tkcex-414q42020






          MARGIN LOAN AGREEMENT  Dated as of September 29, 2020  among  TEEKAY FINANCE LIMITED,  as Borrower,  the Lenders party hereto  and  CITIBANK, N.A.,  as Administrative Agent            EXECUTION VERSION 





 






  i     TABLE OF CONTENTS  Page    ARTICLE 1  DEFINITIONS AND ACCOUNTING TERMS  Section 1.01 .  Certain Defined Terms ............................................................................................ 1  Section 1.02 .  Times Of Day ........................................................................................................ 23  Section 1.03 .  Terms Generally .................................................................................................... 23  Section 1.04 .  Accounting Terms; GAAP ..................................................................................... 24  ARTICLE 2  AMOUNTS AND TERMS OF THE ADVANCES  Section 2.01 .  Commitments......................................................................................................... 24  Section 2.02 .  Advances and Borrowings .................................................................................... 25  Section 2.03 .  Requests For Borrowings ..................................................................................... 25  Section 2.04 .  Funding Of Borrowings ........................................................................................ 25  Section 2.05 .  Termination Of Facility ........................................................................................ 26  Section 2.06 .  Repayment Of Advances ....................................................................................... 26  Section 2.07 .  Interest .................................................................................................................. 26  Section 2.08 .  Fees ....................................................................................................................... 28  Section 2.09 .  Interest Rate Determinations ................................................................................ 29  Section 2.10 .  Prepayments Of Borrowings; Withdrawal Of Collateral ..................................... 29  Section 2.11 .  Increased Costs ..................................................................................................... 31  Section 2.12 .  Taxes ..................................................................................................................... 32  Section 2.13 .  Illegality ................................................................................................................ 36  Section 2.14 .  Break-Funding ...................................................................................................... 36  Section 2.15 .  Evidence Of Debt .................................................................................................. 37  Section 2.16 .  Payments And Computations; Pro Rata Treatment; Sharing of Set-offs .............. 37  ARTICLE 3  REPRESENTATIONS AND WARRANTIES  Section 3.01 .  Organization; Powers ........................................................................................... 39  Section 3.02 .  Authorization; Enforceability ............................................................................... 39  Section 3.03 .  Governmental Approvals; No Conflicts ................................................................ 39  Section 3.04 .  Financial Condition; No Material Adverse Change ............................................. 39  Section 3.05 .  Litigation Matters ................................................................................................. 40  Section 3.06 .  Compliance With Laws And Agreements .............................................................. 40  Section 3.07 .  Investment Company Status .................................................................................. 40  Section 3.08 .  Taxes ..................................................................................................................... 40  





 






ii  Section 3.09 .  Disclosure ............................................................................................................. 41  Section 3.10 .  Material Agreements ............................................................................................. 41  Section 3.11 .  Solvency ................................................................................................................ 41  Section 3.12 .  Trading And Other Restrictions ............................................................................ 41  Section 3.13 .  Capitalization and Subsidiaries ............................................................................ 42  Section 3.14 .  Patriot Act; Sanctioned Persons ........................................................................... 42  Section 3.15 .  Material Nonpublic Information ........................................................................... 42  Section 3.16 .  Restricted Transactions ........................................................................................ 42  Section 3.17    . Conduct of Business .............................................................................................. 42  Section 3.18 .  Ownership of Property; Ownership of Shares ...................................................... 42  Section 3.19 .  No Sovereign Immunity ......................................................................................... 43  ARTICLE 4  CONDITIONS OF LENDING  Section 4.01 .  Conditions Precedent to Closing Date ................................................................. 43  Section 4.02 .  Conditions Precedent To Each Advance ............................................................... 45  ARTICLE 5  AFFIRMATIVE COVENANTS OF BORROWER  Section 5.01 .  Financial Statements ............................................................................................. 46  Section 5.02 .  Notices Of Material Events ................................................................................... 47  Section 5.03 .  Existence; Conduct Of Business ........................................................................... 47  Section 5.04 .  Payment Of Taxes ................................................................................................. 47  Section 5.05 .  Compliance With Laws ......................................................................................... 47  Section 5.06 .  Compliance With Exchange Act Requirements ..................................................... 47  Section 5.07 .  Further Assurances ............................................................................................... 48  Section 5.08 .  Books And Records ............................................................................................... 48  Section 5.09 .  Maintenance of Separateness ............................................................................... 48  Section 5.10 .  Use Of Proceeds ................................................................................................... 49  ARTICLE 6  NEGATIVE COVENANTS  Section 6.01 .  Indebtedness .......................................................................................................... 49  Section 6.02 .  Liens ...................................................................................................................... 49  Section 6.03 .  Fundamental Changes .......................................................................................... 49  Section 6.04 .  Asset Sales ............................................................................................................. 49  Section 6.05 .  Investments And Acquisitions ............................................................................... 49  Section 6.06 .  Restricted Payments .............................................................................................. 50  Section 6.07 .  Investment Company ............................................................................................. 50  Section 6.08 .  No Amendment Of Organization Documents, Etc ................................................ 50  Section 6.09 .  Formation Of Subsidiaries .................................................................................... 50  Section 6.10 .  Restricted Transaction .......................................................................................... 50  Section 6.11 .  No Impairment of Collateral Shares ..................................................................... 50  Section 6.12 .  Tax Status .............................................................................................................. 50  





 






iii  Section 6.13 .  Use Of Proceeds ................................................................................................... 50  Section 6.14 .  Provision Of Public Information .......................................................................... 51  ARTICLE 7  EVENTS OF DEFAULT  Section 7.01 .  Events Of Default .................................................................................................. 51  ARTICLE 8  ADMINISTRATIVE AGENT  Section 8.01 .  Administrative Agent ............................................................................................. 54  ARTICLE 9  MISCELLANEOUS  Section 9.01 .  Amendments, Etc ................................................................................................... 57  Section 9.02 .  Notices; Effectiveness; Electronic Communications ............................................ 60  Section 9.03 .  No Waiver; Remedies ............................................................................................ 62  Section 9.04 .  Costs And Expenses; Indemnification; Damage Waiver ...................................... 63  Section 9.05 .  Collateral Agent .................................................................................................... 64  Section 9.06 .  Calculation Agent ................................................................................................. 64  Section 9.07 .  Payments Set Aside ............................................................................................... 65  Section 9.08 .  Governing Law; Submission To Jurisdiction ........................................................ 65  Section 9.09 .  Successors and Assigns ......................................................................................... 66  Section 9.10 .  Severability ........................................................................................................... 69  Section 9.11 .  Counterparts; Integration; Effectiveness .............................................................. 69  Section 9.12 .  Survival Of Representations ................................................................................. 69  Section 9.13 .  Confidentiality....................................................................................................... 70  Section 9.14 .  No Advisory Or Fiduciary Relationship ............................................................... 71  Section 9.15 .  Right Of Setoff ....................................................................................................... 71  Section 9.16 .  Judgment Currency ............................................................................................... 71  Section 9.17 .  USA PATRIOT Act Notice .................................................................................... 72  Section 9.18 .  Interest Rate Limitation ........................................................................................ 72  Section 9.19 . Qualified Financial Contract ................................................................................. 72  Section 9.20 .  Disclosure ............................................................................................................. 73    EXHIBITS  Exhibit A – Form of Borrowing Notice   Exhibit B – Form of Security Agreement   Exhibit C – Form of Control Agreement  Exhibit D-1 – Form of Issuer Acknowledgement with TGP Issuer  Exhibit D-2 – Form of Issuer Acknowledgement with TNK Issuer  Exhibit E-1 – U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S.  Federal Income Tax Purposes  Exhibit E-2 – U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal  Income Tax Purposes  





 






iv  Exhibit E-3 – U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S.  Federal Income Tax Purposes  Exhibit E-4 – U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S.  Federal Income Tax Purposes  Exhibit F – Form of Guarantee Agreement  Exhibit G – Form of New York law opinion  Exhibit H – Form of Marshall Islands law opinion  Exhibit I – Form of Bermuda law opinion  Exhibit J – Form of Assignment and Assumption  Exhibit K – Form of Amendments to Borrower’s Organization Documents  Exhibit L – Form of Permitted Note      SCHEDULES  Schedule 1.01(a) – Haircuts for Cash Equivalents  Schedule 1.01(b) – Certain Defined Terms  Schedule 3.13 – Capitalization  Schedule 9.02 – Certain Addresses for Notices    





 






  1     This MARGIN LOAN AGREEMENT (as it may be amended or modified from time to  time, this “Agreement”) is made as of September 29, 2020 by and among Teekay Finance Limited,  a Bermuda exempted company, as Borrower (“Borrower”), the Lenders party hereto and  CITIBANK, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).  Borrower has requested that the Lenders make loans to it from time to time in an aggregate  principal amount not exceeding the Commitments (as hereinafter defined) of the Lenders, and the  Lenders are prepared to make such loans upon the terms and subject to the conditions set forth in  this Agreement.  In consideration of the mutual covenants and agreements herein contained, the parties  hereto covenant and agree as follows:  ARTICLE 1  DEFINITIONS AND ACCOUNTING TERMS  Section 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms  shall have the following meanings:  “Act” has the meaning specified in Section 9.17.  “Adjusted Initial Basket” means, initially, a number of TGP Shares and TNK Shares equal  to the Initial Basket, which number shall from time to time be reduced by the number of TGP  Shares or TNK Shares, as the case may be, released pursuant to Section 2.10(b) or Section 2.10(d).  “Administrative Agent” has the meaning specified in the preamble hereto.  “Advance” has the meaning specified in Section 2.01.  “Affiliate” means, with respect to any Person, another Person that directly, or indirectly  through one or more intermediaries, Controls or is Controlled by or is under common Control with  the Person specified.  “Agreement” has the meaning specified in the preamble hereto.  “Amendment Effective Time” means, in respect of any Potential Facility Amendment  Event, Share Collateral Trigger Event or Redocumentation Event, 5:00 p.m. on the third Business  Day following the Notice Date applicable to such Potential Facility Amendment Event, Share  Collateral Trigger Event or Redocumentation Event, as the case may be; provided that if Borrower  delivers to Administrative Agent on or prior to the first Business Day following the applicable  Notice Date (i) a copy of a duly executed and delivered notice of borrowing under a revolving  credit facility of Guarantor in respect of an amount sufficient to pay the Total Accrued Loan  Amount and (ii) evidence reasonably satisfactory to Administrative Agent that Guarantor has  agreed to contribute the proceeds of such borrowing to Borrower, the Amendment Effective Time  shall be 5:00 p.m. on the fourth Business Day following the applicable Notice Date.  





 






2     #93434686v13   “Applicable Percentage” means, with respect to any Lender, the percentage of the total  Commitments in effect at any given time represented by such Lender’s then applicable  Commitment.  If the Commitments have terminated or expired, the Applicable Percentages shall  be determined based upon the outstanding principal amounts of the Advances made by the  respective Lenders.  “Assignment and Assumption” means an assignment and assumption entered into by a  Lender and an assignee (with the consent of any party whose consent is required by Section 9.09),  and accepted by Administrative Agent, in the form of Exhibit J or any other form approved by  Administrative Agent and reasonably acceptable to Borrower.  “Attributable Debt” means, at any time, (a) in respect of any capital lease of any Person,  the capitalized amount thereof that would appear on a balance sheet of such Person prepared at  such time in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the  capitalized amount of the remaining lease payments under the relevant lease that would appear on  a balance sheet of such Person prepared at such time in accordance with GAAP if such lease were  accounted for as a capital lease.   “Availability Period” means the period from and including the Closing Date to the Final  Maturity Date, but excluding any Commitment Unavailability Period.   “Bankruptcy Code” means the United States Bankruptcy Code.   “Base Rate” means, with respect to any Interest Period, the applicable LIBOR plus the  Spread; provided that on any day during a Benchmark Unavailability Period, or if LIBOR cannot  be determined for such Interest Period for whatever reason, Base Rate means, with respect to each  day in such Benchmark Unavailability Period or such Interest Period, a rate per annum equal to (i)  the Spread plus (ii) the greatest of (a) the Citibank Base Rate in effect on such day minus 1.00%,  (b) the Federal Funds Effective Rate in effect on such day minus 1⁄2 of 1.00%, and (c) 0.00%.  Any  change in the Base Rate due to a change in the Citibank Base Rate or the Federal Funds Effective  Rate shall be effective from and including the effective date of such change in the Citibank Base  Rate or the Federal Funds Effective Rate, respectively.  “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which  may include Term SOFR) that has been selected by the Administrative Agent and the Borrower  giving due consideration to (i) any selection or recommendation of a replacement rate or the  mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving  or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR  for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement  Adjustment; provided that, if the Benchmark Replacement as so determined would be less than  zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.  “Benchmark Replacement Adjustment” means, with respect to any replacement of  LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the  spread adjustment, or method for calculating or determining such spread adjustment, (which  may be a positive or negative value or zero) that has been selected by the Administrative Agent  and the Borrower giving due consideration to (i) any selection or recommendation of a spread  





 






3     #93434686v13   adjustment, or method for calculating or determining such spread adjustment, for the replacement  of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant  Governmental Body or (ii) any evolving or then-prevailing market convention for determining  a spread adjustment, or method for calculating or determining such spread adjustment, for the  replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-  denominated syndicated credit facilities at such time.  “Benchmark Replacement Conforming Changes” means, with respect to any  Benchmark Replacement, any technical, administrative or operational changes (including  changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency  of determining rates and making payments of interest and other administrative matters) that the  Administrative Agent decides may be appropriate to reflect the adoption and implementation of  such Benchmark Replacement and to permit the administration thereof by the Administrative  Agent in a manner substantially consistent with market practice (or, if the Administrative Agent  decides that adoption of any portion of such market practice is not administratively feasible or if  the Administrative Agent determines that no market practice for the administration of the  Benchmark Replacement exists, in such other manner of administration as the Administrative  Agent decides is reasonably necessary in connection with the administration of this Agreement).  “Benchmark Replacement Date” means the earlier to occur of the following events with  respect to LIBOR:  (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the  later of  (i) the date of the public statement or publication of information referenced therein  and   (ii) the date on which the administrator of LIBOR permanently or indefinitely  ceases to provide LIBOR; or  (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date  of the public statement or publication of information referenced therein.  “Benchmark Transition Event” means the occurrence of one or more of the following  events with respect to LIBOR:  (a) a public statement or publication of information by or on behalf of the administrator  of LIBOR announcing that such administrator has ceased or will cease to provide  LIBOR, permanently or indefinitely, provided that, at the time of such statement or  publication, there is no successor administrator that will continue to provide LIBOR;  (b) a public statement or publication of information by the regulatory supervisor for the  administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official  with jurisdiction over the administrator for LIBOR, a resolution authority with  jurisdiction over the administrator for LIBOR or a court or an entity with similar  insolvency or resolution authority over the administrator for LIBOR, which states  





 






4     #93434686v13   that the administrator of LIBOR has ceased or will cease to provide LIBOR  permanently or indefinitely, provided that, at the time of such statement or  publication, there is no successor administrator that will continue to provide LIBOR;  or  (c) a public statement or publication of information by the regulatory supervisor for the  administrator of LIBOR announcing that LIBOR is no longer representative.  “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition  Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark  Transition Event is a public statement or publication of information of a prospective event, the  90th day prior to the expected date of such event as of such public statement or publication of  information (or if the expected date of such prospective event is fewer than 90 days after such  statement or publication, the date of such statement or publication) and (b) in the case of an Early  Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as  applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by  the Required Lenders) and the Lenders.  “Benchmark Unavailability Period” means, if a Benchmark Transition Event and its  related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the  extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning  at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark  Replacement has replaced LIBOR for all purposes hereunder in accordance with the Section 2.07(c)  and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes  hereunder pursuant to Section 2.07(c).   “Borrower” has the meaning specified in the preamble hereto.  “Borrower Financial Statements” has the meaning specified in Section 4.01(a).  “Borrowing” means Advances made on the same date.  “Borrowing Notice” has the meaning specified in Section 2.03(a).  “Business Day” means any day on which commercial banks are open for business in New  York City, United States, and Vancouver, Canada, and, if such day relates to any Advance, means  any such day on which dealings in Dollar deposits are conducted by and between banks in the  London interbank eurodollar market.   “Calculation Agent” means Administrative Agent, in its capacity as Calculation Agent.  “Cash” means cash in Dollars.  “Cash Collateral Amount” means, at any time, the aggregate Collateral Value of all  Eligible Collateral consisting of Cash and Cash Equivalents at such time.  





 






5     #93434686v13   “Cash Equivalents” means any of the following having a maturity of not greater than 12  months from the date of issuance thereof:  (a) readily marketable direct obligations of the  Government of the United States or any agency or instrumentality thereof or obligations  unconditionally guaranteed by the full faith and credit of the Government of the United States, (b)  certificates of deposit of or time deposits with any commercial bank that is a Lender or a member  of the Federal Reserve System that issues (or the parent of which issues) commercial paper rated  as described in clause (c), is organized under the laws of the United States or any state thereof and  has combined capital and surplus of at least $500,000,000, (c) commercial paper in an aggregate  amount of no more than $10,000,000 per issuer outstanding at any time, issued by any corporation  organized under the laws of any state of the United States and rated at least “Prime 1” (or the then  equivalent grade) by Moody’s or “A 1” (or the then equivalent grade) by S&P, or (d) offshore  overnight interest bearing deposits in foreign branches of Administrative Agent, any Lender or  any Affiliate of a Lender.  “Change in Law” means the occurrence, after the Closing Date, of (a) the adoption of any  law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the  interpretation or application thereof by any Governmental Authority or (c) compliance by any  Lender or Administrative Agent (or, for purposes of Section 2.11(b), by any lending office of any  Lender or by any Lender’s holding company, if any) with any request, guideline or directive  (whether or not having the force of law) of any Governmental Authority made or issued after the  date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the  Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines  or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or  directives promulgated by the Bank for International Settlements, the Basel Committee on Banking  Supervision (or any successor or similar authority) or the United States or foreign regulatory  authorities, in each case pursuant to Basel III, shall be deemed to have been introduced or adopted  after the Closing Date, regardless of the date enacted, adopted or issued.  “Change of Control” means, with respect to any Person, any event or transaction, or series  of related events or transactions, as a result of which (i) a “person” or “group” becomes the  “beneficial owner” of more than 50% of such Person’s common equity (all within the meaning of  Section 13(d) of the Exchange Act and the rules promulgated thereunder) or (ii) if such Person is  a partnership or limited liability company or similar entity, the identity of the general partner or  managing member or similar Person (the “GP”) of such Person changes or a Change of Control  (as defined in clause (i) above) occurs with respect to the GP of such Person.  “Charges” has the meaning specified in Section 9.18.   “Citibank Base Rate” means the rate of interest per annum publicly announced from time  to time by Citibank, N.A. as its base rate in effect at its principal office in New York City.  Any  change in such rate shall take effect on the day specified in the public announcement of such  change.  “Closing Date” means the earliest date on which the conditions precedent set forth in  Section 4.01 shall have been satisfied or waived in accordance with Section 9.01 of this Agreement.  





 






6     #93434686v13   “Closing Share Price” means, at any time and for either of the TGP Shares or the TNK  Shares, the closing price for one such Share on the applicable Exchange on the immediately  preceding Exchange Business Day for such Shares, as reported on Bloomberg Page “TGP <equity>  HP” in the case of the TGP Shares or Bloomberg Page “TNK <equity> HP” in the case of the TNK  Shares (or, any successor or replacement reporting entity or page thereto reasonably selected by  Calculation Agent); provided that if (i) a Market Disruption Event exists in respect of such Shares  or (ii) such closing price is not so reported, in each case on such immediately preceding Exchange  Business Day for such Shares, the “Closing Share Price” shall be the market value of one such  Share as determined by Calculation Agent using objectively verifiable data and information  sources, if available.  If a Delisting has occurred and is continuing in respect of such Shares on  such immediately preceding Exchange Business Day, the “Closing Share Price” shall be the  closing sale price for such Shares on the primary national or regional securities exchange on which  such Shares are listed or admitted for trading or, if such Shares are not listed or admitted for trading  on any such exchange, the last quoted bid price for such Shares in the over-the-counter market as  reported by OTC Markets Group Inc. or a similar organization reasonably selected by Calculation  Agent, in either case on such immediately preceding Exchange Business Day.  “Code” means the Internal Revenue Code of 1986, as amended.  “Collateral” has the meaning specified in the Security Agreement.  “Collateral Account” has the meaning specified in the Security Agreement.  For the  avoidance of doubt, the Designated TGP Shares and all other Collateral Shares may be held in  separate subaccounts of the Collateral Account.  “Collateral Agent” means Administrative Agent, in its capacity as collateral agent.  “Collateral Requirement” means that (i) Administrative Agent shall have received from  Borrower duly executed and delivered by Borrower (x) counterparts of the Security Agreement  and the Control Agreement and (y) a UCC financing statement in appropriate form for filing with  the Recorder of Deeds in the District of Columbia and (ii) Borrower shall have taken all other  action required to be taken by Borrower under the Security Agreement or the Control Agreement  to perfect, register or record the Liens granted by it thereunder.   “Collateral Shares” means any Shares held in the Collateral Account.  “Collateral Shortfall” means that, at any time, the LTV Ratio exceeds the Initial LTV  Ratio.  “Collateral Shortfall Grace Period” means, in respect of any Collateral Shortfall, the  period of three Business Days immediately following the date (the “notice date”) on which  Administrative Agent gives Borrower notice of the occurrence of an event that will cause such  Collateral Shortfall to occur; provided that if Borrower delivers to Administrative Agent on or  prior to the first Business Day immediately following such notice date (i) a copy of a duly executed  and delivered notice of borrowing under a revolving credit facility of Guarantor in respect of an  amount sufficient to prepay Borrowings pursuant to Section 2.10(a) such that, immediately after  giving effect to such prepayment, the LTV Ratio would be equal to or less than the Initial LTV  





 






7     #93434686v13   Ratio and (ii) evidence reasonably satisfactory to Administrative Agent that Guarantor has agreed  to contribute the proceeds of such borrowing to Borrower, the Collateral Shortfall Grace Period  for such Collateral Shortfall shall be the period of four Business Days immediately following such  notice date.  “Collateral Value” means, at any time, (i) with respect to Cash, the face amount of such  Cash, (ii) with respect to Cash Equivalents, the fair market value of such Cash Equivalents at such  time, as determined by Calculation Agent, multiplied by the applicable haircut set forth in Schedule  1.01(a) for such category of Cash Equivalents, (iii) with respect to a Collateral Share, the Closing  Share Price for such Collateral Share at such time, and (iv) with respect to Other Collateral, the  fair market value of such Other Collateral at such time, as determined by Calculation Agent,  multiplied by the applicable haircut agreed by Borrower and Collateral Agent at the time Borrower  and Collateral Agent agree that such other Collateral shall constitute Other Collateral.  “Commitment” means, with respect to each Lender, the commitment of such Lender to  make the Advances hereunder, as reduced or increased from time to time pursuant to assignments  by or to such Lender pursuant to Section 9.09.  The amount of each Lender’s Commitment is set  forth opposite such Lender’s name on the signature page hereof, or in the Assignment and  Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.  “Commitment Fee” has the meaning specified in Section 2.08(b).  “Commitment Fee Calculation Date” means each March 19, June 19, September 19 and  December 19 of each year, commencing on September 20, 2020; provided that if any Commitment  Fee Calculation Date is not a Business Day, then such Commitment Fee Calculation Date shall be  postponed to the next succeeding Business Day.  “Commitment Fee Calculation Period” means each period from the calendar day  immediately following a Commitment Fee Calculation Date to the next succeeding Commitment  Fee Calculation Date; provided that (i) the first Commitment Fee Calculation Period shall  commence on September 20, 2020 and (ii) the final Commitment Fee Calculation Period shall end  on the Business Day immediately preceding the Final Maturity Date.  “Commitment Fee Period” means the period from and including September 20, 2020 to  the Final Maturity Date, but excluding any Commitment Unavailability Period.  “Commitment Fee Rate” has the meaning specified in Schedule 1.01(b).  “Commitment Unavailability Period” means the period from any date on which Borrower  prepays the Total Accrued Loan Amount pursuant to clause (i) of the proviso to Section 9.01(b),  but does not terminate the Commitments pursuant to clause (ii) of such proviso, to the first  subsequent date on which the aggregate Collateral Value of the Adjusted Initial Basket has been  greater than 75% of the Reference Share Collateral Value for at least 15 consecutive Exchange  Business Days.  “Communication” has the meaning specified in Section 6.14.  





 






8     #93434686v13   “Compensation Period” has the meaning specified in Section 2.04(b).  “Connection Income Taxes” means Other Connection Taxes that are imposed on or  measured by net income (however denominated) or that are franchise Taxes or branch profits  Taxes.  “Control” means the possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a Person, whether through the ability to exercise voting  power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative  thereto.  “Control Agreement” means that certain Account Control Agreement, dated as of the date  hereof, among Borrower, Custodian and Collateral Agent, in the form of Exhibit C.  “Cross-Acceleration Person” means each of Borrower, Guarantor and each Subsidiary of  Guarantor (but excluding each Issuer and each Subsidiary of each Issuer, to the extent any such  person constitutes a “Subsidiary” of Guarantor).  “Custodian” means Citigroup Global Markets, Inc. or any other custodian selected in good  faith by Collateral Agent.  “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,  conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,  receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other  applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.  “Default” means any event or condition that constitutes an Event of Default or that, with  the giving of any notice, the passage of time, or both, would be an Event of Default.  “Defaulting Lender” means, at any time, a Lender (i) that has failed for three or more  Business Days to comply with its obligations under this Agreement to make an Advance (a  “funding obligation”), (ii) that has notified Administrative Agent, or has stated publicly, that it  will not comply with any such funding obligation hereunder, or has defaulted on its funding  obligations under any other loan agreement or credit agreement or other similar agreement, (iii)  that has, for three or more Business Days, failed to confirm in writing to Administrative Agent, in  response to a written request of Administrative Agent, that it will comply with its funding  obligations hereunder, (iv) with respect to which a Lender Insolvency Event has occurred and is  continuing or (v) that has otherwise failed to pay over to Administrative Agent or any Lender any  other amount required to be paid by it hereunder within three Business Days of the date when due,  unless the subject of a good faith dispute.  Administrative Agent will promptly send to all parties  hereto notice of any Lender becoming a Defaulting Lender.  “Deficiency Amount” has the meaning specified in Section 7.01(o).  “Delisting” means, for either of the TGP Shares or the TNK Shares, that such Shares are  no longer listed or admitted for trading on any Designated Exchange.   





 






9     #93434686v13   “Designated Exchange” means any of The New York Stock Exchange, The NASDAQ  Global Select Market or The NASDAQ Global Market, or any successor thereto.   “Designated TGP Shares” means the 10,750,000 TGP Shares issued to Teekay GP on May  11, 2020.  “Dollars” and “$” mean the lawful money of the United States.  “DTC” means The Depository Trust Company, a New York corporation, or its successor.  “Early Closure” means the closure on any Exchange Business Day of the relevant  Exchange prior to its scheduled closing time for such day unless such earlier closing time is  announced by such Exchange at least one hour prior to the actual closing time for the regular  trading session on such Exchange on such Exchange Business Day.   “Early Opt-in Election” means the occurrence of:  (1) (i) a determination by the Administrative Agent or (ii) a notification by the Required  Lenders to the Administrative Agent (with a copy to the Borrower) that the Required  Lenders have determined that U.S. dollar-denominated syndicated credit facilities  being executed at such time, or that include language similar to that contained in  Section 2.07(c) are being executed or amended, as applicable, to incorporate or adopt  a new benchmark interest rate to replace LIBOR, and  (2) (i) the election by the Administrative Agent or (ii) the election by the Required  Lenders to declare that an Early Opt-in Election has occurred and the provision, as  applicable, by the Administrative Agent of written notice of such election to the  Borrower and the Lenders or by the Required Lenders of written notice of such  election to the Administrative Agent (with a copy to the Borrower).  “Eligible Collateral” means the following assets of Borrower, to the extent held in the  Collateral Account and subject to a perfected first priority Lien in favor of Collateral Agent and  with respect to which the Collateral Requirement shall have been satisfied:  (a) Cash; provided that the Collateral Value of Eligible Collateral consisting of  Cash shall not exceed the Total Accrued Loan Amount;  (b) Cash Equivalents;  (c) Shares constituting Collateral Shares on the date hereof that are free of any  Liens (other than Permitted Liens) or Transfer Restrictions (other than the Existing  Transfer Restrictions); provided that (i) any TGP Shares constituting Collateral in  excess of the Maximum TGP Shares and any TNK Shares constituting Collateral  in excess of the Maximum TNK Shares and (ii) any Shares not registered in global  form in the name of DTC or its nominee under an unrestricted CUSIP shall, in each  case, not be Eligible Collateral; and  





 






10     #93434686v13   (d) Other Collateral, if any.  “Equity Interests” means, with respect to any Person, shares of capital stock of (or other  ownership or profit interests in) such Person, any warrants, options or other rights for the purchase  or acquisition from such Person of shares of capital stock of (or other ownership or profit interests  in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other  ownership or profit interests in) such Person or warrants, rights or options for the purchase or  acquisition from such Person of such shares (or such other interests), and any other ownership or  profit interests in such Person (including partnership, member or trust interests therein), whether  voting or nonvoting, whether economic or non-economic, and whether or not such shares, warrants,  options, rights or other interests are outstanding on any date of determination.  “Events of Default” has the meaning specified in Section 7.01.  “Exchange” means, for each of the TGP Shares and the TNK Shares, The New York Stock  Exchange or its successor, or if such Shares are not listed for trading on such exchange, the  Designated Exchange that is the primary trading market for such Shares.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Exchange Business Day” means, for either of the TGP Shares or the TNK Shares, any  day on which the Exchange for such Shares is open for trading during its regular trading session,  notwithstanding such Exchange closing prior to its scheduled closing time.  “Exchange Disruption” means, with respect to either of the TGP Shares or the TNK Shares,  any event (other than an Early Closure or Trading Suspension) that materially disrupts or impairs  the ability of market participants in general to effect transactions in, or obtain market values for,  such Shares on the Exchange for such Shares on any Exchange Business Day for such Shares as  determined by Calculation Agent.  “Excluded Taxes” means any of the following Taxes imposed on or with respect to any  Lender Person or required to be withheld or deducted from any payment to any Lender Person, (a)  Taxes imposed on or measured by net income (however denominated), franchise Taxes, and  branch profits Taxes, in each case, (i) imposed as a result of such Lender Person being organized  under the laws of, or having its principal office or its Lending Office located in, the jurisdiction  imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,  (b) Taxes attributable to such Lender Person’s failure to comply with Section 2.12(e) and (c) any  Taxes imposed under FATCA.  “Existing Transfer Restrictions” means Transfer Restrictions on the Collateral Shares  arising solely from the fact that Borrower is an “affiliate” of the Issuer within the meaning of Rule  144; provided that solely with respect to the Collateral Shares consisting of TNK Shares and the  Designated TGP Shares, the Existing Transfer Restrictions will also include any legal restrictions  under the federal securities laws of the United States arising solely as a result of such Collateral  Shares being “restricted securities” within the meaning of Rule 144 (as to which Borrower’s  holding period (as determined in accordance with Rule 144) began (x) with respect to the TNK  Shares, more than one year prior to the date hereof and (y) with respect to the Designated TGP  





 






11     #93434686v13   Shares, no later than May 11, 2020) due to being acquired by Borrower or any of its Affiliates in  a transaction exempt from the registration requirements of the Securities Act or due to being  dividends or distributions on such securities or dividends or distributions thereon.  The parties  hereto acknowledge that the Agreement of Limited Partnership of TGP Issuer contains provisions  that could restrict the transfer of record ownership of the relevant Shares on the books of such  Issuer, which provisions do not apply to transfers of beneficial interests in Shares registered in  global form in the name of DTC or its nominee.  “Extraordinary Dividend” means any dividend or distribution to existing holders of TGP  Shares or TNK Shares, as the case may be, that is not an Ordinary Cash Dividend or a stock split  or other dividend or distribution in Shares.  “Facility” means the credit facility contemplated by this Agreement.  “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement  (or any amended or successor version that is substantively comparable and not materially more  onerous to comply with), any current or future regulations or official interpretations thereof, any  agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory  legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in  connection with the implementation of such Sections of the Code.  “Federal Funds Effective Rate” means, for any day, the weighted average (rounded  upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions  with members of the Federal Reserve System arranged by Federal funds brokers, as published on  the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is  not so published for any day that is a Business Day, the average (rounded upwards, if necessary,  to the next 1/100 of 1%) of the quotations for such day for such transactions received by Lender  from three Federal funds brokers of recognized standing selected by it.  “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve  Bank of New York at http://www.newyorkfed.org, or any successor source.  “Final Maturity Date” means the earliest of: (a) the Scheduled Maturity Date; (b) the date  on which the Facility is terminated pursuant to Section 2.05; and (c) the date on which all  Commitments otherwise terminate pursuant to this Agreement.  “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction  other than the United States of America, any State thereof or the District of Columbia.  “FRB” means the Board of Governors of the Federal Reserve System of the United States.   “Funding Account” means the deposit account of Borrower to which Administrative  Agent is authorized by Borrower in the relevant Borrowing Notice to transfer the proceeds of any  Borrowings requested or authorized pursuant to this Agreement.   “GAAP” means generally accepted accounting principles in the United States of America.  





 






12     #93434686v13   “Governmental Authority” means the government of the United States of America or any  other nation, or of any political subdivision thereof, whether state or local, and any agency,  authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,  legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to  government (including any supra-national bodies such as the European Union or the European  Central Bank).  “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such  Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other  obligation payable or performable by another Person (the “primary obligor”) in any manner,  whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i)  to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness  or other obligation, (ii) to purchase or lease property, securities or services for the purpose of  assuring the obligee in respect of such Indebtedness or other obligation of the payment or  performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity  capital or any other financial statement condition or liquidity or level of income or cash flow of  the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,  (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such  Indebtedness or other obligation of the payment or performance thereof or to protect such obligee  against loss in respect thereof (in whole or in part), or (v) as an applicant in respect of any letter of  credit or letter of credit guaranty issued to support such Indebtedness, or (b) any Lien on any assets  of such Person securing any Indebtedness or other obligation of any other Person, whether or not  such Indebtedness or other obligation is assumed by such Person (or any right, contingent or  otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any  Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the  related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if  not stated or determinable, the maximum reasonably anticipated liability in respect thereof as  determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a  corresponding meaning.  “Guarantee Agreement” means that certain Guarantee Agreement, dated as of the date  hereof, executed by Guarantor in favor of Administrative Agent and the Lenders, in the form of  Exhibit F.  “Guarantor” means Teekay Corporation, a corporation domesticated under the laws of the  Republic of the Marshall Islands.  “Guarantor Financial Statements” has the meaning specified in Section 4.01(a).  “Indebtedness” means, as to any Person at any time, without duplication, all of the  following, whether or not included as indebtedness or liabilities in accordance with GAAP, (a) all  obligations of such Person for borrowed money and all obligations of such Person evidenced by  bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent  payment obligations of such Person arising under letters of credit (including standby and  commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net  payment or delivery obligations of such Person under any Swap Contract; (d) all payment  





 






13     #93434686v13   obligations of such Person to pay the deferred purchase price of property or services (other than  trade accounts payable in the ordinary course of business and accruals for liabilities incurred in the  ordinary course of business); (e) indebtedness (excluding prepaid interest thereon) secured by a  Lien on property owned or being purchased by such Person (including indebtedness arising under  conditional sales or other title retention agreements), whether or not such indebtedness shall have  been assumed by such Person or is limited in recourse; (f) capital leases and Synthetic Lease  Obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise  make any payment in respect of any Equity Interest in such Person or any other Person, valued, in  the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation  preference plus accrued and unpaid dividends; and (h) all Guarantees of such Person in respect of  any of the foregoing.  For all purposes hereof, the Indebtedness of any Person shall include the  Indebtedness of any partnership or joint venture (other than a joint venture that is itself a  corporation or limited liability company) in which such Person is a general partner or a joint  venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount  of any net obligation under any Swap Contract on any date shall be deemed to be the Swap  Termination Value thereof as of such date.  The amount of any capital lease or Synthetic Lease  Obligation as of any date shall be deemed to be the amount of Attributable Debt in respect thereof  as of such date.  “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with  respect to any payment made by or on account of any obligation of any Obligor under any Margin  Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.  “Indemnitee” has the meaning specified in Section 9.04(b).  “Information” has the meaning specified in Section 9.13.  “Initial Basket” means the number of TGP Shares and the number of TNK Shares  constituting Eligible Collateral on the date hereof.  “Initial Borrowing” means any Borrowing made at a time at which, immediately prior to  giving effect to such Borrowing, the Total Accrued Loan Amount is zero.  “Initial LTV Ratio” has the meaning specified in Schedule 1.01(b).   “Interest Period” means, for any Advance, the period commencing on the date of such  Advance and ending on the day that numerically corresponds to the date of the most recent Initial  Borrowing in the calendar month that is three months after such date of such Initial Borrowing;  provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest  Period shall be extended to the next succeeding Business Day unless such next succeeding  Business Day would fall in the next calendar month, in which case such Interest Period shall end  on the next preceding Business Day and (ii) any Interest Period pertaining to an Advance that  commences on the last Business Day of a calendar month (or on a day for which there is no  numerically corresponding day in the last calendar month of such Interest Period) shall end on the  last Business Day of the last calendar month of such Interest Period.   “IRS” means the United States Internal Revenue Service.  





 






14     #93434686v13   “Issuer” means each of TGP Issuer and TNK Issuer.  “Issuer Acknowledgement” means for each of TGP Issuer and TNK Issuer, an Issuer  Acknowledgement dated as of the date hereof in the forms of Exhibit D-1 (in the case of TGP  Issuer) and Exhibit D-2 (in the case of TNK Issuer).  “Judgment Currency” has the meaning specified in Section 9.16.  “Law” means, with respect to any Person, collectively, all international, foreign, U.S.  Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and  administrative or judicial precedents or authorities, including the interpretation or administration  thereof by any Governmental Authority charged with the enforcement, interpretation or  administration thereof, and all applicable administrative orders, directed duties, licenses,  authorizations and permits of, and agreements with, any Governmental Authority, in each case that  is applicable to such Person or such Person’s business or operation and whether or not having the  force of law.  “Lender” means each financial institution listed on the signature pages hereto as a Lender,  and any other person that becomes a party hereto pursuant to Section 9.09.  “Lender Expenses” has the meaning specified in Section 9.04(a)(i).  “Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or  is generally unable to pay its debts as they become due, or admits in writing its inability to pay its  debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) a  Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization,  liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or  the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent  Company has taken any action in furtherance of or indicating its consent to or acquiescence in any  such proceeding or appointment.  “Lender Person” means any of Administrative Agent and any Lender.   “Lending Office” means, with respect to each Lender, the office of such Lender specified  in Schedule 9.02 hereto, or such other office of such Lender as such Lender may from time to time  specify in writing to Borrower.  “LIBOR” means, with respect to any Interest Period (or other period determined by  Calculation Agent with respect to any overdue amount), the London interbank offered rate  administered by ICE Benchmark Administration (or any other Person that takes over  administration of such rate) appearing on the applicable Bloomberg Page (or on any successor or  substitute page designated by Calculation Agent from time to time) at approximately 11:00 a.m.,  London time, on the date two Business Days prior to the first day of such Interest Period, as the  rate for Dollars for deposits for a term coextensive with such Interest Period (or other period) and  for an amount substantially equal to the total Commitments.  For purposes of the preceding  sentence, LIBOR for any Interest Period (or other period) of a length for which rates do not appear  on such Bloomberg Page shall be determined by Calculation Agent through the use of straight line  





 






15     #93434686v13   interpolation between such rate for the period of time closest to, and shorter than, the length of  such Interest Period (or other period) and such rate for the period of time closest to, and longer  than, the length of such Interest Period (or other period), or if there is no such shorter period, the  rate for the shortest period for which a rate appears on such Bloomberg Page.  In no event shall  LIBOR be less than 0.00%.   “Lien” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance,  lien (statutory or other), charge, or preference, priority or other security interest or preferential  arrangement in the nature of a security interest of any kind or nature whatsoever (including any  conditional sale or other title retention agreement, any easement, right of way or other  encumbrance on title to real property, and any financing lease having substantially the same  economic effect as any of the foregoing).   “LTV Ratio” means, on any date, the quotient (expressed as a percentage) of (a) the  difference of (i) the Total Accrued Loan Amount (for the avoidance of doubt, calculated without  regard to the then applicable Make Whole Amount) minus (ii) the Cash Collateral Amount, if any,  minus (iii) the aggregate expected net proceeds of all Permitted Sale Transactions (if any) that have  been executed on or prior to such date as to which the scheduled settlement date (or, if earlier, the  actual settlement date) has not occurred as of such date divided by (b) the sum of (i) the Share  Collateral Value (excluding the Collateral Value of any Shares that have been sold in a Permitted  Sale Transaction but remain in the Collateral Account pending settlement thereof) plus (ii) the  Other Collateral Value, in each case on such date.  “Make Whole Amount” has the meaning specified in Schedule 1.01(b).  “Make Whole Event” has the meaning specified in Section 2.08(c).  “Margin Loan Document” means each of this Agreement, the Security Agreement, the  Guarantee Agreement, the Control Agreement, each Issuer Acknowledgement, each promissory  note delivered pursuant to Section 2.15(d), each Borrowing Notice and each agreement delivered  under Section 5.07.  “Margin Stock” has the meaning specified in Regulation U promulgated by the FRB.  “Market Disruption Event” means an Early Closure, an Exchange Disruption, or a Trading  Disruption.  “Material Adverse Effect” means, with respect to any Cross-Acceleration Person, a  material adverse effect on (a) the business, assets or liabilities, of such Cross-Acceleration Person  taken as a whole, (b) the ability of such Cross-Acceleration Person to perform any of its obligations  under any Margin Loan Document to which it is a party, (c) the Collateral, or Collateral Agent’s  Liens on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to  Administrative Agent, Collateral Agent or the Lenders under any Margin Loan Document.  “Material Indebtedness” means any Indebtedness if the amount thereof exceeds the  Threshold Amount.   





