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##### Table of Contents




    Transportation of Crude Oil and Chemical
    Feedstocks.  There are two modes of
    transportation for inter-regional trade: tankers and pipelines.
    Tankers have made intercontinental transport of oil and
    petrochemical feedstocks possible, and they are low cost,
    efficient, and extremely flexible. Pipelines, on the other hand,
    are the mode of choice for transcontinental oil and chemical
    feedstock movements, and are the primary mode of transportation
    for crude oil and petrochemical feedstocks in the United States.
    Both tankers and pipelines play a critical role in moving crude
    and petrochemical feedstocks to refineries where it is refined
    into usable products. Our Houston terminal is an essential
    facility for the importing of crude oil and petrochemical
    feedstocks for several refineries and processors.
    Refining.  Refineries in the Gulf Coast
    region and elsewhere convert crude oil into light-refined
    products and heavy-refined products. Light refined products
    include gasoline, diesel fuels, heating oils and jet fuels.
    Heavy refined products include residual fuel oils and asphalt.
    Refined products of specific grade and characteristics are
    substantially identical in composition from one refinery to
    another and are referred to as being fungible. The
    refined products initially are stored at the refineries
    own terminal facilities. Then, refineries schedule for delivery
    some of their refined product output to satisfy retail delivery
    obligations, for example, at branded gasoline stations, and
    allocate the remainder of their refined product output to
    independent marketing and distribution companies or traders for
    resale.
    Transportation of Refined
    Products.  Before an independent distribution
    and marketing company distributes refined petroleum products in
    the wholesale markets, it must first schedule the product for
    shipment by tankers or barges or on common carrier pipelines to
    a terminal. Refined product is often transported by tanker or
    barge to and from marine terminals, such as our Houston and
    Beaumont terminals. Because there are economies of scale in
    transporting products by vessel, marine terminals with large
    storage capacities for various commodities have the ability to
    offer their customers lower
    per-barrel
    freight costs than do terminals with smaller storage capacities.
    Refined product is also transported inland and to marine
    terminals by common carrier pipelines.     91




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Terminal
    Services    
    receipt of product by vessels, tank barges, rail tank cars, road
    tank trucks and pipelines;
    storage of product (quantity and quality control);
    inventory management;
    redelivery of product via vessels, tank barges, rail tank cars,
    road tank trucks and pipelines;
    blending, mixing, and additivating;
    treatment of product, such as butanizing;
    administrative services, such as order processing and invoicing;
    customs service, such as coordinating obligations related to
    import duties and VAT; and
    complementary services, such as surveying. Gulf
    Coast Industry Overview     Barriers
    to Entry    
    the high costs of developing and constructing infrastructure,
    including the costs of establishing interconnects with other
    terminals and refining and processing plants;
    the extended length of time and risk involved in permitting and
    developing new projects and placing them into service, which can
    extend over a multi-year period depending on the type of
    facility, location, permitting issues and other factors;
    the magnitude and uncertainty of capital costs, length of the
    permitting and development cycle and scheduling uncertainties
    associated with terminal development projects present
    significant project financing challenges, which could be
    exacerbated by any tightening of the global credit markets; 92




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
    limited waterfront real estate that possesses requisite
    characteristics, such as proximity to pipelines, refineries,
    processing plants and major deep-water ports, as well as
    operational flexibility; and
    the specialized expertise required to acquire, develop and
    operate storage facilities, which makes it difficult to hire and
    retain qualified management and operational teams. Parameters
    of Competition    Location
    Versatility
    Service
    Price
   Customers    
    Refiners and Producers.  Oil refiners
    and producers that typically store feedstocks inbound to their
    refineries and outbound refined products. A large number of the
    major integrated oil companies fit this profile.
    Chemical Producers.  Chemical producers
    that require storage of feedstocks as well as of other bulk,
    intermediate, and specialty liquid products. Their storage
    demand may be dependent not only on price and quality, but also
    can be influenced by then supply-chain management capabilities.
    Distributors.  Customers that store
    finished petroleum or chemical products for eventual
    distribution to the end consumer.
    Traders.  Trading customers that tend to
    store oil or chemical products for speculative and wholesale
    purposes.   93




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Market
    Developments    Global
    Supply and Demand Imbalances
    Imbalances
    of Qualities
    Oil
    Price Levels, Volatility, and Basis
       94




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##### Table of Contents



BUSINESS Overview         Our
    Business and Properties     95




---



##### Table of Contents



Active

Existing



% of ActiveStorage

Expansion



Storage

Weighted-Capacity

Capacity

No. of

Capacity

Average

Composition of(shell

(shell

Active

under

Contract Life

Contracted Storage

Supply

DeliveryLocation

mmbbls)

mmbbls)

Tanks

Contract

(years)(1)

Capacity

Modes

ModesHouston


12.1
(2)


7.0
(3)

60

99.8%

7.1

64% crude oil, 26%
    heavy petrochemical
    feedstocks,
    7% clean petroleum
    products,
    3% fuel oil

Vessel,
    Barge,
    Pipeline

Vessel,
    Barge,
    Pipeline,
    Railcars,
    Tank TrucksBeaumont


5.7



5.4
(4)

74

97.4%

4.4

59% clean petroleum
    products, 40% vacuum
    gas oil, 1% fuel oil

Vessel,
    Barge,
    Pipeline

Vessel,
    Barge,
    PipelineTotal


17.8
(2)


12.4


134

99.0%

6.3
     (1)
    
    Weighted based upon 2010 fiscal year revenues.(2)
    
    Includes 1.0 million barrels of storage capacity supported
    by multi-year contracts with two customers that we are in the
    process of constructing and expect to place into service within
    the next 12 months. We expect these contracts will generate
    approximately $5.7 million in revenue on an annual basis
    once placed into service.(3)
    
    Includes storage capacity that can be constructed on
    63 acres we currently hold under a long-term lease expiring
    in 2035. We have an option to acquire this acreage prior to
    December 2020 for a price of $6.0 million to
    $6.7 million.(4)
    
    Does not include more than 20.0 million barrels of
    additional storage capacity which we have sufficient acreage to
    construct on the remote side of our terminal complex with
    pipeline connections to our waterfront, to the extent that we
    identify sufficient demand to do so.    
    TransCanadas Keystone Pipeline, which is expected to
    transport crude oil from the Western Canadian Sedimentary Basin
    and the Bakken Shale formation to the Gulf Coast region at a
    rate of up to 900,000 barrels per day within the next two
    years; 
  
    Enterprise Products Partners and Energy Transfer
    Partners joint venture Double E pipeline, which is
    expected to transport crude oil from Cushing to Houston at a
    rate of up to 450,000 barrels per day within the next two
    years; 
  
    Enbridges Monarch Pipeline, which is expected to transport
    crude oil from Cushing to Houston at a rate of up to
    350,000 barrels per day within the next two years;
    Enterprise Products Partners proposed Eagle Ford Shale
    pipeline, which is expected to transport crude oil from the
    Eagle Ford Shale in south Texas to Houston at a rate of up to
    350,000 barrels per day within the next 18 months;
    Kinder Morgan Energy Partners Eagle Ford Shale pipeline,
    which is expected to transport crude oil from the Eagle Ford
    Shale to Houston at a rate of up to 300,000 barrels per day
    within the next 18 months; and
    Magellan Midstream Partners reversal and conversion of its
    Longhorn pipeline, which is expected to transport crude oil from
    El Paso to Houston at a rate of up to 225,000 barrels
    per day within 18 to 24 months upon approval of the project.   96




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##### Table of Contents



rights-of-way
  Houston
    Terminal
 
   
      rights-of-way
 97




---



##### Table of Contents



rights-of-way. rights-of-way
    Beaumont
    Terminal
    deep-water
      Our
    Operations
    
    Storage Services Fees.  For the year
    ended December 31, 2010, we generated approximately 75% of
    our revenues from fixed monthly fees for storage services, which
    our customers pay (i) to reserve storage space in our tanks
    and 98




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##### Table of Contents



(ii) to compensate us for receiving an agreed upon average
    periodic amount of product volume, or throughput, on their
    behalf. These fees are owed to us regardless of the actual
    storage capacity utilized by our customers or the amount of
    throughput that we receive.  
    Throughput Fees.  For the year ended
    December 31, 2010, we generated approximately 20% of our
    revenues from throughput fees, which our non-storage customers
    pay us to receive or deliver volumes of products on their behalf
    to designated pipelines, third-party storage facilities or
    waterborne transportation. In addition, our storage customers
    pay us throughput fees when we receive volumes of products on
    their behalf that exceed the base throughput contemplated in
    their agreed upon monthly storage services fee. The revenues we
    generate from throughput fees vary based upon the volumes of
    products accepted at or withdrawn from our terminals.
    Ancillary Services Fees.  For the year
    ended December 31, 2010, we generated approximately 5% of
    our revenues from fees associated with ancillary services such
    as heating, mixing, and blending our storage customers
    products that are stored in our tanks, transferring our storage
    customers products between our tanks and marine vapor
    recovery. The revenues we generate from ancillary services fees
    vary based upon the activity levels of our customers.   Our
    Business Strategies    
    Capitalize on Organic Growth Opportunities by Expanding
    and Developing the Assets and Properties That We Already
    Own.  We are in the process of constructing
    1.0 million barrels of storage capacity supported by
    multi-year contracts with two customers that we expect to place
    into service in the next 12 months. We intend to continue
    to expand our existing operations through organic growth
    projects, including expanding our storage capacity at our
    Houston and Beaumont terminals to take advantage of what we
    believe will be significant increases in crude oil storage
    demand, due in part to the construction of new pipeline projects
    anticipated to deliver crude oil into the upper Gulf Coast
    region at a rate of up to two million barrels per day in the
    next two years. To capitalize on these expected new sources of
    crude oil supply, we own or lease with the option to acquire the
    land and
    rights-of-way
    necessary to significantly increase our current storage capacity
    by constructing tanks adjacent to our current facilities with an
    aggregate additional storage capacity of 12.4 million
    barrels and connecting that storage capacity to one or more of
    the proposed pipelines. Additionally and to the extent we
    identify sufficient demand to do so, we could construct more
    than 20.0 million barrels in storage capacity on the remote
    side of our terminal complex in Beaumont with pipeline
    connections to our waterfront. We also seek to identify and
    pursue opportunities to increase our capacity and utilization,
    improve our operating efficiency, further diversify our customer
    base and expand our service offerings to existing customers,
    which we believe is an efficient and cost-effective method of
    achieving organic growth.
    Pursue Accretive Strategic Acquisitions of Terminaling,
    Storage, Pipeline and Other Midstream Assets That Will Expand or
    Complement Our Existing Asset Portfolio and That Are Expected to
    Increase Our Revenues and Cash Flows.  We
    intend to pursue strategic and accretive acquisitions of
    terminaling, storage, pipeline and other midstream assets that
    expand or complement our existing asset portfolio. We
    continually monitor the marketplace to identify and pursue such
    acquisitions, with a particular focus on waterborne terminals on
    the East Coast, West Coast and Gulf Coast of the United States.
    In acquiring other businesses or assets, we will attempt to
    utilize our industry knowledge, network of customers and
    strategic asset base to identify acquisition opportunities and,
    if we acquire such opportunities, to operate the acquired assets
    or businesses more efficiently and competitively, thereby
    increasing our revenue and cash flow. We intend to pursue
    acquisition opportunities both independently and jointly with
    the Oiltanking Group or third parties, particularly when the
    third party partners have expertise in certain industries or
    geographies. We believe that our base of operations provides
    multiple platforms for strategic growth through acquisitions. We
    also believe that the Oiltanking Groups active
    participation in the terminaling and storage 99




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##### Table of Contents



business and its unique insights into business opportunities in
    our industry will help us to identify, evaluate and pursue
    attractive commercial growth opportunities, which may include
    the purchase of assets from OTA or construction of assets in
    partnership with the Oiltanking Group.  
    Maintain and Develop Strong Customer Relationships Based
    Upon High Quality of Service, Reliability, the Efficiency of Our
    Existing Assets and Operations and Our Global Marketing and
    Relationship Network.  We intend to maximize
    the profitability of our existing assets by continuing to expand
    our services to existing and new customers in response to their
    needs and implementing additional services utilizing our asset
    base, such as adding new volumes of products handled and
    providing access to additional markets. We also intend to
    continue delivering superior operational performance by engaging
    in strong safety and responsible environmental practices,
    fostering strong technical capabilities and focusing on
    reliability, efficiency and flexibility. We believe that our
    commitment to excellent customer service and our long-term
    pricing strategies have combined to help us cultivate valuable
    customer relationships.
    Maintain Sound Financial Practices to Ensure Our Long-Term
    Viability.  We intend to maintain our
    commitment to disciplined financial analyses and a balanced
    capital structure, which we believe will serve the long-term
    interests of our unitholders and the Oiltanking Group. In
    addition, we intend to focus our development and acquisition
    activities on assets that will contribute to our fee-based
    portfolio over the long term and have no direct exposure to
    commodity prices. Consistent with our disciplined financial
    approach, in the long-term, we generally intend to fund the
    capital required for expansion and acquisition projects through
    a balanced combination of equity and debt capital. Concurrently
    with the closing of this offering, we intend to enter into a new
    $50.0 million revolving line of credit with Oiltanking
    Finance B.V. Our
    Competitive Strengths    
    Well-Positioned and Highly Integrated Terminal Assets
    Creating High Barriers of Entry for Potential
    Competitors.  Our assets are strategically
    located and have a high degree of interconnectivity and physical
    integration with the upper Gulf Coast refinery and petrochemical
    complex, which accounts for approximately 25% of the refining
    capacity in the United States, based on net input of crude and
    petroleum products. Our potential competitors face high barriers
    to entry including high construction costs and less effective
    location options due to lack of access to navigable waterways
    and proximity to refining and petrochemical complexes. We
    believe this offers us a competitive advantage, as competitors
    will find it difficult to compete with and expensive to
    replicate the geographic location and integration of our
    terminals.  Houston.
  Beaumont.
  
    Established Relationships with Customers Generating
    Multi-Year Contracts and Stable Cash
    Flows.  We have cultivated valuable long-term
    relationships with our customers, and as a result have
    historically enjoyed stable cash flows and minimal customer
    turnover. As of March 31, 2011, 99% of our active storage
    capacity was under contract, and our customer contracts had a
    weighted-average life of 6.3 years. In the five year period
    ended 100




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March 31, 2011, our customer retention rate was more than
    97%. We believe that the Oiltanking Groups established
    reputation in our industry as a reliable and cost-effective
    supplier of services will help us to maintain strong
    relationships with our existing customers and will assist us in
    our efforts to develop relationships with new customers.  
    Expansive Waterfront and Dock Capacity, Allowing for
    Efficient Receipt of Cargoes.  Our waterfront
    capabilities at our Houston terminal consist of six deep-water
    ship docks, allowing for the dockage of vessels with up to
    130,000 deadweight tons, or dwt, of cargo and vessel capacity,
    and two barge docks, allowing for barges with up to 20,000 dwt
    of barge and cargo capacity. Our deep-water ship docks can
    accommodate vessels with up to a 45 foot draft, including
    Suezmax tankers, which are the largest tankers that can navigate
    the Houston Ship Channel. We believe that most of our
    competitors on the Houston Ship Channel cannot receive cargoes
    as efficiently as we can, giving us a competitive advantage as
    customers seek to minimize and demurrage charges, which result
    when vessels cannot dock to unload their cargoes at a terminal
    and are forced to wait for dock space to become available for
    loading or unloading before continuing on to their next use. Our
    efficiency also provides our customers with additional certainty
    regarding time-sensitive deliveries, which is particularly
    attractive to traders who often make storage decisions based
    upon quickly shifting market dynamics.    
    Flexible, Efficient and Well-Maintained Assets That Can Be
    Expanded at Competitive Costs.  We have
    designed the infrastructure at our terminals specifically to
    facilitate future expansion, which we expect to both reduce our
    overall capital costs per additional barrel of storage capacity
    and shorten the duration and enhance the predictability of
    development timelines. Some of the specific infrastructure
    investments we have made that will facilitate incremental
    expansion are a sufficient number of docks capable of handling
    various products, spare pipeline infrastructure that allows for
    additional volumes of product to be handled, easily expandable
    piping and manifolds to handle additional storage capacity and
    land that allows us to construct more tank capacity. Because of
    this we believe that we are better positioned to grow
    organically in response to changing market conditions.
    Financial Flexibility to Fund
    Growth.  During 2003, the Oiltanking Group
    enacted a policy of centrally financing the expansion and growth
    of its global holdings of terminaling subsidiaries and in 2008,
    established Oiltanking Finance B.V., a wholly owned finance
    company located in Amsterdam, the Netherlands. Oiltanking
    Finance B.V. now serves as the global bank for the Oiltanking
    Groups terminal holdings, including ours, and arranges
    loans at market rates and terms for approved terminal
    construction projects. We believe that this relationship has
    historically provided us with access to debt capital on terms
    that are consistent with or better than what would have been
    available to us from third parties. We believe this relationship
    could continue to provide us with access to capital at
    competitive rates. At the closing of this offering, we expect to
    have approximately $50.0 million of borrowing capacity
    available under a new revolving line of credit with Oiltanking
    Finance B.V. which amount could be increased to
    $125.0 million with the approval of Oiltanking Finance B.V.
    We believe that our available borrowing capacity and our ability
    to access capital markets should provide us with the financial
    flexibility necessary to pursue expansion and acquisition
    opportunities. 
  
