Prospectus Securities Note for FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 Arranger: Oslo, 12 May 2011 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 Important information* The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. Finanstilsynet has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to listing of the Loan. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Arranger are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Finanstilsynet implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Arranger to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Borrower or the Arranger to receive copies of the Securities Note. *The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the securities". Prepared in cooperation with DnB NOR Markets 2 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 Index: 1 Risk Factors... 4 2 Persons Responsible... 6 3 Detailed information about the securities... 7 4 Additional Information... 16 5 Appendix 1: Bond agreement... 17 6 Appendix 2: Letter Agreement Terminating Guarantee... 17 Prepared in cooperation with DnB NOR Markets 3 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 1 Risk Factors The Issuer believes that the factors described below represent the principal market risks inherent in investing in the Loan, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Bonds may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Bonds are exhaustive. Prospective investors should also read the detailed information set out in the Registration Document dated 12 May 2011 and reach their own views prior to making any investment decision. Risk related to the market in general All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are four main risk factors that sum up the investors' total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific). Liquidity risk is the risk that a party interested in trading bonds cannot do it because nobody in the market wants to trade the bonds. Missing demand for the bonds may result in a loss for the bondholder. Interest rate risk is the risk that results from the variability of the NIBOR interest rate. The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 3 year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. Settlement risk is the risk that the settlement of bonds does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds. Market risk is the risk that the value of the bonds will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to bonds with a longer tenor and/or with a fixed coupon rate. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines. Factors which are material for the purpose of assessing the market risks associated with Bond The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; Prepared in cooperation with DnB NOR Markets 4 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 (ii) (iii) (iv) (v) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Risk related to Bonds in general Modification and Waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. The conditions of the Bonds also provide that the Bond Trustee may: Except as provided for in Bond Agreement clause 17.1.5, reach decisions binding for all Bondholders concerning the Bond Agreement, including amendments to the Bond Agreement and waivers or modifications of certain provisions, which in the opinion of the Bond Trustee, do not have a Material Adverse Effect on the rights or interests of the Bondholders pursuant to the Bond Agreement. Except as provided for in the Bond Agreement clause 17.1.5, reach decisions binding for all Bondholders in circumstances other than those mentioned in the Bond Agreement clause 17.1.3 provided prior notification has been made to the Bondholders. The Bond Trustee may not reach a decision binding for all Bondholders in the event that any Bondholder submits a written protest against the proposal within a deadline set forth in the Bondholder notification. not reach decisions pursuant to the Bond Agreement clauses 17.1.3 or 17.1.4 for matters set forth in the Bond Agreement clause 16.3.5 except to rectify obvious incorrectness, vagueness or incompleteness. not adopt resolutions which may give certain Bondholders or others an unreasonable advantage at the expense of other Bondholders. Prepared in cooperation with DnB NOR Markets 5 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 2 Persons Responsible 2.1 Persons responsible for the information Persons responsible for the information given in the Securities Note are: Teekay Offshore Partners L.P., 4 th floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda 2.2 Declaration by persons responsible Responsibility statement: This prospectus has been prepared by Teekay Offshore Partners L.P. with a view to providing a description of relevant aspects of Teekay Offshore Partners L.P. in connection with the Bond Issue and an investment therein. We confirm, taken all reasonable care to ensure that such is the case, that the information contained in the prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Hamilton (Bermuda), 12 May 2011 Teekay Offshore Partners L.P. Peter Evensen Chief Executive Officer and Chief Financial