 






16     #93434686v13   “Material Nonpublic Information” means information (i) that has not been disseminated  in a manner making it available to investors generally, within the meaning of Regulation FD, and  (ii) to which an investor would reasonably attach importance in reaching a decision to buy, sell or  hold Shares.  “Material Subsidiary” means, with respect to any Person, any Subsidiary of such Person  with total assets equal to or greater than $100,000,000.  “Maximum Rate” has the meaning specified in Section 9.18.  “Maximum TGP Shares” means 35,958,274 TGP Shares.  “Maximum TNK Shares” means 5,036,306 TNK Shares.  “Merger Event” means, with respect to either of the TGP Shares or the TNK Shares, any  transaction or event that is, or results in, (i) a reclassification or change of such Shares that results  in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another  entity or person, (ii) a consolidation, amalgamation, merger or binding share exchange of the TGP  Issuer or the TNK Issuer, as the case may be, with or into another entity or person (other than a  consolidation, amalgamation, merger or binding share exchange in which such Issuer is the  continuing entity and that does not result in a reclassification or change of all of such Shares  outstanding), (iii) a takeover offer, tender offer, exchange offer, solicitation, proposal or other  event by any entity or person to purchase or otherwise obtain 100% of the outstanding Shares of  the TGP Issuer or the TNK Issuer, as the case may be, that results in a transfer of or an irrevocable  commitment to transfer all such Shares (other than such Shares owned or controlled by such other  entity or person), or (iv) a consolidation, amalgamation, merger or binding share exchange of the  TGP Issuer or the TNK Issuer, as the case may be, or its subsidiaries with or into another entity in  which such Issuer is the continuing entity and that does not result in a reclassification or change  of all such Shares outstanding but results in the outstanding TGP Shares or TNK Shares, as the  case may be (other than such Shares owned or controlled by such other entity), immediately prior  to such event collectively representing less than 50% of the outstanding TGP Shares or TNK  Shares, as the case may be, immediately following such event.  “Moody’s” means Moody’s Investors Service, Inc. (or its successor).  “Notice Date” means, in respect of any Potential Facility Amendment Event or Share  Collateral Trigger Event, the date, if any, on which Administrative Agent delivers notice to  Borrower of the proposed amendments to the terms of the relevant Margin Loan Documents in  respect of such Potential Facility Amendment Event or Share Collateral Trigger Event, as the case  may be, and, in the case of a Redocumentation Event, the date, if any, on which either party delivers  notice to the other party that such Redocumentation Event has occurred.  “Obligations” means all Advances to, and all debts, liabilities, obligations, covenants,  indemnifications, and duties of, Borrower arising under any Margin Loan Document or otherwise  with respect to the Advances, in each case whether direct or indirect (including those acquired by  assumption), absolute or contingent, due or to become due, now existing or hereafter arising and  including interest and fees that accrue after the commencement by or against Borrower of any  





 






17     #93434686v13   proceeding under any Debtor Relief Laws naming Borrower as the debtor in such proceeding,  regardless of whether such interest and fees are allowed claims in such proceeding.  “Obligor” means each of Borrower and Guarantor.  “Ordinary Cash Dividend” means any quarterly cash dividend or distribution to existing  holders of the TGP Shares or the TNK Shares, as the case may be, that does not exceed (i) $0.50  per share in the case of the TGP Shares, or (ii) $0.64 per share in the case of the TNK Shares.  For  the avoidance of doubt, only one dividend or distribution per calendar quarter in respect of each  of the TGP Shares and the TNK Shares may be an Ordinary Cash Dividend.  “Organization Documents” means, (a) with respect to any corporation or company, the  certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive  documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability  company, the certificate or articles of formation or organization, and the limited liability company  agreement or operating agreement; and (c) with respect to any partnership, joint venture, trust or  other form of business entity, the partnership, joint venture or other applicable agreement of  formation or organization and any agreement, instrument, filing or notice with respect thereto filed  in connection with its formation or organization with the applicable Governmental Authority in  the jurisdiction of its formation or organization and, if applicable, any certificate or articles of  formation or organization of such entity.  “Oslo Business Day” means any day that is a Business Day and is also a day on which  commercial banks are open for business in Oslo, Norway.  “Other Collateral” means such assets of Borrower, if any, not consisting of Cash, Cash  Equivalents or Shares as Borrower and Collateral Agent, with the consent of the Required Lenders,  shall agree in writing shall constitute Other Collateral.  “Other Collateral Value” means, at any time, the aggregate Collateral Value of all Eligible  Collateral consisting of Other Collateral at such time.  “Other Connection Taxes” means Taxes imposed as a result of a present or former  connection between a Lender Person and the jurisdiction imposing such Tax (other than  connections arising from such Lender Person having executed, delivered, become a party to,  performed its obligations under, received payments under, received or perfected a security interest  under, engaged in any other transaction pursuant to or enforced any Margin Loan Document, or  sold or assigned an interest in any Advance or Margin Loan Document).  “Other Taxes” means all present or future stamp, court or documentary, intangible,  recording, filing or similar Taxes that arise from any payment made under, from the execution,  delivery, performance, enforcement or registration of, from the receipt or perfection of a security  interest under, or otherwise with respect to, any Margin Loan Document, except any such Taxes  that are Other Connection Taxes imposed with respect to an assignment, any sale of participations  or the designation of a new Lending Office (other than at the request of Borrower pursuant to  Section 2.11(e)).   





 






18     #93434686v13   “Parent Company” means, with respect to a Lender, the bank holding company (as defined  in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,  beneficially or of record, directly or indirectly, a majority of the shares of such Lender.  “Participant” has the meaning specified in Section 9.09(c).   “Permitted Investments” means loans of Cash owned by Borrower and not constituting  Collateral (or required by any Margin Loan Document to be held as Collateral) to Guarantor or  any Subsidiary of Guarantor on arm’s-length terms.  “Permitted Liens” means (a) Liens imposed by Law for Taxes that are not yet due or are  being contested in good faith by appropriate proceedings and with respect to which adequate  reserves in conformity with GAAP have been taken and (b) Liens granted to Collateral Agent  pursuant to the Margin Loan Documents.   “Permitted Note” means a promissory note issued by the Borrower to Teekay GP on  September 29, 2020 in the form attached hereto as Exhibit L and in the amount specified in such  form.  “Permitted Sale Transaction” has the meaning specified in Section 2.10(d).  “Person” means any natural person, corporation, limited liability company, trust, joint  venture, association, company, partnership, Governmental Authority or other entity.  “Potential Facility Amendment Events” has the meaning specified in Section 9.01(c).  “Process Agent” has the meaning specified in Section 9.02(e).  “Redocumentation Event” means that (i) an event is announced that if consummated or  completed would result in either Issuer ceasing to be a “foreign private issuer” as such term is  defined in Rule 3b-4 under the Exchange Act or (ii) either Issuer ceases to be such a “foreign  private issuer.”  “Reference Share Collateral Value” means the Share Collateral Value as of the date hereof,  which Share Collateral Value shall from time to time be reduced by the Collateral Value  attributable to such number of TGP Shares or TNK Shares, as the case may be, as are released  pursuant to Section 2.10(b) or Section 2.10(d) (as determined by Calculation Agent based on the  Collateral Value of such Shares as of the date hereof). “Refinancing Transaction” means any  financing, capital markets or other monetization transaction of Borrower, Guarantor or any  Subsidiary thereof, the proceeds of which (in whole or in part) are intended to be applied towards  a repayment of the Advances hereunder in full (including a transaction described in the first  proviso of the “Restricted Transaction” definition).  “Register” has the meaning specified in Section 9.09(b)(iv).  “Regulation U” means Regulation U issued by the FRB.  





 






19     #93434686v13   “Related Parties” means, with respect to any Person, such Person’s Affiliates and the  partners, directors, officers, employees, agents, trustees and advisors of such Person and of such  Person’s Affiliates.  “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal  Reserve Bank of New York, or a committee officially endorsed or convened by the Federal  Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.  “Required Lenders” means, at any time, Lenders (not including Borrower or any of its  Affiliates) having aggregate Applicable Percentages in excess of 66.67% at such time.  “Responsible Officer” means, with respect to either Borrower or Guarantor, any of the  chief executive officer, chairman, president, chief financial officer, chief strategy officer, any vice  president, secretary, assistant secretary or director of such Person.  “Restricted Payment” means, with respect to any Person, any dividend or other distribution  (whether in cash, securities or other property) with respect to any Equity Interests in such Person,  or any payment (whether in cash, securities or other property), including any sinking fund or  similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or  termination of any such Equity Interests in such Person or any option, warrant or other right to  acquire any such Equity Interests in such Person.   “Restricted Transaction” means, in respect of an Obligor, any pledge or encumbrance of  Shares to any person (a “Secured Party”) to secure any obligation of such Obligor or any Affiliate  of such Obligor; provided that such a pledge or encumbrance of Shares by an Obligor other than  Borrower that does not relate to a transaction that gives rise to any obligations of Borrower shall  not constitute a Restricted Transaction if (i) such Obligor has given Administrative Agent, on  behalf of the Lenders, a right of first refusal to either (x) enter into the transaction that would give  rise to such obligation on the same terms as those proposed to be entered into with such Secured  Party or (y) amend the Margin Loan Documents to add such Shares to the Eligible Collateral and  (1) increase the total Commitments by an amount equal to the product of the Share Collateral  Value in respect of such Shares as of the date such Shares are added to the Eligible Collateral and  the Initial LTV Ratio (with a proportional increase to the Commitment of each Lender) and (2)  increase the Maximum TGP Shares and the Maximum TNK Shares by the number of TGP Shares  and TNK Shares included in such Shares, in either case of (x) or (y), in lieu of the proposed  transaction between the Obligor and the proposed Secured Party; and (ii) if Administrative Agent,  on behalf of the Lenders, has declined to exercise such right of first refusal (including, for the  avoidance of doubt, by reason of being unable to obtain the consents required by Section 9.01(a)  to affect such amendments to the Margin Loan Documents), (A) the transaction between the  Obligor and the proposed Secured Party does not contain any events of default, collateral triggers  or other provisions that could allow such Secured Party to liquidate any such Shares prior to a time  at which Collateral Agent would have the right to liquidate the Collateral under the Margin Loan  Documents and (B) Borrower agrees to amend the terms of this Agreement to include, in addition  to the Events of Default set forth herein, any default, event of default, collateral trigger or other  event or circumstance giving rise to a right on behalf of such Secured Party to liquidate any Shares  





 






20     #93434686v13   as an Event of Default under this Agreement; and provided further that a Restricted Transaction  shall not include any Permitted Sale Transaction.  “Rule 144” means Rule 144 under the Securities Act.  “S&P” means Standard & Poor’s (or its successor).  “Sanctions” has the meaning specified in Section 3.14.   “Scheduled Maturity Date” means June 30, 2022.    “SEC” means the U.S. Securities and Exchange Commission, or any Governmental  Authority succeeding to any of its principal functions.  “Securities Act” means the United States Securities Act of 1933, as amended.   “Security Agreement” means that certain Pledge and Security Agreement, dated as of the  date hereof, between Borrower and Collateral Agent, in the form of Exhibit B, as it may be  amended or modified from time to time.  “Separate Facility” has the meaning specified in Section 9.01(d).  “Set-off Party” has the meaning specified in Section 9.15.  “Share Collateral Trigger Event” means that, at any time, the aggregate Collateral Value  of the Adjusted Initial Basket is less than 50% of the Reference Share Collateral Value.  “Share Collateral Value” means, at any time, the aggregate Collateral Value of all Eligible  Collateral consisting of Collateral Shares at such time.  “Shares” means each of the TGP Shares and the TNK Shares.  “SOFR” with respect to any day means the secured overnight financing rate published  for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark,  (or a successor administrator) on the Federal Reserve Bank of New York’s Website.  “Solvent” means, with respect to any Person, that at any time, both (a)(i) the sum of such  Person’s liabilities (including contingent liabilities) does not exceed the present fair saleable value  of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to  its business as contemplated on the Closing Date; and (iii) such Person has not incurred and does  not intend to incur, or believe (or reasonably believe) that it will incur, debts beyond its ability to  pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is  “solvent” within the meaning given that term and similar terms under applicable laws relating to  fraudulent transfers and conveyances.  For purposes of this definition, the amount of any  contingent liability at any time shall be computed as the amount that, in light of all of the facts and  circumstances existing at such time, represents the amount that can reasonably be expected to  become an actual or matured liability.  





 






21     #93434686v13   “Spread” has the meaning specified in Schedule 1.01(b).  “Subsidiary” means, with respect to any Person, any corporation, partnership, limited  liability company or other entity of which the majority of the Equity Interests having by the terms  thereof ordinary voting power to elect a majority of the board of directors or other persons  performing similar functions of such corporation, partnership, limited liability company or other  entity (irrespective of whether or not at the time securities or other ownership interests of any other  class or classes of such corporation, partnership, limited liability company or other entity shall  have or might have voting power by reason of the happening of any contingency) is at the time  directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such  Person or by such Person and one or more Subsidiaries of such Person.  “Swap Contract” means (a) any and all rate swap transaction, swap option, basis swap,  forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity  or equity index option, bond option, interest rate option, foreign exchange transaction, cap  transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate  swap transaction, currency option, credit protection transaction, credit swap, credit default swap,  credit default option, total return swap, credit spread transaction, repurchase transaction, reverse  repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index  transaction or forward purchase or sale of a security, commodity or other financial instrument or  interest (including any option with respect to any of these transactions), whether or not any such  transaction is governed by or subject to any master agreement, and (b) any and all transactions of  any kind, and the related confirmations, that are subject to the terms and conditions of, or governed  by, any form of master agreement published by the International Swaps and Derivatives  Association, Inc., any International Foreign Exchange Master Agreement, or any other master  agreement (any such master agreement, together with any related schedules, a “Master  Agreement”), including any such obligations or liabilities under any Master Agreement.  “Swap Termination Value” means, in respect of any one or more Swap Contracts, after  taking into account the effect of any legally enforceable netting agreement relating to such Swap  Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and  termination value(s) determined in accordance therewith, such termination value(s), and (b) for  any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market  value(s) for such Swap Contracts, as determined by Calculation Agent, using commercially  reasonable procedures in order to produce a commercially reasonable result, based upon one or  more mid-market or other readily available quotations provided by any recognized dealer in such  Swap Contracts (which may include Administrative Agent, any Lender or any Affiliate of  Administrative Agent or any Lender).  “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so- called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or  possession of property (including sale and leaseback transactions), in each case, creating  obligations that do not appear on the balance sheet of such Person but that, upon the application  of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such  Person (without regard to accounting treatment).  





 






22     #93434686v13   “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings  (including backup withholding), assessments, fees or other charges imposed by any Governmental  Authority, including any interest, additions to tax or penalties applicable thereto.  “Teekay GP” means Teekay GP L.L.C., a Marshall Islands limited liability company.  “Term SOFR” means the forward-looking term rate based on SOFR that has been  selected or recommended by the Relevant Governmental Body.  “TGP Issuer” means Teekay LNG Partners L.P., a limited partnership formed under the  laws of the Republic of the Marshall Islands.  “TGP Shares” means the common units of TGP Issuer.  “Threshold Amount” has the meaning specified in Schedule 1.01(b).   “TNK Issuer” means Teekay Tankers Ltd., a corporation incorporated under the laws of  the Republic of the Marshall Islands.  “TNK Shares” means the Class A common stock, par value $0.01 per share, of TNK Issuer.  “Total Accrued Loan Amount” means, at any time, the aggregate outstanding principal  amount of all Advances, together with accrued and unpaid interest thereon, the accrued and unpaid  fees, including the Make Whole Amount, if applicable, and all reimbursable expenses and other  Obligations together with accrued and unpaid interest thereon.   “Trading Disruption” means, for either of the TGP Shares or the TNK Shares, any material  suspension of or limitation imposed on trading by the Exchange for such Shares on any Exchange  Business Day for such Shares (whether by reason of movements in price exceeding limits  permitted by such Exchange or otherwise) relating to such Shares.  “Transactions” means the execution, delivery and performance by Borrower of the Margin  Loan Documents, the grant of the security interest contemplated hereby or thereby and the  borrowing of the Advances.   “Transfer Restriction” means, with respect to any item of Collateral, any condition to or  restriction on the ability of the owner thereof to sell, assign or otherwise transfer such item of  Collateral or enforce the provisions thereof or of any document related thereto whether set forth in  such item of Collateral itself or in any document related thereto, including, without limitation, (i)  any requirement that any sale, assignment or other transfer or enforcement for such item of  Collateral be consented to or approved by any Person, including, without limitation, the issuer  thereof or any other obligor thereon, (ii) any limitation on the type or status, financial or otherwise,  of any purchaser, pledgee, assignee or transferee of such item of Collateral, (iii) any requirement  for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other  document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for,  such item of Collateral, prior to the sale, pledge, assignment or other transfer or enforcement of  such item of Collateral and (iv) any registration or qualification requirement or prospectus delivery  





 






23     #93434686v13   requirement for such item of Collateral pursuant to any federal, state, local or foreign securities  law (including, without limitation, any such requirement arising under Section 5 of the Securities  Act as a result of such item of Collateral being a “restricted security” or Borrower being an  “affiliate” of the issuer of such item of Collateral, as such terms are defined in Rule 144); provided  that the required delivery of a customary assignment, instruction or entitlement order from  Borrower, together with any evidence of the corporate or other authority of Borrower, shall not  constitute a “Transfer Restriction”.  “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)  of the Code.  “U.S. Tax Compliance Certificate” has the meaning specified in Section 2.12(e)(ii)(B)(3).  “UCC” means the Uniform Commercial Code as in effect from time to time in the State of  New York or any other state or jurisdiction of the United States the laws of which are required to  be applied in connection with the issue of perfection of security interests.   “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding  the Benchmark Replacement Adjustment.  “United States” and “U.S.” mean the United States of America.  “Upfront Fee” has the meaning specified in Schedule 1.01(b).  “Utilization” means, with respect to any Lender for any calendar day, (i) the total  outstanding principal amount of Advances made by such Lender as of such calendar day divided  by (ii) the Commitment for such Lender, expressed as a percentage.    Section 1.02.  Times Of Day.  Unless otherwise specified, all references herein to times of  day shall be references to New York City time (daylight or standard, as applicable).  Section 1.03.  Terms Generally.   (a) The definitions of terms herein shall apply equally to the singular and plural forms  of the terms defined.  Whenever the context may require, any pronoun shall include the  corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and  “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will”  shall be construed to have the same meaning and effect as the word “shall”.  Unless the context  requires otherwise (a) any definition of or reference to any agreement, instrument or other  document herein shall be construed as referring to such agreement, instrument or other document  as from time to time amended, supplemented or otherwise modified (subject to any restrictions on  such amendments, supplements or modifications set forth herein), (b) any reference herein to any  Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,  “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this  Agreement in its entirety and not to any particular provision hereof, (d) all references herein to  Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,  and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be  





 






24     #93434686v13   construed to have the same meaning and effect and to refer to any and all tangible and intangible  assets and properties, including cash, securities, accounts and contract rights.  In the computation  of periods of time from a specified date to a later specified date, unless expressly specified  otherwise, the word “from” means “from and including;” the words “to” and “until” each mean  “to but excluding;” and the word “through” means “to and including.”  (b) Section headings herein and in the other Margin Loan Documents are included for  convenience of reference only and shall not affect the interpretation of this Agreement or any other  Margin Loan Documents.  (c) Determinations, consents, approvals or any other actions or non-actions taken by or  determined by Administrative Agent in such capacity shall be made in good faith and, unless  otherwise stated herein, its sole discretion.  (d) In the computation of numbers of shares, triggers related to price or value per share  or traded volume of shares herein, such number, or collateral trigger in this Agreement, as  applicable, may be adjusted from time to time by Calculation Agent in connection with any buy- back, share split or any other event with dilutive or concentrative effect (which, for the avoidance  of doubt, does not include ordinary course equity or convertible/exchangeable offerings on market  terms, as well as contribution arrangements where the parent contributes assets to the issuers in  exchange for shares issued at prevailing market prices) with respect to such shares so that the  trigger levels reflect the same collateral value and the numbers of such shares maintains the same  ratio to the aggregate number of such shares issued and outstanding, in each case had such buy- back, share split or similar event not occurred.  Section 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly provided herein,  all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in  effect from time to time; provided that if Borrower notifies Administrative Agent that Borrower  requests an amendment to any provision hereof to eliminate the effect of any change occurring  after the date hereof in GAAP or in the application thereof on the operation of such provision (or  if Administrative Agent notifies Borrower that Administrative Agent or the Required Lenders  request an amendment to any provision hereof for such purpose), regardless of whether any such  notice is given before or after such change in GAAP or in the application thereof, then such  provision shall be interpreted on the basis of GAAP as in effect and applied immediately before  such change shall have become effective until such notice shall have been withdrawn or such  provision amended in accordance herewith.  ARTICLE 2  AMOUNTS AND TERMS OF THE ADVANCES  Section 2.01.  Commitments.    (a) Subject to the terms and conditions set forth herein, each Lender agrees to make loans  in Dollars to Borrower (each such loan, an “Advance”) from time to time during the Availability  Period in an aggregate principal amount that will not result in (i) the total outstanding principal  amount of Advances made by such Lender exceeding the Commitment for such Lender or (ii) the  





 






25     #93434686v13   total outstanding principal amount of Advances made by all Lenders exceeding the Commitments  for all Lenders.    Section 2.02.  Advances and Borrowings.   (a) Each Advance shall be made as part of a Borrowing consisting of Advances made  by the Lenders ratably in accordance with their then Applicable Percentages.  The failure of any  Lender to make any Advance required to be made by it shall not relieve any other Lender of its  obligations hereunder.  (b) Each Borrowing shall be in an amount of $10,000,000 or a whole multiple of  $1,000,000 in excess thereof.  Subject to the conditions set forth in Article 4 and the other terms  and conditions set forth herein, Borrower may from time to time borrow, prepay pursuant to  Section 2.10(a) and reborrow under this Section 2.02.  Section 2.03.  Requests For Borrowings.    (a) (i) To request a Borrowing, Borrower shall notify Administrative Agent and each  other Lender of such request no later than 1:00 p.m. on the second Oslo Business Day prior to the  date of such proposed Borrowing.  (ii) Each such notice of a request for a Borrowing (a “Borrowing Notice”) shall  be in writing in substantially the form of Exhibit A, specifying therein: (x) the date of such  Borrowing, which shall be an Oslo Business Day, (y) the aggregate amount of such  Borrowing and (z) the Funding Account.  If a Borrowing Notice is not given by the time  referred to in Section 2.03(a)(i) above, it shall be deemed to have been given on the next  succeeding Oslo Business Day.  (b) Each Borrowing Notice shall be irrevocable and binding on Borrower.  Section 2.04.  Funding Of Borrowings.    (a) Each Lender shall make each Advance to be made by it hereunder on the proposed  date thereof by wire transfer of immediately available funds promptly and not later than 3:00 p.m.  to the account of Administrative Agent most recently designated by it for such purpose by notice  to the Lenders.  Upon satisfaction of the applicable conditions set forth in Section 4.02,  Administrative Agent will make all funds so received available to Borrower by crediting the  amounts so received, in like funds as received by Administrative Agent, to the Funding Account.  (b) Unless Administrative Agent shall have received notice from a Lender prior to the  proposed date of any Borrowing that such Lender will not make available to Administrative Agent  such Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has  made such share available on such date in accordance with paragraph (a) of this Section 2.04 and  may, in reliance upon such assumption, make available to Borrower a corresponding amount.  If  and to the extent that such Lender did not make available such Lender’s share of such Borrowing,  then such Lender shall forthwith on demand pay to Administrative Agent the amount thereof in  immediately available funds, together with interest thereon for the period from the date such  





 






26     #93434686v13   amount was made available by Administrative Agent to Borrower to the date such amount is  received by Administrative Agent (the “Compensation Period”) at a rate per annum equal to the  Federal Funds Effective Rate from time to time as in effect plus Administrative Agent’s standard  processing fee for interbank compensation.  If such Lender pays such amount to Administrative  Agent, then such amount shall constitute such Lender’s Advance included in the applicable  Borrowing.  If such Lender does not pay such amount forthwith upon Administrative Agent’s  demand therefor, Administrative Agent may make a demand therefor upon Borrower, and  Borrower shall pay such amount to Administrative Agent, together with the interest thereon for  the Compensation Period at a rate per annum equal to the rate of interest applicable to the  applicable Borrowing.  Nothing herein shall be deemed to relieve any Lender from its obligations  to fulfill its Commitment or to prejudice any rights that Administrative Agent or Borrower may  have against any Lender as a result of any default by such Lender hereunder.  Section 2.05.  Termination Of Facility.  (a)  Unless previously terminated, the  Commitments shall terminate on the Scheduled Maturity Date.    (b) Borrower may at any time, upon written notice to Administrative Agent, terminate  the Commitments upon the prepayment in full of the Total Accrued Loan Amount to  Administrative Agent for the account of each Lender.  Upon delivery by Borrower of such written  notice, the Facility shall be irrevocably terminated, may not be reinstated and shall cease to have  further effect, except with respect to the provisions that by their express terms survive the  termination of the Facility.  (c) Borrower may not reduce the amount of the Commitments, except as set forth in  subsection (d) of this Section 2.05.  (d) Following completion of any Permitted Sale Transaction, Borrower may  permanently reduce any unused Commitments, upon written notice to Administrative Agent,  which notice shall be received by Administrative Agent no later than 1:00 p.m. on the second  Business Day prior to the date of such reduction, provided that such reduction shall not exceed the  amount equal to (x) the Commitments multiplied by (y) a ratio that the Collateral Value of the TGP  Shares or TNK Shares (as the case may be) released pursuant to such Permitted Sale Transaction  bears to the Share Collateral Value, in each case, as of the date of such release (before giving effect  to such release).  Any reduction of Commitments shall be applied to the Commitments held by  each Lender ratably, according to the Commitments then held by each Lender.  Section 2.06.  Repayment Of Advances.  Borrower hereby unconditionally promises to pay  to Administrative Agent for the account of each Lender the then unpaid principal amount of each  Advance on the Final Maturity Date.  Section 2.07.  Interest.    (a) Borrower shall pay interest on the outstanding principal amount of each Advance,  from the date of such Advance until the date on which such principal amount shall have been paid  in full, at a rate per annum equal to the Base Rate, payable quarterly in arrears for each Interest  Period on the first Business Day following the end of such Interest Period, commencing on the  first Business Day following the end of the first Interest Period following the Closing Date, and  





 






27     #93434686v13   on the Final Maturity Date; provided that (i) interest accrued pursuant to paragraph (b) of this  Section 2.07 shall be payable on demand and (ii) in the event of any repayment or prepayment of  any Advance, accrued interest on the principal amount repaid or prepaid shall be payable on the  date of such repayment or prepayment.  The total amount of interest due on each such day shall be  computed by Calculation Agent on the immediately preceding Business Day.  The Base Rate shall  be computed by Calculation Agent based on a year of 360 days and actual days elapsed in the  Interest Period for which interest is payable.  (b) Notwithstanding the foregoing, during the occurrence and continuance of an Event  of Default, (i) all Advances shall bear interest at 2% plus the Base Rate and (ii) any other amount  outstanding hereunder shall accrue interest at 2% plus the Base Rate.   (c)   (i) Notwithstanding anything to the contrary herein or in any other Margin  Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in  Election, as applicable, the Administrative Agent and the Borrower may amend this  Agreement to replace LIBOR with a Benchmark Replacement.  Any such amendment with  respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth  (5th) Business Day after the Administrative Agent has posted such proposed amendment  to all Lenders and the Borrower so long as the Administrative Agent has not received, by  such time, written notice of objection to such amendment from Lenders comprising the  Required Lenders.  Any such amendment with respect to an Early Opt-in Election will  become effective on the date that Lenders comprising the Required Lenders have delivered  to the Administrative Agent written notice that such Required Lenders accept such  amendment.  No replacement of LIBOR with a Benchmark Replacement pursuant to this  subsection (c) will occur prior to the applicable Benchmark Transition Start Date.  (ii) In connection with the implementation of a Benchmark Replacement, the  Administrative Agent will have the right to make Benchmark Replacement Conforming  Changes from time to time and, notwithstanding anything to the contrary herein or in any  other Margin Loan Document, any amendments implementing such Benchmark  Replacement Conforming Changes will become effective without any further action or  consent of any other party to this Agreement.  (iii) The Administrative Agent will promptly notify the Borrower and the  Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election,  as applicable, and its related Benchmark Replacement Date and Benchmark Transition  Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness  of any Benchmark Replacement Conforming Changes and (iv) the commencement or  conclusion of any Benchmark Unavailability Period.  Any determination, decision or  election that may be made by the Administrative Agent or Lenders pursuant to this  subsection (c), including any determination with respect to a tenor, rate or adjustment or of  the occurrence or non-occurrence of an event, circumstance or date and any decision to  take or refrain from taking any action, will be conclusive and binding absent manifest error  





 






28     #93434686v13   and may be made in its or their sole discretion and without consent from any other party  hereto, except, in each case, as expressly required pursuant to this subsection (c) .  Section 2.08.  Fees.    (a) On the Closing Date, Borrower shall pay to Administrative Agent for the account of  each Lender the applicable Upfront Fee and shall pay the Lender Expenses as directed by  Administrative Agent; provided that any Lender Expenses not invoiced prior to the Closing Date  shall be due and payable three Business Days following the date they are invoiced.  Such fee shall  be fully earned when paid and shall not be refundable for any reason whatsoever.  (b) Borrower shall pay to Administrative Agent for the account of each Lender a  commitment fee (the “Commitment Fee”) on the first Business Day following the end of each  Commitment Fee Calculation Period in an amount equal to the sum, for each calendar day that  falls in both (x) such Commitment Fee Calculation Period and (y) the Commitment Fee Period, of  the product of (i) the undrawn portion of the Commitment for such Lender on such day (which  shall be deemed to be equal to the total Commitment for such Lender as of the Closing Date for  any day during the Commitment Fee Period that is prior to the Closing Date), (ii) the Commitment  Fee Rate with respect to such Lender for such day (which shall be deemed to equal 1.50% per  annum for any day during the Commitment Fee Period that is prior to the Closing Date) and (iii)  1/360.   The Commitment Fee shall accrue at all times during the Commitment Fee Period (but  not, for the avoidance of doubt, during any Commitment Unavailability Period), including at any  time during which one or more of the conditions in Article 4 is not met.  For the avoidance of  doubt, the Commitment Fee is deemed to have accrued on each day during the Commitment Fee  Period that is prior to the Closing Date as described in the second immediately preceding sentence.   Administrative Agent shall notify Borrower no later than the Business Day prior to any date on  which the accrued Commitment Fee is payable of the amount of such Commitment Fee due on  such payment date; provided that if Administrative Agent gives Borrower such notice after such  deadline, such accrued Commitment Fee shall be due and payable on the Business Day following  the date Administrative Agent delivers such notice.   (c) If the Commitments are terminated in full by Borrower pursuant to Section 2.05(b)  or permanently reduced by Borrower pursuant to Section 2.05(d) or if the Total Accrued Loan  Amount is declared due and payable in connection with an Event of Default of the type described  in Section 7.01(a) (solely to the extent that the payment required to be made is based upon an  Event of Default under any of the other Sections enumerated in this Section 2.08(c)), Section  7.01(b), Section 7.01(d) (solely with respect to Borrower and solely under Section 5.03, Section  5.09 and Article 6, but excluding Section 6.14, of this Agreement), Section 7.01(g) (solely with  respect to Borrower), Section 7.01(h)(ii), Section 7.01(i)(ii) or Section 7.01(n) (solely with respect  to Borrower) of this Agreement, in each case prior to the date that is 12 calendar months after the  date hereof (any such event, a “Make Whole Event”), Borrower shall pay to Administrative Agent  for the account of each Lender the Make Whole Amount, except that no Make Whole Amount  shall be payable (i) to any Lender in connection with any such termination to the extent provided  in Section 9.01(b), Section 9.01(c) or Section 9.01(d) or (ii) to a Lender with respect to termination  of the Commitment of such Lender by Borrower pursuant to Section 2.05(b) in connection with a  





 






29     #93434686v13   Refinancing Transaction that such Lender (or one of its Affiliates) has had reasonable opportunity  to meaningfully participate in on or prior to the date of such termination.  (d) All fees payable hereunder shall be paid on the dates due, in immediately available  funds, to Administrative Agent for distribution to the Lenders ratably in accordance with the  Applicable Percentage of each Lender (except that the Upfront Fee shall be allocated among the  Lenders as set forth in the definition of Upfront Fee).  Fees shall not be refundable under any  circumstances.  (e) Notwithstanding anything to the contrary herein, during such period as a Lender is a  Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such  period pursuant to Section 2.08(b) (without prejudice to the rights of the Lenders other than  Defaulting Lenders in respect of such fees).    Section 2.09.  Interest Rate Determinations.  Calculation Agent shall give notice to  Borrower and the Lenders of the applicable interest rates for the purposes of Section 2.07.  Section 2.10.  Prepayments Of Borrowings; Withdrawal Of Collateral.    (a) Borrower may prepay Borrowings, in whole or in part, by prepaying an amount equal  to the sum of (i) the principal amount of the Borrowings being prepaid and (ii) accrued interest to  the date of such prepayment on the amount prepaid, upon irrevocable notice thereof.  Such notice  shall be given to Administrative Agent by Borrower not later than 2:00 p.m. on the date five (5)  Business Days prior to the date of any such prepayment; provided that each partial prepayment of  the Borrowings shall be in an aggregate principal amount of $10,000,000 or a whole multiple of  $1,000,000 in excess thereof.  Any such prepayment shall be made to Administrative Agent for  the account of each Lender.  Notwithstanding anything in this Section 2.10(a) to the contrary, the  notice requirements and prepayment minimum amount requirements shall be waived with respect  to any prepayment made pursuant to Section 7.01(o).    (b) Borrower shall not withdraw any Collateral from the Collateral Account, except as  provided in this subsection (b) or in subsection (d), (e) or (f) of this Section 2.10.  Borrower shall  be entitled to the release, upon written notice thereof delivered to Collateral Agent on or before  2:00 p.m. three (3) Exchange Business Days prior to the requested date of the release, of (i) Cash,  Cash Equivalents or any other Collateral other than Collateral Shares from the Collateral Account  (and other than, for the avoidance of doubt, the Collateral set forth in subsection (e) or (f) of this  Section 2.10) if immediately following such release the LTV Ratio would be less than or equal to  the Initial LTV Ratio; or (ii) Collateral Shares from the Collateral Account if (A) immediately  following such release the LTV Ratio would be less than or equal to the Initial LTV Ratio and (B)  the Share Collateral Value is greater than 120% of the Reference Share Collateral Value at all  times on the 30 consecutive Exchange Business Days immediately prior to such request; provided  that prior to and immediately after giving effect to any release pursuant to clause (i) or (ii) of this  Section 2.10(b), no Default or Event of Default has occurred and is continuing or would occur.  (c)  [Reserved].  





