Exhibit 2.1
  BOND AGREEMENT
  Teekay Offshore Partners L.P.
  Teekay Offshore Operating L.P.
   Norsk Tillitsmann ASA
   the Bondholders




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Norsk Tillitsmann ASA
 TABLE OF CONTENTS
 1 Interpretation
    
    
    32 The Bonds
    
    
    93 Listing
    
    
    104 Registration in a Securities Register
    
    
    105 Purchase and transfer of Bonds
    
    
    117 Representations and Warranties
    
    
    138 Status of the Bonds and security
    
    
    169 Interest
    
    
    1610 Maturity of the Bonds and Change of Control
    
    
    1711 Payments
    
    
    1712 Issuers acquisition of Bonds
    
    
    1913 Covenants
    
    
    1914 Fees and expenses
    
    
    2315 Events of Default
    
    
    2316 Bondholders meeting
    
    
    2617 The Bond Trustee
    
    
    2818 Miscellaneous
    
    
    30
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Norsk Tillitsmann ASA
  (1)
    
    Teekay Offshore Partners L.P. (a limited partnership organized in the
Marshall Islands with Company No. 950010), as issuer (the Issuer),(2)
    
    Teekay Offshore Operating L.P. (a limited partnership organized in Marshall
Islands with Company No. 950011) as guarantor (the Guarantor), and(3)
    
    Norsk Tillitsmann ASA (a company incorporated in Norway with Company No.
963 342 624), as bond trustee (the Bond Trustee).
 1
    
    Interpretation1.1
    
    DefinitionsIn this Bond Agreement the following terms shall have the following meanings (certain
terms relevant for Clauses 13 and 18.2 and other Clauses may be defined in the relevant
Clause):Account Manager means a Bondholders account manager in the Securities Register.Attachment means any attachments to this Bond Agreement.Bond Agreement means this bond agreement, including any Attachments to which it refers,
and any subsequent amendments and additions agreed between the Parties.Bond Issue means the bond issue constituted by the Bonds.Bond Reference Rate means 3 months NIBOR.Bondholder means a holder of Bond(s), as registered in the Securities Register, from
time to time.Bondholders Meeting means a meeting of Bondholders, as set forth in Clause 16.Bonds means the securities issued by the Issuer pursuant to this Bond Agreement,
representing the Bondholders underlying claim on the Issuer.Business Day means any 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.
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Norsk Tillitsmann ASA
 Business Day Convention means that 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).Change of Control Event means:
 (1)
    
    an event where:
 (i)
    
    before the Guarantee Release Event has occurred, the Issuer
ceases to hold, directly or indirectly, a minimum of 51 % of the ownership and
voting rights of the Guarantor; and(ii)
    
    after the Guarantee Release Event has occurred, the Issuer
ceases to hold, directly or indirectly, 100 % of the ownership and voting
rights of the Guarantor without the Guarantor granting a new Guarantee;
 or(2)
    
    an event where Teekay Corporation (a company incorporated in the Marshall
Islands with Company No. 3521) ceases to hold, directly or indirectly, a minimum of
51% of the ownership and voting rights of the GP.
 Costs means all costs, expenses, disbursements, payments, charges, losses, demands,
claims, liabilities, penalties, fines, damages, judgments, orders, sanctions, fees
(including travel expenses, VAT, court fees and legal fees) and any other outgoings of
whatever nature.Default means an Event of Default or any event or circumstance specified in Clause 15.1
(Events of Default) which would (with the giving of notice, lapse of time, determination
of materiality or the fulfillment of any other applicable condition or any combination of
the foregoing) be an Event of Default under any Finance Document.Encumbrance means any encumbrance, mortgage, pledge, lien, charge (whether fixed or
floating), assignment by way of security, finance lease, sale and repurchase or sale and
leaseback arrangement, sale of receivables on a recourse basis or security interest or any
other agreement or arrangement having the effect of conferring security.Event of Default means the occurrence of an event or circumstance specified in Clause
15.1.Exchange means securities exchange or other reputable marketplace for securities, on
which the Bonds are listed, or where the Issuer has applied for listing of the Bonds.Finance Documents means (i) this Bond Agreement, (ii) the agreement between the Bond
Trustee and the Issuer referred to in Clause 14.2, (iii) the Guarantee and (iv) any other
document (whether creating a security interest or not) which is
executed at any time by the Issuer or any other Obligor in relation to any amount payable
under this Bond Agreement.
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Norsk Tillitsmann ASA
 Financial Indebtedness means any indebtedness incurred in respect of:
 (a)
    
    moneys borrowed, including acceptance credit;(b)
    
    any bond, note, debenture, loan stock or other similar instrument;(c)
    
    the amount of any liability in respect of any lease, hire purchase contract
which would, in accordance with GAAP, be treated as a finance or capital lease;(d)
    
    receivables sold or discounted (other than any receivables sold on a
non-recourse basis);(e)
    
    any sale and lease-back transaction, or similar transaction which is
treated as indebtedness under GAAP;(f)
    
    the acquisition cost of any asset to the extent payable after its
acquisition or possession by the party liable where the deferred payment is arranged
primarily as a method of raising finance or financing the acquisition of that asset;(g)
    
    any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price, including without
limitation currency or interest rate swaps, caps or collar transactions (and, when
calculating the value of the transaction, only the mark-to-market value shall be
taken into account);(h)
    
    any amounts raised under any other transactions having the commercial
effect of a borrowing or raising of money, whether recorded in the balance sheet or
not (including any forward sale of purchase agreement);(i)
    
    any counter-indemnity obligation in respect of a guarantee, indemnity,
bond, standby or documentary letter of credit or any other instrument issued by a
bank or financial institutions; and(j)
    
    (without double counting) any guarantee, indemnity or similar assurance
against financial loss of any person in respect of any of the items referred to in(
a) through (i) above.
 Financial Statements means the audited unconsolidated and consolidated annual accounts
and financial statements of the Issuer or the Guarantor (as the case may be) for any
financial year, drawn up according to GAAP, such accounts to include a profit and loss
account, balance sheet and cash flow statement.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.GAAP means the generally accepted accounting principles in the United States of America,
in force from time to time.GP means (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 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.
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Norsk Tillitsmann ASA
 Group means the Issuer and its Subsidiaries, and a Group Companymeans the Issuer or
any of its Subsidiaries.Guarantee means 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.Guarantee Release Event means 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.Guarantor Teekay Offshore Operating L.P., a limited partnership organized in the
Marshall Islands with Company No. 950011 and a Subsidiary of the Issuer.Interest Payment Date means 28 February (or 29 February if leap year), 29 May, 29 August
and 29 November each year and the Maturity Date. Any adjustment will be made according to
the Business Day Convention.ISIN means International Securities Identification Numbering system  the
identification number of the Bonds.Issue Date means 29 November 2010.Issuers Bonds means Bonds owned by the Issuer, any party or parties who has decisive
influence over the Issuer, or any party or parties over whom the Issuer has decisive
influence.Manager means the manager for the Bond Issue.Margin means 4.75 percentage points per annum.Material Adverse Effect means a material adverse effect on: (a) the business, financial
condition or operations of the Issuer and/or the Guarantor and/or the Group taken as a
whole, (b) the Issuers and/or the Guarantors ability to perform and comply with its
obligations under the Finance Documents; or (c) the validity or enforceability of the Bond
Agreement and the Guarantee.Material Subsidiary means:
 (i)
    
    any Subsidiary whose total consolidated assets represent at least 10 % of
the total consolidated assets of the Group, or(ii)
    
    any Subsidiary whose total consolidated revenues represent at least 10 % of
the total consolidated net sales of the Group.
 
