SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P.
Exhibit 1.6
SECOND AMENDED AND RESTATED
AGREEMENT OF
LIMITED PARTNERSHIP
OF
TEEKAY OFFSHORE OPERATING L.P.
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P., dated as of December 23, 2015, is entered into and executed by TEEKAY OFFSHORE OPERATING GP L.L.C., a Xxxxxxxx Islands limited liability company, as General Partner, and TEEKAY OFFSHORE HOLDINGS L.L.C., a Xxxxxxxx Islands limited liability company, as Limited Partner.
RECITALS
WHEREAS, the Partnership was formed on September 25, 2006 pursuant to the Act, subject to an Agreement of Limited Partnership dated as of September 25, 2006 entered into by Teekay Shipping Corporation as limited partner and the General Partner as general partner.
WHEREAS, Teekay Shipping Corporation transferred portions of its limited partner interest in the Partnership to Teekay Offshore Partners L.P. and Teekay Offshore GP L.L.C. and its interest in the General Partner to Teekay Offshore Partners L.P., and Teekay Offshore GP L.L.C. has transferred its interest in the Partnership to Teekay Offshore Partners L.P., such transfer was reflected in the Amended and Restated Agreement of Limited Partnership of the Partnership dated December 19, 2006.
WHEREAS, Teekay Shipping Corporation subsequently transferred all its limited partner interest in the Partnership to Teekay Holdings Limited.
WHEREAS, Teekay Holdings Limited subsequently transferred portions of its limited partner interest in the Partnership to Teekay Offshore Partners L.P., and thereafter the remaining portion of its limited partner interest in the Partnership to Teekay Offshore Partners L.P., who subsequently transferred its interest on the date hereof to Teekay Offshore Holdings L.L.C., such that the current holder of all limited partner interest in the Partnership is Teekay Offshore Holdings L.L.C.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
WHEREAS, the General Partner and Limited Partner now desire to amend and restate the Agreement of Limited Partnership in its entirety upon the terms and conditions stated below.
WHEREAS, the conflicts committee of the board of directors of the general partner of the former sole member of the General Partner, Teekay Offshore Partners L.P., approved the amendment to this Agreement.
NOW, THEREFORE, the Agreement of Limited Partnership is hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.
"Act" means the Xxxxxxxx Islands Limited Partnership Act, as amended from time to time, and any successor to such act.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
"Agreement” means this Amended and Restated Agreement of Limited Partnership of Teekay Offshore Operating L.P., as it may be amended, supplemented or restated from time to time. This Agreement shall constitute a "partnership agreement" as such term is defined in the Act.
"Certificate of Limited Partnership" means the Certificate of Limited Partnership filed with the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as described in the first sentence of Section 2.5, as amended or restated from time to time.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
"Code" means the Internal Revenue Code of 1986, as amended, and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.
"General Partner" means Teekay Offshore Operating GP L.L.C., a Xxxxxxxx Islands limited liability company, in its capacity as the general partner of the Partnership, and any successor to Teekay Offshore Operating GP L.L.C., as the general partner of the Partnership.
"Indemnitee" means (a) the General Partner, (b) any former General Partner, (c) any Person who is or was an Affiliate of the General Partner or any former General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of any Person which any of the preceding clauses of this definition describes, (e) any Person who is or was serving at the request of the General Partner or any former General Partner or any Affiliate of the General Partner or any former General Partner as an officer, director, member, partner, fiduciary or trustee of another Person, (provided, however, that that Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), and (f) any other Person the General Partner designates as an "Indemnitee" for purposes of this Agreement.
"Limited Partner" means the Persons listed as Limited Partners on Schedule I, as it may be updated, amended, supplemented or restated from time to time by the General Partner, and any other limited partner admitted to the Partnership from time to time following the date of this Agreement.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means Teekay Offshore Operating L.P., a Xxxxxxxx Islands limited partnership.