 






30     #93434686v13   (d) Borrower shall be entitled to the release, upon written notice thereof delivered to  Collateral Agent on or before 2:00 p.m. two (2) Exchange Business Days prior to the requested  date of the release, of any Collateral Shares as long as the Collateral Shares are being released for  the purpose of settling sales of such Collateral Shares for Cash on an arm’s length basis (any such  sale, provided that it meets the requirements in clauses (i), (ii), (iii) and (iv) below, a “Permitted  Sale Transaction”), as long as:  (i) the scheduled settlement date for each such sale is no later than the fifth  Business Day following execution of such sale,   (ii) all of the Cash proceeds of such sale (net of any customary brokerage or  underwriting fee) will be paid to the Collateral Account, on a delivery versus payment basis  against the delivery of the relevant Collateral Shares from the Collateral Account or  pursuant to escrow arrangements reasonably acceptable to Collateral Agent,  (iii)  Borrower shall not have any obligation under any agreement relating to  such Permitted Sale Transaction other than the obligation to deliver Shares substantially  contemporaneously with the payment of the proceeds from the sale thereof to the Collateral  Account (or pursuant to escrow arrangements reasonably acceptable to Collateral Agent)  and as are customary for underwriting agreements or other documentation thereunder  relating to such Permitted Sale Transaction, and  (iv) prior to and immediately after giving effect to such release, no Default  (other than in respect of an event that would be an Event of Default under Section 7.01(o)),  Event of Default or Share Collateral Trigger Event has occurred and is continuing or would  result from such release.   If, for any reason, the proceeds from a proposed Permitted Sale Transaction are not delivered  pursuant to the contemplated escrow or other arrangements, Borrower shall cause such proceeds  to be delivered to the Collateral Account on the settlement date for the proposed Permitted Sale  Transaction.   If so requested by Borrower to facilitate a sale of Collateral Shares pursuant to this subsection (d)  of Section 2.10, Lenders shall cause Collateral Agent to enter into any escrow or other  arrangements reasonably satisfactory to Collateral Agent with the broker or dealer through whom  such Collateral Shares are being sold.   (e) Any Ordinary Cash Dividend shall be automatically released to Borrower on the  Business Day immediately following the day such Ordinary Cash Dividend is credited to the  Collateral Account; provided that (i) prior to and immediately after giving effect to such release,  no Default or Event of Default has occurred and is continuing or would occur and (ii) if a Share  Collateral Trigger Event has occurred and is continuing at the time such Ordinary Cash Dividend  is credited to the Collateral Account, such Ordinary Cash Dividend shall be automatically released  to Borrower on the fourth Business Day immediately following the day such Ordinary Cash  Dividend is credited to the Collateral Account.  Upon request of Borrower to Administrative Agent,  any Collateral consisting of the proceeds of any Extraordinary Dividend, whether in the form of  cash or other property, shall be released to Borrower on the fifth Exchange Business Day following  





 






31     #93434686v13   the receipt of such request; provided that (i) no Share Collateral Trigger Event has occurred and is  continuing and (ii) prior to and immediately after giving effect to such release, no Default or Event  of Default has occurred and is continuing or would occur.  (f) Interest shall accrue to the account of Borrower on any Cash held in the Collateral  Account at the Federal Funds Effective Rate, and shall be credited to the Collateral Account by  Administrative Agent on each Business Day. Such interest shall be automatically released to  Borrower on the Business Day immediately following the day such interest is credited to the  Collateral Account; provided that (i) no Share Collateral Trigger Event has occurred and is  continuing and (ii) prior to and immediately after giving effect to such release, no Default or Event  of Default has occurred and is continuing or would occur.   Section 2.11.  Increased Costs.  (a)  If any Change in Law shall:  (i) impose, modify or deem applicable any reserve, special deposit or similar  requirement (including any compulsory loan requirement, insurance charge or other  assessment) against assets of, deposits with or for the account of, or credit extended by,  any Lender;  (ii) impose on any Lender or the London interbank market any other condition,  cost or expense (other than Taxes) affecting this Agreement or Advances made by such  Lender or participation therein; or  (iii) subject any Lender Person to any Other Connection Taxes (other than  Connection Income Taxes) on its loans, loan principal, commitments, or other obligations,  or its deposits, reserves, other liabilities or capital attributable thereto;  and the result of any of the foregoing shall be to increase the cost to such Lender or Administrative  Agent of making or maintaining the Advances hereunder (or of maintaining its Commitment) or  to reduce the amount of any sum received or receivable by such Lender or Administrative Agent  hereunder (whether of principal, interest or otherwise), then Borrower will pay such Lender or  Administrative Agent such additional amount or amounts as will compensate such Lender or  Administrative Agent, as the case may be, for such additional costs actually incurred or reduction  actually suffered.  (b) If any Lender determines that any Change in Law regarding capital or liquidity  requirements has or would have the effect of reducing the rate of return on such Lender’s capital  or on the capital of such Lender’s holding company, if any, as a consequence of any Margin Loan  Document, the Commitment of such Lender or the Advances made by such Lender, to a level  below that which such Lender or such Lender’s holding company could have achieved but for such  Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s  holding company with respect to capital adequacy and liquidity), then from time to time Borrower  will pay to such Lender such additional amount or amounts as will compensate such Lender or  such Lender’s holding company for any such reduction actually suffered.  (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts  necessary to compensate such Lender or its holding company, as the case may be, as specified in  





 






32     #93434686v13   paragraph (a) or (b) of this Section 2.11 shall be delivered to Borrower and shall be conclusive  absent manifest error.  Borrower shall pay such Lender the amount shown as due on any such  certificate within 10 days after receipt thereof.  (d) Failure or delay on the part of any Lender to demand compensation pursuant to this  Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation;  provided that Borrower shall not be required to compensate such Lender pursuant to this Section  2.11 for any increased costs or reductions incurred more than 270 days prior to the date that such  Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions  and of such Lender’s intention to claim compensation therefor; and provided further that, if the  Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day  period referred to above shall be extended to include the period of retroactive effect thereof.  (e) Notwithstanding the foregoing, if any Lender Person requests compensation under  this Section 2.11 or Borrower must pay increased amounts or any amounts for Indemnified Taxes  pursuant to Section 2.12, then the applicable Lender will, if requested by Borrower, use  commercially reasonable efforts to designate another Lending Office for any Advance, or portion  thereof, affected by the relevant event if such designation would avoid the requirement for or  reduce the amount of such compensation, increased amounts or amounts for Indemnified Taxes;  provided that such efforts need only be made on terms that, in the commercially reasonable  judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material  economic, legal or regulatory disadvantage; and provided further that nothing in this Section  2.11(e) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender  Person pursuant to Section 2.11(a) through (d) or Section 2.12. Borrower hereby agrees to pay all  reasonable costs and expenses incurred by any Lender in connection with any such designation.  (f) If any Lender requests compensation under this Section 2.11 or that Borrower pay  increased amounts or any amount for Indemnified Taxes under Section 2.12, Borrower may, upon  prior written notice to Administrative Agent in accordance with Section 2.10(a), terminate the  Commitment of such Lender upon the prepayment in full of such Lender’s Applicable Percentage  of the Total Accrued Loan Amount (including the Make Whole Amount, which for purposes of  this Section 2.11(f) shall be calculated with regard to such Lender’s Commitment only) to  Administrative Agent for the account of such Lender.  For the avoidance of doubt, Section 2.14  shall apply to any such prepayment.  Upon receipt of such prepayment, the Commitment of such  Lender shall be irrevocably terminated and such Lender shall be deemed to no longer be a party to  this Agreement or any Margin Loan Document, but for the avoidance of doubt provisions of any  Margin Loan Document that by their express terms survive the termination of the Facility shall  continue to apply with respect to such Lender.  (g) All of Borrower’s obligations under this Section 2.11 shall survive termination of the  Facility and repayment of all other Obligations hereunder.   Section 2.12.  Taxes.   (a) Any and all payments by or on account of any obligation of any Obligor under any  Margin Loan Document shall be made without deduction or withholding for any Taxes, except as  





 






33     #93434686v13   required by applicable Law.  If any applicable Law (as determined in the good faith discretion of  an applicable withholding agent) requires the deduction or withholding of any Tax from any such  payment by a withholding agent, then the applicable withholding agent shall be entitled to make  such deduction or withholding and shall timely pay the full amount deducted or withheld to the  relevant Governmental Authority in accordance with applicable Law and, if such Tax is an  Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary  so that after such deduction or withholding has been made (including such deductions and  withholdings applicable to additional sums payable under this Section 2.12) the applicable Lender  Person receives an amount equal to the sum it would have received had no such deduction or  withholding been made.   (b) The applicable Obligor shall timely pay to the relevant Governmental Authority in  accordance with applicable Law, or at the option of Administrative Agent, timely reimburse it for  the payment of, Other Taxes.   (c) As soon as reasonably practicable after any payment of Taxes by any Obligor to a  Governmental Authority pursuant to this Section 2.12, such Obligor shall deliver to Administrative  Agent the original or a certified copy of a receipt issued by such Governmental Authority  evidencing such payment, a copy of the return reporting such payment or other evidence of such  payment reasonably satisfactory to Administrative Agent.  (d) The Obligors shall jointly and severally indemnify each Lender Person, within 10  days after written demand therefor accompanied by a certificate satisfying the requirements set  forth below, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed  or asserted on or attributable to amounts payable under this Section 2.12) payable or paid by such  Lender Person, or required to be withheld or deducted from a payment to such Lender Person, and  any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified  Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A  certificate as to the amount of such payment or liability delivered to Borrower by such Lender  Person (with a copy to Administrative Agent), or by Administrative Agent on behalf of such  Lender Person, setting forth in reasonable detail the basis for calculating the additional amounts  payable to the applicable Lender Person under this Section 2.12 shall be conclusive absent manifest  error.  (e) (i) If any Lender is entitled to an exemption from or reduction of withholding Tax  with respect to payments made under any Margin Loan Document it shall deliver to Borrower and  Administrative Agent, at the time or times reasonably requested by Borrower or Administrative  Agent, such properly completed and executed documentation reasonably requested by Borrower  or Administrative Agent as will permit such payments to be made without withholding or at a  reduced rate of withholding.  In addition, any Lender, if reasonably requested by Borrower or  Administrative Agent, shall deliver such other documentation prescribed by applicable law or  reasonably requested by Borrower or Administrative Agent as will enable Borrower or  Administrative Agent to determine whether or not Lender is subject to backup withholding or  information reporting requirements.  Notwithstanding anything to the contrary in the preceding  two sentences, the completion, execution and submission of any such documentation other than  such documentation set forth in Section 2.12(e)(ii)(A), (ii)(B) and (ii)(D) below requested by  





 






34     #93434686v13   Borrower shall not be required if in Lender’s reasonable judgment such completion, execution or  submission would subject Lender to any material unreimbursed cost or expense or would  materially prejudice the legal or commercial position of Lender.  (ii) Without limiting the generality of the foregoing,   (A) any Lender that is a U.S. Person shall deliver to Borrower and  Administrative Agent on or prior to the date on which such Lender becomes  Lender under this Agreement (and from time to time thereafter upon the reasonable  request of Borrower or Administrative Agent), properly completed and executed  originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal  backup withholding tax;   (B) any Foreign Lender shall, to the extent it is legally entitled to do  so, deliver to Borrower and Administrative Agent (in such number of copies as  shall be requested by the recipient) on or prior to the date on which such Foreign  Lender becomes Lender under this Agreement (and from time to time thereafter  upon the reasonable request of Borrower or Administrative Agent), whichever of  the following is applicable:  (1) in the case of a Foreign Lender claiming the benefits of  an income tax treaty to which the United States is a party (x) with respect  to payments of interest under any Margin Loan Document, properly  completed and executed originals of IRS Form W-8BEN or IRS Form W- 8BEN-E establishing an exemption from, or reduction of, U.S. federal  withholding Tax pursuant to the “interest” article of such tax treaty and (y)  with respect to any other applicable payments under any Margin Loan  Document, properly completed and executed originals of IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or  reduction of, U.S. federal withholding Tax pursuant to the “business  profits” or “other income” article of such tax treaty;  (2) properly completed and executed originals of IRS Form  W-8ECI;  (3) in the case of a Foreign Lender claiming the benefits of  the exemption for portfolio interest under Section 881(c) of the Code, (x)  a certificate substantially in the form of Exhibit E-1 to the effect that such  Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)  of the Code, a “10 percent shareholder” of Borrower within the meaning  of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”  described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance  Certificate”) and (y) properly completed and executed originals of IRS  Form W-8BEN or IRS Form W-8BEN-E; or  (4) to the extent a Foreign Lender is not the beneficial owner,  properly completed and executed originals of IRS Form W-8IMY,  





 






35     #93434686v13   accompanied by properly completed and executed IRS Form W-8ECI,  IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance  Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS  Form W-9, and/or other certification documents from each beneficial  owner, as applicable; provided that if the Foreign Lender is a partnership  and one or more direct or indirect partners of such Foreign Lender are  claiming the portfolio interest exemption, such Foreign Lender may  provide a U.S. Tax Compliance Certificate substantially in the form of  Exhibit E-4 on behalf of each such direct and indirect partner;  (C) any Foreign Lender shall, to the extent it is legally entitled to do  so, deliver to Borrower and Administrative Agent (in such number of copies as  shall be requested by the recipient) on or prior to the date on which such Foreign  Lender becomes Lender under this Agreement (and from time to time thereafter  upon the reasonable request of Borrower or Administrative Agent), executed  originals of any other form prescribed by applicable Law as a basis for claiming  exemption from or a reduction in U.S. federal withholding Tax, duly completed,  together with such supplementary documentation as may be prescribed by  applicable Law to permit Borrower or Administrative Agent to determine the  withholding or deduction required to be made; and  (D) if a payment made to a Lender under any Margin Loan Document  would be subject to U.S. federal withholding Tax imposed by FATCA if such  Lender were to fail to comply with the applicable reporting requirements of  FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as  applicable), such Lender shall deliver to Borrower and Administrative Agent at the  time or times prescribed by law and at such time or times reasonably requested by  Borrower or Administrative Agent such documentation prescribed by applicable  Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such  additional documentation reasonably requested by Borrower or Administrative  Agent as may be necessary for Borrower and Administrative Agent to comply with  their obligations under FATCA and to determine that such Lender has complied  with such Lender’s obligations under FATCA or to determine the amount to deduct  and withhold from such payment.  Solely for purposes of this clause (D), “FATCA”  shall include any amendments made to FATCA after the date of this Agreement.  Each Lender agrees that if any form or certification it previously delivered expires or becomes  obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify  Borrower and Administrative Agent in writing of its legal inability to do so.  (f) If any party determines, in its sole discretion exercised in good faith, that it has  received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.12  (including by the payment of additional amounts pursuant to this Section 2.12), it shall promptly  pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity  payments made under this Section 2.12 with respect to the Taxes giving rise to such refund), net  of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without  





 






36     #93434686v13   interest (other than any interest paid by the relevant Governmental Authority with respect to such  refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such  indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest  or other charges imposed by the relevant Governmental Authority) in the event that such  indemnified party is required to repay such refund to such Governmental Authority.   Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified  party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the  payment of which would place the indemnified party in a less favorable net after-Tax position than  the indemnified party would have been in if the Tax subject to indemnification and giving rise to  such refund had never been deducted, withheld or otherwise imposed and the indemnification  payments or additional amounts with respect to such Tax had never been paid.  This paragraph  shall not be construed to require any indemnified party to make available its Tax returns (or any  other information relating to its Taxes that it deems confidential) to the indemnifying party or any  other Person.  (g) Each Lender shall severally indemnify Administrative Agent, within 10 days after  demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but  only to the extent that any Obligor has not already indemnified Administrative Agent for such  Indemnified Taxes or Other Taxes and without limiting the obligation of the Obligors to do so)  and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by  Administrative Agent in connection with any Margin Loan Document, and any reasonable  expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or  legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount  of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive  absent manifest error.  Each Lender hereby authorizes Administrative Agent to set off and apply  any and all amounts at any time owing to such Lender under any Margin Loan Document or  otherwise payable by Administrative Agent to the Lender from any other source against any  amount due to Administrative Agent under this paragraph (g).   (h) Each party’s obligations under this Section 2.12 shall survive the assignment of  rights by, or the replacement of any Lender Person, the termination of the Commitment and the  repayment, satisfaction or discharge of all obligations under any Margin Loan Document.  Section 2.13.  Illegality.  Notwithstanding any other provision of this Agreement, if any  Lender shall notify Administrative Agent and Borrower that any Law makes it unlawful, or any  Governmental Authority asserts that it is unlawful, for such Lender to perform its obligations to  make or maintain Advances hereunder, the obligation of such Lender to make the Advances shall  be terminated and all Advances, all interest thereon and all other amounts payable under this  Agreement to such Lender shall become due and payable either on the last day of the then current  Interest Period, if such Lender may lawfully continue to maintain the Advances to such day, or  immediately, if such Lender may not lawfully continue to maintain the Advances.  Section 2.14.  Break-Funding.  In the event of the payment of any principal of an Advance  other than on the last day of an Interest Period applicable thereto (including as a result of an Event  of Default), or the failure to borrow (for a reason other than the failure of Administrative Agent or  a Lender to make such Advance), prepay any Advance on the date specified in any notice delivered  





 






37     #93434686v13   pursuant hereto, then, in any such event, upon written demand of the applicable Lender, Borrower  shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profits  or margin) attributable to such event to the extent actually incurred by the applicable Lender.  A  certificate of Calculation Agent setting forth in reasonable detail any amount or amounts that each  Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to Borrower and shall  be conclusive absent manifest error.  Borrower shall pay each Lender the amount shown as due on  any such certificate within 10 days after receipt thereof.  All of Borrower’s obligations under this  Section 2.14 shall survive termination of the Facility or repayment of all other Obligations  hereunder.   Section 2.15.  Evidence Of Debt.  (a) Each Lender shall maintain in accordance with its  usual practice an account or accounts evidencing the indebtedness of Borrower to such Lender  resulting from each Advance made by such Lender from time to time, including the amounts of  principal and interest payable and paid to such Lender from time to time hereunder.  (b) Administrative Agent shall maintain in accordance with its usual practice accounts  in which it shall record (i) the amount of each Advance made hereunder and the Interest Period  applicable thereto, (ii) the amount of any principal or interest due and payable or to become due  and payable from Borrower hereunder and (iii) the amount of any sum received by Administrative  Agent hereunder for the account of the Lenders and each Lender’s share thereof.  (c) The entries maintained in the accounts maintained pursuant to subsections (a) and  (b) above shall be prima facie evidence of the existence and amounts of the obligations therein  recorded; provided that the failure of any Lender or Administrative Agent to maintain such  accounts or any error therein shall not in any manner affect the obligation of Borrower to repay  such obligations in accordance with their terms.    (d) No promissory note shall be required to evidence the Advances by any Lender to  Borrower.  Upon the request of any Lender, Borrower shall prepare, execute and deliver to such  Lender a promissory note, payable to such Lender and its registered assigns and in a form approved  by such Lender, which shall evidence the Advances to Borrower by such Lender in addition to  such records.  Thereafter, the Advances evidenced by such promissory note and interest thereon  shall at all times be represented by one or more promissory notes in such form payable to the payee  named therein and its registered assigns.  Section 2.16.  Payments And Computations; Pro Rata Treatment; Sharing of Set-offs.    (a) All payments to be made by Borrower shall be made without condition or deduction  for any counterclaim, defense, recoupment or setoff.  Borrower shall make each payment  hereunder not later than 1:00 p.m. on the day when due in Dollars to, except as otherwise expressly  provided herein, Administrative Agent in immediately available funds.  All payments received by  Administrative Agent after 1:00 p.m. shall be deemed received on the next succeeding Business  Day and any applicable interest or fee shall continue to accrue.  All such payments shall be made  to Administrative Agent at its offices as set forth on Schedule 9.02.  (b) Whenever any payment hereunder would be due on a day other than a Business Day,  such payment shall be extended to the next succeeding Business Day, and such extension of time  





 






38     #93434686v13   shall in such case be included in the computation of payment of interest or any fees, as the case  may be.  (c) All payments (including prepayments and any other amounts received hereunder in  connection with the exercise of Administrative Agent’s rights after an Event of Default) made by  Borrower to Administrative Agent under any Margin Loan Document shall be applied to amounts  then due and payable in the following order: (i) to any expenses and indemnities payable by  Borrower to Administrative Agent or any Lender under any Margin Loan Document; (ii) to any  accrued and unpaid interest and fees due under this Agreement; (iii) to principal payments on the  outstanding Advances; and (iv) to the extent of any excess, to the payment of all other Obligations  under the Margin Loan Documents.  (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,  obtain payment in respect of any principal of or interest on any of its Advances or other Obligations  under the Margin Loan Documents resulting in such Lender receiving payment of a proportion of  the aggregate amount of its Advances and accrued interest thereon or such other obligations greater  than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion  shall (i) notify Administrative Agent of such fact, and (ii) purchase (for cash at face value)  participations in the Advances and such other obligations of the other Lenders, or make such other  adjustments that shall be equitable so that the benefit of all such payments shall be shared by the  Lenders ratably in accordance with their respective Applicable Percentages; provided that (A) if  any such participations are purchased and all or any portion of the payment giving rise thereto is  recovered, such participations shall be rescinded and the purchase price restored to the extent of  such recovery, without interest, and (B) the provisions of this paragraph shall not be construed to  apply to any payment made by Borrower pursuant to and in accordance with the express terms of  this Agreement or any payment obtained by a Lender as consideration for the assignment of or  sale of a participation in any of its Advances to any assignee or participant, other than to Guarantor  or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).  Borrower  consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,  that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise  against Borrower and Guarantor rights of set-off and counterclaim with respect to such  participation as fully as if such Lender were a direct creditor of Borrower or Guarantor in the  amount of such participation.  (e) Unless Administrative Agent shall have received notice from Borrower prior to the  date on which any payment is due to Administrative Agent for the account of the Lenders  hereunder that Borrower will not make such payment, Administrative Agent may assume that  Borrower has made such payment on such date in accordance herewith and may, in reliance upon  such assumption, distribute to the Lenders the amount due.  In such event, if Borrower has not in  fact made such payment, then each of the Lenders severally agrees to repay to Administrative  Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for  each day from the date such amount is distributed to the date of payment to Administrative Agent,  at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent  in accordance with banking industry rules on interbank compensation.  





 






39     #93434686v13   (f) If any Lender shall fail to make any payment required to be made by it pursuant to  Sections 2.04(b), 2.16(e) and 9.04(f), then Administrative Agent may, in its discretion  (notwithstanding any contrary provision hereof), apply any amount thereafter received by  Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under  such Sections until all such unsatisfied obligations are fully paid.   ARTICLE 3  REPRESENTATIONS AND WARRANTIES  Borrower represents and warrants to Administrative Agent and the Lenders that:   Section 3.01.  Organization; Powers.  Borrower is duly organized, validly existing and in  good standing under the laws of the jurisdiction of its organization, has all requisite power and  authority to carry on its business as now conducted and, except as could not reasonably be expected  to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in,  every jurisdiction where such qualification or good standing is required.  All licenses, permits,  approvals, concessions or other authorizations necessary for (i) the consummation of the  Transaction and (ii) except where the failure to obtain and maintain any of the foregoing could not  reasonably be expected to result in a Material Adverse Effect with respect to Borrower, the conduct  of the business of Borrower, have been duly obtained and are in full force and effect.  Section 3.02.  Authorization; Enforceability.  The Transactions are within Borrower’s  corporate powers, have been duly authorized by all necessary corporate and, if required,  shareholder action.  The Margin Loan Documents to which Borrower is a party have been duly  executed and delivered by Borrower and constitute legal, valid and binding obligations of  Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy,  insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and  subject to general principles of equity, regardless of whether considered in a proceeding in equity  or at law.  Section 3.03.  Governmental Approvals; No Conflicts.  The Transactions (a) do not require  any consent or approval of, registration or filing with, or any other action by, any Governmental  Authority, except such as have been obtained or made and are in full force and effect and except  for filings necessary to register and/or perfect Liens created pursuant to the Margin Loan  Documents, (b) will not violate any Law applicable to Borrower, (c) will not violate or result in a  default under any indenture, agreement or other instrument binding upon Borrower or its assets,  or give rise to a right thereunder to require any payment to be made by Borrower, and (d) will not  result in the creation or imposition of any Lien on any asset of Borrower, except Liens created  pursuant to the Margin Loan Documents.  Section 3.04.  Financial Condition; No Material Adverse Change.    (a) Borrower has heretofore furnished to Administrative Agent the Borrower Financial  Statements, if any, and the Guarantor Financial Statements.  Such financial statements present  fairly, in all material respects, the financial position and results of operations and cash flows of  Borrower or Guarantor, as applicable, as of such dates and for such periods in accordance with  





 






40     #93434686v13   GAAP, subject to year-end audit adjustments and show all material indebtedness and other  liabilities, direct or contingent, of Borrower or Guarantor, as applicable, as of the date thereof,  including liabilities for taxes, material commitments and Indebtedness.  (b) As of any date, no event, change or condition has occurred that has had, or could  reasonably be expected to have, a Material Adverse Effect with respect to Guarantor, since the  date of the last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, as  applicable, with respect to Guarantor.  Section 3.05.  Litigation Matters.  There are no actions, suits or proceedings by or before  any arbitrator or Governmental Authority pending against or, to the knowledge of Borrower,  threatened in writing against or affecting Borrower (i) as to which there is a reasonable possibility  of an adverse determination and that, if adversely determined, could reasonably be expected,  individually or in the aggregate, to result in a Material Adverse Effect with respect to Borrower or  (ii) that involve this Agreement or the Transactions.    Section 3.06.  Compliance With Laws And Agreements.  Borrower is in compliance with  the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its  properties, except in such instances in which (i) such requirement of Law or order, writ, injunction  or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii)  the failure to comply therewith, either individually or in the aggregate, could not reasonably be  expected to have a Material Adverse Effect with respect to any Person.  Borrower is in compliance  with its reporting obligations under Sections 13 and 16 of the Exchange Act, including in respect  of the transactions contemplated hereunder.  No Default exists and no Event of Default has  occurred, other than those that have been waived or deemed not to have occurred pursuant to the  last sentence of Section 7.01.  Section 3.07.  Investment Company Status.  Borrower is not and, after giving effect to the  contemplated Transactions, will not be required to register as an “investment company” and is not  a Person “controlled by” an “investment company,” as such terms are defined in the United States  Investment Company Act of 1940.  Section 3.08.  Taxes.  Borrower has timely filed all income tax returns and other material  tax returns that in each case are required to be filed by it in all jurisdictions and has paid all material  taxes, assessments, claims, governmental charges or levies imposed on it or its properties, except  for Taxes contested in good faith by appropriate proceedings diligently conducted and as to which  adequate reserves have been provided in accordance with GAAP.  There is no proposed tax  assessment against Borrower that would, if made, have a Material Adverse Effect with respect to  any Cross-Acceleration Person.  Borrower has elected to be disregarded as an entity separate from  its owner for U.S. federal income tax purposes, which election was valid and effective as of its  formation, and its regarded owner for U.S. federal income tax purposes is a “foreign corporation”  (within the meaning of Section 7701(a)(5) of the Code).  Borrower does not have, and has never  had, a trade or business or a permanent establishment and is not a resident for tax purposes in any  country other than the country of its organization.  There is no withholding Tax or Other Tax  imposed by any Governmental Authority that arises from any payment made under, the execution,  delivery, performance, enforcement (including any Tax required to be withheld on proceeds of the  





 






41     #93434686v13   sale of the Collateral Shares) or registration of, the receipt or perfection of a security interest under,  or otherwise with respect to, any Margin Loan Documents.  Section 3.09.  Disclosure.  Borrower has disclosed to Administrative Agent all agreements,  instruments and corporate or other restrictions to which it is subject, and all other matters known  to it, that, individually or in the aggregate, could reasonably be expected to result in a Material  Adverse Effect with respect to Borrower.  All information provided with respect to Borrower and  its Affiliates by or on behalf of Borrower to Administrative Agent in connection with the  negotiation, execution and delivery of this Agreement and the other Margin Loan Documents or  the transactions contemplated hereby and thereby, taken as a whole, was or will be, on or as of the  applicable date of provision thereof, taken as a whole, complete and correct in all material respects  and did not (or will not) contain any material misstatement of fact or omit to state a material fact  necessary to make the statements contained therein not materially misleading in light of the  circumstances under which such statements were made.  Section 3.10.  Material Agreements.  Borrower is not in default under any provision of any  material agreement or instrument to which Borrower is a party or by which Borrower or any of its  properties or assets is bound that could reasonably be expected to result in a Material Adverse  Effect with respect to Borrower.  Section 3.11.  Solvency.  Each of Borrower and Guarantor is, and upon the incurrence of  any Obligations by Borrower on any date on which this representation and warranty is made or  deemed made, will be, Solvent.    Section 3.12.  Trading And Other Restrictions.    (a) Borrower is the direct, sole beneficial owner and sole holder of record of all  Collateral.  (b) Borrower’s holding period (as determined in accordance with Rule 144) (x) as to the  Collateral Shares other than the Designated TGP Shares, began more than one year prior to the  date hereof and (y) as to the Designated TGP Shares, began no later than May 11, 2020.  (c) The Collateral Shares constituting Eligible Collateral (i)  are not subject to any  restrictions on transfer or pledge that affect the ability of any Obligor to consummate any of the  Transactions contemplated by the Margin Loan Documents or the ability of Administrative Agent,  Collateral Agent or any Lender to exercise any remedies contemplated by the Margin Loan  Documents, other than Existing Transfer Restrictions, (ii) do not contain any legends on the  certificates therefor or other similar types of restrictions on such Shares, and do not require any  opinions from Issuer’s counsel, or the removal of any “stop transfer order” prior to the sale of such  Shares, (iii) are not subject to any shareholders agreement, investor rights agreements, or any other  similar agreements or any voting or other contractual restrictions that affect the ability of any  Obligor to consummate any of the Transactions contemplated by the Margin Loan Documents or  the ability of Administrative Agent, Collateral Agent or any Lender to exercise any remedies  contemplated by the Margin Loan Documents and (iv) have been duly authorized and validly  issued and are fully paid and non-assessable.  





 






42     #93434686v13   Section 3.13.  Capitalization and Subsidiaries.  Borrower has no Subsidiaries.  Schedule  3.13 sets forth a true and complete listing of each class of each of Borrower’s authorized Equity  Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non- assessable, and owned beneficially and of record by the Persons identified on Schedule 3.13.  Section 3.14.  Patriot Act; Sanctioned Persons.    (a) Borrower is not an “enemy” or an “ally of the enemy” within the meaning of Section  2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. § 1 et seq.),  as amended.  Borrower and each of its Affiliates is in compliance, in all material respects, with (i)  the Trading with the Enemy Act, as amended, and (ii) the Act, to the extent that any such Act is  applicable to it.  No part of the proceeds of any Advance will be used, directly or indirectly, for  any payments to any governmental official or governmental employee, political party, official of  a political party, candidate for political office, or anyone else acting in an official capacity on  behalf of a government, in order to obtain, retain or direct business or obtain any improper  advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.  (b) Neither Borrower nor Guarantor is a Person that is (i) the subject of any sanctions  (A) administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the  United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant  sanctions authority or (B) pursuant to the U.S. Iran Sanctions Act, as amended (collectively, the  “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of  territory-wide Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran,  North Korea and Syria), nor (iii) directly or indirectly 50% or more owned or controlled by one or  more Persons who are subject to clause (i) or (ii) of this sentence.  No part of the proceeds of any  extension of credit hereunder will be used, directly or indirectly (i) to fund any activities or  business of or with any Person, or in any country or territory, that, at the time of such funding, is  the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions  by any Person (including any Person participating in the Facility, whether as lender, underwriter,  advisor, investor, or otherwise).  Neither Borrower nor Guarantor has, in the past five years,  knowingly engaged in, is now knowingly engaged in, or will engage in, any action or omission, or  any dealings or transactions with any Person, or in any country or territory, that is or was (at the  time of such dealing) the subject of Sanctions.    Section 3.15.  Material Nonpublic Information.  Borrower is not in possession of any  adverse Material Nonpublic Information with respect to either Issuer or either of the Shares.  Section 3.16.  Restricted Transactions.  As of the Closing Date, Borrower is not a party to  any Restricted Transactions in respect of Borrower.  Section 3.17  .Conduct of Business.  Borrower is not engaged in any business other than as  described in Section 6.03.  Section 3.18.  Ownership of Property; Ownership of Shares.  As of the Closing Date,  Borrower owns directly 35,958,274 TGP Shares and 5,036,306 TNK Shares, and has no other  material assets.  





 






43     #93434686v13   Section 3.19.  No Sovereign Immunity.  Neither Borrower nor any of its assets or properties  has any right of immunity on the grounds of sovereignty from jurisdiction of any court or from  setoff or any legal process (whether through service or notice, attachment prior to judgment,  attachment in aid of execution, execution or otherwise) under the Law of any jurisdiction.  ARTICLE 4  CONDITIONS OF LENDING  Section 4.01.  Conditions Precedent to Closing Date.  The obligations of the Lenders to  make Advances hereunder are subject to satisfaction or waiver of the following conditions  precedent:  (a) Administrative Agent shall have received each of the following documents, duly  executed, each dated on or prior to the Closing Date, in each case, in form and substance reasonably  satisfactory to Administrative Agent and each of the Lenders:  (i) duly executed counterparts of this Agreement, the Security Agreement, the  Control Agreement and the Guarantee Agreement;   (ii) a UCC financing statement in appropriate form for filing with the Recorder  of Deeds in the District of Columbia;  (iii) (x) certificate of Borrower, dated on or prior to the Closing Date and  executed by any Director, Officer or the Secretary, which shall (A) certify the resolutions  of its Board of Directors, members or other body authorizing the execution, delivery and  performance of the Margin Loan Documents to which it is a party, (B) identify by name  and title the Responsible Officers, and (C) contain appropriate attachments, including the  Organization Documents of Borrower (which shall be substantially in the form of Exhibit  K attached hereto), certified by the relevant authority of the jurisdiction of organization of  Borrower, and a Certificate of Compliance for Borrower, from its jurisdiction of  organization; and (y) incumbency certificate, which shall identify by name and title and  bear the signatures of the Responsible Officers authorized to sign the Margin Loan  Documents;  (iv) (x) certificate of Guarantor, dated on or prior to the Closing Date and  executed by its Secretary, which shall (A) certify the resolutions of its Board of Directors  authorizing the execution, delivery and performance of the Margin Loan Documents to  which it is a party, (B) identify by name and title of the Responsible Officers, and (C)  contain appropriate attachments, including the Organization Documents of Guarantor, and  a Certificate of Goodstanding for Guarantor, from its jurisdiction of domestication; and (y)  incumbency certificate, which shall identify by name and title and bear the signatures of  the Responsible Officers authorized to sign the Margin Loan Documents;  (v) a solvency certificate from a Responsible Officer for each of Borrower and  Guarantor;  





 






44     #93434686v13   (vi) legal opinion of Latham & Watkins LLP, special New York counsel to  Borrower and Guarantor; legal opinion of Conyers Dill & Pearman, Bermuda counsel to  Borrower; legal opinion of Watson Farley & Williams LLP, special Marshall Islands  counsel to Guarantor; each substantially in the form of exhibits to this Agreement;   (vii) for each Obligor, if applicable, the results of a recent lien search in such  Obligor’s jurisdiction of organization or domestication, as applicable, and, if different, such  Obligor’s “location” (determined as provided in UCC Section 9-307) and each of the  jurisdictions where assets of such Obligor are located, and, in the case of Borrower, such  search shall reveal no liens on any of the assets of Borrower except for liens permitted by  Section 6.02 or discharged on or prior to the Closing Date pursuant to a pay-off letter or  other documentation satisfactory to Lender;  (viii) completed FRB Forms U-1 and/or G-3 with respect to the Facility duly  executed by Borrower;   (ix) the most recent account statements of Borrower with respect to each asset  owned by Borrower, to the extent any such account statements have been prepared, and a  certificate of a Responsible Officer, dated as of the Closing Date, (A) certifying that the  aforementioned account statements, if any, are true, correct and complete and (B)  containing a list of all Indebtedness, tax liabilities and/or commitments of Borrower, a  description of the material terms of each item on such list (including the amount of any  liability thereunder, whether contingent, direct or otherwise, the due date for each such  liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable  thereto) and a certification that such list is true, correct and complete and that Borrower  has no other Indebtedness, tax liabilities or commitments other than those set forth on such  list (the “Borrower Financial Statements”);  (x) (w) audited consolidated financial statements of Guarantor for the 2017,  2018, and 2019 fiscal years, (x) unaudited interim consolidated financial statements of  Guarantor for each fiscal quarter ended after the date of the latest applicable financial  statements delivered pursuant to clause (w) of this paragraph as to which such financial  statements are available, and (y) a certificate of a Responsible Officer of Guarantor, dated  as of the Closing Date, (A) certifying, in the case of the financial statements delivered  under clause (x) above, as presenting fairly in all material respects the financial condition  and results of operations of Guarantor in accordance with GAAP consistently applied,  subject to normal year-end audit adjustments and (B) certifying as to whether a Default has  occurred and, if a Default has occurred, specifying the details thereof and any action taken  or proposed to be taken with respect thereto (the “Guarantor Financial Statements”);  (xi) evidence that each of Borrower and Guarantor has duly appointed a process  agent in New York City to accept such service of any and all writs, process and summonses  for any action arising out of this Agreement or any other Margin Loan Document; and  (xii) an Issuer Acknowledgement executed by each Issuer.  





 






45     #93434686v13   (b) 35,958,274 TGP Shares and 5,036,306 TNK Shares shall be credited to the Collateral  Account and shall constitute Eligible Collateral.  (c) All documented fees required to be paid under the Margin Loan Documents on or  before the Closing Date, including the Upfront Fee and Lender Expenses invoiced prior to the  Closing Date, shall have been paid.  (d) Each of the representations and warranties of Borrower and Guarantor contained in  Article 3 or in any other Margin Loan Document shall be true and correct in all material respects  on and as of the Closing Date, except to the extent that such representations and warranties  specifically refer to an earlier date, in which case they shall be true and correct in all material  respects as of such earlier date.  (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred  and be continuing on the Closing Date.  Section 4.02.  Conditions Precedent To Each Advance.  The obligation of each Lender to  make any Advance on the occasion of any Borrowing (including the first Borrowing hereunder)  shall be subject to the following further conditions precedent:  (a) Each of the representations and warranties of Borrower and Guarantor contained in  Article 3 or in any other Margin Loan Document shall be true and correct in all material respects  on and as of the date of such Borrowing, except to the extent that such representations and  warranties specifically refer to an earlier date, in which case they shall be true and correct in all  material respects as of such earlier date;  (b) Since the date of the last financial statements delivered pursuant to Section 4.01(a)(x)  or Section 5.01, as applicable, with respect to Guarantor, no event or condition has resulted in, or  could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse  Effect with respect to Guarantor;  (c) Borrower shall have delivered a Borrowing Notice in accordance with the  requirements hereof;  (d) Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed  the Initial LTV Ratio;  (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred  and be continuing, or would result from such Borrowing or from the application of the proceeds  therefrom;   (f) Borrower shall not have provided notice of termination of the Commitments; and  (g) The Collateral Requirement shall have been satisfied.  





 






46     #93434686v13   ARTICLE 5  AFFIRMATIVE COVENANTS OF BORROWER  On and after the Closing Date and so long as any Lender has a commitment to make an  Advance or any Obligations (other than indemnification obligations for which no claim has  accrued or been asserted) remain outstanding:   Section 5.01.  Financial Statements.  Borrower will furnish to Administrative Agent or  cause to be furnished to Administrative Agent:   (a) within 120 days after the end of each fiscal year of each Obligor, such Obligor’s  audited consolidated balance sheet and related statements of operations, stockholders’ equity and  cash flows as of the end of and for such year, setting forth in each case in comparative form the  figures for the previous fiscal year, all reported on by independent public accountants of  recognized national standing (without a “going concern” or like qualification or exception and  without any qualification or exception as to the scope of such audit) to the effect that such  consolidated financial statements present fairly in all material respects the financial condition and  results of operations of such Obligor in accordance with GAAP consistently applied, accompanied  by any management letter prepared by said accountants; provided that Borrower shall have no  obligation under this clause to provide any such financial statements, certificates or reports except  to the extent Borrower has then prepared such items for its own internal use;  (b) within 90 days after the end of each of the first three fiscal quarters of each Obligor,  such Obligor’s consolidated balance sheet and related statements of operations, stockholders’  equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of  the fiscal year, setting forth in each case in comparative form the figures for the corresponding  period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year,  all certified by one of such Obligor’s Responsible Officers as presenting fairly in all material  respects the financial condition and results of operations of such Obligor in accordance with GAAP  consistently applied, subject to normal year-end audit adjustments; provided that Borrower shall  have no obligation under this clause to provide any such financial statements, certificates or reports  except to the extent Borrower has then prepared such items for its own internal use;  (c) concurrently with any delivery of financial statements under clause (a) or (b) above,  a certificate of a Responsible Officer of the applicable Obligor (or, in the case of Borrower, a  Responsible Officer of Guarantor) (x) certifying, in the case of the financial statements delivered  under clause (b), as presenting fairly in all material respects the financial condition and results of  operations of such Obligor in accordance with GAAP consistently applied, subject to normal year- end audit adjustments, and (y) certifying as to whether a Default has occurred and, if a Default has  occurred, specifying the details thereof and any action taken or proposed to be taken with respect  thereto;  (d) In addition, Borrower shall promptly furnish to Administrative Agent such additional  information regarding the business, financial or corporate affairs of Borrower or Guarantor, or  compliance with the terms of the Margin Loan Documents, as Administrative Agent may from  time to time reasonably request.  





 






47     #93434686v13   Section 5.02.  Notices Of Material Events.  Borrower shall furnish to Administrative Agent  or cause to be furnished to Administrative Agent notice, as promptly as reasonably practicable  after obtaining actual knowledge, of:   (a) the occurrence of (i)  any Default, Potential Facility Amendment Event or  Redocumentation Event or (ii) any matter that has resulted or could reasonably be expected to  result in a Material Adverse Effect with respect to either Borrower or Guarantor, including the  receipt of any notice of any governmental investigation or any litigation commenced or threatened  against Borrower or Guarantor;   (b) the occurrence of a Change of Control of Borrower or an Issuer;  (c) any Lien (other than Permitted Liens) or claim made or asserted against any of the  Other Collateral, if any;  (d) any material loss, damage, or destruction to any Other Collateral, if any, whether or  not covered by insurance.  Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Responsible  Officer of Borrower setting forth the details of the event or development requiring such notice and  any action taken or proposed to be taken with respect thereto.  Section 5.03.  Existence; Conduct Of Business.  Borrower shall do or cause to be done all  things necessary to preserve, renew and keep in full force and effect its legal existence and the  rights, qualifications, licenses, permits, franchises and governmental authorizations material to the  conduct of its business, and maintain all requisite authority to conduct its business in each  jurisdiction in which its business is conducted.    Section 5.04.  Payment Of Taxes.  Borrower shall pay and discharge as and when the same  shall become due and payable, all material Taxes imposed upon it or upon its property, except  where (a) the validity or amount thereof is being diligently contested in good faith and by  appropriate proceedings, (b) Borrower has set aside on its books appropriate reserves with respect  thereto in accordance with GAAP and (c) in the case of any liabilities which have or may become  or result in a Lien upon any Collateral, none of the Collateral is subject to unstayed proceedings  to sell such Collateral.  Section 5.05.  Compliance With Laws.  Borrower shall comply in all material respects with  the requirements of all applicable material Laws and all material orders, writs, injunctions and  decrees applicable to it or its property.  Section 5.06.  Compliance With Exchange Act Requirements.  Borrower shall promptly  comply with its reporting obligations under Sections 13 and 16 of the Exchange Act in respect of  the transactions contemplated hereunder, and Borrower shall give prior notice to Administrative  Agent of any public filing of or relating to the Margin Loan Documents and provide Administrative  Agent with a copy of any such report at least one Business Day prior to the filing thereof.  





