exv10w1






Exhibit 10.1




FORM OF

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT




By and Among



OILTANKING PARTNERS, L.P.



OTLP GP, LLC



OILTANKING HOLDING AMERICAS, INC.



OTB HOLDCO, LLC



OILTANKING BEAUMONT GP, L.L.C.



OILTANKING BEAUMONT PARTNERS, L.P.




OTB GP, LLC



OILTANKING HOUSTON, L.P.




and



OTH GP, LLC



Dated as of July ____, 2011










 









 








CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT




     This Contribution, Conveyance and Assumption Agreement, dated as of July __, 2011 (this
“Agreement”), is by and among Oiltanking Partners, L.P., a Delaware limited partnership (the
“Partnership”), OTLP GP, LLC, a Delaware limited liability company (the “General Partner”),
Oiltanking Holding Americas, Inc., a Delaware corporation (“OTA”), Oiltanking Beaumont Partners,
L.P., a Delaware limited partnership (“OTB”), OTB Holdco, LLC, a Delaware limited liability company
(“OTB Holdco”), OTB GP, LLC, a Delaware limited liability company (“OTB GP”), Oiltanking Beaumont
GP, L.L.C., a Delaware limited liability company (“OTB LLC”), Oiltanking Houston, L.P., a Texas
limited partnership (“OTH”) and OTH GP, LLC, a Texas limited liability company (“OTH GP”). The
above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively
as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in
Article I.



RECITALS




     WHEREAS, the General Partner and OTA have formed the Partnership, pursuant to the Delaware
Revised Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any
business activity that is approved by the General Partner and that lawfully may be conducted by a
limited partnership organized pursuant to the Delaware LP Act.



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, each of
the following actions has been taken prior to the date hereof:




	 	1.	 	OTA formed the General Partner under the terms of the Delaware Limited
Liability Company Act (the “Delaware LLC Act”) and contributed $1,000 in exchange for
all of the member interests in the General Partner.
	 
	 	2.	 	The General Partner and OTA formed the Partnership under the terms of the
Delaware LP Act and contributed $20 and $980, respectively, in exchange for a 2%
general partner interest and a 98% limited partner interest, respectively, in the
Partnership.
	 
	 	3.	 	OTB LLC formed OTB GP under the terms of the Delaware LLC Act and contributed
$[•] in exchange for all of the membership interests in OTB GP.
	 
	 	4.	 	OTA formed OTB Holdco under the terms of the Delaware LLC Act and contributed
$[•] in exchange for all of the membership interests in OTB Holdco.





     WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of
the following transactions shall occur in the following order:




	 	1.	 	OTH will make a check-the-box election to be disregarded as an entity separate
from OTA.
	 
	 	2.	 	OTB LLC will contribute its 1% general partner interests in OTB to OTB GP.




 









 












	 	3.	 	OTA will contribute its 99% limited partner interest in OTB to OTB Holdco.
	 
	 	4.	 	OTB LLC will contribute 100% of the member interests in OTB GP to OTB Holdco in
exchange for a 1% member interest in OTB Holdco.
	 
	 	5.	 	OTH will distribute all of its cash and accounts receivable as of the Effective
Time to OTA and OTH GP, and OTH GP will in turn distribute those accounts receivable to
OTA.
	 
	 	6.	 	OTB will distribute its $15,900,000 cash deposit (the “Finance Deposit”) with
Oiltanking Finance B.V., a Dutch Besloten Vennootschap (“Finance”) to OTB Holdco, and
OTB GP will in turn distribute those accounts receivable to OTB Holdco.
	 
	 	7.	 	OTB Holdco will guarantee certain debts of OTH and OTB to Finance (the
“Continuing Loans”).
	 
	 	8.	 	OTA will assign and contribute (on behalf of the General Partner) a portion of
its limited partner interest in OTH with a value equal to 2% of the equity value of the
Partnership immediately after the Effective Time (the “GP 2% Contribution Interests”)
to the Partnership, in exchange for (i) the issuance of 793,874 notional general
partner units in the Partnership to the General Partner, representing a continuation of
its 2% general partner interest in the Partnership and (ii) the issuance of the
Incentive Distribution Rights to the General Partner.
	 