    Our Relationship with the Oiltanking
    Group.  Oiltanking GmbH is the worlds
    second largest independent storage provider for crude oil,
    refined products, liquid chemicals and gases and has been an
    active participant in the terminaling and storage business
    throughout the world for over 30 years. Oiltanking GmbH
    intends for us to be its growth vehicle in the United States to
    acquire, own and operate terminaling, storage, pipeline and
    other midstream assets that generate stable cash flows. We
    believe that as the indirect owner of our general partner and
    all of our incentive distribution rights and a 72.8% limited
    partner interest in us, Oiltanking GmbH will be 
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motivated to promote and support the successful execution of our
    business plan and to pursue projects that enhance the value of
    our business. We also believe that the Oiltanking Groups
    active participation in the terminaling and storage business and
    its unique insights into business opportunities in our industry
    will help us to identify, evaluate and pursue attractive
    commercial growth opportunities, which may include the purchase
    of assets from or construction of assets in partnership with the
    Oiltanking Group. We believe that we are distinctively different
    from many of our competitors as many of them may not be able to
    benefit from a parent company with such global expertise and
    network of contacts and insights. Also, the strong Oiltanking
    network offers us the opportunity to draw on an international
    pool of experts and to train our employees internationally.  
    Experienced Management Team and Operational
    Expertise.  We have an experienced management
    team and access to the Oiltanking Groups, including
    OTAs, industry-leading technical, construction, and
    operating experience. Members of our management team have, on
    average, more than 20 years of experience in the
    terminaling or energy industry and have been employed by OTA, on
    average, for more than 10 years. Our management team has a
    successful track record of creating internal growth and
    completing acquisitions, including OTAs acquisitions of
    terminals in Texas City and Port Neches, Texas and Joliet,
    Illinois and dry bulk operations in St. Croix and Corpus
    Christi, Texas, while also maintaining stable and growing cash
    flows. While operating amidst volatile conditions in the global
    economy, our management team increased both revenues and
    Adjusted EBITDA,
    year-over-year,
    every year from 2007 through 2010, with an aggregate increase of
    70% and 102% during such period, respectively. We believe our
    management teams experience and familiarity with our
    industry and businesses are important assets that assist us in
    implementing our business strategies. Our
    History and Relationship with Oiltanking GmbH   
   
 Our
    Management and Employees   
 102




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Customers     Contracts    year-to-year year-to-year,
 Competition   103




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Environmental
    and Occupational Safety and Health Regulation  General
     104




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Hazardous
    Substances and Wastes
        Air
    Emissions and Climate Change
   105




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and/or
  Water
     106




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clean-up www.garner-es.com around-the-clock
    Endangered
    Species Act
    Hazardous
    Materials Transportation Requirements
    Occupational
    Safety and Health
   107




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Title to
    Properties and Permits  rights-of-way rights-of-way rights-of-way right-of-way rights-of-way, rights-of-way
  rights-of-way,
   Safety
    and Maintenance       108




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Seasonality   Insurance   Legal
    Proceedings   109




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MANAGEMENT Management
    of Oiltanking Partners, L.P.           110




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Executive
    Officers and Directors of our General Partner    
 Name

Age

Position With Our General PartnerCarlin G. Conner


43


President, Chief Executive Officer and Chairman of the BoardKenneth F. Owen


37


Chief Financial OfficerKevin L. Campbell


46


Vice President of OperationsRobert Bo J. McCall


46


Vice President of Marketing and SalesJan P. Vogel


41


Vice President of Corporate Affairs and Strategic PlanningDavid L. Griffis


65


DirectorKapil K. Jain


45


DirectorRutger van Thiel


47


DirectorGregory C. King


50


Director Nominee  
 
  Carlin G. Conner  President, Chief Executive
    Officer and Chairman of the Board.
 
 
  Kenneth F. Owen  Chief Financial
    Officer.
 
 
  Kevin L. Campbell  Vice President of
    Operations.
 
 
  Robert Bo J. McCall  Vice President
    of Marketing and Sales.
 
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##### Table of Contents



Jan P. Vogel  Vice President of Corporate
    Affairs and Strategic Planning.
  David L. Griffis 
    Director.
  Kapil K. Jain 
    Director.
 
  Rutger van Thiel 
    Director.
 
 
  Gregory C. King  Director
    Nominee.
 
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Director
    Independence   Committees
    of the Board of Directors    Audit
    Committee
    Conflicts
    Committee
   113




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EXECUTIVE
    OFFICER COMPENSATION  Compensation
    Discussion and Analysis  Introduction
  day-to-day
    Historical
    Compensation
    Compensation
    Setting Process
   
  and/or
 
    Long-Term
    Incentive Plan
   114




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Restricted Units.
    Unit Options.
    Performance Award.
  Phantom Units.
 115




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Unit Awards.
  Unit Appreciation Rights.
    Distribution Equivalent Rights or
    DERs.
  Other Unit-Based Awards.
 
 
  Deferred
    Compensation Plan
    and/or and/or
 116




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Director
    Compensation  out-of-pocket
   Compensation
    Practices as They Related to Risk Management   117




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SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    
    beneficial owners of 5% or more of our common units;
    each director, director nominee and executive officer; and
    all of our directors and executive officers as a group.    
 Percentage ofPercentage of

Common andCommon

Percentage of

Subordinated

Subordinated

SubordinatedUnits

Common Units

Units

Units

UnitsBeneficially

Beneficially

Beneficially

Beneficially

BeneficiallyName of Beneficial Owner(1)

Owned

Owned

Owned

Owned

OwnedOTA(2)


9,449,901
(3)


48.6
%


19,449,901



100
%


74.3
%All executive officers and directors as a group (8 persons)


















  
    (1)
    
    As of the date of this prospectus, there are no arrangements for
    any listed beneficial owner to acquire within 60 days
    common units from options, warrants, rights, conversion
    privileges or similar obligations. 
  (2)
    
    Includes 4,368,869 common units and 8,992,059 subordinated units
    held directly by OTB Holdco, L.L.C., a wholly owned subsidiary
    of OTA. OTA is a wholly owned subsidiary of Oiltanking GmbH,
    which, in turn, is a wholly owned subsidiary of Marquard &
    Bahls AG, which is controlled by a four-person supervisory
    board. The address for OTA is 15631 Jacintoport Blvd., Houston,
    TX 77015. 
 
  (3)
    
    Of this amount, 7,949,901 common units will be issued to OTA at
    the closing of this offering and up to 1,500,000 common units
    will be issued to OTA within 30 days of this offering,
    assuming the underwriters do not exercise their option to
    purchase up to an additional 1,500,000 common units. Please see
    Summary  The
    Offering  Units Outstanding After This
    Offering. 
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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS   
   Distributions
    and Payments to Our General Partner and Its Affiliates    Formation Stage 
  The aggregate consideration received by our general partner and
    its affiliates for the contribution of their interests
    
     9,449,901 common units; 19,449,901 subordinated units; 2.0% general partner interest; and our incentive distribution rights.In addition, we will use a portion of the net proceeds from this
    offering to make distributions to OTA and certain affiliates and
    repay intercompany indebtedness owed to Oiltanking Finance B.V. 
  Operational Stage 
  Distributions of available cash to our general partner and its
    affiliates
    
    We will generally make cash distributions 98% to our
    unitholders, including affiliates of our general partner, as the
    holders of an aggregate of 28,899,802 common units and all of
    the subordinated units, and 2.0% to our general partner. In
    addition, if distributions exceed the minimum quarterly
    distribution and other higher target distribution levels, our
    general partner will be entitled to increasing percentages of
    the distributions, up to a maximum of 48.0% of the distributions
    above the highest target distribution level. 
 
  Assuming we have sufficient available cash to pay the full
    minimum quarterly distribution on all of our outstanding common
    units and subordinated units for four quarters, our general
    partner and its affiliates would receive an annual distribution
    of approximately $1.1 million on the 2.0% general partner
    interest and approximately $39.0 million on their common
    units and subordinated units. 
  Payments to our general partner and its affiliates
    
    Our general partner will not receive a management fee or other
    compensation for its management of our partnership, but we will
    reimburse our general partner and its affiliates for all direct
    and indirect expenses they incur and payments they make on our
    behalf pursuant to a services agreement with OT Services, a
    wholly owned subsidiary of OTA. Neither our partnership
    agreement nor the services agreement will limit the amount of
    expenses for 119




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which our general partner and its affiliates may be reimbursed,
    but the services agreement will provide for an agreed upon
    maximum annual reimbursement obligation for expenses associated
    with certain specified selling, general and administrative
    services necessary to run our business that will be provided to
    us by OT Services. These capped expenses include
    (i) expenses of non-executive employees, including general
    and administrative overhead costs, salary, bonus, incentive
    compensation and other compensation amounts, which we expect
    will be allocated to us based on weighted-average headcount and
    the ratio of time spent by those employees on our business and
    operations, and (ii) executive officer expenses, including
    general and administrative overhead costs, salary, bonus,
    incentive compensation and other compensation amounts, which we
    expect will be allocated to us based on the amount of time spent
    managing our business and operations. Our partnership agreement
    provides that our general partner will determine in good faith
    the expenses that are allocable to us.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests. Please read The
    Partnership Agreement  Withdrawal or Removal of Our
    General Partner.Liquidation StageLiquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances. Agreements
    with Affiliates in Connection with the Transactions    Contribution
    Agreement
    Omnibus
    Agreement
    
    our use of the name Oiltanking and related
    marks, and
    certain indemnification obligations.   120




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
    for a period of three years after the closing of this offering,
    OTA will indemnify us for environmental losses by reason of, or
    arising out of, any violation, event, circumstance, action,
    omission or condition associated with the operation of our
    assets prior to the closing of this offering, including:
    (i) any violation of or cost to correct a violation of any
    environmental laws, (ii) any environmental activity to
    address a release of hazardous substances and (iii) the
    release of, or exposure of any person to, any hazardous
    substance; provided, however, that (x) the liability of OTA
    for environmental losses shall not exceed $15.0 million in
    the aggregate and (y) OTA will only be liable to provide
    indemnification for losses to the extent that the aggregate
    dollar amount of losses suffered by us exceed $500,000 in any
    calendar year. In no event will OTA have any indemnification
    obligations under the omnibus agreement for any claim made as a
    result of additions to or modifications of current environmental
    laws enacted after the closing of this offering;
    until 60 days after the applicable statute of limitations,
    any of our federal, state and local income tax liabilities
    attributable to the ownership and operation of our assets and
    the assets of our subsidiaries prior to the closing of this
    offering;
    for a period of three years after the closing of this offering,
    the failure to have all necessary consents and governmental
    permits where such failure renders us unable to use and operate
    our assets in substantially the same manner in which they were
    used and operated immediately prior to the closing of this
    offering (subject to certain exceptions for the revocation or
    non-renewal of consents and governmental permits due to changes
    in laws, governmental regulations or certain other events
    outside of the control of the Oiltanking Group and our general
    partner); and
    for a period of three years after the closing of this offering,
    our failure to have valid and indefeasible easement rights,
    rights-of-way,
    leasehold
    and/or fee
    ownership interest in the lands where our assets are located and
    such failure prevents us from using or operating our assets in
    substantially the same manner as they were operated immediately
    prior to the closing of this offering.        Services
    Agreement
    
    the provision by OT Services to us of certain specified selling,
    general and administrative services necessary to run our
    business, including the provision by OT Services to us of such
    employees as may be necessary to operate and manage our
    business, and our agreement to reimburse OT Services for all
    reasonable costs and expenses incurred in connection with such
    services, subject to an agreed upon maximum annual reimbursement
    obligation of $17 million;
    our agreement to reimburse OT Services for all expenses it
    incurs as a result of us becoming a publicly traded partnership,
    including (but not limited to) expenses associated with annual
    and quarterly reporting, tax returns and 121




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Schedule K-1
    preparation and distribution expenses, Sarbanes-Oxley compliance
    expenses, expenses associated with listing on the NYSE,
    independent auditor fees, legal fees, investor relation expenses
    and registrar and transfer fees; and  
    our agreement to reimburse OT Services for all expenses that OT
    Services incurs or payments OT Services makes on our behalf with
    respect to insurance coverage for our business.      12-month
      Tax
    Sharing Agreement
   122




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Other
    Transactions with Related Persons  Revenues
    Derived from Affiliates
      Fees
    Paid to Affiliates
  construction-in-progress
      Investments
    with Affiliates
   123




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Potential
    OTA Financial Support
    
    our issuance of common units to OTA or any of its affiliates at
    a price per common unit of no less than 95% of the trailing
    10-day
    average closing price per common unit;
    our borrowing of funds from OTA or any of its affiliates on
    terms that include a tenor of at least one year and no more than
    ten years and a fixed rate of interest that is no more than
    200 basis points higher than the corresponding base rate,
    which is LIBOR for one year maturities and the USD swap rate for
    maturities of greater than one year and up to ten years; and
    OTA and its affiliates may provide us or any of our subsidiaries
    with guaranties or trade credit support to support the ongoing
    operations of us or our subsidiaries; provided, that(i) the pricing of any such guaranties or trade credit
    support is no more than 100 basis points per annum and
    (ii) any such guaranties or trade credit support are
    limited to ordinary course obligations of us or our subsidiaries
    and do not extend to indebtedness for borrowed money or other
    obligations that could be characterized as debt.    and/or
  Term
    Borrowings
   124




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March 31,20115.93% Note due 2014

$
12,8006.81% Note due 2015


10,0005.96% Note due 2017


11,5006.63% Note due 2018


2,8586.63% Note due 2018


15,0006.88% Note due 2018


6,0004.90% Note due 2018


22,5004.90% Note due 2018


24,0007.59% Note due 2018


4,0006.78% Note due 2019


8,1006.35% Note due 2019


12,6007.45% Note due 2019


6,8007.02% Note due 2020


7,600Total debt


143,758Less current portion


(18,757
)Total long-term debt

$
125,001     Amount2011

$
14,2572012


18,7572013


18,7572014


17,1572015


14,357Thereafter


60,473Total

$
143,758       Notes

Amount6.78% Note due 2019

$
8,1007.45% Note due 2019


6,8007.02% Note due 2020


7,600Total debt

$
22,500  125




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Revolving
    Line of Credit
 
   
 
   
  Transactions
    with Certain Officers and Directors
    Procedures
    for Review, Approval and Ratification of Transactions with
    Related Persons
       126




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CONFLICTS
    OF INTEREST AND FIDUCIARY DUTIES Conflicts
    of Interest        
    approved by the conflicts committee of our general partner,
    although our general partner is not obligated to seek such
    approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.      Our
    general partners affiliates may compete with
    us.
   128




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Our
    general partner and its affiliates are allowed to take into
    account the interests of parties other than us in resolving
    conflicts of interest.
    Our
    partnership agreement limits the liability of and reduces the
    fiduciary duties owed by our general partner, and also restricts
    the remedies available to our unitholders for actions that,
    without the limitations, might constitute breaches of its
    fiduciary duty.
    