 






48     #93434686v13   Section 5.07.  Further Assurances.  As promptly as reasonably practicable upon the request  of Administrative Agent, Borrower shall execute and/or deliver any additional agreements,  documents and instruments, and take such further actions as Administrative Agent may reasonably  deem necessary or desirable (a) to assure Collateral Agent is perfected with a first priority Lien on  the Collateral and (b) to carry out the provisions and purposes of the Margin Loan Documents.   Such agreements, documents or instruments or actions shall be reasonably satisfactory to  Administrative Agent.   Section 5.08.  Books And Records.  Borrower shall keep proper books of record and  account in which full, true and correct entries are made of all dealings and transactions in relation  to its business and activities.  Section 5.09.  Maintenance of Separateness.  Borrower shall:  (a) maintain its own separate books and records and bank accounts;  (b) at all times conduct its business solely in its own name and in a manner not  misleading to third parties as to its identity (including through the use of separate stationary or  letterhead);  (c) not commingle its assets with the assets of any other Person and hold its assets in  its own name;  (d) comply strictly with any organization formalities to maintain its separate existence;  (e) pay its own liabilities out of its own funds (after giving effect to any intercompany  loans or additional investments, directly or indirectly, by Guarantor permitted under the Margin  Loan Documents);  (f) maintain an arm’s-length relationship with its Affiliates and enter into transactions  with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s- length transaction (except to the extent that Borrower may enter into any contract or any other  affiliate transaction permitted under the Margin Loan Documents, including making Permitted  Investments) and the Permitted Note;  (g) maintain adequate capital appropriate to the contemplated business purpose,  transactions and liabilities of Borrower; provided that Guarantor, as the ultimate beneficial owner,  shall not be required to make any additional capital contributions to the Borrower except as  required by, or occurring in connection with, the guarantee by Guarantor in favor of Administrative  Agent and the Lenders;  (h) cause the directors, officers, agents and other representatives of Borrower to act at  all times with respect to Borrower consistently and in furtherance of the foregoing and in the best  interests of Borrower;  





 






49     #93434686v13   (i) not identify itself as a division of any other Person (other than as a division of its  owner for applicable tax purposes) and use reasonable efforts to correct any known  misunderstanding regarding the separate identity of Borrower; and  (j) any financial statements maintained by Borrower shall show its assets and liabilities  separate and apart from those of any other Person.  Section 5.10.  Use Of Proceeds.  Borrower shall use the proceeds of the Advances for  general corporate purposes, including Restricted Payments and Permitted Investments.  ARTICLE 6  NEGATIVE COVENANTS  On and after the Closing Date and so long as any Lender has a commitment to make an  Advance or any Obligations (other than indemnification obligations for which no claim has  accrued or been asserted) remain outstanding:  Section 6.01.  Indebtedness.  Borrower shall not create, incur, assume or suffer to exist any  Indebtedness, other than the Obligations under the Margin Loan Documents and any Indebtedness  under the Permitted Note.   Section 6.02.  Liens.  Borrower shall not create, incur, assume or suffer to exist any Lien  upon the Collateral or any other property or asset, whether now owned or hereafter acquired, other  than Permitted Liens.  Section 6.03.  Fundamental Changes.    (a) Borrower shall not (i) engage in any activity other than (w) acquiring and holding  the Shares, and activities incidental thereto or otherwise contemplated herein, (x) issuing Equity  Interests, accepting capital contributions and activities incidental to any of the foregoing, (y)  making Permitted Investments and activities incidental thereto or (z) issuing the Permitted Note;  (ii) acquire or own any material assets other than the Shares, Cash, Cash Equivalents and Other  Collateral, and property incidental thereto; (iii) own any material assets that are not held in the  Collateral Account, (iv) engage in any business other than businesses of the type conducted by  Borrower on the date of execution of this Agreement and businesses reasonably related thereto; or  (v) change its capital structure to include any interests other than a single class of equity interests.  Section 6.04.  Asset Sales.  Borrower shall not sell, transfer, lease or otherwise dispose of  any asset; provided that (x) Borrower may sell or transfer assets for cash (not on an installment  basis) to any direct or indirect Subsidiary of Guarantor in an arm’s-length transaction and (y)  Borrower may sell Collateral Shares in Permitted Sale Transactions.  Section 6.05.  Investments And Acquisitions.  Other than Shares, Cash, Cash Equivalents,  Other Collateral or Permitted Investments, Borrower shall not purchase, hold or acquire (including  pursuant to any merger) any capital stock, evidences of indebtedness or other securities (including  any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any  





 






50     #93434686v13   loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or  any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a  series of transactions) any assets of any other Person constituting a business unit (whether through  purchase of assets, merger or otherwise).   Section 6.06.  Restricted Payments.  Borrower shall not declare or make, or agree to pay  or make, directly or indirectly, any Restricted Payments with respect to Borrower, or incur any  obligation to do so other than, so long as no Event of Default exists and is continuing, Restricted  Payments of assets and properties not required to be held as Collateral under the Margin Loan  Documents.  Borrower shall not make, or agree to make, directly or indirectly, any payment with  respect to the Permitted Note.  Section 6.07.  Investment Company.  Borrower shall not become an “investment company”  or a Person “controlled by” an “investment company,” as such terms are defined in the United  States Investment Company Act of 1940.  Section 6.08.  No Amendment Of Organization Documents, Etc.  Borrower shall not  consent to any material amendment, supplement or other modification of any of the terms or  provisions of its Organization Documents or the Permitted Note, unless consented to by  Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);  provided that an amendment, supplement or modification of the terms and provisions of  Borrower’s Organization Documents to effect the replacement of a director or officer of Borrower  may be made without Administrative Agent’s consent.  Section 6.09.  Formation Of Subsidiaries.  Borrower shall not form, create, organize,  incorporate or acquire any Subsidiaries.  Section 6.10.  Restricted Transaction.  Neither Borrower nor Guarantor shall enter into, or  agree to enter into, any Restricted Transaction.  Section 6.11.  No Impairment of Collateral Shares.  Borrower shall not take any action that  would materially impair the value of the Collateral Shares relative to the value of the Shares  generally or impair Collateral Agent’s security interest therein or its ability to sell or otherwise  realize against such Collateral Shares.  Section 6.12.  Tax Status.  Borrower shall not change its status for U.S. federal income tax  purposes unless Administrative Agent shall have provided its prior written consent to such change,  which consent shall not be unreasonably withheld, conditioned or delayed, and at all times that it  is disregarded as an entity separate from its owner for U.S. federal income tax purposes it will have  a “foreign corporation” (within the meaning of Section 7701(a)(5) of the Code) as its regarded  owner for U.S. federal income tax purposes.  Section 6.13.  Use Of Proceeds.  Borrower shall not use the proceeds of any Advance,  whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or  carry (within the meaning of Regulation U of the FRB) Margin Stock or to extend credit to others  for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally  





 






51     #93434686v13   incurred for such purpose in each case in violation of Regulation U of the FRB, or otherwise use  any such proceeds, in each case in contravention of any Law or any Margin Loan Document.  Section 6.14.  Provision Of Public Information.  Notwithstanding anything to the contrary  in the Margin Loan Documents, Borrower shall use good faith efforts not to provide to any  employee or agent on the “public” side of the internal information wall (such internal information  wall, the “Wall” and each such employee or agent, a “public side person”) of Administrative  Agent, any Lender or any of their respective Affiliates any Material Nonpublic Information with  respect to either Issuer, their Subsidiaries or their securities in any document or notice required to  be delivered pursuant to this Agreement or communication in connection with this Agreement  (each a “Communication”).  Borrower shall be deemed to have represented that any such  Communication addressed or directed by Borrower or any Affiliate of Borrower to, or that  Borrower or such Affiliate believes or should reasonably believe is likely be received by, any  public side person contains no such Material Nonpublic Information.  If at any time, Borrower is  unable to make the representation required under the immediately preceding sentence, it shall use  its reasonable best efforts to put itself in a position of being able to provide such a representation  as promptly as practicable.  If any public side person at Administrative Agent or any Lender or  any of their Affiliates (each a “Lender Party”) receives from Borrower or any Affiliate of  Borrower any Material Nonpublic Information at any time, such Lender Party shall use reasonable  efforts to bring such public side person over to the “private” side of such Wall with respect to such  Material Nonpublic Information.  If, notwithstanding such efforts, Administrative Agent, such  Lender Party or the related Lender, as applicable, reasonably determines, based on the advice of  counsel, that awareness of such Material Nonpublic Information could impair the ability of  Administrative Agent, Collateral Agent or any Lender to exercise any of its remedies under any  Margin Loan Document, such Lender Party may, solely in connection with the exercise of its  remedies under Section 9 of the Security Agreement with respect to the TGP Shares or TNK  Shares, as applicable, and with prior notice to Borrower, disclose such Material Nonpublic  Information publicly, to any potential purchaser of the Collateral or to any other Person in order  to remedy such impairment.  For the avoidance of doubt, no communication (i) between Borrower  and any employee or agent of Administrative Agent, any Lender or any of their respective  Affiliates on the “private” side of the Wall of Administrative Agent, such Lender or such Affiliate  or (ii) to any employee or agent of Administrative Agent, any Lender or any of their respective  Affiliates initiated or solicited by that employee or agent, shall in either case be deemed to violate  the provisions of this Section 6.14.  ARTICLE 7  EVENTS OF DEFAULT  Section 7.01.  Events Of Default.  If any of the following events (“Events of Default”) shall  occur:   (a) Borrower shall fail to pay any principal of any Advance or Make Whole Amount  when and as the same shall become due and payable, whether at the due date thereof or a date  fixed for prepayment thereof or otherwise; provided that if Borrower can demonstrate to the  reasonable satisfaction of Administrative Agent that all necessary instructions were given to effect  such payment and the non-receipt thereof is attributable solely to an error in the banking system,  





 






52     #93434686v13   such payment shall instead be deemed to be due and payable, solely for the purposes of this  paragraph, within 3 Business Days of the originally scheduled due date for such payment;  (b) Borrower shall fail to pay any interest on any Advance or any fee or any other amount  (other than an amount referred to in this Section 7.01) payable under this Agreement, when and as  the same shall become due and payable, and such failure shall continue unremedied for a period  of five Business Days;  (c) any representation or warranty made or deemed made by or on behalf of Borrower  or Guarantor herein or in any Margin Loan Document or any amendment or modification thereof  or waiver thereunder, or in any report, certificate, financial statement or other document furnished  pursuant to or in connection with this Agreement or any Margin Loan Document or any  amendment or modification thereof or waiver thereunder, shall prove to have been materially  incorrect when made or deemed made;  (d) Borrower or Guarantor shall fail to perform or observe any covenant, condition or  agreement applicable to it in Section 5.02, 5.03, 5.04, 5.05, 5.06, 5.09 or Article 6 (but excluding  Section 6.14) of this Agreement or any other Margin Loan Document;   (e) Borrower or Guarantor shall fail to observe or perform any covenant, condition or  agreement in this Agreement or any other Margin Loan Document other than any such covenant,  condition or agreement, referred to in any other Section of this Section 7.01 and such failure shall  not have been remedied or waived within 30 days of receipt by Borrower and Guarantor of written  notice from Administrative Agent of such Default.  (f) (i) any event or condition shall occur (with all applicable grace and notice periods  having expired) that results in any Material Indebtedness of any Cross-Acceleration Person  becoming due prior to its scheduled maturity, provided that this clause shall not apply to secured  Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets  securing such Indebtedness; or (ii) there shall occur under any Swap Contract to which any Cross- Acceleration Person is a party an early termination date (howsoever defined in such Swap Contract)  resulting from any event of default (howsoever defined in such Swap Contract) under such Swap  Contract as to which any Cross-Acceleration Person is the defaulting party (howsoever defined in  such Swap Contract) and the Swap Termination Value owed by such Cross-Acceleration Person  as a result thereof is greater than the Threshold Amount; provided further, that any failure, event  or condition described in this clause (f) shall (A) only constitute an Event of Default hereunder if  such failure, event or condition is unremedied and is not waived by the holders of such  Indebtedness prior to any termination of the Commitments or acceleration of the Total Accrued  Loan Amount pursuant to this Article 7 and (B) not result in a Default or Event of Default  hereunder while any grace or notice period applicable to such failure, event or condition remains  in effect;  (g) (i)  Borrower, Guarantor, an Issuer or any Material Subsidiary of Borrower,  Guarantor or an Issuer shall become unable or admit in writing its inability or shall fail generally  to pay its debts as they become due; (ii) Borrower, Guarantor, an Issuer or any Material Subsidiary  of Borrower, Guarantor or an Issuer shall institute or consent to the institution of any proceeding  





 






53     #93434686v13   under any Debtor Relief Law, or shall make an assignment for the benefit of creditors, or shall  apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator,  rehabilitator or similar officer for it or for all or any material part of its property; (iii) any receiver,  trustee, custodian, conservator, liquidator, rehabilitator or similar officer shall be appointed  without the application or consent of Borrower, Guarantor, an Issuer or any Material Subsidiary  of Borrower, Guarantor or an Issuer and the appointment continues undischarged or unstayed for  ninety (90) calendar days; (iv) any proceeding under any Debtor Relief Law relating to Borrower,  Guarantor, an Issuer or any Material Subsidiary of Borrower, Guarantor or an Issuer or to all or  any material part of the property of Borrower, Guarantor, an Issuer or any Material Subsidiary of  Borrower, Guarantor or an Issuer shall be instituted without the consent of such Person, as the case  may be, and continues undismissed or unstayed for ninety (90) calendar days, or an order for relief  is entered in any such proceeding; or (v) Borrower, Guarantor, an Issuer or any Material Subsidiary  of Borrower, Guarantor or an Issuer shall take any action to authorize any of the actions set forth  above in this Section 7.01;  (h) (i) any material provision of any Margin Loan Document for any reason ceases to be  valid, binding and enforceable in accordance with its terms or (ii) Borrower or Guarantor shall  challenge the enforceability of any Margin Loan Document or shall assert in writing, or engage in  any action or inaction based on any such assertion, that any provision of any of the Margin Loan  Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with  its terms;   (i) (i) the Security Agreement shall for any reason fail to create a valid and perfected  first priority Lien in the Collateral, except as permitted by the terms thereof, the Security  Agreement shall fail to remain in full force or effect or Collateral Agent ceases to have a first  priority perfected Lien in the Collateral or (ii) Borrower or Guarantor shall take any action to  discontinue or assert in writing the invalidity or unenforceability of the Security Agreement, or  Borrower or Guarantor shall fail to comply with any of the terms or provisions of the Security  Agreement;  (j) any money judgment, writ or warrant of attachment or similar process in excess of  the Threshold Amount shall be entered or filed against Borrower or Guarantor on any of their  respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of  30 (thirty) days;  (k) there shall occur a change in the assets of Guarantor such that Guarantor has no  material assets other than its indirect ownership interest in Borrower;  (l) (i) the number of TGP Shares constituting Collateral Shares shall represent more than  50% of the number of outstanding TGP Shares, or (ii) the number of shares of TNK Shares  constituting Collateral Shares shall represent more than 25% of the number of outstanding TNK  Shares, in each case for a period of ten consecutive Business Days;  (m) any Governmental Authority shall condemn, nationalize, seize or otherwise  expropriate all or any substantial part of the property, shares of capital stock or equity or other  





 






54     #93434686v13   assets of any Guarantor and its Subsidiaries taken as a whole or either Issuer and its Subsidiaries  taken as a whole;  (n) (i) there shall occur a Change of Control with respect to Borrower or an Issuer, and  such Change of Control shall continue for three Business Days or (ii) Guarantor shall cease to own,  directly or indirectly, 100% of the outstanding Equity Interests in Teekay GP; or  (o) there shall occur a Collateral Shortfall; provided that such Collateral Shortfall will  not constitute an Event of Default if (i) within the applicable Collateral Shortfall Grace Period,  Borrower prepays outstanding Borrowings pursuant to Section 2.10(a) (the amount of such  prepayment, the “Deficiency Amount”) and/or executes one or more Permitted Sale Transactions  such that immediately after giving effect to such prepayment and/or execution the LTV Ratio is  equal to or less than the Initial LTV Ratio or (ii) at all times during the applicable Collateral  Shortfall Grace Period, the Deficiency Amount, if Borrower were to only prepay outstanding  Borrowings (and not pledge any additional Eligible Collateral or execute one or more Permitted  Sale Transactions) pursuant to clause (i) above, would be less than $2,000,000;  then, and in any such event, and at any time thereafter during the continuance of such event,  Administrative Agent shall, at the request of Lenders having aggregate Applicable Percentages  equal to or in excess of 50% at such time, by written notice to Borrower, take either or both of the  following actions, at the same or different times: (i) declare the Total Accrued Loan Amount to be  forthwith due and payable, whereupon the Total Accrued Loan Amount (including the applicable  Make Whole Amount, if any, payable to Administrative Agent for the account of each Lender  pursuant to Section 2.08(c)) shall become and be forthwith due and payable, without presentment,  demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower and  (ii) declare the Commitments to be terminated, whereupon the same shall forthwith terminate;  provided that upon the occurrence in respect of Borrower of any event of the type described in  Section 7.01(g), (x) the Total Accrued Loan Amount shall automatically become and be due and  payable, without presentment, demand, protest or any notice of any kind, all of which are hereby  expressly waived by Borrower and (y) the Commitments shall automatically be terminated.  Upon  the occurrence and the continuance of an Event of Default, Lender may exercise any rights and  remedies provided to Administrative Agent and the Lenders under the Margin Loan Document or  at law or equity, including all remedies provided under the UCC.  ARTICLE 8  ADMINISTRATIVE AGENT  Section 8.01.  Administrative Agent.   Each of the Lenders hereby irrevocably appoints Administrative Agent as its agent and  authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as  are delegated to Administrative Agent by the terms hereof, together with such actions and powers  as are reasonably incidental thereto.  The Person serving as Administrative Agent hereunder shall have the same rights and  powers in its capacity as a Lender as any other Lender and may exercise the same as though it  





 






55     #93434686v13   were not Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise  expressly indicated or unless the context otherwise requires, include the Person serving as  Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may  accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity  for and generally engage in any kind of business with Borrower, Guarantor or any Subsidiary or  other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any  duty to account therefor to the Lenders.  Administrative Agent shall not have any duties or obligations except those expressly set  forth herein.  Without limiting the generality of the foregoing, (a) Administrative Agent shall not  be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred  and is continuing, (b) Administrative Agent shall not have any duty to take any discretionary action  or exercise any discretionary powers, except discretionary rights and powers expressly  contemplated hereby that Administrative Agent is required to exercise as directed in writing by  the Required Lenders (or such other number or percentage of the Lenders as shall be expressly  provided for elsewhere in this agreement), provided that Administrative Agent shall not be  required to take any action that, in its opinion or the opinion of its counsel, may expose  Administrative Agent to liability or that is contrary to this Agreement, the other Margin Loan  Documents or applicable law, and (c) except as expressly set forth herein, Administrative Agent  shall not have any duty to disclose, and shall not be liable for the failure to disclose, any  information relating to Borrower, Guarantor or any of its Subsidiaries or any of their respective  Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or  any of its Affiliates in any capacity.  Administrative Agent shall not be liable for any action taken  or not taken by it (i) with the consent or at the request of the Required Lenders (or such other  number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe  in good faith shall be necessary, pursuant to this Agreement) or (ii) in the absence of its own gross  negligence or willful misconduct.  Administrative Agent shall be deemed not to have knowledge  of any Default unless and until notice describing such Default is given to Administrative Agent by  Borrower or a Lender and Administrative Agent shall not be responsible for or have any duty to  ascertain or inquire into (i) any statement, warranty or representation made in or in connection  with this Agreement or the other Margin Loan Documents, (ii) the contents of any certificate,  report or other document delivered hereunder or in connection herewith, (iii) the performance or  observance of any of the covenants, agreements or other terms or conditions set forth herein or  therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or  genuineness of this Agreement or any other agreement, instrument or document or (v) the  satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt  of items expressly required to be delivered to Administrative Agent.  Administrative Agent shall be entitled to rely upon, and shall not incur any liability for  relying upon, any notice, request, certificate, consent, statement, instrument, document or other  writing (including any electronic message, Internet or intranet website posting or other  distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated  by the proper Person.  Administrative Agent also may rely upon any statement made to it orally or  by telephone and believed by it to have been made by the proper Person, and shall not incur any  liability for relying thereon.  In determining compliance with any condition hereunder to the  making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender,  





 






56     #93434686v13   Administrative Agent may presume that such condition is satisfactory to such Lender unless  Administrative Agent shall have received notice to the contrary from such Lender prior to the  making of such Advance.  Administrative Agent may consult with legal counsel (who may be  counsel for Borrower), independent accountants and other experts selected by it, and shall not be  liable for any action taken or not taken by it in accordance with the advice of any such counsel,  accountants or experts.  Administrative Agent may perform any and all of its duties and exercise its rights and  powers hereunder by or through any one or more subagents appointed by Administrative Agent.   Administrative Agent and any such sub-agent may perform any and all of its duties and exercise  its rights and powers by or through their respective Related Parties.  The exculpatory provisions  of this Article 8 shall apply to any such sub-agent and to the Related Parties of Administrative  Agent and any such sub-agent, and shall apply to their respective activities in connection with the  syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  Administrative Agent may at any time give notice of its resignation to the Lenders and  Borrower.  Upon receipt of any such notice of resignation, the Required Lenders (calculated  without regard to the Applicable Percentage of the resigning Administrative Agent) shall have the  right, in consultation with Borrower, to appoint a successor, which shall be a commercial bank  with an office in New York, New York, or an Affiliate of any such commercial bank with an office  in New York, New York, and which may, for the avoidance of doubt, be a Lender or an Affiliate  of a Lender.  If no such successor shall have been so appointed by the Required Lenders and shall  have accepted such appointment within 30 days after the retiring Administrative Agent gives  notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders,  appoint a successor Administrative Agent meeting the qualifications set forth above; provided that  if Administrative Agent shall notify Borrower and the Lenders that no qualifying Person has  accepted such appointment, then such resignation shall nonetheless become effective in  accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its  duties and obligations hereunder and under the other Margin Loan Documents and (2) all  payments, communications and determinations provided to be made by, to or through  Administrative Agent shall instead be made by or to each Lender directly, until such time as the  Required Lenders appoint a successor Administrative Agent as provided for above in this  paragraph.  The successor shall be consented to by Borrower at all times other than during the  existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld  or delayed).  Upon the acceptance of a successor’s appointment as Administrative Agent  hereunder, such successor shall succeed to and become vested with all of the rights, powers,  privileges and duties of the retiring (or retired) Administrative Agent, and the retiring  Administrative Agent shall be discharged from all of its duties and obligations hereunder (if not  already discharged therefrom as provided above in this paragraph).  The fees payable by Borrower  to a successor Administrative Agent shall be the same as those payable to its predecessor unless  otherwise agreed between Borrower and such successor.  After the retiring Administrative Agent’s  resignation hereunder and under the other Margin Loan Documents, the provisions of this Article  8 and Section 9.04 shall continue in effect for the benefit of such retiring Administrative Agent,  its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be  taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.  





 






57     #93434686v13   Each Lender acknowledges that it has, independently and without reliance upon  Administrative Agent or any other Lender or any of their Related Parties and based on such  documents and information as it has deemed appropriate, made its own credit analysis and decision  to enter into this Agreement.  Each Lender also acknowledges that it will, independently and  without reliance upon Administrative Agent or any other Lender or any of their Related Parties  and based on such documents and information as it shall from time to time deem appropriate,  continue to make its own decisions in taking or not taking action under or based upon this  Agreement or any related agreement or any document furnished hereunder or thereunder.  ARTICLE 9  MISCELLANEOUS  Section 9.01.  Amendments, Etc.    (a) Neither this Agreement nor any other Margin Loan Document nor any provision  hereof or thereof may be waived, amended or modified except (x) as set forth in Sections 9.01(b),  9.01(c) or 9.01(d) or (y) pursuant to an agreement or agreements in writing entered into by  Borrower, Guarantor (as applicable) and the Required Lenders or by Borrower, Guarantor (as  applicable) and Administrative Agent with the consent of the Required Lenders; provided that no  such agreement shall (i) increase the Commitment of any Lender without the written consent of  such Lender, (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon,  or reduce any fees payable hereunder, without the written consent of each Lender directly affected  thereby, (iii) postpone the scheduled date of payment of the principal amount of any Advance or  any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any  such payment, or postpone the scheduled date of expiration of any Commitment, without the  written consent of each Lender directly affected thereby, (iv) change Section 2.16(c) or (d) in a  manner that would alter the pro rata sharing of payments required thereby, without the written  consent of each Lender, (v) release Guarantor from its obligations under the Guarantee Agreement,  without the written consent of each Lender, (vi) change any of the provisions of this Section 9.01  or the definition of “Required Lenders” or any other provision hereof specifying the number or  percentage of Lenders required to waive, amend or modify any rights hereunder or make any  determination or grant any consent hereunder, without the written consent of each Lender;  provided further that no such agreement shall amend, modify or otherwise affect the rights or  duties of Administrative Agent under any Margin Loan Document without the prior written  consent of Administrative Agent.  Anything herein to the contrary notwithstanding, during such  period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such  Lender will not be entitled to vote in respect of amendments and waivers hereunder and the  Commitment and the outstanding Advance or other extensions of credit of such Lender hereunder  will not be taken into account in determining whether the Required Lenders have approved any  such amendment or waiver (and the definition of “Required Lenders” will automatically be  deemed modified accordingly for the duration of such period); provided that any such amendment  or waiver that would increase the Commitment of such Defaulting Lender, reduce the principal  amount of any Advance of such Defaulting Lender or reduce the rate of interest thereon, or reduce  any fees payable owing to such Defaulting Lender hereunder, postpone the scheduled date of  payment of the principal amount of any Advance of such Defaulting Lender or any interest thereon,  or any fees payable to such Defaulting Lender hereunder, or reduce the amount of, waive or excuse  





 






58     #93434686v13   any such payment, or postpone the scheduled date of expiration of any Commitment of such  Defaulting Lender, or alter the terms of this proviso, will require the consent of such Defaulting  Lender.  (b) Upon the occurrence of a Share Collateral Trigger Event, Administrative Agent may,  with the consent of the Required Lenders, in consultation with Borrower to the extent reasonably  practicable and to the extent that such consultation would not cause undue delay, propose to amend  one or more of the material terms of any Margin Loan Document other than the Guarantee  Agreement (subject to the proviso to Section 9.01(a)) by delivering written notice of such proposed  amendments to Borrower and the Lenders.  Such amendments will take effect at the applicable  Amendment Effective Time; provided that following receipt of such notice, Borrower may (i)  prepay in full the Total Accrued Loan Amount to Administrative Agent for the account of each  Lender prior to the Amendment Effective Time, in which case the proposed amendments will not  take effect and (ii) if Borrower makes the payment described in clause (i), Borrower may (but shall  not be required to) simultaneously terminate the Commitments pursuant to Section 2.05(b) without  paying any Make Whole Amount.   (c) If any of the following events (“Potential Facility Amendment Events”) shall occur:   (i) the occurrence of the tenth scheduled Exchange Business Day prior to the  scheduled consummation of a Merger Event in relation to an Issuer, unless Calculation  Agent determines that such consummation is unlikely to occur;  (ii) the announcement of an event that if consummated or completed would  result in a Delisting of the TGP Shares or the TNK Shares and such shares not being  immediately relisted on a Designated Exchange;  (iii) the payment of an Extraordinary Dividend with respect to either the TGP  Shares or the TNK Shares;  (iv) the occurrence of the record date in respect of a distribution, issue or  dividend to existing holders of the TGP Shares or the TNK Shares of share capital or other  securities of another issuer acquired or owned (directly or indirectly) by the relevant Issuer  in connection with a spin-off or other similar transaction with a value greater than 35% of  the value of the equity interests of the relevant Issuer immediately prior to such record date,  as determined by Calculation Agent;  (v) the imposition of any withholding tax on proceeds of a prospective sale of  Collateral or the announcement by any Person of any transaction or event or series of  transactions or events (including a Change in Law) that could reasonably be expected to  result in such an imposition, as reasonably determined by the Calculation Agent;  (vi) suspension from trading of the TGP Shares or the TNK Shares on the  applicable Exchange for three consecutive Exchange Business Days, other than a  suspension that affects all common equity securities on such Exchange; or  





 






59     #93434686v13   (vii) the Share Collateral Value attributable to the TGP Shares shall represent  less than 50% of the total Share Collateral Value immediately after giving effect to any  withdrawal or release of TGP Shares from the Collateral Account pursuant to Section 2.10;  then, and in any such event, and at any time thereafter during the continuance of such event,  Administrative Agent may, with the consent of the Required Lenders, in consultation with  Borrower to the extent reasonably practicable and to the extent such consultation would not cause  undue delay, propose to amend one or more of the material terms of any Margin Loan Document  other than the Guarantee Agreement (subject to the proviso to Section 9.01(a)) to account for such  Potential Facility Amendment Event by delivering written notice of such proposed amendments  to Borrower and the Lenders.  Such amendments will take effect at the applicable Amendment  Effective Time; provided that following receipt of such notice, Borrower may, prior to the  Amendment Effective Time, (x) prepay in full the Total Accrued Loan Amount to Administrative  Agent for the account of each Lender and (y) terminate the Commitments pursuant to Section  2.05(b) without paying any Make Whole Amount (and, for the avoidance of doubt, Borrower must  take the action described in clause (y) if Borrower takes the action described in clause (x)).  (d) Upon the occurrence of a Redocumentation Event, Borrower may, on or prior to the  applicable Amendment Effective Time, (x) prepay in full the Total Accrued Loan Amount to  Administrative Agent for the account of each Lender and (y) terminate the Commitments pursuant  to Section 2.05(b) without paying any Make Whole Amount (and, for the avoidance of doubt,  Borrower must take the action described in clause (y) if Borrower takes the action described in  clause (x)).  Unless Borrower so elects to prepay the Total Accrued Loan Amount and terminate  the Commitments pursuant to the preceding sentence, then after the applicable Amendment  Effective Time, Administrative Agent may, with the consent of the Required Lenders, split the  Facility into a separate facility with each Lender (each a “Separate Facility”) on economic terms  identical to those of the Facility (subject to any necessary conforming changes), with aggregate  Commitments and outstanding Advances equal to the Commitments and outstanding Advances  under the Facility, and which shall be documented in separate agreements on substantially the  same terms and conditions as this Agreement and the other Margin Loan Documents; provided  that all conditions precedent to the making of the Advances on the occasion of the first Borrowing  specified in this Agreement shall be deemed to be satisfied upon Borrower’s entry into the Separate  Facilities and Borrower shall not be required to deliver any certificates, certifications, opinions or  other documents upon its entry into the Separate Facilities other than (i) standard corporate  housekeeping opinions (with the cost of such opinions to be paid by the applicable Lender or  Lenders, as the case may be, requesting such opinions) and (ii) UCC financing statements in an  appropriate form for filing with the Recorder of Deeds in the District of Columbia and completed  Federal Reserve Board Forms U-1 and G-3, to the extent necessary; provided further that Borrower  shall not be required to incur any increased tax, cost or expense (other than its own out-of-pocket  fees and expenses of counsel) in connection with the establishment and maintenance of the  Separate Facilities other than increased taxes, costs or expenses that Borrower would be required  to incur under this Agreement and the other Margin Loan Documents.  The parties will work  together in good faith to agree on documentation for the Separate Facilities that takes into account  changes appropriate to reflect the fact that each Separate Facility has a single Lender (including,  for the avoidance of doubt, changes to the definition of Permitted Liens to reflect the fact that  Borrower will pledge collateral separately to each Lender).  A Lender shall be Administrative  





 






60     #93434686v13   Agent under each Separate Facility with a single Commitment and outstanding Advances  proportional to the Commitment of such Lender under the Facility, and each Separate Facility will  have its own Collateral Agent and will be separately secured by a portion of the Collateral  proportional to the Commitment in respect of such Separate Facility.  Borrower will not be  responsible for any fees, costs or other expenses incurred by Administrative Agent or any Lender  in connection with the establishment and maintenance of the Separate Facilities, other than fees,  costs and other expenses for which Borrower would be responsible under this Agreement and the  other Margin Loan Documents.  Section 9.02.  Notices; Effectiveness; Electronic Communications.    (a) Except in the case of notices and other communications expressly permitted to be  given by telephone (and except as provided in subsection (b) below), all notices and other  communications provided for herein shall be in writing and shall be delivered by hand or overnight  courier service, mailed by certified or registered mail or sent by facsimile or email as follows, and  all notices and other communications expressly permitted hereunder to be given by telephone shall  be made to the applicable telephone number, as follows:  (i) if to Borrower, to:  Deliver by courier to:    Teekay Finance Limited  4th Floor, Belvedere Building  69 Pitts Bay Road  Hamilton, HM 08 Bermuda  Attn: Secretary  Telephone No.: (441) 298-2530  Facsimile No.: (441) 292-3931   Email: BermudaCorpSec@teekay.com      with a copy to:    Teekay Finance Limited  Suite No. 1778  48 Par-la-Ville Road  Hamilton, HM 11 Bermuda  Attn: Secretary    with a copy to:    Teekay Corporation  c/o Teekay Shipping (Canada) Ltd.  Suite 2000 Bentall 5  550 Burrard Street  Vancouver, BC V6C 2K2  





 






61     #93434686v13   Canada  Attn: Renee Eng, Director, Treasury  Telephone No.: (604) 609-6418  Facsimile No.: (604) 681-3011    and    Rafal Gawlowski  Latham & Watkins LLP  885 Third Avenue  New York, New York 10022    (ii) if to Administrative Agent, to its applicable address set forth on Schedule  9.02.  (iii) if to any other Lender, to it at its address (or facsimile number or electronic  mail address or telephone number) set forth on Schedule 9.02 or in the Assignment and  Assumption pursuant to which such Lender becomes party to this Agreement or to such  other address, facsimile number, electronic mail address or telephone number as shall be  designated by such party in a notice to Borrower and Administrative Agent.   Notices and other communications sent by hand or overnight courier service, or mailed by  certified or registered mail, shall be deemed to have been given when received; notices and other  communications sent by facsimile shall be deemed to have been given when sent (except that, if  not given during normal business hours for the recipient, shall be deemed to have been given at  the opening of business on the next Business Day for the recipient).  Notices and other  communications delivered through electronic communications to the extent provided in subsection  (b) below, shall be effective as provided in such subsection (b).  (b) (i) Notices and other communications sent to an email address shall be deemed  received when sent absent receipt of a failure to deliver notice, and (ii) notices or communications  posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the  intended recipient at its email address as described in the foregoing clause (i) of notification that  such notice or communication is available and identifying the website address therefor.  (c) Any party hereto may change its address (including email address), facsimile or  telephone number for notices and other communications hereunder by notice to the other parties  hereto.  (d) Administrative Agent and the Lenders shall be entitled to rely and act upon any  notices purportedly given by or on behalf of Borrower.  Borrower shall indemnify Administrative  Agent and the Lenders and the Related Parties of Administrative Agent and the Lenders from all  losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice  purportedly given by or on behalf of Borrower, except to the extent such losses, costs, expenses  and liabilities arise from the gross negligence, bad faith or willful misconduct of Administrative  





 






62     #93434686v13   Agent or any of its Related Parties.  All telephonic notices to and other telephonic communications  with Administrative Agent or any Lender may be recorded by such Person, and each of the parties  hereto hereby consents to such recording.  (e) Borrower hereby agrees that service of all writs, process and summonses in any suit,  action or proceeding brought under any Margin Loan Document may be made upon Watson,  Farley & Williams (New York) LLP, presently located at 250 West 55th Street, New York, New  York 10019 (the “Process Agent”), and Borrower hereby confirms and agrees that the Process  Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in  its name, place and stead to accept such service of any and all such writs, process and summonses,  and agrees that the failure of the Process Agent to give any notice of any such service of process  to Borrower shall not impair or affect the validity of such service or of any judgment based thereon.   Borrower hereby further irrevocably consents to the service of process in any suit, action or  proceeding in the manner provided in Section 9.08(d). Borrower shall at all times maintain an  agent for service of process with respect to the Margin Loan Documents in New York, New York  and shall notify the Administrative Agent a reasonable period of time in advance of any change in  the identity or address of such agent.  Section 9.03.  No Waiver; Remedies.    (a) No failure or delay by Administrative Agent or any Lender in exercising any right or  power hereunder or under any other Margin Loan Document shall operate as a waiver thereof, nor  shall any single or partial exercise of any such right or power, or any abandonment or  discontinuance of steps to enforce such a right or power, preclude any other or further exercise  thereof or the exercise of any other right or power.  The rights and remedies of Administrative  Agent and the Lenders hereunder and under any other Margin Loan Document are cumulative and  are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any  provision of any Margin Loan Document or consent to any departure by Borrower therefrom shall  in any event be effective unless the same shall be permitted by Section 9.01, and then such waiver  or consent shall be effective only in the specific instance and for the purpose for which given.  No  notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice  or demand in similar or other circumstances or constitute a waiver of the rights of Administrative  Agent or any Lender to any other or further action in any circumstances without notice or demand.   Without limiting the generality of the foregoing, the making of an Advance shall not be construed  as a waiver of any Event of Default, regardless of whether Administrative Agent or any Lender  may have had notice or knowledge of such Event of Default at the time.  (b) The Advances are made with full recourse to Borrower and constitute direct, general,  unconditional and unsubordinated Indebtedness of Borrower.  (c) Borrower, Administrative Agent and each Lender acknowledge and agree that the  Margin Loan Documents collectively are intended to constitute a “securities contract” as such term  is defined in Section 741(7) of the Bankruptcy Code and that each delivery, transfer, payment and  grant of a security interest made or required to be made hereunder or contemplated hereby or made,  required to be made or contemplated in connection herewith is a “transfer” and a “margin payment”  or a “settlement payment” within the meaning of Section 362(b)(6) and/or (27) and Sections 546(e)  





 






63     #93434686v13   and/or (j) of the Bankruptcy Code. In addition, all obligations under or in connection with the  Margin Loan Documents represent obligations in respect of “termination values,” “payment  amounts” or “other transfer obligations” within the meaning of Sections 362 and 561 of the  Bankruptcy Code. The parties further acknowledge and agree that the Margin Loan Documents  collectively constitute a “master netting agreement” within the meaning of the Bankruptcy Code.  Section 9.04.  Costs And Expenses; Indemnification; Damage Waiver.    (a) Borrower shall pay (i)  all reasonable out-of-pocket expenses incurred by  Administrative Agent and Collateral Agent, including the reasonable fees, charges and  disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel  or the allocated costs of its internal legal department), in connection with the Facility provided for  herein, the preparation and administration of the Margin Loan Documents or any amendments,  modifications or waivers of the provisions of the Margin Loan Documents (whether or not the  transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders  are ready, willing and able to make the Advances contemplated by this Agreement upon  satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”),  and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of  their respective Affiliates, including the fees, charges and disbursements of any counsel (whether  outside counsel or the allocated costs of its internal legal department), in connection with the  enforcement, collection or protection of its rights in connection with the Margin Loan Documents,  including its rights under this Section, or in connection with the Advances made hereunder,  including, subject to Section 9.01(d), all such expenses incurred during any workout, restructuring  or negotiations in respect of such Advances.  (b) Borrower shall indemnify Administrative Agent, Collateral Agent and each Lender  (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such  Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and  all losses, claims, damages, liabilities and related expenses, including the fees, charges and  disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee  by any third party or by Borrower or any Related Party of Borrower arising out of, in connection  with, or as a result of (i) the preparation, negotiation, execution, delivery or administration of this  Agreement, any other Margin Loan Document or any agreement or instrument contemplated  hereby or thereby, the performance by the parties hereto of their respective obligations hereunder  or thereunder, the enforcement or protection of their rights hereunder and thereunder or the  consummation of the transactions contemplated by this Agreement, any other Margin Loan  Document or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or  the use or proposed use of the proceeds therefrom, or (iii)  any actual or prospective claim,  litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,  tort or any other theory, whether brought by a third party or by Borrower or any other Related  Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such  indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,  damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by  final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful  misconduct of such Indemnitee or (y) arise out of any dispute among Indemnitees (other than a  dispute involving claims against Administrative Agent or Collateral Agent, in each case in their  





 






64     #93434686v13   respective capacities as such) that did not involve actions or omissions of Borrower, Guarantor or  their respective Affiliates.  Subsection (b) of this Section 9.04 shall not apply with respect to Taxes  other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.  (c) To the fullest extent permitted by applicable Law, Borrower shall not assert, and  hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,  consequential or punitive damages (as opposed to direct or actual damages) arising out of, in  connection with, or as a result of, this Agreement, any other Margin Loan Document or any  agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,  any Advance or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above  shall be liable for any damages arising from the use by unintended recipients of any information  or other materials distributed by it through telecommunications, electronic or other information  transmission systems in connection with this Agreement or the other Margin Loan Document or  the transactions contemplated hereby or thereby, except to the extent such charges result from the  willful misconduct, bad faith or gross negligence of such Indemnitee.   (d) All amounts due under this Section 9.04 shall be payable not later than ten Business  Days after demand therefor.   (e) To the extent that Borrower fails to pay any amount required to be paid by it to  Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section 9.04,  each Lender severally agrees to pay to Administrative Agent or such Related Party, as the case  may be, such Lender’s Applicable Percentage (determined as of the time that the applicable  unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the  unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case  may be, was incurred by or asserted against Administrative Agent in its capacity as such, or against  any Related Party acting for Administrative Agent in connection with such capacity.   (f) The agreements in this Section 9.04 shall survive the termination of the Facility and  the repayment, satisfaction or discharge of all the other Obligations.  Section 9.05.  Collateral Agent.    Administrative Agent and each Lender hereby appoint Citibank, N.A. as Collateral Agent  hereunder to take such actions on their behalf and to exercise such powers as are delegated to such  agent by the terms of this Agreement, the Security Agreement, the Guarantee or by any written  instruction of Administrative Agent, together with such actions and powers as are reasonably  related thereto to the extent permitted by applicable law.  Without limiting the generality of the  foregoing, Collateral Agent is hereby expressly authorized to execute any and all documents  (including releases) with respect to the Collateral and exercise the rights as a secured party on  behalf of Administrative Agent and each Lender with respect thereto, as contemplated by and in  accordance with the provisions of this Agreement and the Security Agreement to the extent  permitted by applicable law.  Citibank, N.A. hereby accepts and agrees to such appointment.  Section 9.06.  Calculation Agent.  