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Norsk Tillitsmann ASA
 Maturity Date means 29 November 2013 or an earlier maturity date as provided for in this
Bond Agreement. Any further adjustment may be made according to the Business Day
Convention.NIBOR means that 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.NIBOR Reference Ratemeans that 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.NOK means Norwegian kroner, being the lawful currency of Norway.Obligors means the Issuer and/or the Guarantor, and Obligor means either of them.Outstanding Bonds means the aggregate value of the total number of Bonds not redeemed or
otherwise discharged.QIB means a qualified institutional buyer as defined in Rule 144A under the US
Securities Act.Party means a party to this Bond Agreement (including its successors and permitted
transferees).Paying Agent means any legal entity as appointed by the Issuer and approved by the Bond
Trustee who acts as paying agent on behalf of the Issuer with respect to the Bonds.Payment Date means a date for payment of principal or interest.
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 Quarter Date means each 31 March, 30 June, 30 September and 31 December.Quarterly Financial Reports means the unaudited unconsolidated and consolidated
financial statements of the Issuer as of each Quarter Date, drawn up according to GAAP,
such accounts to include a profit and loss account, balance sheet and cash flow statement.Securities Register means the securities register in which the Bond Issue is registered.Securities Register Act means the Norwegian Act relating to Registration of Financial
Instruments of 5 July 2002 No. 64.Semi-annually Financial Reports means the unaudited unconsolidated and consolidated
financial statements of the Guarantor as of each 30 June, drawn up according to GAAP, such
accounts to include a profit and loss account, balance sheet and cash flow statement.Subsidiarymeans an entity over which another entity or person has a determining
influence due to (i) direct and indirect ownership of shares or other ownership interests,
(ii) control of the general partner of any such other entity that is a limited partnership
and/or (iii) agreement, understanding or other arrangement. An entity shall always be
considered to be the subsidiary of another entity or person if such entity or person has
such number of shares or ownership interests so as to represent the majority of the votes
in the entity, or has the right to elect or dismiss a majority of the directors in the
entity.Tap Issue means subsequent issues after the Issue Date up to the maximum amount
described in Clause 2.2.1.Taxes means all present and future taxes, levies, imposts, duties, charges, fees,
deductions and withholdings, and any restrictions and or conditions resulting in a charge
together with interest thereon and penalties in respect thereof and Tax and Taxation
shall be construed accordingly.Total Debt means, at any time, on a consolidated basis of the Group, the aggregate of:
 (i)
    
    the amount calculated in accordance with GAAP shown as each of long term
debt, short term debt and current portion of long term debt on the latest
consolidated balance sheet of the Issuer; and(ii)
    
    the amount of any liability in respect of any lease or hire purchase
contract entered into by the Issuer or any of its Subsidiaries which would, in
accordance with GAAP, be treated as a finance or capital lease (excluding any amounts
applicable to leases to the extent that the lease obligations are secured by a
security deposit which is held on the balance sheet under restricted cash).
 US Person has the meaning ascribed to such term in Regulation S under the US Securities
Act.
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Norsk Tillitsmann ASA
 US Securities Act means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.USD means US Dollars, being the legal currency of the United States of America.Voting Bonds means the Outstanding Bonds less the Issuers Bonds.
 1.2
    
    ConstructionIn this Bond Agreement, unless the context otherwise requires:
 (a)
    
    headings are for ease of reference only;(b)
    
    words denoting the singular number shall include the plural and vice versa;(c)
    
    references to Clauses are references to the Clauses of this Bond Agreement;(d)
    
    references to a time is a reference to Oslo time unless otherwise stated
herein;(e)
    
    references to a provision of law is a reference to that provision as it may
be amended or re-enacted, and to any regulations made by the appropriate authority
pursuant to such law, including any determinations, rulings, judgments and other
binding decisions relating to such provision or regulation;(f)
    
    references to control means the power to appoint a majority of the board
of directors of the Issuer or to direct the management and policies of an entity,
whether through the ownership of voting capital, by contract or otherwise; and(h)
    
    references to a person shall include any individual, firm, partnership,
joint venture, company, corporation, trust, fund, body corporate, unincorporated body
of persons, or any state or any agency of a state or association (whether or not
having separate legal personality).
 2
    
    The Bonds2.1
    
    Binding nature of the Bond Agreement2.1.1
    
    The Bondholders are, through their subscription, purchase or other transfer of Bonds bound
by the terms of the Bond Agreement and other Finance Documents, and grant authority to the
Bond Trustee to finalize and execute the Bond Agreement on the Bondholders behalf as set out
in the subscription documents, term sheet, sales documents or in any other way, and all Bond
transfers are subject to the terms of this Bond Agreement and all Bond transferees are, in
taking transfer of Bonds, deemed to have accepted the terms of the Bond Agreement and the
other Finance Documents and will automatically become parties to the Bond Agreement upon the
completed transfer having been registered, without any further action required to be taken or
formalities to be complied with, see also Clause 18.1.2.1.2
    
    The Bond Agreement is available to anyone and may be obtained from the Bond Trustee or the
Issuer. The Issuer shall ensure that the Bond Agreement is available to the general public
throughout the entire term of the Bonds.2.2
    
    The Bonds
 
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Norsk Tillitsmann ASA
 2.2.1
    
    The Issuer has resolved to issue a series of Bonds in the maximum amount of NOK
1,000,000,000 (Norwegian kroner one billion). The Bond Issue may comprise one or more tranches
issued on different issue dates. The first tranche will be in the amount of NOK 600,000,000
(Norwegian kroner six hundred million).The Bonds will be in denominations of NOK 500,000 each and rank pari passu between
themselves.The Bond Issue will be described as FRN Teekay Offshore Partners L.P.
Senior Unsecured Bond Issue 2010/2013.The International Securities Identification Number (ISIN) of the Bond Issue will be NO 001
059142.3.The tenor of the Bonds is from and including the Issue Date to the Maturity Date.2.2.2
    