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as such decisions are made in good
    faith, meaning it believed that the decision was in the best
    interests of our partnership;
    provides generally that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of the common unitholders must either be
    (1) on terms no less favorable to us than those generally
    provided to or available from unrelated third parties or
    (2) fair and reasonable to us, as determined by
    our general partner in good faith, provided that, in determining
    whether a transaction or resolution is fair and
    reasonable, our general partner may consider the totality
    of the relationships between the parties involved, including
    other transactions that may be particularly advantageous or
    beneficial to us; and
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, or our limited
    partners resulting from any act or omission unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that our general partner or
    its officers or directors, as the case may be, acted in bad
    faith or engaged in fraud or willful misconduct.  Except
    in limited circumstances, our general partner has the power and
    authority to conduct our business without unitholder
    approval.
    
    the making of any expenditures, the lending or borrowing of
    money, the assumption or guarantee of or other contracting for,
    indebtedness and other liabilities, the issuance of evidences of
    indebtedness, including indebtedness that is convertible into
    our securities, and the incurring of any other obligations;
    the purchase, sale or other acquisition or disposition of our
    securities, or the issuance of additional options, rights,
    warrants and appreciation rights relating to our securities;
    the acquisition, disposition, mortgage, pledge, encumbrance,
    hypothecation or exchange of any or all of our assets;
    the negotiation, execution and performance of any contracts,
    conveyances or other instruments; 129




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
    the distribution of our cash;
    the selection and dismissal of employees and agents, outside
    attorneys, accountants, consultants and contractors and the
    determination of their compensation and other terms of
    employment or hiring;
    the maintenance of insurance for our benefit and the benefit of
    our partners;
    the formation of, or acquisition of an interest in, the
    contribution of property to, and the making of loans to, any
    limited or general partnership, joint venture, corporation,
    limited liability company or other entity;
    the control of any matters affecting our rights and obligations,
    including the bringing and defending of actions at law or in
    equity, otherwise engaging in the conduct of litigation,
    arbitration or mediation and the incurring of legal expense and
    the settlement of claims and litigation;
    the indemnification of any person against liabilities and
    contingencies to the extent permitted by law;
    the making of tax, regulatory and other filings, or the
    rendering of periodic or other reports to governmental or other
    agencies having jurisdiction over our business or
    assets; and
    the entering into of agreements with any of its affiliates to
    render services to us or to itself in the discharge of its
    duties as our general partner.    Our
    general partner determines the amount and timing of asset
    purchases and sales, capital expenditures, borrowings, issuances
    of additional partnership securities and the creation, reduction
    or increase of reserves, each of which can affect the amount of
    cash that is distributed to our unitholders.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    issuance of additional units; and
    the creation, reduction, or increase of reserves in any quarter.     130




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
    enabling our general partner or its affiliates to receive
    distributions on any subordinated units held by them or the
    incentive distribution rights; or
    accelerating the expiration of the subordination period.      Our
    general partner determines which of the costs it incurs on our
    behalf are reimbursable by us.
    Our
    partnership agreement does not restrict our general partner from
    causing us to pay it or its affiliates for any services rendered
    to us or from entering into additional contractual arrangements
    with any of these entities on our behalf.
        Our
    general partner intends to limit its liability regarding our
    obligations.
   131




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Our
    general partner may exercise its right to call and purchase all
    of the common units not owned by it and its affiliates if they
    own more than 80% of the outstanding common units.
    Our
    general partner controls the enforcement of its and its
    affiliates obligations to us.
    Our
    general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.
    Our
    general partner may elect to cause us to issue common units to
    it in connection with a resetting of the target distribution
    levels related to our general partners incentive
    distribution rights without the approval of the conflicts
    committee of the board of directors of our general partner or
    our unitholders. This election may result in lower distributions
    to our common unitholders in certain situations.
     Fiduciary
    Duties   132




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State law fiduciary duty standards
    
    Fiduciary duties are generally considered to include an
    obligation to act in good faith and with due care and loyalty.
    The duty of care, in the absence of a provision in a partnership
    agreement providing otherwise, would generally require a general
    partner to act for the partnership in the same manner as a
    prudent person would act on his own behalf. The duty of loyalty,
    in the absence of a provision in a partnership agreement
    providing otherwise, would generally require that any action
    taken or transaction engaged in be entirely fair to the
    partnership.Partnership agreement modified standards
    
    Our partnership agreement contains provisions that waive or
    consent to conduct by our general partner and its affiliates
    that might otherwise raise issues about compliance with
    fiduciary duties or applicable law. For example, our partnership
    agreement provides that when our general partner is acting in
    its capacity as our general partner, as opposed to in its
    individual capacity, it must act in good faith and
    will not be subject to any other standard under applicable law.
    In addition, when our general partner is acting in its
    individual capacity, as opposed to in its capacity as our
    general partner, it may act without any fiduciary obligation to
    us or the unitholders whatsoever. These standards reduce the
    obligations to which our general partner would otherwise be held.Our partnership agreement generally provides that affiliated
    transactions and resolutions of conflicts of interest that are
    not approved by a vote of common unitholders and that are not
    approved by the conflicts committee of the board of directors of
    our general partner must be: on terms no less favorable to us than those
    generally being provided to, or available from, unrelated third
    parties; or fair and reasonable to us, taking into
    account the totality of the relationships between the parties
    involved (including other transactions that may be particularly
    favorable or advantageous to us).If our general partner does not seek approval from the conflicts
    committee and the board of directors determines that the
    resolution or course of action taken with respect to the
    conflict of interest satisfies either of the standards set forth
    in the bullet points above, then it will be presumed that, in
    making its decision, the board of directors, which may include
    board members affected by 133




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the conflict of interest, acted in good faith. In any proceeding
    brought by or on behalf of any limited partner or the
    partnership, the person bringing or prosecuting such proceeding
    will have the burden of overcoming such presumption. These
    standards reduce the obligations to which our general partner
    would otherwise be held.Rights and remedies of unitholders
    
    The Delaware Act generally provides that a limited partner may
    institute legal action on behalf of the partnership to recover
    damages from a third party where a general partner has refused
    to institute the action or where an effort to cause a general
    partner to do so is not likely to succeed. These actions include
    actions against a general partner for breach of its fiduciary
    duties or of our partnership agreement. In addition, the
    statutory or case law of some jurisdictions may permit a limited
    partner to institute legal action on behalf of himself and all
    other similarly situated limited partners to recover damages
    from a general partner for violations of its fiduciary duties to
    the limited partners.Partnership agreement modified standard
    
    In addition to the other more specific provisions limiting the
    obligations of our general partner, our partnership agreement
    further provides that our general partner and its officers and
    directors will not be liable for monetary damages to us or our
    limited partners for errors of judgment or for any acts or
    omissions unless there has been a final and non-appealable
    judgment by a court of competent jurisdiction determining that
    our general partner or its officers and directors acted in bad
    faith or engaged in fraud or willful misconduct.     134




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DESCRIPTION
    OF THE COMMON UNITS The
    Units   Transfer
    Agent and Registrar  Duties
    
    surety bond premiums to replace lost or stolen certificates,
    taxes and other governmental charges;
    special charges for services requested by a holder of a common
    unit; and
    other similar fees or charges.    Resignation
    or Removal
   Transfer
    of Common Units    
    represents that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    automatically becomes bound by the terms and conditions of, and
    is deemed to have executed, our partnership agreement; and
    gives the consents, waivers and approvals contained in our
    partnership agreement, such as the approval of all transactions
    and agreements that we are entering into in connection with our
    formation and this offering.         135




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THE
    PARTNERSHIP AGREEMENT      
    with regard to distributions of available cash, please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions;
    with regard to the fiduciary duties of our general partner,
    please read Conflicts of Interest and Fiduciary
    Duties;
    with regard to the transfer of common units, please read
    Description of the Common Units  Transfer of
    Common Units; and
    with regard to allocations of taxable income and taxable loss,
    please read Material U.S. Federal Income Tax
    Consequences. Organization
    and Duration   Purpose     Cash
    Distributions   Capital
    Contributions     136




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Voting
    Rights    
    during the subordination period, the approval of a majority of
    the common units, excluding those common units held by our
    general partner and its affiliates, and a majority of the
    subordinated units, voting as separate classes;
    after the subordination period, the approval of a majority of
    the common units, voting as a single class.      Issuance of additional units
    
    No approval right.Amendment of the partnership agreement
    
    Certain amendments may be made by our general partner without
    the approval of the unitholders. Other amendments generally
    require the approval of a unit majority. Please read
     Amendment of the Partnership Agreement.Merger of our partnership or the sale of all or substantially
    all of our assets
    
    Unit majority in certain circumstances. Please read
     Merger, Consolidation, Conversion, Sale or
    Other Disposition of Assets.Dissolution of our partnership
    
    Unit majority. Please read  Dissolution.Continuation of our business upon dissolution
    
    Unit majority. Please read  Dissolution. 
  Withdrawal of our general partner
    
    Under most circumstances, the approval of a majority of the
    common units, excluding common units held by our general partner
    and its affiliates, is required for the withdrawal of our
    general partner prior to September 30, 2021 in a manner
    that would cause a dissolution of our partnership. Please read
     Withdrawal or Removal of Our General
    Partner. 
  Removal of our general partner
    
    Not less than
    662/3%
    of the outstanding units, voting as a single class, including
    units held by our general partner and its affiliates. Please
    read  Withdrawal or Removal of Our General
    Partner. 
  Transfer of our general partner interest
    
    Our general partner may transfer all, but not less than all, of
    its general partner interest in us without a vote of our
    unitholders to an affiliate or another person in connection with
    its merger or consolidation with or into, or sale of all or
    substantially all of its assets to, such person. The approval of
    a majority of the common units, excluding common units held by
    our general partner and its affiliates, is required in other
    circumstances for a transfer of the general partner interest to
    a third party prior to September 30, 2021. Please read
     Transfer of General Partner Interest. 
  Transfer of incentive distribution rights
    
    No approval right. Please read  Transfer of
    Subordinated Units and Incentive Distribution Rights.Transfer of ownership interests in our general partner
    
    No approval right. Please read  Transfer of
    Ownership Interests in the General Partner.   137




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Applicable
    Law; Forum, Venue and Jurisdiction    
    arising out of or relating in any way to the partnership
    agreement (including any claims, suits or actions to interpret,
    apply or enforce the provisions of the partnership agreement or
    the duties, obligations or liabilities among limited partners or
    of limited partners to us, or the rights or powers of, or
    restrictions on, the limited partners or us);
    brought in a derivative manner on our behalf;
    asserting a claim of breach of a fiduciary duty owed by any
    director, officer or other employee of us or our general
    partner, or owed by our general partner, to us or the limited
    partners;
    asserting a claim arising pursuant to any provision of the
    Delaware Act; or
    asserting a claim governed by the internal affairs doctrine,   Limited
    Liability    
    to remove or replace our general partner;
    to approve some amendments to our partnership agreement; or
    to take other action under our partnership agreement;     138




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Issuance
    of Additional Interests         Amendment
    of the Partnership Agreement  General
   139




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Prohibited
    Amendments
    
    enlarge the obligations of any limited partner without its
    consent, unless approved by at least a majority of the type or
    class of limited partner interests so affected; or
    enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable,
    reimbursable or otherwise payable by us to our general partner
    or any of its affiliates without the consent of our general
    partner, which consent may be given or withheld in its sole
    discretion. 
   
  No
    Unitholder Approval
    
    a change in our name, the location of our principal place of
    business, our registered agent or our registered office;
    the admission, substitution, withdrawal or removal of partners
    in accordance with our partnership agreement;
    a change that our general partner determines to be necessary or
    appropriate to qualify or continue our qualification as a
    limited partnership or other entity in which the limited
    partners have limited liability under the laws of any state or
    to ensure that neither we nor any of our subsidiaries will be
    treated as an association taxable as a corporation or otherwise
    taxed as an entity for U.S. federal income tax purposes (to
    the extent not already so treated or taxed);
    an amendment that is necessary, in the opinion of our counsel,
    to prevent us or our general partner or its directors, officers,
    agents or trustees from in any manner being subjected to the
    provisions of the Investment Company Act of 1940, the Investment
    Advisers Act of 1940 or plan asset regulations
    adopted under the Employee Retirement Income Security Act of
    1974, or ERISA, whether or not substantially similar to plan
    asset regulations currently applied or proposed;
    an amendment that our general partner determines to be necessary
    or appropriate in connection with the creation, authorization or
    issuance of additional partnership interests or the right to
    acquire partnership interests;
    any amendment expressly permitted in our partnership agreement
    to be made by our general partner acting alone;
    an amendment effected, necessitated or contemplated by a merger
    agreement that has been approved under the terms of our
    partnership agreement;
    any amendment that our general partner determines to be
    necessary or appropriate to reflect and account for the
    formation by us of, or our investment in, any corporation,
    partnership, joint venture, limited liability company or other
    entity, as otherwise permitted by our partnership agreement;
    a change in our fiscal year or taxable year and related changes;
    conversions into, mergers with or conveyances to another limited
    liability entity that is newly formed and has no assets,
    liabilities or operations at the time of the conversion, merger
    or conveyance other than those it receives by way of the
    conversion, merger or conveyance; or
    any other amendments substantially similar to any of the matters
    described in the clauses above. 140




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
    do not adversely affect the limited partners (or any particular
    class of limited partners) in any material respect;
    are necessary or appropriate to satisfy any requirements,
    conditions or guidelines contained in any opinion, directive,
    order, ruling or regulation of any federal or state agency or
    judicial authority or contained in any federal or state statute;
    are necessary or appropriate to facilitate the trading of
    limited partner interests or to comply with any rule,
    regulation, guideline or requirement of any securities exchange
    on which the limited partner interests are or will be listed for
    trading;
    are necessary or appropriate for any action taken by our general
    partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
    are required to effect the intent expressed in this prospectus
    or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.  Opinion
    of Counsel and Unitholder Approval
   Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets     141




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Dissolution    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our partnership
    pursuant to the provisions of the Delaware Act; or
    the withdrawal or removal of our general partner or any other
    event that results in its ceasing to be our general partner
    other than by reason of a transfer of its general partner
    interest in accordance with our partnership agreement or its
    withdrawal or removal following the approval and admission of a
    successor.    
    the action would not result in the loss of limited liability
    under Delaware law of any limited partner; and  
    neither our partnership nor any of our subsidiaries would be
    treated as an association taxable as a corporation or otherwise
    be taxable as an entity for U.S. federal income tax purposes
    upon the exercise of that right to continue (to the extent not
    already so treated or taxed). Liquidation
    and Distribution of Proceeds   Withdrawal
    or Removal of Our General Partner   
 142




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2 3 1 3
 
    
    all subordinated units held by any person who did not, and whose
    affiliates did not, vote any units in favor of the removal of
    the general partner, will immediately and automatically convert
    into common units on a
    one-for-one
    basis; and
    if all of the subordinated units convert pursuant to the
    foregoing, all cumulative common unit arrearages on the common
    units will be extinguished and the subordination period will end.       Transfer
    of General Partner Interest    
    an affiliate of our general partner (other than an
    individual); or
    another entity as part of the merger or consolidation of our
    general partner with or into another entity or the transfer by
    our general partner of all or substantially all of its assets to
    another entity, 143




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Transfer
    of Ownership Interests in the General Partner   Transfer
    of Subordinated Units and Incentive Distribution
    Rights    
    represents that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    automatically becomes bound by the terms and conditions of our
    partnership agreement; and
    gives the consents, waivers and approvals contained in our
    partnership agreement, such as the approval of all transactions
    and agreements we are entering into in connection with our
    formation and this offering.         Change of
    Management Provisions   Limited
    Call Right   144




