EX-4.31



 Exhibit 4.31 

EXECUTION VERSION 

Between 
 VTTI MLP B.V.
 
 as the Company 
 and 

THE COMPANIES LISTED IN SCHEDULE 1  

as the Guarantors 
 and 

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. 

TRADING AS RABOBANK INTERNATIONAL  

as the Agent 
  

 
 GUARANTEE
CONFIRMATION DEED 
 (ACCORDION INCREASE TO EUR 500,000,000 

REVOLVING FACILITY AGREEMENT) 
  

 







 THIS DEED is dated 18 March 2015 and made between: 

 

	(1)	VTTI MLP B.V., a private company with limited liability with corporate seat in Rotterdam, having its address at K.P. van der Mandelelaan 130, 3062 MB Rotterdam, The Netherlands (the “Company”);


  

	(2)	THE COMPANIES LISTED IN SCHEDULE 1 as the guarantors (the “Guarantors”); and 

  

	(3)	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS RABOBANK INTERNATIONAL as agent of the Finance Parties under the Facility Agreement defined below (the “Agent”).


 BACKGROUND: 
  

	(A)	By clause 19 (Guarantee and Indemnity) of the Facility Agreement (as defined below), the Company and the Guarantors guaranteed to each Finance Party (subject to the limitations set out therein) the punctual
performance by each other Obligor of each Obligor’s obligations under the Finance Documents and undertook to indemnify the Finance Parties (the “Guarantee and Indemnity Obligations”). 


 

	(B)	The Company has requested certain Accordion Commitments to be made available under the Facility Agreement in the amount of EUR 80,000,000, to be documented by the Accordion Commitment Notice in accordance with
clause 2.5 (Accordion Facility) of the Facility Agreement. 

  

	(C)	The Company and each of the Guarantors are entering into this Deed to provide confirmation to the Agent and the other Finance Parties that: (i) their respective obligations under the Finance Documents shall remain
in full force and effect, and (ii) the Guarantee and Indemnity Obligations provided by them under the Facility Agreement shall continue in full force and effect, and extend to the Accordion Facility Amount. 


IT IS AGREED as follows: 
  

	1.	DEFINITIONS 

 Capitalised terms defined in the Facility Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed. 
 “Accordion Commitment Notice” means the accordion commitment notice
dated on or about the date of this Deed between the Company, the Agent and the Accordion Lenders. 







 “Accordion Effective Date” means the date specified in paragraph 7 of the
Accordion Commitment Notice. 
 “Accordion Facility Amount” means the total amount specified in paragraph 3 of the Accordion
Commitment Notice. 
 “Facility Agreement” means the EUR 500,000,000 revolving facility agreement dated 26 June 2014
and made between, amongst others, the Company, the Guarantors, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Labuan Branch, BNP Paribas, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, The Hongkong and Shanghai
Banking Corporation Limited, ING Bank N.V., Oversea-Chinese Banking Corporation Limited, London Branch, Société Générale and Sumitomo Mitsui Banking Corporation, Singapore Branch as Arrangers, the Agent and the Lenders as
defined therein (as may be supplemented, amended, novated and restated from time to time). 
  

	2.	GUARANTEE CONFIRMATION 

 With effect on and from the Accordion Effective Date, the
Company and the Guarantors each confirm for the benefit of the Finance Parties that: 
  

	 	(a)	all of the Guarantee and Indemnity Obligations shall (i) continue in full force and effect notwithstanding the designation of any new document as a Finance Document (or any additions, amendments, novation,
substitution or supplements of, or to, the Finance Documents) and/or the imposition of any amended, new or more onerous obligations under the Finance Documents in relation to any Obligor (including but not limited to the Accordion Facility Amount
being made available pursuant to the terms of the Facility Agreement and the Accordion Commitment Notice) and (ii) extend to all new obligations assumed by an Obligor under any new Finance Document (including but not limited to the Accordion
Facility Amount being made available pursuant to the terms of the Facility Agreement and the Accordion Commitment Notice); and 

  

	 	(b)	all other terms of, and its obligations under, the Finance Documents to which it is a party continue in full force and effect on the terms of the relevant Finance Document. 


 

	3.	MISCELLANEOUS 

  

	 	(a)	This Deed may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument. 


 

	 	(b)	For the purposes of the Facility Agreement, the Company and the Agent hereby designate this Deed as a Finance Document. 

  

	 	(c)	If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions
nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 









	 	(d)	The Company and each Guarantor shall, at the request of the Agent (acting reasonably), do all such acts and things necessary to give effect to the obligations effected, or to be effected, pursuant to this Deed.