 






65     #93434686v13   The parties hereto hereby appoint Citibank, N.A. as Calculation Agent to take such actions,  and to exercise such powers, as are delegated to such agent by the terms of the Margin Loan  Documents, and Citibank, N.A. hereby accepts and agrees to such appointment.  Whenever  Calculation Agent is required to act or to exercise judgment in any way, it shall do so in good faith  and in a commercially reasonable manner and, when reasonably practicable, in consultation with  Borrower and to the extent that such consultation would not cause undue delay.  Following any  determination, calculation or other act by Calculation Agent, upon request by Borrower,  Calculation Agent will provide to Borrower a report (in a commonly used file format for the  storage and manipulation of financial data) displaying, in reasonable detail, the basis for such  determination, calculation or action, it being understood that Calculation Agent will not be  obligated to disclose any proprietary models or other confidential or proprietary information or  data used by it for such determination, calculation or action.  Section 9.07.  Payments Set Aside.    To the extent that any payment by or on behalf of Borrower is made to Administrative  Agent or any Lender, or Administrative Agent or any Lender exercises their right of setoff, and  such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,  declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement  entered into by Administrative Agent or such Lender in its discretion) to be repaid to a trustee,  receiver or any other party, in connection with any proceeding under any Debtor Relief Law or  otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to  be satisfied shall be revived and continued in full force and effect as if such payment had not been  made or such setoff had not occurred.   Section 9.08.  Governing Law; Submission To Jurisdiction.    (a) The Margin Loan Documents shall be governed by, and construed in accordance with,  laws of the State of New York without giving effect to its conflict of laws provisions other than  Section 5 1401 of the New York General Obligations Law.    (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits,  for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court  sitting in New York, New York in any action or proceeding arising out of or relating to any Margin  Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto  hereby irrevocably and unconditionally agrees that all claims in respect of any such action or  proceeding may be heard and determined in such New York State or, to the extent permitted by  law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such  action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the  judgment or in any other manner provided by law.  Nothing in this Agreement or any other Margin  Loan Document shall affect any right that Administrative Agent or any Lender may otherwise  have to bring any action or proceeding relating to this Agreement or any other Margin Loan  Document against Borrower or its properties in the courts of any jurisdiction.  (c) Each of the parties to this Agreement hereby irrevocably and unconditionally waives,  to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter  





 






66     #93434686v13   have to the laying of venue of any suit, action or proceeding arising out of or relating to this  Agreement or any other Margin Loan Document in any court referred to in subsection (b) of this  Section 9.08.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted  by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in  any such court.  (d) Each party hereto irrevocably consents to service of process in the manner provided  for notices in Section 9.02(a).  Nothing in this Agreement or any other Margin Loan Document  will affect the right of any party hereto to serve process in any other manner permitted by  applicable Law.  (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO  A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING  OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MARGIN LOAN  DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY  HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY  OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH  OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE  THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER  PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND  THE OTHER MARGIN LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.08(e).   Section 9.09.  Successors and Assigns.  (a) The provisions of this Agreement shall be binding upon and inure to the benefit of  the parties hereto and their respective successors and assigns permitted hereby, except that (i)  Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under  any other Margin Loan Document without the prior written consent of Administrative Agent and  each Lender (and any attempted assignment or transfer by Borrower without such consent shall be  null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations  hereunder except in accordance with this Section 9.09.  Nothing in this Agreement, expressed or  implied, shall be construed to confer upon any Person (other than the parties hereto, their respective  successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the  Related Parties of Administrative Agent and each Lender) any legal or equitable right, remedy or  claim under or by reason of this Agreement.    (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may  assign to a single assignee all or a portion of its rights and obligations under this Agreement  (including all or a portion of its Commitment and the Advances at the time owing to it) with the  prior written consent (such consent not to be unreasonably withheld) of:   





 






67     #93434686v13   (A) Borrower; provided that no consent of Borrower shall be required  for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default  has occurred and is continuing, any other Person (other than a natural person); and    (B) Administrative Agent; provided that no consent of Administrative  Agent shall be required for an assignment to an Affiliate of a Lender.   (ii) Assignments by a Lender shall be subject to the following additional  conditions:   (A) in no event shall there be more than two Lenders;  (B) the amount of the Commitment or Advances of the assigning  Lender subject to each such assignment, and the amount of the Commitment or  Advances of the assigning Lender remaining after each such assignment (in each  case determined as of the date the Assignment and Assumption with respect to  such assignment is delivered to Administrative Agent), in each case shall not be  less than the lesser of (1) $10,000,000 and (2) the entire remaining amount of the  assigning Lender’s Commitments or Advances, as applicable, unless each of  Borrower and Administrative Agent otherwise consent (each such consent not to  be unreasonably withheld or delayed);   (C) each partial assignment shall be made as an assignment of a  proportionate part of all the assigning Lender’s rights and obligations under this  Agreement; and   (D) the parties to each assignment shall execute and deliver to  Administrative Agent an Assignment and Assumption, together with a processing  and recordation fee of $3,500.  (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of  this Section 9.09, from and after the effective date specified in each Assignment and  Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent  of the interest assigned by such Assignment and Assumption, have the rights and  obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,  to the extent of the interest assigned by such Assignment and Assumption, be released from  its obligations under this Agreement (and, in the case of an Assignment and Assumption  covering all of the assigning Lender’s rights and obligations under this Agreement, such  Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of  Sections 2.11, 2.12, 2.14 and 9.15).  Upon request, Borrower (at its expense) shall execute  and deliver a promissory note in the form described in Section 2.15(d) to the assignee  Lender, and the promissory note, if any, theretofore held by the assignor Lender shall be  returned to Borrower in exchange for a new promissory note, payable to the assignee  Lender and reflecting its retained interest (if any) hereunder.  Any assignment or transfer  by a Lender of rights or obligations under this Agreement that does not comply with this  Section 9.09 shall be treated for purposes of this Agreement as a sale by such Lender of a  





 






68     #93434686v13   participation in such rights and obligations in accordance with paragraph (c) of this Section  9.09.   (iv) Administrative Agent, acting solely for this purpose as an agent of Borrower,  shall maintain at one of its offices a copy of each Assignment and Assumption delivered  to it and a register for the recordation of the names and addresses of the Lenders, and the  Commitment of, and principal amount (and stated interest) of the Advances owing to, each  Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the  Register shall be conclusive, and Borrower, Administrative Agent and the Lenders may  treat each Person whose name is recorded in the Register pursuant to the terms hereof as a  Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.   The Register shall be available for inspection by Borrower and any Lender, at any  reasonable time and from time to time upon reasonable prior notice.   (v) Upon its receipt of a duly completed Assignment and Assumption executed  by an assigning Lender and an assignee, the processing and recordation fee referred to in  paragraph (b) of this Section 9.09 and any written consent to such assignment required by  paragraph (b) of this Section 9.09, Administrative Agent shall accept such Assignment and  Assumption and record the information contained therein in the Register.  No assignment  shall be effective for purposes of this Agreement unless it has been recorded in the Register  as provided in this paragraph.  (c) Any Lender may, without the consent of Borrower or Administrative Agent, sell  participations to one or more banks or other entities (other than Borrower of any of its Affiliates)  (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement  and the other Margin Loan Document (including all or a portion of the Advances); provided that  (i) such Lender’s obligations under the Margin Loan Document shall remain unchanged, (ii) such  Lender shall remain solely responsible to the other parties hereto for the performance of such  obligations and (iii) the other parties hereto shall continue to deal solely and directly with such  Lender in connection with such Lender’s rights and obligations under this Agreement.  Subject to  subsection (d) of this Section 9.09, Borrower agrees that each Participant shall be entitled to the  benefits of Sections 2.11, 2.12, and 2.14 (subject to the requirements and limitations therein,  including the requirements under Section 2.12(e) (it being understood that the documentation  required under Section 2.12(e) shall be delivered to the participating Lender)) to the same extent  as if it were a Lender and had acquired its interest by assignment pursuant to this Section 9.09.  To  the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.16  as though it were a Lender.  Any Lender that sells a participation to a Participant, shall, acting  solely for this purpose as an agent of Borrower, maintain a register on which it enters the name  and address of each Participant and the principal amount (and stated interest) of each Participant’s  interest in this Agreement and the other Margin Loan Document; provided that no Lender shall  have any obligation to disclose all or any portion of such register (including the identity of any  Participant or any information relating to a Participant’s interest in any Commitments or Advances  or its other obligations under any Margin Loan Document) to any Person except to the extent such  disclosure is necessary to establish that such Commitment or Advance or other obligation is in  registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section  





 






69     #93434686v13   1.163-5(b) of the Proposed Treasury Regulations (or, in each case, any amended or successor  version).   (d) A Participant shall not be entitled to receive any greater payment under Sections 2.11  and 2.12 than the applicable Lender would have been entitled to receive with respect to the  participation sold to such Participant, except to the extent that such entitlement to receive a greater  payment results from a Change in Law that occurs after the Participant acquired the applicable  participation.  (e) Any Lender may at any time (i) pledge or assign a security interest in all or any  portion of its rights under this Agreement to secure obligations of such Lender or (ii) enter into  derivative transactions relating to such Lender’s Commitments or Advances, and this Section 9.09  shall not apply to any such pledge or assignment of a security interest or derivative transaction;  provided that no such pledge or assignment of a security interest or derivative transaction shall (x)  release such Lender from any of its obligations hereunder or substitute any such pledgee, assignee  or derivative transaction counterparty for such Lender as a party hereto or (y) result in the  rehypothecation of any Collateral.  Section 9.10.  Severability.  Any provision of any Margin Loan Document held to be  invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to  the extent of such invalidity, illegality or unenforceability without affecting the validity, legality  and enforceability of the remaining provisions thereof; and the invalidity of a particular provision  in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  Section 9.11.  Counterparts; Integration; Effectiveness.  This Agreement may be executed  in counterparts (and by different parties hereto on different counterparts), each of which shall  constitute an original, but all of which when taken together shall constitute a single contract.  This  Agreement, the other Margin Loan Document and any separate letter agreements with respect to  fees payable to Administrative Agent or the Lenders constitute the entire contract among the  parties relating to the subject matter hereof and supersede any and all previous agreements and  understandings, oral or written, relating to the subject matter hereof.  Except as provided in Article  4, this Agreement shall become effective when it shall have been executed by Administrative  Agent and when Administrative Agent shall have received counterparts hereof that, when taken  together, bear the signatures of each of the other parties hereto, and thereafter shall be binding  upon and inure to the benefit of the parties hereto and their respective successors and assigns  permitted hereby.  Delivery of an executed counterpart of a signature page of this Agreement by  telecopy or other electronic imaging means (e.g., “pdf” or “tif”) or any electronic signature  complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, shall be effective  as delivery of a manually executed counterpart of this Agreement.  Each of the parties represents  that it has undertaken commercially reasonable steps to verify the identity of each individual  person executing any such counterparts via electronic signature on behalf of such party and has  and will maintain sufficient records of the same.  Section 9.12.  Survival Of Representations.  All covenants, agreements, representations  and warranties made by Borrower in the Margin Loan Documents and in the certificates or other  instruments delivered in connection with or pursuant to this Agreement or any other Margin Loan  





 






70     #93434686v13   Document shall be considered to have been relied upon by the other parties hereto and shall survive  the execution and delivery of the Margin Loan Documents and the making of any Advances,  regardless of any investigation made by any such other party or on its behalf and notwithstanding  that Administrative Agent or any Lender may have had notice or knowledge of any Event of  Default or incorrect representation or warranty at the time any credit is extended hereunder, and  shall continue in full force and effect as long as the principal of or any accrued interest on any  Advance or any other Obligation under this Agreement is outstanding and unpaid or unsatisfied.   The provisions of Sections 2.11, 2.12, 2.14, Section 8.01 and Article 9 shall survive and remain in  full force and effect regardless of the consummation of the transactions contemplated hereby, the  repayment of the Advances, the resignation or replacement of Administrative Agent or the  termination of this Agreement or any other Margin Loan Document or any provision hereof or  thereof.   Section 9.13.  Confidentiality.  Subject to Section 6.14, each of Administrative Agent and  the Lenders agrees to maintain the confidentiality of the Information (as defined below), except  that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and  agents, including accountants, legal counsel and other advisors (it being understood that the  Persons to whom such disclosure is made will be informed of the confidential nature of such  Information and instructed to keep such Information confidential), (b) to the extent requested by  any regulatory authority having jurisdiction over Administrative Agent or any Lender (in which  case the disclosing party agrees to inform Borrower promptly of such disclosure, unless such notice  is prohibited by applicable Law and except in connection with any request as part of a regulatory  examination), (c) to the extent required by applicable laws or regulations or by any subpoena or  similar legal process (in which case the disclosing party agrees to inform Borrower promptly of  such disclosure to the extent permitted by law and except in connection with a regulatory  examination or an audit or examination conducted by bank accountants), (d) to any other party to  this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action  or proceeding relating to this Agreement or any other Margin Loan Document or the enforcement  of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially  the same as those of this Section 9.13, to (i) any assignee of or Participant in, or any prospective  assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual  or prospective counterparty (or its advisors) to any swap or derivative transaction relating to  Borrower and its obligations, (g) with the consent of Borrower or (h) to the extent such Information  (i) becomes publicly available other than as a result of a breach of this Section 9.13 or (ii) becomes  available to Administrative Agent or the applicable Lender on a non-confidential basis from a  source other than Borrower or its Affiliates.  For the purposes of this Section 9.13, “Information”  means all information received from Borrower relating to Borrower or its business hereunder or  pursuant hereto, other than any such information that is available to Administrative Agent or any  Lender on a non-confidential basis prior to disclosure by Borrower; provided that, in the case of  information received from Borrower after the date hereof, such information is clearly identified at  the time of delivery as confidential.  Any Person required to maintain the confidentiality of  Information as provided in this Section 9.13 shall be considered to have complied with its  obligation to do so if such Person has exercised the same degree of care to maintain the  confidentiality of such Information as such Person would accord to its own confidential  information.  





 






71     #93434686v13   Section 9.14.  No Advisory Or Fiduciary Relationship.  In connection with all aspects of  each transaction contemplated hereby (including in connection with any amendment, waiver or  other modification hereof or of any other Margin Loan Document), Borrower acknowledges and  agrees that: (a)(i) the arranging and other services regarding this Agreement provided by  Administrative Agent and the Lenders are arm’s-length commercial transactions between  Borrower and its Affiliates, on the one hand, and Administrative Agent and the Lenders and their  respective Affiliates, on the other hand, (ii) Borrower has consulted its own legal, accounting,  regulatory and tax advisors to the extent it has deemed appropriate, and (iii) Borrower is capable  of evaluating, and understands and accepts, the terms, risks and conditions of the transactions  contemplated hereby and by the other Margin Loan Document; (b)(i) each of Administrative Agent  and each Lender is and has been acting solely as a principal and, except as expressly agreed in  writing herein or otherwise by the relevant parties, has not been, is not, and will not be acting as  an advisor, agent or fiduciary for Borrower or any of its Affiliates, or any other Person and (ii) each  of Administrative Agent and each Lender has no obligation to Borrower or any of its Affiliates  with respect to the transactions contemplated hereby except those obligations expressly set forth  herein and in the other Margin Loan Document; and (c) Administrative Agent and the Lenders and  their respective Affiliates may be engaged in a broad range of transactions that involve interests  that differ from those of Borrower and its Affiliates, and each of Administrative Agent and each  Lender has no obligations to disclose any of such interests to Borrower or any of its Affiliates.  To  the fullest extent permitted by law, Borrower hereby waives and releases any claims that it may  have against Administrative Agent or the Lenders or their respective Affiliates with respect to any  breach or alleged breach of agency or fiduciary duty in connection with any aspect of any  transaction contemplated hereby.   Section 9.15.  Right Of Setoff.  If an Event of Default shall have occurred and be continuing,  Administrative Agent, Collateral Agent and each Lender (each, a “Set-off Party”) is hereby  authorized at any time and from time to time, to the fullest extent permitted by law, to set off and  apply any and all deposits (general or special, time or demand, provisional or final) at any time  held and other obligations at any time owing by such Set-off Party to or for the credit or the account  of Borrower against any and all of the obligations and liabilities of Borrower, irrespective of  whether or not the relevant Set-off Party shall have made any demand under the Margin Loan  Documents and although such obligations may be unmatured.  The rights of each Set-off Party  under this Section 9.15 are in addition to other rights and remedies (including other rights of setoff)  that such Set-off Party may have.  Section 9.16.  Judgment Currency.  If a judgment, order or award is rendered by any court  or tribunal for the payment of any amounts owing to Administrative Agent or any Lender under  this Agreement or any other Margin Loan Document or for the payment of damages in respect of  a judgment or order of another court or tribunal for the payment of such amount or damages, such  judgment, order or award being expressed in a currency (the “Judgment Currency”) other than  Dollars, Borrower agrees (a) that its obligations in respect of any such amounts owing shall be  discharged only to the extent that on the Business Day following Administrative Agent or such  Lender’s receipt, as applicable, of any sum adjudged in the Judgment Currency, Administrative  Agent or such Lender, as applicable, may purchase Dollars with the Judgment Currency, and (b)  to indemnify and hold harmless Administrative Agent or such Lender against any deficiency in  terms of Dollars in the amounts actually received by Administrative Agent or such Lender  





 






72     #93434686v13   following any such purchase (after deduction of any premiums and costs of exchange payable in  connection with the purchase of, or conversion into, Dollars).  The indemnity set forth in the  preceding sentence shall (notwithstanding any judgment referred to in the preceding sentence)  constitute an obligation of Borrower separate and independent from its other obligations hereunder  and shall survive the termination of this Agreement.  Section 9.17.  USA PATRIOT Act Notice.  Each Lender that is subject to the requirements  of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended  (the “Act”), and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies  Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record  information that identifies Borrower, which information includes the name and address of  Borrower and other information that will allow Administrative Agent or such Lender to identify  Borrower in accordance with the Act. Borrower agrees to promptly provide Administrative Agent  or such Lender with all of the information requested by such Person to the extent such Person  deems such information reasonably necessary to identify Borrower in accordance with the Act.  Section 9.18.  Interest Rate Limitation.  Notwithstanding anything herein to the contrary,  if at any time the interest rate applicable to any Advance, together with all fees, charges and other  amounts that are treated as interest on such Advance under applicable law (collectively the  “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted  for, charged, taken, received or reserved by the Lender holding such Advance in accordance with  applicable law, the rate of interest payable in respect of such Advance hereunder, together with all  Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,  the interest and Charges that would have been payable in respect of such Advance but were not  payable as a result of the operation of this Section 9.18 shall be cumulated and the interest and  Charges payable to such Lender in respect of other Advances or periods shall be increased (but  not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon  at the Federal Funds Effective Rate to the date of repayment, shall have been received by such  Lender.  Section 9.19. Qualified Financial Contract.  The parties agree that the terms of Section 1  and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of  bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate  Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S.  Resolution Stay Protocol page at www.isda.org and a copy of which is available upon request),  the effect of which is to amend the qualified financial contracts between the parties thereto to  conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a  part of this Agreement and each other Margin Loan Document, and for such purposes this  Agreement and each other Margin Loan Document shall each be deemed a “Covered Agreement,”  each party that is a Regulated Entity shall be deemed a “Covered Entity” and each party (whether  or not it is a Regulated Entity) shall be deemed a “Counterparty Entity” with respect to each other  party that is a Regulated Entity.  In the event of any inconsistencies between this Agreement or  any other Margin Loan Document and the Bilateral Terms, the Bilateral Terms will govern.  Terms  used in this paragraph without definition shall have the meanings assigned to them under the QFC  Stay Rules.   





 






73     #93434686v13   “QFC Stay Rules” means the regulations codified at 12 C.F.R. § 252.2, §§ 252.81–8, 12  C.F.R. §§ 382.1-7 and 12 C.F.R. §§ 47.1-8, which, subject to limited exceptions, require an express  recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act  and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and  Consumer Protection Act and the override of default rights related directly or indirectly to the entry  of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any  covered affiliate credit enhancements.  “Regulated Entity” means any of the following: (i) a “covered entity” as that term is  defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that  term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”  as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).   Section 9.20.  Disclosure.  Borrower hereby acknowledges and agrees that Administrative  Agent and each Lender and/or their Affiliates from time to time may hold investments in, make  other loans to or have other relationships with Borrower or its Affiliates.    [END OF TEXT]  





 






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed and delivered by their respective officers or representatives thereunto duly authorized, as  of the date first above written.  BORROWER:  TEEKA Y FINANCE LIMITED,  as Borrower  By:  Name: N. Angeii; Burgess  Title: President  [Signature Page to Margin Loan Agreement]  





 






[Signature Page to Margin Loan Agreement]  Commitment:  $100,000,000  CITIBANK, N.A.,  as Administrative Agent  By:  Name:  Title:  CITIBANK, N.A.,  as Collateral Agent and solely in  respect of   Section 9.05  By:  Name:  Title:  CITIBANK, N.A.,  as a Lender  By:  Name:  Title:   James Heathcote Authorized Signatory James Heathcote Authorized Signatory James Heathcote Authorized Signatory 





 






[Signature Page to Margin Loan Agreement]    Commitment:  $50,000,000        DNB BANK ASA,  as a Lender  By:    Name:   Title:    By:     Name:   Title:           





 






    #93434686v13   Schedule 1.01(a)    The following haircuts shall be applicable for purposes of determining the Collateral Value  of Cash Equivalents:  (a) in the case of readily marketable direct obligations of the Government of the United  States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the  full faith and credit of the Government of the United States with a remaining time to maturity: (i)  equal to or less than one year, 99%; (ii) greater than one year but equal to or less than five years,  96%; (iii) greater than five years but equal to or less than ten years, 94%; and (iv) greater than ten  years but equal to or less than 30 years, 88%;   (b) in the case of certificates of deposit of or time deposits with any commercial bank that  is a Lender or a member of the Federal Reserve System that issues (or the parent of which issues)  commercial paper rated as described in clause (c) of the definition of Cash Equivalents, is  organized under the laws of the United States or any state thereof and has combined capital and  surplus of at least $500,000,000: 97%;   (c) in the case of commercial paper in an aggregate amount of no more than $10,000,000  per issuer outstanding at any time, issued by any corporation organized under the laws of any state  of the United States and rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A  1” (or the then equivalent grade) by S&P: 97%; and  (d) in the case of offshore overnight interest bearing deposits in foreign branches of  Administrative Agent, any Lender or an Affiliate of a Lender: 98%.      





 






    #93434686v13   Schedule 1.01(b)    As used in this Agreement, the following terms shall have the following meanings:  “Commitment Fee Rate” means, with respect to any Lender for any calendar day, the rate  per annum determined by reference to the table below, based on the Utilization with respect to  such Lender for such calendar day.  Utilization Commitment Fee Rate  Less than 15% 1.50% per annum  15% or greater, but less than 30% 1.25% per annum  30% or greater, but less than 45% 1.00% per annum  45% or greater, but less than 60% 0.75% per annum  60% or greater, but less than 75% 0.50% per annum  75% or greater 0.25% per annum     “Initial LTV Ratio” means twenty-nine and one-half percent (29.5%); provided that if at  any time the Share Collateral Value attributable to the Shares of any single Issuer shall exceed 80%  of the total Share Collateral Value at such time, then from such time the Initial LTV Ratio shall  mean twenty-seven and one-half percent (27.5%); and provided further that, if thereafter the Share  Collateral Value attributable to the Shares of any single Issuer shall be equal to or lower than 80%  of the total Share Collateral Value at all times on 30 consecutive Exchange Business Days, the  Initial LTV Ratio shall be automatically reinstated to equal twenty-nine and one-half percent  (29.5%), subject to the first proviso herein.  “Make Whole Amount” means, for each Lender, with respect to any Make Whole Event,  an amount equal to the product of (a) the Commitment of such Lender (or in the case of a Make  Whole Event resulting from a permanent reduction in Commitments pursuant to Section 2.05(d),  the amount of such reduction with respect to such Lender), (b) 1.50% and (c) the number of  calendar days from, and including, the date of such Make Whole Event to, and including, the date  that is 12 calendar months after the date hereof divided by 360.  “Spread” means 4.25% per annum.  “Threshold Amount” means $50,000,000.  





 






  #93434686v13   “Upfront Fee” means with respect to each Lender, a fee payable on the Closing Date by  Borrower to Administrative Agent for the account of such Lender, as consideration for the  agreements of such Lender under the Margin Loan Agreement, equal to (a) in the case of Citibank,  N.A., the sum of (i) 0.60% of the Commitment of Citibank, N.A. as of the Closing Date and (ii)  0.15% of the aggregate Commitments of the Lenders as of the Closing Date and (b) with respect  to DNB Bank ASA, 0.60% of the Commitment of DNB Bank ASA as of the Closing Date.    





 






Schedule 3.13       Capitalization Table for Teekay Finance Limited       Equity Interests  Equity Owner   Common Stock and  additional paid in capital  ($.001 par value,  1,751,103,289 issued out of  2,000,000,000 authorized)          Teekay Holdings Limited 1,751,103.289  Contributed Surplus Teekay Holdings Limited 1,749,110,301  Total Equity   1,750,861,404.289           Total Capitalization  1,750,861,404.289                                              





 






    #93434686v13   Schedule 9.02  Address for Payments to Administrative Agent:  Citibank, N.A.  388 Greenwich Street  New York, NY 10013  Payment Instructions:  Bank: Citibank NA New York  BIC: CITIUS33 (or ABA: 021000089)  F/O: Citibank New York  A/C: 00167679  Ref: NY Swap Operations  Address for Notices to Administrative Agent:  Citibank, N.A.  390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives, Dustin Sheppard/Jamie O’Reilly/Joseph Stoots/Theodore  Finkelstein  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7272  Email: dustin.c.sheppard@citi.com; jamie.oreilly@citi.com; joseph.stoots@citi.com;  theodore.finkelstein@citi.com; eq.us.corporates.middle.office@citi.com  Address for Notices to Citibank, N.A. as Lender:  Citibank, N.A.  390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives, Dustin Sheppard/Jamie O’Reilly/Joseph Stoots/Theodore  Finkelstein  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7272  Email: dustin.c.sheppard@citi.com; jamie.oreilly@citi.com; joseph.stoots@citi.com;  theodore.finkelstein@citi.com; eq.us.corporates.middle.office@citi.com  Address for Notices to DNB Bank ASA as Lender:  DNB Bank ASA  Dronning Eufemias gate 30  0191 Oslo  Norway  





 






  #93434686v13   Attn: Securities Finance, Kenneth Hage/Rune Christiansen/Kristoffer Eikrem  Telephone No: +4724169220  Email: prime.finance@dnb.no, kenneth.hage@dnb.no, rune.christiansen@dnb.no,  kristoffer.eikrem@dnb.no    





 






  Exhibit A to Margin Loan Agreement  A-1  #93434686v13   EXHIBIT A  FORM OF BORROWING NOTICE  Borrowing Notice  Citibank, N.A., as Administrative Agent   390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives  [Date]  Ladies and Gentlemen:  The undersigned, TEEKAY FINANCE LIMITED (“Borrower”), refers to the Margin  Loan Agreement dated as of September 29, 2020 (as from time to time amended, the “Margin  Loan Agreement,” the terms defined therein being used herein as therein defined), by and among  Borrower, the Lenders party thereto and Citibank, N.A. as Administrative Agent (“Administrative  Agent”) and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Margin Loan  Agreement, that the undersigned hereby requests a Borrowing under the Margin Loan Agreement,  and in that regard sets forth below the information relating to such Advance (the “Proposed  Borrowing”) as required by Section 2.03(a)(i) of the Margin Loan Agreement:  (i) The Business Day of the Proposed Borrowing is _________, ____.  (ii) The aggregate amount of the Proposed Borrowing is $_____________.  (iii) The Funding Account to which proceeds of the Proposed Borrowing should be  deposited is ____________.   The undersigned hereby certifies that the following statements are true on the date hereof  and will be true on the date of the Proposed Borrowing:  (a) Each of the representations and warranties contained in Article 3 of the Margin  Loan Agreement or in any other Margin Loan Document are true and correct in all  material respects on and as of the date of the Proposed Borrowing, except to the  extent that such representations and warranties specifically refer to an earlier date,  in which case they shall be true and correct in all material respects as of such earlier  date.  (b) Since the date of the last financial statements delivered pursuant to Section  4.01(a)(x) or Section 5.01, as applicable, with respect to Guarantor, no event or  condition has resulted in, or could be reasonably expected to cause, either  





 






Exhibit A to Margin Loan Agreement  A-2  #93434686v13   individually or in the aggregate, a Material Adverse Effect with respect to  Guarantor.  (c) Immediately after giving effect to the Proposed Borrowing, the LTV Ratio shall not  exceed the Initial LTV Ratio.  (d) No Default or Event of Default shall have occurred and be continuing, or would  result from the Proposed Borrowing or from the application of the proceeds  therefrom.   (e) Borrower has not provided notice of termination of the Facility.   (f) The Collateral Requirement has been satisfied in all respects.  This Borrowing Notice is a representation and warranty by Borrower that all other  conditions specified in Section 4.02 will be satisfied on and as of the date of the Proposed  Borrowing.  Very truly yours,  TEEKAY FINANCE LIMITED    By:    Name:   Title:    





 






  Exhibit B to Margin Loan Agreement  B-1  #93434686v13   EXHIBIT B  FORM OF PLEDGE AND CONTROL AGREEMENT    [Attached]  





 






  PLEDGE AND SECURITY AGREEMENT  This Pledge and Security Agreement (this “Security Agreement”) is entered into as of  September 29, 2020, by and between Citibank, N.A., as Collateral Agent for the benefit of the  Lenders (as defined below) (“Secured Party”), and Teekay Finance Limited, a Bermuda  exempted company (“Pledgor”).   Reference is made herein to that certain Margin Loan Agreement of even date herewith  by and among Pledgor, as “Borrower,” the Lenders party thereto (the “Lenders”) and Citibank,  N.A., as Administrative Agent (as such may be amended, modified, supplemented or restated from time to time, the “Margin Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Margin Loan Agreement. WHEREAS, the Borrower is a party to that certain Margin Loan Agreement, dated  December 21, 2012 ((as amended, restated, amended and restated, modified or supplemented  prior to the date hereof, the “2012 Loan Agreement”), by and among the Pledgor, as borrower,  Citibank, N.A., as Administrative Agent (under and as defined therein) and the lenders party  thereto from time to time;  WHEREAS, as of the date hereof Pledgor is the beneficial owner of 35,958,274 common  units (“TGP Shares”) of Teekay LNG Partners L.P., a limited partnership organized under the  laws of the Republic of the Marshall Islands (“TGP Issuer”), and 5,036,306 shares of Class A  common stock, par value $0.01 per share (“TNK Shares” and together with TGP Shares, the  “Shares”), of Teekay Tankers Ltd., a corporation organized under the laws of the Republic of the  Marshall Islands (“TNK Issuer” and together with TGP Issuer, the “Issuers”), in each case listed  on The New York Stock Exchange;  WHEREAS, as a condition precedent to the obligation of each Lender to make loans to  Borrower under the Margin Loan Agreement, Pledgor has caused to be executed by each Issuer  and delivered to Secured Party an Issuer Acknowledgement dated as of the date hereof (each, an  “Issuer Acknowledgement”);  WHEREAS, the Lenders have required, as a condition to the obligation of each Lender  to make loans to Borrower under the Margin Loan Agreement, that Pledgor execute and deliver  this Security Agreement; and  WHEREAS, Pledgor agrees to grant a security interest in, and pledge and assign as  applicable, the Collateral (as defined below) to Secured Party, as herein provided;  NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which  are hereby acknowledged and agreed, the parties hereto agree as follows:  1. Security Interest.  For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby pledges, collaterally assigns and grants to  Secured Party, on its behalf and for the benefit of the Lenders and Administrative Agent, a  continuing first priority security interest in and lien on, and a right of set-off against, the  





 






2  Collateral to secure the payment and the performance of the Secured Obligations (as defined  below).  2. Collateral.  The security interest granted hereunder to Secured Party is in all of  Pledgor’s right, title and interest in and to, or otherwise with respect to, the following property  and assets whether now owned or existing or hereafter acquired or arising and regardless of  where located (collectively, the “Collateral”):  (a) (i) the Collateral Shares; (ii) all dividends, shares, securities, cash,  instruments, moneys or property (a) representing a dividend, distribution or return of  capital in respect of any of the Collateral Shares or other property described in this  definition, (b) resulting from a split-up, revision, reclassification, recapitalization or other  similar change with respect to any of the Collateral Shares or other property described in  this definition, (c) otherwise received in exchange for or converted from any of the  Collateral Shares or other property described in this paragraph and any subscription  warrants, rights or options issued to the holders of, or otherwise in respect of, any of the  Collateral Shares or other property described in this definition; and (iii) in the event of  any consolidation or merger with respect to either Issuer in which such Issuer is not the  surviving entity, all shares of each class of the capital stock of the successor entity  formed by or resulting from such consolidation or merger that are exchanged for the  applicable Collateral Shares;  (b) the Collateral Account (as defined below) and any cash, securities  (including the Collateral Shares), general intangibles, investment property, financial  assets, and other property that may from time to time be deposited, credited, held or  carried in the Collateral Account pursuant to this Agreement or the Margin Loan  Agreement; all security entitlements as defined in §8-102(a)(17) of the UCC with respect  to any of the foregoing and all income and profits on any of the foregoing, all dividends,  interest and other payments and distributions with respect to any of the foregoing, all  other rights and privileges appurtenant to any of the foregoing, including any voting  rights and any redemption rights, and any substitutions for any of the foregoing and any  proceeds of any of the foregoing, in each case whether now existing or hereafter arising;   and   (c) all Proceeds (as defined below) of the Collateral described in the  foregoing clauses (a) and (b).  As used herein, the term “Collateral Account” means, collectively, each of the accounts  with the numbers specified No. 768-70164-1-5-473, No. 768-70466-1-0-473 and No. 768-70467- 1-9-473 of Pledgor established and maintained by the Custodian, including any subaccount,  substitute, successor or replacement account in or to which any Collateral is now or hereafter  held or credited.  Any renumbering of the Collateral Account by Custodian shall not limit the  rights of Secured Party hereunder, and to the extent necessary such renumbering shall be  automatically incorporated into the definition of Collateral Account.  “Proceeds” means all  proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the  collection, sale, lease, exchange, assignment, or other disposition of, or other realization upon,  any Collateral.  Notwithstanding anything in this Security Agreement to the contrary, the  





 






3  Collateral shall not include any assets that have been released from the Collateral Account  pursuant to Section 2.10 of the Margin Loan Agreement or the proceeds of any sale of such  assets.  The security interest granted hereunder is granted as security only and shall not subject  Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor  with respect to any of the Collateral or any transaction in connection therewith.  3. Collateral Maintenance and Administration.  (a) Upon written demand of Secured Party, accompanied by reasonable  backup documentation (which, in the case of any request for reimbursement of taxes  previously paid by Secured Party, will include evidence of the payment of such taxes to  the applicable Governmental Authority), Pledgor shall pay to Secured Party the amount  of any Taxes that Secured Party may be required to pay by reason of the security interest  granted herein or to free any Collateral from any Lien thereon (other than Permitted  Liens).  (b) At all times prior to an Event of Default, Pledgor shall have the right to  exercise all voting powers.  After the occurrence and during the continuance of an Event  of Default and written notice by Secured Party to Pledgor or of exercise of its rights  under this Section 3(b), the right to vote any Collateral shall be vested exclusively in  Secured Party.  To this end, Pledgor hereby irrevocably constitutes and appoints Secured  Party the proxy and attorney-in-fact of Pledgor, with full power of substitution, to vote,  and to act with respect to, any and all Collateral standing in the name of Pledgor or with  respect to which Pledgor is entitled to vote and act; provided that such proxy may only be  exercised after the occurrence of an Event of Default.  The proxy and appointment as  attorney-in-fact herein granted is coupled with an interest, is irrevocable, and shall  continue until the Secured Obligations have been paid and performed in full.  (c) The parties hereto agree that at all times prior to the exercise of remedies  pursuant to Section 9 hereof following an Event of Default, Pledgor or, in the event  Pledgor is a disregarded entity for U.S. federal income tax purposes, Pledgor’s regarded  direct or indirect owner, shall be treated as the owner of the Collateral for all Tax  purposes.   4. Secured Obligations.  All Obligations (the “Secured Obligations”) are secured by  this Security Agreement.  5. Pledgor’s Representations and Warranties.   Pledgor hereby represents and  warrants to Secured Party that:  (a) The security interest in the Collateral granted pursuant to this Security  Agreement is a valid and binding security interest in the Collateral subject to no other  Liens other than Permitted Liens.  Pledgor has not made any still effective registrations,  filings or recordations in any jurisdiction evidencing a security interest in any of the  foregoing including the filing of a register of mortgages, charges and other encumbrances  or filings of UCC-1 or other financing statements, other than with respect to Liens  





 






4  granted to Collateral Agent under the Margin Loan Documents and other than Liens  granted under the "Margin Loan Documents" (as defined in the 2012 Loan Agreement) to  the "Collateral Agent" (as defined in the 2012 Loan Agreement), in respect of which (x)  such "Collateral Agent" will file UCC-3 financing statements in District of Columbia,  USA and (y) Pledgor will file Form 11 with the Registrar of Companies in Bermuda, in  each case (x) and (y), on or about the date hereof, to evidence release of such Liens  granted under such "Margin Loan Documents".  (b) Subject to the execution of the Control Agreement by the parties thereto,  (i) the security interest created in favor of Secured Party in the Collateral Account and the  security entitlements in respect of the Collateral Shares and other financial assets credited  thereto will constitute a perfected security interest securing the Secured Obligations  subject to no prior Liens or rights of others, (ii) Secured Party will have control (within  the meaning of Section 8-106 and 9-106 of the UCC) thereof and (iii) no action based on  an adverse claim to such security entitlement or such financial asset, whether framed in  conversion, replevin, constructive trust, equitable lien or other theory, may be asserted  against Secured Party.  (c) With respect to all other Collateral that may be perfected by filing a  financing statement pursuant to the New York UCC, when a UCC financing statement in  the form of Exhibit A hereto is filed in the appropriate offices against Pledgor in the  locations listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the  secured party), Secured Party will have a valid and perfected first priority (subject to any  Permitted Liens) security interest in such Collateral as security for the payment and  performance of the Secured Obligations.  (d) (i) None of the Collateral has been issued or transferred in violation of the  securities registration, securities disclosure or similar laws of any jurisdiction to which  such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls  or commitments of any character whatsoever relating to the Collateral or that obligate the  issuer of any Equity Interest included in the Collateral to issue additional Equity Interests,  and (iii) no consent, approval, authorization, or other action by, and no giving of notice,  filing with, any governmental authority or any other Person is required for the pledge by  Pledgor of the Collateral pursuant to this Security Agreement or for the execution,  delivery and performance of this Security Agreement by Pledgor, or for the exercise by  Secured Party or the Lenders of the voting or other rights provided for in this Security  Agreement or for the remedies in respect of the Collateral pursuant to this Security  Agreement, except as may be required in connection with such disposition by laws  affecting the offering and sale of securities generally.  6. Pledgor’s Covenants.  During the term of this Security Agreement:  (a) Pledgor shall defend the Collateral against all claims and demands of all  persons at any time claiming any interest therein adverse to Secured Party.  Pledgor shall  not, at any time, file or suffer to be on file, or authorize or permit to be filed or to be on  file, in any jurisdiction, any financing statement or like instrument with respect to the  Collateral in which Secured Party is not named as the sole secured party. Pledgor shall  





 






5  take such action as necessary so that the Shares constituting Collateral held in the  Collateral Account, at all times, are not subject to any Transfer Restrictions, other than  Existing Transfer Restrictions.   (b) Pledgor shall pay all reasonable costs to defend and enforce the security  interest created by this Security Agreement, collect the Secured Obligations, and defend,  enforce and collect the Collateral, including but not limited to Taxes, assessments,  reasonable attorney's fees, reasonable legal expenses and reasonable expenses of sales.   Whether the Collateral is or is not in Secured Party’s possession, and without any  obligation to do so and without waiving Pledgor’s default for failure to make any such  payment, Secured Party at its option may pay any such costs and expenses and discharge  encumbrances on the Collateral, and any payments of such costs and expenses and any  payments to discharge such encumbrances shall be a part of the Secured Obligations and  bear interest at the default rate set forth in the Margin Loan Agreement.  Pledgor agrees  to reimburse Secured Party on demand for any payments of such costs and expenses and  any payments to discharge such encumbrances, in each case that are reasonable.  (c) Pledgor shall take such other actions as Secured Party shall reasonably  deem reasonably necessary or appropriate to perfect and duly record the Lien created  under this Security Agreement in the Collateral, including executing, delivering, filing  and/or recording, in such locations and jurisdictions as Secured Party shall reasonably  specify, any financing statement, notice, instrument, document, agreement or other  papers that may be necessary or desirable (in the reasonable judgment of Secured Party)  to create, preserve, perfect or validate the security interest granted pursuant hereto and  the priority thereof or to enable Secured Party to exercise and enforce its rights under this  Security Agreement with respect to such security interest, it being understood that as of  the Closing Date, the only actions that shall be required under this subsection (c) shall be  the delivery of the Shares with respect to the Collateral Account, the execution and  delivery by Pledgor of the Control Agreement and the filing of a financing statement in  appropriate form in the office of the Recorder of Deeds of the District of Columbia and  the filing of this Security Agreement with the Registrar of Companies in Bermuda.  (d) Without limiting the generality of the foregoing, Pledgor will take, or  cause to be taken, all action that may be required under the laws of the jurisdiction of  organization of the Issuers or under any of their organizational documents to ensure that  the security interest granted hereunder is perfected and ranks prior to all Liens and rights  of others therein other than Permitted Liens.  (e) Pledgor shall: (i) promptly furnish an employee or agent that is not a  public side person at Secured Party any information with respect to the Collateral  reasonably requested by Secured Party and (ii) allow Secured Party or its representatives  to inspect and copy, or furnish an employee or agent that is not a public side person at  Secured Party or its representatives with copies of, all records relating to the Collateral  (other than information or records Pledgor is prohibited from disclosing due to applicable  Law or contractual restrictions not otherwise prohibited by the Margin Loan Agreement);  provided that, for the avoidance of doubt, Pledgor shall not be required to furnish or  provide Material Nonpublic Information pursuant to this Section 6(e). Notwithstanding  





 






