Teekay LNG exhibit - "4.16 Agreement, dated August 23, 2006, for a U.S. $330,000,000
      Secured Reducing Revolving Loan Facility Agreement between Teekay LNG Partners
      L.P. and ING Bank N.V."


    LOAN
      FACILITY AGREEMENT

     

    Dated:
                                                      2006

     

    BETWEEN:-
      

     

    
      	
              (1)

            	
              TEEKAY
                LNG PARTNERS L.P. a
                limited partnership formed and existing under the laws of the Republic
                of
                the Marshall Islands with its registered office at c/o Trust Company
                Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
                MH96960
                (the "Borrower");
                and 

            


    

     

    
      	
              (2)

            	
              the
                banks and financial institutions listed in Schedule 1, each acting
                through
                its office at the address indicated against its name in Schedule
                1
                (together "the
                Banks"
                and each a "Bank");
                and 

            


    

     

    
      	
              (3)

            	
              ING
                BANK N.V. acting
                as arranger (in that capacity the "Arranger");
                and

            


    

     

    
      	
              (4)

            	
              ING
                BANK N.V. acting
                as administrative agent and security trustee through its office at
                60
                London Wall, London EC2M 5TQ (in that capacity the "Agent").

            


    

     

    WHEREAS:-

     

    Each
      of
      the Banks has agreed to
      advance
      to the Borrower its respective Commitment of an aggregate principal amount
      not
      exceeding three hundred and thirty million Dollars ($330,000,000) to refinance
      the Existing Indebtedness and thereafter for the general corporate purposes
      of
      the Borrower Group on the terms and conditions herein set forth. 

     

    IT IS AGREED
      as
      follows:-

     

    
      	1  	
              Definitions
                and Interpretation

            


    

     

    1.1 Definitions

     

    In
      this
      Agreement:-

     

    
      	 	
              1.1.1

            	
              "Administration"
                has the meaning given to it in paragraph 1.1.3 of the ISM
                Code.

            


    

     

    
      	 	
              1.1.2

            	
              the
                "Advance
                Date",
                in relation to any Drawing, means the date on which that Drawing
                is
                advanced by the Banks to the Borrower pursuant to
                Clause 2.

            


    

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        1

        
          

          
            

          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.3

            	
              "Assignments"
                means the first priority assignments of each of the Vessels' Earnings,
                Insurance, Requisition Compensation and Charter Rights referred to
                in
                clause 8.1.4.

            


    

     

    
      	 	
              1.1.4

            	
              "Approved
                Brokers"
                means H. Clarkson & Co. Ltd, Simpson Spence & Young Shipbrokers
                Ltd, Compass Maritime Services LLC, Fearnley AS, R. S. Platou AS
                and P.F.
                Bassoe AS.

            


    

     

    
      	 	
              1.1.5

            	
              "Borrower's Accounts"
                means the consolidated financial accounts of the Borrower to be provided
                to the Agent pursuant to Clause 10.2.18 of this
                Agreement.

            


    

     

    
      	 	
              1.1.6

            	
              "Borrower Group"
                means, from time to time, the Borrower, the Guarantors and each of
                their
                respective Subsidiaries.

            


    

     

    
      	 	
              1.1.7

            	
              "the
                Borrower's Obligations"
                means all of the liabilities and obligations of the Borrower to the
                Finance Parties under or pursuant to the Borrower's Security Documents,
                whether actual or contingent, present or future, and whether incurred
                alone or jointly or jointly and severally with any other and in whatever
                currency, including (without limitation) interest, commission and
                all
                other charges and expenses.

            


    

     

    
      	 	
              1.1.8

            	
              "the
                Borrower's Security Documents"
                means those of the Security Documents to which the Borrower is or
                is to be
                a party.

            


    

     

    
      	 	
              1.1.9

            	
              "Break
                Costs"
                means all documented costs, losses, premiums or penalties incurred
                by any
                of the Finance Parties in the circumstances contemplated by Clause
                17.4 or
                as a result of any of them receiving any prepayment of all or any
                part of
                the Facility (whether pursuant to Clauses 5.2 and 5.3 or otherwise)
                or any
                other payment under or in relation to the Security Documents on a
                day
                other than the due date for payment of the sum in question, and includes
                (without limitation) any losses or costs incurred in liquidating
                or
                re-employing deposits from third parties acquired to effect or maintain
                the Facility, and any liabilities, expenses or losses incurred by
                any of
                the Finance Parties in terminating or reversing, or otherwise in
                connection with, any interest rate and/or currency swap, transaction
                or
                arrangement entered into by any of the Finance Parties with any member
                of
                the Borrower Group to hedge any exposure arising under this Agreement,
                or
                in terminating or reversing, or otherwise in connection with, any
                open
                position arising under this
                Agreement.

            


    

     

     

     

     

     

     

     

     

    
      
        
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        2

        
          

           

             

          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.10

            	
              "Business
                Day"
                means a day on which banks are open for the transaction of business
                of the
                nature contemplated by this Agreement (and not authorised by law
                to close)
                in New York City, United States of America; London, England; Madrid,
                Spain
                and any other financial centre which the Agent may reasonably consider
                appropriate for the operation of the provisions of this Agreement.
                

            


    

     

    
      	 	
              1.1.11

            	
              "Change
                of Control"
                means that 

            


    

     

    
      	 	 	
              (i)

            	
              Teekay
                Shipping Corporation ceases to own (directly or indirectly) a majority
                of
                the limited liability company interests in the General Partner;
                or

            


    

     

    
      	 	 	
              (ii)

            	
              the
                Corporate Guarantor ceases to own (directly or indirectly) a majority
                of
                the shares in the Owners; or

            


    

     

    
      	 	 	
              (iii)

            	
              the
                Borrower ceases to own (directly or indirectly) a majority of the
                shares
                in the Corporate Guarantor.

            


    

     

    
      	 	
              1.1.12

            	
              "Charters"
                means the charterparty for Vessel A dated 22 February 2001 and made
                between the relevant Owner and Charterer A and the charterparty for
                Vessel
                B dated 28 June 2001 made between the relevant Owner and Union Fenosa,
                S.A. (formerly Union Electrica Fenosa, S.A.) as assigned by Union
                Fenosa,
                S.A. to Charterer B (each a "Charter")
                as each has been and may be supplemented and amended from time to
                time.

            


    

     

    
      	 	
              1.1.13

            	
              "Charterers"
                means Charterer A and Charterer B (each a "Charterer").

            


    

     

    
      	 	
              1.1.14

            	
              "Charterer
                A"
                means Repsol YPF Trading Y Transporte
                S.A.

            


    

     

    
      	 	
              1.1.15

            	
              "Charterer
                B"
                means Union Fenosa Gas, S.A.

            


    

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        3

        
          

        

      

      
         

           

        

      

       

    

    
      	 	
              1.1.16

            	
              "Charter
                Rights",
                in relation to a Vessel, means all rights and benefits accruing to
                the
                Owner of that Vessel under or pursuant to the relevant Charter and
                not
                forming part of the Earnings.

            


    

     

    
      	 	
              1.1.17

            	
              "Commitment"
                means, in relation to each Bank, the amount of the Facility which
                that
                Bank agrees to advance to the Borrower as its several liability as
                indicated against the name of that Bank in Schedule 1 Part I and
                Schedule 1 Part II, as reduced from time to time in accordance with
                Clause
                2.4, or, where the context permits, the amount of the Facility advanced
                by
                that Bank and remaining
                outstanding.

            


    

     

    
      	 	
              1.1.18

            	
              "Commitment
                Commission"
                means the commitment commission to be paid by the Borrower to the
                Agent on
                behalf of the Banks pursuant to Clause
                7.

            


    

     

    
      	 	
              1.1.19

            	
              "Commitment
                Termination Date"
                means the date falling one month prior to the Termination
                Date.

            


    

     

    
      	 	
              1.1.20

            	
              a
                "Communication"
                means any notice, approval, demand, request or other communication
                from
                one party to this Agreement to any other party to this
                Agreement.

            


    

     

    
      	 	
              1.1.21

            	
              "the
                Communications Address"
                means c/o Teekay Shipping (Canada) Ltd, Suite
                2000, Bentall 5, 550 Burrard Street, Vancouver, B.C., Canada V6C
                2K2,
                fax no: +1 604 681 3011 marked for the attention of Vice President,
                Finance.

            


    

     

    
      	 	
              1.1.22

            	
              "Company"
                means at any given time the company responsible for a Vessel's compliance
                with (i) the ISM Code under paragraph 1.1.2 of the ISM Code and or
                (ii)
                the ISPS Code (as the case may be).

            


    

     

    
      	 	
              1.1.23

            	
              "Confirmation"
                means a confirmation exchange or deemed exchanged between a Future
                Swap
                Provider and the Borrower as contemplated by a Master
                Agreement.

            


    

     

    
      	 	
              1.1.24

            	
              "Corporate
                Guarantor"
                means Teekay Shipping Spain, S.L.

            


    

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.25

            	
              "Corporate
                Guarantee"
                means the guarantee and indemnity of the Corporate Guarantor in respect
                of
                the Borrower's Obligations referred to in clause
                8.1.2.

            


    

     

    
      	 	
              1.1.26

            	
              "Currency
                of Account"
                means, in relation to any payment to be made to a Finance Party pursuant
                to any of the Security Documents, the currency in which that payment
                is
                required to be made by the terms of the relevant Security Document.
                

            


    

     

    
      	 	
              1.1.27

            	
              "Default
                Rate"
                means the rate which is the aggregate of LIBOR, any Mandatory Cost,
                the
                Margin and one point five per centum (1.5%) per
                annum.

            


    

     

    
      	 	
              1.1.28

            	
              "Distribution
                Drawing"
                means a Drawing used or intended to be used by the Borrower to fund
                cash
                distributions to its general partner and limited
                partners.

            


    

     

    
      	 	
              1.1.29

            	
              "DOC"
                means in relation to the ISM Company, a valid Document of Compliance
                issued for the ISM Company by the Administration under paragraph
                13.2 of
                the ISM Code.

            


    

     

    
      	 	
              1.1.30

            	
              "Dollars"
                "US$"
                and "$"
                each means available and freely transferable and convertible funds
                in
                lawful currency of the United States of
                America.

            


    

     

    
      	 	
              1.1.31

            	
              "Drawdown
                Notice"
                means a notice complying with Clause 2.3 in the form set out in Schedule
                5.

            


    

     

    
      	 	
              1.1.32

            	
              "Drawing"
                means a part (or, if requested and available, all) of the Facility
                advanced by the Banks to the Borrower in accordance with Clause 2,
                and
                which shall be designated either a General Revolving Drawing or a
                Distribution Drawing.

            


    

     

    
      	 	
              1.1.33

            	
              "Earnings",
                in relation to a Vessel, means all hires including (without limitation)
                all time charter hire and bareboat charter hire, freights, pool income
                and
                other sums payable to or for the account of the Owner in respect
                of that
                Vessel including (without limitation) all remuneration for salvage
                and
                towage services, demurrage and detention moneys, contributions in
                general
                average, compensation in respect of any requisition for hire and
                damages
                and other payments (whether awarded by any court or arbitral tribunal
                or
                by agreement or otherwise) for breach, termination or variation of
                any
                contract for the operation, employment or use of that
                Vessel.

            


    

     

     

     

     

     

     

    
      
        
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        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.34

            	
              "Earnings
                Account"
                means a bank account to be opened (in the event that an Event of
                Default
                has occurred) in the joint names of the Owners with the Earnings
                Account
                Holder .

            


    

     

    
      	 	
              1.1.35

            	
              "Earnings
                Account Holder"
                means the bank or financial institution which (following the occurrence
                of
                an Event of Default) at any time, with the Agent's prior written
                consent,
                holds the Earnings Account.

            


    

     

    
      	 	
              1.1.36

            	
              "Encumbrance"
                means any mortgage, charge, pledge, lien, assignment, hypothecation,
                preferential right, option, title retention or trust arrangement
                or any
                other agreement or arrangement which, in any of the aforementioned
                instances, has the effect of creating
                security.

            


    

     

    
      	 	
              1.1.37

            	
              "Environmental
                Affiliate"
                means an agent or employee of an Owner or a person in a contractual
                relationship with an Owner in respect of the Vessel owned by it (including
                without limitation, the operation of or the carriage of cargo of
                such
                Vessel).

            


    

     

    
      	 	
              1.1.38

            	
              "Environmental
                Approvals"
                means any present or future permit, licence, approval, ruling, variance,
                exemption or other authorisation required under the applicable
                Environmental Laws.

            


    

     

    
      	 	
              1.1.39

            	
              "Environmental
                Claim"
                means any and all enforcement, clean-up, removal, administrative,
                governmental, regulatory or judicial actions, orders, demands or
                investigations instituted or completed pursuant to any Environmental
                Laws
                or Environmental Approvals together with any claims made by any third
                person relating to damage, contribution, loss or injury resulting
                from any
                Environmental Incident.

            


    

     

    
      	 	
              1.1.40

            	
              "Environmental
                Incident"
                means:

            


    

     

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              any
                release of Environmentally Sensitive Material from a Vessel;
                or

            


    

     

    
      	 	
              (b)

            	
              any
                incident in which Environmentally Sensitive Material is released
                from a
                vessel other than a Vessel and which involves a collision between
                a Vessel
                and such other vessel or some other incident of navigation or operation,
                in either case, in connection with which the relevant Vessel is actually
                or potentially liable to be arrested, attached, detained or injuncted
                and/or where any guarantor, any manager (or any sub-manager of such
                Vessel) or any of its officers, employees or other persons retained
                or
                instructed by it (or such sub-manager) are at fault or allegedly
                at fault
                or otherwise liable to any legal or administrative action;
                or

            


    

     

    
      	 	
              (c)

            	
              any
                other incident in which Environmentally Sensitive Material is released
                otherwise than from such Vessel and in connection with which that
                Vessel
                is actually or potentially liable to be arrested and/or where any
                guarantor, any manager (or any sub-manager of the relevant Vessel)
                or any
                of its officers, employees or other persons retained or instructed
                by it
                (or such sub-manager) are at fault or allegedly at fault or otherwise
                liable to any legal or administrative
                action.

            


    

     

    
      	 	
              1.1.41

            	
              "Environmental
                Laws"
                means all present and future laws, regulations, treaties and conventions
                of any applicable jurisdiction
                which:

            


    

     

    
      	 	
              (a)

            	
              have
                as a purpose or effect the protection of, and/or prevention of harm
                or
                damage to, the environment;

            


    

     

    
      	 	
              (b)

            	
              relate
                to the carriage of Environmentally Sensitive Material or to actual
                or
                threatened releases of Environmentally Sensitive
                Material;

            


    

     

    
      	 	
              (c)

            	
              provide
                remedies or compensation for harm or damage to the environment;
                or

            


    

     

    
      	 	
              (d)

            	
              relate
                to Environmentally Sensitive Materials or health or safety
                matters.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
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        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.42

            	
              "Environmentally
                Sensitive Material"
                means (i) oil and oil products and (ii) any other waste, pollutant,
                contaminant or other substance (including any liquid, solid, gas,
                ion,
                living organism or noise) that may be harmful to human health or
                other
                life or the environment or a nuisance to any person or that may make
                the
                enjoyment, ownership or other territorial control of any affected
                land,
                property or waters more costly for such person to a material
                degree.

