exv10w6






Exhibit 10.6



REVOLVING LINE OF
CREDIT AGREEMENT





Oiltanking Partners, L.P.

Attn. Ken Owen

Jacintoport Boulevard 15602

77015 Houston, TX

UNITED STATES




Amsterdam,
15 June 2011




Credit Limit Agreement (Code: IBOTLPRE)



Dear Ken,



Regarding to our conversation we confirm that we will grant to Oiltanking Partners, L.P. (the
Borrower) a revolving credit line with a Revolving Credit Committed Amount of up to




USD 50,000,000


This credit limit expires on 30.06.2013.



The Revolving Credit Committed Amounts can be increased from time to time as follows:



At the Borrower’s written request and in the sole discretion of Oiltanking Finance BV, the
Revolving Credit Committed Amount can be increased from time to time in increments of USD
5,000,000, up to an additional USD 75,000,000 in the aggregate, for a maximum amount of USD
125,000,000; provided, however, that no such increase shall be effective unless no Default or Event
of Default shall have occurred and be continuing at the time any such request is made by the
Borrower or at the time such increase would otherwise become effective.



The notice of any drawing under this agreement shall be passed on two bank working days before the
transfer shall take place.



The interest is calculated for each interest period on basis of the LIBOR as per the Reuters site
LIBOR01 plus a margin of 2.00% p.a.







 









 










An interest period is defined as the length of term indicated by the Borrower at the time of
borrowing that funds will be needed. Interest periods can be extended at the option of the
Borrower.



A prepayment — partly or in total — during an interest period is not allowed. If the Borrower
desires to pay back drawings under the facility before the end of an interest period the Borrower
will incur break funding costs. A repayment at the end of an interest period is always possible
without any additional cost. Amounts repaid may be re-borrowed.



A commitment fee of 0.50% p.a. will be calculated on the undrawn amount of the Revolving Credit
Committed Amount and is to be paid at the end of each month. We agreed on an arrangement fee of
0.50% (i.e. USD 250,000) flat upfront based on the Revolving Credit Committed Amount.



On the basis of its audited annual financial statements (local GAAP), the Borrower is obliged to
meet the following Financial Parameters:



a. Stockholders Equity: the Borrower will not, at any time, permit the ratio of (i) Stockholders
Equity to (ii) non-current assets to be less than 30%.



b. Debt Service Coverage Ratio: the Borrower will not, at any time, permit the ratio of (i) EBITDA
for the period of 12 consecutive months to (ii) Total Debt Service to be less than 1.2.

c. Leverage Ratio: the Borrower will not, at any time, permit the ratio of (i) Net Financial
Indebtedness to EBITDA to be more than 3.75.



The following definitions shall apply for the Financial Parameters:



EBITDA means the sum of the net income for such period, plus, to the extend such amount was
deducted in the computation of the net income, the aggregate amount of Net Interest Expense, income
tax, depreciation, and amortization for such period.



Net Financial Indebtedness means



(a) the sum of (i) all liabilities for borrowed money, (ii) liabilities from derivative financial
instruments, (iii) liabilities for capital lease minus








 









 









(b) the sum of (i) subordinated loans, (ii) cash and cash equivalents held by the Borrower at such
time.



Stockholders Equity means the amount shown as stockholders equity on the balance sheet of the
Borrower.



Total Debt Service means the sum of all interest and all capital repayments in respect of the
Borrowers liabilities for borrowed money and for capital lease obligations for such period.



The Borrower shall supply to the Lender as soon as available, but in any event not later than the
31st of March of each calendar year during the lifetime of the loan, a compliance certificate
setting out the computations as to compliance with the Financial Parameters.



Any borrowing must be repaid at the expiry date of this agreement. Place of jurisdiction is
Amsterdam. The law of The Netherlands governs this agreement.



Please confirm your consent with this letter by signing and returning the attached copy.



Yours faithfully,



Oiltanking
Finance B.V.


/s/ Nino Schoehemann

/s/ Elisabeth van Hulst





Agreed to
and accepted this 15th day of 2011.






OILTANKING PARTNERS, L.P.




