UNIT PURCHASE AGREEMENT
Exhibit 99.1
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 12, 2008, between
TEEKAY OFFSHORE PARTNERS L.P., a Xxxxxxxx Islands limited partnership with its head office at 4th
Floor, Belvedere Building, 69 Xxxxx Bay Road, Xxxxxxxx XX 08, Bermuda (“Seller”), and TEEKAY
CORPORATION, a Xxxxxxxx Islands company (“Buyer”).
RECITAL
Upon the terms and subject to the conditions set forth herein, Seller desires to sell and
Buyer desires to purchase $65,000,000 of common units of Seller (the “Units”) at the same per unit
price and at the same time as 7,000,000 common units of Seller are to be sold to certain
underwriters in connection with a public offering of common units contemplated by the preliminary
prospectus supplement dated June 11, 2008 (the “Public Sale”).
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants
and agreements herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Purchase and Sale of the Interests
1.1 Sale of the Interests
Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller
and Seller agrees to sell to Buyer pursuant to this Agreement, 3,250,000 Units in consideration of
an aggregate payment of $65,000,000 (the “Purchase Price”) by Buyer; the per Unit purchase price
equal to the $20.00 per Unit sold to the public in the Public Sale.
1.2 Closing
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take
place concurrently with the closing of the Public Sale pursuant to an Underwriting Agreement
between Seller, the underwriters named therein and the other parties thereto (the “Underwriting
Agreement”).
1.3 Closing Deliveries
(a) At the Closing, Buyer shall deliver to Seller as consideration for the Units purchased by
Buyer an acknowledgement of receipt of the Purchase Price.
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(b) At the Closing, Seller shall cause Seller’s transfer agent to record the ownership of the
Units on the records of the transfer agent in accordance with instructions from Buyer.
1.4 Closing Condition; Termination
Buyer’s obligation to purchase the Units in accordance with this Agreement is subject to the
closing of the Public Sale of common units contemplated by the Underwriting Agreement. If the
Underwriting Agreement is terminated or if it shall not be entered into prior to June 30, 2008,
this Agreement shall automatically terminate.
1.5 Assignment; Designee
Buyer may assign its rights under this Agreement to Teekay Holdings Limited, a Bermuda company
and wholly-owned subsidiary of Buyer, or may designate Teekay Holdings Limited as the holder of the
Units and Seller will, upon request, cause its transfer agent to register the Units in the name of
Teekay Holdings Limited.
Section 2. Representations and Warranties
2.1 Buyer’s Representations and Acknowledgements
Buyer represents and warrants to Seller that:
(a) Buyer has all requisite power and authority to execute and deliver this Agreement and to
perform the transactions contemplated hereby and this Agreement is a valid and binding obligation
of Buyer, enforceable against the Buyer in accordance with its terms;
(b) The Units are being acquired solely for the account of Buyer and not with a view to, or
for resale in connection with, a distribution of all or any party thereof.
Buyer acknowledges and understands that the Units have not been registered with the Securities
and Exchange Commission and therefore are subject to resale restrictions. Buyer agrees to the
placement of a legend on any Unit certificate or on the records of the transfer agent to the effect
that the Units may not be sold without registration with the Securities and Exchange Commission or
an exemption from registration.
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2.2 Seller’s Representations
Seller represents and warrants to Buyer that:
(a) Seller has all necessary power and authority to execute and deliver this Agreement and to
perform the transactions contemplated hereby and this Agreement is a valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms;
(b) No consent, approval or authorization of any third party is required for consummation by
Seller of the transactions contemplated by this Agreement, and the execution and delivery of this
Agreement and the performance of the transactions contemplated hereby do not violate, conflict
with, or cause a default under any contract, agreement, document, or instrument, any law, rule,
regulation or any judicial or administrative decision to which Seller or the Units may be subject,
or that would create a lien, security interest, encumbrance or restriction of any kind upon the
Units;
(c) Upon the Closing and payment for the Units in accordance with the terms of this Agreement,
good and marketable title to all of the Units, free and clear of all mortgages, liens, security
interests, pledges, charges, encumbrances or claims of any kind will be sold to and vest in Buyer.
2.3 Survival; Indemnity
All representations and warranties made herein shall survive the Closing. Buyer agrees to
indemnify and hold Seller harmless from any and all losses, damages, claims, actions and
proceedings, including any legal or other expenses, arising out of any breach of any representation
or warranty made by the Buyer herein and Seller agrees to indemnify and hold Buyer harmless from
any and all losses, damages, claims, actions and proceedings, including any legal or other
expenses, arising out of any breach of any representation or warranty made by the Seller herein.
Section 3. Further Assurances
Each party agrees to, at any time and from time to time, promptly execute and deliver such
further agreements, documents and instruments, and promptly take or forbear from taking such
further actions as the other party may reasonably request in order to more effectively confirm or
carry out the provisions of this Agreement.
Section 4. Miscellaneous
4.1 Entire Agreement
Each party hereto acknowledges that this Agreement embodies the entire agreement and
understanding between them with respect to the subject matter hereof and supersedes any prior
agreements and understandings relating to the subject matter hereof. This
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Agreement may not be altered, modified, terminated or discharged except by a writing signed by the party
against whom such alteration, modification, termination or discharge is sought.
4.2 Binding Nature
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors, heirs, personal representatives and assigns.
4.3 Governing Law
This Agreement shall be governed by and construed under the laws of the state of New York.
4.4 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, and all of which, taken together, shall constitute one and the same instrument.
Delivery of an executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart hereof.
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IN WITNESS WHEREOF, the parties have executed this UNIT PURCHASE AGREEMENT as of the date
first written above.
| THE SELLER: | ||||||
| TEEKAY OFFSHORE PARTNERS L.P. | ||||||
| By: Teekay Offshore G.P. L.L.C., its General Partner | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Chief Executive Officer | |||||
| BUYER: | ||||||
| TEEKAY CORPORATION | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | President and Chief Executive Officer | |||||
| UNIT PURCHASE AGREEMENT | SIGNATURE PAGE |