  

	 	(e)	The provisions of clause 1.2 (Construction), clause 1.3 (Currency Symbols and Definitions), clause 1.4 (Third Party Rights), clause 33 (Notices), clause 35 (Partial
Invalidity) and clause 42 (Enforcement) of the Facility Agreement apply to this Deed as though they were set out in full in this Deed except that (i) references to the Facility Agreement are to be construed as references to this Deed
and (ii) save for the Finance Parties that are not party to this Deed, a person that is not party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.


  

	 	(f)	This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law. 


THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed. 







 SCHEDULE 1 

THE GUARANTORS 
  

					
	 Guarantor
	  	 Registration number
	  	 Jurisdiction of
Incorporation

			
	 Eurotank Amsterdam B.V. 
 A private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its seat (statutaire zetel) in Rotterdam, The Netherlands, having its office address at Van
Riebeeckhavenweg 9, 1041 AD Amsterdam, The Netherlands
	  	34105972	  	The Netherlands
			
	 Euro Tank Terminal B.V. 
 A private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its seat (statutaire zetel) in Amsterdam, The Netherlands, having its office address at K.P.
van der Mandelelaan 130, 3062 MB Rotterdam, The Netherlands
	  	24363713	  	The Netherlands
			
	 VTTI Fujairah Terminals Ltd (VTTI FTL) FZC 

A free zone company with limited liability, incorporated in the Fujairah Free Zone and formed pursuant to Free Zone Law No. 1 of 2004
	  	License No 2885	  	Fujairah, United Arab Emirates
			
	Antwerp Terminal & Processing Company – Terminal NV (previously known as Antwerp Terminal & Processing Company NV)	  	0428.806.613	  	Belgium
			
	Seaport Canaveral Corp.	  	File No. 4287174	  	Delaware, USA
			
	ATT Tanjung Bin Sdn. Bhd.	  	755986-P	  	Malaysia








 SIGNATURES 

THE COMPANY 
  

			
	VTTI MLP B.V.
	
	/s/ Rubel Yilmaz
		
	By:		Rubel Yilmaz


			
		
	Address:		K.P. van der Mandelelaan 130
			3062 MB Rotterdam
			The Netherlands
		
	Fax:		+31 10 4531663

 THE GUARANTORS 
  

			
	EUROTANK AMSTERDAM B.V.
	
	/s/ Rubel Yilmaz
		
	By:		Rubel Yilmaz


			
		
	Address:		Eurotank Amsterdam B.V.
			Van Riebeeckhavenweg 9
			Amsterdam
			The Netherlands
			1041 AD
		
	Fax:		+31(0) 20 4523 417









			
	EURO TANK TERMINAL B.V.
	
	/s/ J.J.L.M. de Moel
		
	By:		J.J.L.M. de Moel

  

			
	Address:		Euro Tank Terminal B.V.
			K.P. van der Mandelelaan 130
			 3062 MB Rotterdam
 The Netherlands

		
	Fax:		+31(0) 181 240041

  

			
	VTTI FUJAIRAH TERMINALS LTD (VTTI FTL) FZC


			
	
	/s/ Robert Nijst
		
	By:		Robert Nijst

  

			
	Address:		P.O. Box 1592
			Fujairah
			United Arab Emirates
			1592
		
	Fax:		+971 9 2228344/8693

  

			
	ANTWERP TERMINAL & PROCESSING COMPANY – TERMINAL NV


			
	
	/s/ Robert Nijst
		
	By:		Robert Nijst


			
		
	Title:		Director

  

			
	Address:		Beliweg 20, Port number 279
			Antwerp
			Belgium
			B-2030
		
	Fax:		+32 (0)3 303 1663









			
	SEAPORT CANAVERAL CORP.
	
	/s/ Rubel Yilmaz
		
	By:		Rubel Yilmaz

  

			
	Address:		555 Hwy 401
			Cape Canaveral
			Florida, USA
			32920
		
	Fax:		+1-321-783-4892

  

			
	ATT TANJUNG BIN SDN. BHD.
	
	/s/ Rubel Yilmaz
		
	By:		Rubel Yilmaz

  

			
	Address:		Lot 8095-1, Wisma ATB
			Pusat Petroleum Tanjung Bin
			82030 Serkat, Pontian
			Johor Darul Takzim
		
	Fax:		+607-6962051








 THE AGENT 
  

			
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
	TRADING AS RABOBANK INTERNATIONAL		

  

							
	/s/ M.J. van Dort				/s/ S. Jurjens-Schoonhoven		
		
	By:  M.J. van Dort and S. Jurjens-Schoonhoven		

  

			
	Address:		Rabobank International
			Corporate Banking Services
			Location code UCZ-0010,
			P.O. Box 17100, 3500 HG
			Utrecht, the Netherlands
			Fax: +31 30 291 87 79