Exhibit 1.1Underwriting Agreement • December 8th, 2006 • Teekay Offshore Partners L.P. • Water transportation • New York
EXHIBIT 10.9 FORM OF ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT made effective the ____ day of December 2006; BY AND BETWEEN: TEEKAY OFFSHORE PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands...Administrative Services Agreement • December 8th, 2006 • Teekay Offshore Partners L.P. • Water transportation
EXHIBIT 3.8 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 4th, 2006 • Teekay Offshore Partners L.P. • Marshall Islands
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P.Teekay Offshore Partners L.P. • December 4th, 2006 • Marshall Islands
Exhibit 10.7 LOAN AGREEMENT DATED: 2ND OCTOBER 2006 BETWEEN: (1) TEEKAY OFFSHORE OPERATING L.P., a limited partnership formed and existing under the laws of the Republic of the Marshall Islands whose registered office is at The Trust Company Complex,...Loan Agreement • December 4th, 2006 • Teekay Offshore Partners L.P.
EXHIBIT 10.8 DATED: 14 JUNE 2006 BETWEEN: (1) PETROJARL JV AS having its registered office at Strandveien 4, PO Box 89, N-1325 Lysaker, Norway ("PETROJARL"); (2) TEEKAY PETROJARL OFFSHORE HOLDINGS L.L.C., a limited liability company formed in the...Teekay Offshore Partners L.P. • December 4th, 2006
EXHIBIT 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTTeekay Offshore Partners L.P. • December 4th, 2006 • Marshall Islands
EXHIBIT 10.5 ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT made effective the ____ day of December 2006; BY AND BETWEEN: [OPCO OPERATING SUBSIDIARY], (together with its subsidiaries,"Operating Sub") AND: TEEKAY SHIPPING...Services Agreement • December 8th, 2006 • Teekay Offshore Partners L.P. • Water transportation
EXHIBIT 10.3 AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • December 4th, 2006 • Teekay Offshore Partners L.P.
ALTERA INFRASTRUCTURE HOLDINGS L.L.C. 11.50% SENIOR SECURED PIK NOTES DUE 2026Indenture • August 30th, 2021 • Altera Infrastructure L.P. • Water transportation • New York
INDENTURE dated as of August 27, 2021 among Altera Infrastructure Holdings L.L.C., a limited liability company formed under the laws of the Republic of the Marshall Islands, as issuer (the “Company”), Altera Infrastructure L.P., a limited partnership formed under the laws of the Republic of the Marshall Islands, as parent guarantor (the “Parent Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
Exhibit 10.6 FURTHER AMENDED AND RESTATED LOAN FACILITY AGREEMENT DATED: 26 JUNE 2003 BETWEEN:- (1) NORSK TEEKAY HOLDINGS LTD which is a company incorporated according to the law of the Marshall Islands with its registered office at c/o Trust Company...Loan Facility Agreement • December 4th, 2006 • Teekay Offshore Partners L.P.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.Teekay Offshore Partners L.P. • April 25th, 2013 • Water transportation • Marshall Islands
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of April 23, 2013, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
BOND AGREEMENT between Teekay Offshore Partners L.P. (Issuer) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2014/2019Bond Agreement • April 2nd, 2015 • Teekay Offshore Partners L.P. • Water transportation
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 4th, 2006 • Teekay Offshore Partners L.P. • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.Teekay Offshore Partners L.P. • May 13th, 2011 • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of December 19, 2006, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Shipping Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
US$330,000,000 Senior Secured Revolving Credit Facility Agreement Dated 14 October 2014Teekay Offshore Partners L.P. • April 2nd, 2015 • Water transportation
Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, a revolving credit facility in an amount of three hundred and thirty million Dollars ($330,000,000)) to assist the Borrower to refinance the Existing Loans and for general working capital purposes.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TEEKAY OFFSHORE PARTNERS L.P. AND THE INVESTORS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • June 30th, 2016 • Teekay Offshore Partners L.P. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2016, by and among Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the “Investors”).
