FORM OF THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.Agreement of Limited Partnership • April 13th, 2015 • Teekay Offshore Partners L.P. • Water transportation • Marshall Islands
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of April , 2015, 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:
DATED April 6, 2015 TEEKAY CORPORATION as Vendor and TEEKAY OFFSHORE PARTNERS L.P. as Purchaser PURCHASE AGREEMENT relating to the sale and purchase of the entire ownership interests in Knarr L.L.C. and Teekay Knarr ASPurchase Agreement • April 13th, 2015 • Teekay Offshore Partners L.P. • Water transportation