6  the foregoing, to the extent any information requested by Secured Party is not then  available, Pledgor will furnish to Secured Party or cause to be furnished to Secured Party  such information as soon as reasonably practicable after such request.   (f) Without at least thirty (30) days’ prior written notice to Secured Party,  Pledgor shall not (i) maintain any of Pledgor’s books and records with respect to the  Collateral at any office, or maintain Pledgor’s place of business (or, if Pledgor has more  than one place of business, Pledgor’s chief executive office) at any place other than at the  address indicated in Section 9.02 of the Margin Loan Agreement or (ii) change Pledgor’s  name, or the name under which Pledgor does business, or the form or jurisdiction of  Pledgor’s organization from the name, form and jurisdiction set forth on the first page of  this Security Agreement.  (g) Pledgor shall not close the Collateral Account or transfer any Collateral  held therein or credited thereto (other than any Collateral that has been released in  accordance with Section 2.10 of the Margin Loan Agreement) without (i) obtaining the  prior written consent of Secured Party and (ii) entering into such agreements as Secured  Party may in its sole discretion require to ensure the continued priority and perfection of  its lien on such Collateral.  7. Ownership and Bust-Up.  (a) Definitions. As used in this Section 7:   “Aggregated Person” means, with respect to any Lender, such Lender or any Lender  Group with respect to such Lender (as defined above) or any person whose ownership position  would be aggregated with that of such Lender or such Lender Group.  “Beneficial Ownership” means, in respect of Secured Party or any Lender and either  TGP Shares or TNK Shares, the “beneficial ownership” (within the meaning of Section 13(d)) of  outstanding TGP Shares or TNK Shares, as the case may be, without duplication, by Secured  Party or such Lender, as the case may be, together with any of their respective Affiliates or other  Persons subject to aggregation with Secured Party or such Lender, as the case may be, under  Section 13(d) for purposes of “beneficial ownership”, or by any “group” (within the meaning of  Section 13(d)) of which Secured Party or such Lender, as the case may be, are, or are deemed to  be, a part (Secured Party or such Lender, as the case may be, and any such Affiliates, Persons  and groups, collectively, the “Secured Party Group” or the “Lender Group” with respect to such  Lender, as the case may be) (or, to the extent that, as a result of a change in law, regulation or  interpretation after the date hereof, the equivalent calculation for purposes of determining status  as a beneficial owner under Section 16 of the Exchange Act and the rules and regulations  promulgated thereunder results in a higher ownership level, such ownership level).  “Qualifying Disposition” means a sale, transfer or other disposition of Collateral Shares:   (i) to any person who acquired them in a broadly distributed public offering of the  Collateral Shares that is registered under the Securities Act (including the underwriter of such  offering, which may be an Affiliate of Secured Party or any Lender);  





 






7  (ii) effected on the Exchange for the relevant Shares so long as neither Secured Party  nor any Lender (nor any Affiliate of Secured Party or any Lender) solicited or arranged for the  solicitation of orders to buy such Collateral Shares in anticipation of or in connection with such  sale;  (iii)  made in compliance with the manner-of-sale requirements set forth in Rule 144(g)  of the Securities Act;  (iv) to a person that is not an Affiliate of Secured Party or any Lender and, after  giving effect to such sale, transfer or other disposition, will not be an “affiliate”, as such term is  used in Rule 144, of either TGP Issuer or TNK Issuer; or   (v) to a person that is an “affiliate” (as used in Rule 144) of TGP Issuer or TNK  Issuer prior to such sale, transfer or other disposition so long as the number of Collateral Shares,  or Shares that are collateral or other security for any other transaction to which Secured Party or  Lenders are parties, sold, transferred or otherwise disposed of to such person (in any manner at  any time, in one transaction or a series of transactions) does not in the aggregate exceed 5% of  the outstanding TGP Shares or TNK Shares, as applicable.  “Section 13(d)” means Section 13(d) of the Exchange Act and the rules and regulations  promulgated thereunder.  “Secured Party Person” means Secured Party or any Secured Party Group (as defined  above) or any person whose ownership position would be aggregated with that of Secured Party  or any Secured Party Group.  (b) Ownership Provision.   (i) Notwithstanding any other provision of the Margin Loan  Documents to the contrary, in no event shall Secured Party be entitled to acquire,  receive, vote or exercise any other rights of a secured party in respect of any  Collateral Shares to the extent (but only to the extent) that immediately upon  giving effect to such acquisition, receipt or exercise of such rights:  (A) the Beneficial Ownership by any Secured Party Person  or any Aggregated Person with respect to such Lender, as applicable, of  TGP Shares or TNK Shares would be equal to or greater than 8.0% of  the number of the total outstanding TGP Shares or TNK Shares, as  applicable; or  (B) any Secured Party Person or any Aggregated Person  with respect to such Lender, as applicable, under any federal, state or  local laws, rules, regulations or regulatory orders or any provisions of the  Organization Documents of the applicable Issuer or any agreement to  which Pledgor is a party, in each case, applicable to ownership of TGP  Shares or TNK Shares (“Applicable Restrictions”), would own,  beneficially own, constructively own, control, hold the power to vote or  otherwise meet a relevant definition of ownership in excess of a number  





 






8  of TGP Shares or TNK Shares, as applicable, equal to: (i) the number of  TGP Shares or TNK Shares, as applicable, that would give rise to any  reporting or registration obligation or other requirement (including  obtaining prior approval by any person or entity) of such Secured Party  Person or such Aggregated Person, as applicable, or would result in an  adverse effect on such Secured Party Person or such Aggregated Person,  as applicable, under any Applicable Restriction, as determined by  Secured Party (in the case of a Secured Party Person) or such Lender (in  the case of a Aggregated Person with respect to such Lender) in its  reasonable discretion, in each case minus (ii) 1% of the number of the  total outstanding TGP Shares or TNK Shares, as applicable  (each of paragraphs (A) and (B) above, an “Ownership Limitation”).   (ii) The inability of Secured Party to acquire, receive or exercise  rights with respect to Collateral Shares as provided above at any time as a result  of an Ownership Limitation shall not preclude Secured Party, as the case may be,  from taking such action at a later time when no such Ownership Limitation is  then existing or would result under this provision with respect to Secured Party.   Notwithstanding any other provision of the Margin Loan Documents to the  contrary, Secured Party shall not become the record or beneficial owner, or  otherwise have any rights as a holder, of any Collateral Shares that Secured Party  is not entitled to acquire or receive, or exercise any other rights of a secured party  in respect of, at any time pursuant to this Ownership Provision, until such time as  Secured Party is not prohibited from acquiring, receiving or exercising such  rights in respect thereof under this Ownership Provision, and any such  acquisition, receipt or exercise of such rights shall be void and have no effect to  the extent (but only to the extent) that Secured Party is so prohibited.  (c) Bust-up Provision. Notwithstanding any other provision of the Margin  Loan Documents to the contrary, any sale, transfer or other disposition of Collateral  Shares by Secured Party must be a Qualifying Disposition.    8. Power of Attorney.  Pledgor hereby irrevocably constitutes and appoints Secured  Party and any officer or agent thereof, with full power of substitution, as its true and lawful  attorney-in-fact with full irrevocable power and authority in the name of Pledgor or in its own  name, to take upon the occurrence and during the continuance of an Event of Default that has not  been waived, cured or deemed not to occur pursuant to Section 7.01 of the Margin Loan  Agreement, any and all action and to execute any and all documents and instruments that  Secured Party at any time and from time to time deems necessary or desirable to accomplish the  purposes of this Security Agreement, including, without limitation, selling any of the Collateral  on behalf of Pledgor as agent or attorney in fact for Pledgor and applying the proceeds received  therefrom in accordance with Section 9(g) below; provided that nothing in this paragraph shall  be construed to obligate Secured Party to take any action hereunder nor shall Secured Party be  liable to Pledgor for failure to take any action hereunder. This appointment shall be deemed a  power coupled with an interest, is irrevocable, and shall continue until the Obligations have been  paid and performed in full.  Without limiting the generality of the foregoing, so long as Secured  





 






9  Party shall be entitled under Section 9 to make collections in respect of the Collateral, Secured  Party shall have the right and power to receive, endorse and collect all checks made payable to  the order of Pledgor representing any dividend, payment or other distribution in respect of the  Collateral or any part thereof and to give full discharge for the same.  9. Remedies.    (a) Upon the occurrence and during the continuance of an Event of Default,  Secured Party may: take control of proceeds, including stock received as dividends or by  reason of stock splits; release the Collateral in its possession to Pledgor, temporarily or  otherwise; take control of funds generated by the Collateral, such as cash dividends,  interest and proceeds, and use same to reduce any part of the Secured Obligations and  exercise all other rights that an owner of such Collateral may exercise; and at any time  transfer any of the Collateral or evidence thereof into its own name or that of its nominee.  Secured Party shall not be liable for failure to collect any account or instruments, or for  any act or omission on the part of Secured Party, its officers, agents or employees, except  for any act or omission arising out of their own willful misconduct, gross negligence or  fraud. The foregoing rights and powers of Secured Party will be in addition to, and not a  limitation upon, any rights and powers of Secured Party given by law, elsewhere in this  Security Agreement, the other Margin Loan Documents or otherwise.  (b) In addition to and not in lieu of the rights set forth in paragraph (a) of this  Section 9, upon the occurrence and during the continuance of an Event of Default,  Secured Party may, without notice of any kind, which Pledgor hereby expressly waives  (except for any notice required under this Security Agreement or any other Margin Loan  Document that may not be waived under applicable Law and only to the extent permitted  by applicable Law), at any time thereafter exercise and/or enforce any of the following  rights and the remedies, at Secured Party’s option:  (i) Deliver or cause to be delivered from the Collateral Account to  itself or to an Affiliate, TGP Shares, TNK Shares and any other Collateral;  (ii) Demand, sue for, collect or receive any money or property at any  time payable or receivable on account of or in exchange for any of the Collateral,  and otherwise exercise all of Pledgor’s rights with respect to any and all of the  Collateral, in its own name, in the name of Pledgor or otherwise; provided that  Secured Party shall have no obligation to take any of the foregoing actions; and  (iii) Sell, lease, assign or otherwise dispose of all or any part of the  Collateral, at such place or places and at such time or times as Secured Party  deems best, and for cash or for credit or for future delivery (without thereby  assuming any credit risk), at public or private sale, upon such terms and  conditions as it deems advisable, without demand of performance or notice of  intention to effect any such disposition or of the time or place thereof (except  such notice as is required by applicable Law and cannot be waived), and to the  extent permitted by applicable Law, Secured Party may be the purchaser, lessee,  assignee or recipient of any or all of the Collateral so disposed of at any public  





 






10  sale or at one or more private sales and thereafter hold the same absolutely, free  from any claim or right of whatsoever kind, including any right or equity of  redemption (statutory or otherwise), of Pledgor, any such demand, notice and  right or equity being hereby expressly waived and released to the extent  permitted by applicable Law.  Secured Party may, without notice or publication,  adjourn any public or private sale or cause the same to be adjourned from time to  time by announcement at the time and place fixed for the sale, and such sale may  be made at any time or place to which the sale may be so adjourned.  (c) Pledgor specifically understands and agrees that any sale by Secured Party  of all or part of the Collateral pursuant to the terms of this Security Agreement may be  effected by Secured Party at times and in manners that could result in the proceeds of  such sale being significantly and materially less than might have been received if such  sale had occurred at different times or in different manners (including without limitation  as a result of the provisions of Section 7 hereof), and Pledgor hereby releases Secured  Party and its officers and representatives from and against any and all obligations and  liabilities arising out of or related to the timing or manner of any such sale, to the extent  any such sale is conducted in accordance with Article 9 of the UCC.  For avoidance of  doubt, Pledgor does not waive any requirement imposed by Law that any sale or other  disposition be commercially reasonable as required by Section 9-610(b) of the UCC.  If,  in the opinion of Secured Party, there is any question that a public sale or distribution of  any Collateral will violate any state or federal securities law, including without limitation,  the Securities Act, Secured Party may offer and sell such Collateral in a transaction  exempt from registration under the Securities Act, and/or limit purchasers to those who  are not United States persons and/or who will agree, among other things, to acquire the  Collateral for their own account, for investment and not with a view to the distribution or  resale thereof, and any such sale made in good faith by Secured Party shall be deemed  “commercially reasonable”. Furthermore, Pledgor acknowledges that any such restricted  or private sales may be at prices and on terms less favorable to Pledgor than those  obtainable through a public sale without such restrictions, and agrees such sales shall not  be considered to be not commercially reasonable solely because they are so conducted on  a restricted or private basis. Pledgor further acknowledges that any specific disclaimer of  any warranty of title or the like by Secured Party will not be considered to adversely  affect the commercial reasonableness of any sale of Collateral. The parties agree and  acknowledge that the Collateral is traded on a recognized market.  (d) If the proceeds of sale, collection or other realization of or upon the  Collateral pursuant to this Section 9 are insufficient to cover the costs and expenses of  such sale, collection or realization and the payment in full of the Secured Obligations,  Secured Party may continue to enforce its remedies under this Security Agreement and  the other Margin Loan Documents to collect the deficiency.  (e) Secured Party’s duty of care with respect to Collateral in its possession (as  imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically  safekeeping such Collateral or, in the case of Collateral in the custody or possession of a  bailee or other third Person, exercises reasonable care in the selection of the bailee or  other third Person, and Secured Party need not otherwise preserve, protect, insure or care  





 






11  for any Collateral.  Secured Party shall not be obligated to preserve any rights Pledgor  may have against prior parties, to realize on the Collateral at all or in any particular  manner or order, or to apply any cash proceeds of Collateral in any particular order of  application.  (f) If Secured Party shall determine to exercise its right to sell all or any  portion of the Collateral pursuant to this Section 9, Pledgor agrees that, upon request of  Secured Party, Pledgor will, at its own expense:  (i) execute and deliver, to any Person or Governmental Authority as  Secured Party may choose, any and all documents and writings that, in Secured  Party’s reasonable judgment, may be required by any Governmental Authority  located in any city, county, state or country where Pledgor or the Issuers engage  in business in order to permit the transfer of the Collateral or otherwise enforce  Secured Party’s rights hereunder; and  (ii) do or cause to be done all such other acts and things as may be  necessary to make such sale of the Collateral or any part thereof valid and  binding and in compliance with applicable Law.  (g) Except as otherwise expressly provided in this Security Agreement, the  proceeds of any collection, sale or other realization of all or any part of the Collateral  pursuant hereto, and any other Cash held by Secured Party as Collateral following an  Event of Default, shall be applied by Secured Party:  (i) First, to the payment of the costs and expenses of such collection,  sale or other realization, including Taxes with respect to the Collateral and  reasonable out-of-pocket costs and expenses of Secured Party, including the fees  and expenses of its agents (including broker/dealers) and counsel, and all  expenses incurred and advances made by Secured Party in connection therewith;  (ii) Next, to the payment in full of the Secured Obligations; and  (iii) Finally, to the payment to Pledgor or as a court of competent  jurisdiction may direct, of any surplus then remaining.  (h) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT  PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A  JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF  ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS  SECTION 9; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL  THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER  ANY LAW NOW EXISTING OR HEREAFTER ENACTED; (iii) ANY  REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE;  AND (iv) ANY RIGHT TO REQUIRE SECURED PARTY TO PROCEED  AGAINST OR EXHAUST ANY SECURITY HELD FROM PLEDGOR OR TO  PURSUE ANY OTHER REMEDY IN SECURED PARTY’S POWER  WHATSOEVER.  





 






12  (i) Without limiting any rights or powers granted by this Security Agreement  to Secured Party while no Event of Default has occurred and is continuing, upon the  occurrence and during the continuance of any Event of Default that has not been waived,  cured or deemed not to have occurred, Secured Party is hereby appointed the attorney-in- fact of Pledgor for the purpose of carrying out the provisions of this Section 9 and taking  any action and executing any instruments that Secured Party may deem necessary or  advisable to accomplish the purposes of this Security Agreement, which appointment as  attorney-in-fact is irrevocable and coupled with an interest.  (j) Secured Party shall make commercially reasonable efforts to notify  Pledgor in writing (by email and facsimile in addition to any other method of notification  selected by Secured Party) by 6:00 p.m. New York City time on each Business Day on  which Secured Party sells, transfers or otherwise disposes of any Collateral pursuant to  this Section 8 or otherwise (or, if Secured Party sells, transfers or otherwise disposes of  any Collateral on any day is not a Business Day, by 10:00 p.m. New York City time on  the date of such sale or other disposition) of the type and amount of such Collateral, the  aggregate proceeds of such sale or other disposition, the price per share at which any  Shares have been sold or disposed of (including separate detailed information for each  separate trade involving Shares) and any other information reasonably requested by  Pledgor to fulfill any reporting obligations of Pledgor or any of its Affiliates under any  federal, state or local laws, rules, regulations or regulatory orders; provided that failure by  Secured Party to so notify Pledgor by such time shall not affect Secured Party’s rights or  remedies under the Margin Loan Documents; provided, further that, for the avoidance of  doubt, Secured Party shall remain liable for any damages of Pledgor caused by Secured  Party’s noncompliance with this Section 9(j).  10. General.  (a) Successors and Assigns. The provisions of this Security Agreement shall  be binding upon and inure to the benefit of the parties hereto and their respective  successors and assigns, except that (i) Pledgor may not assign or otherwise transfer any  of its rights or obligations hereunder or under any other Margin Loan Document without  the prior written consent of Administrative Agent and each Lender (and any attempted  assignment or transfer by Pledgor without such consent shall be null and void) and (ii) no  Lender may assign or otherwise transfer its rights or obligations hereunder except in  accordance with Section 9.09 of the Margin Loan Agreement. Nothing in this Security  Agreement, expressed or implied, shall be construed to confer upon any Person (other  than the parties hereto and their respective successors and assigns permitted under the  Margin Loan Agreement) any legal or equitable right, remedy or claim under or by  reason of this Security Agreement.   (b) No Waiver.  No failure or delay by Secured Party in exercising any right  or power hereunder or under any other Margin Loan Document shall operate as a waiver  thereof, nor shall any single or partial exercise of any such right or power, or any  abandonment or discontinuance of steps to enforce such a right or power, preclude any  other or further exercise thereof or the exercise of any other right or power.  The rights  and remedies of Secured Party hereunder and under any other Margin Loan Document  





 






13  are cumulative and are not exclusive of any rights or remedies that they would otherwise  have.  No waiver of any provision of any Margin Loan Document or consent to any  departure by Pledgor therefrom shall in any event be effective unless the same shall be  permitted by Section 9.03 of the Margin Loan Agreement, and then such waiver or  consent shall be effective only in the specific instance and for the purpose for which  given.  No notice to or demand on Pledgor in any case shall entitle Pledgor to any other  or further notice or demand in similar or other circumstances or constitute a waiver of the  rights of Secured Party to any other or further action in any circumstances without notice  or demand. Without limiting the generality of the foregoing, the making of an Advance  shall not be construed as a waiver of any Event of Default, regardless of whether Secured  Party or any Lender may have had notice or knowledge of such Event of Default at the  time.  (c) Continuing Agreement; Release of Collateral.    (i) This Security Agreement shall terminate automatically and the  security interest granted hereunder shall be automatically released when the  Obligations (other than indemnification obligations as to which no claim has  been asserted) have been paid in full and the Commitments have been terminated.   In addition, upon any release of Collateral pursuant to Section 2.10 of the Margin  Loan Agreement, the security interest created by this Security Agreement in such  Collateral shall be automatically released.  In connection with any termination or  release pursuant to this Section 10(c), the Administrative Agent shall execute and  deliver to Pledgor, at Pledgor’s expense, all documents that Pledgor shall  reasonably request to evidence such termination or release.  (ii) Liens created hereunder on Collateral that is subsequently  released from the Collateral Account pursuant to Section 2.10 of the Margin  Loan Agreement, shall be automatically be released with respect to such  Collateral concurrently with such release from the Collateral Account.    (d) Definitions.  Unless the context indicates otherwise, definitions in the  UCC apply to words and phrases in this Security Agreement; if UCC definitions conflict,  Article 8 and/or 9 definitions apply.  (e) Notice.  Each notice and other communications shall be given to each  party at the address of such party set forth below and in accordance with Section 9.02 of  the Margin Loan Agreement:  If to Pledgor:   Deliver by courier to:    Teekay Finance Limited  4th Floor, Belvedere Building  69 Pitts Bay Road  





 






14  Hamilton, HM 08 Bermuda  Attn: Secretary  Telephone No.: (441) 298-2530  Facsimile No.: (441) 292-3931   Email: BermudaCorpSec@teekay.com      with a copy to:    Teekay Finance Limited  Suite No. 1778  48 Par-la-Ville Road  Hamilton, HM 11 Bermuda  Attn: Secretary    with a copy to:    Teekay Corporation  c/o Teekay Shipping (Canada) Ltd.  Suite 2000 Bentall 5  550 Burrard Street  Vancouver, BC V6C 2K2  Canada  Attn: Renee Eng, Director, Treasury  Telephone No.: (604) 609-6418  Facsimile No.: (604) 681-3011    and    Rafal Gawlowski  Latham & Watkins LLP  885 Third Avenue  New York, New York 10022    If to Secured Party:   Citibank, N.A.  390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives, Dustin Sheppard/Sean  Montgomery/James Heathcote/Jamie O’Reilly/Joseph  Stoots/Theodore Finkelstein  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7272  Email: dustin.c.sheppard@citi.com; sean.montgomery@citi.com;  james.heathcote@citi.com; jamie.oreilly@citi.com;  joseph.stoots@citi.com; theodore.finkelstein@citi.com;  





 






15  eq.us.corporates.middle.office@citi.com;  eq.us.ses.notifications@citi.com  If to Custodian:   Citigroup Global Markets Inc.  390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives, Dustin Sheppard/Sean  Montgomery  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7278  Email: eq.us.corporates.middle.office@citi.com;  dustin.c.sheppard@citi.com; sean.montgomery@citi.com  (f) Modifications.  No provision hereof shall be modified or limited except  pursuant to Section 9.01 of the Margin Loan Agreement.  The provisions of this Security  Agreement shall not be modified or limited by course of conduct or usage of trade.  (g) Financing Statement. Pledgor hereby irrevocably authorizes Secured Party  (or its designee) at any time and from time to time to file in any jurisdiction any financing  or continuation statement and amendment thereto or any registration of charge, mortgage  or otherwise, containing any information required under the UCC or the Law of any other  applicable jurisdiction (in each case, without the signature of Pledgor to the extent  permitted by applicable Law), necessary or appropriate in the judgment of Secured Party  to perfect or evidence its security interest in and lien on the Collateral; provided that the  Collateral covered by such financing statement shall be limited to the Collateral  hereunder.  Pledgor agrees to provide to Secured Party (or its designees) any and all  information required under the UCC or the law of any other applicable jurisdiction for the  effective filing of a financing statement and/or any amendment thereto or any registration  of charge, mortgage or otherwise.  (h) Counterparts; Integration; Effectiveness.  This Security Agreement may be  executed in counterparts (and by different parties hereto on different counterparts), each  of which shall constitute an original, but all of which when taken together shall constitute  a single contract.  This Security Agreement, the other Margin Loan Documents and any  separate letter agreements with respect to fees payable to Administrative Agent or the  Lenders constitute the entire contract among the parties relating to the subject matter  hereof and thereof and supersede any and all previous agreements and understandings,  oral or written, relating to the subject matter hereof and thereof.  This Security  Agreement shall become effective when it shall have been executed by Secured Party and  when Secured Party shall have received counterparts hereof that, when taken together,  bear the signatures of each of the other parties hereto, and thereafter shall be binding  upon and inure to the benefit of the parties hereto and their respective successors and  assigns.  Delivery of an executed counterpart of a signature page of this Security  Agreement by facsimile or electronic transmission shall be effective as delivery of a  manually executed counterpart of this Security Agreement.   





 






16  (i) Severability.  Any provision of any Margin Loan Document held to be  invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be  ineffective to the extent of such invalidity, illegality or unenforceability without affecting  the validity, legality and enforceability of the remaining provisions thereof; and the  invalidity of a particular provision in a particular jurisdiction shall not invalidate such  provision in any other jurisdiction.  (j) Governing Law; Submission to Jurisdiction.  This Security Agreement  constitutes a “Margin Loan Document” entered into in connection with the Margin Loan  Agreement.  The provisions of Section 9.08 of the Margin Loan Agreement shall apply  mutatis mutandis to this Agreement as if such provisions were fully set forth herein.  (k) Secured Party Acknowledgement.  The Secured Party acknowledges and  agrees that as of the date hereof the Collateral Shares are subject to the Existing Transfer  Restrictions. The Secured Party agrees that any sale of Collateral Shares by or through  Secured Party or its Affiliates will only be made in a transaction registered under the  Securities Act or in a transaction that Secured Party reasonably believes to be exempt  from the registration requirements of the Securities Act (it being understood and agreed  that the Secured Party or such Affiliate may in good faith rely on representations of  Borrower and/or any purchaser in determining that an exemption is available).  [Signature Page Follows]  





 






    IN WITNESS WHEREOF, the parties hereto have caused this Security  Agreement to be duly executed by their duly authorized representatives as of the  date first above written.  PLEDGOR:  TEEKAY FINANCE LIMITED  By:    Name:   Title:        SECURED PARTY:  CITIBANK, N.A.  By:    Name:   Title:      





 






    Schedule 1    UCC Filing Locations    1.  District of Columbia 





 






  Exhibit A    Form of UCC Financing Statement    [Attached]  





 






  Exhibit C to Margin Loan Agreement  C-1  #93434686v13   EXHIBIT C  FORM OF CONTROL AGREEMENT    [Attached] 





 






  SECURITIES ACCOUNT CONTROL AGREEMENT  This Account Control Agreement (the “Control Agreement”), is entered into as of  September 29, 2020, among CITIBANK, N.A., in its capacity as Collateral Agent under  the Security Agreement (as defined below) (“Secured Party”), TEEKAY FINANCE  LIMITED (“Pledgor”) and CITIGROUP GLOBAL MARKETS, INC. (“Custodian”).  PREAMBLE:  WHEREAS, Custodian has established securities accounts, numbered  768-70164-1-5-473, 768-70466-1-0-473 and 768-70467-1-9-473 in the name of Pledgor  (collectively, the “Account”) pursuant to a Client Agreement dated December 19, 2012  (as amended and/or supplemented from time to time, the “Account Agreement”) between  Pledgor and Custodian.  WHEREAS, Pledgor, Citibank, N.A., as administrative agent, and certain lenders  (the “Lenders”) have entered into a Margin Loan Agreement, dated as of September 29,  2020 (as amended and/or supplemented from time to time, the “Margin Loan  Agreement”), pursuant to which the Lenders have agreed, on certain terms and conditions  set forth therein, to make loans to Pledgor.  WHEREAS, to secure its obligations under the Margin Loan Agreement, Pledgor  and Secured Party have entered into a Pledge and Security Agreement, dated September  29, 2020, between Pledgor and Secured Party (as amended and/or supplemented from  time to time, the “Security Agreement”) pursuant to which Pledgor has granted to  Secured Party, for the benefit of the Lenders, a security interest (the “Transaction Lien”)  in the Collateral, which includes all right, title and interest of Pledgor in the Account, all  financial assets from time to time credited thereto and all security entitlements in respect  thereof.  Terms used herein and not otherwise defined shall have the meanings assigned  to such terms in the Security Agreement.  WHEREAS, Secured Party, Pledgor and Custodian are entering into this Control  Agreement to perfect the Transaction Lien on the Collateral.  TERMS:  Section 1.  The Account. (a) This Control Agreement shall constitute notification  to the Custodian that all assets now or hereafter held in the Account and the Proceeds  thereof have been pledged by Pledgor to Secured Party pursuant to the Security  Agreement.  The Custodian is hereby directed by Pledgor and Secured Party to register  such pledge on its records relating to the Account and to indicate that the Account and the  Collateral therein are subject to the sole and exclusive dominion and exclusive control of  Secured Party, as provided herein.  This notification shall also constitute notification of  pledge to the bailee in possession of book entry securities or instruments, as provided in  the rules and regulations of the Treasury Department, the Federal Reserve Board, the  Federal Home Loan Bank Board, the Federal National Mortgage Association or any  similar agency or instrumentality.  





 






2  (b) The Custodian confirms that it is a “securities intermediary” (within the  meaning of Section 8-102(a)(14)(ii) of the UCC) and is acting at all times in that capacity  in connection with the Account and otherwise in connection with the Collateral.  All  parties agree that the Account is and will remain a “securities account” (within the  meaning of Section 8-501(a) of the UCC) and that each item of property (including, but  not limited to, each item of “investment property” or any “financial asset” (each as  defined in the UCC) and each security, instrument or cash, and each security entitlement  of any of the foregoing) held by Custodian in the Account will be treated as a “financial  asset” (as defined in Section 8-102(a)(9) of the UCC).  Custodian has not agreed and will  not agree with any third party to comply with entitlement orders or other directions  concerning the Account or any financial asset credited thereto originated by such third  party without the prior written consent of Secured Party and Pledgor.  (c) The parties hereto agree that all property delivered to the Custodian pursuant  to the Security Agreement will be promptly credited to the Account.  (d) The parties hereto agree that all securities or other property underlying any  financial assets credited to the Account shall be registered in the name of the Custodian,  indorsed to the Custodian or in blank or credited to another securities account maintained  in the name of the Custodian and in no case will any financial asset credited to the  Account be registered in the name of Pledgor, payable to the order of Pledgor or specially  indorsed to Pledgor.  (e) Custodian agrees to take such further action as Secured Party shall reasonably  request as being necessary or desirable to maintain or achieve perfection or priority of  Secured Party’s security interest with respect to the Account and the Collateral therein  and to permit Secured Party to exercise its rights with respect to the Collateral.  (f) Custodian may hold Collateral, including securities and other investment  property, through its nominee or in any other form and in any securities depository or  clearing corporation by indicating that the securities are subject to a security interest;  provided that all Collateral shall be identified on the Custodian’s books and records as  property of Pledgor and subject to Secured Party’s security interest and shall be in a form  that permits transfer to Secured Party without additional authorization or consent of  Pledgor.  Custodian may rely and shall be protected in acting  upon any notice,  instruction, or other communication from Secured Party that it reasonably believes to be  genuine and authorized.  Section 2.  Subordination of Lien.  Custodian hereby waives any security  interest or lien it may now have or hereafter acquire in or with respect to the Account,  any financial asset credited thereto or any security entitlement in respect thereof.  Neither  the financial assets credited to the Account nor any security entitlements in respect  thereof will be subject to deduction, set-off, banker’s lien or any right in favor of any  person other than Secured Party (except that Custodian may set off (to the fullest extent  permitted by applicable law) all amounts due to it in respect of its customary fees and  expenses for the routine maintenance and operation of the Account, if any, as set forth in  the Account Agreement).  Custodian and Pledgor agree that the Account Agreement is  





 






3  hereby deemed amended to give full force and effect to the paramount rights in, to and  over the Account that Pledgor has granted to Secured Party pursuant to the Security  Agreement and this Control Agreement.  Section 3.  Control.  Upon written notice from Secured Party confirming the  existence of an Event of Default, Custodian agrees that it will comply with “entitlement  orders” (within the meaning of Section 8-102(a)(8) of the UCC) originated by Secured  Party concerning the Account and the Collateral credited thereto, including, without  limitation, any “security entitlements” (within the meaning of Section 8-102(a)(17) of the  UCC) with respect thereto, without further consent by Pledgor or any other person.  Custodian will not act on any entitlement order or other instruction of Pledgor with  respect to the Account or any financial asset credited thereto without the written consent  of Secured Party; provided that, unless Secured Party notifies Custodian that an Event of  Default has occurred and is continuing, Pledgor shall retain its right to exercise any  voting rights with respect to any securities held in or credited to the Account without  such consent. Notwithstanding anything herein or in the Account Agreement to the  contrary, upon written notice from the Secured Party confirming the existence of an  Event of Default, the Custodian shall, if directed in writing by Secured Party, without the  consent of Pledgor or any other party, (i) comply with all entitlement orders originated by  Secured Party with respect to the Account and the Collateral therein, (ii) transfer, sell or  redeem any of the Collateral, (iii) transfer any or all of the Collateral to any account or  accounts designated by Secured Party, (iv) register title to any Collateral in any name  specified by Secured Party, including the name of Secured Party, (v) comply with any  instructions from the Secured Party for disposition of any funds in the Account and  (vi) otherwise deal with the Collateral as directed by Secured Party.  Notwithstanding  anything to the contrary contained in the Account Agreement or any depository,  customer, collection or similar account agreement between Custodian and Pledgor,  Custodian shall not, without the prior consent of Secured Party, sell, transfer, deliver or  otherwise dispose of the Collateral or any interest therein. Pledgor consents to the  foregoing agreements by Custodian. Secured Party agrees with Pledgor that Secured  Party shall not initiate any entitlement orders in respect of the Account and the Collateral  that it is not entitled to initiate pursuant to the terms of the Margin Loan Agreement and  the Security Agreement. Secured Party also agrees that it will consent to any entitlement  order initiated by Pledgor to transfer property in the Account that has been released from  the Transaction Lien pursuant to the terms of the Margin Loan Agreement to an account  of Guarantor (or another Affiliate of Pledgor). The Custodian’s obligation to comply with  the Secured Party’s written notices (including entitlement orders or instructions) shall not  be affected by the existence of any contingent indemnity claims that the Custodian may  have.  Section 4.  Representations, Warranties and Covenants of Custodian.   Custodian represents and warrants to and agrees with Secured Party and Pledgor as  follows:  (i) The Account will be maintained in the manner set forth herein until  termination of this Control Agreement, and Custodian will not change the name  or account number of the Account without the prior consent of Secured Party.  





 






4  (ii) This Control Agreement has been duly authorized by and is the legal, valid  and binding obligation of Custodian, enforceable against it in accordance with its  terms.  (iii) Custodian has not entered into, and until the termination of this Control  Agreement will not enter into, (x) any other agreement pursuant to which it agrees  to comply with entitlement orders with respect to the Account or any financial  assets credited thereto, or (y) any other agreement purporting to limit or condition  the obligation of the Custodian to comply with entitlement orders originated by  Secured Party as set forth in Section 3 hereof.  (iv) Custodian has no knowledge of any claim to or interest in the Account or any  financial assets credited thereto, other than the interests therein of Secured Party  and Pledgor. If any person or entity asserts any lien, encumbrance or adverse  claim (including any writ, garnishment, judgment, warrant of attachment,  execution or similar process) against the Account or any financial assets credited  thereto, Custodian will use commercially reasonable efforts to notify Secured  Party and Pledgor promptly thereof.  (v) Custodian will use commercially reasonable efforts to deliver promptly to  Secured Party copies of all statements, confirmations and other communications  by Custodian relating to the Account.  Section 5.  Indemnification of Custodian.  Pledgor hereby agrees to indemnify,  defend and hold harmless Custodian, its directors, officers, agents and employees against  any and all claims, losses, causes of action, liabilities, lawsuits, demands, damages and  costs, including without limitation, any and all court costs and reasonable attorney’s fees,  in any way related to or arising out of or in connection with this Control Agreement or  any action taken or not taken pursuant hereto, except to the extent caused by Custodian’s  gross negligence, bad faith or willful misconduct. The foregoing indemnity shall survive  the termination of this Control Agreement to the maximum periods permitted by any and  all laws of applicable jurisdictions. Notwithstanding the foregoing, the Pledgor shall not  be responsible for special, indirect or consequential damages, or lost profits or loss of  business, arising in connection with this Control Agreement.  Section 6.  Customer Agreement.  In the event of a conflict between this Control  Agreement and any other agreement between Custodian and Pledgor, the terms of this  Control Agreement will prevail; provided that this Control Agreement shall not alter or  affect any mandatory arbitration provision currently in effect between Custodian and  Pledgor pursuant to a separate agreement.  Section 7.  Termination.  This Control Agreement shall continue in effect until  Secured Party has notified Custodian in writing that this Control Agreement, or the  Transaction Lien, is terminated (and Secured Party agrees with Pledgor to give such  notice with reasonable promptness). Upon receipt of such notice, the obligations of all  parties hereto shall terminate (other than the Pledgor’s indemnification obligations  





 






5  pursuant to Section 5 above) and Secured Party shall have no further right to originate  entitlement orders concerning the Account or any financial assets credited thereto.  Section 8.  Amendments.  No amendment or waiver of any provision of this  Control Agreement shall be effective unless in writing signed by the parties hereto, and  each such waiver or consent shall be effective only in the specific instance and for the  specific purpose for which given.  Section 9.  Severability.  If any provision of this Control Agreement is held to be  illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the  remaining provisions of this Control Agreement shall not be affected or impaired thereby  and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid  or unenforceable provisions with valid provisions the economic effect of which comes as  close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity  of a provision in a particular jurisdiction shall not invalidate or render unenforceable such  provision in any other jurisdiction.  Section 10.  No Third Party Beneficiaries.  In performing hereunder, the  Custodian is acting solely on behalf of the Secured Party in its own capacity and on  behalf of the Lenders and the Pledgor and no contractual or service relationship shall be  deemed to be established hereby between the Custodian and any other person.  Section 11.  Successors.  The terms of this Control Agreement shall be binding  upon, and shall inure to the benefit of, the parties hereto and their respective corporate  successors or heirs and personal representatives. This Control Agreement may be  assigned by Secured Party to any successor of Secured Party under the Margin Loan  Agreement; provided that written notice thereof is given by Secured Party to Custodian.  Section 12.  Notices.  Except as otherwise expressly provided herein, any notice,  order, instruction, request or other communication required or permitted to be given  under this Control Agreement shall be in writing and deemed to have been properly given  when delivered in person, or when sent by telecopy or other electronic means and  electronic confirmation of error-free receipt is received or upon receipt of notice sent by  certified or registered United States mail, return receipt requested, postage prepaid,  addressed to the party at the address set forth next to such party’s name below:  If to Pledgor:  Deliver by courier to:  Teekay Finance Limited  4th Floor, Belvedere Building  69 Pitts Bay Road  Hamilton, HM 08 Bermuda  Attn: Secretary  Telephone No.: (441) 298-2530  Facsimile No.: (441) 292-3931   Email: BermudaCorpSec@teekay.com    





 






6    with a copy to:    Teekay Finance Limited  Suite No. 1778  48 Par-la-Ville Road  Hamilton, HM 11 Bermuda  Attn: Secretary    with a copy to:    Teekay Corporation  c/o Teekay Shipping (Canada) Ltd.  Suite 2000 Bentall 5  550 Burrard Street  Vancouver, BC V6C 2K2  Canada  Attn: Renee Eng, Director, Treasury  Telephone No.: (604) 609-6418  Facsimile No.: (604) 681-3011    and    Rafal Gawlowski  Latham & Watkins LLP  885 Third Avenue  New York, New York 10022  If to Secured Party:  Citibank, N.A.  390 Greenwich Street—3rd Floor  New York, NY 10013  Attn: Corporate Equity Derivatives, Dustin Sheppard/Sean Montgomery/James  Heathcote/Jamie O’Reilly/Joseph Stoots/Theodore Finkelstein  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7272  Email: dustin.c.sheppard@citi.com; sean.montgomery@citi.com;  james.heathcote@citi.com; jamie.oreilly@citi.com; joseph.stoots@citi.com;  theodore.finkelstein@citi.com; eq.us.corporates.middle.office@citi.com;  eq.us.ses.notifications@citi.com  If to Custodian:  Citigroup Global Markets Inc.  390 Greenwich Street—3rd Floor  New York, NY 10013  





 






7  Attn: Corporate Equity Derivatives, Dustin Sheppard/Sean Montgomery  Telephone No.: (212) 723-5757  Facsimile No.: (347) 853-7278  Email: eq.us.corporates.middle.office@citi.com; dustin.c.sheppard@citi.com;  sean.montgomery@citi.com   Any party may change its address for notices in the manner set forth above.  Section 13.  Counterparts.  This Control Agreement may be executed in any  number of counterparts, all of which shall constitute one and the same instrument, and  any party hereto may execute this Control Agreement by signing and delivering one or  more counterparts. Delivery of an executed counterpart of a signature page to this Control  Agreement by telecopy or other electronic imaging means (e.g., “pdf” or “tif”) or any  electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,  www.docusign.com, shall be effective as delivery of an original executed counterpart of  this Control Agreement.  Section 14.  Choice of Law.  THIS CONTROL AGREEMENT (INCLUDING,  WITHOUT LIMITATION, THE ESTABLISHMENT AND MAINTENANCE OF THE  ACCOUNT AND ALL RIGHTS AND OBLIGATIONS WITH RESPECT THERETO)  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE  LAW OF THE STATE OF NEW YORK.  THE PARTIES AGREE THAT THE  SECURITIES INTERMEDIARY’S JURISDICTION (WITHIN THE MEANING OF  ARTICLE 8 OF THE UCC) WITH RESPECT TO THE ACCOUNT AND THE  TRANSACTIONS CONTEMPLATED HEREBY IS THE STATE OF NEW YORK  FOR PURPOSES OF THE UCC (INCLUDING, WITHOUT LIMITATION, SECTION  8-110 THEREOF).  Section 15.  Entire Agreement.  This Control Agreement constitutes the entire  agreement among the parties hereto with respect to the subject matter hereof.  [Signatures on following page]    





 






  [Signature Page to Securities Account Control Agreement]  IN WITNESS WHEREOF, the parties hereto have caused this Control Agreement  to be duly executed and delivered as of the day and year first above written.  TEEKAY FINANCE LIMITED, as Pledgor  By:    Name:    Title:       CITIBANK, N.A., as Secured Party  By:    Name:    Title:       CITIGROUP GLOBAL MARKETS, INC., as Custodian  By:    Name:    Title:     





 






  Exhibit D-1 to Margin Loan Agreement  D-1-1  #93434686v13   EXHIBIT D-1  FORM OF ISSUER ACKNOWLEDGEMENT WITH TGP ISSUER  [Attached] 





 






Teekay LNG Partners L.P.  4 th  Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda        September 29, 2020        Citibank, N.A., as Administrative Agent  Citi CED, Equity Derivatives Middle Office  390 Greenwich Street, 3 rd  Floor  New York, NY 10013    Re: Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A., as  Administrative Agent, and the Lenders party thereto    Ladies and Gentlemen:  This letter is being delivered to you, as Administrative Agent on behalf of the Lenders (each as  defined below), at the request of Teekay Finance Limited, a Bermuda exempted company (the  “Borrower”), in connection with the Margin Loan Agreement dated as of September 29, 2020 (as  amended and supplemented from time to time, the “Margin Loan Agreement”), among the  Borrower, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the lenders  party thereto (the “Lenders”), and the Security Agreement related thereto dated as of September 29,  2020 (as amended and supplemented from time to time, the “Security Agreement”, and the  transactions contemplated by the Margin Loan Agreement and the Security Agreement, the  “Transaction”) between the Collateral Agent (as defined in the Margin Loan Agreement) and the  Borrower.  Pursuant to the Transaction, the Collateral Agent is acquiring a security interest in, inter  alia, certain common units of Teekay LNG Partners L.P. (the “Company”) currently held by the  Borrower (the “Pledged Units”).  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the  Margin Loan Agreement and Security Agreement. In connection with the Transaction:  1. The Company acknowledges receiving notice of the Transaction and draft copies of the Margin  Loan Agreement and Security Agreement, and confirms that the Transaction and any  foreclosure by the Collateral Agent on the Pledged Units in a manner described in the Security  Agreement at any time will not violate any insider trading or other policy or rule of the  Company or any of the constituent documents of the Company or, to the best of the Company’s  knowledge, any contract to which the Company is a party.  2. To the best of the Company’s knowledge, the Company does not have any right in contract or  equity to take any actions that would hinder or delay the exercise of any remedies by the  Collateral Agent or the Lenders pursuant to the Transaction. To the best of the Company’s  knowledge, the Company does not have any right in contract or equity to require any opinions  of counsel or other documents in connection with any sale or transfer of Pledged Units in  connection with the exercise of any such remedies, except for customary Rule 144 representation  letters to the extent applicable.  