TEEKAY OFFSHORE PARTNERS L.P. 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2009 • Teekay Offshore Partners L.P. • Water transportation • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Teekay Offshore Partners, L.P., a Marshall Islands limited partnership (the “Partnership”), Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, Teekay Offshore Operating GP L.L.C., a Marshall Islands limited liability company and Teekay Offshore Operating L.P., a Marshall Islands limited partnership, and each of you as Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (the “Common Units”).
DATED 17 February 2012 PIRANEMA L.L.C. (as Borrower) - and - DNB BANK ASA NORDEA BANK FINLAND PLC, NEW YORK BRANCH and others (as Lenders) - and - DNB BANK ASA (as Agent) - and - DNB BANK ASA (as Security Agent) - and - DNB BANK ASA NORDEA BANK...Loan Agreement • April 11th, 2013 • Teekay Offshore Partners L.P. • Water transportation
Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, a term loan facility of one hundred and thirty million Dollars ($130,000,000), being seventy five per cent (75%) of the Contracted Fixed Cash Flow) to finance a portion of the Borrower’s acquisition cost of the FPSO “PIRANEMA SPIRIT”.
Teekay Offshore Partners L.P. Underwriting Agreement 4,600,000 8.8750% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, Representing Limited Partner Interests in the Partnership, Plus an option to purchase from the...Underwriting Agreement • January 23rd, 2018 • Teekay Offshore Partners L.P. • Water transportation • New York
Teekay Offshore Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 4,600,000 8.8750% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Series E Preferred Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 690,000 additional Series E Preferred Units (the “Option Units;” the Firm Units and the Option Units being hereinafter collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the si
MEMORANDUM OF AGREEMENT Dated: September 10, 2009 Norwegian Shipbrokers’ Association’s Memo- randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised...Memorandum of Agreement • April 30th, 2010 • Teekay Offshore Partners L.P. • Water transportation • London
Petrojarl Varg AS of Beddingen 16, N-7014 Trondheim, Norway hereinafter called the Sellers, have agreed to sell, and VARG L.L.C. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH9696 hereinafter called the Buyers, have agreed to buy
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANYLimited Liability Company Agreement • February 28th, 2020 • Teekay Offshore Partners L.P. • Water transportation • New York
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 25, 2017 (the “Effective Date”), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the “Company”), is by and among Teekay Holdings Limited, a Bermuda corporation (“TK”), and Brookfield TK TOGP L.P., a Bermuda limited partnership (“Brookfield”).
TEEKAY OFFSHORE PARTNERS L.P.Warrant Agreement • November 24th, 2017 • Teekay Offshore Partners L.P. • Water transportation • New York
WARRANT AGREEMENT, dated as of September 25, 2017, between TEEKAY OFFSHORE PARTNERS L.P., a Republic of the Marshall Islands limited partnership (as further defined below, the “Partnership”), and TEEKAY SHIPPING LIMITED, a Bermuda corporation (the “Investor”).
