EX-4.34



 EXHIBIT 4.34 

Execution Version 

Dated             5
June            2015 
 EXMAR LPG BVBA 

as Borrower 
 and 

EXMAR GAS SHIPPING LIMITED 

EXMAR SHIPPING BVBA 
 as
Guarantor Owners 
 and 

EXMAR NV 
 TEEKAY LNG
PARTNERS L.P. 
 as Shareholder Guarantors 

and 
 THE BANKS AND FINANCIAL
INSTITUTIONS 
 listed in Schedule 1 

as Lenders 
 and 

DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S) 

ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG 

DNB BANK ASA 
 as Outgoing
Lenders 
 and 
 THE BANKS AND
FINANCIAL INSTITUTIONS 
 listed in Schedule 2 

as Swap Banks 
 and 

ABN AMRO BANK N.V. 
 BNP
PARIBAS SA 
 DNB BANK ASA 

NORDEA BANK NORGE ASA 

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) 

as Lead Arrangers 
 and 

DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S) 

ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG 

KBC BANK NV 
 as Co-Arrangers

 and 
 NORDEA BANK NORGE ASA

 as Global Co-Ordinator 

and 
 NORDEA BANK NORGE ASA

 DNB BANK ASA 
 as
Bookrunners 
 and 
 NORDEA
BANK NORGE ASA 
 as Agent and as Security Trustee 

AMENDING AND RESTATING AGREEMENT 

relating to 
 a facility of
(originally) US$355,000,000 comprising: 
 (i) a revolving credit facility of US$215,000,000 and 

(ii) a newbuilding facility of US$140,000,000 







 Index 
  

							
	 Clause
	  	Page	 
	 1
	 	 Interpretation
	  	 	2	  
	 2
	 	 Agreement of the Creditor Parties
	  	 	2	  
	 3
	 	 Conditions Precedent
	  	 	5	  
	 4
	 	 Representations and Warranties
	  	 	5	  
	 5
	 	 Amendment and Restatement of Loan Agreement and other Finance Documents
	  	 	6	  
	 6
	 	 Further Assurances
	  	 	8	  
	 7
	 	 Fees and Expenses
	  	 	9	  
	 8
	 	 Communications
	  	 	9	  
	 9
	 	 Supplemental
	  	 	9	  
	 10
	 	 Law and Jurisdiction
	  	 	9	  
		
	 Schedules
	  			
		
	 Schedule 1 Lenders
	  	 	11	  
	 Schedule 2 Swap Banks
	  	 	13	  
		
	 Execution
	  			
		
	 Execution Pages
	  	 	14	  
		
	 Appendices
	  			
		
	 Appendix 1 Form of Amended and Restated Loan Agreement

Appendix 2 Form of Mortgage Addendum

Appendix 3 Form of Transfer Certificate
	  			

  







 THIS AGREEMENT is made on
            5 June            2015 

PARTIES 
  

	 (1)
	 EXMAR LPG BVBA, (the “Borrower”) 



 

	 (2)
	 EXMAR GAS SHIPPING LIMITED and EXMAR SHIPPING BVBA, (the “Guarantor Owners”)



  

	 (3)
	 EXMAR NV and TEEKAY LNG PARTNERS L.P., (the “Shareholder
Guarantors”) 


  

	 (4)
	 THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders) as lenders (the
“Lenders”) 


  

	 (5)
	 DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S), ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG and
DNB BANK ASA as outgoing lenders (the “Outgoing Lenders”). 


  

	 (6)
	 THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 (Swap Banks) as swap banks (the
“Swap Banks”) 


  

	 (7)
	 ABN AMRO BANK N.V., BNP PARIBAS SA, DNB BANK ASA, NORDEA BANK NORGE ASA and
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), (the “Lead Arrangers”) 


  

	 (8)
	 DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S), ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG and
KBC BANK NV, (the “Co-Arrangers”) 


  

	 (9)
	 NORDEA BANK NORGE ASA, (the “Global Co-Ordinator”) 



 

	 (10)
	 DNB BANK ASA and NORDEA BANK NORGE ASA, (the “Bookrunners”)



  

	 (11)
	 NORDEA BANK NORGE ASA, (the “Agent”) 



 

	 (12)
	 NORDEA BANK NORGE ASA, (the “Security Trustee”) 



BACKGROUND 
  

	 (A)
	 By a loan agreement dated 28 March 2013, as amended from time to time, (the “Loan
Agreement”) and made between (i) the Borrower, (ii) the Lenders, (iii) the Swap Banks, (iv) the Lead Arrangers, (v) the Co-Arranger, (vi) the Global Co-Ordinator, (vii) the Bookrunners, (viii) the
Agent and (ix) the Security Trustee, the Lenders have made available to the Borrowers a facility of (originally) US$355,000,000. 


