EXHIBIT 10.1
CONTRIBUTION, CONVEYANCE AND ASSUMPTION
AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this "Agreement")
is entered into as of December __, 2006, effective as of the Effective Times
referred to below, among Teekay Shipping Corporation, a Xxxxxxxx Islands
corporation ("Teekay"); Teekay Offshore GP L.L.C., a Xxxxxxxx Islands limited
liability company ("MLP GP"); Teekay Offshore Partners L.P., a Xxxxxxxx Islands
limited partnership ("MLP"); Teekay Offshore Operating GP L.L.C. , a Xxxxxxxx
Islands limited liability company ("OPCO GP"); Teekay Offshore Operating L.P., a
Xxxxxxxx Islands limited partnership ("OPCO"); and Teekay Offshore Holdings
L.L.C., a Xxxxxxxx Islands limited liability company ("TOH"). The foregoing
shall be referred to individually as a "Party" and collectively as the
"Parties." Certain capitalized terms have the meanings assigned to them in
Article I hereof.
RECITALS
A. Teekay and MLP GP have formed MLP pursuant to the Xxxxxxxx Islands
Limited Partnership Act for the purpose of, among other things, acquiring,
owning and operating a 26% interest in substantially all the assets of certain
subsidiaries of Teekay used in the offshore oil transportation, processing and
storage sectors. The respective Board's of Directors of Teekay, MLP GP and OPCO
GP have prior to this Agreement authorized the Parties to effect the actions set
forth below at the times and in the order set forth below.
B. To accomplish the objectives and purposes in the preceding recital, the
following actions have been taken prior to the date hereof:
1. Teekay formed MLP GP under the terms of the Xxxxxxxx Islands Limited
Liability Company Act (the "Xxxxxxxx Islands LLC Act") and
contributed $1,000 in exchange for all of the member interests in
MLP GP.
2. MLP GP and Teekay formed MLP under the terms of the Xxxxxxxx Islands
Limited Partnership Act (the "Xxxxxxxx Islands LP Act"), to which
MLP GP contributed $20 and Teekay contributed $980 in exchange for a
2.0% general partner interest and 98.0% limited partner interest,
respectively.
Page 1
3. MLP made an election to be classified as an association taxable as a
corporation for U.S. federal income tax purposes, effective as of
formation.
4. Teekay formed OPCO GP pursuant to the Xxxxxxxx Islands LLC Act and
contributed $1,000 in exchange for all of the member interests in
OPCO GP.
5. OPCO GP made an election to be classified as disregarded entity for
U.S. federal income tax purposes, effective as of formation.
6. OPCO GP and Teekay formed OPCO, to which OPCO GP contributed $0.10
and Teekay contributed $999.90 in exchange for a 0.01% general
partner interest and 99.99% limited partner interest, respectively.
7. OPCO made an election to be classified as a partnership for U.S.
federal income tax purposes, effective as of formation.
8. (a) Teekay conveyed a 0.01% undivided interest in the stock of, or
beneficial interest in, Teekay Navion Offshore Loading Pte. Ltd.
(directly or through indirect ownership), Norsk Teekay Holding Ltd.,
Teekay Offshore Australia Trust, Pattani Spirit L.L.C. and Teekay
Nordic Holdings Inc. (collectively, the "Initial TKO Assets") to
OPCO GP as a capital contribution;
(b) Teekay conveyed a 99.99% undivided interest in the Initial TKO
Assets to OPCO as a capital contribution; and
(c) OPCO GP conveyed its 0.01% interest in the Initial TKO Assets to
OPCO as a capital contribution.
C. Effective _______, 2006, Teekay conveys a 0.52% limited partner
interest in OPCO to MLP GP in part as a capital contribution and in part in
exchange for a $_________ note to Teekay from MLP GP (which represents 2.0% of
the total cash to be paid to Teekay from the IPO Proceeds) (the "GP Interest
Note").