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
    the highest price paid by our general partner or any of its
    affiliates for any limited partner interests of the class
    purchased within the 90 days preceding the date on which
    our general partner first mails notice of its election to
    purchase those limited partner interests; and
    the average of the daily closing prices of the partnership
    securities of such class over the 20 consecutive trading days
    immediately preceding the date three days before the date the
    notice is mailed.   Non-Taxpaying
    Holders; Redemption    
    obtain proof of the U.S. federal income tax status of our
    limited partners (and their owners, to the extent
    relevant); and
    permit us to redeem the units held by any person whose tax
    status has or is reasonably likely to have a material adverse
    effect on the maximum applicable rates or who fails to comply
    with the procedures instituted by our general partner to obtain
    proof of the U.S. federal income tax status. The redemption
    price in the case of such a redemption will be the average of
    the daily closing prices per unit for the 20 consecutive trading
    days immediately prior to the date set for redemption. Non-Citizen
    Assignees; Redemption    
    obtain proof of the nationality, citizenship or other related
    status of our limited partners (and their owners, to the extent
    relevant); and
    permit us to redeem the units held by any person whose
    nationality, citizenship or other related status creates
    substantial risk of cancellation or forfeiture of any property
    or who fails to comply with the procedures instituted by the
    general partner to obtain proof of the nationality, citizenship
    or other related status. The redemption price in the case of
    such a redemption will be the average of the daily closing
    prices per unit for the 20 consecutive trading days immediately
    prior to the date set for redemption. 145




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Meetings;
    Voting         Voting
    Rights of Incentive Distribution Rights     Status as
    Limited Partner   146




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Indemnification    
    our general partner;
    any departing general partner;
    any person who is or was an affiliate of our general partner or
    any departing general partner;
    any person who is or was a manager, managing member, general
    partner, director, officer, fiduciary or trustee of our
    partnership, our subsidiaries, our general partner, any
    departing general partner or any of their affiliates;
    any person who is or was serving as a manager, managing member,
    general partner, director, officer, employee, agent, fiduciary
    or trustee of another person owing a fiduciary duty to us or our
    subsidiaries;
    any person who controls our general partner or any departing
    general partner; and
    any person designated by our general partner.   Reimbursement
    of Expenses   Books and
    Reports       147




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Right to
    Inspect Our Books and Records    
    a current list of the name and last known address of each record
    holder;
    copies of our partnership agreement, our certificate of limited
    partnership and related amendments and any powers of attorney
    under which they have been executed;
    information regarding the status of our business and our
    financial condition; and
    any other information regarding our affairs as our general
    partner determines is just and reasonable.   Registration
    Rights     148




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UNITS
    ELIGIBLE FOR FUTURE SALE   
    
    1% of the total number of the securities outstanding; or
    the average weekly reported trading volume of our common units
    for the four weeks prior to the sale. 
   
      lock-up
 149




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MATERIAL
    U.S. FEDERAL INCOME TAX CONSEQUENCES    non-U.S. persons, non-U.S. tax
     Taxation
    of the Partnership  Partnership
    Status
     150




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Tax
    Consequences of Unit Ownership  Limited
    Partner Status
    Flow-Through
    of Taxable Income
   151




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Ratio
    of Taxable Income to Distributions
    
    the earnings from operations exceeds the amount required to make
    minimum quarterly distributions on all units, yet we only
    distribute the minimum quarterly distributions on all
    units; or
    we make a future offering of common units and use the proceeds
    of the offering in a manner that does not produce substantial
    additional deductions during the period described above, such as
    to repay indebtedness outstanding at the time of this offering
    or to acquire property that is not eligible for depreciation or
    amortization for federal income tax purposes or that is
    depreciable or amortizable at a rate significantly slower than
    the rate applicable to our assets at the time of this offering.  Basis
    of Units
    Treatment
    of Distributions
       152




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Limitations
    on Deductibility of Losses
        Limitations
    on Interest Deductions
    
    interest on indebtedness properly allocable to property held for
    investment;
    interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections
    of Unitholder Taxes
  non-U.S. tax
 153




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Allocation
    of Income, Gain, Loss and Deduction
        
    our partners relative contributions to us;
    the interests of all of our partners in our profits and losses;
    the interest of all of our partners in our cash flow; and
    the rights of all of our partners to distributions of capital
    upon liquidation.    Treatment
    of Short Sales
      Alternative
    Minimum Tax
   154




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Tax
    Rates
      Section 754
    Election
           155




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Tax
    Treatment of Operations  Accounting
    Method and Taxable Year
    Tax
    Basis, Depreciation and Amortization
        Valuation
    and Tax Basis of Our Properties
   Disposition
    of Units  Recognition
    of Gain or Loss
   156




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
    a short sale;
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.    Allocations
    Between Transferors and Transferee
     157




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Notification
    Requirements
    Constructive
    Termination
    Schedule K-1
 Uniformity
    of Units  Section 1.167(c)-1(a)(6),
     158




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Tax-Exempt
    Organizations and Other Investors  non-U.S. corporations non-U.S. persons non-U.S. persons
  non-U.S. unitholders non-U.S. unitholder Form W-8BEN
    5-year
 Administrative
    Matters  Information
    Returns and Audit Procedures
  Schedule K-1,
 159




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Nominee
    Reporting
        non-U.S. person;
  non-U.S. government,
          Accuracy-Related
    Penalties
   160




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Reportable
    Transactions
      
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Administrative
    Matters  Accuracy-Related Penalties;
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, nondeductibility of interest on any
    resulting tax liability; and
    in the case of a listed transaction, an extended statute of
    limitations.   161




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State,
    Local and Other Tax Considerations    non-U.S. tax
 162




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INVESTMENT
    IN OILTANKING PARTNERS, L.P. BY
    EMPLOYEE BENEFIT PLANS    
    whether the investment is prudent under
    Section 404(a)(1)(B) of ERISA;
    whether in making the investment, that plan will satisfy the
    diversification requirements of Section 404(a)(1)(C) of
    ERISA; and
    whether the investment will result in recognition of unrelated
    business taxable income by the plan and, if so, the potential
    after-tax investment return. Please read Material
    U.S. Federal Income Tax Consequences  Tax-Exempt
    Organizations and Other Investors.                   163




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UNDERWRITING    Number ofCommonUnderwriter

UnitsCitigroup Global Markets Inc.Barclays Capital Inc.J.P. Morgan Securities LLCMorgan Stanley & Co. LLCRaymond James & Associates, Inc.Deutsche Bank Securities Inc.Stifel, Nicolaus & Company, IncorporatedTotal


10,000,000         lock-up 180-day 180-day 16-day 180-day 18-day
  lock-up
 164




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lock-up
   
   
    Paid by Oiltanking Partners, L.P.No Exercise

Full ExercisePer common unit

$



$Total

$



$       
    Short sales involve secondary market sales by the underwriters
    of a greater number of common units than they are required to
    purchase in the offering.  
    Covered short sales are sales of common units in an
    amount up to the number of common units represented by the
    underwriters over-allotment option.
    Naked short sales are sales of common units in an
    amount in excess of the number of common units represented by
    the underwriters over-allotment option.  
    Covering transactions involve purchases of common units either
    pursuant to the over-allotment option or in the open market
    after the distribution has been completed in order to cover
    short positions.  
    To close a naked short position, the underwriters must purchase
    common units in the open market after the distribution has been
    completed. A naked short position is more likely to be created
    if the underwriters are concerned that there may be downward
    pressure on the price of the common units in the open market
    after pricing that could adversely affect investors who purchase
    in the offering.
    To close a covered short position, the underwriters must
    purchase common units in the open market after the distribution
    has been completed or must exercise the over-allotment option.
    In determining the source of common units to close the covered
    short position, the underwriters will consider, among other
    things, the price of common units available for purchase in the
    open market as compared to the price at which they may purchase
    common units through the over-allotment option. 165




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
    Stabilizing transactions involve bids to purchase common units
    so long as the stabilizing bids do not exceed a specified
    maximum.  over-the-counter
 
  and/or
 
 
  and/or
 
          Notice to
    Prospective Investors in the European Economic Area
    
    to any legal entity which is a qualified investor as defined in
    the Prospectus Directive;
    to fewer than 100 or, if the Relevant Member State has
    implemented the relevant provision of the 2010 PD Amending
    Directive, 150, natural or legal persons (other than qualified
    investors as defined in the Prospectus Directive), as permitted
    under the Prospectus Directive, subject to obtaining the prior
    consent of the relevant Dealer or Dealers nominated by the
    Issuer for any such offer; or
    in any other circumstances falling within Article 3(2) of
    the Prospectus Directive.   166




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Notice to
    Prospective Investors in the United Kingdom
            Notice to
    Prospective Investors in Germany
  (Wertpapierprospektgesetz) (Verkaufsprospektgesetz) (Investmentgesetz) (Bundesanstalt
    für Finanzdienstleistungsaufsicht
 167




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Notice to
    Prospective Investors in the Netherlands
  (gekwalificeerde beleggers) (Wet op het financieel toezicht)
  Notice to
    Prospective Investors in Switzerland
     168




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VALIDITY
    OF OUR COMMON UNITS   EXPERTS     WHERE YOU
    CAN FIND MORE INFORMATION  Form S-1 http://www.sec.gov. 1-800-SEC-0330
  www.oiltankingpartners.com
  Form 10-Q,
 FORWARD-LOOKING
    STATEMENTS   169




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
    changes in general economic conditions;
    competitive conditions in our industry;
    changes in the long-term supply and demand of crude oil, refined
    petroleum products and liquified petroleum gas in the markets in
    which we operate;
    actions taken by our customers, competitors, and third party
    operators;
    changes in the availability and cost of capital;
    operating hazards, natural disasters, weather-related delays,
    casualty losses and other matters beyond our control;
    the effects of existing and future laws and governmental
    regulations;
    the effects of future litigation; and
    certain factors discussed elsewhere in this prospectus.   170




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INDEX TO
    FINANCIAL STATEMENTS  OILTANKING PARTNERS, L.P.UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    STATEMENTSIntroduction


F-2Unaudited Pro Forma Condensed Combined Balance
    Sheet as of March 31, 2011


F-3Unaudited Pro Forma Condensed Combined Statement
    of Income for the Year Ended December 31, 2010


F-4Unaudited Pro Forma Condensed Combined Statement
    of Income for the Three Months Ended March 31, 2011


F-5Notes to the Unaudited Pro Forma Condensed
    Combined Financial Statements


F-6HISTORICAL BALANCE SHEETReport of Independent Registered Public
    Accounting Firm


F-9Balance Sheet as of March 14, 2011


F-10Notes to the Balance Sheet


F-11OILTANKING HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS,
    L.P.HISTORICAL COMBINED FINANCIAL STATEMENTSReport of Independent Registered Public
    Accounting Firm


F-12Combined Balance Sheets as of December 31,
    2009 and 2010


F-13Combined Statements of Income and Comprehensive
    Income for the Years Ended December 31, 2008, 2009 and
    2010


F-14Combined Statements of Partners Capital for
    the Years Ended December 31, 2008, 2009 and 2010


F-15Combined Statements of Cash Flows for the Years
    Ended December 31, 2008, 2009 and 2010


F-16Notes to the Combined Financial Statements


F-17Unaudited Condensed Combined Balance Sheets as of
    December 31, 2010 and March 31, 2011


F-35Unaudited Condensed Combined Statements of Income
    and Comprehensive Income for the Three Months Ended
    March 31, 2010 and 2011


F-36Unaudited Condensed Combined Statement of
    Partners Capital for the Three Months Ended March 31,
    2011


F-37Unaudited Condensed Combined Statements of Cash
    Flows for the Three Months Ended March 31, 2010 and 2011


F-38Notes to the Unaudited Condensed Combined
    Financial Statements


F-39  F-1




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OILTANKING
    PARTNERS, L.P.
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    STATEMENTS INTRODUCTION      
    the contribution by OTA of its partnership interests in
    Oiltanking Houston, L.P. and Oiltanking Beaumont Partners, L.P.
    to us; 
  
    the issuance by us to OTA of 9,449,901 common units and
    19,449,901 subordinated units; 
  
    the issuance by us to our general partner of a 2.0% general
    partner interest in us and incentive distribution rights;
    the issuance by us to the public of 10,000,000 common units
    and the application of proceeds therefrom; 
  
    the change in sponsor of the postretirement benefit plan and a
    deferred compensation plan from Oiltanking Houston, L.P. to OTA; 
  
    the elimination of certain assets not contributed by us;
    the change in tax status of Oiltanking Houston, L.P. to a
    non-taxable entity; and
    the elimination of historical interest expense associated with
    the repayment of intercompany indebtedness to Oiltanking
    Finance B.V. in the amount of approximately
    $119.5 million from the net proceeds of the offering.         F-2




---



##### Table of Contents



OILTANKING
    PARTNERS, L.P.UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
    
    AS OF MARCH 31, 2011
  
 Pro FormaHistorical


Adjustments


Pro Forma(In thousands)ASSETSCurrent assetsCash and cash equivalents

$
6,883


$
183,000
B

$
26,650(33,000
)B(i)(119,458
)B(ii)(7,100
)B(iii)475
B(250
)E(3,900
)FReceivables:Trade


5,929



(3,900
)F


2,029Affiliates


5,934







5,934Other


89







89Note receivable, affiliate


12,903



(12,903
)F


Prepaid expenses and other


742







742Deferred tax assets


625



(625
)D


Total current assets


33,105



2,339



35,444Property, plant and equipment, less accumulated depreciation


265,950



(6,378
)F


259,572Other assets


5,915



250
E


871(3,968
)C(1,326
)BTotal Assets

$
304,970


$
(9,083
)

$
295,887LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable and accrued expenses

$
10,538


$
(851
)B

$
8,941(85
)C(661
)CCurrent maturities of long-term debt, affiliates


18,757



(16,257
)B(ii)


2,500Accounts payable, affiliates


830







830Federal income taxes due to parent


179







179Total current liabilities


30,304



(17,854
)


12,450Long-term debt, affiliates, less current maturities


125,001



(103,201
)B(ii)


21,800Deferred compensation


3,330



(3,330
)C


Accumulated postretirement benefit obligation


8,364



(8,364
)C


Deferred revenue


3,215







3,215Deferred income taxes


23,069



(23,069
)D


Total liabilities


193,283



(155,818
)


37,465Partners capitalPartners capital


111,687



(75,422
)A


(33,000
)B(i)(7,100
)B(iii)8,449
C22,444
D(6,378
)F(20,703
)F23
CHeld by public:Common units






183,000
B


183,000Held by general partner and affiliates:Common units






24,003
A


24,003Subordinated units






49,403
A


49,403General partner interest






2,016
A


2,016Total partners capital


111,687



146,735



258,422Total Liabilities and Partners Capital

$
304,970


$
(9,083
)

$
295,887  
   F-3




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##### Table of Contents



OILTANKING
    PARTNERS, L.P.UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
    
    FOR THE YEAR ENDED DECEMBER 31, 2010
  
 Pro FormaHistorical


Adjustments


Pro Forma(In thousands, except unit andper unit amounts)Revenues

$
116,450


$



$
116,450Operating costs and expenses:Operating


32,415







32,415Depreciation and amortization


15,579



(573
)G


15,006Selling, general and administrative


15,775



(1,265
)K


14,265(245
)KGain on disposal of fixed assets


(339
)






(339
)Gain on property casualty indemnification


(4,688
)






(4,688
)Loss on impairment of assets


46







46Total Operating Costs and Expenses


58,788



(2,083
)


56,705Operating Income


57,662



2,083



59,745Other income (expense):Interest expense


(9,538
)


7,678
H


(2,235
)(375
)IInterest income


74







74Other income


1,100



(163
)K


937Total Other Expense, Net


(8,364
)


7,140



(1,224
)Income Before Income Tax Expense


49,298



9,223



58,521Income Tax ExpenseCurrent


7,527



(7,336
)J


191Deferred


3,956



(3,956
)J


Total Income Tax Expense


11,483



(11,292
)


191Net Income

$
37,815


$
20,515


$
58,330General partner interest in net income









$
1,167Common unitholders interest in net income









$
27,610Subordinated unitholders interest in net income









$
29,553Net income per common unit (basic and diluted)









$
1.52Net income per subordinated unit (basic and diluted)









$
1.52Weighted-average number of limited partners units
    outstandingCommon units










18,171,212Subordinated units










19,449,901  
   F-4




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##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  UNAUDITED
    PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
 FOR THE
    THREE MONTHS ENDED MARCH 31, 2011
  
 Pro FormaHistorical


Adjustments


Pro Forma(In thousands, except unit andper unit amounts)Revenues

$
29,955


$



$
29,955Operating costs and expenses:Operating


8,424







8,424Depreciation and amortization


3,875



(131
)G


3,744Selling, general and administrative


4,792



(443
)K


4,217(132
)KLoss on disposal of fixed assets


544







544Gain on property casualty indemnification


(247
)






(247
)Total Operating Costs and Expenses


17,388



(706
)