Officer Prepared in cooperation with DnB NOR Markets 6 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 3 Detailed information about the securities ISIN code: NO 0010591423 The Loan/The Reference Name/The Bonds: Borrower/Issuer: Group: Security Type: "FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013. Teekay Offshore Partners L.P., registered in the Marshall Islands Register of Companies with registration number 950010 The Issuer and its Subsidiaries, and a Group Company means the Issuer or any of its Subsidiaries. Bond issue with floating rate. Borrowing Limit Tap Issue: NOK 1,000,000,000 Borrowing Amount/First Tranche: NOK 600,000,000 Denomination Each Bond: NOK 500,000 - each and ranking pari passu among themselves. Securities Form: The Bonds are electronic registered in book-entry form with the Securities Depository. Disbursement/Settlement/Issue Date: 29 November 2010. Interest Bearing From and Including: Interest Bearing To: Disbursement/Settlement/Issue Date. Maturity. Maturity: 29 November 2013. NIBOR 1 : Margin: Coupon Rate: Day Count Fraction - Coupon: Business Day Convention: Interest Rate Determination Date: Interest Rate Adjustment Date: Interest Payment Date: NIBOR 3 months. 4.75 % p.a. NIBOR + Margin, equal to 7.26 % p.a. for the interest period ending on 28 February 2011. Act/360 in arrears. If the relevant Interest Payment Date falls on a day that is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day (Modified Following Business Day Convention). 25 November 2010, and thereafter two Business Days prior to each Interest Payment Day. With effect from Interest Payment Date. Each 28 February (or 29 February if leap year), 29 May, 29 August and 29 November in each year and the Maturity Date. Any adjustment will be made according to the Business Day Convention. 1 See also; NIBOR-definition and "NIBOR-reference Banks" Prepared in cooperation with DnB NOR Markets 7 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 The first Interest Payment Date being 28 February 2011. #Days first term: Issue Price: Yield: Business Day: Put/Call options: 91 days. 100 % (par value). Dependent on the market price. On 10 May 2011 the yield is indicated to 6.67 % p.a. (NIBOR + 400 basis points). A day on which Norwegian commercial banks are open for general business, and when Norwegian banks can settle foreign currency transactions, being any day on which the Norwegian Central Bank s Settlement System is open. Upon the occurrence of a Change of Control each Bondholder shall have a right of pre-payment (a Put Option ) of its Bonds at a price of 100 % of par plus accrued and unpaid interest. The Put Option must be exercised within 60 days after the Issuer has given notification to the Bond Trustee and the Bondholders of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. The Put Option may be exercised by the Bondholders by giving written, irrevocable notice of the request to its account manager. The account manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be fifteen 15 Business Days following the date when the Paying Agent received the repayment request. On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be pre-paid, the principal amount of each such Bond and any unpaid interest accrued up to (but not including) the settlement date. Change of Control: Means (1) an event where: the Issuer ceases to hold, directly or indirectly, 100 % of the ownership and voting rights of Teekay Offshore Operating, L.P. (OPCO) without OPCO granting a guarantee; Or (2) an event where Teekay Corporation (a company incorporated in the Marshall Islands with Company No. 3521) ceases to hold, directly of indirectly, a minimum of 51 % of the ownership and voting rights of the GP. GP: Prepared in cooperation with DnB NOR Markets 63819-0009/LEGAL20260625.2 (a) Teekay Offshore GP L.L.C., a Marshall Islands limited liability company with Company No. 960881, which is the general partner of the Issuer, which is a limited partnership formed under the Marshall Islands Limited Partnership Act and governed by a limited partnership 8 of 19
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 agreement, or (b) any other subsequent general partner of the Issuer. Under such Act and partnership agreement, the GP manages the operations and activities of the Issuer. Guarantor: Guarantee: Guarantee Release Event: Teekay Offshore Operating L.P., registered in the Marshall Islands Register of Companies with registration number 950011. An unconditional and irrevocable on-demand payment guarantee from the Guarantor securing the Issuer s obligation which become due and payable under the Bond Agreement, plus interest and expenses. The Guarantee shall be discharged upon a Guarantee Release Event. An event where the Issuer holds, either directly or indirectly, 100% of the general and limited partnership interests of the Guarantor, provided that (i) at the time the Issuer acquires such 100% interest in the Guarantor no Default has occurred and is continuing and (ii) the Issuer does not effect such acquisition solely to cause the Guarantee Release Event. Guarantee Release: On 8 March 2011, the Issuer acquired the remaining 49 percent limited partner interest in the Guarantor. As the Issuer became the sole owner of the Guarantor, the conditions for the Guarantee Release Event were fulfilled. According to the Letter Agreement Terminating Guarantee, the Bond Trustee gave their consent to discharge the Guarantee on 5 April 2011. Amortisation: Redemption: Status of the Loan: The bonds will run without installments and be repaid in full at Maturity at par. Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18 1979 no 18, p.t. 3 years for interest rates and 10 years for principal. The Bonds shall be senior unsecured debt of the Issuer. The Bonds shall rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application and for other obligations that are mandatorily preferred by law) and shall rank ahead of subordinated debt. The Bonds are unsecured. Finance Documents: Encumbrance: (i) the Bond Agreement, (ii) any agreement between the Bond Trustee and the Issuer regarding fees and expenses payable to the Bond Trustee and (iii) any other document (whether creating a security interest or not) which is executed at any time by the Issuer in relation to any amount payable under this Bond Agreement. Any encumbrance, mortgage, pledge, lien, charge (whether fixed or floating), assignment by way of security, finance lease, sale and repurchase or sale and Prepared in cooperation with DnB NOR Markets 9 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 leaseback arrangement, sale of receivables on a recourse basis or security interest or any other agreement or arrangement having the effect of conferring security. Undertakings: During the term of the Loan the Issuer shall comply with the covenants in accordance with the Bond agreement clause 13.2, 13.3, 13.4 and 13.5, including but not limited to: 1. General covenants (a) Pari passu ranking The Issuer's obligations under this Bond Agreement and any other Finance Document shall at all times rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save for those whose claims that are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application and for other obligations that are mandatorily preferred by law applying to companies generally. (b) Mergers The Issuer shall not, and shall ensure that no Group Company shall, carry out any merger or other business combination or corporate reorganization involving consolidating the assets and obligations of any of the Group Companies with any other companies or entities not being a member of the Group if such transaction would have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the proposed transaction would not have a Material Adverse Effect. (c) De-mergers The Issuer shall not, and shall ensure that no Group Company shall, carry out any de-merger or other corporate reorganization involving splitting any Group Company into two or more separate companies or entities, if such transaction would have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the proposed transaction would not have a Material Adverse Effect. (d) Continuation of business (i) The Issuer shall not, and shall ensure that no Group Companies shall cease to carry out the general nature or scope of its business, if such cessation would have a Material Adverse Effect. (ii)the Issuer shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of this Bond Agreement, or as contemplated by this Bond Agreement. (e) Disposal of business The Issuer shall not, and shall ensure that no Group Companies shall, be entitled to sell or otherwise dispose of all or a substantial part of the Group s aggregate assets or operations, unless Prepared in cooperation with DnB NOR Markets 10 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 (i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and (ii) such transaction would not have a Material Adverse Effect. 2. Corporate and operational matters (a) Related party transactions The Issuer shall not engage in, or permit any member of the Group to engage in, directly or indirectly, any transaction with any affiliate of Teekay Corporation that is not a Group Company (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except (i) pursuant to existing agreements and arrangements with such affiliates or (ii) transactions that are (A) approved by a majority of the members of the conflicts committee of the board of directors of the GP, (B) on terms no less favorable to the Issuer or such Group member than those generally being provided to or available from unrelated third parties, (C) fair and reasonable to the Issuer or such Group member, taking into account the totality of the relationships between the Group and the other parties involved (including other transactions that may be particularly favorable or advantageous to the Group) or (D) immaterial in amount or significance to the Issuer or the Group. (b) Corporate status The Issuer shall not, and shall ensure that no Group Company changes its type of organization or jurisdiction of organization unless such change in type or jurisdiction of organization would not have a Material Adverse Effect. Notwithstanding the foregoing, no change shall be made to the Issuer s type of organization or jurisdiction of