D. Effective _________, 2006, each of the following transactions occur in
the following order in accordance with this Agreement:
1. Each of the entities listed on Schedule A files an election to be
disregarded for United States federal tax purposes.
Page 2
2. (a) MLP GP conveys the 0.52% limited partner interest in OPCO to MLP
(a) as an additional capital contribution to continue its 2.0% MLP
general partner interest; and (b) in exchange for (i) the Incentive
Distribution Rights and (ii) the assumption of the GP Interest Note
by MLP; and
(b) Teekay conveys its entire interest in OPCO GP and a 25.47%
limited partner interest in OPCO to MLP (a) as an additional capital
contribution to continue its 98.0% MLP limited partner interest and
(b) in exchange for a $___ million note (which represents 98.0% of
the total cash to be paid to Teekay from the IPO Proceeds) (the "LP
Interest Note," and together with the GP Interest Note, the
"Notes").
3. Teekay transfers all of its interests in MLP GP, MLP and OPCO after
the foregoing to TOH.
E. Effective _______, 2006, each of the following transactions occur in
accordance with this Agreement (or, with respect to E.2., an Underwriting
Agreement with respect to the Offering, dated December __, 2006, among MLP, the
underwriters of the Offering (the "Underwriters") and the other parties
thereto):
1. TOH's limited partner interest in MLP is converted to (a) 2,800,000
Common Units, representing a 14% limited partner interest, and (b)
9,800,000 Subordinated Units, representing a 49.0% limited partner
interest, for an aggregate 63.0% limited partner interest, and MLP
GP is issued 400,000 General Partner Units to represent its 2.0% MLP
general partner interest.
2. The public, through the Underwriters, contributes $_________ million
(the "IPO Proceeds") in cash to MLP in exchange for 7,000,000 Common
Units in MLP, representing a 35.0% limited partner interest.
3. MLP uses the IPO Proceeds (a) to pay the underwriting discounts and
commissions of $________ and (b) to pay other transaction expenses
incurred by MLP in connection with the Offering of approximately
$____ million and (c) with respect to the remaining IPO Proceeds to
repay the Notes.
4. The agreements of limited partnership and the limited liability
company agreements of the aforementioned entities are amended and
restated to the extent necessary to reflect the applicable matters
set forth above and in Article II and Article III of this Agreement.
Page 3
AGREEMENT
NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the Parties undertake and agree as follows:
ARTICLE I
DEFINITIONS; RECORDATION
1.1 DEFINITIONS. In addition to terms defined above or elsewhere in this
Agreement, the following capitalized terms have the meanings given below.
"Acts" shall mean collectively the Xxxxxxxx Islands LP Act and the
Xxxxxxxx Islands LLC Act.
"Assets" means the assets, rights and interests contributed and conveyed
(or intended so to be) as reflected in this Agreement.
"Common Units" has the meaning assigned to such term in the Partnership
Agreement.
"Effective Time" means the time when the transactions contemplated by this
Agreement are deemed to have been consummated.
"Incentive Distribution Rights" has the meaning assigned to such term in
the Partnership Agreement.
"Laws" means any and all laws, statutes, ordinances, rules or regulations
promulgated by a governmental authority, orders of a governmental authority,
judicial decisions, decisions of arbitrators or determinations of any
governmental authority or court.
"Offering" means the initial public offering and transfer of title of
7,000,000 Common Units by MLP to the public.
"Omnibus Agreement" means the Amended and Restated Omnibus Agreement dated
of even date herewith, among Teekay, Teekay GP L.L.C., Teekay LNG Partners L.P.
and Teekay LNG Operating L.L.C., and MLP GP, MLP, OPCO GP and OPCO.
"Partnership Agreement" means the First Amended and Restated Agreement of
Limited Partnership of MLP, as it may be amended from time to time.
"Registration Statement" means the registration statement on Form F-1
(File No. 333-___________) filed by MLP relating to the Offering, as may be
amended.
Page 4
"Subordinated Units" has the meaning assigned to such term in the
Partnership Agreement.
ARTICLE II
THE STRUCTURAL CONTRIBUTIONS
2.1 The Parties acknowledge and agree that the following actions hereby
occur effective ______, 2006.
2.1.1 CONTRIBUTION BY TEEKAY TO MLP GP OF A PARTIAL INTEREST IN
OPCO. Teekay's conveys a 0.52% limited partner interest in OPCO to MLP GP
in part as a capital contribution and in part in exchange for the issuance
to Teekay of the GP Interest Note by MLP GP.
2.2 The Parties acknowledge and agree that the following actions hereby
occur in the following order effective ______, 2006.
2.2.1 CONTRIBUTION BY MLP GP TO MLP OF ITS INTEREST IN OPCO. MLP GP
contributes its 0.52% limited partner interest in OPCO to MLP (a) as an
additional contribution to the capital of MLP to continue its 2.0% general
partner interest in MLP and (b) in exchange for (i) the Incentive
Distribution Rights in MLP and (ii) the assumption of the GP Interest Note
by MLP.
2.2.2 CONTRIBUTION BY TEEKAY TO MLP OF ITS OPCO GP INTEREST AND
CERTAIN LIMITED PARTNER INTERESTS IN OPCO. Teekay contributes its entire
interest in OPCO GP and a 25.47% limited partner interest in OPCO to MLP
(a) as an additional contribution to the capital of MLP to continue its
98.0% limited partner interest in MLP and (b) in exchange for the issuance
of the LP Interest Note by MLP.
2.2.3 CONTRIBUTION BY TEEKAY TO TOH OF ALL OF ITS REMAINING
INTEREST. Teekay contributes its entire remaining interests in MLP GP, MLP
and OPCO to TOH.
ARTICLE III
THE OFFERING AND CONCURRENT TRANSACTIONS
The Parties acknowledge and agree that each of the following transactions
hereby occur on ________, 2006 and concurrently with the closing of the
Offering.
3.1 CONVERSION OF TEEKAY'S LIMITED PARTNER INTEREST. MLP converts TOH's
limited partner interest in MLP into (a) 2,800,000 Common Units and
Page 5
(b) 9,800,000 Subordinated Units, and MLP issues MLP GP 400,000 General Partner
Units to represent MLP GP's 2.0% MLP general partner interest.
3.2 MLP RECEIPT OF CASH CONTRIBUTION. The Parties acknowledge MLP's
issuance of 7,000,000 Common Units in exchange for the IPO Proceeds in cash as a
capital contribution to MLP, and MLP's use of the IPO Proceeds (a) to pay the
Underwriters' discounts and commissions of $_________ (which may be withheld by
the Underwriters from the IPO Proceeds as payment thereof), (b) to pay other
Offering expenses incurred by MLP of approximately $__ million and (c) with
respect to the remaining IPO Proceeds, to repay the Notes.
ARTICLE IV
ASSUMPTION OF CERTAIN LIABILITIES
Notwithstanding anything to the contrary contained in this Agreement, none
of the Parties shall be deemed to have assumed, and none of the Assets have been
or are being contributed subject to, (a) any liens or security interests
securing consensual indebtedness covering any of the Assets or (b) any of the
liabilities covered by the indemnities set forth in the Omnibus Agreement to the
extent such liabilities are covered by such indemnities.
ARTICLE V
ADDITIONAL TRANSACTION
5.1 EXERCISE OF THE OVER-ALLOTMENT OPTION. The Parties agree that if the
Underwriters exercise their over-allotment option with respect to the Offering,
MLP shall redeem Common Units from TOH with the net proceeds therefrom after the
Underwriters' discount and commissions but before other expenses; the number of
Common Units redeemed equal to the number of Common Units for which the
Underwriters exercise their over-allotment option.
ARTICLE VI
TITLE MATTERS
6.1 ENCUMBRANCES.
(a) Except to the extent provided in Article IV or any other document
executed in connection with this Agreement or the Offering, including, without
limitation, the Omnibus Agreement, the contribution and conveyance (by operation
of law or otherwise) of the various Assets are made expressly subject to all
Laws of
Page 6
governmental authorities or tribunals having or asserting jurisdiction over the
Assets and operations conducted thereon or therewith, in each case to the extent
the same are valid and enforceable and affect the Assets.
(b) To the extent that certain jurisdictions in which the Assets are
located or deemed to be located may require that documents be recorded in order
to evidence the transfers of title reflected in this Agreement, then the
provisions set forth in Section 6.1(a) immediately above shall also be
applicable to the conveyances under such documents.
6.2 DISCLAIMER OF WARRANTIES; SUBROGATION; WAIVER OF BULK SALES LAWS.
(a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE
OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES
AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR
STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, THE
ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION,
THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B)
THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR
ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D)
THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING
WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT
EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING
INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT, EACH PARTY ACKNOWLEDGES
AND AGREES THAT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE
ASSETS, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO
Page 7
BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY
OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT, NONE OF THE
PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT,
EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT, EACH OF THE
PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
CONTRIBUTION OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE IN AN "AS IS," "WHERE
IS" CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED
SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL
SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE
CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH
RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN
EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT.
(b) To the extent that certain jurisdictions in which the Assets are
located or deemed to be located may require that documents be recorded in order
to evidence the transfers of title reflected in this Agreement, then the
disclaimers set forth in Section 6.2(a) immediately above shall also be
applicable to the conveyances under such documents.
(c) The contributions of the Assets made under this Agreement are made
with full rights of substitution and subrogation of the respective Parties
receiving such contributions, and all persons claiming by, through and under
such Parties, to the extent assignable, in and to all covenants and warranties
by the predecessors-in-title of the Parties contributing the Assets, and with
full subrogation of all rights accruing under applicable statutes of limitation
and all rights of action of warranty against all former owners of the Assets.
Page 8
(d) Each of the Parties agrees that the disclaimers contained in this
Section 6.2 are "conspicuous" disclaimers. Any covenants implied by Law by the
use of the words "grant," "convey," "bargain," "sell," "assign," "transfer,"
"deliver," or "set over" or any of them, or any other words used in this
Agreement or any exhibits hereto, are hereby expressly disclaimed, waived and
negated.
(e) Each of the Parties hereby waives compliance with any applicable bulk
sales law or any similar law in any applicable jurisdiction in respect of the
transactions contemplated by this Agreement.
ARTICLE VII
FURTHER ASSURANCES
7.1 FURTHER ASSURANCES. From time to time after the date hereof, 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 will 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 so to be and
(c) to more fully and effectively carry out the purposes and intent of this
Agreement.
7.2 POWER OF ATTORNEY. Each Party that has conveyed any Assets (the
"Conveyed Assets") as reflected by this Agreement (collectively, the "Conveying
Parties") hereby constitutes and appoints MLP GP (the "Attorney-in-Fact") its
true and lawful attorney-in-fact with full power of substitution for it and in
its name, place and stead or otherwise on behalf of the applicable Conveying
Party and its successors and assigns, and for the benefit of the
Attorney-in-Fact to demand and receive from time to time the Conveyed Assets
contributed and conveyed by this Agreement (or intended so to be) and to execute
in the name of the applicable Conveying Party and its successors and assigns
instruments of conveyance, instruments of further assurance and to give receipts
and releases in respect of the same, and from time to time to institute and
prosecute in the name of the applicable Conveying Party for the benefit of the
Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which
the Attorney-in-Fact may deem proper in order to (a) collect, assert or enforce
any claims, rights or titles of any kind in and to the Conveyed Assets, (b)
defend and compromise any and all actions, suits or proceedings in respect of
any of the Conveyed Assets, and (c) do any and all such acts and things in
furtherance of this
Page 9
Agreement as the Attorney-in-Fact shall deem advisable. Each Conveying Party
hereby declares that the appointment hereby made and the powers hereby granted
are coupled with an interest and are and shall be irrevocable and perpetual and
shall not be terminated by any act of any Conveying Party or its successors or
assigns or by operation of law.
7.3 OTHER ASSURANCES. From time to time after the date hereof, and without
any further consideration, each of the Parties shall execute, acknowledge and
deliver all such additional instruments, notices and other documents, and will
do all such other acts and things, all in accordance with applicable Law, as may
be necessary or appropriate to more fully and effectively carry out the purposes
and intent of this Agreement. It is the express intent of the Parties that MLP
or its subsidiaries own all assets necessary to operate the Assets that are
identified in this Agreement and in the Registration Statement. To the extent
any assets were not identified but are necessary to the operation of such Assets
that were identified, then the intent of the Parties is that all such
unidentified assets are intended to be conveyed to the appropriate Parties to
this Agreement or their subsidiaries. To the extent such assets are identified
at a later date, the Parties shall take the appropriate actions required in
order to convey all such assets to the appropriate Parties to this Agreement or
their subsidiaries. Likewise, to the extent that assets are identified at a
later date that were not intended by the parties to be conveyed as reflected in
this Agreement or the Registration Statement, the Parties shall take the
appropriate actions required in order to convey all such assets to the
appropriate party.
ARTICLE VIII
MISCELLANEOUS
8.1 ORDER OF COMPLETION OF TRANSACTIONS. The transactions provided for in
Articles II, III and V of this Agreement shall be completed on the dates
specified in this Agreement and in the following order:
First, the transactions provided for in Article II shall be completed in
the order set forth therein;
Second, the transactions provided for in Article III shall be completed in
the order set forth therein; and
Fourth, the transactions provided for in Article V shall be completed in
the order, if any, set forth therein.
8.2 CONSENTS; RESTRICTION ON ASSIGNMENT. If there are prohibitions against
or conditions to the contribution and conveyance of one or more of the Assets
without the prior written consent of third parties, including, without
limitation, governmental
Page 10
agencies (other than consents of a ministerial nature which are normally granted
in the ordinary course of business), which if not satisfied would result in a
breach of such prohibitions or conditions or would give an outside party the
right to terminate rights of the Party to whom the applicable Assets were
intended to be conveyed (the "Beneficial Owner") with respect to such portion of
the Assets (herein called a "Restriction"), then any provision contained in this
Agreement to the contrary notwithstanding, the transfer of title to or interest
in each such portion of the Assets (herein called the "Restriction Asset")
pursuant to this Agreement shall not become effective unless and until such
Restriction is satisfied, waived or no longer applies. When and if such a
Restriction is so satisfied, waived or no longer applies, to the extent
permitted by applicable Law and any applicable contractual provisions, the
assignment of the Restriction Asset subject thereto shall become effective
automatically as of the Effective Time (in the appropriate order indicated by
Section 8.1), without further action on the part of any Party. Each of the
applicable Parties that were involved with the conveyance of a Restriction Asset
agree to use commercially reasonable efforts to obtain on a timely basis
satisfaction of any Restriction applicable to any Restriction Asset conveyed by
or acquired by any of them. The description of any portion of the Assets as a
"Restriction Asset" shall not be construed as an admission that any Restriction
exists with respect to the transfer of such portion of the Assets. In the event
that any Restriction Asset exists, the applicable Party agrees to continue to
hold such Restriction Asset in trust for the exclusive benefit of the applicable
Party to whom such Restriction Asset was intended to be conveyed and to
otherwise use commercially reasonable efforts to provide such other Party with
the benefits thereof, and the party holding such Restriction Asset will enter
into other agreements, or take such other action as it may deem necessary, in
order to ensure that the applicable Party to whom such Restriction Asset was
intended to be conveyed has the assets and concomitant rights necessary to
enable the applicable Party to operate such Restriction Asset in all material
respects as it was operated prior to the Effective Time. Furthermore, in such
event the applicable Party to whom such Restriction Asset was intended to be
conveyed agrees to assume such liabilities and perform such obligations relating
to such Restriction Asset as if it had been conveyed at the Effective Time.
8.3 COSTS. MLP shall pay any and all sales, use and similar taxes arising
out of the contributions, conveyances and deliveries to be made hereunder, and
shall pay all documentary, filing, recording, transfer, deed, and conveyance
taxes and fees required in connection therewith. In addition, MLP shall be
responsible for all costs, liabilities and expenses (including, without
limitation, court costs and reasonable attorneys' fees) incurred in connection
with the satisfaction or waiver of any Restriction pursuant to Section 8.2 to
the extent such Restriction was disclosed to MLP on or before the date of this
Agreement.
Page 11
8.4 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 and not to any
particular provision of this Agreement. All references herein to Articles and
Sections shall, unless the context requires a different construction, be deemed
to be references to the Articles and Sections of this Agreement, respectively.
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.
8.5 SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns.
8.6 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.
8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
8.8 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the state of New York, United States of America,
applicable to contracts made and to be performed wholly within such jurisdiction
without giving effect to conflict of law principles thereof other than Section
5-1401 of the New York General Obligations Law, except to the extent that it is
mandatory that the law of some other jurisdiction, wherein the Assets are
located, shall apply.
8.9 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 governmental body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire
Agreement. Instead, this
Page 12
Agreement shall be construed as if it did not contain the particular provision
or provisions held to be invalid, and an equitable adjustment shall be made and
necessary provision added so as to give effect, as nearly as possible, to the
intention of the Parties as expressed in this Agreement at the time of execution
of this Agreement.
8.10 DEED; XXXX OF SALE; ASSIGNMENT. To the extent required and permitted
by applicable Law, this Agreement shall also constitute a "deed," "xxxx of sale"
or "assignment" of the Assets.
8.11 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties hereto.
8.12 INTEGRATION. This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether
oral or written, with respect to its subject matter hereof. 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.
[Remainder of Page Intentionally Left Blank]
Page 13
IN WITNESS WHEREOF, this Contribution, Conveyance and Assumption Agreement
has been duly executed by the parties set forth below.
TEEKAY SHIPPING CORPORATION, a
Xxxxxxxx Islands corporation
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
TEEKAY OFFSHORE GP L.L.C., a
Xxxxxxxx Islands limited liability company
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief
Financial Officer
TEEKAY OFFSHORE PARTNERS L.P., a
Xxxxxxxx Islands limited partnership
By: Teekay Offshore GP L.L.C., its general
partner
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief
Financial Officer
TEEKAY OFFSHORE OPERATING GP
L.L.C., a Xxxxxxxx Islands limited liability
company
By: Teekay Shipping Corporation, its sole
member (before its contribution to MLP)
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
Page 14
TEEKAY OFFSHORE OPERATING GP
L.L.C., a Xxxxxxxx Islands limited liability
company
By: Teekay Offshore Partners L.P., its sole
member (after its contribution to MLP)
By: Teekay Offshore GP L.L.C., its general
partner
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief
Financial Officer
TEEKAY OFFSHORE OPERATING L.P.,
a Xxxxxxxx Islands limited partnership
By: Teekay Offshore GP L.L.C., its general
partner
By: Teekay Shipping Corporation, its sole
member (before its contribution to MLP)
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
Page 15
TEEKAY OFFSHORE OPERATING L.P.,
a Xxxxxxxx Islands limited partnership
By: Teekay Offshore GP L.L.C., its general
partner
By: Teekay Offshore Partners L.P., its sole
member (after its contribution to MLP)
By: Teekay Offshore GP L.L.C., its general
partner
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief
Financial Officer
TEEKAY OFFSHORE HOLDINGS L.L.C.,
a Xxxxxxxx Islands limited liability company
By: Teekay Shipping Corporation, its sole
member
By: ________________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
Page 16