	 	9.	 	OTA will assign and contribute its remaining limited partner interest in OTH
(which excludes the interest contributed as the GP 2% Contribution Interests) and its
100% member interest in OTH GP (collectively, the “OTA Contribution Interests”) to the
Partnership in exchange for (i) 3,581,032 Common Units representing a 9.0217% limited
partner interest in the Partnership (based upon the number of Common Units expected to
be outstanding following the expiration of the Over-Allotment Option period), (ii)
10,457,842 Subordinated Units representing a 26.3464% limited partner interest in the
Partnership (based upon the number of Common Units expected to be outstanding following
the expiration of the Over-Allotment Option period), (iii) a right to receive a $[•]
distribution from the Partnership reimbursing OTA for pre-formation capital
expenditures with respect to the OTH Assets, and (iv) the right to receive, upon the
earlier to occur of the expiration of the Over-Allotment Option period or the exercise
in full of the Over-Allotment Option, (A) a number of additional Common Units that is
equal to the excess, if any, of (x) 1,500,000 over (y) the aggregate number of Common
Units, if any, actually purchased by and issued to the Underwriters pursuant to the
exercise of the Over-Allotment Option on the Option Closing Date(s), and (B) a
reimbursement of pre-formation capital expenditures in an amount equal to the aggregate
amount of cash, if any, contributed by the Underwriters to the Partnership on the
Option Closing Date(s) with respect to Common Units purchased by and issued to the
Underwriters pursuant to each exercise of the Over-Allotment Option, if any.




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	 	10.	 	OTB Holdco will assign and contribute its 100% member interest in OTB GP and
its 99% limited partner interest in OTB to the Partnership (the “OTB Holdco
Contribution Interests”) in exchange for (i) 4,368,869 Common Units representing a
11.0065% limited partner interest in the Partnership (based upon the number of Common
Units expected to be outstanding following the expiration of the Over-Allotment Option
period), (ii) 8,992,059 Subordinated Units representing a 22.6536% limited partner
interest in the Partnership and (iii) a right to receive a $[•] distribution from the
Partnership reimbursing OTA for pre-formation capital expenditures with respect to the
OTB Assets.





     WHEREAS, at the Effective Time, the public, through the Underwriters, will purchase from the
Partnership for $[•] million in cash, less the amount of $[•] payable to the Underwriters after
taking into account the Underwriters’ discount of [•]% and the structuring fee of $[•] payable to
Citigroup Global Markets Inc., 10,000,000 Common Units (representing a 25.1929% limited partner
interest in the Partnership, based upon the number of Common Units expected to be outstanding
following the expiration of the Over-Allotment Option period).



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements herein contained, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     The terms set forth below in this Article I shall have the meanings ascribed to them below or
in the part of this Agreement referred to below:



     “Agreement” has the meaning assigned to such term in the preamble.



     “Common Units” means the common units representing limited partner interests in the
Partnership.



     “Commission” means the U.S. Securities and Exchange Commission.



     “Continuing Loans” has the meaning assigned to such term in the recitals.



     “Delaware LLC Act” has the meaning assigned to such term in the recitals.



     “Delaware LP Act” has the meaning assigned to such term in the recitals.



     “Effective Time” means immediately prior to the closing of the initial public offering
pursuant to the Underwriting Agreement.



     “Finance” has the meaning assigned to such term in the recitals.



     “Finance Deposit” has the meaning assigned to such term in the recitals.



     “General Partner” has the meaning assigned to such term in the preamble.



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     “GP 2% Contribution Interests” has the meaning assigned to such term in the recitals.



     “Incentive Distribution Rights” has the meaning assigned to such term in the
Partnership Agreement.



     “Option Closing Date” has the meaning assigned to such term in the Underwriting
Agreement.



     “OTA” has the meaning assigned to such term in the preamble.



     “OTA Assets” means the assets owned by OTA.



     “OTA Contribution Interests” has the meaning assigned to such term in the recitals.



     “OTB” has the meaning assigned to such term in the preamble.



     “OTB Assets” means the assets owned by OTB.



     “OTB GP” has the meaning assigned to such term in the preamble.



     “OTB Holdco” has the meaning assigned to such term in the preamble.



     “OTB Holdco Contribution Interests” has the meaning assigned to such term in the
recitals.



     “OTB LLC” has the meaning assigned to such term in the preamble.



     “OTH” has the meaning assigned to such term in the preamble.



     “OTH GP” has the meaning assigned to such term in the preamble.



     “Over-Allotment Option” has the meaning assigned to such term in the Partnership
Agreement.



     “Partnership” has the meaning assigned to such term in the preamble.



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of July [•], 2011.



     “Registration Statement” means the Registration Statement on Form S-1 filed with the
Commission (Registration No. 333-173199), as amended and effective at the Effective Time.



     “Spread” has the meaning assigned to such term in Section 2.13.



