SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANYLimited Liability Company Agreement • November 22nd, 2017 • Teekay Corp • Deep sea foreign transportation of freight • Marshall Islands
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 25, 2017 (the “Effective Date”), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the “Company”), is by and among Teekay Holdings Limited, a Bermuda corporation (“TK”), and Brookfield TK TOGP L.P., a Bermuda limited partnership (“Brookfield”).
TEEKAY OFFSHORE PARTNERS L.P.Warrant Agreement • November 22nd, 2017 • Teekay Corp • Deep sea foreign transportation of freight • New York
WARRANT AGREEMENT, dated as of September 25, 2017, between TEEKAY OFFSHORE PARTNERS L.P., a Republic of the Marshall Islands limited partnership (as further defined below, the “Partnership”), and TEEKAY SHIPPING LIMITED, a Bermuda corporation (the “Investor”).
Trademark License AgreementTrademark License Agreement • November 22nd, 2017 • Teekay Corp • Deep sea foreign transportation of freight • New York
This Trademark License Agreement (this “Agreement”), dated as of September 25, 2017 (the “Effective Date”), is entered into by and between:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2017 • Teekay Corp • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 25, 2017, by and between TEEKAY OFFSHORE PARTNERS L.P., a Republic of The Marshall Islands limited partnership (the “Company”), BROOKFIELD TK TOLP L.P., a Bermuda limited partnership (the “Purchaser”) and TEEKAY CORPORATION, a Republic of The Marshall Islands corporation (“TK”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
MASTER SERVICES AGREEMENTMaster Services Agreement • November 22nd, 2017 • Teekay Corp • Deep sea foreign transportation of freight
This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2017, is by and among (i) Teekay Corporation, a Marshall Islands corporation (“TKC”), on behalf of itself and any of its Affiliates which, as of the date of this Agreement or at any time hereafter for as long as this Agreement remains in effect, will provide services to Teekay Offshore Partners L.P., a Marshall Islands limited partnership (“TOO”) and its Subsidiaries, (ii) TOO, on behalf of itself and its Subsidiaries, and (iii) for purposes of Sections 2.2, 4.3, 6.1, 8.2, 9.1 and Article 10, Brookfield TK TOLP L.P. (“Investor”), a Bermuda limited partnership. TKC, TOO and Investor are sometimes referred to as the “Parties”. Reference is made to that certain Investment Agreement, dated as of July 26, 2017, by and among Investor and TOO (the “Investment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Investment Agreement.