            


    

     

    
      	 	
              1.1.43

            	
              "Event
                of Default"
                means any of the events set out in
                Clause 12.2.

            


    

     

    
      	 	
              1.1.44

            	
              "Execution
                Date"
                means the date on which this Agreement is executed by each of the
                parties
                hereto.

            


    

     

    
      	 	
              1.1.45

            	
              "Existing
                Indebtedness"
                means the Financial Indebtedness owed by Naviera Teekay Gas S.L.
                under the
                terms of a syndicated credit agreement dated 22 February 2001 entered
                into
                with J.P. Morgan Europe Limited as agent for a syndicate of lenders
                in
                respect of Vessel A.

            


    

     

    
      	 	
              1.1.46

            	
              "Facility"
                means the reducing revolving credit facility made available by the
                Banks
                to the Borrower pursuant to this
                Agreement.

            


    

     

    
      	 	
              1.1.47

            	
              "the
                Facility Outstandings"
                at any time means the total of all Drawings made at that time, to
                the
                extent not reduced by repayments, prepayments or voluntary
                reductions.

            


    

     

    
      	 	
              1.1.48

            	
              "the
                Facility Period"
                means the period beginning on the Execution Date and ending on the
                date
                when the whole of the Indebtedness has been repaid in full and the
                Borrower has ceased to be under any further actual or contingent
                liability
                to the Finance Parties under or in connection with the Security
                Documents.

            


    

     

    
      	 	
              1.1.49

            	
              "Fee
                Letter"
                means a letter or letters from the Agent to the Borrower setting
                out
                certain fees payable to the Agent in connection with the
                Facility.

            


    

     

    
      	 	
              1.1.50

            	
              "the
                Finance Parties"
                means the Banks, the Arranger, the Agent and any Future Swap
                Provider.

            


    

     

     

     

    
      
        
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              1.1.51

            	
              "Financial
                Indebtedness"
                means any indebtedness of any person for or in respect
                of:

            


    

     

    
      	 	
              (a)

            	
              moneys
                borrowed or raised;

            


    

     

    
      	 	
              (b)

            	
              amounts
                raised under any acceptance credit
                facility;

            


    

     

    
      	 	
              (c)

            	
              amounts
                raised pursuant to any note purchase facility or the issue of bonds,
                notes, debentures, loan stock or similar
                instruments;

            


    

     

    
      	 	
              (d)

            	
              amounts
                raised pursuant to any issue of shares of the relevant person which
                are
                expressed to be redeemable;

            


    

     

    
      	 	
              (e)

            	
              the
                amount of any liability in respect of leases or hire purchase contracts
                which would, in accordance with GAAP, be treated as finance or capital
                leases;

            


    

     

    
      	 	
              (f)

            	
              the
                amount of any liability in respect of any purchase price for assets
                or
                services, the payment of which is deferred for a period in excess
                of one
                hundred and eighty (180) days;

            


    

     

    
      	 	
              (g)

            	
              all
                reimbursement obligations whether contingent or not in respect of
                amounts
                paid under a letter of credit or similar
                instrument;

            


    

     

    
      	 	
              (h)

            	
              all
                interest rate, currency swap and similar agreements obliging the
                making of
                payments, whether periodically or upon the happening of a contingency
                (and
                the value of such indebtedness shall be the mark-to-market valuation
                of
                such transaction at the relevant
                time);

            


    

     

    
      	 	
              (i)

            	
              amounts
                raised under any other transaction (including, without limitation,
                any
                forward sale or purchase agreement) having the commercial effect
                of a
                borrowing; and

            


    

     

    
      	 	
              (j)

            	
              any
                guarantee of indebtedness falling within paragraphs (a) to (i)
                above.

            


    

     

    
      	 	
              1.1.52

            	
              "First
                Reduction Date"
                means the date falling six (6) calendar months after the Execution
                Date.

            


    

     

     

     

     

    
      
        
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              1.1.53

            	
              "Free
                Liquidity"
                means cash, cash equivalents and marketable securities to which the
                Borrower and/or its Subsidiaries shall have free, immediate and direct
                access each as reflected in the Borrower's most recent Borrower's
                Accounts.

            


    

     

    
      	 	
              1.1.54

            	
              "Future
                Swap Provider"
                means any party that enters into a Master Agreement with the Borrower
                for
                the purpose of hedging interest costs in relation to the Facility
                and is
                designated by the Borrower to the Agent as a Future Swap
                Provider.

            


    

     

    
      	 	
              1.1.55

            	
              "GAAP"
                means the generally accepted accounting principles in the United
                States of
                America.

            


    

     

    
      	 	
              1.1.56

            	
              "General
                Revolving Drawing"
                means a Drawing other than a Distribution
                Drawing.

            


    

     

    
      	 	
              1.1.57

            	
              "General
                Partner"
                means Teekay GP L.L.C., a Marshall Islands limited liability company
                acting in its capacity as the general partner in the
                Borrower.

            


    

     

    
      	 	
              1.1.58

            	
              "Guarantors"
                means the Corporate Guarantor and each of the Owners (each a "Guarantor").

            


    

     

    
      	 	
              1.1.59

            	
              "the
                Indebtedness"
                means the Facility Outstandings; any Master Agreement Liabilities;
                all
                other sums of any nature including costs (together with all interest
                on
                any of those sums) which from time to time may be payable by the
                Borrower
                to the Finance Parties pursuant to the Security Documents; any damages
                payable as a result of any breach by the Borrower of any of the Security
                Documents; and any damages or other sums payable as a result of any
                of the
                obligations of the Borrower under or pursuant to any of the Security
                Documents being disclaimed by a liquidator or any other person, or,
                where
                the context permits, the amount thereof for the time being
                outstanding.

            


    

     

    
      	 	
              1.1.60

            	
              "Insurances",
                in relation to a Vessel, means all policies and contracts of insurance
                (including but not limited to hull and machinery, all entries in
                protection and indemnity or war risks associations) which are from
                time to
                time taken out or entered into in respect of or in connection with
                that
                Vessel or her increased value and (where the context permits) all
                benefits
                thereof, including all claims of any nature and returns of
                premium.

            


    

     

     

     

     

     

     

    
      
        
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              1.1.61

            	
              "Interest
                Payment Date"
                means each date for the payment of interest in accordance with
                Clause 6.

            


    

     

    
      	 	
              1.1.62

            	
              "Interest
                Period"
                means each interest period selected by the Borrower or agreed by
                the Banks
                pursuant to Clause 6.

            


    

     

    
      	 	
              1.1.63

            	
              "the
                ISM Code"
                means the International Ship Management Code for the Safe Operation
                of
                Ships and for Pollution Prevention.

            


    

     

    
      	 	
              1.1.64

            	
              "ISM
                Company"
                means, at any given time, the company responsible for a Vessel's
                compliance with the ISM Code under paragraph 1.1.2 of the ISM
                Code.

            


    

     

    
      	 	
              1.1.65

            	
              "the
                ISPS Code"
                means the International Ship and Port Security Code as adopted by
                the
                Conference of Contracting Governments to the Safety of Life at Sea
                Convention 1974 on 13 December 2002 and incorporated as Chapter XI-2
                of
                the Safety of Life at Sea Convention
                1974.

            


    

     

    
      	 	
              1.1.66

            	
              "law"
                or "Law"
                means any law, statute, treaty, convention, regulation, instrument
                or
                other subordinate legislation or other legislative or quasi-legislative
                rule or measure, or any order or decree of any government, judicial
                or
                public or other body or authority, or any directive, code of practice,
                circular, guidance note or other direction issued by any competent
                authority or agency (whether or not having the force of
                law).

            


    

     

    
      	 	
              1.1.67

            	
              "LIBOR"
                means the rate, rounded to the nearest four decimal places downwards
                (if
                the digit displayed in the fifth decimal place is 1,2,3 or 4) or
                upwards
                (if the digit displayed in the fifth decimal place is 5,6,7,8 or 9)
                displayed on Telerate page 3750 (or such other page or pages which
                replace(s) such page for the purposes of displaying offered rates
                of
                leading banks, for deposits in Dollars of amounts equal to the amount
                of
                the relevant Drawing for a period equal in length to the relevant
                Interest
                Period or if there is no such display rate then available for Dollars
                for
                an amount comparable to the Drawing, the arithmetic mean (rounded
                to the
                nearest four decimal places downwards (if the digit displayed in
                the fifth
                decimal place is 1, 2, 3 or 4) or upwards if the digit displayed
                in the
                fifth decimal place is 5, 6, 7, 8 or 9) of the respective rates notified
                to the Agent by each of the Reference Banks as the rate at which
                it is
                offered deposits in Dollars and for the required period by prime
                banks in
                the London Interbank Market.

            


    

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.68

            	
              "Majority
                Banks"
                means any one or more Banks whose combined Proportionate Shares exceed
                sixty six and two thirds per centum
                (662⁄3%).

            


    

     

    
      	 	
              1.1.69

            	
              "Managers"
                means Teekay Servicios Maritimos S.L. as the technical managers of
                the
                Vessels and Teekay Shipping Limited as the commercial managers of
                the
                Vessel (each a "Manager").

            


    

     

    
      	 	
              1.1.70

            	
              "Mandatory
                Cost"
                means for each Bank to which it applies, the cost imputed to that
                Bank of
                compliance with the mandatory liquid asset requirements of the Bank
                of
                England and/or the banking supervision or other costs imposed by
                the
                Financial Services Authority, determined in accordance with
                Schedule 6 (Calculation
                of the Mandatory Cost).

            


    

     

    
      	 	
              1.1.71 

            	
              "Margin"
                means fifty five basis points
                (55bps).

            


    

     

    
      	 	
              1.1.72

            	
              "Master
                Agreement"
                means any ISDA Master Agreement entered into between a Future Swap
                Provider and the Borrower for the purpose of hedging interest costs
                under
                the Facility (and designated by the Borrower as a Master Agreement
                for the
                purposes of this Facility) and each Confirmation exchanged pursuant
                to
                that Master Agreement.

            


    

     

    
      	 	
              1.1.73

            	
              "Master
                Agreement Liabilities"
                means at any relevant time all liabilities of the Borrower to a Future
                Swap Provider under or pursuant to a Master Agreement, whether actual
                or
                contingent, present or future.

            


    

     

    
      	 	
              1.1.74

            	
              "Material
                Adverse Effect"
                means a material adverse change in, or a material adverse effect
                on:

            


    

     

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                financial condition, assets, prospects or business of any Security
                Party
                or on the consolidated financial condition, assets, prospects or
                business
                of the Borrower Group;

            


    

     

    
      	 	
              (b)

            	
              the
                ability of any Security Party to perform and comply with its obligations
                under any Security Document or to avoid any Event of
                Default;

            


    

     

    
      	 	
              (c)

            	
              the
                validity, legality or enforceability of any Security Document;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                validity, legality or enforceability of any security expressed to
                be
                created pursuant to any Security Document or the priority and ranking
                of
                any such security,

            


    

     

    
      	 	
               

            	
              provided
                that, in determining whether any of the forgoing circumstances shall
                constitute such a material adverse change or material adverse effect
                for
                the purposes of this definition, the Finance Parties shall consider
                such
                circumstance in the context of (x) the Borrower Group taken as a
                whole and
                (y) the ability of the Borrower to perform each of its obligations
                under
                the Security Documents.

            


    

     

     

    
      	 	
              1.1.75

            	
               "Material
                Subsidiary"
                means a Subsidiary of the Borrower
                whose:

            


    

     

    
      	 	
              (a)

            	
              net
                assets exceed 10 per cent. of the consolidated net assets of the
                Borrower
                Group; or

            


    

     

    
      	 	
              (b)

            	
              gross
                assets exceed 10 per cent of the consolidated gross assets of the
                Borrower
                Group;

            


    

     

    
      	 	
              (c)

            	
              current
                revenues exceed 10 percent. of the consolidated revenues of the Borrower
                Group during the two most recent consecutive
                quarters.

            


    

     

    
      	 	
              1.1.76

            	
              "the
                Maximum Facility Amount"
                means an amount not exceeding the three hundred and thirty million
                Dollars
                ($330,000,000) subject to any reductions effected in accordance with
                Clauses 2.4, 15.7 and 15.8.

            


    

     

     

     

     

     

     

     

    
      
        
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        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.77

            	
              "Mortgages"
                means together the first priority Spanish ship mortgages over each
                of the
                Vessels made or to be made between the relevant Owner and the Banks
                referred to in Clause 8.1.5 (each a "Mortgage").

            


    

     

    
      	 	
              1.1.78

            	
              "Owner"
                means in respect of Vessel A, Naviera Teekay Gas S.L. (formerly Naviera
                F
                Tapias Gas S.A.) and in respect of Vessel B, Naviera Teekay Gas II
                S.L.
                (formerly Naviera F Tapias Gas II
                S.A.)

            


    

     

    
      	 	
              1.1.79

            	
              "Owners
                Guarantee"
                means the joint and several guarantee and indemnity of each of the
                Owners
                in respect of the Indebtedness referred to in Clause
                8.1.1.

            


    

     

    
      	 	
              1.1.80

            	
              "Party"
                means a party to this Agreement and any Future Swap Provider.
                

            


    

     

    
      	 	
              1.1.81

            	
              "Permitted
                Liens"
                means (i) any Encumbrance which has the prior written approval of
                the
                Agent acting upon the instructions of all the Banks or (ii) any
                Encumbrances that do not exceed ten million Dollars ($10,000,000)
                and
                arise either by operation of law or in the ordinary course of the
                business
                of the relevant Security Party which are discharged in the ordinary
                course
                of business.

            


    

     

    
      	 	
              1.1.82

            	
              "Pledgor"
                means the Corporate Guarantor.

            


    

     

    
      	 	
              1.1.83

            	
              "Potential
                Event of Default"
                means any event which, with the giving of notice and/or the passage
                of
                time and/or the satisfaction of any materiality test, would constitute
                an
                Event of Default.

            


    

     

    
      	 	
              1.1.84

            	
              "Pre-Approved
                Classification Society"
                means any of Det norske Veritas, Lloyds Register of Shipping, American
                Bureau of Shipping (ABS), Germanischer Lloyd or Bureau
                Veritas.

            


    

     

    
      	 	
              1.1.85

            	
              "Pre-Approved
                Flag"
                means Spain, Bahamas, Singapore, the Marshall Islands, Norwegian
                International Ship Registry, Liberia, Isle of Man, Cayman Islands
                and
                Bermuda.

            


    

     

    
      	 	
              1.1.86

            	
              "Proceedings"
                means any suit, action or proceedings begun by any of the Finance
                Parties
                arising out of or in connection with the Security
                Documents.