ContractFirst Supplemental Indenture • May 30th, 2014 • Teekay Offshore Partners L.P. • Water transportation • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 30, 2014, among Teekay Offshore Partners L.P., a limited partnership duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), Teekay Offshore Finance Corp., a corporation duly organized under the laws of the Republic of the Marshall Islands (the “Co-Issuer” and, together with the Company, the “Issuers” and each individually as “Issuer”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • July 6th, 2015 • Teekay Offshore Partners L.P. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2015, by and among Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
Teekay Offshore Partners L.P. 5,600,000 Common Units Plus an option to purchase from the Partnership up to 840,000 additional Common Units to cover over- allotments Common Units Representing Limited Partner Interests in the Partnership Underwriting...Teekay Offshore Partners L.P. • December 7th, 2010 • Water transportation • New York
Teekay Offshore Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 5,600,000 Common Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 840,000 additional Common Units to cover over-allotments, if any (the “Option Units;” the Firm Units and the Option Units being hereinafter collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.Altera Infrastructure L.P. • March 27th, 2020 • Water transportation • Marshall Islands
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of January 22, 2020 (the “Effective Date”) and effective as of the effective time of the Merger, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Brookfield TK TOGP LP, a Bermuda limited partnership, and Brookfield TK Block Acquisition LP, a Bermuda limited partnership, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2017 • Teekay Offshore Partners L.P. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 25, 2017, by and between TEEKAY OFFSHORE PARTNERS L.P., a Republic of The Marshall Islands limited partnership (the “Company”), BROOKFIELD TK TOLP L.P., a Bermuda limited partnership (the “Purchaser”) and TEEKAY CORPORATION, a Republic of The Marshall Islands corporation (“TK”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
BOND AGREEMENT between Teekay Offshore Partners L.P. (Issuer) Teekay Offshore Operating L.P. (Guarantor) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Teekay Offshore Partners L.P. Senior Unsecured Bond...Bond Agreement • April 12th, 2011 • Teekay Offshore Partners L.P. • Water transportation
Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2020, between ALTERA INFRASTRUCTURE L.P., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN LP as Administrative AgentCredit Agreement • March 4th, 2021 • Altera Infrastructure L.P. • Water transportation • New York
SERIES C PREFERRED UNIT PURCHASE AGREEMENTSeries C Preferred Unit Purchase Agreement • July 6th, 2015 • Teekay Offshore Partners L.P. • Water transportation • New York
This SERIES C PREFERRED UNIT PURCHASE AGREEMENT, dated June 30, 2015 (as further defined below, this “Agreement”), is by and among TEEKAY OFFSHORE PARTNERS L.P., a Marshall Islands limited partnership (the “Partnership”), and the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).
INVESTMENT AGREEMENT by and between TEEKAY OFFSHORE PARTNERS L.P., and BROOKFIELD TK TOLP L.P. Dated as of July 26, 2017Investment Agreement • August 1st, 2017 • Teekay Offshore Partners L.P. • Water transportation • New York
INVESTMENT AGREEMENT, dated as of July 26, 2017 (this “Agreement”), between Teekay Offshore Partners L.P., a Republic of The Marshall Islands limited partnership (the “Company”), and Brookfield TK TOLP L.P., a Bermuda limited partnership (the “Investor”).
Trademark License AgreementTrademark License Agreement • November 24th, 2017 • Teekay Offshore Partners L.P. • Water transportation • New York
This Trademark License Agreement (this “Agreement”), dated as of September 25, 2017 (the “Effective Date”), is entered into by and between:
MASTER SERVICES AGREEMENTMaster Services Agreement • November 24th, 2017 • Teekay Offshore Partners L.P. • Water transportation
This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2017, is by and among (i) Teekay Corporation, a Marshall Islands corporation (“TKC”), on behalf of itself and any of its Affiliates which, as of the date of this Agreement or at any time hereafter for as long as this Agreement remains in effect, will provide services to Teekay Offshore Partners L.P., a Marshall Islands limited partnership (“TOO”) and its Subsidiaries, (ii) TOO, on behalf of itself and its Subsidiaries, and (iii) for purposes of Sections 2.2, 4.3, 6.1, 8.2, 9.1 and Article 10, Brookfield TK TOLP L.P. (“Investor”), a Bermuda limited partnership. TKC, TOO and Investor are sometimes referred to as the “Parties”. Reference is made to that certain Investment Agreement, dated as of July 26, 2017, by and among Investor and TOO (the “Investment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Investment Agreement.
Execution Version CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA SHUTTLE TANKERS L.L.C., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN 2 L.P. as Administrative AgentExecution Version Credit Agreement • May 5th, 2021 • Altera Infrastructure L.P. • Water transportation