    The Bond Issue is a Tap Issue, under which subsequent issues may take place after Issue Date
up to the maximum amount described in Clause 2.2.1, running from the Issue Date and to be
closed no later than 5 Business Days prior to the Maturity Date.All Tap Issues will be subject to identical terms in all respects. The rights and
obligations of all parties to the Bond Agreement also apply for later Tap Issues. The Bond
Trustee will on the issuing of any additional Tap Issues make an addendum to the Bond
Agreement regulating the conditions for such Tap Issue.2.3
    
    Purpose and utilization2.3.1
    
    The net proceeds of the Bonds shall be employed for general partnership purposes, including
repayment of existing credit facility debt.3
    
    Listing3.1
    
    The Issuer shall apply for listing of the Bonds on Oslo Børs.3.2
    
    If the Bonds are listed, the Issuer shall ensure that the Bonds remain listed until they have
been discharged in full.4
    
    Registration in a Securities Register4.1
    
    The Bond Issue and the Bonds shall prior to disbursement be registered in the Securities
Register according to the Securities Register Act and the conditions of the Securities
Register.4.2
    
    The Issuer shall promptly arrange for notification to the Securities Register of any changes
in the terms and conditions of this Bond Agreement. The Bond Trustee shall receive a copy of
the notification.
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Norsk Tillitsmann ASA
 4.3
    
    The Issuer is responsible for the implementation of correct registration in the Securities
Register. The registration may be executed by an agent for the Issuer provided that the agent
is qualified according to relevant regulations.4.4
    
    The Bonds have not been registered under the US Securities Act, and the Issuer is under no
obligation to arrange for registration of the Bonds under the US Securities Act.5
    
    Purchase and transfer of Bonds5.1
    
    Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable and
may be pledged.5.2
    
    Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as
applicable from time to time under local laws to which a Bondholder may be subject (due e.g.
to its nationality, its residency, its registered address, its place(s) for doing business).
Each bondholder must ensure compliance with local laws and regulations applicable at own cost
and expense. Without limiting the generality of the foregoing:Bondholders that are US 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 US
Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within
the meaning of Rule 144A under the US Securities Act that is purchasing for its own
account, or the account of another QIB, to whom notice is given that the resale, pledge or
other transfer may be made in reliance on Rule 144A, (c) outside the United States in
accordance with Regulation S under the US Securities Act in a transaction on the Oslo
Børs, and (d) pursuant to an exemption from registration under the US Securities Act
provided by Rule 144 thereunder (if available).5.3
    
    Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to
mandatory restrictions applicable may nevertheless utilize its voting rights under this Bond
Agreement.6
    
    Conditions Precedent6.1
    
    Disbursement of the net proceeds of the first tranche of the Bonds to the Issuer will be
subject to the Bond Trustee having received the following documents, in form and substance
satisfactory to it, at least two Business Days prior to the Issue Date:
 (a)
    
    this Bond Agreement duly executed by all parties thereto;(b)
    
    the Guarantee duly executed by all parties thereto;(c)
    
    certified copies of all necessary corporate resolutions of the Issuer to
issue the Bonds and execute the Finance Documents to which it is a party, and of the
Guarantor to execute the Finance Documents to which it is a party;
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Norsk Tillitsmann ASA
 (d)
    
    a power of attorney from each Obligor to relevant individuals for their
execution of the relevant Finance Documents, or extracts from the relevant register
or similar documentation evidencing the individuals authorized to sign on behalf of
each Obligor;(e)
    
    certified copies of the Certificate of Formation for each Obligor,
respectively, evidencing that it is validly existing, and the partnership agreement
for each Obligor;(f)
    
    the latest Financial Statements for the Issuer, but not for the Guarantor,
and the Issuers latest Quarterly Financial Report;(g)
    
    confirmation that the requirements set forth in Chapter 7 of the Norwegian
Securities Trading Act (implementing the EU prospectus directive (2003/71 EC)
concerning prospectuses have been fulfilled;(h)
    
    to the extent necessary, any public authorisations required for the Bond
Issue;(i)
    
    confirmation from the Paying Agent that the Bonds have been registered in
the Securities Register;(j)
    
    written confirmation in accordance with Clause 7.3 (if required);(k)
    
    the agreement set forth in Clause 14.2, duly executed;(l)
    
    documentation on the granting of authority to the Bond Trustee as set out
in Clause 2.1 and copies of any written documentation made public by the Issuer or
the Manager in connection with the Bond Issue; and(m)
    
    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 each
Obligor is legally organised and validly existing under its jurisdiction of
organisation, (ii) the valid execution by each Obligor of the Finance Documents and
the enforceability of the Finance Documents, (iii) that each Obligor has full
partnership power and capacity to enter into and perform the duties under the Finance
Documents, and (iv) that there are no other consents, approvals, authorisations or
orders required by each Obligor from any governmental or other regulatory agencies in
the jurisdictions of organisation of each Obligor in connection with the issue and
offering of the Bonds and the performance by the Obligors of their respective
obligations under the Finance Documents..
 6.2
    
    The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements for
documentation as set forth in Clause 6.1.6.3
    
    Disbursement of the net proceeds from the Bonds is subject to the Bond Trustees written
notice to the Issuer, the Manager and the Paying Agent that the documents have been received
and that the required conditions precedent are fulfilled or have been waived.
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 6.4
    
    On the Issue Date, subject to receipt of confirmation from the Bond Trustee pursuant to
Clause 6.3, the Manager shall make the net proceeds from the first tranche of the Bond Issue
available to the Issuer.6.5
    
    The Issuer may issue Tap Issues provided that (i) the amount of the aggregate of (x) the
principal amount of Outstanding Bonds prior to such Tap Issue and (y) the requested amount for
such Tap Issue shall not exceed the maximum issue amount (ii) no Event of Default occurs or
would occur as a result of the making of such Tap Issue, (iii) the documents earlier received
by the Bond Trustee, c.f. Clause 6.1, are still valid, (iv) the representations and warranties
contained in this Bond Agreement being true and correct and repeated by the Issuer, and (v)
such Tap Issue is in compliance with laws and regulations as of the time of such issue.7
    
    Representations and Warranties7.1
    
    Each Obligor represents and warrants to the Bond Trustee (on behalf of the Bondholders) that:
 (a) Status
 (b) Power and authority
 (c) Valid, binding and enforceable obligations
 (d) Non-conflict with other obligations
 (e) No Event of Default
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 (f) Authorizations and consents
 (g) Litigation
 (h) Financial Statements
 (i) No undisclosed liabilities
 (j) No Material Adverse Effect
 (k) No misleading information
 (l) Environmental compliance
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 (m) Intellectual property
 (n) No withholdings
 (i)
    
    the Bondholder has some connection with the Taxing jurisdiction
other than merely holding the Bonds or receiving principal or interest payments
on the Bonds (such as citizenship, nationality, residence, domicile, or
existence of a business, a permanent establishment, a dependent agent, a place
of business or a place of management present or deemed present within the
Taxing jurisdiction); and(ii)
    
    any Tax imposed on, or measured by net income.
 (o) Pari passu ranking
 7.2
    
    The representations and warranties set out in Clause 7.1 shall apply for all Obligors and are
made on the execution date of this Bond Agreement, and shall be deemed to be repeated on the
Issue Date.7.3
    