            


    

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.87

            	
              "Proportionate
                Share"
                means, for each Bank, the percentage that its Commitment bears to
                the
                aggregate Commitments of all Banks from time to time, being initially
                the
                percentage indicated against the name of that Bank in Schedule
                1.

            


    

     

    
      	 	
              1.1.88

            	
              "Reference
                Banks"
                means ING Bank N.V., HSBC Bank plc and The Royal Bank of Scotland
                plc.

            


    

     

    
      	 	
              1.1.89

            	
              "Requisition
                Compensation",
                in relation to a Vessel, means all compensation or other money which
                may
                from time to time be payable to an Owner as a result of that Vessel
                being
                requisitioned for title or in any other way compulsorily acquired
                (other
                than by way of requisition for hire).


            


    

     

    
      	 	
              1.1.90

            	
              "the
                Security Documents"
                means this Agreement, the Assignments, the Owners Guarantee, the
                Shares
                Charges, the Corporate Guarantee, the Mortgages, or (where the context
                permits) any one or more of them, and any other agreement or document
                which may at any time be executed as security for the payment of
                all or
                any part of the Indebtedness.

            


    

     

    
      	 	
              1.1.91

            	
              "Security
                Parties"
                means, at any relevant time, the Borrower, the Owners, the Corporate
                Guarantor, the Pledgor and any other party who may at any time during
                the
                Facility Period be liable for, or provide security for, all or any
                part of
                the Indebtedness, and "Security
                Party"
                means any one of them. 

            


    

     

    
      	 	
              1.1.92

            	
              "Shares
                Charges"
                means the pledges or charges of the shares of each of the Owners
                executed
                by the Pledgor in favour of the Banks referred to in Clause
                8.1.3.

            


    

     

    
      	 	
              1.1.93

            	
              "SMC"
                means a valid safety management certificate issued for a Vessel by
                or on
                behalf of the Administration under paragraph 13.7 of the ISM
                Code.

            


    

     

    
      	 	
              1.1.94

            	
              "SMS"
                means, in relation to each Vessel, a safety management system for
                that
                Vessel developed and implemented in accordance with the ISM Code
                and
                including the functional requirements, duties and obligations required
                by
                the ISM Code.

            


    

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.1.95

            	
              "Subordination
                Agreement"
                means a subordination agreement to be entered into between the Borrower,
                the Agent on behalf of the Banks and itself and a Future Swap Provider
                pursuant to which the Future Swap Provider will subordinate its interest
                in the Security Documents to that of the Banks and the Agent in such
                form
                as the Agent (acting on the instructions of all the Lenders, such
                instructions to be obtained by the Agent and given by the Lenders
                as soon
                as possible) shall reasonably
                require.

            


    

     

    
      	 	
              1.1.96

            	
              "Subsequent
                Reduction Dates"
                means each date falling at consecutive six (6) monthly intervals
                after the
                previous Subsequent Reduction Date which in the case of the first
                Subsequent Reduction Date shall be six (6) months after the First
                Reduction Date.

            


    

     

    
      	 	
              1.1.97

            	
               "Subsidiary"
                means a subsidiary undertaking, as defined in section 736 Companies
                Act
                1985 or any analogous definition under any other relevant system
                of
                law.

            


    

     

    
      	 	
              1.1.98

            	
              "Tangible
                Net Worth"
                means the issued and paid up share capital (including share premium
                or
                items of a similar nature (but excluding shares which are expressed
                to be
                redeemable)), loans from shareholders (where subordinated to the
                satisfaction of the Agent), and amounts standing to the credit of
                the
                capital reserves of the Borrower,

            


    

     

    
      	 	
              (a)

            	
              plus
                any credit balance carried forward on the Borrower's consolidated
                profit
                and loss account,

            


    

     

    
      	 	
              (b) 

            	
              less:

            


    

     

    
      	 	
               

            	
              (i) any
                debit balance carried forward on the Borrower's consolidated profit
                and
                loss account;

            


    

     

    
      	 	
               

            	
              (ii) any
                amount shown for goodwill, including on consolidation, or any other
                intangible property (other than intangible property relating to contracts
                as shown in the balance sheet of the Borrower);
                and

            


    

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
               

            	
              (iii) any
                amount attributable to minority interests in
                Subsidiaries.

            


    

     

     

    
      	 	
              1.1.99

            	
              "Taxes"
                means all taxes, levies, imposts, duties, charges, fees, deductions
                and
                withholdings (including any related interest and penalties) and any
                restrictions or conditions resulting in any charge, other than taxes
                on
                the overall net income of a Finance Party or branch thereof, and
                "Tax"
                and "Taxation"
                shall be interpreted accordingly.

            


    

     

    
      	 	
              1.1.100

            	
              "the
                Termination Date"
                means the twelfth anniversary of the Execution
                Date.

            


    

     

    
      	 	
              1.1.101

            	
              "Total
                Commitment"
                means at any time the sum of all the
                Commitments.

            


    

     

    
      	 	
              1.1.102

            	
              "Total
                Loss",
                in relation to a Vessel, means:- 

            


    

     

    
      	 	
              (a)

            	
               an
                actual, constructive, arranged, agreed or compromised total loss
                of that
                Vessel; or 

            


    

     

    
      	 	
              (b) 

            	
              the
                requisition for title, compulsory acquisition, nationalisation or
                expropriation of that Vessel by or on behalf of any government or
                other
                authority (other than by way of requisition for hire);
                or

            


    

     

    
      	 	
              (c)

            	
              the
                capture, seizure, arrest, detention or confiscation of that Vessel,
                unless
                the Vessel is released and returned to the possession of its Owner
                within
                ninety (90) days after the capture, seizure, arrest, detention or
                confiscation in
                question.

            


    

     

     

    
      	 	
              1.1.103

            	
              "Transfer
                Certificate"
                means a certificate materially in the form set forth in Schedule
                4 signed
                by a Bank and a Transferee
                whereby:-

            


    

     

    
      	 	
              (a) 

            	
              such
                Bank seeks to procure the transfer to such Transferee of all or a
                part of
                such Bank's rights and obligations under this Agreement upon and
                subject
                to the terms and conditions set out in Clause 14;
                and

            


    

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b) 

            	
              such
                Transferee undertakes to perform the obligations it will assume as
                a
                result of delivery of such certificate to the Agent as is contemplated
                in
                Clause 14.

            


    

     

     

    
      	 	
              1.1.104

            	
              "Transfer
                Date"
                means, in relation to any Transfer Certificate, the date for the
                making of
                the transfer specified in the schedule to such Transfer
                Certificate.

            


    

     

    
      	 	
              1.1.105 

            	
              "Transferee"
                means a bank or other financial institution to which a Bank seeks
                to
                transfer all or part of such Bank's rights and obligations under
                this
                Agreement.

            


    

     

    
      	 	
              1.1.106

            	
               "the
                Trust Property"
                means:-

            


    

     

    
      	 	
              (a) 

            	
              the
                benefit of Clause 8 and the covenants contained in Clause 9.3;
                and

            


    

     

    
      	 	
              (b) 

            	
              all
                benefits arising under (including, without limitation, all proceeds
                of the
                enforcement of) each of the Security Documents (other than this Agreement,
                the Mortgages and the Shares Charges), with the exception of any
                benefits
                arising solely for the benefit of the
                Agent.

            


    

     

    
      	 	
              1.1.107

            	
              "Valuation"
                means in relation to a Vessel, the written valuation of that Vessel
                expressed in Dollars addressed to all the Banks prepared by one of
                the
                Approved Brokers (or such other firms of reputable independent shipbrokers
                as may be acceptable to the Majority Banks), to be nominated by the
                Borrower. Such valuations shall be prepared at the Borrower's expense,
                without a physical inspection, on the basis of a sale for prompt
                delivery
                for cash at arm's length on a charter free basis between a willing
                buyer
                and a willing seller.

            


    

     

    
      	 	
              1.1.108

            	
              "Vessel
                A"
                means m.v. "HISPANIA SPIRIT" and everything now or in the future
                belonging
                to her on board and
                ashore.

            


    

     

    
      	 	
              1.1.109

            	
              "Vessel
                B"
                means m.v. "GALICIA SPIRIT" and everything now or in the future belonging
                to her on board and
                ashore.

            



     

    
      	 	
              1.1.110

            	
              "the
                Vessels" means
                Vessel A and Vessel B (each a "Vessel").

            


    

     

     

     

     

     

     

     

    
      
        
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        18

        
          

        

      

      
        
        

      

    

    1.2 Interpretation

     

    In
      this
      Agreement:-

     

    
      	 	
              1.2.1

            	
              words
                denoting the plural number include the singular and vice
                versa;

            


    

     

    
      	 	
              1.2.2

            	
              words
                denoting persons include corporations, limited liability companies,
                partnerships, associations of persons (whether incorporated or not)
                or
                governmental or quasi-governmental bodies or authorities and vice
                versa;

            


    

     

    
      	 	
              1.2.3

            	
              references
                to Recitals, Clauses, Schedules and Appendices are references to
                recitals
                and clauses of, and schedules and appendices to, this Agreement;
                

            


    

     

    
      	 	
              1.2.4

            	
              references
                to this Agreement include the Recitals, the Schedules and the
                Appendices;

            


    

     

    
      	 	
              1.2.5

            	
              the
                headings and contents page(s) are for the purpose of reference only,
                have
                no legal or other significance, and shall be ignored in the interpretation
                of this Agreement;

            


    

     

    
      	 	
              1.2.6

            	
              references
                to any document (including, without limitation, to all or any of
                the
                Security Documents) are, unless the context otherwise requires, references
                to that document as amended, supplemented, novated or replaced from
                time
                to time;

            


    

     

    
      	 	
              1.2.7

            	
              references
                to statutes or provisions of statutes are references to those statutes,
                or
                those provisions, as from time to time amended, replaced or
                re-enacted;

            


    

     

    
      	 	
              1.2.8

            	
              references
                to any of the Finance Parties include its successors, transferees
                and
                assignees; 

            


    

     

    
      	 	
              1.2.9

            	
              in
                the case of the Borrower, any references to company or body corporate,
                incorporation, shares, officers and directors and shareholders shall
                be
                construed as references to limited partnership, formation, common
                units,
                partners and unitholders as
                appropriate;

            


    

     

    
      	 	
              1.2.10

            	
              references
                to times of day are unless otherwise stated to London time;
                and

            


    

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.2.11

            	
              unless
                the contrary intention appears, a reference to a month or months
                is a
                reference to a period starting on one day in a calendar month and
                ending
                on the numerically corresponding day in the next calendar month or
                the
                calendar month in which it is to end, except
                that:

            


    

     

    
      	 	
              (i) 

            	if the numerically corresponding day is not a Business
              Day, the period will end on the next Business Day in that month (if
              there
              is one) or the preceding Business Day (if there is
              not);


    

     

    
      	 	
              (ii) 

            	
              if
                there is no numerically corresponding day in that month, that period
                will
                end on the last Business Day in that month;
                and

            


    

     

    
      	 	
              (iii) 

            	
              notwithstanding
                sub-paragraph (i) above, a
                period which commences on the last Business Day of a month will end
                on the
                last Business Day in the next month or the calendar month in which
                it is
                to end, as appropriate.

            


    

     

     

    
      	2  	
              The
                Facility and its Purpose

            


    

     

    
      	 	
              2.1

            	
              Agreement
                to lend Subject
                to the terms and conditions of this Agreement, and in reliance on
                each of
                the representations and warranties made or to be made in or in accordance
                with each of the Security Documents, each of the Banks agrees to
                advance
                to the Borrower its Commitment of an aggregate principal amount not
                exceeding the Maximum Facility Amount to be used by the Borrower
                for the
                purposes referred to in the Recital provided however that any Drawing
                that
                the Borrower intends to use as a Distribution Drawing shall be designated
                as a Distribution Drawing in the relevant Drawdown Notice completed
                in
                accordance with clause 2.3 and such Distribution Drawing shall be
                subject
                to the repayment terms set forth in Clause
                5.1.

            


    

     

    
      	 	
              2.2

            	
              Drawings
                Subject
                to satisfaction by the Borrower of the conditions set out in
                Clause 3.1 (in respect of the first Drawing), Clause 3.3 (in respect
                of all subsequent Drawings), and subject to Clause 2.3, and provided
                that
                the maximum aggregate amount of the Facility Outstandings at any
                given
                time during the Facility Period shall not exceed the Maximum Facility
                Amount, each Drawing shall be advanced to the Borrower, in each case
                by
                the Agent transferring the amount of the Drawing to such account
                as the
                Borrower shall notify to the Agent in the relevant Drawdown Notice
                by such
                same day method of funds transfer as the Agent shall
                select.

            


    

     

     

     

     

     

     

     

    
      
        
          \P1\3522333.10

        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.3

            	
              Advance
                of Drawings
                Each Drawing shall be advanced in Dollars. Each Drawing shall be
                advanced
                on a Business Day, provided that the Borrower shall have given to
                the
                Agent not more than ten and not fewer than three Business Days' notice
                in
                writing (and if such notice is given on the third Business Day prior
                to
                the required Advance Date it shall be given not later than 3:00 pm)
                materially in the form set out in Schedule 5 of the required Advance
                Date of the Drawing in question and provided that the requested Drawing
                would not cause a breach of Clause 2.5. Each Drawdown Notice once
                given
                shall be irrevocable and shall constitute a warranty by the Borrower
                that:- 

            


    

     

    
      	 	
              2.3.1

            	
              all
                conditions precedent to the advance of the Drawing requested in that
                Drawdown Notice will have been satisfied on or before the Advance
                Date
                requested; 

            


    

     

    
      	 	
              2.3.2

            	
              no
                Event of Default or Potential Event of Default has occurred or will
                then
                have occurred; and

            


    

     

    
      	 	
              2.3.3

            	
              no
                Event of Default or Potential Event of Default will result from the
                advance of the Drawing in question.

            


    

     

    
      	 	
               

            	
              The
                Drawdown Notice shall state that the Drawing shall be designated,
                based on
                its intended use either as a General Revolving Drawing or a Distribution
                Drawing

            


    

     

    
      	 	
               

            	
              The
                Agent shall promptly notify each Bank of the receipt of each Drawdown
                Notice, following which each Bank will make its Proportionate Share
                of the
                amount of the requested Drawing available to the Borrower through
                the
                Agent on the Advance Date
                requested.

