Teekay Offshore Partners L.P. Teekay Offshore Finance Corp. Underwriting AgreementUnderwriting Agreement • May 30th, 2014 • 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”) and Teekay Offshore Finance Corp., a corporation incorporated under the laws of the Marshall Islands (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose 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, $275,000,000 aggregate principal amount of their 6.00% Senior Notes due 2019 (the “Initial Notes”). The Issuers also propose to grant to the Underwriters an option to purchase up to $41,250,000 aggregate principal amount of additional 6.00% Senior Notes due 2019 (the “Option Notes;” the Initial Notes and the Option Notes being hereinafter collectively referred to as the “Notes”). The Notes are to be issued under a Base Indenture (the “Base Indenture”) dated as of May 30, 2014, by and among the Issuers and The Bank
ContractFirst Supplemental Indenture • May 30th, 2014 • Teekay Offshore Partners L.P. • Water transportation • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 30, 2014, among Teekay Offshore Partners L.P., a limited partnership duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), Teekay Offshore Finance Corp., a corporation duly organized under the laws of the Republic of the Marshall Islands (the “Co-Issuer” and, together with the Company, the “Issuers” and each individually as “Issuer”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