 






3. To the best of the Company's knowledge, the Pledged Units are not subject to any other pledge,  interest, mortgage, lien, encumbrance or right of setoff other than any such as may be created and  may exist in favor of the Collateral Agent pursuant to the Transaction.  4. The Company confirms that (i) it has received irrevocable instructions from the Borrower to pay  all distributions on the Pledged Units with a record date on or after the Closing Date to the  Collateral Account and (ii) it will follow such instructions.  5. The Company confirms that the Pledged Units have been validly issued, are fully paid and  non-assessable and are not subject to any preemptive or similar rights under the Company's  constitutive documents or any agreement to which the Company is a party.  Very truly yours,    TEEKAY LNG PARTNERS L.P.,  By: Teekay GP LLC, its general partner  as the Company        By: ______________________________________  Name:   Title:   





 






  Exhibit D-2 to Margin Loan Agreement  D-2-1    #93434686v13   EXHIBIT D-2  FORM OF ISSUER ACKNOWLEDGEMENT WITH TNK ISSUER  [Attached]  





 






    Teekay Tankers Ltd.  Suite 2000 Bentall 5, 550 Burrard Street, Vancouver, B.C., Canada V6C 2K2    September 29, 2020  Citibank, N.A., as Administrative Agent   Citi CED, Equity Derivatives Middle Office   390 Greenwich Street, 3rd Floor   New York, NY 10013  Re:  Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A., as  Administrative Agent, and the Lenders party thereto  Ladies and Gentlemen:   This letter is being delivered to you, as Administrative Agent on behalf of the Lenders (each as  defined below), at the request of Teekay Finance Limited, a Bermuda exempted company (the  “Borrower”), in connection with the Margin Loan Agreement dated as of September 29, 2020 (as  amended and supplemented from time to time, the “Margin Loan Agreement”), among the  Borrower, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the lenders  party thereto (the “Lenders”), and the Security Agreement related thereto dated as of September 29,  2020 (as amended and supplemented from time to time, the “Security Agreement”, and the  transactions contemplated by the Margin Loan Agreement and the Security Agreement, the  “Transaction”) between the Collateral Agent (as defined in the Margin Loan Agreement) and the  Borrower.  Pursuant to the Transaction, the Collateral Agent is acquiring a security interest in, inter  alia, certain shares of Class A common stock, par value $0.01 per share, of Teekay Tankers Ltd. (the  “Company”) currently held by the Borrower (the “Pledged Shares”).      Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the  Margin Loan Agreement and Security Agreement.  In connection with the Transaction:    1. The Company acknowledges receiving notice of the Transaction and draft copies of the Margin  Loan Agreement and Security Agreement, and confirms that the Transaction and any foreclosure  by the Collateral Agent on the Pledged Shares in a manner described in the Security Agreement  at any time will not violate any insider trading or other policy or rule of the Company or any of  the constituent documents of the Company or, to the best of the Company’s knowledge, any  contract to which the Company is a party.   2. To the best of the Company’s knowledge, the Company does not have any right in contract or  equity to take any actions that would hinder or delay the exercise of any remedies by the  Collateral Agent or the Lenders pursuant to the Transaction. To the best of the Company’s  knowledge, the Company does not have any right in contract or equity to require any opinions of  counsel or other documents in connection with any sale or transfer of Pledged Shares in  





 






2    connection with the exercise of any such remedies, except for customary Rule 144 representation  letters to the extent applicable.    3. To the best of the Company’s knowledge, the Pledged Shares are not subject to any other pledge,  interest, mortgage, lien, encumbrance or right of setoff other than any such as may be created and  may exist in favor of the Collateral Agent pursuant to the Transaction.  4. The Company confirms that (i) it has received irrevocable instructions from the Borrower to pay  all distributions on the Pledged Shares with a record date on or after the Closing Date to the  Collateral Account and (ii) it will follow such instructions.  5. The Company confirms that the Pledged Shares have been validly issued, are fully paid and non- assessable and are not subject to any preemptive or similar rights under the Company’s  constitutive documents or any agreement to which the Company is a party.  Very truly yours,  TEEKAY TANKERS LTD., as the Company        By:________________________________  Name:  Title:    





 






  Exhibit E-1 to Margin Loan Agreement  E-1-1  #93434686v13   EXHIBIT E-1  [FORM OF]     U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Margin Loan Agreement dated as of September 29, 2020  (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and  among Borrower, the Lenders party thereto and Citibank, N.A. as Administrative Agent.    Pursuant to the provisions of Section 2.12 of the Agreement, the undersigned hereby  certifies that (i) it is the sole record and beneficial owner of the Advance(s) in respect of which it  is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the  Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section  871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as  described in Section 881(c)(3)(C) of the Code.  The undersigned has furnished Borrower with a certificate of its non-U.S. Person status  on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned  agrees that (1) if the information provided on this certificate changes, the undersigned shall  promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all  times furnished Borrower and Administrative Agent with a properly completed and currently  effective certificate in either the calendar year in which each payment is to be made to the  undersigned, or in either of the two calendar years preceding such payments.   Unless otherwise defined herein, terms defined in the Agreement and used herein shall  have the meanings given to them in the Agreement.  [NAME OF LENDER]  By:    Name:     Title:       Date: ________ __, 20[  ]  





 






  Exhibit E-2 to Margin Loan Agreement  E-2-1  #93434686v13   EXHIBIT E-2  [FORM OF]     U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Margin Loan Agreement dated as of September 29, 2020  (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among  by and among Borrower, the Lenders party thereto and Citibank, N.A. as Administrative Agent,  and each lender from time to time party thereto.    Pursuant to the provisions of Section 2.12 of the Agreement, the undersigned hereby  certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it  is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the  Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section  871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as  described in Section 881(c)(3)(C) of the Code.  The undersigned has furnished Administrative Agent with a certificate of its non-U.S.  Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the  undersigned agrees that (1) if the information provided on this certificate changes, the undersigned  shall promptly so inform Administrative Agent in writing, and (2) the undersigned shall have at  all times furnished Administrative Agent with a properly completed and currently effective  certificate in either the calendar year in which each payment is to be made to the undersigned, or  in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Agreement and used herein shall  have the meanings given to them in the Agreement.  [NAME OF LENDER]  By:    Name:     Title:       Date: ________ __, 20[  ]  





 






  Exhibit E-3 to Margin Loan Agreement  E-3-1    #93434686v13   EXHIBIT E-3  [FORM OF]     U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Margin Loan Agreement dated as of September 29, 2020  (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and  among Borrower, the Lenders party thereto and Citibank, N.A. as Administrative Agent.    Pursuant to the provisions of Section 2.12 of the Agreement, the undersigned hereby  certifies that (i) it is the sole record owner of the participation in respect of which it is providing  this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such  participation, (iii) with respect such participation, neither the undersigned nor any of its direct or  indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in  the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,  (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within  the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect  partners/members is a controlled foreign corporation related to Borrower as described in Section  881(c)(3)(C) of the Code.   The undersigned has furnished Administrative Agent with IRS Form W-8IMY  accompanied by one of the following forms from each of its partners/members that is claiming the  portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS  Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of  such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By  executing this certificate, the undersigned agrees that (1) if the information provided on this  certificate changes, the undersigned shall promptly so inform Administrative Agent and (2) the  undersigned shall have at all times furnished Administrative Agent with a properly completed and  currently effective certificate in either the calendar year in which each payment is to be made to  the undersigned, or in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Agreement and used herein shall  have the meanings given to them in the Agreement.  [NAME OF LENDER]  By:    Name:     Title:       Date: ________ __, 20[  ]  





 






  Exhibit E-4 to Margin Loan Agreement  E-4-1  #93434686v13   EXHIBIT E-4  [FORM OF]   U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Margin Loan Agreement dated as of September 29, 2020  (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and  among Borrower, the Lenders party thereto and Citibank, N.A. as Administrative Agent.    Pursuant to the provisions of Section 2.12 of the Agreement, the undersigned hereby  certifies that (i) it is the sole record owner of the Advance(s) in respect of which it is providing  this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such  Advance(s), (iii) with respect to the extension of credit pursuant to this Agreement or any other  Margin Loan Document, neither the undersigned nor any of its direct or indirect partners/members  is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its  trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct  or indirect partners/members is a ten percent shareholder of Borrower within the meaning of  Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a  controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the  Code.  The undersigned has furnished Borrower and Administrative Agent with IRS Form W- 8IMY accompanied by one of the following forms from each of its partners/members that is  claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or  (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from  each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.   By executing this certificate, the undersigned agrees that (1) if the information provided on this  certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent,  and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with  a properly completed and currently effective certificate in either the calendar year in which each  payment is to be made to the undersigned, or in either of the two calendar years preceding such  payments.  Unless otherwise defined herein, terms defined in the Agreement and used herein shall  have the meanings given to them in the Agreement.  [NAME OF LENDER]  By:    Name:     Title:       Date: ________ __, 20[  ] 





 






  Exhibit F to Margin Loan Agreement  F-1  #93434686v13   EXHIBIT F  FORM OF GUARANTEE AGREEMENT  [Attached] 





 






GUARANTEE AGREEMENT  THIS GUARANTEE (this “Guarantee”) is made on September 29, 2020  BY  (1) TEEKAY CORPORATION, a corporation domesticated and existing under the laws of the Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH-96960 (the “Guarantor”, which expression includes its successors and assigns), IN FAVOR OF  (2) CITIBANK N.A., acting in such capacity through its office at 390 Greenwich Street, New York, New York 10013, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”, which expression includes its successors, transferees and assigns) ; and (3) THE LENDERS from time to time party to the Margin Loan Agreement (as defined below). BACKGROUND  (A) Pursuant to and subject to the conditions contained in a margin loan agreement dated as of September 29, 2020 (as the same may be amended or supplemented from time to time, whether made with the Guarantor’s consent or otherwise, the “Margin Loan Agreement”) among (i) Teekay Finance Limited as borrower (the “Borrower”), (ii) the banks and financial institutions named therein as lenders (together with their successors and assigns, the “Lenders”), and (iii) the Administrative Agent, the Lenders have agreed to make available to the Borrower a loan facility in the amount described therein. (B) The execution and delivery to the Administrative Agent and the Lenders of this Guarantee is one of the conditions precedent to the availability of the loan facility under the Margin Loan Agreement. IT IS AGREED as follows:  1 INTERPRETATION  1.1 Defined expressions.  Words and expressions defined in the Margin Loan Agreement shall have  the same meanings when used in this Guarantee unless the context otherwise requires.  1.2 Application of construction and interpretation provisions of Margin Loan Agreement.  Clauses  1.02 to 1.04 of the Margin Loan Agreement apply, with any necessary modifications, to this  Guarantee.  2 GUARANTEE  2.1 Guarantee and indemnity.  In order to induce the Lenders to make the Advances to the  Borrower, the Guarantor irrevocably and unconditionally:  





 






2  (a) guarantees, as a primary obligor and not merely as a surety, the punctual payment and  performance by the Borrower when due, whether at stated maturity, by acceleration or  otherwise, of all Obligations of the Borrower arising under any Margin Loan Document  (collectively, the “Guaranteed Obligations”);  (b) undertakes that whenever the Borrower does not pay any Guaranteed Obligation when due, the  Guarantor shall immediately on demand pay that Guaranteed Obligation as if it were the primary  obligor; and  (c) indemnifies the Administrative Agent and each Lender (together, the “Creditor Parties”)  immediately on demand against any cost, loss or liability suffered or incurred by the  Administrative Agent or that Lender (i) if any Guaranteed Obligation is or becomes  unenforceable, invalid or illegal or (ii) by operation of law as a consequence of the transactions  contemplated by the Margin Loan Documents.  The amount of the cost, loss or liability shall be  equal to the amount which the Administrative Agent or that Lender would otherwise have been  entitled to recover.  2.2 No limit on number of demands.  The Administrative Agent may serve more than one demand  under Clause 2.1.  3 CONTINUING GUARANTEE  3.1 Continuing guarantee.  This Guarantee:  (a) is a continuing guarantee;  (b) constitutes a guarantee of punctual performance and payment and not merely of collection;  (c) is joint and several with any other guarantee given in respect of the Guaranteed Obligations and  shall not in any way be prejudiced by any other guarantee or security now or subsequently held  by the Administrative Agent or any Lender in respect of the Guaranteed Obligations;  (d) shall remain in full force and effect until the later of the termination of the Commitments and the  payment and performance in full of the Guaranteed Obligations and all other amounts payable  hereunder regardless of any intermediate payment or discharge in whole or in part; and   (e) shall be binding upon the Guarantor, its successors and permitted assigns.    4 PERFORMANCE OF OBLIGATIONS  4.1 Performance of Guaranteed Obligations.  The Guarantor agrees that the Guaranteed Obligations  will be performed and paid strictly in accordance with the terms of the relevant Margin Loan  Document regardless of any law or regulation or order of any court:  (a) affecting (i) any term of such Margin Loan Document or the rights of any of the Creditor Parties  with respect thereto or (ii) the Borrower’s ability or obligation to make or render, or right of any  Creditor Party to receive, any payments or performance due thereunder; or  (b) which might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower.  





 






3  5 REINSTATEMENT  5.1 Reinstatement.  If any payment of any of the Guaranteed Obligations is rescinded, discharged,  avoided or reduced or must otherwise be returned by a Creditor Party or any other person upon  the bankruptcy of the Borrower or otherwise:  (a) this Guarantee shall continue to be effective or be reinstated, and the liability of the Guarantor  hereunder shall continue or be reinstated, as the case may be, as if the payment, discharge,  avoidance or reduction had not occurred; and  (b) each Creditor Party shall be entitled to recover the value or amount of that payment from the  Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.  6 LIABILITY ABSOLUTE AND UNCONDITIONAL  6.1 Liability absolute and unconditional.  The obligations of the Guarantor under this Guarantee  shall be irrevocable, absolute and unconditional and shall not be affected by an act, omission,  matter or thing which, but for this Clause 6, would reduce, release or prejudice any of its  obligations under this Guarantee, and the Guarantor hereby irrevocably waives any defenses it  may now have or hereafter acquire in any way relating to, any or all of the following:  (a) any time, waiver or consent granted to, or composition with, the Borrower or any other Person;  (b) the release of the Borrower or any other Person under the terms of any composition or  arrangement with any creditor;  (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to  perfect, take up or enforce, any rights against, or security over assets of, the Borrower or any  other Person or any non-presentation or non-observance of any formality or other requirement  in respect of any instrument or any failure to realize the full value of any security;  (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the  corporate or company structure or status of the Borrower or any other Person (including without  limitation any change in the holding of the Borrower’s or such other Person’s Equity Interests);  (e) any amendment to or replacement of a Margin Loan Document or any other document or  security;  (f) any unenforceability, illegality or invalidity of any obligation of the Borrower or any other Person  under any Margin Loan Document or any other document or security;   (g) any bankruptcy proceedings; or  (h) any other circumstance whatsoever that might otherwise constitute a defense available to, or a  legal or equitable discharge of, the Borrower.  





 






4  7 WAIVER OF PROMPTNESS; WAIVER OF REVOCATION; WAIVER OF CERTAIN DEFENSES  7.1 Waiver of promptness, etc.  The Guarantor hereby unconditionally and irrevocably waives  promptness, diligence, notice of acceptance, presentment, demand for performance, notice of  non-performance, default, acceleration, protest or dishonor and any other notice with respect to  any of the Guaranteed Obligations and this guarantee and any requirement that a Creditor Party  protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or  take any action against the Borrower or any other Person or any Collateral.  7.2 Waiver of revocation, etc.  The Guarantor hereby unconditionally and irrevocably waives any  right to revoke this Guarantee.  7.3 Waiver of certain defenses.  The Guarantor hereby unconditionally and irrevocably waives:  (a) any defense arising by reason of any claim or defense based upon an election of remedies by a  Creditor Party that in any manner impairs, reduces, releases or otherwise adversely affects the  subrogation, reimbursement, exoneration, contribution or indemnification rights of the  Guarantor or other rights of the Guarantor to proceed against the Borrower, any other guarantor  or any other Person or entity or any Collateral; and  (b) any defense based on any right of set-off or counterclaim against or in respect of the obligations  of the Guarantor hereunder.  Without limiting the foregoing, the Guarantor shall be liable under this Guarantee as a principal  and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the  rights or defenses of a surety.  8 REPRESENTATIONS AND WARRANTIES  8.1 General.  The Guarantor represents and warrants to the Creditor Parties as follows.  8.2 Status.  The Guarantor is:  (a) duly domesticated and validly existing and in good standing under the law of the Republic of The  Marshall Islands; and  (b) there are no proceedings or actions pending or contemplated by the Guarantor, or to the  knowledge of the Guarantor contemplated by any third party, seeking to adjudicate it a bankrupt  or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,  protection, relief, or composition of it or its debts under any law relating to bankruptcy,  insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the  appointment of a receiver, trustee, custodian or other similar official for it or for any substantial  part of its property.  8.3 Corporate power.  The Guarantor has the capacity and has taken all action, and no consent of  any Person is required, for it to execute and comply with its obligations under this Guarantee.  





 






5  8.4 Legal validity.  This Guarantee constitutes the Guarantor’s legal, valid and binding obligations  enforceable against the Guarantor in accordance with its terms subject to any relevant insolvency  laws affecting creditors’ rights generally.  8.5 No conflicts.  The execution by the Guarantor of this Guarantee and its compliance with this  Guarantee will not involve or lead to a contravention of:  (a) any law or regulation; or  (b) the constitutional documents of the Guarantor; or  (c) any contractual or other obligation or restriction which is binding on the Guarantor or any of its  assets.  8.6 Representations and warranties in Margin Loan Agreement.  The representations and  warranties of the Borrower in Article 3 of the Margin Loan Agreement are true and correct.  9 ASSIGNMENT  9.1 Assignment by Creditor Parties.  Each of the Creditor Parties may assign its rights under and in  connection with this Guarantee to the same extent as it may assign its rights under the Margin  Loan Agreement.    9.2 Assignment by Guarantor.  The Guarantor may not without the consent of the Creditor Parties  transfer any of its rights, liabilities or obligations under this Guarantee.  10 NOTICES  10.1 Notices.  Any notice or demand under or in connection with this Guarantee shall be given in  accordance with Section 9.02 of the Margin Loan Agreement, provided that any notice or  demand to the Guarantor shall be given to:  Teekay Corporation  c/o Teekay Shipping (Canada) Ltd.  Suite 2000 Bentall 5  550 Burrard Street  Vancouver, BC V6C 2K2  Canada  Attn: Renee Eng, Director, Treasury  Telephone No.: (604) 609-6418  Facsimile No.: (604) 681-3011    with a copy to:    Rafal Gawlowski  Latham & Watkins LLP  885 Third Avenue  New York, New York 10022  





 






6  or to such other address which the Guarantor may notify to the Administrative Agent.  11 GOVERNING LAW AND JURISDICTION  11.1 Governing law.  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW  PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.  11.2 Consent to Jurisdiction.  (a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the  exclusive jurisdiction of any New York State court or Federal court of the United States of  America sitting in New York County, and any appellate court thereof, in any action or proceeding  arising out of or relating to this Guarantee or for recognition or enforcement of any judgment,  and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in  respect of any such action or proceeding may be heard and determined in such New York State  Court or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees  that a final judgment in any such action or proceeding shall be conclusive and may be enforced in  other jurisdictions by suit on the judgment or in any other manner provided by law.    (b) Nothing in this Clause 11.2 shall affect the right of a Creditor Party to bring any action or  proceeding against the Guarantor or its property in the courts of any other jurisdictions where  such action or proceeding may be heard.  (c) The Guarantor hereby irrevocably and unconditionally waives to the fullest extent it may legally  and effectively do so:   (i) any objection which it may now or hereafter have to the laying of venue of any suit,  action or proceeding arising out of or relating to this Guarantee in any New York State or  Federal court of the United States of America and the defense of an inconvenient forum  to the maintenance of such action or proceeding in any such court; and  (ii) any immunity from suit, the jurisdiction of any court in which judicial proceedings may at  any time be commenced with respect to this Guarantee or from any legal process with  respect to itself or its property (including without limitation attachment prior to  judgment, attachment in aid of execution of judgment, set-off, execution of a judgment  or any other legal process), and to the extent that in any such jurisdiction there may be  attributed to the Guarantor such an immunity (whether or not claimed), the Guarantor  hereby irrevocably agrees not to claim such immunity.  (d) The Guarantor hereby agrees to appoint Watson, Farley & Williams (New York) LLP, with offices  currently located at 250 West 55th Street, New York, New York 10019, attention: Daniel C.  Rodgers, Esq., as its designated agent for service of process for any action or proceeding arising  out of or relating to this Guarantee.  The Guarantor also irrevocably consents to the service of  any and all process in any such action or proceeding by the mailing of copies of such process to its  address specified in Clause 10.1.  The Guarantor also agrees that service of process may be made  on it by any other method of service provided for under the applicable laws in effect in the State  of New York. The Guarantor shall at all times maintain an agent for service of process with  





 






7  respect to this Guarantee in New York, New York and shall notify the Administrative Agent a  reasonable period of time in advance of any change in the identity or address of such agent  11.3 Creditor Party rights unaffected.  Nothing in this Clause 11 shall exclude or limit any right which  any Creditor Party may have (whether under the law of any country, an international convention  or otherwise) with regard to the bringing of proceedings, the service of process, the recognition  or enforcement of a judgment or any similar or related matter in any jurisdiction.  11.4 Meaning of “proceedings”.  In this Clause 11, “proceedings” means proceedings of any kind,  including an application for a provisional or protective measure.  12 WAIVER OF JURY TRIAL  12.1 WAIVER.  EACH OF THE PARTIES HERETO MUTUALLY AND IRREVOCABLY WAIVE ANY AND ALL  RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED  HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH OF THE PARTIES  HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON  HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE  EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES  THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS  SECTION 12.1.  13. MISCELLANEOUS  13.1 Taxes.  The Guarantor agrees to be bound by the provisions of Section 2.12 of the Margin Loan  Agreement as if the Guarantor were a party to the Margin Loan Agreement.  





 






8  EXECUTION PAGE   WHEREFORE, the parties hereto have caused this Guarantee to be executed as of the date first  above written.  TEEKAY CORPORATION, as Guarantor      By: __________________________  Name:  Title:      CITIBANK, N.A. as Administrative Agent      By: __________________________  Name:  Title:      CITIBANK, N.A. as Lender      By: __________________________  Name:  Title:      DNB BANK ASA,  as Lender      By: __________________________  Name:  Title:    





 






  Exhibit G to Margin Loan Agreement  G-1  #93434686v13   EXHIBIT G  FORM OF NEW YORK LAW OPINION  [Attached] 





 






                    US-DOCS\117994667.6  53rd at Third  885 Third Avenue  New York, New York  10022-4834  Tel: +1.212.906.1200  Fax: +1.212.751.4864  www.lw.com  FIRM / AFFILIATE OFFICES  Beijing Moscow  Boston Munich  Brussels New York  Century City Orange County  Chicago Paris  Dubai Riyadh  Düsseldorf San Diego  Frankfurt San Francisco  Hamburg Seoul  Hong Kong Shanghai  Houston Silicon Valley  London Singapore  Los Angeles Tokyo  Madrid Washington, D.C.  Milan     September, 29 2020                   The lenders listed on Schedule A hereto   and   Citibank, N.A., as agent for the lenders listed on Schedule A hereto    390 Greenwich Street, 3rd Floor  New York, NY 10013  Facsimile No.: (347) 853-7272    Re: Margin Loan Agreement, dated as of September 29, 2020, among Teekay  Finance Limited, as borrower, the lenders listed on Schedule A hereto and  Citibank, N.A., as administrative agent and collateral agent  Ladies and Gentlemen:  We have acted as special counsel to Teekay Finance Limited, a Bermuda exempted  company (the “Borrower”) and to Teekay Corporation, a corporation organized under the laws of  the Republic of the Marshall Islands (the “Guarantor”) (collectively referred to as the “Opinion  Parties” and each, individually, as an “Opinion Party”), in connection with that certain Margin  Loan Agreement (the “Margin Loan Agreement”), dated as of September 29, by and among the  Borrower, the lenders listed on Schedule A hereto (the “Lenders”) and Citibank, N.A., as  administrative agent (in such capacity, the “Administrative Agent”) and collateral agent.  This  letter is furnished pursuant to Section 4.01(a)(vi) of the Margin Loan Agreement.    





 






September 29, 2020  Page 2      As such counsel, we have examined such matters of fact and questions of law as we have  considered appropriate for purposes of this letter, except where a specified fact confirmation  procedure is stated to have been performed (in which case we have with your consent performed  the stated procedure).  We have examined, among other things, the following:  (a) the Margin Loan Agreement;  (b) the Pledge and Security Agreement, dated as of September 29,  2020, by and between Citibank, N.A., as collateral agent for the benefit of the  Lenders and the Borrower (the “Security Agreement”);  (c) the Account Control Agreement, dated as of September 29, 2020,  by and among the Borrower, Citigroup Global Markets, Inc., as custodian, and  Citibank, N.A., as collateral agent (the “Securities Account Control Agreement”);  and  (d) the Guarantee Agreement, dated as of September 29, 2020, by the  Guarantor in favor of Citibank, N.A., acting in such capacity through its office at  390 Greenwich Street, New York, NY 10013, as administrative agent for the  Lenders, and the Lenders (the “Guarantee Agreement”).  The documents described in subsections (a)-(d) above are referred to herein collectively  as the “Loan Documents.” As used in this letter, the “NY UCC” shall mean the Uniform  Commercial Code as now in effect in the State of New York.    Except as otherwise expressly stated herein, as to factual matters we have, with your  consent, relied upon the foregoing, and upon oral and written statements and representations of  officers and other representatives of the Opinion Parties and others, including the representations  and warranties of the Opinion Parties in the Loan Documents.  We have not independently  verified such factual matters.  In our examination, we have assumed the genuineness of all signatures, including any  endorsements, the legal capacity and competency of all natural persons, the authenticity of all  





 






September 29, 2020  Page 3      documents submitted to us as originals, the conformity to original documents of all documents  submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the  originals of such copies.    We are opining as to the effect on the subject transaction only of the federal laws of the  United States and the internal laws of the State of New York and we express no opinion with  respect to the applicability to the opinions expressed herein, or the effect thereon, of the law of  any other jurisdiction or as to any matters of municipal law or the law of any local agencies  within any state.    Except as otherwise expressly stated herein, our opinions herein are based upon our  consideration of only those statutes, rules and regulations which, in our experience, are normally  applicable to borrowers and guarantors in secured loan transactions.  We express no opinion as to  any state or federal laws or regulations applicable to the subject transactions because of the legal  or regulatory status of any parties to the Loan Documents or the legal or regulatory status of any  of their affiliates.  Various issues pertaining to Bermuda law and Marshall Islands law are  addressed in the opinion letters of Conyers Dill & Pearman Limited and Watson Farley &  Williams LLP, respectively, in each case separately provided to you.  We express no opinion  with respect to those matters, and to the extent elements of those opinions are necessary to the  conclusions expressed herein, we have, with your consent, assumed such matters.  Subject to the foregoing and the other matters set forth herein, as of the date hereof:  1.  Each of the Loan Documents (other than the Guarantee Agreement)  constitutes a legally valid and binding obligation of the Borrower, enforceable against the  Borrower in accordance with its terms.  2.  The Guarantee Agreement constitutes a legally valid and binding  obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.  3.  The execution and delivery of the Loan Documents (other than the  Guarantee Agreement) by the Borrower, the borrowing of the loan by the Borrower pursuant to  the Margin Loan Agreement, the granting of the liens by the Borrower pursuant to the Security  





 






September 29, 2020  Page 4      Agreement, the execution and delivery of the Guarantee Agreement by the Guarantor and the  guaranteeing of the loan by the Guarantor under the Guarantee Agreement do not on the date  hereof:    (i)  violate any federal or New York statute, rule, or regulation  applicable to, respectively, the Borrower or the Guarantor (including, without  limitation, Regulations T, U or X of the Board of Governors of the Federal  Reserve System, assuming the Borrower and the Guarantor comply with the  provisions of the Loan Documents relating to the use of proceeds); or  (ii)  require any consents, approvals, or authorizations to be obtained  by, respectively, the Borrower or the Guarantor from, or any registrations,  declarations or filings to be made by, respectively, the Borrower or the Guarantor  with, any governmental authority under any federal or New York statute, rule or  regulation applicable to, respectively, the Borrower or the Guarantor except (a)  filings and recordings required in order to perfect or otherwise protect the security  interests under the Loan Documents and (b) any consents or approvals required in  connection with a disposition of collateral including compliance with federal and  state securities laws in connection with any sale of any portion of the collateral  consisting of securities under such securities laws.  4.  The Security Agreement creates a valid security interest in favor of the  Secured Party (as defined in the Security Agreement) in that portion of the collateral described in  Section 2 of the Security Agreement in which the Borrower has rights and a valid security  interest may be created under Article 9 of the NY UCC (the “Pledged Collateral”), which  security interest secures the Secured Obligations (as defined in the Security Agreement).  5.  The provisions of the Securities Account Control Agreement are effective  under the NY UCC to perfect the security interest in favor of the Secured Party in that portion of  the Pledged Collateral consisting of security entitlements (as defined in Section 8-102(a)(17) of  the NY UCC) with respect to financial assets (as defined in Section 8-102(a)(9) of the NY UCC)  credited to the securities account maintained with Citigroup Global Markets, Inc., as custodian  





 






September 29, 2020  Page 5      (the “Securities Intermediary”), and described in the Securities Account Control Agreement (the  “Securities Account”), assuming (a) the Securities Account Control Agreement has been duly  authorized, executed and delivered by each of the parties thereto and is the legally valid and  binding obligation of such parties (other than the Borrower), (b) the Securities Intermediary’s  jurisdiction (determined in accordance with Section 8-110(e) of the NY UCC) and the law  governing the issues specified in Article 2(1) of the Hague Convention on the Law Applicable to  Certain Rights in Respect of Securities Held with an Intermediary, in each case, is the State of  New York, (c) the Securities Account constitutes a “securities account” within the meaning of  Section 8-501 of the NY UCC and (d) the Securities Intermediary, with respect to the Securities  Account, is acting in its capacity as a “securities intermediary” as defined in Section 8- 102(a)(14) of the NY UCC.   Except as expressly set forth in numbered paragraphs 4 and 5, we do not express any  opinion with respect to the creation, validity, attachment, perfection or priority of any security  interest or lien or the effectiveness of any sale or other conveyance or transfer of real or personal  property.  Our opinions are subject to:  (a)  the effects of bankruptcy, insolvency, reorganization, preference,  fraudulent transfer, moratorium or other similar laws relating to or affecting the  rights or remedies of creditors and the judicial application of foreign laws or  governmental actions affecting creditors’ rights;  (b)  the effects of general principles of equity, whether considered in a  proceeding in equity or at law (including the possible unavailability of specific  performance or injunctive relief), concepts of materiality, reasonableness, good  faith, fair dealing and the discretion of the court before which a proceeding is  brought;   (c)  the invalidity under certain circumstances under law or court  decisions of provisions for the indemnification or exculpation of or contribution to  





 






September 29, 2020  Page 6      a party with respect to a liability where such indemnification, exculpation or  contribution is contrary to public policy; and  (d)  we express no opinion with respect to (i) consents to, or restrictions  upon, governing law, jurisdiction, venue, service of process, arbitration, remedies  or judicial relief; (ii) advance waivers of claims, defenses, rights granted by law,  notice, opportunity for hearing, evidentiary requirements, statutes of limitation,  trial by jury or at law or other procedural rights; (iii) waivers of broadly or vaguely  stated rights; (iv) disclaimers or limitations of duties; (v) covenants not to compete;  (vi) provisions for exclusivity, election or cumulation of rights or remedies; (vii)  provisions authorizing or validating conclusive or discretionary determinations,  including, without limitation, to option value determinations; (viii) grants of setoff  rights; (ix) provisions to the effect that a guarantor is liable as a primary obligor,  and not as a surety and provisions purporting to waive modifications of any  guaranteed obligation to the extent such modification constitutes a novation; (x)  provisions for the payment of attorneys’ fees where such payment is contrary to  law or public policy; (xi) proxies, powers and trusts; (xii) provisions prohibiting,  restricting, or requiring consent to assignment or transfer of any agreement, right or  property; (xiii) provisions for liquidated damages, default interest, late charges,  monetary penalties, prepayment or make-whole premiums or other economic  remedies to the extent such provisions are deemed to constitute a penalty; (xiv)  provisions permitting, upon acceleration of any indebtedness, collection of that  portion of the stated principal amount thereof which might be determined to  constitute unearned interest thereon; (xv) any provision of the Loan Documents  that refers to, incorporates or is based upon the law of any jurisdiction other than  the State of New York or the federal laws of the United States; and (xvi) the  severability, if invalid, of provisions to the foregoing effect.     We express no opinion or confirmation as to federal securities laws, state  securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer  laws, antifraud laws, compliance with fiduciary duty requirements, labor, pension or employee  





 






September 29, 2020  Page 7      benefit laws, usury laws, environmental laws, energy-related regulation, margin regulations  (except as expressly set forth in numbered paragraph 3(i) of this letter), the Bank Holding  Company Act and other laws and regulations applicable to banks (including the stay-and-transfer  powers of the Federal Deposit Insurance Corporation) and any provisions recognizing, or  limiting rights in connection with, such laws and regulations in connection with certain  receivership, insolvency, liquidation, resolution or similar proceedings, laws and regulations  relating to commodities trading, futures and swaps, Financial Industry Regulatory Authority  rules, National Futures Association rules, the rules of any stock exchange, clearing organization,  designated contract market or other regulated entity for trading, processing, clearing or reporting  transactions in securities, commodities, futures or swaps, or export control, foreign assets  control, sanctions, anti-money laundering and anti-terrorism laws (without limiting other laws,  regulations or rules excluded by customary practice).    Our opinions expressed herein with respect to the Loan Documents address only  the express terms of such documents (excluding any provisions incorporating any document or  agreement, or the provisions of any other document or agreement, that is not a Loan Document,  by reference) and not any other document or agreement, or the provisions of such other  document or agreement, incorporated therein or made a part thereof by reference.    The opinions set forth in this letter are also subject to (i) the unenforceability of  contractual provisions waiving or varying the rules listed in Section 9-602 of the NY UCC and  (ii) the unenforceability under certain circumstances of contractual provisions respecting self- help or summary remedies without notice of or opportunity for hearing or correction.  We call to your attention that enforcement of a claim denominated in a foreign  currency may be limited by requirements that the claim (or a judgment in respect of the claim) be  converted into United States dollars, and we express no opinion as to the enforceability of: (i)  any provision to the extent it requires that a claim (or a judgment in respect of such a claim) be  converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law  provides otherwise or (ii) any indemnity for losses associated with the exchange of the judgment  currency into any other currency.   