     “Subordinated Units” has the meaning assigned to such term in the Partnership
Agreement.



     “Securities Act” means the Securities Act of 1933, as amended.



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     “Underwriters” means those underwriters listed in the Underwriting Agreement.



     “Underwriting
Agreement” means that certain Underwriting Agreement between
OTA, the Partnership, the General Partner and the Underwriters, dated as of July [•], 2011.



ARTICLE II

CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS




     Section 2.1 Election to Treat OTH as an Entity that is Disregarded as Separate from
OTA. The Parties acknowledge that on or before the date hereof, OTH has filed a valid election
on Internal Revenue Service Form 8832 for OTH to be treated for U.S. federal income tax purposes as
an entity that is disregarded as separate from its owner, effective two days prior to the Effective
Time.



     Section 2.2 Conveyance of OTB General Partner Interest to OTB GP. OTB LLC hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OTB GP, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
its entire general partner interest in OTB, as a capital contribution, and OTB GP hereby accepts
such general partner interest in OTB as a contribution to the capital of OTB GP.



     Section 2.3 Conveyance of OTB Limited Partner Interest to OTB Holdco. OTA hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OTB Holdco,
its successors and assigns, for its and their own use forever, all right, title and interest in and
to its entire limited partner interest in OTB, as a capital contribution, and OTB Holdco hereby
accepts such limited partner interest in OTB as a contribution to the capital of OTB Holdco.



     Section 2.4 Conveyance of OTB GP Membership Interests to OTB Holdco. OTB LLC hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OTB Holdco,
its successors and assigns, for its and their own use forever, all right, title and interest in and
to its entire membership interest in OTB GP, as a capital contribution, and OTB Holdco hereby
accepts such membership interest in OTB GP as a contribution to the capital of OTB Holdco in
exchange for a 1% membership interest in OTB Holdco.



     Section 2.5 Distribution of Working Capital Assets by OTH. OTH hereby
grants, bargains, conveys, assigns, transfers, sets over and delivers to OTA and OTH GP and
their respective successors and assigns, for their use forever, pro rata in accordance with their
respective equity interests in OTH, all of its cash and accounts receivable as of the Effective
Time. Each of OTA and OTH GP hereby accept such cash and accounts receivable received by such party
as a distribution.



     Section 2.6 Distribution of Working Capital Assets by OTH GP. OTH GP hereby grants,
bargains, conveys, assigns, transfers, sets over and delivers to OTA and its successors and
assigns, for its use forever, all of the cash and accounts receivable it received as a distribution
from OTH pursuant to Section 2.5. OTA hereby accepts such cash and accounts receivable as a
distribution.



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     Section 2.7 Distribution of Working Capital Assets by OTB. OTB hereby
grants, bargains, conveys, assigns, transfers, sets over and delivers to OTB Holdco and OTB GP
and their respective successors and assigns, for their use forever, pro rata in accordance with
their respective equity interests in OTB, the Finance Deposit. Each of OTB Holdco and OTB GP hereby
accept such cash and accounts receivable received by such party as a distribution.



     Section 2.8 Distribution of Working Capital Assets by OTB GP. OTB GP hereby grants,
bargains, conveys, assigns, transfers, sets over and delivers to OTB Holdco and its successors and
assigns, for its use forever, the portion of the Finance Deposit it received as a distribution from
OTB pursuant to Section 2.7. OTB Holdco hereby accepts such cash and accounts receivable as
a distribution.



     Section 2.9 OTB Holdco Guaranty of Certain OTH and OTB Debts. The Parties acknowledge
that OTB Holdco has executed that certain Guaranty Agreement pursuant to which OTB Holdco has
guaranteed certain debt obligations of OTH and OTB to Finance.



     Section 2.10 Contribution of GP 2% Contribution Interests to Partnership. OTA hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the
Partnership, its successors and assigns, for its and their own use forever, all right, title and
interest in and to the GP 2% Contribution Interests as a contribution of capital to the Partnership
in exchange for (i) the issuance of 793,874 notional general partner units in the Partnership to
the General Partner, representing a continuation of its 2% general partner interest in the
Partnership and (ii) the issuance of the Incentive Distribution Rights to the General Partner. The
Partnership hereby accepts the GP Contribution Interests as a contribution to the capital of the
Partnership.



     Section 2.11 Contribution of OTA Contribution Interests to Partnership. OTA hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the
Partnership, its successors and assigns, for its and their own use forever, all right, title and
interest in and to the OTA Contribution Interests as a contribution of capital to the Partnership
in exchange for (i) 3,581,032 Common Units representing a 9.0217% limited partner interest in the
Partnership (based upon the number of Common Units expected to be outstanding following the
expiration of the Over-Allotment Option period), (ii) 10,457,842 Subordinated Units representing a
26.3464% limited partner interest in the Partnership (based upon the number of Common Units
expected to be outstanding following the expiration of the Over-Allotment Option period), (iii) a
right to receive a $[•] distribution from the Partnership reimbursing OTA for pre-formation capital
expenditures with respect to the OTH Assets, and (iv) the right to receive, upon the earlier to
occur of the expiration of the Over-Allotment Option period or the exercise in full of the
Over-Allotment Option, (A) a number of additional Common Units that is equal to the excess, if any,
of (x) 1,500,000 over (y) the aggregate number of Common Units, if any, actually purchased by and
issued to the Underwriters pursuant to the exercise of the Over-Allotment Option on the Option
Closing Date(s), and (B) a reimbursement of pre-formation capital expenditures in an amount equal
to the aggregate amount of cash, if any, contributed by the Underwriters to the Partnership on the
Option Closing Date(s) with respect to Common Units purchased by and issued to the Underwriters
pursuant to each exercise of the Over-Allotment Option, if any. The Partnership hereby accepts the
OTA Contribution Interests as a contribution to the capital of the Partnership.



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     Section 2.12 Contribution of OTB Holdco Contribution Interests. OTB Holdco hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the
Partnership, its successors and assigns, for its and their own use forever, all right, title and
interest in and to the OTB Holdco Contribution Interests as a contribution of capital to the
Partnership in exchange for (i) 4,368,869 Common Units representing a 11.0065% limited partner
interest in the Partnership (based upon the number of Common Units expected to be outstanding
following the expiration of the Over-Allotment Option period), (ii) 8,992,059 Subordinated Units
representing a 22.6536% limited partner interest in the Partnership (based upon the number of
Common Units expected to be outstanding following the expiration of the Over-Allotment Option
period) and (iii) a right to receive a $[•] distribution from the Partnership reimbursing OTA for
pre-formation capital expenditures with respect to the OTB Assets. The Partnership hereby accepts
the OTB Holdco Contribution Interests as a contribution to the capital of the Partnership.



     Section 2.13 Underwriters’ Cash Contribution. The Parties acknowledge that the
Underwriters have, pursuant to the Underwriting Agreement, made a capital contribution to the
Partnership of $[•] in cash ($[•] net to the Partnership after the underwriting discount (the
“Spread”) of $[•] and the structuring fee of $[•] payable to Citigroup Global Markets Inc.) in
exchange for the issuance by the Partnership to the Underwriters of 10,000,000 Common Units,
representing a 25.1929% limited partner interest in the Partnership (based upon the number of
Common Units expected to be outstanding following the expiration of the Over-Allotment Option
period).



     Section 2.14 Payment of Transaction Expenses and Distribution by the Partnership. The
Parties acknowledge (a) the payment by the Partnership, in connection with the transactions
contemplated hereby, of estimated transaction expenses in the amount of approximately $[•]
(inclusive of the Spread and the structuring fee), (b) the replenishment of $[•] of working capital
of OTH and OTB, respectively, by the Partnership with a portion of the net proceeds from the
Offering, (c) the distribution by the Partnership of $[•] and $[•] of the net proceeds of the
Offering to OTA and OTB Holdco, respectively, as a reimbursement for certain pre-formation capital
expenditures, (d) a payment of $119.5 million from the net proceeds of the Offering to Finance, in
repayment of a portion of the debts owed by OTH and OTB to Finance and (e) a payment of
approximately $7.1 million to reimburse OT Finance for breakage costs incurred with the repayment
of the debts referred to in clause (d).



     Section 2.15 Redemption of the Initial Partner Interests in the Partnership and the Return
of Initial Capital Contributions. The Partnership (a) hereby redeems (i) the 98% limited
partner interest in the Partnership held by OTA and (ii) the 2% general partner interest in the
Partnership held by the General Partner and (b) hereby refunds and distributes (i) to OTA the
initial capital contribution made by it to the Partnership along with 98% of any interest or other
profit that resulted from the investment or other use of such initial capital contribution and (ii)
to the General Partner the initial capital contribution made by it to the Partnership along with 2%
of any interest or other profit that resulted from the investment or other use of such initial
capital contribution.