organization or incorporation without prior delivery to the Bond Trustee of legal opinions in a form and content acceptable to the Bond Trustee from local counsel acceptable to the Bond Trustee, confirming inter alia (i) that the Issuer is legally organized or incorporated (as applicable) and validly existing under their new jurisdictions of organization or incorporation, (ii) the execution by the Issuer of the Finance Documents and the enforceability of the Finance Documents will remain valid and enforceable under the new jurisdiction of organization or incorporation, (iii) that the Issuer has full partnership or corporate power and capacity to enter into and perform the duties under the Finance Documents under its new jurisdiction of organization or incorporation, and (iv) that there are no other consents, approvals, authorisations or orders required by the Issuer from any governmental or other regulatory agencies in the jurisdictions of organization or incorporation of the Issuer in connection with the Bonds and the performance by the Issuer of its obligations under the Finance Documents. (c) Compliance with laws The Issuer shall (and shall ensure that all Group Companies shall) comply in all material respects with all laws and regulations it or they may be subject to from time to time (including any environmental laws and regulations). Prepared in cooperation with DnB NOR Markets 11 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 (d) Litigations The Issuer shall, promptly upon becoming aware of them, send the Bond Trustee such relevant details of any: (i) material litigations, arbitrations or administrative proceedings which have been started by or against any Group Company; and (ii) other events which have occurred which have had or would reasonably be expected to have a Material Adverse Effect, as the Bond Trustee may reasonably request. 3. Financial covenants and listing: (a) Free liquidity The Issuer shall, at any time during the term of the Bonds, ensure that the Group on a consolidated basis maintains the following financial covenants: (i) aggregate Free Liquidity and undrawn committed revolving credit lines available to the Group (but excluding committed revolving credit lines with less than six months to maturity) of a minimum of USD 75,000,000; and (ii) the aggregate of such Free Liquidity and undrawn committed revolving credit lines shall not be less than 5% of Total Debt. (b) Listing of Issuer's common units The Issuer shall ensure that the Issuer's common units remain listed on the New York Stock Exchange or an other recognized stock exchange. Definitions: Material Adverse Effect means a material adverse effect on: (a) the business, financial condition or operations of the Issuer and/or the Group taken as a whole, (b) the Issuer s ability to perform and comply with its obligations under the Finance Documents; or (c) the validity or enforceability of the Bond Agreement. Free Liquidity means, at any time, cash, cash equivalents and marketable securities (with investment grade rating from S&P and/or Moody's Investors Service) of maturities less than one (1) year, to which the Group shall have free, immediate and direct access each as reflected in the Issuer s most recent quarterly, consolidated financial statements. For the avoidance of doubt, Free Liquidity shall not be subject to any encumbrance. Listing: At Oslo Børs. An application for listing was sent on 21 December 2010. Listing will take place as soon as possible after the prospectus has been approved by Finanstilsynet. Purpose: General partnership purposes including repayment of existing credit facility debt. Prepared in cooperation with DnB NOR Markets 12 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 NIBOR: NIBOR Reference Rate: Approvals: The rate for an interest period will be the rate for deposits in Norwegian Kroner for a period as defined under Bond Reference Rate which appears on the Reuters Screen NIBR Page as of 12.00 noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date. If such rate does not appear on the Reuters Screen NIBR Page, the rate for that Interest Payment Date will be determined as if the Bond Reference Rate is 3 months NIBOR Reference Rate as the applicable floating rate option. The rate for an interest period will be determined on the basis of the rates at which deposits in Norwegian Kroner are offered by four large authorised exchange banks in the Oslo market (the Reference Banks ) at approximately 12.00 noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date to prime banks in the Oslo interbank market for a period as defined under Bond Reference Rate commencing on that Interest Payment Date and in a representative amount. The Bond Trustee will request the principal Oslo office of each Reference Bank to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Payment Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Payment Date will be the arithmetic mean of the rates quoted by major banks in Oslo, selected by the Bond Trustee, at approximately 12.00 noon, Oslo time, on that Interest Payment Date for loans in Norwegian Kroner to leading European banks for a period as defined under Bond Reference Rate commencing on that Interest Payment Date and in a representative amount. The Bonds will be issued in accordance with the approval of the board of directors of the Issuer s general partner dated 8 November and 12 November 2010. The prospectus will be sent to Oslo Børs for control in relation to a listing application of the bonds. Bond Agreement: The Bond Agreement has been entered into by the Borrower and the Bond Trustee. The Bond Agreement regulates the Bondholder s rights and obligations with respect to the bonds. The Bond Trustee enters into the Bond Agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Bond Agreement is available through the Arranger or from the Borrower. Letter Agreement Terminating Guarantee: Bondholders meeting: An agreement between the Guarantor and the Bond Trustee regarding discharge of the Guarantee. At the Bondholders meeting each Bondholder has one vote for each bond he owns. In order to form a quorum, at least half (1/2) of the aggregate principal amount of the Voting Bonds must be Prepared in cooperation with DnB NOR Markets 13 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 represented at the Bondholders' meeting. See also Clause 16.4 in the Bond agreement. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, except as set forth below. In the following matters, approval of at least 2/3 of the votes is required: a) amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price and other terms and conditions directly affecting the cash flow of the bonds; b) transfer of rights and obligations of the Bond Agreement to another issuer, or c) change of Bond Trustee. (For more details, see also Bond agreement clause 16) Availability of the Documentation: Bond Trustee: https://www.dnbnor.no/bedrift/markets/dcm/emisjoner/ Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond agreement and applicable laws and regulations which are relevant to the terms of the Bond agreement, including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and received in its capacity as Bond Trustee (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange Bondholders meetings, and make the decisions and implement the measures resolved pursuant to the Bond agreement. The Bond Trustee is not obligated to assess the Issuer s financial situation beyond what is directly set forth in the Bond agreement. (For more details, see also Bond agreement clause 17) Arranger: DnB NOR Markets, Stranden 21, N-0021 Oslo, Norway. Paying Agent: DnB NOR Bank ASA, Verdipapirservice, Stranden 21, N- 0021 Oslo, Norway. Calculation Agent: Securities Depository: The Bond Trustee. The Securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. On Disbursement Date the Securities Depository is the Norweigan Central Securities Depository ( VPS ), P.O. Box 4, 0051 OSLO. Restrictions on the free transferability: Bondholders that are U.S. persons or located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Prepared in cooperation with DnB NOR Markets 14 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or otherwise. Market-Making: Reuters: Legislation under which the Securities have been created: Fees and Expenses: Prospectus: There is no market-making agreement entered into in connection with the Bond Issue. Financial information electronically transmitted by the news agency Reuters Norge AS. Norwegian law. The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. The Registration Document dated 12 May 2011 and this Securities Note dated 12 May 2011 Prepared in cooperation with DnB NOR Markets 15 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 4 Additional Information The involved persons in the Issuer have no interest, nor conflicting interests that are material to the Bond Issue. The Issuer has mandated DnB NOR Bank ASA as Arranger for the issuance of the Loan. The Arranger has acted as advisor to the Issuer in relation to the pricing of the Loan. Listing of the Loan: The prospectus will be published in Norway. Fee for verification and approval of the Registration Document by Finanstilsynet: NOK 40,000 Fee for verification and approval of the Securities Note by Finanstilsynet: NOK 10,000 An application for listing was sent on 21 December 2010. Listing will take place as soon as possible subsequent to the approval of the prospectus. Listing fee for the Loan will be: NOK 22,500. Each bond is negotiable. Statement from the Arranger: DnB NOR Bank ASA has assisted the Borrower in preparing the prospectus. DnB NOR Bank ASA has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the Arranger expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Borrower or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this prospectus acknowledges that such person has not relied on the Arranger nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Prepared in cooperation with DnB NOR Markets 16 of 19 63819-0009/LEGAL20260625.2
Securities Note FRN Teekay Offshore Partners L.P. Senior Unsecured Bond Issue 2010/2013 ISIN NO 0010591423 5 Appendix 1: Bond agreement 6 Appendix 2: Letter Agreement Terminating Guarantee Prepared in cooperation with DnB NOR Markets 17 of 19 63819-0009/LEGAL20260625.2