16,682Operating Income


12,567



706



13,273Other income (expense):Interest expense


(2,279
)


1,803
H


(570
)(94
)IInterest income


15







15Other income


96



(13
)K


83Total Other Expense, Net


(2,168
)


1,696



(472
)Income Before Income Tax Expense


10,399



2,402



12,801Income tax expense (benefit)Current


3,214



(3,144
)J


70Deferred


(435
)


435
J


Total Income Tax Expense


2,779



(2,709
)


70Net Income

$
7,620


$
5,111


$
12,731General partner interest in net income









$
255Common unitholders interest in net income









$
6,026Subordinated unitholders interest in net income









$
6,450Net income per common unit (basic and diluted)









$
0.33Net income per subordinated unit (basic and diluted)









$
0.33Weighted-average number of limited partners units
    outstandingCommon units










18,171,212Subordinated units










19,449,901  
   F-5




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##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  NOTES TO
    THE UNAUDITED PRO FORMA CONDENSED COMBINED
 FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation       
   
  2.
    Pro Forma
    Balance Sheet Adjustments     
   
 
   
 
   
   F-6




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##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  NOTES TO
    THE UNAUDITED PRO FORMA CONDENSED COMBINED
 FINANCIAL
    STATEMENTS  (Continued)
   
   
   
   
 
   
 
   
        3.
    Pro Forma
    Statements of Income Adjustments       
   
   
   
 F-7




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##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  NOTES TO
    THE UNAUDITED PRO FORMA CONDENSED COMBINED
 FINANCIAL
    STATEMENTS  (Continued)
 
   
 
  4.
    Pro Forma
    Net Earnings per Unit 
 
   
   F-8




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           
    F-9




---



##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  BALANCE
    SHEET AS OF MARCH 14, 2011
  Assets

$
Total Assets

$
Partners EquityLimited Partners Equity

$
980General Partners Equity


20Receivables from Partners


(1,000
)Total Partners Equity

$
    F-10




---



##### Table of Contents



OILTANKING
    PARTNERS, L.P.
  NOTES TO
    THE BALANCE SHEET
  1.
    Nature of
    Operations      2.
    Subsequent
    Events   F-11




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           ,
  
    F-12




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)
  COMBINED
    BALANCE SHEETSAS OF DECEMBER 31, 2009 AND 2010
  2009


2010(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
5,856


$
8,746Receivables:Trade


5,195



7,573Affiliates (Note 3)


10,406



5,708Refundable federal income taxes due from parent (Note 3)


5,785



2,964Other


2,364



466Note receivable, affiliate (Note 3)






12,903Prepaid expenses and other


685



1,584Deferred tax assets (Notes 3 and 7)


339



349Total current assets


30,630



40,293Property, plant and equipment, less accumulated depreciation
    (Note 4)


268,057



265,616Other assets (Note 5)


4,813



4,560Total Assets

$
303,500


$
310,469LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable and accrued expenses (Notes 3 and 6)

$
14,027


$
16,940Current maturities of long-term debt, affiliates (Note 3)


22,057



18,757Accounts payable, affiliates (Note 3)


4,395



3,706Total current liabilities


40,479



39,403Long-term debt, affiliates, less current maturities (Note 3)


142,158



129,501Deferred compensation (Note 8)


3,103



3,033Accumulated postretirement benefit obligation (Note 10)


6,448



7,952Deferred revenue (Note 11)


1,886



3,314Deferred income taxes (Notes 3 and 7)


19,330



23,217Total liabilities


213,404



206,420Commitments and contingencies (Note 17)Partners capitalLimited partners interest


90,636



104,595General partners interest


915



1,056Accumulated other comprehensive loss


(1,455
)


(1,602
)Total partners capital


90,096



104,049Total Liabilities and Partners Capital

$
303,500


$
310,469    F-13




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)
  COMBINED
    STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
  2008


2009


2010(In thousands)Revenues (Note 3)

$
79,112


$
100,840


$
116,450Operating costs and expenses:Operating


29,437



29,158



32,415Depreciation and amortization


12,854



14,191



15,579Selling, general and administrative (Note 3)


9,709



13,830



15,775(Gain) loss on disposal of fixed assets


(4
)


96



(339
)Gain on property casualty indemnification










(4,688
)Loss on impairment of assets


213



155



46Total Operating Costs and Expenses


52,209



57,430



58,788Operating Income


26,903



43,410



57,662Other income (expense):Interest expense (Notes 3 and 12)


(7,356
)


(8,401
)


(9,538
)Interest income (Note 3)


116



98



74Other income (expense) (Note 13)


(912
)


491



1,100Total Other Expense, Net


(8,152
)


(7,812
)


(8,364
)Income Before Income Tax Expense


18,751



35,598



49,298Income tax expense (Notes 3 and 7):Current


3,202



5,579



7,527Deferred


2,964



4,903



3,956Total Income Tax Expense


6,166



10,482



11,483Net Income


12,585



25,116



37,815Postretirement benefit plan adjustment, net of $88, $59, and $79
    tax benefit, respectively


(164
)


(111
)


(147
)Total Comprehensive Income

$
12,421


$
25,005


$
37,668    F-14




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)
 COMBINED
    STATEMENTS OF PARTNERS CAPITALFOR THE YEARS ENDED DECEMBER 31, 2008, 2008
    AND 2010  AccumulatedLimited


General


OtherPartners


Partners


ComprehensiveInterest


Interest


Loss


Total(In thousands)Balance, December 31, 2007

$
57,435


$
580


$
(1,180
)

$
56,835Postretirement benefit plan adjustment, net of $88 tax benefit










(164
)


(164
)Distributions to partners


(262
)


(3
)






(265
)Net income


12,459



126







12,585Balance, December 31, 2008


69,632



703



(1,344
)


68,991Postretirement benefit plan adjustment, net of $59 tax benefit










(111
)


(111
)Distributions to partners


(21,780
)


(220
)






(22,000
)Partners cash contributions


17,919



181







18,100Net income


24,865



251







25,116Balance, December 31, 2009


90,636



915



(1,455
)


90,096Postretirement benefit plan adjustment, net of $79 tax benefit










(147
)


(147
)Distributions declared to partners, $23,737 distributed


(25,480
)


(257
)






(25,737
)Partners non-cash contribution  land


2,002



20







2,022Net income


37,437



378







37,815Balance, December 31, 2010

$
104,595


$
1,056


$
(1,602
)

$
104,049    F-15




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.) COMBINED
    STATEMENTS OF CASH FLOWS



FOR THE
    YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010  2008


2009


2010(In thousands)Cash Flows From Operating Activities:Net income

$
12,585


$
25,116


$
37,815Adjustments to reconcile net income to net cash provided by
    operations:Depreciation and amortization


12,854



14,191



15,579Deferred income taxes


2,964



4,903



3,956Postretirement net periodic benefit cost


1,104



1,219



1,265Impairment of assets


213



155



46Unrealized appreciation of investment in mutual funds










(124
)(Increase) decrease in cash surrender value of life insurance
    policies


1,092



(471
)


(39
)(Gain) loss on disposal of fixed assets


(4
)


96



(339
)Gain on property casualty indemnification










(4,688
)Changes in assets and liabilities:Trade and other receivables


(226
)


(990
)


(1,409
)Refundable income taxes


(4,272
)


(1,242
)


2,821Prepaid expenses and other assets


(115
)


1,129



(498
)Accounts receivable/payable, affiliates


1,366



(8,642
)


2,009Accounts payable and accrued expenses


949



(3,459
)


2,638Deferred compensation


(1,333
)


402



6Deferred revenue


(155
)


(154
)


1,640Net cash provided by operating activities


27,022



32,253



60,678Cash Flows From Investing Activities:Issuance of notes receivable










(51,500
)Collections of notes receivable










26,500Payments for purchase of property, plant and equipment


(64,468
)


(34,479
)


(11,167
)Proceeds from sale of property, plant and equipment


33



10



359Proceeds from property casualty indemnification










5,617Proceeds from surrender of life insurance policies










2,525Payments for purchase of mutual funds










(2,525
)Net cash used in investing activities


(64,435
)


(34,469
)


(30,191
)Cash Flows From Financing Activities:Borrowings under notes payable, affiliates


151,000



28,000



6,000Payments under notes payable, affiliates


(105,177
)


(20,857
)


(19,860
)Payments on long term debt


(6,000
)






Contributions from partners






18,100



Distributions to partners


(265
)


(22,000
)


(13,737
)Net cash provided by (used in) financing activities


39,558



3,243



(27,597
)Net increase in cash and cash equivalents


2,145



1,027



2,890Cash and cash equivalents at beginning of year


2,684



4,829



5,856Cash and cash equivalents at end of year

$
4,829


$
5,856


$
8,746    F-16




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
 NOTES TO
    THE COMBINED FINANCIAL STATEMENTS

(In thousands)  1.
    Business
    and Basis of Presentation      2009


2010OTB



OTH



OTB



OTHLimited partners interest

$
43,820


$
46,816


$
55,993


$
48,602General partners interest


443



472



566



490Accumulated other comprehensive loss






(1,455
)






(1,602
)$
44,263


$
45,833


$
56,559


$
47,490   2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Revenue
    Recognition
  month-to-month take-or-pay
    
    Persuasive Evidence of an Arrangement
    Exists.  The Partnerships customary
    practices are to enter into a written contract, executed by both
    the customer and the Partnerships. F-17




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
   
    Service is Provided.  The Partnerships
    consider services provided when the crude oil, refined petroleum
    products and liquefied petroleum gas are shipped through,
    delivered by or stored in their pipelines, terminals and storage
    facilities, as applicable.
    Fixed or Determinable Fee.  The
    Partnerships negotiate the fees for their services at the outset
    of their fee-based agreements. Under certain contracts, the fees
    generally are due in advance on the first of the month. For
    other agreements, the amount of revenue is determinable after
    services are provided and volumes handled can be measured.
    Collection is Deemed
    Probable.  Collectability is evaluated on a
    customer-by-customer
    basis. The Partnerships conduct a credit review for all
    customers at the inception of a new agreement to determine the
    creditworthiness of potential and existing customers. Collection
    is deemed probable if the Partnerships expect that the customer
    will be able to pay amounts under the agreement as payments
    become due. If the Partnerships determine that collection is not
    probable, revenues are deferred and recognized upon cash
    collection.    Trade
    Accounts Receivable and Allowance for Doubtful
    Accounts
  agreed-upon
  Other
    Receivables
    Property,
    Plant and Equipment
      Estimated Lifein YearsOffice Facilities

4 to 40Production Facilities

10 to 40Rights-of-way

10 to 15    F-18




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  Interest
    Capitalized
    Debt
    Issuance Costs
    Impairment
    Assessment of Long-Lived Assets
    Environmental
    Matters
    Contingencies
       F-19




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  Cash
    and Cash Equivalents
    Investments
    Fair
    Value Measurements
      Fair
    Values of Financial Instruments
    Cash and Cash Equivalents, Trade Receivables, Other
    Current Assets, Accounts Payable, Accrued Expenses, and Other
    Current Liabilities
  Long-Term Debt.
    Postretirement
    Benefit Plan Obligations
   F-20




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  Deferred
    Compensation
    Other
    Comprehensive Income (Loss)
    Income
    Taxes
        Asset
    Retirement Obligation
  ASC 410-20, ASC 410-20 ASC 410-20
  rights-of-way right-of-way right-of-way ASC 410-20
 F-21




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  Segment
    Reporting
    Concentrations
    of Credit Risk
      Subsequent
    Events
    3.
    Related
    Party Transactions    construction-in-progress.
   F-22




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
                  Year Ended December 31,2008


2009


2010Selling, general and administrative

$
3,069


$
3,464


$
3,526Interest income






11



73Interest expense (net of amounts capitalized)


6,895



8,361



9,508  F-23




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
    December 31,2009


20103.86% Note due 2010

$
4,000


$
5.93% Note due 2014


16,400



12,8006.81% Note due 2015


13,600



11,2005.96% Note due 2017


14,500



12,5006.63% Note due 2018


3,215



2,8586.63% Note due 2018


15,000



15,0006.88% Note due 2018


6,000



6,0004.90% Note due 2018


27,000



24,0004.90% Note due 2018


27,000



24,0007.59% Note due 2018


4,500



4,0006.78% Note due 2019


9,000



8,1006.35% Note due 2019


14,000



12,6007.45% Note due 2019


8,000



7,2007.02% Note due 2020


2,000



8,000Total debt


164,215



148,258Less current maturities


(22,057
)


(18,757
)$
142,158


$
129,501     2011

$
18,7572012


18,7572013


18,7572014


17,1572015


14,357Thereafter


60,473Total

$
148,258      F-24




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
      4.
    Property,
    Plant and Equipment    2009


2010Land

$
10,461


$
12,483Office facilities


31,083



32,321Production facilities


373,815



391,163Rights-of-way


30



30Construction-in-progress


12,850



5,048428,239



441,045Less: accumulated depreciation


(160,182
)


(175,429
)Net property, plant and equipment

$
268,057


$
265,616   construction-in-progress.
     F-25




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  5.
    Other
    Assets    December 31,2009


2010Cash surrender value of life insurance policies

$
3,709


$
1,224Investments in mutual funds






2,649Other


1,104



687Other assets

$
4,813


$
4,560   6.
    Accounts
    Payable and Accrued Expenses    December 31,2009


2010Accounts payable, trade

$
1,141


$
3,791Salaries and benefits


3,557



4,553Property taxes


5,114



5,289Related party interest and commitment fees


974



967Related party administrative fees


2,485



834Other


756



1,506Accounts Payable and Accrued Expenses

$
14,027


$
16,940   7.
    Income
    Taxes      Year Ended December 31,2008


2009


2010Income from operations before income tax expense

$
18,751


$
35,598


$
49,298U.S. Federal corporate statutory rate


35
%


35
%


35
%Expected income tax expense


6,563



12,459



17,254OTB income not subject to income tax


(561
)


(1,998
)


(5,920
)Texas margin tax, net of federal income tax benefit


164



21



149Total income tax expense

$
6,166


$
10,482


$
11,483    F-26




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
    2009


2010Current Deferred Tax Asset:Accrued liabilities

$
512


$
546Current Deferred Tax Liability:Prepaid assets


173



197Net current deferred tax asset

$
339


$
349Long-term Deferred Tax Asset:Deferred compensation


1,086



1,060Accumulated postretirement benefit obligation


2,290



2,812Deferred revenue






553Long-term deferred tax asset


3,376



4,425Long-term Deferred Tax Liability:Property and equipment


22,706



27,642Net long-term deferred tax liability

$
19,330


$
23,217       8.
    Employee
    Benefits  401(K)
    Retirement Plan
    Deferred
    Compensation Plan
   F-27




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
    9.
    Fair
    Value Measurements    Level 1
  Level 2
  Level 3
    December 31,

Fair Value Measurements2009

Level 1

Level 2

Level 3Cash surrender value of life insurance policies

$
3,709


$



$
3,709


$
December 31,

Fair Value Measurements2010

Level 1

Level 2

Level 3Cash surrender value of life insurance policies

$
1,224


$



$
1,224


$
Investments in mutual funds


2,649



2,649







   10.
    Medical
    Insurance and Postretirement Benefit Obligations     F-28




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
      2009


2010Change in Benefit Obligation:Benefit obligation  January 1,

$
5,154


$
6,543Service cost


777



840Interest cost


320



315Contributions by employer


8



13Contributions by plan participants


19



46Actuarial loss


292



336Benefits paid


(27
)


(59
)Benefit obligation  December 31,

$
6,543


$
8,034Change in Plan Assets:Fair value of plan assets  January 1,

$



$
Actual return on plan assets






Employer contributions


8



13Plan participants contributions


19



46Benefits paid


(27
)


(59
)Fair value of plan assets  December 31,

$



$
     2009


2010Funded Status:Benefit obligation

$
(6,543
)

$
(8,034
)Fair value of plan assets






Funded Status:

$
(6,543
)

$
(8,034
)     2009


2010Amounts included in the combined balance sheet:Current liabilities

$
95


$
82Noncurrent liabilities


6,448



7,952Net medical post-retirement obligation

$
6,543


$
8,034   F-29




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  2009


2010Amounts recognized in accumulated other comprehensive loss:Unrecognized prior service cost