"Percentage Interest" means, with respect to any Partner, the percentage set forth on Schedule I next to such Partner's name under the heading "Percentage Interest."
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
"Person" or ''person" means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.
ARTICLE II
ORGANIZATIONAL MATTERS
Section 2.1Formation. Subject to the provisions of this Agreement, the General Partner and Teekay Shipping Corporation as the initial limited partner formed the Partnership as a limited partnership pursuant to the provisions of the Act. The General Partner and the Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partners and certain matters related thereto. Except as otherwise provided herein, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Act.
Section 2.2Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, "Teekay Offshore Operating L.P."
Section2.3Principal Office; Registered Office.
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The principal office of the Partnership shall be at 0xx Xxxxx, Xxxxxxxxx Xxxxxxxx, 00 Xxxxx Xxx Road, Xxxxxxxx, XX 08 Bermuda, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable. |
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(b) |
Unless and until changed by the General Partner, the address of the Partnership's registered address in the Xxxxxxxx Islands is Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Xxxxxxxx Islands MH96960, and the name of the Partnership's registered agent for service of process at such address shall be The Trust Company of the Xxxxxxxx Islands, Inc. |
Section 2.4Term. The Partnership shall continue in existence until an election by the General Partner to dissolve the Partnership.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
Section 2.5Organizational Certificate. A Certificate of Limited Partnership of the Partnership has been filed by the General Partner with the Registrar of Corporations of the Republic of The Xxxxxxxx Islands as required by the Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the Xxxxxxxx Islands and any jurisdiction in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of the Xxxxxxxx Islands and any jurisdiction in which the Partnership may elect to do business.
Section 2.6Fiscal Year. The fiscal year of the Partnership shall be January 1 to December 31.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS; TRANSFERS
No Partner shall have the obligation to make any additional capital contribution to the Partnership. The Percentage Interests of the Partners are set forth on Schedule I, as such schedule may be updated, amended, supplemented or restated from time to time. Any Partner may transfer its interests in the Partnership without the consent of any other Partner or Person.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
ARTICLE V
CAPITAL ACCOUNTS ALLOCATIONS
Section 5.1Capital Accounts. The Partnership shall maintain a capital account for each of the Partners in accordance with the regulations issued pursuant to Section 704 of the Code and as determined by the General Partner as consistent therewith.
Section 5.2Allocations. For U.S. federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto.
Section 5.3Reserves and Distributions. From time to time, but not less often than quarterly, the General Partner shall review the Partnership's accounts and determine the amount of the Partnership's available cash and appropriate reserves (including cash reserves for future maintenance capital expenditures, working capital and other matters), and the Partnership shall make a distribution to the Partners of the available cash, subject to the reserves. The General Partner may make such cash distributions as it may determine and without being limited to current or accumulated income or gains from any Partnership funds, including, without limitation, Partnership revenues, capital contributions or borrowed funds; provided that no such distribution shall be made if, after giving effect thereto, the liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In its sole discretion, the General Partner may, subject to the foregoing proviso, also distribute to the Partners other Partnership property or other securities of the Partnership or other entities. All distributions, including distributions in liquidation of the Partnership, shall be made in accordance with the Percentage Interests of the Partners.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Section 6.1General Partners Authority; Reimbursement. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; and the Limited Partners shall not have any power to control or manage the Partnership. The General Partner shall be reimbursed on a basis as the General Partner may determine for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership or for the General Partner in the discharge of its duties to the Partnership) and (ii) all other direct and indirect expenses allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the Partnership. Reimbursements pursuant to this Section 6.1 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.2. The General Partner may be removed or replaced only with the written consent of the General Partner and Limited Partners having at least 75% of the Percentage Interests.