	 	 	 	 	 

	By:

	 	OTLP GP, LLC,	 	 
	 

	 	its general partner	 	 
	 
	 	 	 	 
	 
	 	/s/ Kenneth F. Owen 	 	 
	 

	 	 

Kenneth F. Owen
	 	 
	 

	 	Chief Financial Officer	 	 








 












 





Addendum No. 1

to the




Credit Limit Agreement



dated June 15, 2011



between



Oiltanking Partners L.P.




as Borrower



and




Oiltanking Finance B.V.




as Lender



USD 50,000,000.-




Reference IBOTLPRE




 









 





This Addendum is made between



Oiltanking Finance B.V., Busitel 1, Orlyplein 85, 1043 DS Amsterdam, The Netherlands
(hereinafter referred to as the “Lender”)



and



Oiltanking Partners L.P., Jacintoport Boulevard 15602, 77015 Houston, TX, USA (hereinafter referred
to as the “Borrower”),




THE BORROWER AND THE LENDER AGREE AS FOLLOWS:



The Credit Limit Agreement is amended as follows:



Default or Event of Default means if: (a) the Borrower does not pay on the
due date any amount payable by it under this agreement in the manner required, unless the
non-payment is caused by technical or administrative error and is remediated within 3 business days
of the due date; (b) the Borrower does not fulfill one of the Financial Parameters set out in this
agreement; (c) any representation, warranty, covenant, undertaking or statement made by the
Borrower in this agreement or any certificate, statement or opinion delivered or made hereunder or
in connection herewith, is incorrect or inaccurate in any material respect when made; (d) the
Borrower fails duly to perform or observe any provision of this agreement and such failure, if
capable of remedy shall continue for 30 days after the Lender has given Borrower notice of such
failure; (e) any financial indebtedness for or in respect of moneys borrowed in excess of USD
500,000 in the aggregate or the equivalent thereof in any other currency is not paid when due after
expiry of any applicable grace period or the Borrower declares a general moratorium on the payment
of indebtedness; (f) the Borrower suspends its operations in view of an impending insolvency or
similar situation or ceases to act substantially in its current capacity in view of an impending
insolvency or takes any corporate action or other steps, or commences legal proceedings for its
winding-up, dissolution, administration or re-organization (being a re-organization in the context
of a bankruptcy, insolvency or similar situation) or for the appointment of a receiver, trustee or
similar officer of it or all of its revenues or assets; (g) the Borrower announces its inability to
meet its financial obligations or bankruptcy or other insolvency proceedings are instigated against
the Borrower and have not been discharged or stayed within 60 days of the date of their instigation
or the Borrower applies for or institutes such proceedings or offers to make an arrangement for the
benefit of its creditors generally; (h) any governmental or other consent, license or authority
required to make this agreement legal, valid, binding, enforceable and admissible in evidence or
required to enable the Borrower to perform its obligations hereunder is withdrawn or ceases to be
in full force and effect; (i) it is or becomes unlawful for the Borrower to perform any of its
obligations under this agreement; (j) the general partner of the Borrower ceases to be, directly or
indirectly, owned or controlled by Oiltanking GmbH; or (k) the occurrence of an extraordinary and a
material adverse change in the assets or financial condition of the Borrower, which means, in the
reasonable opinion of the Lender, that the Borrower will be unable to perform its obligations under
this agreement as and when they fall due.




 









 




This Addendum No. 1 will be effective from the 22nd of June, 2011.



All other terms, conditions and definitions shall remain unchanged.




	 	 	 	 	 	 	 

	The Borrower:
	Oiltanking Partners L.P.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 /s/ Kenneth F. Owen	 	By:	 	 /s/ Donna Hymel
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 Kenneth F. Owen	 	Name:	 	 Donna Hymel
	 
	 	 	 	 	 	 
	Title:

	 	 Chief Financial Officer	 	Title:	 	 Controller
	 
	 	 	 	 	 	 
	place and date:
Houston, June 22, 2011
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Lender:
	Oiltanking Finance B.V.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Nino Schoenemann	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Nino Schoenemann	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	MD	 	 	 	 
	 
	 	 	 	 	 	 
	place and date: Amsterdam, 22.6.2011