$
1,230


$
1,120Unrecognized net actuarial loss


1,008



1,344$
2,238


$
2,464     2008


2009


2010Net Periodic Benefit Cost:Service cost

$
746


$
777


$
840Interest cost


248



320



315Expected return on plan assets










Amortization of unrecognized amounts:Prior service cost


110



109



110Net actuarial loss






13



Total Net Periodic Benefit Cost

$
1,104


$
1,219


$
1,265     2008


2009


2010Current Period net loss

$
(362
)

$
(292
)

$
(336
)Amortization of prior service cost


110



109



110Amortization of prior net actuarial loss






13



Total recognized in other comprehensive loss


(252
)


(170
)


(226
)Net periodic postretirement benefit cost


(1,104
)


(1,219
)


(1,265
)Total recognized in net periodic postretirement benefit cost and
    other comprehensive income:

$
(1,356
)

$
(1,389
)

$
(1,491
)     Amortization of prior service cost

$
110Amortization of unrecognized net loss


23Total

$
133     2008

2009

2010Discount rate at the beginning of year


6.50
%


6.25
%


6.00
%Initial health care cost trend rate


8.50
%(1)


8.00
%(2)


9.50
%(3)Ultimate health care cost trend rate


5.00
%


5.00
%


5.00
%Number of years to reach ultimate trend


10



8



10  F-30




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
    (1)
    
    Rate represents assumed trend rate for
    pre-age 65 employee costs.
    Post-age 65 employee costs have a trend rate of 8.0%
    and drug costs have a trend rate of 10.0%.(2)
    
    Rate represents assumed trend rate for
    pre-age 65 employee costs.
    Post-age 65 employee costs have a trend rate of 7.5%
    and drug costs have a trend rate of 9.0%(3)
    
    Rate represents assumed medical cost trend rate for all employee
    costs. Drug costs have a trend rate of 8.5%.    2009

2010Discount rate at the end of year


6.00
%


5.68
%Initial health care cost trend rate


8.00
%(1)


9.50
%(2)Ultimate health care cost trend rate


5.00
%


5.00
%Number of years to reach ultimate trend


7



9     (1)
    
    Rate represents assumed trend rate for
    pre-age 65 employee costs.
    Post-age 65 employee costs have a trend rate of 7.5%
    and drug costs have a trend rate of 9.0%.(2)
    
    Rate represents assumed medical cost trend rate for all employee
    costs. Drug costs have a trend rate of 8.5%.      1% Point

1% PointIncrease

DecreaseEffect on total service cost and interest cost components

$
453


$
334Effect of postretirement benefit obligation


2,286



1,740     2011

$
822012


962013


1042014


1072015


143Years
    2016-2020


1,747     11.
    Deferred
    Revenue     F-31




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
    12.
    Interest
    Expense    Year Ended December 31,2008


2009


2010Related party interest expense

$
(8,470
)

$
(9,651
)

$
(9,529
)Capitalized related party interest


1,575



1,290



21Other


(461
)


(40
)


(30
)Total

$
(7,356
)

$
(8,401
)

$
(9,538
)   13.
    Other
    Income (Expense)    Year Ended December 31,2008


2009


2010Unrealized gain (loss) on the cash surrender value of life
    insurance policies

$
(1,092
)

$
471


$
39Gain on sale of residual product










930Unrealized gain on the investments in mutual funds










124Other


180



20



7Total

$
(912
)

$
491


$
1,100   14.
    Major
    Customers    % of Revenues


% of ReceivablesYear Ended December 31,


December 31,2008


2009


2010


2009


2010BP p.l.c


6
%


11
%


14
%


1
%


1
%LyondellBasell Industries


21



18



12



8



13Enterprise Products Partners


8



12



12



28



22Exxon Mobil Corporation


17



13



12



3



1Royal Dutch Shell plc


14



12



11



19



36Total


66
%


66
%


61
%


59
%


73
%   15.
    Supplemental
    Cash Flow Information     F-32




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
      Year Ended December 31,Interest and Taxes Paid:

2008


2009


2010Cash interest paid (net of amounts capitalized)

$
4,659


$
9,764


$
9,996Cash taxes paid

$
3,989


$
1,394


$
2,130   16.
    Segment
    Reporting      Year Ended December 31,2008


2009


2010Storage services fees

$
56,736


$
74,865


$
87,172Throughput fees


16,329



20,270



23,150Ancillary services fees


6,047



5,705



6,128Total

$
79,112


$
100,840


$
116,450   17.
    Commitments
    and Contingencies  Commitments
    2011

$
6002012


6002013


6002014


6002015


600Years 2016 and thereafter


11,400Total minimum lease payments

$
14,400  F-33




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
  NOTES TO
    THE COMBINED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands)
  Contingencies
  Litigation.
  Environmental Liabilities.
  Other.
   F-34




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)UNAUDITED CONDENSED COMBINED BALANCE SHEETS
    AS OF DECEMBER 31, 2010 AND MARCH 31, 2011
  December 31,


March 31,2010


2011(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
8,746


$
6,883Receivables:Trade


7,573



5,929Affiliates (Note 2)


5,708



5,934Refundable federal income taxes due from parent


2,964



Other


466



89Note receivable, affiliate


12,903



12,903Prepaid expenses and other


1,584



742Deferred tax assets


349



625Total current assets


40,293



33,105Property, plant and equipment, less accumulated depreciation
    (Note 3)


265,616



265,950Other assets (Note 4)


4,560



5,915Total Assets

$
310,469


$
304,970LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable and accrued expenses (Note 5)

$
16,940


$
10,538Current maturities of long-term debt, affiliates (Note 2)


18,757



18,757Accounts payable, affiliates


3,706



830Federal income taxes due to parent






179Total current liabilities


39,403



30,304Long-term debt, affiliates, less current maturities (Note 2)


129,501



125,001Deferred compensation (Note 7)


3,033



3,330Accumulated postretirement benefit obligation (Note 9)


7,952



8,364Deferred revenue (Note 10)


3,314



3,215Deferred income taxes


23,217



23,069Total liabilities


206,420



193,283Commitments and contingencies (Note 13)Partners capitalLimited partners interest


104,595



112,138General partners interest


1,056



1,133Accumulated other comprehensive loss


(1,602
)


(1,584
)Total partners capital


104,049



111,687Total Liabilities and Partners Capital

$
310,469


$
304,970    F-35




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##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)UNAUDITED CONDENSED COMBINED STATEMENTS OF INCOME
    AND COMPREHENSIVE
    INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND
    2011
  Three Months EndedMarch 31,2010


2011(In thousands)Revenues (Note 2)

$
27,742


$
29,955Operating costs and expenses:Operating


7,951



8,424Depreciation and amortization


3,804



3,875Selling, general and administrative


4,096



4,792(Gain) loss on disposal of fixed assets


(13
)


544Gain on property casualty indemnification


(3,701
)


(247
)Total Operating Costs and Expenses


12,137



17,388Operating Income


15,605



12,567Other income (expense):Interest expense


(2,479
)


(2,279
)Interest income


3



15Other income


152



96Total Other Expense, Net


(2,324
)


(2,168
)Income Before Income Tax Expense


13,281



10,399Income tax expense (benefit) (Note 6):Current


2,903



3,214Deferred


(461
)


(435
)Total Income Tax Expense


2,442



2,779Net Income


10,839



7,620Postretirement benefit plan adjustment, net of $20 and $(10) tax
    benefit (expense), respectively


(37
)


18Total Comprehensive Income

$
10,802


$
7,638    F-36




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)UNAUDITED CONDENSED COMBINED STATEMENT OF
    PARTNERS CAPITAL
    FOR THE THREE MONTHS ENDED MARCH 31, 2011
  AccumulatedLimited


General


OtherPartners


Partners


ComprehensiveInterest


Interest


Loss


Total(In thousands)Balance, December 31, 2010

$
104,595


$
1,056


$
(1,602
)

$
104,049Postretirement benefit plan adjustment, net of $10 tax expense










18



18Net income


7,543



77







7,620Balance, March 31, 2011

$
112,138


$
1,133


$
(1,584
)

$
111,687    F-37




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (WHOLLY OWNED SUBSIDIARIES OF OILTANKING HOLDING AMERICAS,
    INC.)UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH
    FLOWS
    FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2011
  Three Months EndedMarch 31,2010


2011(In thousands)Cash Flows From Operating Activities:Net income

$
10,839


$
7,620Adjustments to reconcile net income to net cash provided by
    operations:Depreciation and amortization


3,804



3,875Deferred income taxes


(461
)


(435
)Postretirement net periodic benefit cost


335



443Unrealized loss on investment in mutual funds






5Increase in cash surrender value of life insurance policies


(68
)


(18
)(Gain) loss on disposal of fixed assets


(13
)


544Gain on property casualty indemnification


(3,701
)


(247
)Changes in assets and liabilities:Trade and other receivables


804



2,021Refundable income taxes


2,778



3,143Prepaid expenses and other assets


415



822Accounts receivable/payable, affiliates


5,588



(3,102
)Accounts payable and accrued expenses


(6,319
)


(7,137
)Deferred compensation


135



320Deferred revenue


1,785



(240
)Net cash provided by operating activities


15,921



7,614Cash Flows From Investing Activities:Issuance of note receivable


(16,000
)


Payments for disposal of assets






(544
)Payments for purchase of property, plant and equipment


(2,659
)


(4,205
)Proceeds from sale of property, plant and equipment


35



Proceeds from property casualty indemnification


5,000



247Investment in life insurance policies






(1,328
)Proceeds from surrender of life insurance policies


2,525



Payments for purchase of mutual funds


(2,525
)


(488
)Proceeds from sale of mutual funds






1,816Net cash used in investing activities


(13,624
)


(4,502
)Cash Flows From Financing Activities:Borrowings under notes payable, affiliates


4,000



Payments under notes payable, affiliates


(8,100
)


(4,500
)Payment of offering costs






(475
)Net cash used in financing activities


(4,100
)


(4,975
)Net decrease in cash and cash equivalents


(1,803
)


(1,863
)Cash and cash equivalents at beginning of period


5,856



8,746Cash and cash equivalents at end of period

$
4,053


$
6,883    F-38




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)NOTES TO THE UNAUDITED CONDENSED COMBINED
    FINANCIAL STATEMENTS
    (In thousands)
  1.
    Business
    and Basis of Presentation      December 31, 2010


March 31, 2011OTB


OTH


OTB


OTHLimited partners interest

$
55,993


$
48,602


$
58,458


$
53,680General partners interest


566



490



590



543Accumulated other comprehensive loss






(1,602
)






(1,584
)$
56,559


$
47,490


$
59,048


$
52,639       Subsequent
    Events
    2.
    Related
    Party Transactions   F-39




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
        Three Months Ended March 31,2010


2011Selling, general and administrative

$
1,078


$
1,082Interest income


3



15Interest expense (net of amounts capitalized)


2,471



2,273       3.
    Property,
    Plant and Equipment    December 31,


March 31,2010


2011Land

$
12,483


$
12,483Office facilities


32,321



32,631Production facilities


391,163



391,394Rights-of-way


30



30Construction-in-progress


5,048



6,920441,045



443,458Less: accumulated depreciation


(175,429
)


(177,508
)Net property, plant and equipment

$
265,616


$
265,950   construction-in-progress.
 F-40




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
        4.
    Other
    Assets    December 31,


March 31,2010


2011Cash surrender value of life insurance policies

$
1,224


$
2,569Investments in mutual funds


2,649



1,399Capitalized offering costs






1,326Other


687



621Other assets

$
4,560


$
5,915  F-41




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
  5.
    Accounts
    Payable and Accrued Expenses    December 31,


March 31,2010


2011Accounts payable, trade

$
3,791


$
2,936Salaries and benefits


4,553



1,427Property taxes


5,289



1,312Related party interest and commitment fees


967



1,422Related party administrative fees


834



287Accrued offering costs






851Deferred compensation


637



661Other


869



1,642Accounts Payable and Accrued Expenses

$
16,940


$
10,538   6.
    Income
    Taxes      Three Months EndedMarch 31,2010


2011Income from operations before income tax expense

$
13,281


$
10,399U.S. Federal corporate statutory rate


35
%


35
%Expected income tax expense


4,648



3,640OTB income not subject to income tax


(2,255
)


(907
)Texas margin tax, net of federal income tax benefit


49



46Total income tax expense

$
2,442


$
2,779   7.
    Employee
    Benefits 401(K) Retirement Plan  401(K)
    Retirement Plan
   F-42




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
  Deferred
    Compensation Plan
      8.
    Fair
    Value Measurements    Level 1
  Level 2
  Level 3
    December 31,


Fair Value Measurements2010


Level 1


Level 2


Level 3Cash surrender value of life insurance policies

$
1,224


$



$
1,224


$
Investments in mutual funds


2,649



2,649







   March 31,


Fair Value Measurements2011


Level 1


Level 2


Level 3Cash surrender value of life insurance policies

$
2,569


$



$
2,569


$
Investments in mutual funds


1,399



1,399







   9.
    Medical
    Insurance and Postretirement Benefit Obligations   F-43




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
        Three MonthsEnded March 31,2010


2011Net Periodic Benefit Cost:Service cost

$
229


$
300Interest cost


79



114Expected return on plan assets






Amortization of unrecognized amounts:Prior service cost


27



29Net actuarial loss






Total Net Periodic Benefit Cost

$
335


$
443   10.
    Deferred
    Revenue      11.
    Supplemental
    Cash Flow Information  Three MonthsEnded March 31,Interest and Taxes Paid:

2010


2011Cash interest paid (net of amounts capitalized)

$
1,774


$
1,781Cash taxes paid

$



$
  F-44




---



##### Table of Contents



OILTANKING
    HOUSTON, L.P. AND OILTANKING BEAUMONT PARTNERS, L.P.
    (Wholly Owned Subsidiaries of Oiltanking Holding Americas,
    Inc.)
    NOTES TO THE UNAUDITED CONDENSED COMBINED FINANCIAL
    STATEMENTS
    (In thousands)  (Continued)
  12.
    Segment
    Reporting      Three MonthsEnded March 31,2010


2011Storage services fees

$
21,356


$
21,883Throughput fees


5,158



6,593Ancillary services fees


1,228



1,479Total

$
27,742


$
29,955   13.
    Contingencies  Contingencies
  Litigation.
  Environmental Liabilities.
  Other.
   F-45




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##### Table of Contents



APPENDIX A
  FORM OF
  FIRST
    AMENDED AND RESTATED
  AGREEMENT
    OF LIMITED PARTNERSHIP
  OF
  OILTANKING
    PARTNERS, L.P.
 A-1




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##### Table of Contents





TABLE OF
    CONTENTS
  
 ARTICLE I
    DEFINITIONSSection 1.1

Definitions


A-6Section 1.2

Construction


A-22ARTICLE II
    ORGANIZATIONSection 2.1

Formation


A-23Section 2.2

Name


A-23Section 2.3

Registered Office; Registered Agent; Principal Office; Other
    Offices


A-23Section 2.4

Purpose and Business


A-23Section 2.5

Powers


A-23Section 2.6

Term


A-23Section 2.7

Title to Partnership Assets


A-24ARTICLE III
    RIGHTS OF LIMITED PARTNERSSection 3.1

Limitation of Liability


A-24Section 3.2

Management of Business


A-24Section 3.3

Outside Activities of the Limited Partners


A-24Section 3.4

Rights of Limited Partners.