Section 6.2Indemnification.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
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determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.2, the Indemnitee acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was unlawful. Any indemnification pursuant to this Section 6.2 shall be made only out of the assets of the Partnership, it being agreed that the Partners shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification. |
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To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to this Section 6.2 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.2. |
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The indemnification provided by this Section 6.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. |
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(d) |
The Partnership may purchase and maintain (or reimburse any Partner or its Affiliates for the cost of) insurance, on behalf of any Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership's activities or such Person's activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. |
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
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(f) |
In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. |
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An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.2 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. |
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(h) |
The provisions of this Section 6.2 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. |
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(i) |
No amendment, modification or repeal of this Section 6.2 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. |
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
Section 6.3Liability of Indemnitees.
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Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was criminal. |
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(b) |
Any amendment, modification or repeal of this Section 6.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 6.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. |
Section 6.4Loans or Contributions from the Partnership. The Partnership may lend or contribute to any Affiliate or Limited Partner, and any Affiliate or Limited Partner may borrow from the Partnership, funds on terms and conditions determined by the General Partner.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
The Limited Partners shall have no liability under this Agreement.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up, upon the expiration of its term as provided in Section 2.4.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement with the consent of the Limited Partners having at least 75% of the Percentage Interests, and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith. The updating, amendment, supplement or restatement from time to time of Schedule I hereof shall not be deemed an amendment of this Agreement.
ARTICLE X
GENERAL PROVISIONS
Section 10.1Addresses and Notices. Any notice to the Partnership shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a). Any notice to the General Partner or a Limited Partner shall be deemed given if received by it in writing at the address designated in Schedule I, or such other place as the General Partner or Limited Partner may from time to time designate.
Section 10.2Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Section 10.3Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
Section 10.4Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.
Section 10.5Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Xxxxxxxx Islands.
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
Section 10.6No Third Party Beneficiary. Subject to Section 6.2(h), this Agreement is made solely and specifically for the benefit of the Partners and their and assigns and no other Persons shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.
[Remainder of Page Intentionally Left Blank]
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Teekay Offshore Operating L.P.
Second Amended and Restated Agreement of Limited Partnership
WHEREFORE, this Amended and Restated Agreement of Limited Partnership has been duly executed by the General Partner and the Limited Partner as of the date first above written.
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GENERAL PARTNER: |
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TEEKAY OFFSHORE OPERATING GP L.L.C. |
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/s/ Xxxxx Xxxxxxxx |
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Name: |
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Xxxxx Xxxxxxxx |
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Title: |
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Secretary |
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Place of execution: Hamilton, Bermuda |
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LIMITED PARTNER: |
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TEEKAY OFFSHORE OPERATING GP L.L.C. |
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/s/ Xxxxx Xxxxxxxx |
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Name: |
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Xxxxx Xxxxxxxx |
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Title: |
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Secretary |
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Place of execution: Hamilton, Bermuda |
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EACH OF THE UNDERSIGNED WAS PREVIOUSLY A PARTNER OF TEEKAY OFFSHORE OPERATING L.P. AND ACKNOWLEDGES THAT (A) EACH BAS WITHDRAWN AS A PARTNER OF TEEKAY OFFSHORE OPERATING L.P. AND RENOUNCES ANY DIRECT INTERESTS IN TEEKAY OFFSHORE OPERATING L.P., (B) THE UNDERSIGNED APPROVES (X) ALL TRANSFERS OF EQUITY OF TEEKAY OFFSHORE OPERATING L.P., AND (Y) THE AMENDMENTS TO THE AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P. PROVIDED FOR ABOVE, AND (C) AS OF THE DATE HEREOF, THE ONLY REMAINING PARTNERS OF TEEKAY OFFSHORE OPERATING L.P. ARE TEEKAY OFFSHORE OPERATING GP L.L.C. AND TEEKAY OFFSHORE HOLDINGS L.L.C.
