EXHIBIT 10.5
AMENDMENT
TO
OMNIBUS AGREEMENT
This AMENDMENT TO OMNIBUS AGREEMENT (this "Amendment") is made and
entered into as of November __, 2005, by and among Teekay Shipping Corporation,
a Xxxxxxxx Islands corporation ("Teekay"), Teekay GP L.L.C., a Xxxxxxxx Islands
limited liability company (including any permitted successors and assigns under
the MLP Agreement (as defined in the Agreement, as defined below)) (the "General
Partner"), Teekay LNG Partners L.P., a Xxxxxxxx Islands limited partnership (the
"MLP"), and Teekay LNG Operating L.L.C., a Xxxxxxxx Islands limited liability
company (the "OLLC"). Capitalized terms that are not defined herein have the
meanings assigned to them in the Agreement.
RECITALS
A. The parties to this Amendment are parties to the Omnibus Agreement
dated as of May 10, 2005 (the "Agreement").
B. Section 7.6 of the Agreement provides that the Agreement may be
amended or modified by the written agreement of all the parties to the
Agreement; provided, however, that the MLP and the OLLC may not, without the
prior approval of the Conflicts Committee, agree to any amendment or
modification of the Agreement that, in the reasonable discretion of the General
Partner, will adversely affect the holders of common units of the MLP.
C. The parties to the Agreement desire to amend and modify it as set
forth in this Amendment, and the Conflicts Committee has approved this
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO OMNIBUS AGREEMENT
The parties hereby amend and modify the Agreement by:
(a) Changing the references to "the Closing Date (as defined herein)"
in the introductory paragraph and to "the Closing Date" on the signature page,
in each case to "May 10, 2005".
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(b) Deleting the definitions of "Closing Date" and "Contribution
Agreement" in their entirety in Section 1.1 of the Agreement, and by
substituting in lieu thereof the following definitions in Section 1.1:
"Closing Date" means (a) with respect to the Purchase
Agreement and all assets and matters related thereto, the date of the
closing of the public offering of common units representing limited
partner interests in the MLP under the MLP's registration statement on
Form F-1 filed with the U.S. Securities and Exchange Commission on
November __, 2005 and (b) for all other purposes, May 10, 2005, the
date of the closing of the initial public offering of common units
representing limited partner interests in the MLP.
"Contribution Agreements" means, collectively, (a) that
certain Contribution, Conveyance and Assumption Agreement, dated as of
May 10, 2005, among Teekay, the General Partner, the MLP, the OLLC and
Teekay Shipping Spain, S.L., together with the additional conveyance
documents and instruments contemplated or referenced thereunder, and
(b) the Purchase Agreement.
(c) Replacing all references to the "Contribution Agreement" with the
plural "Contribution Agreements" and replacing all references to "the Closing
Date" with "the applicable Closing Date."
(d) Inserting the following definition into Section 1.1 of the
Agreement:
"Purchase Agreement" means that certain Purchase Agreement
between Teekay and the MLP relating to the sale and purchase of the
entire ownership interest in, and all promissory notes issued by,
African Spirit L.L.C., Asian Spirit L.L.C. and European Spirit L.L.C.,
each a limited liability company formed under the laws of the Republic
of the Xxxxxxxx Islands, together with the additional conveyance
documents and instruments contemplated or referenced thereunder.
2. EFFECT ON OMNIBUS AGREEMENT
Except as specifically amended and modified by this Amendment, the
terms and provisions of the Agreement remain unchanged and in full force and
effect. All references in the Agreement or otherwise to the Agreement shall
hereinafter refer to the Agreement as amended and modified by this Amendment.
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3. MISCELLANEOUS
(a) This Amendment shall be subject to and governed by the laws of
the State of New York, excluding any conflicts-of-law rule or principle that
might refer the construction or interpretation of this Amendment to the laws of
another jurisdiction.
(b) The descriptive headings contained in this Amendment are included
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Amendment.
(c) This Amendment may be signed in two or more counterparts, and by
the different parties hereto in separate counterparts, each of which shall be
deemed an original, and all of which, taken together, shall be deemed one and
the same document.
[Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment to Omnibus
Agreement on, and effective as of, the date first written above.
TEEKAY SHIPPING CORPORATION
By:
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
TEEKAY GP L.L.C.
By:
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief
Financial Officer
TEEKAY LNG OPERATING L.L.C.
By: Teekay LNG Partners L.P.,
its sole member
By: Teekay GP L.L.C.,
its general partner
By:
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and
Chief Financial Officer
TEEKAY LNG PARTNERS L.P.
By: Teekay GP L.L.C., its general partner
By:
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and
Chief Financial Officer
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