A-23ARTICLE IV
    CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
    REDEMPTION OF PARTNERSHIP INTERESTSSection 4.1

Certificates


A-25Section 4.2

Mutilated, Destroyed, Lost or Stolen Certificates


A-25Section 4.3

Record Holders


A-26Section 4.4

Transfer Generally


A-26Section 4.5

Registration and Transfer of Limited Partner Interests


A-26Section 4.6

Transfer of the General Partners General Partner Interest


A-27Section 4.7

Restrictions on Transfers


A-28Section 4.8

Eligibility Certificates; Ineligible Holders


A-28Section 4.9

Redemption of Partnership Interests of Ineligible Holders


A-29ARTICLE V
    CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTSSection 5.1

Organizational Contributions


A-30Section 5.2

Contributions by the General Partner and its Affiliates


A-30Section 5.3

Contributions by Initial Limited Partners


A-31Section 5.4

Interest and Withdrawal


A-31Section 5.5

Capital Accounts


A-31Section 5.6

Issuances of Additional Partnership Interests


A-33Section 5.7

Conversion of Subordinated Units


A-34Section 5.8

Limited Preemptive Right


A-34Section 5.9

Splits and Combinations


A-34Section 5.10

Fully Paid and Non-Assessable Nature of Limited Partner Interests


A-35 
 A-2




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##### Table of Contents



Section 5.11

Issuance of Common Units in Connection with Reset of Incentive
    Distribution Rights


A-35ARTICLE VI
    ALLOCATIONS AND DISTRIBUTIONSSection 6.1

Allocations for Capital Account Purposes


A-36Section 6.2

Allocations for Tax Purposes


A-43Section 6.3

Requirement and Characterization of Distributions; Distributions
    to Record Holders


A-44Section 6.4

Distributions of Available Cash from Operating Surplus


A-44Section 6.5

Distributions of Available Cash from Capital Surplus


A-46Section 6.6

Adjustment of Minimum Quarterly Distribution and Target
    Distribution Levels


A-46Section 6.7

Special Provisions Relating to the Holders of Subordinated Units


A-46Section 6.8

Entity-Level Taxation


A-47ARTICLE VII
    MANAGEMENT AND OPERATION OF BUSINESSSection 7.1

Management


A-47Section 7.2

Certificate of Limited Partnership


A-49Section 7.3

Restrictions on the General Partners Authority


A-49Section 7.4

Reimbursement of the General Partner


A-49Section 7.5

Outside Activities


A-50Section 7.6

Loans from the General Partner; Loans or Contributions from the
    Partnership or Group Members


A-51Section 7.7

Indemnification


A-52Section 7.8

Liability of Indemnitees


A-53Section 7.9

Resolution of Conflicts of Interest; Standards of Conduct and
    Modification of Duties


A-53Section 7.10

Other Matters Concerning the General Partner


A-55Section 7.11

Purchase or Sale of Partnership Interests


A-55Section 7.12

Registration Rights of the General Partner and its Affiliates.


A-55Section 7.13

Reliance by Third Parties


A-57ARTICLE VIII
    BOOKS, RECORDS, ACCOUNTING AND REPORTSSection 8.1

Records and Accounting


A-57Section 8.2

Fiscal Year


A-58Section 8.3

Reports


A-58ARTICLE IX
    TAX MATTERSSection 9.1

Tax Returns and Information


A-58Section 9.2

Tax Elections


A-58Section 9.3

Tax Controversies


A-59Section 9.4

Withholding; Tax Payments


A-59ARTICLE X
    ADMISSION OF PARTNERSSection 10.1

Admission of Limited Partners


A-59Section 10.2

Admission of Successor General Partner


A-59 
 A-3




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##### Table of Contents



Section 10.3

Amendment of Agreement and Certificate of Limited Partnership


A-60ARTICLE XI
    WITHDRAWAL OR REMOVAL OF PARTNERSSection 11.1

Withdrawal of the General Partner


A-60Section 11.2

Removal of the General Partner


A-61Section 11.3

Interest of Departing General Partner and Successor General
    Partner


A-62Section 11.4

Termination of Subordination Period, Conversion of Subordinated
    Units and Extinguishment of Cumulative Common Unit Arrearages


A-63Section 11.5

Withdrawal of Limited Partners


A-63ARTICLE XII
    DISSOLUTION AND LIQUIDATIONSection 12.1

Dissolution


A-63Section 12.2

Continuation of the Business of the Partnership After Dissolution


A-63Section 12.3

Liquidator


A-64Section 12.4

Liquidation


A-64Section 12.5

Cancellation of Certificate of Limited Partnership


A-65Section 12.6

Return of Contributions


A-65Section 12.7

Waiver of Partition


A-65Section 12.8

Capital Account Restoration


A-65ARTICLE XIII
    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATESection 13.1

Amendments to be Adopted Solely by the General Partner


A-65Section 13.2

Amendment Procedures


A-66Section 13.3

Amendment Requirements


A-67Section 13.4

Special Meetings


A-67Section 13.5

Notice of a Meeting


A-68Section 13.6

Record Date


A-68Section 13.7

Adjournment


A-68Section 13.8

Waiver of Notice; Approval of Meeting; Approval of Minutes


A-68Section 13.9

Quorum and Voting


A-68Section 13.10

Conduct of a Meeting


A-69Section 13.11

Action Without a Meeting


A-69Section 13.12

Right to Vote and Related Matters.


A-69Section 13.13

Voting of Incentive Distribution Rights.


A-70ARTICLE XIV
    MERGER OR CONSOLIDATIONSection 14.1

Authority


A-70Section 14.2

Procedure for Merger or Consolidation.


A-70Section 14.3

Approval by Limited Partners


A-71Section 14.4

Amendment of Partnership Agreement


A-72Section 14.5

Certificate of Merger


A-72Section 14.6

Effect of Merge or Consolidation


A-72 
 A-4




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##### Table of Contents



ARTICLE XV
    RIGHT TO ACQUIRE LIMITED PARTNER INTERESTSSection 15.1

Right to Acquire Limited Partner Interests


A-73ARTICLE XVI
    GENERAL PROVISIONSSection 16.1

Addresses and Notices; Written Communications


A-74Section 16.2

Further Action


A-74Section 16.3

Binding Effect


A-74Section 16.4

Integration


A-74Section 16.5

Creditors


A-74Section 16.6

Waiver


A-74Section 16.7

Third-Party Beneficiaries


A-75Section 16.8

Counterparts


A-75Section 16.9

Applicable Law; Forum, Venue and Jurisdiction


A-75Section 16.10

Invalidity of Provisions


A-75Section 16.11

Consent of Partners


A-76Section 16.12

Facsimile Signatures


A-76  A-5




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##### Table of Contents



FIRST
    AMENDED AND RESTATED AGREEMENT
    OF LIMITED PARTNERSHIP OF OILTANKING PARTNERS, L.P.
    ARTICLE I
  DEFINITIONS
  Definitions
  Additional Book Basis Book-Up
  Book-Up Book-Up
    Additional Book Basis Derivative Items Excess Additional Book
    Basis
  Adjusted Capital Account Regulation Section 1.704-1(b)(2)(ii)(c) Regulation Sections 1.704-2(g) Regulation Section 1.751-1(b)(2)(ii),
 A-6




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##### Table of Contents



Regulation Section 1.704-1(b)(2)(ii)(d)
  Adjusted Operating Surplus
  Adjusted Property
  Affiliate
  Aggregate Quantity of IDR Reset Common Units
  Aggregate Remaining Net Positive Adjustments
  Agreed Allocation
  Agreed Value
  Agreement
  Associate
 A-7




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##### Table of Contents



Available Cash
      provided however
    Board of Directors
  Book Basis Derivative Items
  Book-Down Event
  Book-Tax Disparity
  Book-Up
    Event
  Business Day
  Capital Account
  Capital Contribution
 A-8




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##### Table of Contents



Capital Improvement
  Capital Surplus
  Carrying Value
  Cause
  Certificate
  Certificate of Limited Partnership
  Citizenship Eligibility Trigger
  claim
  Closing Date
  Closing Price over-the-counter
 A-9




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##### Table of Contents



Code
  Combined Interest
  Commences Commercial Service
  Commission
  Common Unit
  Common Unit Arrearage
  Conflicts Committee
  Contributed Property
  Contribution Agreement
  Cumulative Common Unit Arrearage
  Curative Allocation
  Current Market Price
 A-10




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##### Table of Contents



Deferred Issuance and Distribution
  Delaware Act Section 17-101,
  Departing General Partner
  Disposed of Adjusted Property
  Economic Risk of Loss Regulation Section 1.752-2(a).
  Eligibility Certificate
  Eligible Holder
  Estimated Incremental Quarterly Tax Amount
  Estimated Maintenance Capital Expenditures
  Event of Withdrawal
  Excess Additional Book Basis
  Excess Distribution
  Excess Distribution Unit
  Expansion Capital Expenditures
 A-11




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##### Table of Contents



Final Subordinated Units
  First Liquidation Target Amount
  First Target Distribution
  Fully Diluted Weighted Average Basis provided however provided further
  General Partner
  General Partner Interest
  Gross Liability Value Regulation Section 1.752-7(b)(3)(i),
  Group
  Group Member
  Group Member Agreement
 A-12




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##### Table of Contents



Hedge Contract
  Holder
  IDR Reset Common Unit
  IDR Reset Election
  Incentive Distribution Right
  Incentive Distributions
  Incremental Income Taxes
  Indemnified Persons
  Indemnitee fee-for-services
  Ineligible Holder
  Initial Common Units
  Initial Limited Partners
  Initial Offering
  Initial Unit Price
  Interim Capital Transactions
 A-13




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##### Table of Contents



Investment Capital Expenditures
  Liability
  Limited Partner
  Limited Partner Interest
  Liquidation Date
  Liquidator
  LTIP
  Maintenance Capital Expenditures
  Merger Agreement
  Minimum Quarterly Distribution
 A-14




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##### Table of Contents



National Securities Exchange
  Net Agreed Value
  Net Income provided
  Net Loss provided
  Net Positive Adjustments Book-Up
  Net Termination Gain
  Net Termination Loss provided
  Nonrecourse Built-in Gain
 A-15




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##### Table of Contents



Nonrecourse Deductions Regulation Section 1.704-2(b),
  Nonrecourse Liability Regulation Section 1.752-1(a)(2).
  Notice of Election to Purchase
  Notional General Partner Units
  Operating Expenditures
          Operating Surplus
   A-16




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##### Table of Contents



provided however
  Operating
    Surplus
  Opinion of Counsel
  Option Closing Date
  Organizational Limited Partner
  OTA
  OTB Holdco
  Outstanding provided however provided further
 A-17




---



##### Table of Contents



provided
  Over-Allotment Option
  Partner Nonrecourse Debt Regulation Section 1.704-2(b)(4).
  Partner Nonrecourse Debt Minimum Gain Regulation Section 1.704-2(i)(2).
  Partner Nonrecourse Deductions Regulation Section 1.704-2(i),
  Partners
  Partnership
  Partnership Group
  Partnership Interest
  Partnership Minimum Gain Regulation Sections 1.704-2(b)(2)
  Percentage Interest
  Person
  Per Unit Capital Amount
  Potential OTA Financial Support
     A-18




---



##### Table of Contents



provided, that
  Pro Rata
  Purchase Date
  Quarter
  Rate Eligibility Trigger
  Recapture Income
  Record Date
  Record Holder
  Redeemable Interests
  Registration Statement Form S-1 No. 333-173199)
  Remaining Net Positive Adjustments
 A-19




---



##### Table of Contents



Required Allocations
  Reset MQD
  Reset Notice
  Second Liquidation Target Amount
  Second Target Distribution
  Securities Act
  Securities Exchange Act
  Share of Additional Book Basis Derivative
    Items
  Special Approval
  Subordinated Unit
  Subordination Period
 
   
 A-20




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##### Table of Contents



Subsidiary
  Surviving Business Entity
  Target Distribution
  Third Target Distribution
  Trading Day
  transfer
  Transfer Agent provided
 A-21




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##### Table of Contents



Underwriter
  Underwriting Agreement
  Unit
  Unitholders
  Unit Majority
  Unpaid MQD
  Unrealized Gain
  Unrealized Loss
  Unrecovered Initial Unit Price
  Unrestricted Person
  U.S. GAAP
  Withdrawal Opinion of Counsel
  Working Capital Borrowings provided
  Construction
 A-22




---



##### Table of Contents



ARTICLE II
  ORGANIZATION
  Formation
  Name
  Registered Office; Registered
    Agent; Principal Office; Other Offices
  Purpose and
    Business provided however
  Powers
  Term
  Title to Partnership
    Assets
 A-23




---



##### Table of Contents



provided however provided, further
  ARTICLE III
  RIGHTS OF
    LIMITED PARTNERS
  Limitation of
    Liability
  Management of
    Business Section 17-303(a)
  Outside Activities of the Limited
    Partners
  Rights of Limited Partners.
  Section 17-305(a)
     A-24




---



##### Table of Contents



ARTICLE IV
  CERTIFICATES;
    RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
 REDEMPTION OF
    PARTNERSHIP INTERESTS
  Certificates provided, however
  Mutilated, Destroyed, Lost or
    Stolen Certificates
           A-25




---



##### Table of Contents



Record
    Holders and/or
  Transfer Generally
        Registration and Transfer of
    Limited Partner Interests
     A-26




---



##### Table of Contents



Transfer of the General
    Partners General Partner Interest
 
   
 
   
   A-27




---



##### Table of Contents



Restrictions on Transfers
    provided however
      Eligibility Certificates;
    Ineligible Holders
    Rate Eligibility
    Trigger
  Citizenship
    Eligibility Trigger
     A-28




---



##### Table of Contents



Redemption of Partnership
    Interests of Ineligible Holders.
       A-29




---



##### Table of Contents



ARTICLE V
  CAPITAL
    CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
  Organizational
    Contributions
  Contributions by the General
    Partner and its Affiliates.
     A-30




---



##### Table of Contents



Contributions by Initial Limited
    Partners
      Interest and
    Withdrawal Section 17-502(b)
  Capital Accounts
  Regulation Section 1.704-1(b)(2)(iv).
    provided
     A-31




---



##### Table of Contents



Regulation Section 1.704-1(b)(2)(iv)(m),
    Regulation Section 1.704-3(d)(2)
  Regulation Section 1.752-7(b)(3)(i)
      Regulation Section 1.704-1(b)(2)(iv)(f), provided, however
 A-32




---



##### Table of Contents



Regulation Section 1.704-1(b)(2)(iv)(f),
  Issuances of Additional
    Partnership Interests.
       A-33




---



##### Table of Contents



Conversion of Subordinated
    Units.
  one-for-one
      Limited Preemptive
    Right
  Splits and Combinations
         A-34




---



##### Table of Contents



Fully Paid and Non-Assessable
    Nature of Limited Partner Interests Section 17-607 17-804
  Issuance of Common Units in
    Connection with Reset of Incentive Distribution Rights
  IDR Reset
    Election IDR Reset Common Units Reset MQD Aggregate Quantity of IDR Reset Common
    Units
  Reset Notice
  provided, however,
   A-35




---



##### Table of Contents



ARTICLE VI
  ALLOCATIONS
    AND DISTRIBUTIONS
  Allocations for Capital Account
    Purposes
  Net Income.
      Net Loss.
   A-36




---



##### Table of Contents



Net Termination Gains and Losses.
      Unpaid
    MQD
       A-37




---



##### Table of Contents



Second Liquidation
    Target Amount
                           A-38




---



##### Table of Contents



Special Allocations.
  Regulation Sections 1.704-2(f)(6),
  Regulation Section 1.704-2(i)(4), Regulation Sections 1.704-2(i)(4) Regulation Section 1.704-2(i)(4)
  Priority Allocations
  Excess Distribution Excess Distribution Unit
   A-39




---



##### Table of Contents



Regulation Section 1.704-2(i).
    Regulation Section 1.704-1(b)(2)(iv)(m), Section 5.5
     A-40




---



##### Table of Contents



Final
    Subordinated Units
           A-41




---



##### Table of Contents



Disposed of Adjusted
    Property
  Book-Up
   A-42




---



##### Table of Contents



Allocations for Tax Purposes.
    Regulation Section 1.704-3(d)
  Regulation Section 1.167(c)-l(a)(6)
  Regulation Sections 1.1245-1(e)
  provided, however,
 A-43




---



##### Table of Contents



provided, however
    Requirement and Characterization
    of Distributions; Distributions to Record Holders
 
  Capital Surplus Sections 17-607 17-804
 
      Distributions of Available Cash
    from Operating Surplus
  During Subordination
    Period.
   A-44




---



##### Table of Contents



provided however
  After Subordination Period.
       A-45




---



##### Table of Contents



provided however
  Distributions of Available Cash
    from Capital Surplus
  Adjustment of Minimum Quarterly
    Distribution and Target Distribution Levels.
      Special Provisions Relating to
    the Holders of Subordinated Units
  provided,
    however
   A-46




---



##### Table of Contents



provided,
    however,
  Entity-Level Taxation non-U.S. income Incremental Income
    Taxes Estimated Incremental
    Quarterly Tax Amount
  ARTICLE VII
  MANAGEMENT
    AND OPERATION OF BUSINESS
  Management.
   A-47




---



##### Table of Contents



A-48




---



##### Table of Contents



Certificate of Limited
    Partnership
  Restrictions on the General
    Partners Authority provided, however,
  Reimbursement of the General
    Partner
     A-49




---



##### Table of Contents



Outside Activities.
     A-50




---



##### Table of Contents



and/or
  Loans from the General Partner;
    Loans or Contributions from the Partnership or Group Members
  provided, however
     A-51




---



##### Table of Contents



Indemnification
  provided,
           A-52




---



##### Table of Contents



Liability of Indemnitees
          Resolution of Conflicts of
    Interest; Standards of Conduct and Modification of Duties
   A-53




---



##### Table of Contents



A-54




---



##### Table of Contents



Other Matters Concerning the
    General Partner
        Purchase or Sale of Partnership
    Interests
  Registration Rights of the
    General Partner and its Affiliates.
  Holder
 A-55




---



##### Table of Contents



Indemnified Persons provided, however,
   A-56




---



##### Table of Contents



provided, however,
      Reliance by Third
    Parties
  ARTICLE VIII
  BOOKS,
    RECORDS, ACCOUNTING AND REPORTS
  Records and
    Accounting
 A-57




---



##### Table of Contents



Fiscal Year
  Reports
        ARTICLE IX
  TAX
    MATTERS
  Tax Returns and
    Information
  Tax Elections
   A-58




---



##### Table of Contents



Tax
    Controversies
  Withholding; Tax Payments.
      ARTICLE X
  ADMISSION
    OF PARTNERS
  Admission of Limited
    Partners.
        Admission of Successor General
    Partner
 A-59




---



##### Table of Contents



provided however
  Amendment of Agreement and
    Certificate of Limited Partnership
  ARTICLE XI
  WITHDRAWAL
    OR REMOVAL OF PARTNERS
  Withdrawal of the General
    Partner.
  Event of Withdrawal
        debtor-in-possession),
       A-60




---



##### Table of Contents



(Withdrawal Opinion of
    Counsel)
 
  Removal of the General
    Partner 2 3
 A-61




---



##### Table of Contents



Interest of Departing General
    Partner and Successor General Partner
  Combined Interest
       A-62




---



##### Table of Contents



Termination of Subordination
    Period, Conversion of Subordinated Units and Extinguishment of
    Cumulative Common Unit
    Arrearages
  one-for-one
    provided however
  Withdrawal of Limited
    Partners provided however
  ARTICLE XII
  DISSOLUTION
    AND LIQUIDATION
  Dissolution
          Continuation of the Business of
    the Partnership After Dissolution
 A-63




---



##### Table of Contents



provided
  Liquidator
  Liquidation Section 17-804
   A-64




---



##### Table of Contents



Regulation Section 1.704-1(b)(2)(ii)(g)),
  Cancellation of Certificate of
    Limited Partnership
  Return of
    Contributions
  Waiver of
    Partition
  Capital Account
    Restoration
  ARTICLE XIII
  AMENDMENT
    OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
  Amendments to be Adopted Solely
    by the General Partner
       A-65




---



##### Table of Contents



Amendment
    Procedures
 A-66




---



##### Table of Contents



Amendment Requirements
            Special
    Meetings
 A-67




---



##### Table of Contents



Notice of a
    Meeting
  Record Date
  Adjournment
  Waiver of Notice; Approval of
    Meeting; Approval of Minutes
  Quorum and
    Voting
 A-68




---



##### Table of Contents



Conduct of a
    Meeting
  Action Without a
    Meeting
  Right to Vote and Related
    Matters.
   A-69




---



##### Table of Contents



Voting of Incentive
    Distribution Rights.
        ARTICLE XIV
  MERGER OR
    CONSOLIDATION
  Authority (Merger
    Agreement)
  Procedure for Merger or
    Consolidation
  provided, however
 A-70




---



##### Table of Contents



Surviving Business
    Entity
            Approval by Limited Partners
     A-71




---



##### Table of Contents



Amendment of Partnership
    Agreement Section 17-211(g)
  Certificate of
    Merger
  Effect of Merge or
    Consolidation
       A-72




---



##### Table of Contents



ARTICLE XV
  RIGHT TO
    ACQUIRE LIMITED PARTNER INTERESTS
  Right to Acquire Limited Partner
    Interests
  90-day
  Notice of Election to Purchase
   A-73




---



##### Table of Contents



ARTICLE XVI
  GENERAL
    PROVISIONS
  Addresses and Notices; Written
    Communications
    e-mail
  Further
    Action
  Binding
    Effect
  Integration
  Creditors
  Waiver
 A-74




---



##### Table of Contents



Third-Party
    Beneficiaries
  Counterparts
  Applicable Law; Forum, Venue and
    Jurisdiction
                Invalidity of
    Provisions
 A-75




---



##### Table of Contents



Consent of
    Partners
  Facsimile
    Signatures
  [REMAINDER
    OF THIS PAGE INTENTIONALLY LEFT BLANK.]
 A-76




---



##### Table of Contents



IN WITNESS WHEREOF
  GENERAL PARTNER:
  OTLP GP, LLC
  ­
    ­
    ORGANIZATIONAL LIMITED PARTNER:
  OILTANKING HOLDING AMERICAS, INC.
  ­
    ­
   A-77




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##### Table of Contents



EXHIBIT A
    to the First Amended and Restated
    Agreement of Limited Partnership of
    Oiltanking Partners, L.P.
  Certificate
    Evidencing Common Units
    Representing Limited Partner Interests in
    Oiltanking Partners, L.P.
  No.
    Common Units  Partnership Agreement Partnership Holder Common Units
        A-78




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##### Table of Contents



Dated: ­
    ­

Oiltanking Partners, L.P.Countersigned and Registered by:

By: OTLP GP, LLCAmerican Stock Transfer & Trust Company, N.A., As
    Transfer Agent and Registrar

By: ­
    ­Name: ­
    ­Title: ­
    ­By: ­
    ­Name: ­
    ­Title: ­
    ­  A-79




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[Reverse
    of Certificate]
    ABBREVIATIONS
    TEN COM  as tenants in common

UNIF GIFT/TRANSFERS MIN ACTTEN ENT  as tenants by the entireties

CustodianJT TEN  as joint tenants with right of survivorship
    and not as tenants in common

(Cust)               (Minor)
    
    Under Uniform Gifts/Transfers to CD Minors Act (State)     ASSIGNMENT
    OF COMMON UNITS OF
    OILTANKING PARTNERS, L.P.
  
  (Please print or typewrite name and address of assignee)

(Please insert Social Security or other identifying number of
    assignee)   
  Date: ­
    ­

NOTE: The signature to any endorsement hereon must correspond
    with the name as written upon the face of this Certificate in
    every particular. without alteration, enlargement or changeTHE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
    GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
    ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
    SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
    RULE 17Ad-15

(Signature)
    (Signature)  A-80




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Appendix B
  GLOSSARY
    OF TERMS
  adjusted operating surplus
  (a)
    decrease operating surplus by:  (1)
    any net increase in working capital borrowings with respect to
    that period; and(2)
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; and  (b)
    increase operating surplus by:    (2)
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium; and(3)
    any net decrease made in subsequent periods in cash reserves for
    operating expenditures initially established with respect to
    such period to the extent such decrease results in a reduction
    of adjusted operating surplus in subsequent periods pursuant to
    (a)(2) above.  Adjusted EBITDA
  ancillary services fees
  available cash
  (a)
    the sum of:  (1)
    all of our cash and cash equivalents on hand at the end of that
    quarter; and(2)
    if our general partner so determines, all or a portion of cash
    on hand on the date of determination of available cash for the
    quarter resulting from working capital borrowings made after the
    end of the quarter; less  (b)
    the amount of cash reserves established by our general partner
    to:  (1)
    provide for the proper conduct of our business (including cash
    reserves for future capital expenditures and for future credit
    needs);(2)
    comply with applicable law or any debt instrument or other
    agreement or obligation to which we are a party or our assets
    are subject; and(3)
    provide funds for minimum quarterly distributions and cumulative
    common unit arrearages for any one or more of the next four
    quarters.  barrel bbl
  capital account
 B-1




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capital surplus
  chemical feedstocks
  closing price over-the-counter
  cumulative common unit arrearage
  deadweight tons dwt
  demurrage
  draft
  incentive distributions
  feedstock
  marine vapor recovery
  maintenance capital expenditures and/or
  mbpd
 B-2




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mmbbls
  operating expenditures provided that provided that
  (a)
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the penultimate bullet point of the
    definition of operating surplus above when such repayment
    actually occurs;  (b)
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;  (c)
    expansion capital expenditures;  (d)
    actual maintenance capital expenditure;  (e)
    investment capital expenditures;  (f)
    payment of transaction expenses relating to interim capital
    transactions;  (g)
    distributions to our partners (including distributions in
    respect of our incentive distribution rights); or(h)
    repurchases of equity interests except to fund obligations under
    employee benefit plans.  operating surplus
  (a)
    the sum of:  (1)
    $30 million;(2)
    all cash receipts of the partnership and its subsidiaries on
    hand after the closing of the initial public offering, excluding
    cash from interim capital transactions, which include the
    following:      (iii)
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other assets sold in the
    ordinary course of business or as part of normal retirement or
    replacement of assets; and(iv)
    the termination of interest rate swap agreements or commodity
    hedges prior to the termination date specified therein;  (3)
    working capital borrowings made after the end of a period but on
    or before the date of determination of operating surplus for the
    period;(4)
    cash distributions paid in respect of equity issued (including
    incremental distributions on incentive distribution rights),
    other than equity issued in the initial public offering, to
    finance all or a portion of expansion capital expenditures in
    respect of the period from such financing until the earlier to
    occur of the date the capital asset commences commercial service
    and the date that it is abandoned or disposed of; and(5)
    cash distributions paid on equity issued by us (including
    incremental distributions on incentive distribution rights) to
    pay the construction period interest on debt incurred, or to pay B-3




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construction period distributions on equity issued, to finance
    the expansion capital expenditures referred to above, in each
    case, in respect of the period from such financing until the
    earlier to occur of the date the capital asset is placed in
    service and the date that it is abandoned or disposed of;
    less  (b)
    the sum of:  (1)
    all of our operating expenditures after the closing of the
    initial public offering;(2)
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures;(3)
    all working capital borrowings not repaid within twelve months
    after having been incurred or repaid within such twelve-month
    period with the proceeds of additional working capital
    borrowings; and(4)
    any loss realized on disposition of an investment capital
    expenditure.  shell capacity
  storage services fees
  subordination period
  (a)
    distributions of available cash from operating surplus on each
    of the outstanding common and subordinated units and the general
    partner interest equaled or exceeded the minimum quarterly
    distribution for each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date;  (b)
    the adjusted operating surplus (as defined above) generated
    during each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date equaled or
    exceeded the sum of the minimum quarterly distribution on all of
    the outstanding common and subordinated units and the general
    partner interest during those periods on a fully diluted
    weighted average basis; and  (c)
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.    throughput fees
  vacuum gas oil
  working capital borrowings
 B-4




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10,000,000 Common
    Units
  Representing Limited Partner
    Interests
  Oiltanking Partners,
    L.P.
   
     PRELIMINARY PROSPECTUS
  ,
    2011
    Citi
  Barclays Capital
    J.P. Morgan
    Morgan Stanley
    Raymond James
    Deutsche Bank Securities
    Stifel Nicolaus Weisel




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##### Table of Contents



Part II
  Information
    required in the registration statement
  ITEM 13.
    OTHER
    EXPENSES OF ISSUANCE AND DISTRIBUTION.    
 SEC registration fee

$
28,038FINRA filing fee


24,650Printing and engraving expenses


*Fees and expenses of legal counsel


*Accounting fees and expenses


*Transfer agent and registrar fees


20,000New York Stock Exchange listing fee


200,000Miscellaneous


*Total

$
*  
    *
    
    To be filed by amendment.  ITEM 14.
    INDEMNIFICATION
    OF OFFICERS AND MEMBERS OF OUR BOARD OF DIRECTORS.  Section 17-108
    ITEM 15.
    RECENT
    SALES OF UNREGISTERED SECURITIES.    ITEM 16.
    EXHIBITS.    ExhibitNumber



Description1
.1*



Form of Underwriting Agreement3
.1**



Certificate of Limited Partnership of Oiltanking Partners, L.P.3
.2**



Agreement of Limited Partnership of Oiltanking Partners, L.P.3
.3



Form of Amended and Restated Limited Partnership Agreement of
    Oiltanking Partners, L.P. (included as Appendix A in the
    prospectus included in this Registration Statement) II-1




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ExhibitNumber



Description3
.4**



Certificate of Formation of OTLP GP, LLC3
.5**



Limited Liability Company Agreement of OTLP GP, LLC3
.6**



Form of Amended and Restated Limited Liability Company Agreement
    of OTLP GP, LLC5
.1*



Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered8
.1*



Opinion of Vinson & Elkins L.L.P. relating to tax
    matters10
.1*



Form of Contribution Agreement10
.2**



Form of Omnibus Agreement10
.3**



Form of Oiltanking Partners, L.P. Long-Term Incentive Plan10
.4**



Form of Services Agreement10
.5*



Form of Phantom Unit Agreement10
.6



Form of Revolving Line of Credit Letter Agreement10
.7**



Form of Tax Sharing Agreement10
.8**



Directors Compensation Summary10
.9*



Form of
    Long-Term
    Performance Cash Award Agreement23
.1



Consent of BDO USA, LLP23
.2**



Consent of Director Nominee23
.3*



Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 5.1)23
.4*



Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 8.1)24
.1**



Powers of Attorney (contained on
    page II-4
    of the initial
    S-1
    Registration Statement filed on March 31, 2011)  
    *
    
    To be filed by amendment.**
    
    Previously filed.  ITEM 17.
    UNDERTAKINGS.         II-2




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Form 10-K
 II-3




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SIGNATURES
 
   
      By:
    /s/  CARLIN
    G. CONNER     Its:
    Chief
    Executive Officer     
 Signature

Title

Date/s/  CARLIN
    G. CONNERCarlin
    G. Conner

President, Chief Executive Officer and Director
    (Principal Executive Officer)

June 22, 2011*Kenneth
    F. Owen

Chief Financial Officer
    (Principal Financial Officer)

June 22, 2011*Donna
    Hymel

Controller
    (Principal Accounting Officer)

June 22, 2011*David L.
    Griffis

Director

June 22, 2011*Kapil
    Jain

Director

June 22, 2011*Rutger
    Van Thiel

Director

June 22, 2011  
  *By:
    /s/  CARLIN
    G. CONNER  
 II-4




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##### Table of Contents



Index to
    Exhibits
  
 ExhibitNumber



Description1
.1*



Form of Underwriting Agreement3
.1**



Certificate of Limited Partnership of Oiltanking Partners, L.P.3
.2**



Agreement of Limited Partnership of Oiltanking Partners, L.P.3
.3



Form of Amended and Restated Limited Partnership Agreement of
    Oiltanking Partners, L.P. (included as Appendix A in the
    prospectus included in this Registration Statement)3
.4**



Certificate of Formation of OTLP GP, LLC3
.5**



Limited Liability Company Agreement of OTLP GP, LLC3
.6**



Form of Amended and Restated Limited Liability Company Agreement
    of OTLP GP, LLC5
.1*



Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered8
.1*



Opinion of Vinson & Elkins L.L.P. relating to tax
    matters10
.1*



Form of Contribution Agreement10
.2**



Form of Omnibus Agreement10
.3**



Form of Oiltanking Partners, L.P. Long-Term Incentive Plan10
.4**



Form of Services Agreement10
.5*



Form of Phantom Unit Agreement10
.6



Form of Revolving Line of Credit Letter Agreement10
.7**



Form of Tax Sharing Agreement10
.8**



Directors Compensation Summary10
.9*



Form of
    Long-Term
    Performance Cash Award Agreement23
.1



Consent of BDO USA, LLP23
.2**



Consent of Director Nominee23
.3*



Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 5.1)23
.4*



Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 8.1)24
.1**



Powers of Attorney (contained on
    page II-4
    of the initial
    S-1
    Registration Statement filed on March 31, 2011)  
    *
    
    To be filed by amendment.**
    
    Previously filed.