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ARTICLE III

ADDITIONAL TRANSACTIONS




     Section 3.1 Purchase of Additional Common Units. If the Over-Allotment Option is
exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership
in exchange for up to an additional 1,500,000 Common Units on the basis of the initial public
offering price per Common Unit set forth in the Registration Statement.



     Section 3.2 Issuance of Additional Common Units. Upon the earlier to occur of the
expiration of the Over-Allotment Option period or the exercise in full of the Over-Allotment
Option, the Partnership will issue to OTA a number of additional Common Units that is equal to the
excess, if any, of (x) 1,500,000 over (y) the aggregate number of Common Units, if any, actually
purchased by and issued to the Underwriters pursuant to the exercise of the Over-Allotment Option
on the Option Closing Date(s), and OTA will receive a cash distribution equal to the aggregate
amount of cash, if any, contributed by the Underwriters to the Partnership on the Option Closing
Date(s) pursuant to Section 3.1 hereof, less the amount of the underwriting discounts and
the additional structuring fee.



ARTICLE IV

FURTHER ASSURANCES




     From time to time after the Effective Time, and without any further consideration, the Parties
agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents, and to do all such
other acts and things, all in accordance with applicable law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the properties, rights, titles,
interests, estates, remedies, powers and privileges granted by this Agreement, or which are
intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the interests contributed
and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out
the purposes and intent of this Agreement.



ARTICLE V

EFFECTIVE TIME




     Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article II of this Agreement shall be operative or have any effect until the Effective Time, at
which time all the provisions of Article II of this Agreement shall be effective and operative in
accordance with Article VI, without further action by any Party hereto.



ARTICLE VI

MISCELLANEOUS




     Section 6.1 Order of Completion of Transactions. The transactions provided for in
Article II and Article III of this Agreement shall be completed immediately following the Effective
Time in the following order: first, the transactions provided for in Article II shall be completed
in the order set forth therein; and second, following the completion of the transactions



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provided for in Article II, the transactions provided for in Article III, if they occur, shall
be completed.




     Section 6.2 Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
including, without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles, Sections, Schedules and
Exhibits shall, unless the context requires a different construction, be deemed to be references to
the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all
such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof
for all purposes. All personal pronouns used in this Agreement, whether used in the masculine,
feminine or neuter gender, shall include all other genders, and the singular shall include the
plural and vice versa. The use herein of the word “including” following any general statement, term
or matter shall not be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation”, “but not limited to”, or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such general statement,
term or matter.



     Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.



     Section 6.4 No Third Party Rights. The provisions of this Agreement are intended to
bind the Parties as to each other and are not intended to and do not create rights in any other
person or confer upon any other person any benefits, rights or remedies, and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.



     Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts
with the same effect as if all signatory Parties had signed the same document. All counterparts
shall be construed together and shall constitute one and the same instrument.



     Section 6.6 Choice of Law. This Agreement shall be subject to and governed by the laws
of the State of Texas. Each Party hereby submits to the jurisdiction of the state and federal
courts in the State of Texas and to venue in Houston, Texas.



     Section 6.7 Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provisions or provisions held to be invalid and an equitable adjustment
shall be made and necessary provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.



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     Section 6.8 Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an amendment to this Agreement.



     Section 6.9 Integration. This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written,
with respect to the subject matter of this Agreement and such instruments. This Agreement and such
instruments contain the entire understanding of the Parties with respect to the subject matter
hereof and thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the parties hereto after the date of this
Agreement.



     Section 6.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of
the assets and interests referenced herein.



[Signature Pages Follow]









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     IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the
date first above written.











	 	 	 	 	 

	 	 	OILTANKING PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	OTLP GP, LLC,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	OTLP GP, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	OILTANKING HOLDING AMERICAS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	OTB HOLDCO, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name:
Carlin G. Conner
	 

	 	 	 	Title: President and Chief
Executive Officer
	 
	 	 	 	 
	 	 	OILTANKING BEAUMONT GP, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name:
Carlin G. Conner
	 

	 	 	 	Title: President









Signature Page to Contribution, Conveyance and Assumption Agreement







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	 	 	OILTANKING BEAUMONT PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	OILTANKING BEAUMONT GP, L.L.C.,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	OTB GP, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name:
Carlin G. Conner
	 

	 	 	 	Title: President and Chief
Executive Officer
	 
	 	 	 	 
	 	 	OILTANKING HOUSTON, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	OTH GP, LLC,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	OTH GP, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 Name: Carlin
G. Conner
	 

	 	 	 	Title: President









Signature Page to Contribution, Conveyance and Assumption Agreement





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