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TEEKAY CORPORATION |
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On behalf of itself and as general partner of Teekay Offshore Operating L.P., the undersigned has consented to all transfers of equity of Teekay Offshore Operating L.P. from formation, and all related amendments to the agreement of limited partnership of Teekay Offshore Operating L.P. |
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By: |
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/s/ Xxxxx Xxxxxxx |
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Name: |
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Xxxxx Xxxxxxx |
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Title: |
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President & Chief Executive Officer |
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TEEKAY HOLDINGS LIMITED |
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TEEKAY OFFSHORE OPERATING GP L.L.C. |
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By: |
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/s/ Xxxxx Xxxxxxxx |
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By: |
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/s/ Xxxxx Xxxxxxxx |
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Name: |
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Xxxxx Xxxxxxxx |
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Name: |
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Xxxxx Xxxxxxxx |
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Title: |
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President |
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Title: |
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Secretary |
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TEEKAY OFFSHORE PARTNERS L.P. |
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By: |
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TEEKAY OFFSHORE GP L.L.C. |
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(its General Partner) |
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By: |
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/s/ Xxxxx Xxxxxxx |
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Name: |
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Xxxxx Xxxxxxx |
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Title: |
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President & Chief Executive Officer |
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As of December 23, 2015
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Limited Partner Name and Address: |
Percentage Interest: |
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Teekay Offshore Holdings L.L.C. 4th Floor, Belvedere Building |
99.09% |
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General Partner Name and Address: |
Percentage Interest: |
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Teekay Offshore Operating GP L.L.C. |
0.91% |
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
TEEKAY OFFSHORE OPERATING L.P.
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) dated as of March 24, 2020, of Teekay Offshore Operating L.P., a Xxxxxxxx Islands limited partnership (the “Partnership”), is entered into by Altera Infrastructure Operating GP L.L.C., a Xxxxxxxx Islands limited liability company (the “General Partner”), and Altera Infrastructure Holdings L.L.C., a Xxxxxxxx Islands limited liability company.
W I T N E S S E T H
WHEREAS, the Partnership was formed by filing of a certificate of limited partnership (the “Certificate of Limited Partnership”) with the Registrar of Corporation of the Republic of the Xxxxxxxx Islands on September 25, 2006 and is governed by that certain Second Amended and Restated Agreement of Limited Partnership dated as of December 23, 2015 (the “LP Agreement”);
WHEREAS, all partners have approved the change of the name of the Partnership from “Teekay Offshore Operating L.P.” to “Altera Infrastructure Operating L.P.”, it being noted that Article IX of the LP Agreement requires approval of the General Partner and limited partners having at least 75% of the Percentage Interests to amend to the LP Agreement;
WHEREAS, on or about the date hereof, the Partnership filed an amendment to the Certificate of Limited Partnership to change the Partnership’s name;
WHEREAS, on or about the date hereof, the General Partner filed an amendment to the Certificate of Formation of the General Partner changing the General Partner’s name from “Teekay Offshore Operating GP L.L.C.” to “Altera Infrastructure Operating GP L.L.C.”; and
WHEREAS, the General Partner desires to amend the LP Agreement as herein set forth to reflect this change.
NOW, THEREFORE, the General Partner does hereby amend the LP Agreement as follows:
Section 1.Amendments.
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All references within the LP Agreement to “Teekay Offshore Operating L.P.” shall henceforth be amended to be references to “Altera Infrastructure Operating L.P.” |
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All references within the LP Agreement to “Teekay Offshore Operating GP L.L.C.” shall henceforth be amended to be as references to “Altera Infrastructure Operating GP L.L.C.” |
Section 2.Except as expressly provided in this Amendment, the terms and conditions of the LP Agreement are and remain in full force and effect.
Section 3.This Amendment shall be governed by and construed and enforce din accordance with the laws of the Xxxxxxxx Islands.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
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ALTERA INFRASTRUCTURE OPERATING GP L.L.C., |
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its General Partner |
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By: |
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/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx |
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ALTERA INFRASTRUCTURE HOLDINGS L.L.C., |
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its Limited Partner |
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By: |
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/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx |
