FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.Teekay Offshore Partners L.P. • April 22nd, 2013 • Water transportation • Marshall Islands
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of [ ], 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:
Teekay Offshore Partners L.P. Underwriting Agreement [—] [—]% Series A Preferred Units Plus an option to purchase from the Partnership up to [—] additional Series A Preferred Units [—]% Cumulative Redeemable Preferred Units, Series A, Representing...Underwriting Agreement • April 22nd, 2013 • 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, [—] (the “Firm Units”) [—]% Cumulative Redeemable Preferred Units, Series A, each representing a limited partner interest in the Partnership (the “Series A Preferred Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to [—] additional Series A Preferred Units solely to cover overallotments, 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