            


    

     

    
      	 	
              2.4 

            	
              Facility
                Reduction

            


    

     

     

    
      	 	
              2.4.1

            	
              The
                aggregate amount of the Facility available to the Borrower for drawing
                under this Agreement shall be three hundred and thirty million Dollars
                ($330,000,000) during the period from the Execution Date until the
                First
                Reduction Date. On the First Reduction Date and on each of the Subsequent
                Reduction Dates the amount of the Facility available for drawing
                shall be
                reduced in accordance with the reduction schedule set out in Schedule
                3.
                On the Termination Date the Facility available shall be reduced to
                zero.
                Subject to the proviso hereto, the mandatory reductions in the amount
                of
                the Facility available for drawing required pursuant to this Clause
                will
                be made in the amounts and at the times specified whether or not
                the
                Maximum Facility Amount is reduced pursuant to Clause 2.4.2, Clause
                2.4.3,
                Clause 2.4.4, Clause 15.7 or Clause 15.8. PROVIDED ALWAYS THAT any
                reductions pursuant to Clause 2.4.2 (voluntary reductions), Clause
                2.4.3
                (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining
                mandatory reductions hereunder on a pro rata
                basis.

            


    

     

     

     

     

     

     

     

    
      
        
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              2.4.2

            	
              The
                Borrower may voluntarily cancel the Maximum Facility Amount in whole
                or in
                part in an amount of not less than five million Dollars ($5,000,000)
                such
                amount to be in integral multiples of one million Dollars ($1,000,000),
                provided that it has first given to the Agent not fewer than three
                (3)
                Business Days' prior written notice expiring on a Business Day (the
                "Cancellation
                Date")
                of its desire to reduce the Maximum Facility Amount. Such notice,
                once
                received by the Agent, shall be irrevocable and shall oblige the
                Borrower
                to make payment of all interest and Commitment Commission accrued
                on the
                amount so cancelled up to and including the Cancellation Date together
                with any Break Costs in respect of such cancelled amount if the
                Cancellation Date is not an Interest Payment Date. Any such reduction
                in
                the Maximum Facility Amount shall not be
                reversed.

            


    

     

    
      	 	
              2.4.3

            	
              In
                the event of a sale or disposal of a Vessel, the Maximum Facility
                Amount
                shall be reduced by the greater of (i) an amount equal to the Total
                Commitment multiplied by a fraction the numerator of which is the
                value of
                the relevant Vessel (based on a Valuation) and the denominator of
                which is
                the aggregate value of the Vessels (based on their Valuations) and
                (ii) an
                amount sufficient to ensure that the Total Commitment remaining after
                such
                reduction does not exceed the aggregate of the remaining scheduled
                charterhire payments to be paid to the relevant Owner under the relevant
                Charter for the remaining Vessel during the remaining period of that
                Charter (ignoring any option period which has not been exercised)
                (the
                "Mandatory
                Commitment Reduction").
                Such reduction shall be made on the date of such sale or disposal.
                If, as
                a result of any reduction in the Maximum Facility Amount pursuant
                to this
                Clause, the Facility Outstandings exceed the Maximum Facility Amount,
                the
                Borrower shall, on the date of the sale or disposal, prepay such
                amount of
                the Facility Outstandings as will ensure that the Facility Outstandings
                are not greater than the Maximum Facility Amount. Any such prepayment
                shall oblige the Borrower to make payment of all interest and Commitment
                Commission accrued on the amount so reduced up to and including the
                date
                of reduction together with any Break Costs in respect of such reduced
                amount if the date of such reduction is not an Interest Payment Date.
                Any
                such reduction in the Maximum Facility Amount shall not be
                reversed.

            


    

     

     

     

     

     

     

    
      
        
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              2.4.4

            	
              In
                the event that either Vessel becomes a Total Loss, on the earlier
                to occur
                of (a) the date of receipt of the proceeds of the Total Loss and
                (b) the
                date falling one hundred and eighty (180) days after the occurrence
                of the
                Total Loss (the "Reduction
                Date"),
                the Maximum Facility Amount shall be reduced by the Mandatory Commitment
                Reduction. Any such reductions in the Maximum Facility Amount shall
                not be
                reversed. If, as a result of any reduction in the Maximum Facility
                Amount
                pursuant to this Clause the Facility Outstandings exceed the Maximum
                Facility Amount, the Borrower shall, on the earlier to occur of (i)
                the
                date on which the relevant Owner receives the proceeds of such Total
                Loss
                and (ii) the one hundred and eightieth day after the date of such
                Total
                Loss occurring, prepay such amount of the Facility Outstandings as
                will
                ensure that the Facility Outstandings are not greater than the Maximum
                Facility Amount. Any such prepayment shall not be reborrowed and
                Clause
                5.4 shall apply to any such
                prepayment.

            


    

     

    
      	 	
              2.4.5

            	
              To
                the extent that repayments or prepayments made by the Borrower to
                the
                Agent in accordance with this Agreement reduce the Facility Outstandings
                to less than the Maximum Facility Amount, the Borrower shall again
                be
                entitled to make Drawings up to the Commitment Termination Date in
                accordance with and subject to the terms of this Agreement. Any part
                of
                the Facility which is undrawn on the Commitment Termination Date
                shall be
                automatically cancelled.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
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              2.4.6

            	
              Simultaneously
                with each reduction of the Maximum Facility Amount in accordance
                with
                Clause 2.4.1, Clause 2.4.2, Clause 2.4.3 and Clause 2.4.4 (as the
                case may
                be), the Commitment of each Bank will reduce so that the Commitments
                of
                the Banks in respect of the reduced Maximum Facility Amount remain
                in
                accordance with their respective Proportionate
                Shares.

            


    

     

    
      	 	
              2.4.7

            	
              Any
                voluntary reductions of the Facility under Clause 2.4.2 or mandatory
                reductions of the Facility under Clause 2.4.3 or 2.4.4 shall be applied
                pro rata against the scheduled reductions of Commitment set out in
                Schedule 3.

            


    

     

    
      	 	
              2.5

            	
              Restrictions
                on Drawings
                The Borrower shall not be entitled to make more than one Drawing
                on any
                Business Day. Each Drawing shall be of an amount of not less than
                five
                million Dollars ($5,000,000). If at any time during the Facility
                Period
                the Facility Outstandings exceed the Maximum Facility Amount then
                available or if a proposed Drawing added to the Facility Outstandings
                would result in the Maximum Facility Amount being exceeded then the
                Borrower shall immediately pay to the Agent on behalf of the Banks
                such
                amounts as will ensure that the Facility Outstandings are equal to
                or less
                than the Maximum Facility Amount then available.
                

            


    

     

    
      	 	
              2.6

            	
              Termination
                Date No
                Bank shall be under any obligation to advance all or any part of
                its
                Commitment after the Commitment Termination
                Date.

            


    

     

    
      	 	
              2.7

            	
              Several
                obligations The
                obligations of the Banks under this Agreement are several. The failure
                of
                a Bank to perform its obligations under this Agreement shall not
                affect
                the obligations of the Borrower to any Finance Party nor shall any
                Finance
                Party be liable for the failure of another Bank to perform any of
                its
                obligations under or in connection with this
                Agreement.

            


    

     

    
      	 	
              2.8

            	
              Application
                of Facility Without
                prejudice to the obligations of the Borrower under this Agreement,
                no
                Finance Party shall be obliged to concern itself with the application
                of
                the Facility by the Borrower.

            


    

     

     

     

     

     

    
      
        
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              2.9

            	
              Loan
                facility and control accounts The
                Agent will open and maintain such loan facility account or such other
                control accounts as the Agent shall in its discretion consider necessary
                or desirable in connection with the Facility, and shall debit or
                credit
                such account with the amount of any Drawings hereunder, interest
                accrued,
                commission and expenses payable hereunder, and any amounts paid by
                the
                Borrower in respect of such obligations. Additionally:-
                

            


    

     

    
      	 	
              2.9.1

            	
              The
                balance on that account shall represent the amount of the Borrower's
                debt
                to the Banks from time to time
                hereunder.

            


    

     

    
      	 	
              2.9.2

            	
              Without
                prejudice to that account, each Bank shall open an account in the
                name of
                the Borrower which shall show, according to the Commitments of each
                Bank,
                the amounts owing to it in respect of the liabilities referred to
                above,
                with the effect that the balance on that account shall represent
                the
                amount owed by the Borrower to each Bank from time to
                time.

            


    

     

    
      	 	
              2.9.3

            	
              For
                the purposes of Article 571 et seq. of the Spanish Law on Civil Procedure
                (Ley de Enjuiciamiento Civil), the parties expressly agree that the
                Agent
                (or the Bank in question) may determine the debt due and payable
                which may
                be claimed in enforcement proceedings, by means of a certificate
                showing
                the balance on the Borrower's account or accounts. For the purposes
                of the
                preceding paragraph, it shall be sufficient for the purposes of bringing
                enforcement proceedings to produce an authorised copy of that document
                and
                a notarial instrument incorporating a certificate issued by the Agent
                (or
                by the Bank in question) showing that the debt has been calculated
                in
                accordance with the terms agreed by the parties in this deed and
                that the
                balance in question is the same as that on the account or accounts
                maintained by the Borrower.

            


    

     

    
      	 	
              2.9.4

            	
              It
                is expressly agreed that the balance on the account or accounts in
                question shall be treated as the evidence of the debt owed by the
                Borrower, and that may be claimed in accordance with this Clause
                2.9 and
                the Security Documents.

            


    

     

     

     

     

    
      
        
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      	3  	
              Conditions Precedent and Subsequent 

            


    

     

    
      	 	
              3.1

            	
              Conditions
                Precedent
                -
                First
                Drawing Before
                any Bank shall have any obligation to advance the first Drawing under
                the
                Facility, the Borrower shall deliver or cause to be delivered to
                or to the
                order of the Agent the following documents and
                evidence:-

            


    

     

    
      	 	
              3.1.1

            	
              Evidence
                of incorporation Such
                evidence as the Agent may reasonably require that each Security Party
                was
                duly incorporated in its country of incorporation and remains in
                existence
                and, where appropriate, in good standing, with power to enter into,
                and
                perform its obligations under, those of the Security Documents to
                which it
                is, or is intended to be, a party, including (without limitation)
                a copy,
                certified by a director or an officer of the Security Party (or its
                sole
                member or general partner) in question as true, complete, accurate
                and
                unamended, of all documents establishing or limiting the constitution
                of
                each Security Party. 

            


    

     

    
      	 	
              3.1.2

            	
              Corporate
                authorities A
                copy, certified by a director or any duly authorised officer of the
                Security Party (or its sole member or general partner) in question
                as
                true, complete, accurate and neither amended nor revoked, of a resolution
                of the directors of each Security Party or such Security Party's
                general
                partner (together, where appropriate, with signed waivers of notice
                of any
                directors' meetings) approving, and authorising or ratifying the
                execution
                of, those of the Security Documents and each Drawdown Notice to which
                that
                Security Party is or is intended to be a party and all matters incidental
                thereto. 

            


    

     

    
      	 	
              3.1.3

            	
              Officer's
                certificate A
                certificate (i) signed by a duly authorised officer or representative
                of
                each of the Security Parties (or its sole member or general partner)
                setting out the names of the directors and officers of that Security
                Party
                (or its sole member or general partner) and (ii) issued by each Security
                Party's company registry confirming due incorporation and valid existence
                and (when such information is maintained by the registry) the names
                of its
                directors and shareholders.

            


    

     

    
      	 	
              3.1.4

            	
              Power
                of attorney The
                power of attorney (notarially attested and legalised, if necessary,
                for
                registration purposes) of each of the Security Parties under which
                any
                documents are to be executed or transactions undertaken by that Security
                Party.

            


    

     

     

     

     

     

     

     

    
      
        
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              3.1.5

            	
              The
                Security Documents The
                Security Documents, together with all notices and other documents
                required
                by any of them, duly executed.

            


    

     

    
      	 	
              3.1.6

            	
              Drawdown
                Notice A
                Drawdown Notice.

            


    

     

    
      	 	
              3.1.7

            	
              Process
                agent A
                letter from Teekay Shipping (UK) Ltd accepting their appointment
                by each
                of the Security Parties as agent for service of Proceedings pursuant
                to
                the Security Documents.

            


    

     

    
      	 	
              3.1.8

            	
              Legal
                opinions Confirmation
                satisfactory to the Agent that all legal opinions required by the
                Agent on
                behalf of the Finance Parties will be given substantially in the
                form
                required by the Agent on behalf of the Finance
                Parties.

            


    

     

    
      	 	
              3.1.9

            	
              Shares
                Charges Documents
                Any documents required by the Shares
                Charges.

            


    

     

    
      	 	
              3.1.10

            	
              Certified
                copies
                Certified copies of the Charters.

            


    

     

    
      	 	
              3.1.11

            	
              Fee
                Letter The
                Fee Letter duly signed and payment of all bank fees that have fallen
                due
                thereunder and hereunder.

            


    

     

    
      	 	
              3.1.12

            	
              Evidence
                of Owners' title
                Confirmation satisfactory to the Agent that (a) the Vessels are
                permanently registered under the Vessels' respective flag states
                in the
                ownership of their respective Owners (b) that the Mortgages will
                be
                registered with first priority against the Vessels and (c) there
                will be
                no further Encumbrances registered against the
                Vessels.

            


    

     

    
      	 	
              3.1.13

            	
              Accounts
                The
                audited consolidated accounts for the Borrower for the year ended
                31
                December 2005.

            


    

     

    
      	 	
              3.1.14

            	
              Evidence
                of insurance Evidence
                that the Vessels are insured in the manner required by the Security
                Documents and that letters of undertaking will be issued in the manner
                required by the Security Documents, together with a written opinion
                on the
                Insurances from an insurance adviser appointed by the
                Agent.

            


    

     

     

     

     

     

    
      
        
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              3.1.15

            	
              Confirmation
                of class A Certificate
                of Confirmation of Class for hull and machinery confirming that each
                of
                the Vessels is classed with the highest class applicable to vessels
                of her
                type with a Pre-Approved Classification
                Society.

            


    

     

    
      	 	
              3.2

            	
              Conditions
                Subsequent
                The Borrower undertakes to deliver or to cause to be delivered to
                the
                Agent on, or not later than ten (10) days or such other period as
                the
                Agent may have consented to after, the first Advance Date, the following
                additional documents and evidence:-


            


    

     

    
      	 	
              3.2.1

            	
              Legal
                opinions Such
                legal opinions as the Agent on behalf of the Banks shall require
                pursuant
                to Clause 3.1.8.

            


    

     

    
      	 	
              3.2.2

            	
              Companies
                Act registrations
                Evidence that the prescribed particulars of the Security Documents
                have
                been delivered to the Registrar of Companies of England and Wales
                and any
                other relevant authorities within the statutory time limit.
                

            


    

     

    
      	 	
              3.2.3

            	
              Letters
                of undertaking
                Letters of undertaking in respect of the Insurances as required by
                the
                Security Documents together with copies of the relevant policies
                or cover
                notes or entry certificates duly endorsed with the interest of the
                Agent.

            


    

     

    
      	 	
              3.2.4

            	
              Evidence
                of Owners' title
                Certificates of ownership and encumbrance (or equivalent) issued
                by the
                Registrar of Ships and the Registrar of Movable Assets (or equivalent
                officials) of the Vessels' flag state confirming that (a) the Vessels
                are
                permanently registered under that flag in the ownership of their
                respective Owners (b) the Mortgages have been registered with first
                priority against the Vessels and (c) there are no further Encumbrances
                registered against the Vessels.