  

	 (B)
	 By guarantees dated 22 April 2015, as amended from time to time, (the “Guarantees”) and
made by each of the Guarantor Owners and each of the Shareholder Guarantors (together, the “Guarantors”), the Guarantors have guaranteed the obligations of the Borrower under the Loan Agreement, the Master Agreements and the other
Finance Documents. 


  

	 (C)
	 This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from
the Effective Date, at the request of the Security Parties to certain amendments to the Loan Agreement including but not limited to: 


  

	 	 (i)
	 an upsize of the Revolving Credit Facility from $215,000,000 to $310,000,000 and the Newbuilding Facility from
$140,000,000 to $150,000,000; 


  

	 	 (ii)
	 to finance further ships, being the “BRUSSELS” and 4 newbuilding vessels under construction at
HHIC-Phil Inc. with hull no.s P100, P101, P102 and P103 (the “Newbuildings”); 


  

	 	 (iii)
	 to extend the Maturity Date; and 










	 	 (iv)
	 to the consequential amendment of the Loan Agreement, the Guarantees and the other Finance Documents in
connection with those matters. 


  

	 (D)
	 Immediately prior to the effectiveness of the amendments set out in Recitcal (C) the Outgoing Lenders
will transfer their Contribution to the Remaining Lenders as further set out in this Agreement. 


 OPERATIVE PROVISIONS

  

	 1
	 INTERPRETATION 



 

	 1.1
	 Defined expressions 



Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in
this Agreement (including its Recitals) unless the context otherwise requires. 
  

	 1.2
	 Definitions 



In this Agreement, unless the contrary intention appears: 

“Amended and Restated Loan Agreement” means the Loan Agreement as amended and restated by this Agreement in
the form set out in Appendix 1; 
 “Effective Date” means the date falling 3 Business Days after the date on
which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied; and 
 “Loan
Agreement” means the loan agreement dated 28 March 2013, as amended from time to time, referred to in Recital (A); 

“Mortgage Addendum” means, in relation to the Belgian Ships, an addendum to the Mortgages in respect of the
Belgian Ships in the form set out in Appendix 2; 
 “Outgoing Lenders” means each of Danish Ship Finance
(Danmarks Skibskredit A/S), ITF International Transport Finance Suisse AG and DNB Bank ASA; 
 “Remaining
Lenders” means the Lenders other than the Outgoing Lenders; and 
 “Transfer Certificate” means the
completed certificate in the form set out in Appendix 3. 
  

	 1.3
	 Application of construction and interpretation provisions of Loan Agreement



 Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this
Agreement. 
  

	 2
	 AGREEMENT OF THE CREDITOR PARTIES 



 

	 2.1
	 Agreement of the Lenders 



The Lenders agree, subject to and upon the terms and conditions of this Agreement, to the amendment of the Loan Agreement to be
made pursuant to Clause 5 (Amendment and Restatement of Loan Agreement and other Finance Documents). 
  

	 2.2
	 Agreement of the Creditor Parties 



The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of
the Loan Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 (Agreement of the Lenders). 

  
 2 









	 2.3
	 Effective Date 



The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 (Agreement of the Lenders) and 2.2
(Agreement of the Creditor Parties) shall have effect on and from the Effective Date. Upon satisfaction or waiver of the conditions precedent in Clause 3.2 (Conditions precedent) the following shall take place on the Effective Date:

  

	 (a)
	 each Outgoing Lender shall transfer its Contribution to the Remaining Lenders by way of execution of a
Transfer Certificate in the amounts set out below with effect from the Effective Date: 


  

									
	 Outgoing Lender
	  	Revolving
Contribution
($)	  	Newbuilding
Contribution ($)	  	 Amount of Revolving

Contribution ($) to be

transferred and to which

Lender
	  	 Amount of Newbuilding

Contribution ($) to be

transferred to and to which

Lender

	 ITF International Transport Finance Suisse AG
	  	 7,732,771.02
	  	 10,348,004.73
	  	 Nordea Bank Norge ASA: 2,303,443.74

 
 BNP Paribas SA: 960,321.17

 
 ABN Amro Bank N.V.: 931,210.04

 
 Belfius Bank NV/SA: 1,004,161.03

 
 Scotiabank Europe plc: 1,004,161.03

 
 KBC Bank NV: 550,760.11

 
 Skandinaviska Enskilda Banken AB (publ):
407,209.59
  
 Santander Bank, N.A.: 421,938.31

 
 Credit Industriel et Commercial: 149,565.99
	  	 Nordea Bank Norge ASA: 3,082,471.55

 
 BNP Paribas SA: 1,285,103.10

 
 ABN Amro Bank N.V.: 1,246,146.54

 
 Belfius Bank NV/SA: 1,343,769.66

 
 Scotiabank Europe plc: 1,343,769.66

 
 KBC Bank NV: 737,027.93

 
 Skandinaviska Enskilda Banken AB (publ):
544,928.43
  
 Santander Bank, N.A.: 564,638.43

 
 Credit Industriel et Commercial:
200,149.42



  
 3 









									
	 Danish Ship Finance
	  	 7,732,771.02
	  	 10,348,004.73
	  	 Nordea Bank Norge ASA: 2,303,443.74

 
 BNP Paribas SA: 960,321.17

 
 ABN Amro Bank N.V.: 931,210.04

 
 Belfius Bank NV/SA: 1,004,161.03

 
 Scotiabank Europe plc: 1,004,161.03

 
 KBC Bank NV: 550,760.11

 
 Skandinaviska Enskilda Banken AB (publ):
407,209.59
  
 Santander Bank, N.A.: 421,938.31

 
 Credit Industriel et Commercial: 149,565.99
	  	 Nordea Bank Norge ASA: 3,082,471.55

 
 BNP Paribas SA: 1,285,103.10

 
 ABN Amro Bank N.V.: 1,246,146.54

 
 Belfius Bank NV/SA: 1,343,769.66

 
 Scotiabank Europe plc: 1,343,769.66

 
 KBC Bank NV: 737,027.93

 
 Skandinaviska Enskilda Banken AB (publ):
544,928.43
  
 Santander Bank, N.A.: 564,638.43

 
 Credit Industriel et Commercial:
200,149.42

					
	 DNB Bank ASA
	  	 1,229,208.77
	  	 1,644,928.85
	  	 Nordea Bank Norge ASA: 366,157.65

 
 BNP Paribas SA: 152,653.58

 
 ABN Amro Bank N.V.: 148,026.05

 
 Belfius Bank NV/SA: 159,622.41

 
 Scotiabank Europe plc: 159,622.41

 
 KBC Bank NV: 87,549.36

 
 Skandinaviska Enskilda Banken AB (publ): 64,730.43

 
 Santander Bank, N.A.: 67,071.72

 
 Credit Industriel et Commercial: 23,775.16
	  	 Nordea Bank Norge ASA: 489,992.66

 
 BNP Paribas SA: 204,281.23

 
 ABN Amro Bank N.V.: 198,088.66

 
 Belfius Bank NV/SA: 213,606.93

 
 Scotiabank Europe plc: 213,606.93

 
 KBC Bank NV: 117,158.67

 
 Skandinaviska Enskilda Banken AB (publ): 86,622.35

 
 Santander Bank, N.A.: 89,755.47

 
 Credit Industriel et Commercial:
31,815.94


  

	 	 (b)
	 DNB Bank ASA will transfer $30,000,000 of its Contribution to DNB (UK) Ltd; 



 

	 	 (c)
	 the amendment and restatement of the Loan Agreement and the other Finance Documents referred to in Clause 5
(Amendment and Restatement of Loan Agreement and other Finance Documents) shall become effective so that: 


  

	 	 (i)
	 the Revolving Credit Facility shall be increased to $310,000,000; 



 

	 	 (ii)
	 the Newbuilding Facility shall be increased to $150,000,000; 



  
 4 









	 (d)
	 a Revolving Advance shall be drawdown and the funds from such drawdown shall be applied in prepayment of the
Newbuilding Facility in full, it being understood that clauses 8.5 (conditions for voluntary repayments) and 8.13(a) (reborrowing) of the Loan Agreement shall not apply to such prepayment; 



 

	 (e)
	 a Revolving Advance shall be drawdown in respect of m.v. “BRUSSELS”. 



 

	 3
	 CONDITIONS PRECEDENT 



 

	 3.1
	 General 



The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 (Agreement of the Lenders) and 2.2
(Agreement of the Creditor Parties) is subject to the fulfilment of the conditions precedent in Clause 3.2 (Conditions precedent). 
  

	 3.2
	 Conditions precedent 



The conditions referred to in Clause 3.1 (General) are that the Agent shall have received the following documents and
evidence in all respects in form and substance satisfactory to the Agent and its lawyers on: 
  

	 (a)
	 for each of the Borrower, the Guarantor Owners and the Shareholder Owners, documents of the kind specified in
Schedule 4, Part A, paragraphs 2, 3 and 4 of the Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and each Mortgage Addendum; 



 

	 (b)
	 a duly executed original of this Agreement duly executed by the parties to it; 



 

	 (c)
	 a duly executed original of each Transfer Certificate in respect of each Outgoing Lender’s Contribution
duly executed by the parties to it; 


  

	 (d)
	 a duly executed original of each Mortgage Addendum; 



 

	 (e)
	 a copy of the shipbuilding contracts for each of the Newbuildings; 



 

	 (f)
	 documentary evidence that each Mortgage Addendum has been duly recorded against the relevant Ship as a valid
addendum to the Mortgage according to the laws of Belgium; 


  

	 (g)
	 evidence that all fees to be paid in connection with this Agreement and the Loan Agreement, as amended and
restated by this Agreement, have been or will be paid on or before the Effective Date; 


  

	 (h)
	 evidence that the provisions of clause 9.1(g) of the Loan Agreement, as amended and restated by this Agreement
and updated with appropriate modifications to refer to this Agreement, are complied with both as at the date of this Agreement and the Effective Date; 


  

	 (i)
	 favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Belgium,
Hong Kong, Marshall Islands and England; and 


  

	 (j)
	 any further opinions, consents, agreements and documents in connection with this Agreement and the Finance
Documents which the Agent may reasonably request. 


  

	 4
	 REPRESENTATIONS AND WARRANTIES 



 

	 4.1
	 Repetition of Loan Agreement representations and warranties 



Each Borrower represents and warrants to the Creditor Parties that the representations and warranties in clause 10 of the Loan
Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, each Mortgage Addendum, remain true and not misleading if repeated on the date of this Agreement with
reference to the circumstances now existing. 

  
 5 









	 4.2
	 Repetition of Finance Document representations and warranties 



Each Borrower and each of the other Security Parties represents and warrants to the Creditor Parties that the representations
and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, each Mortgage
Addendum, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing. 
  

	 5
	 AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 



 

	 5.1
	 Specific amendments to Loan Agreement 



With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended
and restated in the form of the Amended and Restated Loan Agreement; and, as so amended and restated, the Loan Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated. 

 

	 5.2
	 Specific amendments to Agency and Trust Deed 



With effect on and from the Effective Date, the Agency and Trust Deed shall be, and shall be deemed by this Agreement to be
amended by inserting the following as a new clause 5.4(f): 
 “(f) The Agent shall resign in accordance with this Clause
5.4 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance
Documents, either: 
  

	 	 (i)
	 the Agent fails to respond to a request under Clause 22.8 (FATCA Information) of the Loan Agreement and a
Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 


  

	 	 (ii)
	 the information supplied by the Agent pursuant to Clause 22.8 (FATCA Information) of the Loan Agreement
indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or 


  

	 	 (iii)
	 the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA
Exempt Party on or after that FATCA Application Date; 


 and (in each case) a Lender reasonably believes
that a party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.” 

 

	 5.3
	 Specific amendments to Guarantees 



With effect on and from the Effective Date, the Guarantees shall be, and shall be deemed by this Agreement to be amended as
follows: 
  

	 (a)
	 by inserting the following as a new clause 10.21 in the Guarantees provided by the Guarantor Owners, as a new
clause 10.16 in the Guarantee provided by Teekay and as a new clause 10.17 in the Guarantee provided by Exmar NV: 



  
 6 








 “Sanctions 

 

	 	 (a)
	 The Guarantor, and its respective directors, officers, employees, or (when acting in its capacity as agent for
the Guarantor) agents, has been and is in compliance with Sanctions Laws; 


  

	 	 (b)
	 Neither the Guarantor, nor any of their respective directors, officers, employees, or (when acting in its
capacity as agent for the Guarantor) agents: 


  

	 	 (i)
	 is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted
Party; or 


  

	 	 (ii)
	 is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with
respect to Sanctions Laws.” 


  

	 (b)
	 by deleting clause 11.21 in the Guarantees provided by the Guarantor Owners and clause 11.19 in the Guarantees
provided by the Shareholder Owners and replacing them with the following: 


 “Sanctions

  

	 	 (a)
	 No proceeds of a Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted
Party nor to fund any activities or business in the country or territory that at the time of such funding is a Sanctioned Country, nor shall they otherwise be applied in a manner or for a purpose prohibited by Sanctions Laws. 



 

	 	 (b)
	 The Guarantor shall supply to the Agent: 



 

	 	 (i)
	 promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or
investigation pursuant to Sanctions Laws against any Obligor, any of their direct or indirect owners, any of their respective directors, officers, employees, or (when acting in its capacity as agent for any Obligor) agents, as well as information on
what steps are being taken with regards to answer or oppose such; and 


  

	 	 (ii)
	 promptly upon becoming aware that an Obligor or any of their respective directors, officers, employees, or
(when acting in its capacity as agent for any Obligor) agents has become or is likely to become a Restricted Party. 


  

	 	 (c)
	 The Guarantor shall ensure that no Obligor, nor any of their Affiliates, respective directors, officers,
employees, agents or representatives or any other persons acting on any of their behalf, is or will become a Restricted Party. 


  

	 5.4
	 Amendments to Finance Documents 



With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement and the Mortgages which
are amended and supplemented by the relevant Mortgage Addendum, shall be, and shall be deemed by this Agreement to be, amended as follows: 
  

	 (a)
	 the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of
the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and restated or supplemented by this Agreement; 



 

	 (b)
	 the definition of, and references throughout each of the Finance Documents to, the Mortgages shall be
construed as if the same referred to the Mortgages as amended and supplemented by the relevant Mortgage Addendum; and 



  
 7 









	 (c)
	 by construing references throughout each of the Finance Documents to “this Agreement”, “this
Deed”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement. 


  


	 5.5
	 Finance Documents to remain in full force and effect 



The Finance Documents other than the Loan Agreement shall remain in full force and effect as amended by: 

 

	 (a)
	 the amendments contained or referred to in Clause 5.3 (Specific amendments to Guarantees) and each
Mortgage Addendum; and 


  

	 (b)
	 such further or consequential modifications as may be necessary to give full effect to the terms of this
Agreement. 


  

	 5.6
	 Guarantee confirmation 



For the avoidance of doubt, each Guarantor hereby confirms that the Guarantee issued by it remains in full force and effect in
respect of the obligations of the Borrower under the Loan Agreement and the other Finance Documents and Master Agreements, as such Loan Agreement and Finance Documents are amended, restated and upsized in accordance with the terms of this Agreement.

  

	 6
	 FURTHER ASSURANCES 



 

	 6.1
	 Borrower’s and each Security Party’s obligation to execute further documents etc.



 The Borrower and each Security Party shall: 

 

	 (a)
	 execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney,
proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify; 


  

	 (b)
	 effect any registration or notarisation, give any notice or take any other step; 



which the Security Trustee may, by notice to the Borrower or that Security Party, specify for any of the purposes described in
Clause 6 (Further Assurances) or for any similar or related purpose. 
  

	 6.2
	 Purposes of further assurances 



Those purposes are: 
  

	 (a)
	 validly and effectively to create any Security Interest or right of any kind which the Lender intended should
be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and restated or supplemented by this Agreement, or by the relevant Mortgage Addendum; and 



 

	 (b)
	 implementing the terms and provisions of this Agreement. 



 

	 6.3
	 Terms of further assurances 



The Security Trustee may specify the terms of any document to be executed by the Borrower or any Security Party under
Clause 6.1 (Borrower’s and each Security Party’s obligation to execute further documents etc.), and those terms may include any covenants, powers and provisions which the Security Trustee considers appropriate to protect its
interests. 

  
 8 









	 6.4
	 Obligation to comply with notice 



The Borrower or any Security Party shall comply with a notice under Clause 6.1 (Borrower’s and each Security
Party’s obligation to execute further documents etc.) by the date specified in the notice. 
  

	 6.5
	 Additional corporate action 



At the same time as the Borrower or any Security Party delivers to the Security Trustee any document executed under Clause
6.1(a), the Borrower or any Security Party shall also deliver to the Security Trustee a certificate signed by an officer of the Borrower or that Security Party which shall: 
  

	 (a)
	 set out the text of a resolution of the Borrower or that Security Party’s directors or members, as the
case may be, specifically authorising the execution of the document specified by the Security Trustee; and 


  

	 (b)
	 state that either the resolution was duly passed at a meeting of the directors or member, as the case may be,
validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower’s or that Security Party’s articles
of association or other constitutional documents. 


  

	 7
	 FEES AND EXPENSES 



 

	 7.1
	 Fees and expenses 



The provisions of clause 20 (fees and expenses) of the Loan Agreement, as amended and restated by this Agreement,
shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications provided that nothing confirmed herein or therein shall be construed to obligate the Security Parties to pay
any fees which have already been paid. 
  

	 8
	 COMMUNICATIONS 



 

	 8.1
	 General 



The provisions of clause 28 (notices) of the Loan Agreement, as amended and restated by this Agreement, shall
apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications. 
  

	 9
	 SUPPLEMENTAL 



 

	 9.1
	 Counterparts 



This Agreement may be executed in any number of counterparts. 

 

	 9.2
	 Third party rights 



A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
to enjoy the benefit of any term of this Agreement. 
  

	 10
	 LAW AND JURISDICTION 



 

	 10.1
	 Governing law 



This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed
in accordance with English law. 

  
 9 









	 10.2
	 Incorporation of the Loan Agreement provisions 



The provisions of clause 30 (law and jurisdiction) of the Loan Agreement, as amended and restated by this
Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications. 

This Agreement has been duly executed as a deed on the date stated at the beginning of this Agreement. 

  
 10 








 SCHEDULE 1 

LENDERS 
  

			
	 Lender
	  	 Lending Office

		
	 ABN AMRO Bank N.V.
	  	 Coolsingel 93

3012 AE Rotterdam
 The
Netherlands

		
	 Belfius Bank NV/SA
	  	 Pachecolaan 44

1000 Brussels

Belgium

		
	 BNP Paribas SA
	  	 16 Boulevard des Italiens

75009 Paris
 France

		
	 Crédit Industriel et Commercial
	  	 4 rue Gaillon

75002 Paris
 France

		
	 Danish Ship Finance (Danmarks Skibskredit A/S)
	  	 Sankt Annae Plads 3

1250 Copenhagen K

Denmark

		
	 DNB Bank ASA
	  	 8th Floor

The Walbrook Building
 London EC4N
8AF

		
	 ITF International Transport Finance Suisse AG
	  	 Wasserwerkstrasse 12 CH-8006 Zurich

Switzerland

		
	 KBC Bank NV
	  	 Eiermarkt 20

2000 Antwerpen

Belgium

		
	 Nordea Bank Norge ASA
	  	 Middelthunsgate 17

P.O. Box 1166, Sentrum
 0107
Oslo
 Norway

		
	 Scotiabank Europe plc.
	  	 201 Bishopsgate

6th Floor, London

EC2M 3NS

		
	 Skandinaviska Enskilda Banken AB (publ)
	  	 SE-106 40 Stockholm

Sweden



  
 11 









			
	 Lender
	  	 Lending Office

		
	 Santander Bank, N.A. (previously Sovereign Bank, N.A.)
	  	 75 State Street Boston

MA 02109, USA



  
 12 








 SCHEDULE 2 

SWAP BANKS 
  

			
	 SWAP BANK
	  	 BOOKING OFFICE

		
	 ABN AMRO Bank N.V.
	  	 Gustav Mahlerlaan 10

1082PP Amsterdam
 The
Netherlands

		
	 Belfius Bank NV/SA
	  	 Pachecolaan 44

1000 Brussels

Belgium

		
	 DNB Bank ASA, London Branch
	  	 8th Floor

The Walbrook Building
 London EC4N
8AF

		
	 Nordea Bank Finland Plc
	  	 Aleksanterinkatu 36

FIN-00020 NORDEA
 00100
Helsinki
 Finland

		
	 Skandinaviska Enskilda Banken AB (publ)
	  	 SE-106 40 Stockholm

Sweden



  
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 EXECUTION PAGES 

 

 BORROWER 

EXECUTED as a DEED 

by EXMAR LPG BVBA 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of: 

GUARANTOR OWNERS 

SIGNED, SEALED and DELIVERED 

as a DEED 
 by EXMAR GAS
SHIPPING LIMITED 
 acting by 

its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by EXMAR SHIPPING BVBA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

SHAREHOLDER GUARANTORS 

EXECUTED as a DEED 

by EXMAR NV 
 acting by

 its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by TEEKAY LNG PARTNERS L.P. 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

 



  
 ) Patrick De Brabandere

 ) 
 ) 

) 
 ) Ewa Kurlanda, Legal Counsel

  
  

) Patrick De Brabandere 
 ) 

) 
 ) 

) 
 ) Ewa Kurlanda, Legal Counsel

 ) Miguel De Potter 
 ) 

) 
 ) 

) Ewa Kurlanda, Legal Counsel 
  

 
 ) Patrick De Brabandere 

) 
 ) 

) 
 ) Ewa Kurlanda, Legal Counsel

 ) 
 ) 

) 
 ) 

) Stacy Grant 

 


  
 14 









 LENDERS 

EXECUTED as a DEED 

by 
 ABN AMRO BANK N.V.

 acting by 
 its duly
authorised signatories 
 in the presence of: 

EXECUTED as a DEED 

by BELFIUS BANK NV/SA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by BNP PARIBAS SA 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by CREDIT INDUSTRIEL ET 

COMMERCIAL 
 acting by 

its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by DANISH SHIP FINANCE 

(DANSMARK SKIBSKREDIT A/S) 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

 



  
  

) Emily Kind, Attorney-in-fact 
 )

 ) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor 

) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor


 


  
 15 









 EXECUTED as a DEED 

by DNB BANK ASA 
 acting by

 its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by ITF FINANCIAL TRANSPORT 

FINANCE SUISSE 
 acting by

 its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by NORDEA BANK NORGE ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by SCOTIABANK EUROPE PLC 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by SKANDINAVISKA ENSKILDA 

BANKEN AB (publ) 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of:



 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor 

) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor


 


  
 16 









 EXECUTED as a DEED 

by SANTANDER BANK, N.A. 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

OUTGOING LENDERS 

EXECUTED as a DEED 

by DANISH SHIP FINANCE 

(DANMARKS SKIBSKREDIT A/S) 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by ITF INTERNATIONAL TRANSPORT 

FINANCE SUISSE AG 

BANKEN AB (publ) 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by DNB BANK ASA 
 acting by

 its duly authorised 

attorney-in-fact in the presence of: 

SWAP BANKS 
 EXECUTED
as a DEED 
 byABN AMRO BANK N.V 

acting by 
 its duly authorised

 attorney-in-fact in the presence of:



 ) Deanne Horn, Senior Vice President 

) 
 ) 

) 
 ) Angela Rabanal, Assistant
Vice President 
  
  

) Emily Kind, Attorney-in-fact 
 )

 ) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 

 


  
 17 









			
	 EXECUTED as a DEED
	  	 ) Emily Kind, Attorney-in-fact

	 by BELFIUS BANK NV/SA
	  	 )

	 acting by
	  	 )

	 its duly authorised
	  	 )

	 attorney-in-fact in the presence of:
	  	 ) Joanna Holden, Trainee Solicitor

		
	 EXECUTED as a DEED
	  	 ) Emily Kind, Attorney-in-fact

	 by DNB BANK ASA, LONDON BRANCH
	  	 )

	 acting by
	  	 )

	 its duly authorised
	  	 )

	 attorney-in-fact in the presence of:
	  	 ) Joanna Holden, Trainee Solicitor

		
	 EXECUTED as a DEED
	  	 ) Emily Kind, Attorney-in-fact

	 by NORDEA BANK FINLAND PLC
	  	 )

	 acting by
	  	 )

	 its duly authorised
	  	 )

	 attorney-in-fact in the presence of:
	  	 ) Joanna Holden, Trainee Solicitor

		
	 EXECUTED as a DEED
	  	 ) Emily Kind, Attorney-in-fact

	 by SKANDINAVISKA ENSKILDA
	  	 )

	 BANKEN AB (publ)
	  	 )

	 acting by
	  	 )

	 its duly authorised signatories
	  	 )

	 in the presence of:
	  	 ) Joanna Holden, Trainee Solicitor

		
	 LEAD ARRANGERS
	  	
		
	 EXECUTED as a DEED
	  	 ) Emily Kind, Attorney-in-fact

	 by ABN AMRO BANK N.V.
	  	 )

	 acting by
	  	 )

	 its duly authorised
	  	 )

	 attorney-in-fact in the presence of:
	  	 ) Joanna Holden, Trainee Solicitor



  
 18 









 EXECUTED as a DEED 

by BNP PARIBAS SA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by DNB BANK ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by NORDEA BANK NORGE ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by SKANDINAVISKA ENSKILDA 

BANKEN AB (publ) 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of: 

CO- ARRANGERS 

EXECUTED as a DEED 

by DANISH SHIP FINANCE 

(DANMARKS SKIBSKREDIT A/S) 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by ITF INTERNATIONAL TRANSPORT 

FINANCE SUISSE AG 
 acting
by 
 its duly authorised 

attorney-in-fact in the presence of:



 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor 
  

 
 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor 
  

) Emily Kind, Attorney-in-fact 
 )

 ) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 

 


  
 19 









 EXECUTED as a DEED 

by KBC BANK NV 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

GLOBAL CO-ORDINATOR 

EXECUTED as a DEED 

by NORDEA BANK NORGE ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

BOOKRUNNERS 
 EXECUTED
as a DEED 
 by NORDEA BANK NORGE ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

EXECUTED as a DEED 

by DNB BANK ASA 

acting by 
 its duly authorised

 attorney-in-fact in the presence of: 

AGENT 
 EXECUTED
as a DEED 
 by NORDEA BANK NORGE ASA 

acting by 
 its duly authorised
signatories 
 in the presence of:



 ) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
  
  
  

) Emily Kind, Attorney-in-fact 
 )

 ) 
 ) 

) Joanna Holden, Trainee Solicitor 
  

 
  
 )
Emily Kind, Attorney-in-fact 
 ) 

) 
 ) 

) Joanna Holden, Trainee Solicitor 

) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 
  
  

) Emily Kind, Attorney-in-fact 

) 
 ) 

) 
 ) Joanna Holden, Trainee
Solicitor 

 


  
 20 








 SECURITY TRUSTEE 
  

			
	EXECUTED as a DEED	  	) Emily Kind, Attorney-in-fact
	by NORDEA BANK NORGE ASA	  	)
	acting by	  	)
	its duly authorised signatories	  	)
	in the presence of:	  	) Joanna Holden, Trainee Solicitor


  
 21 








 APPENDIX 1 

FORM OF AMENDED AND RESTATED LOAN AGREEMENT 

  
 22 








 APPENDIX 2 

FORM OF MORTGAGE ADDENDUM 

  
 23 








 APPENDIX 3 

FORM OF TRANSFER CERTIFICATE 

  
 24