    The Bond Trustee may prior to disbursement require a written statement from the Issuer or any
other Obligor confirming compliance with Clause 7.1.7.4
    
    In the event of misrepresentation, the applicable Obligor shall indemnify the Bond Trustee
for any economic losses suffered, both prior to the disbursement of the Bonds, and during the
term of the Bonds, as a result of its reliance on the representations and warranties provided
by such Obligor herein.
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 8
    
    Status of the Bonds and security8.1
    
    The Bonds shall be senior unsecured debt of the Issuer. The Bonds shall rank at least pari
passuwith all other senior unsecured 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.8.2
    
    The Bonds are unsecured.8.3
    
    The Guarantor has granted the Guarantee, securing the Issuers obligation according to the
Bond Agreement, plus interest and expenses. The Guarantee shall be discharged upon a Guarantee
Release Event.9
    
    Interest9.1
    
    The Issuer shall pay interest on the face value of the Bonds from, and including, the Issue
Date at the Bond Reference Rate plus the Margin (together the Floating Rate).9.2
    
    Interest payments shall be made in arrears on the Interest Payment Dates each year; the first
Interest Payment Date falls in February 2011.9.3
    
    The relevant interest payable amount shall be calculated based on a period from, and
including, one Interest Payment Date to, but excluding, the next following applicable Interest
Payment Date.9.4
    
    The day count fraction in respect of the calculation of the payable interest amount shall be
Actual/360, which refers to the actual number of days in the calculation period for which
interest is payable divided by 360.9.5
    
    The applicable Floating Rate on the Bonds is set/reset on each Interest Payment Date by the
Bond Trustee commencing on the Interest Payment Date at the beginning of the relevant
calculation period.When the interest rate is set for the first time and on subsequent interest rate resets,
the next Interest Payment Date, the interest rate applicable up to the next Interest
Payment Date and the actual number of calendar days up to that date shall be determined by
the Bond Trustee and promptly notified to the Bondholders, the Issuer, the Paying Agent,
and if the Bonds are listed, the Exchange.9.6
    
    The payable interest amount per Bond for a relevant calculation period shall be calculated as
follows:
 Interest
Amount
    
    =
    
    Face
Value
    
    x
    
    Floating
Rate
    
    x
    
    Floating Rate
Day Count Fraction
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 10
    
    Maturity of the Bonds and Change of Control10.1
    
    MaturityThe Bonds shall mature in full on the Maturity Date, and shall be repaid at par (100%) by
the Issuer.10.2
    
    Change of control10.2.1
    
    Upon the occurrence of a Change of Control Event 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.10.2.2
    
    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.10.2.3
    
    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.11
    
    Payments11.1
    
    Payment mechanics11.1.1
    
    The Issuer shall pay all amounts due to the Bondholders under the Bonds and this Bond
Agreements by crediting the bank account nominated by each Bondholder in connection with its
securities account in the Securities Register.11.1.2
    
    Payment shall be considered to have been made once the amount has been credited to the bank
which holds the bank account nominated by the Bondholder in question, but if the paying bank
and the receiving bank are the same, payment shall be considered to have been made once the
amount has been credited to the bank account nominated by the Bondholder in question, see
however Clause 11.2.11.2
    
    Currency11.2.1
    
    If the Bonds are denominated in currencies other than NOK, each Bondholder must provide the
Paying Agent (either directly or through its Account Manager) with specific payment
instructions, including foreign exchange bank account details. Depending on the currency
exchange settlement agreements between the
Bondholders bank and the Paying Agent, cash settlement may be delayed, in which case no
default interest or other penalty shall accrue for the amount of the Issuer.
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Norsk Tillitsmann ASA
 11.2.2
    
    Except as otherwise expressly provided, all amounts payable under this Bond Agreement and
any other Finance Document shall be payable in the same currency as the Bonds are denominated
in. If, however, the Bondholder has not given instruction as set out in Clause 11.2.1, within
5 Business Days prior to a Payment Date, the cash settlement will be exchanged into NOK and
credited to the NOK bank account registered with the Bondholders account in the Securities
Register.11.2.3
    
    Amounts payable in respect of costs, expenses, Taxes and other liabilities shall be payable
in the currency in which they are incurred.11.3
    
    Set-off and counterclaims11.3.1
    
    No Obligor may apply or perform any counterclaims or set-off against any payment obligations
pursuant to this Bond Agreement or any other Finance Document.11.4
    
    Interest in the event of late payment11.4.1
    
    In the event that payment of interest or principal is not made on the relevant Payment Date,
the unpaid amount shall bear interest from the Payment Date at an interest rate equivalent to
the interest rate according to Clause 9 plus 5.00 percentage points.11.4.2
    
    The interest charged under this Clause 11.4 shall be added to the defaulted amount on each
respective Interest Payment Date relating thereto until the defaulted amount has been repaid
in full.11.4.3
    
    The unpaid amounts shall bear interest as stated above until payment is made, whether or not
the Bonds are declared to be in default pursuant to Clause 15.1 (a), cf. Clauses 15.2  15.4.11.5
    
    Irregular payments11.5.1
    
    In case of interest payments made on a date other than the regularly scheduled payment date,
the Bond Trustee may instruct any Obligor or Bondholders of other payment mechanisms than
described in Clause 11.1 or 11.2 above. The Bond Trustee may also obtain payment information
regarding Bondholders accounts from the Securities Register or Account Managers.
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Norsk Tillitsmann ASA
 12
    
    Issuers acquisition of Bonds12.1
    
    The Issuer has the right to acquire and own Bonds (Issuers Bonds). The Issuers Bonds may at
the Issuers discretion be retained by the Issuer, sold or discharged.13
    
    Covenants13.1
    
    General13.1.1
    
    The Issuer has undertaken the covenants in this Clause 13 to the Bond Trustee (on behalf of
the Bondholders), as further stated below.13.1.2
    
    The covenants in this Clause 13 shall remain in force from the date of this Bond Agreement
and until such time that no amounts are outstanding under this Bond Agreement and any other
Finance Document, unless the Bond Trustee (or Bondholders by action at a Bondholders Meeting,
as the case may be), has agreed in writing to waive any covenant, and then only to the extent
of such waiver, and on the terms and conditions set forth in such waiver.13.2
    
    Information Covenants13.2.1
    
    The Issuer and, as applicable, the Guarantor shall
 (a)
    
    without being requested to do so, immediately inform the Bond Trustee of
any Default or Event of Default as well as of any circumstances which the Issuer
understands would reasonably be expected to lead to an Event of Default;(b)
    
    without being requested to do so, inform the Bond Trustee of any other
event which could reasonably be expected to have a Material Adverse Effect;(c)
    
    without being requested to do so, inform the Bond Trustee if the Issuer
intends to sell or dispose of all or a substantial part of its assets or operations,
or change the nature of its business;(d)
    
    without being requested to do so, produce Financial Statements annually and
Quarterly Financial Reports quarterly and make them available on its website in the
English language as soon as they become available, and not later than 120 days after
the end of the financial year and 60 days after the end of the relevant quarter, in
each case subject to any exemption, waiver or extension granted by Oslo Børs or
extension through amendment of the Oslo Børs listing rules;(e)
    
    ensure that the Guarantor shall, without being requested to do so, produce
Financial Statements annually and Semi-annually Financial Reports semi-annually and
make them available for the Bond Trustee for public distribution not later than 120
days after the end of the financial year and not later than 60 days after the end of
June 30 of each year, in each case subject to any exemption, waiver or extension
granted by Oslo Børs, until the Guarantee Release Date;
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Norsk Tillitsmann ASA
 (f)
    
    at the request of the Bond Trustee, report the balance of the Issuers
Bonds;(g)
    
    without being requested to do so, send a copy to the Bond Trustee of its
notices to the Exchange (if listed) which are of relevance for the Issuers
liabilities pursuant to this Bond Agreement;(h)
    
    without being requested to do so, inform the Bond Trustee of changes in the
registration of the Bonds in the Securities Register; and(i)
    
    within a reasonable time, provide such information about the Issuers
financial condition as the Bond Trustee may reasonably request.
 13.2.2
    
    The Issuer shall at the request of the Bond Trustee provide the documents and information
necessary to maintain the listing and quotation of the Bonds on the Exchange (if listed) and
to otherwise enable the Bond Trustee to carry out its rights and duties pursuant to this Bond
Agreement and the other Finance Documents, as well as applicable laws and regulations.13.2.3
    
    The Issuer shall in connection with the issue of its Financial Statements under Clause
13.2.1. (d), confirm to the Bond Trustee in writing the Issuers compliance with the covenants
in Clause 13. Such confirmation shall be undertaken in a compliance certificate, substantially
in the format set out in Attachment 1 hereto, signed by the Chief Executive Officer or Chief
Financial Officer of the Issuer. In the event of non-compliance, the compliance certificate
shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer
has taken and will take in order to rectify the non-compliance.13.3
    
    General Covenants
 (a) Pari passu ranking
 (b) Mergers
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Norsk Tillitsmann ASA
 (c) De-mergers
 (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
 (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.
 13.4
    
    Corporate and operational matters
 (a) Related party transactions
 (b) Corporate status
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Norsk Tillitsmann ASA
  (c) Compliance with laws
 (d) Litigations
 (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.
 13.5
    
    Financial Covenants and listing
 (a) Free Liquidity
   (b) Listing of Issuers common units
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Norsk Tillitsmann ASA
 14
    
    Fees and expenses14.1
    
    The Issuer shall cover all its own expenses in connection with this Bond Agreement and
fulfillment of its obligations under this Bond Agreement, including preparation of this Bond
Agreement, preparation of the Finance Documents and any registration or notifications relating
thereto, listing of the Bonds on the Exchange (if applicable), and the registration and
administration of the Bonds in the Securities Register.14.2
    
    The expenses and fees payable to the Bond Trustee shall be paid by the Issuer and are set
forth in a separate agreement between the Issuer and the Bond Trustee. Fees and expenses
payable to the Bond Trustee which, due to the Issuers insolvency or similar, are not
reimbursed in any other way may be covered by making an equivalent reduction in the payments
to the Bondholders.14.3
    
    The Issuer shall cover all public fees in connection with the Bonds and the Finance
Documents; provided, however, that any public fees levied on the trade of Bonds in the
secondary market shall be paid by the Bondholders, unless otherwise provided by law or
regulation, and the Issuer is not responsible for reimbursing any such fees.14.4
    
    In addition to the fee due to the Bond Trustee pursuant to Clause 14.2 and normal expenses
pursuant to Clauses 14.1 and 14.3, the Issuer shall, on demand, cover extraordinary expenses
incurred by the Bond Trustee in connection with the Bonds, as determined in a separate
agreement between the Issuer and the Bond Trustee.14.5
    
    The Issuer is responsible for withholding any withholding tax imposed by applicable law on
any payments to the Bondholders.15
    
    Events of Default15.1
    
    Subject to Clause 15.2 or 15.3, the Bonds may be declared by the Bond Trustee to be in
default upon occurrence of any of the following events (which shall be referred to as an
Event of Default) if:
 (a) Non-payment
 (b) Breach of other obligations
 (c) Cross default
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Norsk Tillitsmann ASA
 (i)
    
    any Financial Indebtedness is not paid when due and after giving effect to
any applicable grace period,(ii)
    
    any Financial Indebtedness is declared to be or otherwise becomes due and
payable prior to its specified maturity as a result of an event of default (however
described),(iii)
    
    any commitment for any Financial Indebtedness is cancelled or suspended by
a creditor as a result of an event of default (however described) and such
cancellation and suspension would have a Material Adverse Effect, or(iv)
    
    any creditor becomes entitled to declare any Financial Indebtedness due and
payable prior to its specified maturity as a result of an event of default (however
described).
 (d) Misrepresentations
 (e) Insolvency
 (i)
    
    general suspension of payments, or a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors,(ii)
    
    a composition, compromise, assignment or arrangement with any creditor
which has a material adverse effect on the Issuers ability to perform its payment
obligations hereunder, or(iii)
    
    the appointment of a liquidator (other than in respect of a solvent
liquidation), receiver, administrative receiver, administrator, compulsory manager
or other similar officer of any substantial part of its assets.
 (f) Creditors process
 (g) Dissolution, appointment of liquidator or analogous proceedings
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Norsk Tillitsmann ASA
 (h) Impossibility or illegality
 (i) Litigation
 (j) Material adverse effect
 15.2
    
    In the event that one or more of the circumstances mentioned in Clause 15.1 occurs and is
continuing, the Bond Trustee can, in order to protect the interests of the Bondholders,
declare the Outstanding Bonds including accrued interest and expenses to be in default and due
for immediate payment.The Bond Trustee may at its discretion, on behalf of the Bondholders, take every measure
necessary to recover the amounts due under the Outstanding Bonds, and all other amounts
outstanding under the Bond Agreement and any other Finance Document.15.3
    
    In the event that one or more of the circumstances mentioned in Clause 15.1 occurs and is
continuing, the Bond Trustee shall declare the Outstanding Bonds including accrued interest
and costs to be in default and due for payment if:
 (a)
    
    the Bond Trustee receives a demand in writing with respect to the above
from Bondholders representing at least 1/5 of the aggregate principal amount of
Voting Bonds, and the Bondholders Meeting has not decided on other solutions, or(b)
    
    the Bondholders pursuant to action at a Bondholders Meeting have decided
to declare the Outstanding Bonds in default and due for payment.
 In either case the Bond Trustee shall on behalf of the Bondholders take every measure
necessary to recover the amounts due under the Outstanding Bonds. The Bond Trustee can
request satisfactory security for any possible liability and anticipated expenses, from
those Bondholders who requested that the declaration of default be made pursuant to sub
clause (a) above and/or those who voted in favour of the decision pursuant to sub clause
(b) above.15.4
    
    In the event that the Bond Trustee pursuant to the terms of Clauses 15.2 or 15.3 declares the
Outstanding Bonds to be in default and due for payment, the Bond Trustee shall immediately
deliver to the Issuer a notice demanding payment of interest and principal due to the
Bondholders under the Outstanding Bonds including accrued interest and interest on overdue
amounts and expenses.
 
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Norsk Tillitsmann ASA
 16
    
    Bondholders meeting16.1
    
    Authority of the Bondholders meeting16.1.1
    
    The Bondholders Meeting represents the supreme authority of the Bondholders community in
all matters relating to the Bonds. If a resolution by or an approval of the Bondholders is
required, resolution of such shall be passed at a Bondholders Meeting. Resolutions passed at
Bondholders Meetings shall be binding upon and prevail for all the Bonds and Bondholders.16.2
    
    Procedural rules for Bondholders meetings16.2.1
    
    A Bondholders Meeting shall be held at the request of:
 (a)
    
    the Issuer,(b)
    
    Bondholders representing at least 1/10 of the aggregate principal amount of
Voting Bonds,(c)
    
    the Exchange, if the Bonds are listed, or(d)
    
    the Bond Trustee.
 16.2.2
    
    The Bondholders Meeting shall be summoned by the Bond Trustee. A request for a Bondholders
Meeting shall be made in writing to the Bond Trustee, and shall clearly state the matters to
be discussed.16.2.3
    
    If the Bond Trustee has not summoned a Bondholders Meeting within 10  ten  Business
Days after having received such a request, then the requesting party may summons the
Bondholders Meeting itself.16.2.4
    
    Summons to a Bondholders Meeting shall be dispatched no later than 10  ten  Business
Days prior to the Bondholders Meeting. The summons and a confirmation of each Bondholders
holdings of Bonds shall be sent to all Bondholders registered in the Securities Register at
the time of distribution, with a copy to the Issuer. The summons shall also be sent to the
Exchange for publication.16.2.5
    
    The summons shall specify the agenda of the Bondholders Meeting. The Bond Trustee may in
the summons also set forth other matters on the agenda than those requested. If amendments to
this Bond Agreement have been proposed, the main content of the proposal shall be stated in
the summons.16.2.6
    
    The Bond Trustee may restrict the Issuer from making any changes of Voting Bonds in the
period from distribution of the summons until the Bondholders Meeting, by serving notice to
it to such effect.16.2.7
    
    Matters that have not been reported to the Bondholders in accordance with the procedural
rules for summoning of a Bondholders Meeting may only be adopted with the approval of all
Voting Bonds.16.2.8
    
    The Bondholders Meeting shall be held on premises designated by the Bond Trustee. The
Bondholders Meeting shall be opened and shall, unless otherwise decided by the Bondholders
Meeting, be chaired by the Bond Trustee. If the Bond
Trustee is not present, the Bondholders Meeting shall be opened by a Bondholder, and be
chaired by a representative elected by the Bondholders Meeting.
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Norsk Tillitsmann ASA
 16.2.9
    
    Minutes of the Bondholders Meeting shall be kept. The minutes shall state the numbers of
Bondholders represented at the Bondholders Meeting, the resolutions passed at the meeting,
and the result of the voting. The minutes shall be signed by the chairman and at least one
other person elected by the Bondholders Meeting. The minutes shall be deposited with the Bond
Trustee and shall be available to the Bondholders.16.2.10
    
    The Bondholders, the Bond Trustee and  provided the Bonds are listed  representatives of
the Exchange, have the right to attend the Bondholders Meeting. The chairman may grant access
to the meeting to other parties, unless the Bondholders Meeting decides otherwise.
Bondholders may attend by a representative holding proxy. Bondholders have the right to be
assisted by an advisor. In case of dispute the chairman shall decide who may attend the
Bondholders Meeting and vote the Bonds.16.2.11
    
    Representatives of the Issuer have the right to attend the Bondholders Meeting. The
Bondholders Meeting may resolve that the Issuers representatives may not participate in
particular matters. The Issuer has the right to be present during the voting.16.3
    
    Resolutions passed at Bondholders meetings16.3.1
    
    At the Bondholders Meeting each Bondholder may cast one vote for each Voting Bond owned at
close of business on the day prior to the date of the Bondholders Meeting in accordance with
the records registered in the Securities Register. Whoever opens the Bondholders Meeting
shall adjudicate any question concerning which Bonds shall count as the Issuers Bonds. The
Issuers Bonds shall not have any voting rights.16.3.2
    
    In all matters, the Issuer, the Bond Trustee and any Bondholder have the right to demand
vote by ballot. In case of parity of votes, the chairman shall have the deciding vote,
regardless of the chairman being a Bondholder or not.16.3.3
    
    In order to form a quorum, at least half (1/2) of the aggregate principal amount of the
Voting Bonds must be represented at the meeting, see however Clause 16.4. Even if less than
half (1/2) of the aggregate principal amount of the Voting Bonds are represented, the
Bondholders Meeting shall be held and voting completed.16.3.4
    
    Resolutions shall be passed by simple majority of the Voting Bonds represented at the
Bondholders Meeting, unless otherwise set forth in Clause 16.3.5.
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Norsk Tillitsmann ASA
 16.3.5
    
    In the following matters, approval by the holders of at least 2/3 of the aggregate principal
amount of the Voting Bonds represented at the Bondholders Meeting is required:
 (a)
    
    amendment of the terms of this 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 this Bond Agreement to another issuer
(Issuer), or(c)
    
    change of Bond Trustee.
 16.3.6
    
    The Bondholders Meeting may not adopt resolutions which may give certain Bondholders or
others an unreasonable advantage at the expense of other Bondholders.16.3.7
    
    The Bond Trustee shall ensure that resolutions passed at the Bondholders Meeting are
properly implemented.16.3.8
    
    The Issuer, the Bondholders and the Exchange shall be notified of resolutions passed at the
Bondholders Meeting.16.4
    
    Repeated Bondholders meeting16.4.1.
    
    If the Bondholders Meeting does not form a quorum pursuant to Clause 16.3.3, a repeated
Bondholders Meeting may be summoned to vote on the same matters. The attendance and the
voting result of the first Bondholders Meeting shall be specified in the summons for the
repeated Bondholders Meeting.16.4.2
    
    When a matter is tabled for discussion at a repeated Bondholders Meeting, a valid
resolution may be passed even though less than half (1/2) of the aggregate principal amount of
the Voting Bonds are represented.17
    
    The Bond Trustee17.1
    
    The role and authority of the Bond Trustee17.1.1
    
    The Bond Trustee shall monitor the compliance by the Issuer of its obligations under this
Bond Agreement and applicable laws and regulations which are relevant to the terms of this
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 this Bond
Agreement. The Bond Trustee is not obligated to assess the Issuers financial situation beyond
what is directly set forth in this Bond Agreement.17.1.2
    
    The Bond Trustee may take any step necessary to ensure the rights of the Bondholders in all
matters pursuant to the terms of this Bond Agreement. The Bond Trustee may postpone taking
action until such matter has been put forward to the Bondholders Meeting.
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Norsk Tillitsmann ASA
 17.1.3
    
    Except as provided for in Clause 17.1.5 the Bond Trustee may reach decisions binding for all
Bondholders concerning this 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
this Bond Agreement.17.1.4
    
    Except as provided for in Clause 17.1.5, the Bond Trustee may reach decisions binding for
all Bondholders in circumstances other than those mentioned in Clause 17.1.3 provided prior
notification has been made to the Bondholders. Such notice shall contain a proposal of the
amendment and the Bond Trustees evaluation. Further, such notification shall state that 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 by the Bond
Trustee. Such deadline may not be less than five (5) Business Days following the dispatch of
such notification.17.1.5
    
    The Bond Trustee may not reach decisions pursuant to Clauses 17.1.3 or 17.1.4 for matters
set forth in Clause 16.3.5 except to rectify obvious incorrectness, vagueness or
incompleteness.17.1.6
    
    The Bond Trustee may not adopt resolutions which may give certain Bondholders or others an
unreasonable advantage at the expense of other Bondholders.17.1.7
    
    The Issuer, the Bondholders and the Exchange shall be notified of decisions made by the Bond
Trustee pursuant to Clause 17.1 unless such notice obviously is unnecessary.17.1.8
    
    The Bondholders through action at a Bondholders Meeting may replace the Bond Trustee
without the Issuers approval, as provided for in Clause 16.3.5.17.2
    
    Liability and indemnity17.2.1
    
    The Bond Trustee is liable only for direct losses incurred by Bondholders or the Issuer as a
result of negligence or willful misconduct by the Bond Trustee in performing its functions and
duties as set forth in this Bond Agreement. The Bond Trustee is not liable for the content of
information provided to the Bondholders on behalf of the Issuer.17.2.2
    
    The Issuer is liable for, and shall indemnify the Bond Trustee fully in respect of, all
losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the
Issuer (including its directors, management, officers, employees, agents and representatives)
to fulfill its obligations under the terms of this Bond Agreement and any other Finance
Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustees
actions based on misrepresentations made by the Issuer in connection with the establishment
and performance of this Bond Agreement and the other Finance Documents.
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Norsk Tillitsmann ASA
 17.3
    
    Change of Bond Trustee
 17.3.1
    
    Change of Bond Trustee shall be carried out pursuant to the procedures set forth in Clause
16. The Bond Trustee shall continue to carry out its duties as bond trustee until such time
that a new Bond Trustee is elected.17.3.2
    
    The fees and expenses of a new bond trustee shall be covered by the Issuer pursuant to the
terms set out in Clause 14, but may be recovered wholly or partially from the Bond Trustee if
the change is due to a breach of the Bond Trustee duties pursuant to the terms of this Bond
Agreement or other circumstances for which the Bond Trustee is liable.17.3.3
    
    The Bond Trustee undertakes to co-operate so that the new bond trustee receives without
undue delay following the Bondholders Meeting the documentation and information necessary to
perform the functions as set forth under the terms of this Bond Agreement.18
    
    Miscellaneous18.1
    
    The community of Bondholders18.1
    
    By virtue of holding Bonds, which are governed by this Bond Agreement (which pursuant to
Clause 2.1.1 is binding upon all Bondholders), a community exists between the Bondholders,
implying, inter alia, that
 (a)
    
    the Bondholders are bound by the terms of this Bond Agreement,(b)
    
    the Bond Trustee has power and authority to act on behalf of the
Bondholders,(c)
    
    the Bond Trustee has, in order to administrate the terms of this Bond
Agreement, access to the Securities Register to review ownership of Bonds registered
in the Securities Register,(d)
    
    this Bond Agreement establishes a community between Bondholders meaning
that;
 (i)
    
    the Bonds rank pari passu between each other,(ii)
    
    the Bondholders may not, based on this Bond Agreement, act
directly towards the Issuer and may not themselves institute legal proceedings
against the Issuer, provided, however that this provision shall not restrict
the Bondholders from exercising any of their individual rights derived from the
Bond Agreement.(iii)
    
    the Issuer may not, based on this Bond Agreement, act directly
towards the Bondholders,(iv)
    
    the Bondholders may not cancel the Bondholders community, and(v)
    
    an individual Bondholder may not resign from the Bondholders
community.
 18.2
    
    Defeasance18.2.1
    
    The Issuer may, at its option and at any time, elect to have certain obligations discharged
(see Clause 18.2.2) upon complying with the following conditions (Covenant Defeasance);
  30




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Norsk Tillitsmann ASA
 (a)
    
    the Issuer shall have irrevocably pledged to the Bond Trustee for the
benefit of the Bondholders cash or government obligations acceptable by the Bond
Trustee (the Defeasance Pledge) in such amounts as will be sufficient for the
payment of principal and interest on the Outstanding Bonds to Maturity Date;(b)
    
    the Issuer shall, if required by the Bond Trustee, provide a legal opinion
reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not
recognize income, gain or loss for income tax purposes (under US federal or
Norwegian, if applicable) as a result of the Defeasance Pledge and Covenant
Defeasance, and will be subject to such income tax on the same amount and in the same
manner and at the same times as would have been the case if the Defeasance Pledge had
not occurred;(c)
    
    no Event of Default shall have occurred and be continuing on the date of
establishment of the Defeasance Pledge, or insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending on
the 181st day after the date of establishment of the Defeasance Pledge;(d)
    
    neither the Defeasance Pledge nor the Covenant Defeasance results in a
breach or violation of any material agreement or instrument binding upon any Obligor,
or the certificate of association or partnership agreement governing any Obligor;(e)
    
    the Issuer shall have delivered to the Bond Trustee a certificate signed by
the Chief Executive Officer of the GP that the Defeasance Pledge was not made by the
Issuer with the intent of preferring the Bondholders over any other creditors of the
Issuer or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Issuer or others;(f)
    
    the Issuer shall have delivered to the Bond Trustee any certificate or
legal opinion reasonably required regarding the Covenant Defeasance or Defeasance
Pledge (including certificate from the Chief Executive Officer of the GP and a legal
opinion from its legal counsel to the effect that all conditions for Covenant
Defeasance have been complied with; and that (i) the Defeasance Pledge will not be
subject to any rights of creditors of any Obligor, (ii) the Defeasance Pledge will
constitute a valid, perfected and enforceable security interest in favour of the Bond
Trustee for the benefit of the Bondholders, and (iii) after the 181st day
following the establishment of the Defeasance Pledge, the funds and assets so pledged
will not be subject to the effects of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors rights generally under the laws of
the jurisdiction where the Defeasance Pledge was established and the corporate
domicile of the Issuer.
 18.2.2
    
    Upon the exercise by the Issuer of its option under Clause 18.2.1;
 (a)
    
    all Obligors shall be released from their obligations under all provisions
in Clause 13, except 13.2.1 (a), (h) and (i).
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 (b)
    
    the Issuer shall not (and shall ensure that all Group Companies shall not)
take any actions that may cause the value of the security interest created by this
Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee
execute, or cause to be executed, such further documentation and perform such other
acts as the Bond Trustee may reasonably require in order for the security interests
to remain valid, enforceable and perfected by the Bond Trustee for the account of the
Bondholders;(c)
    
    any Guarantor(s) shall be discharged from their obligations under the
Guarantee(s), and the Guarantee(s) shall cease to have any legal effect;(d)
    
    all other provisions of the Bond Agreement (except to the extend
indicated in clauses (a)  (c) above) shall remain fully in force without any
modifications.
 18.2.3
    
    All moneys covered by the Defeasance Pledge shall be applied by the Bond Trustee, in
accordance with the provisions of this Bond Agreement, to the payment to the Bondholders of
all sums due to them under this Bond Agreement on the due date thereof.Any excess funds not required for the payment of principal, premium and interest to the
Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be
returned to the Issuer.18.3
    
    Limitation of claims18.3.1
    
    All claims under the Bonds and this Bond Agreement for payment, including interest and
principal, shall be subject to the time-bar provisions of the Norwegian Limitation Act of May
18, 1979 No. 18.18.4
    
    Access to information18.4.1
    
    The Bond Agreement is available to anyone and copies may be obtained from the Bond Trustee
or the Issuer. The Issuer shall ensure that the Bond Agreement is available in copy form to
the general public until all the Bonds have been fully discharged.18.4.2
    
    The Bond Trustee shall, in order to carry out its functions and obligations under the Bond
Agreement, have access to the Securities Register for the purposes of reviewing ownership of
the Bonds registered in the Securities Register.18.5
    
    Amendments18.5.1
    
    All amendments of this Bond Agreement shall be made in writing, and shall unless otherwise
provided for by this Bond Agreement, only be made with the approval of all parties hereto.18.6
    
    Notices, contact information18.6.1
    
    Written notices, warnings, summons etc to the Bondholders made by the Bond Trustee shall be
sent via the Securities Register with a copy to the Issuer and the
Exchange. Information to the Bondholders may also be published at the web site
www.stamdata.no.
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Norsk Tillitsmann ASA
 18.6.2
    
    The Issuers written notifications to the Bondholders shall be sent via the Bond Trustee, or
alternatively through the Securities Register with a copy to the Bond Trustee and the
Exchange.18.6.3
    
    Unless otherwise specifically provided, all notices or other communications under or in
connection with this Bond Agreement between the Bond Trustee and any Obligor shall be given or
made in writing, by letter, or telefax. Any such notice or communication shall be deemed to be
given or made as follows:
 (a)
    
    if by letter, when delivered at the address of the relevant Party;(b)
    
    if by telefax, when received.
 However, a notice given in accordance with the above but received on a day which is not a
business day in the place of receipt, or after 3:00 p.m. on such a business day, shall
only be deemed to be given at 9:00 a.m. on the next business day in that place.18.6.4
    
    The Issuer and the Bond Trustee shall ensure that the other party is kept informed of
changes in postal address, e-mail address, telephone and fax numbers and contact persons18.7
    
    Dispute resolution and legal venue18.7
    
    This Bond Agreement and all disputes arising out of, or in connection with this Bond
Agreement between the Bond Trustee, the Bondholders and any Obligor, shall be governed by
Norwegian law.All disputes arising out of, or in connection with this Bond Agreement between the Bond
Trustee, the Bondholders and any Obligor, shall be exclusively resolved by the courts of
Norway, with the District Court of Oslo as sole legal venue.18.8
    
    Service of process18.8.1
    
    Without prejudice to any other mode of service, each Obligor:
 (a)
    
    irrevocably appoints Teekay Shipping Norway AS (a limited liability company
incorporated in Norway with Company No. 964 111 723) as its agent for service of
process relating to any proceedings before the Norwegian courts in connection with
any Finance Document;(b)
    
    agrees that failure by the process agent to notify it of the process will
not invalidate the proceedings concerned; and(c)
    
    consents to the service of process relating to any such proceedings before
the Norwegian courts by prepaid posting of a copy of the process to its address
stated in this Bond Agreement.
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  The Issuer:
    
    The Bond Trustee:TEEKAY OFFSHORE PARTNERS L.P.
    
    NORSK TILLITSMANN ASABy: Teekay Offshore GP L.L.C., its general partner/s/ Peter Evensen
    
    /s/ Ola NygardBy: Peter Evensen
    
    By: Ola NygardPosition: Chief Executive Officer and Chief
    
    Position:Financial OfficerThe Guarantor:TEEKAY OFFSHORE OPERATING L.L.C.By: Teekay Offshore Operating GP L.L.C.,
its general partner/s/ Peter EvensenBy: Peter EvensenPosition: Chief Executive Officer and Chief
Financial Officer
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Norsk Tillitsmann ASA
 Attachment 1
 COMPLIANCE CERTIFICATE
 
 
   TEEKAY OFFSHORE PARTNERS L.P. BOND AGREEMENT 2010/2013  ISIN 001 059142.3
    1.
    
    all information contained herein is true and accurate and there has been no change which
would reasonably be expected to have a material adverse effect on the financial condition of
the Issuer since the date of the last accounts or the last Compliance Certificate submitted to
you.2.
    
    the covenants set out in Clause 13 are satisfied in all material respects;3.
    
    in accordance with Clause 13.5(a)(i), the 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) is [____________]4.
    
    in accordance with Clause 13.5(a)(ii), the percentage of Free Liquidity and undrawn committed
revolving credit lines to Total Debt is [____________]
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  Name of authorized person
 copy of any written documentation
  36