 






September 29, 2020  Page 8      Our opinions in numbered paragraph 4 in this letter are limited to Article 9 of the  NY UCC, and our opinions in numbered paragraph 5 are limited to Articles 8 and 9 of the NY  UCC.  Those opinion paragraphs, among other things, do not address collateral of a type not  subject to, or excluded from the coverage of, Articles 8 and 9, as the case may be, of the NY  UCC.    Additionally,   (i)  We express no opinion with respect to the priority of any security interest  or lien.  (ii)  We express no opinion with respect to any agricultural lien or any  collateral that consists of letter-of-credit rights, commercial tort claims, goods covered by  a certificate of title, claims against any government or governmental agency, consumer  goods, crops growing or to be grown, timber to be cut, goods which are or are to become  fixtures, as-extracted collateral or cooperative interests.  (iii)  We assume the descriptions of collateral contained in, or attached as  schedules to, the Loan Documents and any financing statements accurately and  sufficiently describe the collateral intended to be covered by the Loan Documents or such  financing statements; provided that we make no such assumption as to the sufficiency of  any collateral described solely by a type of collateral defined in Article 9 of the NY UCC.   Additionally, we express no opinion as to whether the phrases “all personal property” or  “all assets” or similarly general phrases would be sufficient to create a valid security  interest in the collateral or particular item or items of collateral; however, we note that  pursuant to Section 9-504 of the NY UCC the phrases “all assets” or “all personal  property” can be a sufficient description of collateral for purposes of perfection by the  filing of a financing statement.  (iv)  We have assumed that the grantor of any security interest has, or with  respect to after-acquired property will have, rights in the collateral granted by it or the  power to transfer rights in such collateral, and that the grantor has received value, and  express no opinion as to the nature or extent of the grantor’s rights in any of the collateral  





 






September 29, 2020  Page 9      and we note that with respect to any after-acquired property, the security interest will not  attach or be perfected until the grantor acquires such rights or power.   (v)  We call to your attention the fact that  a security interest in “proceeds” (as  defined in the NY UCC) of collateral is governed and restricted by Section 9-315 of the  NY UCC.   (vi)  Section 552 of the federal Bankruptcy Code limits the extent to which  property acquired by a debtor after the commencement of a case under the federal  Bankruptcy Code may be subject to a security interest arising from a security agreement  entered into by the debtor before the commencement of such case.  (vii)  We express no opinion with respect to any property subject to a statute,  regulation or treaty of the United States whose requirements for a security interest’s  obtaining priority over the rights of a lien creditor with respect to the property preempt  Section 9-310(a) of the NY UCC.  (viii)  We express no opinion with respect to any goods which are accessions to,  or commingled or processed with, other goods to the extent that the security interest is  limited by Section 9-335 or 9-336 of the NY UCC.  (ix)  We call to your attention that a security interest may not attach or become  enforceable or be perfected as to contracts, licenses, permits, equity interests or other  property that are not assignable under applicable law, or are subject to consent  requirements or contractual or other prohibitions or restrictions on assignment, except to  the extent that any such prohibitions, restrictions or consent requirements may be  rendered ineffective to prevent the attachment of the security interest pursuant to Sections  9-406, 9-407, 9-408 or 9-409 of the NY UCC, as applicable, and we note that the extent  of any security interest created in reliance on such UCC provisions may be limited.  In  addition, we call to your attention that your rights under the Loan Documents as secured  parties may be subject to the provisions of the organizational and governing documents  of any entity in which any equity interests (or other rights of equity holders or investors)  





 






September 29, 2020  Page 10      are pledged and the provisions of the applicable laws under which any such entity is  organized.    (x)  We express no opinion regarding any security interest in any copyrights,  patents, trademarks, service marks or other intellectual property, or any license or  sublicense thereof or the proceeds of any of the foregoing except to the extent Article 9 of  the NY UCC may be applicable to the foregoing and, without limiting the generality of  the foregoing, we express no opinion as to the effect of any federal laws relating to  copyrights, patents, trademarks, service marks or other intellectual property on the  opinions expressed herein.  In addition, we call to your attention that any license or  sublicense of copyrights, patents, trademarks or other intellectual property may not be  assignable unless such license or sublicense affirmatively permits the creation, perfection  and enforcement of a security interest therein.     (xi)  We express no opinion as to the enforceability of any provision of any  Loan Document purporting to agree to the classification or type of any property for  purposes of the NY UCC.  (xii)  We express no opinion with respect to the security interest of the Secured  Party in any of the following types of property: (a) any commodity contract; (b) an  ownership interest evidenced by certificates, stock or other instruments and a leasehold  evidenced by a proprietary lease, or either of the foregoing, from a corporation or  partnership formed for the purpose of cooperative ownership of real estate; or (c) any  property credited to a securities account which property is of a type not subject to Article  9 of the NY UCC regardless of whether the securities intermediary has agreed to treat  such property as a financial asset.  (xiii)  We express no opinion with respect to any property or assets now or  hereafter credited to any Securities Account that is a securities account except to the  extent that (a) a “security entitlement” (as such term is defined in Section 8-102(a)(17) of  the NY UCC) has been created and (b) such asset is a “financial asset” (as such term is  defined in Section 8-102(a)(9) of the NY UCC).  Furthermore, we express no opinion  





 






September 29, 2020  Page 11      with respect to the nature or extent of the Securities Intermediary’s rights in, or title to,  the securities or other financial assets underlying any “security entitlement” now or  hereafter credited to a securities account.  We note that to the extent the Securities  Intermediary maintains any financial asset in a “clearing corporation” (as defined in  Section 8-102(5) of the NY UCC), pursuant to Section 8-111 of the NY UCC, the rules of  such clearing corporation may affect the rights of the Securities Intermediary.  (xiv)  We call to your attention that the respective issuers of the Collateral  Shares (as defined in the Margin Loan Agreement) are organized under the laws of one or  more foreign countries, and we express no opinion as to the effect of the laws of any such  foreign country on the opinions herein stated.  Our opinion with respect to the Collateral  Shares is limited to the NY UCC to the extent that the NY UCC may be applicable  thereto and we express no opinion as to whether as a comity or otherwise a court may  defer to the laws of another jurisdiction.  Additionally, we call to your attention that the  laws of the jurisdiction of the issuer of the securities may affect, among other things, the  exercise of remedies with respect to such security and the exercise of voting or other  rights with respect to such security.     With your consent, except to the extent we have expressly opined as to such matters with  respect to the Borrower or the Guarantor herein, we have assumed (a) that the Loan Documents  have been duly authorized, executed and delivered by the parties thereto, (b) that the Loan  Documents constitute legally valid and binding obligations of the parties thereto, enforceable  against each of them in accordance with their respective terms, and (c) that the status of the Loan  Documents as legally valid and binding obligations of the parties is not affected by any (i)  breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules,  regulations or court or governmental orders, or (iii) failures to obtain required consents,  approvals or authorizations from, or make required registrations, declarations or filings with,  governmental authorities.  With your consent, we have also assumed that each Opinion Party is validly  existing and in good standing under the laws of its jurisdication of organization and has the  





 






September 29, 2020  Page 12      power and authority to execute, deliver and perform its obligations under the Loan Documents to  which it is a party.     This letter is furnished only to you and is solely for your benefit in connection  with the transactions referenced in the first paragraph of this letter.  This letter may not be relied  upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any  other person or entity for any purpose, without our prior written consent, which may be granted  or withheld in our discretion.  At your request, we hereby consent to reliance hereon by any  future assignee of your interest in the loans and commitments under the Margin Loan Agreement  pursuant to an assignment that is made and consented to in accordance with the express  provisions of Section 9.09 of the Margin Loan Agreement, on the condition and understanding  that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to  update this letter, to consider its applicability or correctness to any person or entity other than its  addressee(s), or to take into account changes in law, facts or any other developments of which  we may later become aware, and (iii) any such reliance by a future assignee must be actual and  reasonable under the circumstances existing at the time of assignment, including any changes in  law, facts or any other developments known to or reasonably knowable by the assignee at such  time.  Furthermore, all rights under this letter may be asserted only in a single proceeding by and  through the Administrative Agent or the Required Lenders.    Very truly yours,   [DRAFT]  





 






September 29, 2020  Page 13      Schedule A        Citibank, N.A.  DNB Bank ASA  





 






  Exhibit H to Margin Loan Agreement  H-1  #93434686v13   EXHIBIT H  FORM OF MARSHALL ISLANDS LAW OPINION  [Attached] 





 






          Citibank, N.A.,   as Administrative Agent  390 Greenwich Street, 3rd Floor  New York, NY 10013       Our reference:25245.[●]/US/80763332v3      September 29, 2020  Teekay Corporation  Ladies and Gentlemen:  We have acted as special counsel to Teekay Corporation (the “Guarantor”) on matters of Marshall Islands law  in connection with a Guarantee Agreement dated September 29, 2020 (the “Guarantee”) made by the  Guarantor in favor of (i) Citibank N.A. as administrative agent (in such capacity, the “Administrative Agent”)  for the lenders (the “Lenders”) from time to time party to the Margin Loan Agreement dated September 29,  2020 (the “Margin Loan Agreement”), among (1) Teekay Finance Limited, a Bermuda company, as borrower  (the “Borrower”), (2) the Lenders, (3) the Administrative Agent, and (4) Citibank N.A. as collateral agent, upon  the terms and subject to the conditions of which, among other things, a loan facility of up to U.S.$150,000,000  has been made available to the Borrower, and (ii) the Lenders, pursuant to which the Guarantor has  guaranteed the Guaranteed Obligations of the Borrower described therein.  We have also examined originals or photocopies of all such documents, including certificates of public officials  and of representatives of the Guarantor, as we have deemed necessary.  In such examination, we have assumed  the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the  conformity with the original documents of all documents submitted to us as photocopies.  We have also  assumed the power, authority and legal right of all parties (other than the Guarantor) to the Guarantee and the  Margin Loan Agreement to enter into and perform their respective obligations thereunder and the due  authorization, execution and delivery of the Guarantee and the Margin Loan Agreement by such parties.  We  have further assumed the validity and enforceability of the Guarantee and the Margin Loan Agreement under  all applicable laws other than the law of the Republic of the Marshall Islands.  As to any questions of fact material  to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid  certificates.  





 






  Page 2  US/80763332v3  This opinion is limited to the law of the Republic of the Marshall Islands as at the date hereof, and we express  no opinion as to the law of any other jurisdiction.  In rendering our opinion as to the valid existence in good  standing of the Guarantor, we have relied solely on a Certificate of Goodstanding issued by the Registrar of  Corporations of the Republic of the Marshall Islands on [●], 2020.  Based upon the foregoing, and having regard for the legal considerations which we deem relevant, we are of  the opinion that:  A. The Guarantor is a corporation domesticated, validly existing and in good standing under the law of the  Republic of the Marshall Islands and possesses the capacity to sue and be sued in its own name.  B. The Guarantor has the power and authority to enter into, execute, deliver and perform its obligations  under the Guarantee.  C. The Guarantee has been duly authorized, executed and delivered by the Guarantor, and constitutes a  legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms.  D. The authorization, execution, delivery and performance of the Guarantee by the Guarantor will not (i)  infringe upon its organizational documents or (ii) contravene any law of the Republic of the Marshall  Islands.  E. No consent, licenses, permits, approvals (including exchange control approvals), notarizations,  exemptions of or authorizations by, or filing with, any governmental authority or regulatory body of the  Republic of the Marshall Islands is required as a condition to the legality, validity, performance and  enforceability of the Guarantee or its admissibility in evidence.  F. Assuming that none of the Lenders or the Administrative Agent (the “Finance Parties”) is doing business  in the Republic of the Marshall Islands, it is not necessary under the law of the Republic of the Marshall  Islands for the purpose of commencement of legal proceedings by any of the Finance Parties in the  courts of the Republic of the Marshall Islands that any of the Finance Parties should be licensed by any  governmental authority of, or otherwise registered in any public office or elsewhere in, the Republic of  the Marshall Islands.  G. Assuming that none of the parties to the Guarantee is carrying on business or conducting transactions  in the Republic of the Marshall Islands, no Marshall Islands withholding tax is required to be deducted  from any payment of principal, interest or otherwise to be made by the Guarantor pursuant to the  provisions of the Guarantee.  H. The choice by the Guarantor of New York law to govern the Guarantee constitutes a valid choice of law.  I. Assuming that none of the shares of the Guarantor is owned, directly or indirectly, by the Republic of  the Marshall Islands or any other sovereign, none of the Guarantor or any of its properties has an  immunity from jurisdiction from any court or from any legal process (whether through service of notice,  attachment prior to judgment, attachment in aid of execution or otherwise) in the Republic of the  Marshall Islands.  





 






  Page 3  US/80763332v3  J. None of the Finance Parties will be deemed to be resident, domiciled, carrying on business, conducting  transactions or subject to taxation in the Republic of the Marshall Islands by reason only of the  negotiation, preparation, execution, performance, enforcement of, and/or receipt of any payment  due under the Guarantee, and/or the entering into of the transaction contemplated by the Guarantee,  or the holding of the obligations of the Guarantor under the Guarantee or any collateral therefor.  K. To the best of our knowledge without having made any investigation of agreements (other than our  examination of the Guarantee) to which the Guarantor is a party, claims against the Guarantor under  the Guarantee will rank at least pari passu with the claims of all unsecured creditors of the Guarantor  except those mandatorily preferred by law.  L. No stamp or registration duty or similar taxes or charges are payable in respect of the Guarantee.  M. The courts of the Republic of the Marshall Islands will recognize as valid and will enforce any judgment  for a sum of money obtained by the Administrative Agent against the Guarantor in the court of a  foreign country that is final and conclusive and enforceable where rendered, provided that:  (i) a foreign judgment is not conclusive if (1) the judgment was rendered under a system which  does not provide impartial tribunals or procedures compatible with the requirements of the  due process of law, (2) the foreign court did not have personal jurisdiction over the defendant,  or (3) the foreign court did not have jurisdiction over the subject matter; and     (ii) a foreign judgment need not be recognized if (1) the defendant in the proceedings in the  foreign court did not receive notice of the proceedings in sufficient time to enable him to  defend, (2) the judgment was obtained by fraud, (3) the cause of action on which the  judgment is based is repugnant to the public policy of the Republic of the Marshall Islands, (4)  the judgment conflicts with another final and conclusive judgment, (5) the proceeding in the  foreign court was contrary to an agreement between the parties under which the dispute in  question was to be settled otherwise than by proceedings in the court, (6) in the case of  jurisdiction based only on personal service, the foreign court was a seriously inconvenient  forum for the trial of the action, or (7) the foreign state does not recognize or enforce the  judgments of any other foreign nation.  The foregoing opinion is subject to the qualifications that:  (i) The enforceability of the rights and remedies of any party to the Guarantee (a) may be limited by  bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws  affecting generally the enforcement of creditors’ rights from time to time in effect, and (b) is subject to  general principles of equity (regardless of whether such enforceability is considered in a proceeding in  equity or at law), including application by a court of competent jurisdiction of principles of good faith,  fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy  or other similar principles; and     (ii) Our opinion in paragraph F is given on the basis of the requirements under Marshall Islands law which  would apply to companies generally in connection with entering into a document of the type of the  





 






  Page 4  US/80763332v3  Guarantee or enforcing its rights under it and we have not performed any specific analysis of the  individual position of any of the Finance Parties.  This opinion is issued solely for the benefit of the Finance Parties, may be relied on solely by the Finance Parties  and their respective affiliates, permitted successors and assigns in connection with the transactions described  herein and is not to be made available to, or relied upon by, any other person, firm or entity.  The opinion may  be (a) disclosed if required by law or regulation; and (b) provided for the purposes of information only to any  potential assignee or transferee of a Lender and to such Lender’s professional advisors and regulators, but only  on the express basis that they may not rely on it.    Very truly yours,  Watson Farley & Williams LLP        





 






  Exhibit I to Margin Loan Agreement  I-1  #93434686v13   EXHIBIT I  FORM OF BERMUDA LAW OPINION  [Attached] 





 






    #93680814v2   CONYERS DILL & PEARMAN LIMITED  Clarendon House, 2 Church Street  Hamilton HM 11, Bermuda  Mail: PO Box HM 666, Hamilton HM CX, Bermuda  T +1 441 295 1422  conyers.com    29 September 2020  Matter No.: 366882  1 441 299 4965  Graham.Collis@conyers.com  Citibank, N.A.,  as Administrative Agent  390 Greenwich Street, 3rd Floor  New York, NY 10013    Citibank, N.A.,  as Lender  390 Greenwich Street, 3rd Floor  New York, NY 10013    DNB Bank ASA  Dronning Eufemias gate 30  0191 Oslo  Norway    Dear Sirs    Re: Margin Loan Agreement     We have acted as special Bermuda legal counsel to Teekay Finance Limited (the “Company”) in  connection with a margin loan agreement dated 29 September 2020 among the Company as borrower,  the lenders party thereto (the “Lenders”) and Citibank, N.A. (the “Citibank”) as administrative agent  (the “Margin Loan Agreement”).  For the purposes of giving this opinion, we have examined the following documents:   an executed copy of the Margin Loan Agreement;   an executed copy of a pledge and security agreement dated 29 September 2020  between Citibank, as collateral agent for the Lenders and the Company (the “Security  Agreement”); and   an executed copy of a securities account control agreement dated 29September 2020  between Citibank, in its capacity as collateral agent under the Security Agreement, the  Company and Citigroup Global Markets, Inc as custodian.  





 






   conyers.com | 2  #93680814v2   The documents listed in items (i) through (iii) above are herein sometimes collectively referred to as the  "Documents" (which term does not include any other document or agreement whether or not  specifically referred to therein or attached as an exhibit or schedule thereto).  We have also reviewed the memorandum of association and the bye-laws of the Company  (together,  the “Constitutional Documents”), each certified by [a Director]/ [the Secretary] of the Company on 30  September 2020, written resolutions of its directors dated 29 September 2020 and written resolutions of  its shareholders dated 29 September 2020 (together, the "Resolutions"), and such other documents  and made such enquiries as to questions of law as we have deemed necessary in order to render the  opinion set forth below. References to ‘searches’ in this opinion refer to searches carried out at the  Registrar of Companies and/or the Supreme Court, or responses given on behalf of the Registrar of  Companies and/or the Supreme Court to enquiries made by us  We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the  originals of all copies (whether or not certified) examined by us and the authenticity and completeness  of the originals from which such copies were taken; (b) that where a document has been examined by  us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of  a document have been examined by us all changes thereto have been marked or otherwise drawn to  our attention; (c) the capacity, power and authority of each of the parties to the Documents, other than  the Company, to enter into and perform its respective obligations under the Documents; (d) the due  execution and delivery of the Documents by each of the parties thereto, other than the Company, and  the physical delivery thereof by the Company with an intention to be bound thereby; (e) the accuracy  and completeness of all factual representations made in the Documents and other documents reviewed  by us; (f) that the Resolutions were passed at one or more duly convened, constituted and quorate  meetings or by unanimous written resolutions, remain in full force and effect and have not been  rescinded or amended; (g) that the Company is entering into the Documents pursuant to its business of  group finance; (h) that there is no provision of the law of any jurisdiction, other than Bermuda, which  would have any implication in relation to the opinions expressed herein; (i) the validity and binding  effect under the laws of the State of New York (the "Foreign Laws") of the Documents which are  expressed to be governed by such Foreign Laws in accordance with their respective terms; (j) the  validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the  Documents to the non exclusive jurisdiction of the courts of the State of New York (the "Foreign  Courts"); (k) that none of the parties to the Documents carries on business from premises in Bermuda  at which it employs staff and pays salaries and other expenses; (l) that on the date of entering into the  Documents the Company is and after entering into the Documents will be able to pay its liabilities as  they become due; (m) that the records maintained by the Registrar of Companies, which were the  subject of the searches referred to at paragraphs 12 and 13, were complete and accurate in all material  respects at the time of such searches; and (n) that the records maintained by the Supreme Court of  Bermuda, which were the subject of the searches referred to at paragraph 12 and 14, were complete  and accurate in all material respects at the time of such searches.  The obligations of the Company under the Documents (a) will be subject to the laws from time to time in  effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation,  amalgamation, merger, moratorium or any other laws or legal procedures, whether of a similar nature  or otherwise, generally affecting the rights of creditors as well as applicable international sanctions; (b)  





 






   conyers.com | 3  #93680814v2   will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be  subject to general principles of equity and, as such, specific performance and injunctive relief, being  equitable remedies, may not be available; (d) may not be given effect to by a Bermuda court, whether  or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount  which is in the nature of a penalty; and (e) may not be given effect by a Bermuda court to the extent  that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal  under the laws of that jurisdiction.  Notwithstanding any contractual submission to the jurisdiction of  specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda  courts.  We express no opinion as to the enforceability of any provision of the Documents which provides for  the payment of a specified rate of interest on the amount of a judgment after the date of judgment or  which purports to fetter the statutory powers of the Company.  We have made no investigation of and express no opinion in relation to the laws of any jurisdiction  other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of  Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.  This  opinion is issued solely for your benefit and use in connection with the matter described herein and is  not to be relied upon by any other person, firm or entity or in respect of any other matter.  On the basis of and subject to the foregoing, we are of the opinion that:  1. The Company is duly incorporated and existing under the laws of Bermuda in good standing  (meaning solely that it has not failed to make any filing with any Bermuda governmental  authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which  would make it liable to be struck off the Register of Companies and thereby cease to exist under  the laws of Bermuda).   2. The Company has the necessary corporate power and authority to enter into and perform its  obligations under the Documents.  The execution and delivery of the Documents by the  Company and the performance by the Company of its obligations thereunder will not violate the  memorandum of association or bye laws of the Company nor any applicable law, regulation,  order or decree in Bermuda.  3. The Company has taken all corporate action required to authorise its execution, delivery and  performance of the Documents. The Documents have been duly executed and delivered by or  on behalf of the Company, and constitute the valid and binding obligations of the Company in  accordance with the terms thereof.  4. No order, consent, approval, licence, authorisation or validation of or exemption by any  government or public body or authority of Bermuda or any sub division thereof is required to  authorise or is required in connection with the execution, delivery, performance and  enforcement of the Documents.  5. There is no income or other tax of Bermuda imposed by withholding or otherwise on any  payment to be made to or by the Company pursuant to the Documents.  





 






   conyers.com | 4  #93680814v2   6. It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents that  they be registered in any register kept by, or filed with, any governmental authority or regulatory  body in Bermuda.  However, to the extent that any of the Documents creates a charge over  assets of the Company, it may be desirable to ensure the priority in Bermuda of the charge that  it be registered in the Register of Charges in accordance with Section 55 of the Companies Act  1981.  On registration, to the extent that Bermuda law governs the priority of a charge, such  charge will have priority in Bermuda over any unregistered charges created after 11 July 1984,  and over any subsequently registered charges, in respect of the assets which are the subject of  the charge.  A registration fee of $665 will be payable in respect of the registration.  While there is no exhaustive definition of a charge under Bermuda law, a charge includes any  interest created in property by way of security (including any mortgage, assignment, pledge, lien  or hypothecation).  As the Documents are governed by the Foreign Laws, the question of  whether they create such an interest in property would be determined under the Foreign Laws.  7. The Documents will not be subject to ad valorem stamp duty in Bermuda and no registration,  documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda in  connection with the execution, delivery, filing, registration or performance of the Documents.   8. The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law  and would be recognised and given effect to in any action brought before a court of competent  jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in  nature; (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent  with public policy, as such term is interpreted under the laws of Bermuda.  The submission in  the Documents to the non-exclusive jurisdiction of the Foreign Courts is valid and binding upon  the Company.  9. The Company has been designated as non-resident of Bermuda for the purposes of the  Exchange Control Act, 1972 and, as such, is free to acquire, hold and sell foreign currency and  securities without restriction.  10. Citibank and the Lenders will not be deemed to be resident, domiciled or carrying on business in  Bermuda by reason only of the execution, performance and/or enforcement of the Documents  by Citibank.  11. The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in  personam obtained in the Foreign Courts against the Company based upon the Documents  under which a sum of money is payable (other than a sum of money payable in respect of  multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty)  and would give a judgment based thereon provided that (a) such courts had proper jurisdiction  over the parties subject to such judgment; (b) such courts did not contravene the rules of natural  justice of Bermuda; (c) such judgment was not obtained by fraud; (d) the enforcement of the  judgment would not be contrary to the public policy of Bermuda; (e) no new admissible evidence  relevant to the action is submitted prior to the rendering of the judgment by the courts of  Bermuda; and (f) there is due compliance with the correct procedures under the laws of  Bermuda.  





 






   conyers.com | 5  #93680814v2   12. Based solely on a search of the public records in respect of the Company maintained at the  offices of the Registrar of Companies at [] on [] September 2020  (which would not reveal  details of matters which have not been lodged for registration or have been lodged for  registration but not actually registered at the time of our search) and a search of the Cause  Book of the Supreme Court of Bermuda conducted at [] on [] September 2020 (which would  not reveal details of proceedings which have been filed but not actually entered in the Cause  Book at the time of our search), no details have been registered of any steps taken in Bermuda  for the appointment of a receiver or liquidator to, or for the winding-up, dissolution,  reconstruction or reorganisation of, the Company, though it should be noted that the public files  maintained by the Registrar of Companies do not reveal whether a winding-up petition or  application to the Court for the appointment of a receiver has been presented and entries in the  Cause Book may not specify the nature of the relevant proceedings.  13. Based solely on a search of the Register of Charges maintained by the Registrar of Companies  pursuant to Section 55 of the Companies Act 1981 conducted at [] on [] September 2020  (which would not reveal details of matters which have been lodged for registration but not  actually registered at the time of our search), there is one charge registered on the assets of the  Company as follows:  Serial Number Date Registered Time Registered: Satisfied  38976 02 January 2013 12:49 p.m. No    14. Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at  [] on [] September 2020 (which would not reveal details of proceedings which have been filed  but not actually entered in the Cause Book at the time of our search), there are no judgments  against the Company, nor any legal or governmental proceedings pending in Bermuda to which  the Company is subject.    Yours faithfully,        Conyers Dill & Pearman Limited      





 






  Exhibit J to Margin Loan Agreement  J-1  #93434686v13   EXHIBIT J  FORM OF ASSIGNMENT AND ASSUMPTION  This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the  Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the  “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not  defined herein shall have the meanings given to them in the Margin Loan Agreement identified  below  (as amended, the “Margin Loan Agreement”), receipt of a copy of which is hereby  acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached  hereto are hereby agreed to and incorporated herein by reference and made a part of this  Assignment and Assumption as if set forth herein in full.  For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the  Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject  to and in accordance with the Standard Terms and Conditions and the Margin Loan Agreement, as  of the Effective Date inserted by Administrative Agent as contemplated below (i) all of the  Assignor’s rights and obligations in its capacity as a Lender under the Margin Loan Agreement  and any other documents or instruments delivered pursuant thereto to the extent related to the  amount and percentage interest identified below of all of such outstanding rights and obligations  of the Assignor under the Facility (including the Guarantee Agreement) and (ii) to the extent  permitted to be assigned under applicable law, all claims, suits, causes of action and any other right  of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,  arising under or in connection with the Margin Loan Agreement, any other documents or  instruments delivered pursuant thereto or the loan transactions governed thereby or in any way  based on or related to any of the foregoing, including contract claims, tort claims, malpractice  claims, statutory claims and all other claims at law or in equity related to the rights and obligations  sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned  pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned  Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly  provided in this Assignment and Assumption, without representation or warranty by the Assignor.  1. Assignor:  ______________________________  2. Assignee:  ______________________________      [and is [a Lender][an Affiliate of [identify Lender] who is a Lender]] 1   3. Borrower:  Teekay Finance Limited  4. Administrative Agent: Citibank, N.A., as the administrative agent under the Margin        Loan Agreement                                                    1 Select as applicable.  





 






Exhibit J to Margin Loan Agreement  J-2  5. Margin Loan    Agreement:  The Margin Loan Agreement dated as of September 29, 2020 among        Teekay Finance Limited, the Lenders parties thereto, and  Administrative      Agent  6. Assigned Interest:  Aggregate Amount of  Commitment/Advances  for all Lenders  Amount of  Commitment/Advances  Assigned  Percentage Assigned of  Commitment/Advances 2   $ $ %  $ $ %  $ $ %    Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT  AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE  REGISTER THEREFOR.]  The Assignee agrees to receive all notices and other communications at the following address, facsimile  number, electronic mail address or telephone number, as provided in Section 9.02 of the Margin Loan  Agreement:  [Insert contact information for Assignee, including address, facsimile number, electronic mail  address and telephone number]  The terms set forth in this Assignment and Assumption are hereby agreed to:  ASSIGNOR  [NAME OF ASSIGNOR]    By:    Title:      ASSIGNEE  [NAME OF ASSIGNEE]    By:    Title:                                                      2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders  thereunder.  





 






Exhibit J to Margin Loan Agreement  J-3      [Consented to and] 3  Accepted:  CITIBANK, N.A., as  Administrative Agent    By_________________________________   Title:    [Consented to:  TEEKAY FINANCE LIMITED]4    By________________________________  Title:                                                     3 To be added only if the consent of Administrative Agent is required by the terms of the Margin  Loan Agreement.  4 To be added only if the consent of Borrower is required by the terms of the Margin Loan  Agreement.  





 






Exhibit J to Margin Loan Agreement  J-4    STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION  1.  Representations and Warranties.  1.1  Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial  owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance  or other adverse claim and (iii) it has full power and authority, and has taken all action necessary,  to execute and deliver this Assignment and Assumption and to consummate the transactions  contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,  warranties or representations made in or in connection with the Margin Loan Agreement, (ii) the  execution, legality, validity, enforceability, genuineness, sufficiency or value of the Margin Loan  Agreement or any collateral thereunder, (iii) the financial condition of Borrower, any of its  Subsidiaries or Affiliates or any other Person obligated in respect of the Margin Loan Agreement  or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any  other Person of any of their respective obligations under the Margin Loan Agreement.  1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and  authority, and has taken all action necessary, to execute and deliver this Assignment and  Assumption and to consummate the transactions contemplated hereby and to become a Lender  under the Margin Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Margin  Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and  become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the  Margin Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall  have the obligations of a Lender thereunder, (iv) it has received a copy of the Margin Loan  Agreement, together with copies of the most recent financial statements delivered pursuant to  Section 5.01 thereof, as applicable, and such other documents and information as it has deemed  appropriate to make its own credit analysis and decision to enter into this Assignment and  Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis  and decision independently and without reliance on Administrative Agent or any other Lender,  and (v) attached to the Assignment and Assumption is any documentation required to be delivered  by it pursuant to the terms of the Margin Loan Agreement, duly completed and executed by the  Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative  Agent, the Assignor or any other Lender, and based on such documents and information as it shall  deem appropriate at the time, continue to make its own credit decisions in taking or not taking  action under the Margin Loan Agreement, and (ii) it will perform in accordance with their terms  all of the obligations which by the terms of the Margin Loan Agreement are required to be  performed by it as a Lender.  2.  Payments.  From and after the Effective Date, Administrative Agent shall make all  payments in respect of the Assigned Interest (including payments of principal, interest, fees and  other amounts) to the Assignor for amounts which have accrued to but excluding the Effective  Date and to the Assignee for amounts which have accrued from and after the Effective Date.  3.  General Provisions.  This Assignment and Assumption shall be binding upon, and inure  to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment  and Assumption may be executed in any number of counterparts, which together shall constitute  





 






Exhibit J to Margin Loan Agreement  J-5  one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and  Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this  Assignment and Assumption.  This Assignment and Assumption shall be governed by, and  construed in accordance with, the law of the State of New York without giving effect to its conflict  of laws provisions other than Section 5-1401 of the New York General Obligations Law.  





 






  Exhibit K to Margin Loan Agreement  K-1  #93434686v13     EXHIBIT K  FORM OF AMENDMENTS TO BORROWER’S ORGANIZATION DOCUMENTS  [Attached]    





 






ALTERED 





 






Teeklly Finance Limlttd: Amended 11nd Re.lated Memor11ndum of Associallon - 11'' J11nuary 2013 Page 2.  r  3. The Company is to be an exempted Company as defined by the Companies Act 1981.  4. The Company, with the consent of the Minister of Finance, has power to hold land situate in  Bermuda not exceeding NIL in all, including the following parcels:- NIA  5. The authorised share capital of the Company is US$2,000,000.00 divided into 2,000,000,000  shares of US$0.00 l each.  See  Schedule I  r  r  6. The ehjeels fer whieh the Compaay kas eeen farmed anEl ineeFfJerated are te enter inte &Ad  perform a Margin LoaH ,,\greemenl (the "Facility Agreement"), to he entered into bet·#eefl  the Comp!lfly, as borrov,er, Citibank N.A., as administrati•,·e agent, (the .. B&flk") and the  other lenders party thereto, and the related agreements and doe1:1mentation (the "Facility  D0e1:1mentation") and matters aAeillary thereto.  7(1). Subject to Paragraph 6 above and Sub-paragraph 7(2) below, the Company has the  unrestricted capacity, rights. powers and privileges of a natural person; and  (a) pursuant to the provisions of Section 42 of the Companies Act 1981, the Company shall  have power to issue preference: shares which are at the option of the holders liable to be  redeemed;  (b) pursuant to the provisions of Section 42A of the Companies Act I 981, the Company shall  have power to purchase its own shares for cancellation; and  (c) pursuant to the provisions of Section 42B of the Companies Act 1981, the Company shall  have power to purchase its own shares to be held as treasury shares.  7(2). So long as any of the Company's obligations under the Facility Documentation remain  outstanding (other than indemnification obligations for which no claim has accrued or been  asserted):  (a) The Company shall not create, incur, assume or suffer to exist any indebtedness, other  than the obligations under the Facility Documentation.  (b) The Company shall not create, incur, assume or suffer to exist any lien upon the collateral  under the Facility Documentation or any other property or asset. whether now owned or  hereafter acquired, other than permitted liens under the Facility Documentation.  (c) The Company shall not (i) engage in any activity other than (x:) acquiring and holding the  shares of Teekay LNG Partners LP .• a limited partnership organized under the laws of the  Republic of the Marshall Islands. and Teekay Offshore Partners L.P., a limited partnership  organized under the laws of the Republic of the Marshall Islands (the "Shares"), and  activities incidental thereto or otherwise contemplated by the Facility Documentation, or (y)  issuing equity interests, accepting capital contributions and activities incidental to any of the  foregoing or (z) making loans of cash owned by the Company and not constituting collateral  (or required by the Facility Documentation to be held as collateral) to Teekay Corporation or  any subsidiary of Teekay Corporation on arm's-length terms ("Permitted Investments") and  activities incidental thereto; (ii) acquire or own any material assets other than the Shares,  cash, cash equivalents and other collateral under the Facility Documentation, and property  Altered and  effective as  of  29. 09. 2020 





 






 





 






 





 






SCHEDULE I  THE COMPANIES ACT 1981  AMENDED AND RESTATED  MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES  (Sections 7(1) and 7(2))  MEMORANDUM OF ASSOCIATION  OF  Teekay Finance Limited  (hereinafter referred to as “the Company”)  6. The objects for which the Company has been formed and incorporated are to enter into and perform a Margin Loan Agreement (the “Facility Agreement”), to be entered into between the Company, as borrower, Citibank N.A., as Administrative Agent, (the “Bank”) and the other lenders thereto on or around 29 September 2020 and the related agreement and documentation (the “Facility Documentation”) and matters ancillary thereto. 





 






  Exhibit L to Margin Loan Agreement  L-1  #93434686v13   EXHIBIT L  FORM OF PERMITTED NOTE  [Attached]  





 






  #93676079v2     SUBORDINATE PROMISSORY NOTE    THIS NOTE AND ANY INTEREST HEREIN MAY NOT BE ASSIGNED OR TRANSFERRED BY THE HOLDER  HEREOF AT ANY TIME PRIOR TO THE MLA TERMINATION DATE (AS DEFINED HEREIN) WITHOUT THE  PRIOR WRITTEN CONSENT OF THE MLA AGENT (AS DEFINED HEREIN).      $111,262,500.00 September 29, 2020     WHEREAS, Teekay Finance Limited, a Bermuda exempted company (“Borrower”) and  Teekay GP L.L.C., a Marshall Islands limited liability company (“TGP GP”), have entered into a purchase  agreement dated as of the date hereof (the “Purchase Agreement”), pursuant to which TGP GP has  agreed to sell and Borrower has agreed to purchase ten million seven hundred and fifty thousand  (10,750,000) common units issued to TGP GP by Teekay LNG Partners L.P., a Marshall Islands limited  partnership, in exchange for a debt obligation owing from the Borrower to TGP GP in the amount of USD  111,262,500.00.   WHEREAS, the Borrower intends to enter into a margin loan agreement (as amended,  supplemented or otherwise modified from time to time, the “MLA”) on or around the date hereof with  Citibank, N.A., as administrative agent (in such capacity, “MLA Agent”) and certain lenders party thereto  (“MLA Lenders”), pursuant to which the MLA Lenders have agreed to make loans available to the  Borrower from time to time in an aggregate principal amount of up to USD 150,000,000, plus interest,  on the terms and conditions set forth in the MLA.   FOR VALUE RECEIVED, the Borrower hereby promises to pay to TGP GP (“Lender”), the  principal sum of one hundred eleven million two hundred sixty two thousand and five hundred United  States Dollars (USD 111,262,500.00)(the “Loan”) on the terms and conditions set forth in this Note.  1. INTERPRETATION  1.1. Definitions.  Where used in this Note, each of the following words and phrases has the meaning  set out below:  (a) “Business Day” means any day except Saturday, Sunday or a statutory holiday in    Vancouver or Bermuda.  (b) “MLA Obligations” means Borrower’s obligations to the MLA Lenders under the MLA,  whether now existing or hereafter arising.  (c) “MLA Termination Date” means the first date on which the commitments of the MLA  Lenders under the MLA shall have been terminated and all MLA Obligations shall have  been paid in full.  (d) “Person” means any individual, corporation, partnership, limited liability company, joint  venture, association, joint-stock company, trust, unincorporated organization or  governmental entity or other entity.  





 






  #93676079v2   2  1.2. Currency.  All references to currency in this Note are references to United States Dollars.  1.3. Costs and Expenses.  Subject to Section 2.2, Borrower shall pay any and all costs and expenses  (including but not limited to reasonably attorneys’ fees and disbursements) incurred by Lender  in connection with any action, claim or other proceeding instituted for collection of any  payment under this Note or the Loan.   1.4. Governing Law; Consent to Jurisdiction.  This Note shall in all respects be governed by and  construed in accordance with the laws of the State of New York without regard to the conflict of  law rules of such state. Any dispute, action, claim or other proceeding arising out of or relating  to this Note shall be adjudicated in any U.S. federal or New York state court sitting in New York,  New York.    1.5. Amendments.  No amendment or waiver of any provision of this Note, nor consent to any  departure by Borrower from any such provision, shall in any event be effective unless such  amendment, waiver or consent is in a writing signed by Lender and Borrower, and then such  waiver or consent shall be effective only in the specific instance and for the specific purpose for  which given. Notwithstanding the foregoing, at any time prior to the MLA Termination Date, the  Borrower and Lender shall not make any amendments to this Note, and no such amendment  shall be effective, without prior written consent of the MLA Agent.   1.6. Severability.  If any one or more of the provisions contained in this Note is invalid, illegal or  unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such  provision or provisions shall not in any way be affected or impaired thereby in any other  jurisdiction and the validity, legality and enforceability of the remaining provisions contained  herein shall not in any way be affected or impaired thereby.  1.7. Included Words.  Wherever the singular or the masculine is used herein the same shall be  deemed to include the plural or the feminine or the body politic or corporate where the context  or the parties so require.  1.8. Headings.  The headings of the clauses of this Note are inserted for convenience only and shall  not affect the construction thereof.  2. TERMS OF THE LOAN  2.1 Loan Amount.  This Note is made to evidence the Borrower’s obligation to pay the Lender one  hundred eleven million two hundred sixty two thousand and five hundred Dollars (USD  111,262,500.00 in consideration of that certain advance in such amount made this day by the  Lender to the Borrower as payment under the Purchase Agreement.  2.2 Subordination.  Notwithstanding any other provision to the contrary in this Note, payment of  the Loan principal and any other amount hereunder or in connection herewith is subordinate to  payment of the MLA Obligations. Until the MLA Termination Date or unless prior written  consent has been obtained from the MLA Agent, whether in connection with a liquidation,  dissolution, insolvency or bankruptcy of Borrower or otherwise, Borrower shall not pay or owe,  and Lender may not receive and retain, any payment of Loan principal or any other amount  hereunder or in connection herewith.  If Lender receives any amount in connection with this  





 






  #93676079v2   3  Note to which it is not entitled pursuant to this Section 2.2, Lender shall promptly remit the  same to the MLA Agent.  2.3 Payments of Principal.  Unless otherwise extended by the Lender in writing, subject to Section  2.2, Borrower shall pay the Loan principal in full on the date that falls on the tenth (10th)  anniversary of the date of this Note.   2.4 Prepayments.  The Borrower, at any time or times and without premium or penalty, may prepay  the unpaid principal amount of the Loan, in whole or in part, provided that at any time prior to  the MLA Termination Date, the Borrower may not make such prepayment and the Lender may  not accept any such prepayment without prior written consent of the MLA Agent.   2.5 Interest.  No interest shall accrue on the unpaid principal amount of the Loan.   2.6 Place of Payments.  Except as otherwise provided in this Note, all payments to be made by  Borrower to Lender under this Note shall be made to Lender in immediately available funds at  such place as Lender shall specify in writing from time to time.  2.7 Application of Payments.  All payments made hereunder shall be applied first to the payment of  any costs and expenses outstanding hereunder, and second to the payment of the principal  amount outstanding under this Note.  2.8 Rescission of Payments.  If at any time any payment made by Borrower under this Note is  rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or  reorganization of Borrower or otherwise, Borrower’s obligation to make such payment shall be  reinstated as though such payment had not been made.    2.9 Non-Petition.  Notwithstanding any other provisions of this Note, the Lender agrees that it will  not at any time institute against, or join any Person in instituting against, Borrower any  involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or  other involuntary proceedings under any United States federal or state bankruptcy, insolvency  or similar law, or under the laws of any other jurisdiction.  3. COVENANTS  Borrower covenants and agrees with Lender that:  3.1. Further Assurances.  The parties hereto agree to execute such further documents and  instruments and to take such further actions as may be reasonably necessary to carry out the  purposes and intent of this Note.  4. MISCELLANEOUS  6.1. Notices.   A notice, demand, consent or request required or permitted to be given pursuant to  this Note may only be given in writing and by delivery or by confirmed facsimile or email of a  PDF document transmission to the address, facsimile number or email address of such party set  out below or at such other address, facsimile number or email address as that party may  designate by notice under this Note:   





 






  #93676079v2   4   if to the Borrower, at:     Teekay Finance Limited  4th Floor, Belvedere Building  69 Pitts Bay Road  Hamilton, HM 08 Bermuda  Attn: Secretary  Telephone: (441) 298-2530  Facsimile: (441) 292-3931   Email: BermudaCorpSec@teekay.com     if to the Lender, at:   Teekay GP L.L.C.  4th Floor, Belvedere Building  69 Pitts Bay Road  Hamilton, HM 08 Bermuda  Attn: Secretary   Telephone: (441) 298-2530  Facsimile: (441) 292-3931   Email: BermudaCorpSec@teekay.com     In each case, with a copy to (which copy alone shall not constitute notice):     Teekay Shipping (Canada) Ltd.   2000 Bentall 5,    550 Burrard Street,    Vancouver, B.C.,    Canada, V6C 2K2   Attn: Legal Department     Any notice aforesaid shall, if actually delivered, be deemed to have been given and made at the  time of delivery and if sent by facsimile device or email, be deemed to have been given or made on  the day in the jurisdiction of the sender following the date it was sent.    6.2. Time of the Essence.  Time is expressly declared and stipulated to be of the essence hereunder in  respect of all payments to be made and all covenants, agreements and obligations to be  performed and fulfilled hereunder. Any extension of time shall not be deemed to be or to operate  in law as a waiver on the part of Lender that time is to be of the essence.  6.3. Non-Business Days.  If the date upon which any act or payment hereunder is required to be  done or made falls on a day which is not a Business Day, then such act or payment shall be  performed or made on the following Business Day.  





 






  #93676079v2   5  6.4. Granting Extensions, etc.  Lender may grant extensions, accept compositions, grant releases and  discharges, and otherwise make arrangements and deal with Borrower and with other Persons  as Lender may see fit, without prejudice to their respective liability to Lender or Lender’s rights  hereunder.  6.5. Enurement; Assignment.  This Note will enure to the benefit of and be binding upon the parties  hereto and their respective successors and permitted assigns. Borrower may not assign or  transfer this Note or any of its rights or obligations hereunder without the prior written consent  of Lender. This Note may be assigned or transferred by Lender to any Person, provided that at  any time prior to the MLA Termination Date, the Lender may not assign or transfer this Note or  any interest herein without prior written consent of the MLA Agent.  The MLA Agent is an  express third-party beneficiary of the subordination provisions of this Note and the terms hereof  that reference the MLA Agent.   6.6. Counterparts; Electronic Signature.  This Note may be executed in any number of counterparts  or facsimile counterparts, each of which when executed shall be deemed to be an original and  all of which together shall constitute one and the same document. A signature delivered on any  counterpart by facsimile or other electronic means shall for all purposes be deemed to be an  original signature to this Promissory Note.  [Signature Page Follows]  





 






  #93676079v2   IN WITNESS WHEREOF, the undersigned execute this Note, effective as of the date first  above written.      TEEKAY FINANCE LIMITED      _______________________________    Name:   Title:     





 






  #93676079v2   ACKNOWLEDGED AND AGREED:    TEEKAY GP L.L.C.      _______________________________    Name:   Title: