0001193125-14-167679 Sample Contracts

Private & Confidential Execution version
Secured Term Loan Facility Agreement • April 29th, 2014 • Teekay Offshore Partners L.P. • Water transportation

Each of the Facility Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, a term loan facility of up to three hundred and thirty million Dollars ($330,000,000)) for the (i) refinancing of the purchase of the Vessel, and (ii) the general corporate purposes of members of the relevant Group.

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TEEKAY SHUTTLE TANKER FINANCE L.L.C. 4.91% SERIES A SENIOR SECURED NOTES DUE 2023 4.96% SERIES B SENIOR SECURED NOTES DUE 2023 NOTE PURCHASE AGREEMENT DATED SEPTEMBER 10, 2013
Note Purchase Agreement • April 29th, 2014 • Teekay Offshore Partners L.P. • Water transportation • New York

TEEKAY SHUTTLE TANKER FINANCE L.L.C., a Marshall Islands limited liability company, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and collectively the “Purchasers”) and the Collateral Agent as follows:

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