            


    

     

    
      	 	
              3.3

            	
              Conditions
                Precedent
                -
                Subsequent
                Drawings Before
                    any Bank shall have any obligation to advance any subsequent
                Drawings
                under the Facility, the Borrower shall deliver or cause to be delivered
                to
                the order of the Agent, a Drawdown Notice, in addition to the documents
                and evidence referred to in Clause 3.1 where such documents and evidence
                have not already been delivered to and received by the
                Agent.

            


    

     

     

     

     

    
      
        
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              3.4

            	
              No
                waiver If
                the Banks in their sole discretion agree to advance any part of the
                Facility to the Borrower before all of the documents and evidence
                required
                by Clause 3.1 or Clause 3.3 (as the case may be) have been delivered
                to or
                to the order of the Agent, the Borrower undertakes to deliver all
                outstanding documents and evidence to or to the order of the Agent
                no
                later than the date agreed by the Agent and the Borrower and the
                advance
                of any part of the Facility shall not be taken as a waiver of the
                Agent's
                right to require production of all the documents and evidence required
                by
                Clause 3.1 or Clause 3.3 (as the case may
                be).

            


    

     

    
      	 	
              3.5

            	
              Form
                and content All
                documents and evidence delivered to the Agent pursuant to this Clause
                shall:- 

            


    

     

    
      	 	
              3.5.1

            	
              be
                in form and substance reasonably acceptable to the Agent;
                

            


    

     

    
      	 	
              3.5.2

            	
              be
                accompanied, if required by the Agent, by translations into the English
                language, certified in a manner acceptable to the Agent acting reasonably;
                

            


    

     

    
      	 	
              3.5.3

            	
              if
                required for registration purposes, be certified, notarised, legalised
                or
                attested in a manner acceptable for
                registration.

            


    

     

    
      	 	
              3.6

            	
              Event
                of Default
                No
                Bank shall be under any obligation to advance any part of its Commitment
                nor to act on any Drawdown Notice if, at the date of the Drawdown
                Notice
                or at the date on which the advance of a Drawing is requested in
                the
                Drawdown Notice, an Event of Default or Potential Event of Default
                shall
                have occurred, or if an Event of Default or Potential Event of Default
                would result from the advance of the Drawing in
                question.

            


    

     

    
      	4  	
              Representations
                and Warranties

            


    

     

    
      	 	
              The
                Borrower represents and warrants to each of the Finance Parties at
                the
                Execution Date and (by reference to the facts and circumstances then
                pertaining) at the date of each Drawdown Notice, at each Advance
                Date and
                at each Interest Payment Date as follows (except that the representation
                and warranty contained at Clause 4.16 shall only be made on the first
                Advance Date and that the representation and warranty contained at
                Clause
                4.9 shall only be made on the Execution Date)
                :-

            


    

     

    
      	 	
              4.1

            	
              Incorporation
                and capacity Each
                of the Security Parties is a body corporate duly constituted, organised
                and validly existing and (where applicable) in good standing under
                the law
                of its country of incorporation, in each case with perpetual
                corporate existence and the power to sue and be sued, to own its
                assets
                and to carry on its business, and all of the corporate shareholders
                (if
                any) of each Security Party are duly constituted and existing under
                the
                laws of their countries of incorporation with perpetual corporate
                existence and the power to sue and be sued, to own their assets and
                to
                carry on their business and are acting on their own
                account.

            


    

     

     

    
      
        
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              4.2

            	
              Solvency
                None
                of the Security Parties is insolvent or in liquidation or administration
                or subject to any other insolvency procedure, and no receiver,
                administrative receiver, administrator, liquidator, trustee or analogous
                officer has been appointed in respect of any of the Security Parties.
                For
                this purpose a Security Party will be deemed insolvent if it is unable
                to
                pay its debts within the meaning of S.123 of the Insolvency Act 1986
                or,
                as the case may be, the Spanish Insolvency Act,
                22/2003.

            


    

     

    
      	 	
              4.3

            	
              Binding
                obligations The
                Security Documents when duly executed and delivered will constitute
                the
                legal, valid and binding obligations of the Security Parties enforceable
                in accordance with their respective terms subject to applicable laws
                regarding creditors' rights in
                general.

            


    

     

    
      	 	
              4.4

            	
              Satisfaction
                of conditions All
                acts, conditions and things required to be done and satisfied and
                to have
                happened prior to the execution and delivery of the Security Documents
                in
                order to constitute the Security Documents the legal, valid and binding
                obligations of the Security Parties in accordance with their respective
                terms have been done, satisfied and have happened in compliance with
                all
                applicable laws.

            


    

     

    
      	 	
              4.5

            	
              Registrations
                and consents With
                the exception only of the registrations referred to in Clauses 3.2.2
                and
                registration in Spain of the relevant Security Documents all (if
                any)
                consents, licences, approvals and authorisations of, or registrations
                with
                or declarations to, any governmental authority, bureau or agency
                which may
                be required in connection with the execution, delivery, performance,
                validity or enforceability of the Security Documents have been obtained
                or
                made and remain in full force and effect and the Borrower is not
                aware of
                any event or circumstance which could reasonably be expected adversely
                to
                affect the right of any of the Security Parties to hold and/or obtain
                renewal of any such consents, licences, approvals or
                authorisations.

            


    

     

     

     

     

     

     

    
      
        
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              4.6

            	
              Disclosure
                of material facts The
                Borrower is not aware of any material facts or circumstances which
                have
                not been disclosed to the Agent and which might, if disclosed, have
                reasonably been expected to adversely affect the decision of a person
                considering whether or not to make loan facilities of the nature
                contemplated by this Agreement available to the
                Borrower.

            


    

     

    
      	 	
              4.7

            	
              No
                material litigation Except
                for those matters disclosed in writing to the Agent, there is no
                action,
                suit, arbitration or administrative proceeding nor any contemplated
                action, suit, arbitration or administrative proceeding pending or
                to its
                knowledge about to be pursued before any court, tribunal or governmental
                or other authority which is not covered by adequate insurance which
                would,
                or would be likely to, have a materially adverse effect on the business
                or
                financial condition of the Borrower Group taken as a
                whole.

            


    

     

    
      	 	
              4.8

            	
              No
                breach of law or contract The
                execution, delivery and performance of the Security Documents will
                not
                contravene any contractual restriction or any law binding on any
                of the
                Security Parties or on any shareholder (whether legal or beneficial)
                of
                any of the Security Parties, or the constitutional documents of any
                of the
                Security Parties, nor result in the creation of, nor oblige any of
                the
                Security Parties to create, any Encumbrance over all or any of its
                assets,
                with the exception of the Encumbrances created by or pursuant to
                the
                Security Documents.

            


    

     

    
      	 	
              4.9

            	
              No
                deductions
                Except as disclosed to the Agent in writing, that to the best of
                their
                knowledge belief and without undue enquiry, none of the Security
                Parties
                is required to make any deduction or withholding from any payment
                which it
                may be obliged to make to any of the Finance Parties under or pursuant
                to
                the Security Documents.

            


    

     

    
      	 	
              4.10

            	
              Use
                of Facility
                The Facility will be used to refinance the Existing Indebtedness
                and
                thereafter for the general corporate purposes of the Borrower
                Group.

            


    

     

    
      	 	
              4.11

            	
              Material
                Adverse Change
                Since the publication of the Borrower's Accounts for the year ended
                31
                December 2005 there has been no change in the business, assets, operations
                or condition (financial or otherwise) of the Borrower Group taken
                as a
                whole which has had a Material Adverse
                Effect.

            


    

     

     

     

     

    
      
        
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              4.12

            	
              No
                default
                None of the Security Parties is in default of its obligations under
                any
                other financing documents to which it is a party to an extent or
                in a
                manner which might have a Material Adverse Effect on the business
                or
                condition (financial or otherwise) of the Borrower Group taken as
                a whole
                and no Event of Default is continuing or might reasonably be expected
                to
                result from the advance of any
                Drawing.

            


    

     

    
      	 	
              4.13

            	
              Pari
                passu ranking
                The payment obligations of each of the Security Parties under the
                Security
                Documents to which it is a party rank at least pari passu with the
                claims
                of all its other unsecured and unsubordinated creditors, except for
                obligations mandatorily preferred by law applying to companies
                incorporated in the relevant Security Party's country of incorporation
                or
                otherwise applicable to that Security
                Party.

            


    

     

    
      	 	
              4.14

            	
              No
                Immunity
                In
                any proceedings taken in any of the Security Parties' respective
                jurisdictions of incorporation in relation to any of the Security
                Documents, none of the Security Parties will be entitled to claim
                for
                itself or any of its assets immunity from suit, execution, attachment
                or
                other legal process.

            


    

     

    
      	 	
              4.15

            	
              Governing
                Law and Judgments
                In
                any proceedings taken in any of the Security Parties' jurisdiction
                of
                incorporation or organisation in relation to any of the Security
                Documents
                in which there is an express choice of the law, the submission to
                that
                jurisdiction of a particular country as the governing law thereof,
                that
                choice of law and any judgment or (if applicable) arbitral award
                obtained
                in that country will be recognised and
                enforced.

            


    

     

    
      	 	
              4.16

            	
              Validity
                and Admissibility in Evidence
                As
                at the date hereof, all acts, conditions and things required to be
                done,
                fulfilled and performed in order (a) to enable each of the Security
                Parties lawfully to enter into, exercise its rights under and perform
                and
                comply with the obligations expressed to be assumed by it in the
                Security
                Documents, (b) to ensure that the obligations expressed to be assumed
                by
                each of the Security Parties in the Security Documents are legal,
                valid
                and binding and (c) to make the Security Documents admissible in
                evidence
                in the jurisdictions of incorporation or organization of each of
                the
                Security Parties, have been done, fulfilled and
                performed.

            


    

     

     

     

     

    
      
        
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              4.17

            	
              No
                Filing or Stamp Taxes Under
                the laws of the Security Parties' respective jurisdictions of
                incorporation or organisation in force at the date hereof, it is
                not
                necessary that any of the Security Documents be filed, recorded or
                enrolled with any court or other authority in its jurisdiction of
                incorporation or organisation (other than the Registrar of Companies
                for
                England and Wales or the relevant maritime registry, to the extent
                applicable) or that any stamp, registration or similar tax be paid
                on or
                in relation to any of the Security
                Documents.

            


    

     

    
      	 	
              4.18

            	
              Borrower's
                Accounts The
                Borrower's Accounts for the year ending 31 December 2005 and all
                other annual financial statements relating to the Borrower required
                to be
                delivered under Clause 10.2.18 of this Agreement, were each prepared
                in
                accordance with GAAP, give (in conjunction with the notes thereto)
                a true
                and fair view of (in the case of annual financial statements) or
                fairly
                represent (in the case of quarterly accounts) the financial condition
                of
                the Borrower Group at the date as of which they were prepared and
                the
                results of the Borrower Group’s operations during the financial period
                then ended.

            


    

     

    
      	 	
              4.19

            	
              Ownership
                and Security

            


    

     

    
      	 	
              4.19.1

            	
              (i) The
                Corporate Guarantor owns (directly or indirectly) a majority of the
                shares
                in the Owners;

            


    

     

    
      	 	
               

            	
              (ii) the
                Borrower owns (directly or indirectly) a majority of the shares in
                the
                Corporate Guarantor;
                and

            


    

     

    
      	 	
               

            	
              (iii) Teekay
                Shipping Corporation owns (directly or indirectly) a majority of
                the
                limited liability company interests in the General
                Partner.

            


    

     

    
      	 	
              4.19.2

            	
              Each
                of the Security Parties is the legal and beneficial owner of all
                assets
                and other property which it purports to charge, mortgage, pledge,
                assign
                or otherwise secure pursuant to each Security Document and those
                Security
                Documents to which it is a party create and give rise to valid and
                effective Security having the ranking expressed in those Security
                Documents.

            


    

     

     

     

     

    
      
        
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              4.20

            	
              Money
                Laundering Any
                amount borrowed hereunder, and the performance of the obligations
                of the
                Security Parties under the Security Documents, will be for the account
                of
                members of the Borrower Group and will not involve any breach by
                any of
                them of any law or regulatory measure relating to "money laundering"
                as
                defined in Article 1 of the Directive (91/308/EEC) of the Council
                of the
                European Communities.

            


    

     

    
      	 	
              4.21

            	
              Adverse
                consequences To
                the best of the Borrower's knowledge the execution, delivery and
                subsequent performance by each of the Security Parties and Finance
                Parties
                of the Security Documents will not have any adverse consequences
                for the
                Finance Parties.

            


    

     

    
      	 	
              4.22

            	
              Representations
                Limited
                The representation and warranties of the Borrower in this Clause
                4 are
                subject to:

            


    

     

    
      	 	
              4.22.1

            	
              the
                principle that equitable remedies are remedies which may be granted
                or
                refused at the discretion of the
                court;

            


    

     

    
      	 	
              4.22.2

            	
              the
                limitation of enforcement by laws relating to bankruptcy, insolvency,
                liquidation, reorganisation, court schemes, moratoria, administration
                and
                other laws generally affecting or limiting the rights of
                creditors;

            


    

     

    
      	 	
              4.22.3

            	
              the
                time barring of claims under any applicable limitation
                acts;

            


    

     

    
      	 	
              4.22.4 

            	
              the
                possibility that a court may strike out provisions for a contract
                as being
                invalid for reasons of oppression, undue influence or similar;
                and

            


    

     

    
      	 	
              4.22.5

            	
              any
                other reservations or qualifications of law expressed in any legal
                opinions obtained by the Agent in connection with the
                Facility.

            



     

     

     

    
      	5  	
              Repayment
                and Prepayment 

            


    

     

    
      	 	
              5.1

            	
              Repayment
                Each
                Drawing shall be repaid by the Borrower to the Agent on behalf of
                the
                Banks on the last day of its Interest Period unless the Borrower
                selects a
                further Interest Period for that Drawing in accordance with Clause
                6,
                provided that the Borrower shall not be permitted to select such
                further
                Interest Period if an Event of Default or Potential Event of Default
                has
                occurred and shall then be obliged to repay such Drawing on the last
                day
                of its then current Interest Period. The Borrower shall on the Termination
                Date repay to the Agent as agent for the Banks all Facility Outstandings.
                The Borrower will cause the aggregate outstanding principal balance
                of
                Distribution Drawings to be zero for a period of at least fifteen
                (15)
                consecutive Business Days during any twelve (12) month
                period.

            


    

     

     

     

     

    
      
        
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              5.2

            	
              Prepayment
                The
                Borrower
                may prepay the Facility Outstandings in whole or in part in integral
                multiples of one million Dollars ($1,000,000) (or as otherwise may
                be
                agreed by the Agent), each such prepayment to be of a minimum amount
                of
                five million Dollars ($5,000,000) on the last day of an Interest
                Period,
                provided that it has first given to the Agent not fewer than five
                (5) days
                prior written notice expiring on the last day of an Interest Period
                of its
                intention to do so. Any notice pursuant to this Clause 5.2 once given
                shall be irrevocable and shall oblige the Borrower to make the prepayment
                referred to in the notice on the last day of the Interest Period
                specified
                in the notice, together with all interest accrued on the amount prepaid
                up
                to and including that last day of the Interest Period in
                question.

            


    

     

    
      	 	
              5.3

            	
              Mandatory
                Prepayment If
                at any time the Facility Outstandings shall exceed the Maximum Facility
                Amount the Borrower shall immediately prepay to the Agent on behalf
                of the
                Banks such amounts as will ensure that the Facility Outstandings
                do not
                exceed the Maximum Facility Amount and shall pay to the Banks all
                interest
                accrued on the amount prepaid up to and including the date on which
                such
                prepayment occurred.

            


    

     

    
      	 	
              5.4

            	
              Prepayment
                indemnity If
                the Borrower shall make a prepayment on a Business Day other than
                the last
                day of an Interest Period, it shall pay to the Agent on behalf of
                the
                Banks such amount which is necessary to compensate the Banks for
                any Break
                Costs incurred by the Agent or any of the Banks as a result of the
                prepayment in question. 

            


    

     

    
      	 	
              5.5

            	
              Application
                of prepayments Any
                prepayment by the Borrower in an amount less than the Indebtedness
                shall
                be applied in satisfaction or reduction first of any costs and other
                expenses outstanding; secondly of all interest accrued with respect
                to the
                outstanding Drawings; and thirdly of the outstanding
                Drawings.

            


    

     

    
      	 	
              5.6

            	
              Reborrowing
                of prepayments Any
                amount prepaid pursuant to this Agreement may be reborrowed in accordance
                with Clause 2.2.

            


    

     

     

     

     

     

    
      
        
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      	6  	
              Interest

            


    

     

    
      	 	
              6.1

            	
              Interest
                Periods
                The period during which any Drawing shall be outstanding pursuant
                to this
                Agreement shall be divided into consecutive Interest Periods of one,
                three, six or twelve months' duration, as selected by the Borrower
                by
                written notice to the Agent not later than 3:00 p.m. on the fourth
                Business Day before the beginning of the Interest Period in question,
                or
                such other duration as may be agreed by the Banks in their discretion.
                No
                more than three one (1) month Interest Periods may be selected by
                the
                Borrower in each twelve (12) month period during the Facility
                Period.

            


    

     

    
      	 	
              6.2

            	
              Beginning
                and end of Interest Periods The
                first Interest Period in respect of each Drawing shall begin on the
                Advance Date of that Drawing and shall end on the last day of the
                Interest
                Period selected in accordance with Clause 6.1. Any subsequent Interest
                Period selected in respect of each Drawing shall commence on the
                day
                following the last day of its previous Interest Period and shall
                end on
                the last day of its current Interest Period selected in accordance
                with
                Clause 6.1. However, in respect of any Drawings outstanding on the
                Termination Date, the Interest Period applicable to such Drawings
                shall
                end on the Termination Date.

            


    

     

    
      	 	
              6.3

            	
              Interest
                rate
                During each Interest Period, interest shall accrue on each Drawing
                at the
                rate determined by the Agent to be the aggregate of (a) the Margin
                (b)
                LIBOR and (c), if applicable, the Mandatory Cost determined at or
                about
                11.00 a.m. (London time) on the second Business Day prior to the
                beginning
                of the Interest Period relating to that Drawing.
                

            


    

     

    
      	 	
              6.4

            	
              Accrual
                and payment of interest During
                the Facility Period, interest
                shall accrue from day to day, shall be calculated on the basis of
                a 360
                day year and the actual number of days elapsed (or, in any circumstance
                where market practice differs, in accordance with the prevailing
                market
                practice) and shall be paid by the Borrower to the Agent on behalf
                of the
                Banks on the last day of each Interest Period and additionally, during
                any
                Interest Period exceeding three months, on the last day of each
                successive three month period after the beginning of that Interest
                Period.

            


    

     

    
      	 	
              6.5

            	
              Ending
                of Interest Periods If
                any Interest Period would end on a day which is not a Business Day,
                that
                Interest Period shall end on the next succeeding Business Day (unless
                the
                next succeeding Business Day falls in the next calendar month, in
                which
                event the Interest Period in question shall end on the immediately
                preceding Business Day).

            


    

     

     

     

     

    
      
        
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              6.6

            	
              Default
                Rate If
                an Event of Default shall occur, the whole of the Indebtedness shall,
                from
                the date of the occurrence of the Event of Default, bear interest
                up to
                the date of actual payment (both before and after judgment) at the
                Default
                Rate, compounded at such intervals as the Agent shall in its reasonable
                discretion determine, which interest shall be payable from time to
                time by
                the Borrower to the Agent on behalf of the Banks on
                demand.

            


    

     

    
      	 	
              6.7

            	
              Determinations
                conclusive Each
                determination of an interest rate made by the Agent in accordance
                with
                Clause 6 shall (save in the case of manifest error or on any question
                of law) be final and conclusive.

            


    

     

    
      	7  	
              Fees

            


    

     

    
      	 	
              7.1

            	
              The
                Borrower shall pay to the Agent for distribution to the Banks Commitment
                Commission at the rate of seventeen point five basis points (17.5bps)
                per
                annum on any undrawn and uncancelled part of the Facility. The Commitment
                Commission will accrue from day to day on the basis of a 360 day
                year and
                the actual number of days elapsed and shall be paid quarterly in
                arrears
                from the Execution Date until the Commitment Termination Date with
                a pro
                rata payment being due and payable on the Commitment Termination
                Date.

            


    

     

    
      	 	
              7.2

            	
              The
                Borrower shall pay to the Agent the fees detailed in a fee letter
                dated on
                or about the date hereof made between the Borrower and the
                Agent.

            


    

     

    
      	8  	
              Security
                Documents

            


    

     

    
      	 	
              8.1

            	
              As
                security for the repayment of the Indebtedness, the Borrower will
                execute
                and deliver to the Agent or cause to be executed and delivered to
                the
                Agent, on or before the first Advance Date, the following Security
                Documents in such forms and containing such terms and conditions
                as the
                Agent requires:-

            


    

     

    
      	 	
              8.1.1

            	
              the
                Owners Guarantee
                the joint and several guarantee and indemnity of each of the Owners
                in
                respect of the Borrower's
                Obligations;

            


    

     

     

     

     

    
      
        
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              8.1.2

            	
              the
                Corporate Guarantee the
                guarantee and indemnity of the Corporate Guarantor in respect of
                the
                Borrower's Obligations;

            


    

     

    
      	 	
              8.1.3

            	
              Shares
                Charges
                a
                pledge of the shares of each of the Owners entered into by the Pledgor
                in
                favour of the Banks; 

            


    

     

    
      	 	
              8.1.4

            	
              the
                Assignments
                deeds of assignment of the Earnings, Insurances, Requisition Compensation
                and Charter Rights executed by the Owners as security for the Owners
                Guarantee; 

            


    

     

    
      	 	
              8.1.5

            	
              the
                Mortgages
                the first priority statutory ship mortgages over each of the Vessels
                executed by the relevant Owner and the Borrower in favour of the
                Banks as
                security for the Owners Guarantee.

            


    

     

    
      	9  	
              Agency
                and Trust

            


    

     

    
      	 	
              9.1

            	
              Appointment
                Each
                of the Finance Parties appoints the Agent its agent for the purpose
                of
                administering the Facility and the Security Documents and authorises
                the
                Agent and its directors, officers, employees and agents acting on
                the
                instructions from time to time of the Majority Banks, and subject
                to
                Clauses 9.4 and 9.19, to execute the Security Documents (other than
                the
                Mortgages and the Shares Charges) on its behalf and to exercise all
                rights, powers, discretions and remedies vested in the Banks under
                or
                pursuant to the Security Documents, together with all powers reasonably
                incidental to them. 

            


    

     

    
      	 	
              9.2

            	
              Authority
                Each
                of the Finance Parties irrevocably authorises the Agent, acting on
                the
                instructions from time to time of the Majority Banks (save where
                the terms
                of any Security Document expressly require the instructions of all
                of the
                Banks):- 

            


    

     

    
      	 	
              9.2.1

            	
              to
                give or withhold any consents or approvals; and


            


    

     

    
      	 	
              9.2.2

            	
              to
                exercise, or refrain from exercising, any discretions; and
                

            


    

     

    
      	 	
              9.2.3

            	
              to
                collect, receive, release or pay any
                money;

            


    

     

    
      	 	
               

            	
              under
                or pursuant to any of the Security Documents. The Agent shall have
                no
                duties or responsibilities as agent or as security trustee other
                than
                those expressly conferred on it by the Security Documents and shall
                not be
                obliged to act on any instructions if to do so would, in the opinion
                of
                the Agent, be contrary to any provision of the Security Documents
                or to
                any law, or would expose the Agent to any actual or potential liability
                to
                any third party.

            


    

     

     

     

     

    
      
        
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              9.3

            	
              Trust
                The
                Agent agrees and declares, and each of the Banks acknowledges, that,
                subject to the terms and conditions of this Clause, the Agent holds
                the
                Trust Property on trust absolutely for (i) the Banks, in accordance
                with
                their respective Proportionate Shares, and (ii) any Future Swap Provider
                provided that such Future Swap Provider enters into a Subordination
                Agreement. Each of the Finance Parties agrees that the obligations,
                rights
                and benefits vested in the Agent in its capacity as security trustee
                shall
                be performed and exercised in accordance with this Clause. The Agent
                in
                its capacity as security trustee shall have the benefit of all of
                the
                provisions of this Agreement benefiting it in its capacity as agent
                for
                the Finance Parties, and all the powers and discretions conferred
                on
                trustees by the Trustee Act 1925 (to the extent not inconsistent
                with this
                Agreement). In addition:-

            


    

     

    
      	 	
              9.3.1

            	
              the
                Agent (and any attorney, agent or delegate of the Agent) may indemnify
                itself or himself out of the Trust Property against all liabilities,
                costs, fees, damages, charges, losses and expenses sustained or incurred
                by it or him in relation to the taking or holding of any of the Trust
                Property or in connection with the exercise or purported exercise
                of the
                rights, trusts, powers and discretions vested in the Agent or any
                other
                such person by or pursuant to the Security Documents or in respect
                of
                anything else done or omitted to be done in any way relating to the
                Security Documents other than as a result of its gross negligence
                or
                wilful misconduct; and

            


    

     

    
      	 	
              9.3.2

            	
              the
                Finance Parties acknowledge that the Agent shall be under no obligation
                to
                insure any property nor to require any other person to insure any
                property
                and shall not be responsible for any loss which may be suffered by
                any
                person as a result of the lack or insufficiency of any insurance;
                and

            


    

     

    
      	 	
              9.3.3

            	
              the
                Agent and the Finance Parties agree that the perpetuity period applicable
                to the trusts declared by this Agreement shall be the period of eighty
                years from the Execution Date.

            


    

     

     

     

     

    
      
        
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              9.4

            	
              Limitations
                on authority Except
                with the prior written consent of each of the Banks, the Agent shall
                not
                be entitled to :-

            


    

     

    
      	 	
              9.4.1

            	
              release
                or vary any security given for the Borrower's obligations under this
                Agreement; nor

            


    

     

    
      	 	
              9.4.2

            	
              agree
                to waive the payment of any sum of money payable by any of the Security
                Parties under the Security Documents;
                nor

            


    

     

    
      	 	
              9.4.3

            	
              change
                the meaning of the expression "Majority
                Banks";
                nor

            


    

     

    
      	 	
              9.4.4

            	
              exercise,
                or refrain from exercising, any discretion, or give or withhold any
                consent, the exercise or giving of which is, by the terms of this
                Agreement, expressly reserved to the Banks;
                nor

            


    

     

    
      	 	
              9.4.5

            	
              extend
                the due date for the payment of any sum of money payable by any of
                the
                Security Parties under the Security Documents;
                nor

            


    

     

    
      	 	
              9.4.6

            	
              take
                or refrain from taking any step if the effect of such action or inaction
                may lead to the increase of the obligations of a Bank under any of
                the
                Security Documents; nor

            


    

     

    
      	 	
              9.4.7

            	
              agree
                to change the currency in which any sum is payable under the Security
                Documents; nor

            


    

     

    
      	 	
              9.4.8

            	
              agree
                to amend this Clause 9.4; nor

            


    

     

    
      	 	
              9.4.9

            	
              agree
                to reduce the rate under the definitions of "Margin"
                "Commitment
                Commission"
                or "Default
                Rate".

            


    

     

    
      	 	
              9.5

            	
              Liability
                Neither
                the Agent nor any of its directors, officers, employees or agents
                shall be
                liable to any of the other Finance Parties for anything done or omitted
                to
                be done by the Agent under or in connection with the Security Documents
                unless as a result of the Agent's wilful misconduct or gross
                negligence.

            


    

     

    
      	 	
              9.6

            	
              Acknowledgement
                Each
                of the Finance Parties (other than the Agent) acknowledges that:-
                

            


    

     

    
      	 	
              9.6.1

            	
              it
                has not relied on any representation made by the Agent or any of
                the
                Agent's directors, officers, employees or agents or by any other
                person
                acting or purporting to act on behalf of the Agent to induce it to
                enter
                into any of the Security Documents;


            


    

     

     

     

    
      
        
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              9.6.2

            	
              it
                has made and will continue to make without reliance on the Agent,
                and
                based on such documents and other evidence as it considers appropriate,
                its own independent investigation of the financial condition and
                affairs
                of the Security Parties in connection with the making and continuation
                of
                the Facility; 

            


    

     

    
      	 	
              9.6.3

            	
              it
                has made its own appraisal of the creditworthiness of the Security
                Parties;

            


    

     

    
      	 	
              9.6.4

            	
              the
                Agent shall not have any duty or responsibility at any time to provide
                it
                with any credit or other information relating to any of the Security
                Parties unless that information is received by the Agent pursuant
                to the
                express terms of the Security Documents.


            


    

     

    
      	 	
               

            	
               Each
                of the Finance Parties (other than the Agent) agrees that it will
                not
                assert nor seek to assert against any director, officer, employee
                or agent
                of the Agent or against any other person acting or purporting to
                act on
                behalf of the Agent any claim which it might have against them in
                respect
                of any of the matters referred to in this
                Clause.

            


    

     

     

    
      	 	
              9.7

            	
              Limitations
                on responsibility The
                Agent shall have no responsibility to any of the Security Parties
                or to
                any of the other Finance Parties on account of:-
                

            


    

     

    
      	 	
              9.7.1

            	
              the
                failure of any of the Finance Parties or of any of the Security Parties
                to
                perform any of their respective obligations under the Security Documents;
                

            


    

     

    
      	 	
              9.7.2

            	
              the
                financial condition of any of the Security Parties;
                

            


    

     

    
      	 	
              9.7.3

            	
              the
                completeness or accuracy of any statements, representations or warranties
                made in or pursuant to any of the Security Documents, or in or pursuant
                to
                any document delivered pursuant to or in connection with any of the
                Security Documents; 

            


    

     

    
      	 	
              9.7.4

            	
              the
                negotiation, execution, effectiveness, genuineness, validity,
                enforceability, admissibility in evidence or sufficiency of any of
                the
                Security Documents or of any document executed or delivered pursuant
                to or
                in connection with any of the Security
                Documents.

            


    

     

     

     

     

    
      
        
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              9.8

            	
              The
                Agent's rights The
                Agent may:-

            


    

     

    
      	 	
              9.8.1

            	
              assume
                that all representations or warranties made or deemed repeated by
                any of
                the Security Parties in or pursuant to any of the Security Documents
                are
                true and complete, unless, in its capacity as the Agent, it has acquired
                actual knowledge to the contrary;
                and

            


    

     

    
      	 	
              9.8.2

            	
              assume
                that no Event of Default or Potential Event of Default has occurred
                unless, in its capacity as the Agent, it has acquired actual knowledge
                to
                the contrary; and 

            


    

     

    
      	 	
              9.8.3

            	
              rely
                on any document or Communication believed by it to be genuine;
                and

            


    

     

    
      	 	
              9.8.4

            	
              rely
                as to legal or other professional matters on opinions and statements
                of
                any legal or other professional advisers selected or approved by
                it;
                and

            


    

     

    
      	 	
              9.8.5

            	
              rely
                as to any factual matters which might reasonably be expected to be
                within
                the knowledge of any of the Security Parties on a certificate signed
                by or
                on behalf of that Security Party;
                and

            


    

     

    
      	 	
              9.8.6

            	
              refrain
                from exercising any right, power, discretion or remedy unless and
                until
                instructed to exercise that right, power, discretion or remedy and
                as to
                the manner of its exercise by the Banks (or, where applicable, by
                the
                Majority Banks) and unless and until the Agent has received from
                the Banks
                any payment which the Agent may require on account of, or any security
                which the Agent may require for, any costs, claims, expenses (including
                legal and other professional fees) and liabilities which it considers
                it
                may incur or sustain in complying with those
                instructions.

            


    

     

    
      	 	
              9.9

            	
              The
                Agent's duties The
                Agent shall:-

            


    

     

    
      	 	
              9.9.1

            	
              if
                requested in writing to do so by a Bank, make enquiry and advise
                the Banks
                as to the performance or observance of any of the provisions of the
                Security Documents by any of the Security Parties or as to the existence
                of an Event of Default; and

            


    

     

     

     

     

    
      
        
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              9.9.2

            	
              inform
                the Banks promptly of any Event of Default of which the Agent has
                actual
                knowledge.

            


    

     

    
      	 	
              9.10

            	
              No
                deemed knowledge The
                Agent shall not be deemed to have actual knowledge of the falsehood
                or
                incompleteness of any representation or warranty made or deemed repeated
                by any of the Security Parties or actual knowledge of the occurrence
                of
                any Event of Default or Potential Event of Default unless a Bank
                or any of
                the Security Parties shall have given written notice thereof to the
                Agent.

            


    

     

    
      	 	
              9.11

            	
              Other
                business The
                Agent may, without any liability to account to the Banks, generally
                engage
                in any kind of banking or trust business with any of the Security
                Parties
                or any of their respective Subsidiaries or associated companies or
                with a
                Bank as if it were not the Agent.

            


    

     

    
      	 	
              9.12

            	
              Indemnity
                The
                Banks shall, promptly on the Agent's request, reimburse the Agent
                in their
                respective Proportionate Shares, for, and keep the Agent fully indemnified
                in respect of:- 

            


    

     

    
      	 	
              9.12.1

            	
              all
                amounts payable by the Borrower to the Agent pursuant to Clause 17
                (other
                than under Clauses 17.3 and 17.4) to the extent that those amounts
                are not
                paid by the Borrower; 

            


    

     

    
      	 	
              9.12.2

            	
              all
                liabilities, damages, costs and claims sustained or incurred by the
                Agent
                in connection with the Security Documents, or the performance of
                its
                duties and obligations, or the exercise of its rights, powers, discretions
                or remedies under or pursuant to any of the Security Documents; or
                in
                connection with any action taken or omitted by the Agent under or
                pursuant
                to any of the Security Documents, unless in any case those liabilities,
                damages, costs or claims arise solely from the Agent's wilful misconduct
                or gross negligence.

            


    

     

    
      	 	
              9.13

            	
              Employment
                of agents In
                performing its duties and exercising its rights, powers, discretions
                and
                remedies under or pursuant to the Security Documents, the Agent shall
                be
                entitled to employ and pay agents to do anything which the Agent
                is
                empowered to do under or pursuant to the Security Documents (including
                the
                receipt of money and documents and the payment of money) and to act
                or
                refrain from taking action in reliance on the opinion of, or advice
                or
                information obtained from, any lawyer, banker, broker, accountant,
                valuer
                or any other person believed by the Agent in good faith to be competent
                to
                give such opinion, advice or
                information.

            


    

     

     

     

     

    
      
        
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              9.14

            	
              Distribution
                of payments The
                Agent shall pay promptly to the order of each of the Banks that Bank's
                Proportionate Share and provided that a Future Swap Provider had
                entered
                into a Subordination Agreement to a Future Swap Provider its share
                of
                every sum of money received by the Agent pursuant to the Security
                Documents (with the exception of any amounts payable pursuant to
                Clause 7
                and any amounts which, by the terms of the Security Documents, are
                paid to
                the Agent for the account of the Agent alone or specifically for
                the
                account of one or more of the Finance Parties) and until so paid
                such
                amount shall be held by the Agent on trust absolutely for that Finance
                Party.

            


    

     

    
      	 	
              9.15

            	
              Reimbursement
                The
                Agent shall have no liability to pay any sum to another Party until
                it has
                itself received payment of that sum. If, however, the Agent does
                pay any
                sum to a Party on account of any amount prospectively due to it pursuant
                to Clause 9.14 or otherwise before it has itself received payment of
                that amount, and the Agent does not in fact receive payment within
                five
                Business Days after the date on which that payment was required to
                be made
                by the terms of the Security Documents, the recipient will, on demand
                by
                the Agent, refund to the Agent an amount equal to the amount received
                by
                it, together with an amount sufficient to reimburse the Agent for
                the cost
                of money for funding the amount in question during the period beginning
                on
                the date on which that amount was required to be paid by the terms
                of the
                Security Documents and ending on the date on which the Agent receives
                reimbursement.

            


    

     

    
      	 	
              9.16

            	
              Redistribution
                of payments Unless
                otherwise agreed between the Finance Parties, if at any time a Finance
                Party receives or recovers by way of set-off, the exercise of any
                lien or
                otherwise other than from any assignee or transferee of or sub-participant
                in that Bank's Commitment, an amount greater than that Bank's
                Proportionate Share of any sum due from any of the Security Parties
                under
                the Security Documents or in the case of a Future Swap Provider (provided
                that such Future Swap Provider has entered into a Subordination Agreement)
                an amount greater than the amount outstanding and due to any Future
                Swap
                Provider under a Master Agreement (the amount of the excess being
                referred
                to in this Clause as the "Excess
                Amount")
                then:-

            


    

     

     

     

     

    
      
        
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              9.16.1

            	
              that
                Finance Party shall promptly notify the Agent (which shall promptly
                notify
                each other Finance Party);

            


    

     

    
      	 	
              9.16.2

            	
              that
                Finance Party shall pay to the Agent an amount equal to the Excess
                Amount
                within ten days of its receipt or recovery of the Excess Amount;
                and

            


    

     

    
      	 	
              9.16.3

            	
              the
                Agent shall treat that payment as if it were a payment by the Security
                Party in question on account of the sum owed to the Finance Parties
                as
                aforesaid and shall account to the Finance Parties in respect of
                the
                Excess Amount in accordance with the provisions of this
                Clause.

            


    

     

    
      	 	
               

            	
              However,
                if a Finance Party has commenced any Proceedings to recover sums
                owing to
                it under the Security Documents and, as a result of, or in connection
                with, those Proceedings has received an Excess Amount, the Agent
                shall not
                distribute any of that Excess Amount to any other Finance Party which
                had
                been notified of the Proceedings and had the legal right to, but
                did not,
                join those Proceedings or commence and diligently prosecute separate
                Proceedings to enforce its rights in the same or another
                court.

            


    

     

     

    
      	 	
              9.17

            	
              Rescission
                of Excess Amount If
                all or any part of any Excess Amount is rescinded or must otherwise
                be
                restored to any of the Security Parties or to any other third party,
                the
                Finance Parties which have received any part of that Excess Amount
                by way
                of distribution from the Agent pursuant to Clause 9.16 shall repay
                to the
                Agent for the account of the Finance Party which originally received
                or
                recovered the Excess Amount, the amount which shall be necessary
                to ensure
                that (i) all of the Banks share rateably in accordance with their
                Proportionate Shares and (ii) subject to any Subordination Agreement
                each
                Future Swap Provider shares in the amount of the receipt or payment
                retained, together with interest on that amount at a rate equivalent
                to
                that (if any) paid by the Finance Party receiving or recovering the
                Excess
                Amount to the person to whom that Finance Party is liable to make
                payment
                in respect of such amount, and Clause 9.16.3 shall apply only to
                the
                retained amount.

            


    

     

    
      
        
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              9.18

            	
              Proceedings
                Each
                of the Finance Parties shall notify one another of the proposed
                commencement of any Proceedings under any of the Security Documents
                prior
                to their commencement. No such Proceedings may be commenced without
                the
                prior written consent of the Majority
                Banks.

            


    

     

    
      	 	
              9.19

            	
              Instructions
                Where
                the Agent is authorised or directed to act or refrain from acting
                in
                accordance with the instructions of the Banks, or of the Majority
                Banks
                where applicable, each of the Banks shall provide the Agent with
                instructions within seven Business Days of the Agent's written request
                or
                such shorter period as the Agent may reasonably specify. If a Bank
                does
                not provide the Agent with instructions within that period, (i) that
                Bank
                shall be bound by the decision of the Agent, (ii) that Bank shall
                have no
                vote for the purposes of this Clause and (iii) the combined Proportionate
                Shares of the other Banks who provided such instructions shall be
                deemed
                to contribute 100%. Nothing in this Clause shall limit the right
                of the
                Agent to take, or refrain from taking, any action without obtaining
                the
                instructions of the Banks if the Agent in its discretion considers
                it
                necessary or appropriate to take, or refrain from taking, such action
                in
                order to preserve the rights of the Banks under or in connection
                with the
                Security Documents. In that event, the Agent will notify the Banks
                of the
                action taken by it as soon as reasonably practicable, and the Banks
                agree
                to ratify any action taken by the Agent pursuant to this
                Clause.

            


    

     

    
      	 	
              9.20

            	
              Communications
                Any
                Communication under this Clause shall be given, delivered, made or
                served,
                in the case of the Agent (in its capacity as Agent or as one of the
                Banks), and in the case of the other Finance Parties, at the address
                indicated in Schedule 1 or such other addresses as shall be duly
                notified
                in writing to the Agent on behalf of the
                Banks.

            


    

     

    
      	 	
              9.21

            	
              Payments
                All amounts payable to a Finance Party under this Clause shall be
                paid to
                such account at such bank as that Finance Party may from time to
                time
                direct in writing to the Agent.

            


    

     

    
      	 	
              9.22

            	
              Retirement
                Subject
                to a successor being appointed in accordance with this Clause, the
                Agent
                may retire as agent and/or security trustee at any time without assigning
                any reason by giving to the Borrower and the other Finance Parties
                notice
                of its intention to do so, in which event the following shall apply:-
                

            


    

     

     

     

     

    
      
        
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              9.22.1

            	
              with
                the consent of the Borrower, not to be unreasonably withheld, the
                other
                Finance Parties may within thirty days after the date of the Agent's
                notice appoint a successor to act as agent and/or security trustee
                or, if
                they fail to do so with the consent of the Borrower, not to be
                unreasonably withheld, the Agent may appoint any other bank or financial
                institution as its successor;

            


    

     

    
      	 	
              9.22.2

            	
              the
                resignation of the Agent shall take effect simultaneously with the
                appointment of its successor on written notice of that appointment
                being
                given to the Borrower and the other Finance Parties;
                

            


    

     

    
      	 	
              9.22.3

            	
              the
                Agent shall thereupon be discharged from all further obligations
                as agent
                and/or security trustee but shall remain entitled to the benefit
                of the
                provisions of this Clause; 

            


    

     

    
      	 	
              9.22.4

            	
              the
                Agent's successor and each of the other parties to this Agreement
                shall
                have the same rights and obligations amongst themselves as they would
                have
                had if that successor had been a party to this
                Agreement.

            


    

     

    
      	 	
              9.23

            	
              No
                fiduciary relationship Except
                as provided in Clauses 9.3 and 9.14, the Agent shall not have any
                fiduciary relationship with or be deemed to be a trustee of or for
                any
                other Finance Party and nothing contained in any of the Security
                Documents
                shall constitute a partnership between any two or more Banks or between
                the Agent and any other Finance
                Party.

            


    

     

    
      	 	
              9.24

            	
              The
                Agent as a Bank The
                expression "the
                Banks"
                when used in the Security Documents includes the Agent in its capacity
                as
                one of the Banks. The Agent shall be entitled to exercise its rights,
                powers, discretions and remedies under or pursuant to the Security
                Documents in its capacity as one of the Banks in the same manner
                as any
                other Bank and as if it were not also the
                Agent.

            


    

     

    
      	 	
              9.25

            	
              The
                Agent as security trustee
                Unless the context otherwise requires, the expression "the
                Agent"
                when used in the Security Documents includes the Agent acting in
                its
                capacities both as agent and security
                trustee.

            


    

     

    
      	 	
              9.26

            	
              Notwithstanding
                the provisions of Clauses 9.1 and 9.2 the Agent shall not carry out
                any
                action or execute any document on behalf of the Banks pursuant to
                its
                rights and powers under the Security Documents until such time as
                the
                Majority Banks have authorised it to do so and each Bank has
                either:

            


    

     

     

     

     

    
      
        
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              (i)

            	
              authorised
                the Agent to take such action or execute such document on its behalf
                or
                

            


    

     

    
      	 	
              (ii)

            	
              taken
                such action as is necessary to execute any such document.
                

            


    

     

    
      	 	
               

            	
              Each
                of the Banks undertakes to the Agent that it will either grant such
                authority or execute such documents within three (3) Business Days
                of the
                Agent notifying the Banks that the Majority Banks have given such
                authority to the Agent. If such authorisation or execution have not
                been
                carried out within such three (3) Banking Days period the Agent shall
                be
                entitled to carry out any action or execute any document on behalf
                of
                those of the Banks that have complied with the provisions of (i)
                or (ii)
                above only, pursuant to its rights and powers under the Security
                Documents. For the avoidance of doubt as between the Borrower, the
                Agent
                and the Banks the Borrower shall not be concerned with the Agent's
                authority to act under the provisions of this Clause
                9

            


    

     

    


    
      	10  	
              Covenants

            


    

     

    The
      Borrower covenants with the Finance Parties in the following terms.

     

    
      	 	
              10.1

            	
              Negative
                covenants 

            


    

     

    The
      Borrower will not:-

     

    
      	 	
              10.1.1

            	
              no
                third party rights without
                the Majority Banks' prior written consent, create or permit to arise
                or
                continue and procure that the Owners do not consent, create, or permit
                to
                arise or continue any Encumbrance on or over all or any part of the
                Vessels or their Earnings or Insurances or the Charters except for
                Permitted Liens; nor

            


    

     

    
      	 	
              10.1.2

            	
              no
                other business
                materially change the nature of its business as carried on at the
                Execution Date and shall procure that there is no material change
                in the
                nature of the business of the Borrower Group as a whole from that
                advised
                to the Agent of the date of this Agreement;
                nor

            


    

     

     

     

     

    
      
        
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              10.1.3

            	
              merger
                or amalgamation
                without the prior written consent of the Majority Banks, permit any
                merger
                or amalgamation, save with another member of the Borrower Group where
                the
                Borrower is to be the only surviving entity;
                nor

            


    

     

    
      	 	
              10.1.4

            	
              no
                change in management
                permit anyone other than the Managers or a subsidiary of Teekay Shipping
                Corporation, the Borrower or a Subsidiary of the Borrower to be appointed
                as commercial or technical managers of the Vessels;
                nor

            


    

     

    
      	 	
              10.1.5

            	
              no
                dealings with a Master Agreement
                assign, novate or encumber or in any other way transfer any of its
                rights
                or obligations under a Master
                Agreement.

            


    

     

    
      	 	
              10.2

            	
              Positive
                covenants

            



     

    
      	 	
              10.2.1

            	
              Other
                information The
                Borrower will promptly supply to the Agent such information and
                explanations as the Majority Banks may from time to time reasonably
                require in connection with the operation of the
                Vessels.

            


    

     

    
      	 	
              10.2.2

            	
              Notification
                of Event of Default The
                Borrower will promptly upon becoming aware of the same notify the
                Agent in
                writing of the occurrence of any Event of Default and upon receipt
                of a
                written request to that effect from the Agent confirm to the Agent
                that
                save as previously notified to the Agent or as notified in such
                confirmation no Event of Default has
                occurred.

            


    

     

    
      	 	
              10.2.3 

            	
              Pari
                Passu
                The Borrower shall ensure that its obligations under this Agreement
                shall
                at all times rank at least pari passu with all of its other present
                and
                future unsecured and unsubordinated indebtedness with the exception
                of any
                obligations which are mandatorily preferred by any applicable laws
                to
                companies generally and not by
                contract.

            


    

     

     

     

     

    
      
        
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              10.2.4 

            	
              Corporate
                Existence
                Save as permitted by Clause 10.1.3, the Borrower shall ensure that
                throughout the Facility Period each of the Security Parties shall
                (i)
                remain duly formed and validly existing under the laws of its respective
                jurisdiction of incorporation (ii) remain authorised to do business
                in the
                jurisdiction in which it transacts its business (iii) continue to
                have the
                power to carry on its business as it is now being conducted and to
                enter
                into and perform its obligations under the Security Documents to
                which it
                is a party and (iv) continue to comply with all applicable laws,
                statutory, regulatory and other requirements relative to its business,
                where a failure so to comply could reasonably be expected to have
                a
                Material Adverse Effect.

            


    

      


    
      	 	
              10.2.5

            	
              Registration
                of Vessels
                The Borrower undertakes to procure that the Owners shall maintain
                the
                registration of the Vessels under the flag indicated in Schedule
                2 (or a
                Pre-Approved Flag or such other flag as the Majority Banks may approve
                in
                writing) for the duration of the Facility Period.
                

            


    

     

    
      	 	
              10.2.6 

            	
              Evidence
                of current COFR
                The Borrower will from time to time on the request of the Agent provide
                the Agent with such evidence as the Agent may reasonably require
                that each
                Vessel has a valid and current Certificate of Financial Responsibility
                pursuant to the United States Oil Pollution Act
                1990.

            


    

     

    
      	 	
              10.2.7

            	
              ISM
                Code compliance
                The Borrower will and will procure that the relevant Owner
                will:-

            


    

     

    
      	 	
              (a) 

            	
              procure
                that each of the Vessels remains for the duration of the Facility
                Period
                subject to a SMS;

            


    

     

    
      	 	
              (b) 

            	
              maintain
                a valid and current SMC for each of the Vessels throughout the Facility
                Period;

            


    

     

    
      	 	
              (c) 

            	
              procure
                that each Company maintains a valid and current DOC throughout the
                Facility Period;

            


    

     

     

     

     

    
      
        
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              (d) 

            	
              immediately
                notify the Agent in writing of any withdrawal, suspension, cancellation
                or
                modification of the SMC of any Vessel or of the DOC of any Company;
                and

            


    

     

    
      	 	
              (e) 

            	
              not
                without the prior written consent of the Agent (which will not be
                unreasonably withheld) change the identity of any Company to any
                company
                which is not a Subsidiary of either the Borrower or Teekay Shipping
                Corporation.

            


    

     

    
      	 	
              10.2.8 

            	
              ISPS
                Code compliance
                The Borrower will and will procure that the relevant Owner
                will:-

            


    

     

    
      	 	
              (a) 

            	
              procure
                that each of the Vessels maintains for the duration of the Facility
                Period
                a valid International Ship Security
                Certificate;

            


    

     

    
      	 	
              (b) 

            	
              procure
                that each of the Vessels' security system and associated security
                equipment complies in all material respects with the applicable
                requirements of Chapter XI-2 of SOLAS and Part A of the ISPS Code;
                and

            


    

     

    
      	 	
              (c) 

            	
              procure
                that an approved ship security plan is in
                place.

            


    

     

    
      	 	
              10.2.9 

            	
              Classification
                The Borrower shall procure that the Owners shall ensure that each
                Vessel
                maintains the highest classification required for the purpose of
                the
                relevant trade of such Vessel which shall be with a Pre-Approved
                Classification Society or such other society as may be acceptable
                to the
                Agent, in each case, free from any overdue recommendations and conditions
                affecting that Vessel’s
                class.

            


    

     

    
      	 	
              10.2.10 

            	
              Master
                Agreements The
                Borrower or any of its Subsidiaries may enter into an ISDA Master
                Agreement or similar arrangement for a notional amount not exceeding
                the
                Facility Outstandings as applicable from time to time and that ISDA
                Master
                Agreement may be designated by the Borrower as a Master Agreement
                for the
                purposes of this Facility and secured by the Security Documents provided
                that the relevant Future Swap Provider enters into a Subordination
                Agreement.

            


    

     

     

     

     

    
      
        
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              10.2.11

            	
              Compliance
                with Applicable Laws
                The Borrower shall comply with all applicable laws to which it may
                be
                subject if a failure to do the same may have a Material Adverse
                Effect.

            


    

     

    
      	 	
              10.2.12

            	
              Inspection
                of records
                The Borrower will permit the inspection of its financial records
                and
                accounts on reasonable notice from time to time during business hours
                by
                the Agent or its nominee.


            


    

     

    
      	 	
              10.2.13 

            	
              Information
                re Charters
                The Borrower will promptly notify the Agent
                of:

            


    

     

    
      	 	
              (i) 

            	
              any
                termination, purported termination or threat by the Charterers to
                terminate either of the Charters;
                or

            


    

     

    
      	 	
              (ii) 

            	
              any
                circumstances where a Vessel is off-hire for a period in excess of
                45
                consecutive days; or

            


    

     

    
      	 	
              (iii) 

            	
              any
                failure of a Charterer to pay hire when due or within 10 Business
                Days of
                the due date; or

            


    

     

    
      	 	
              (iv) 

            	
              if
                a Charterer shall, on three (3) consecutive occasions, pay hire at
                a rate
                that represents a reduction of twenty five per centum (25%) or more
                on the
                full rate of hire.

            


    

     

    
      	 	
              10.2.14 

            	
              Financial
                covenants of the Borrower
                Throughout the Facility Period the Borrower
                shall:-

            



     

    
      	 	
              (i) 

            	
              maintain
                an aggregate to Free Liquidity and undrawn committed revolving credit
                lines available to the Borrower and/or its Subsidiaries (excluding
                undrawn
                committed revolving credit lines with less than six (6) months to
                maturity) of not less than thirty five million Dollars ($35,000,000);
                and

            


    

     

    
      	 	
              (ii) 

            	
              maintain
                a Tangible Net Worth of at least four hundred million Dollars
                ($400,000,000).

            


    

     

     

    
      	 	
              10.2.15

            	
              Financial
                statements The
                Borrower will (i) deliver to the Agent without request copies of
                its
                accounts for each financial period ending during the Facility Period,
                containing (amongst other things) the Borrower's consolidated profit
                and
                loss account for, and balance sheet at the end of, each such financial
                period, prepared in accordance with GAAP and, in the case of the
                annual
                financial statements, audited by a firm of chartered accountants
                (or
                equivalent) acceptable to the
                Agent:

            


    

     

     

     

     

    
      
        
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              (a)

            	
              in
                the case of annual financial statements within one hundred and twenty
                (120) days of the end of the financial year to which they relate
                together
                with a compliance certificate in the form set out in Schedule 7;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of quarterly financial statements within ninety (90) days
                of the
                end of the financial quarter to which they relate
                

            


    

     

    
      	 	
               

            	
              
                together
                  with a compliance certificate in the form set out in Schedule 7
                  and such
                  financial statements shall accurately and fairly represent the
                  financial
                  condition of the Borrower Group. Such financial statements may
                  be provided
                  in electronic form at the Borrower's
                  option.

              

            


    

     

    
      	 	
              10.2.16

            	
              Further
                financial information
                The Borrower shall provide such further financial or other information
                as
                the Agent may reasonably request.

            


    

     

    
      	 	
              10.2.17

            	
              Inspection
                of Property
                The Borrower will, after the occurrence and during the continuance
                of an
                Event of Default or a Potential Event of Default, permit the Agent
                to
                inspect any property owned by it on reasonable notice from the
                Agent.

            


    

     

    
      	 	
              10.2.18

            	
              Notification
                The Borrower will notify the Agent in writing of any Proceedings
                brought
                against it or its Subsidiaries where the same may, if adversely
                determined, have a Material Adverse
                Effect.

            


    

     

    
      	 	
              10.2.19

            	
              Environmental
                Laws The
                Borrower shall ensure that the Owners comply in all material respects
                with
                any applicable Environmental Laws.

            


    

     

     

     

     

    
      
        
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              10.2.20

            	
              Borrower
                Listing The
                Borrower shall remain listed on a recognised stock exchange throughout
                the
                Facility Period.

            


    

     

    
      	 	
              10.2.21

            	
              Insurances
                The
                Borrower shall procure that the Owners comply with the requirements
                to
                insure and maintain the Vessels set out in the respective Deeds of
                Assignment.

            


    

     

    
      	 	
              10.2.22

            	
              Payment
                of Taxes
                The Borrower shall pay, or shall procure that the Owners shall pay,
                all
                Taxes and other obligations due in respect of the Vessels or the
                Indebtedness.

            


    

     

    
      	11  	
              Earnings

            


    

     

    
      	 	
              11.1

            	
              Remittance
                of Earnings Immediately
                upon the occurrence of an Event of Default which is continued unremedied
                or unwaived, the Borrower shall procure that all Earnings and any
                Requisition Compensation are paid to the Earnings Account (to be
                opened in
                the joint names of the Owners with the Account Holder following the
                occurrence of an Event of Default) or to such other account(s) as
                the
                Agent shall from time to time specify by notice in writing to the
                Borrower.

            


    

     

    
      	 	
              11.2

            	
              Earnings
                Account The
                Borrower shall procure that following the occurrence of an Event
                of
                Default which is continued unremedied or unwaived, the Owners shall
                maintain the Earnings Account with the Earnings Account Holder for
                the
                duration of the remainder of the Facility Period free of Encumbrances
                and
                rights of set off other than those created by or under the Finance
                Documents. 

            


    

     

    
      	12  	
              Events Of Default

            


    

     

    
      	 	
              12.1

            	
              The
                Agent's rights If
                any of the events set out in Clause 12.2 occurs, the Agent may at
                its
                discretion (and, on the instructions of the Majority Banks,
                will):

            


    

     

    
      	 	
              12.1.1

            	
              by
                notice to the Borrower declare the Banks to be under no further obligation
                to the Borrower under or pursuant to this Agreement and may (and,
                on the
                instructions of the Majority Banks, will) declare all or any part
                of the
                Indebtedness (including such unpaid interest as shall have accrued
                and any
                Break Costs incurred by the Finance Parties) to be immediately payable,
                whereupon the Indebtedness (or the part of the Indebtedness referred
                to in
                the Agent's notice) shall immediately become due and payable without
                any
                further demand or notice of any kind;
                and/or

            


    

     

     

     

     

    
      
        
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              12.1.2

            	
              declare
                that any undrawn portion of the Facility shall be cancelled, whereupon
                the
                same shall be cancelled and the corresponding Commitment of each
                Bank
                shall be reduced to zero; and/or

            


    

     

    
      	 	
              
                12.1.3

              

            	
              
                exercise
                  any rights and remedies in existence or arising under the Security
                  Documents.

              

            


    

     

    
      	 	
              12.2

            	
              Events
                of Default The
                events referred to in Clause 12.1
                are:-

            


    

     

    
      	 	
              12.2.1

            	
              payment
                default if
                

            


    

     

    
      	 	
              (a)

            	
              the
                Borrower defaults in the payment of any
                part of the Indebtedness when due PROVIDED ALWAYS that if the Borrower
                can
                demonstrate to the reasonable satisfaction of the Agent that they
                have
                given all necessary instructions to effect payment and the non-receipt
                thereof is attributable to an error in the banking system, such Event
                of
                Default shall only occur five (5) Business Days after such payment
                fell
                due; or

            


    

     

    
      	 	
              (b)

            	
              A
                Security Party fails to pay any other amount due from it under a
                Security
                Document and such failure continues unremedied for five (5) Business
                Days or, in the case of sums payable on demand, eight (8) Business
                Days,
                after such demand has been duly made on the relevant Security Party;
                or

            


    

     

     

    
      	 	
              12.2.2

            	
              other
                default if
                any of the Security Parties fails to observe or perform any of the
                covenants, conditions, undertakings, agreements or obligations on
                its part
                contained in any of the Security Documents or shall in any other
                way be in
                breach of or do or cause to be done any act repudiating or evidencing
                an
                intention to repudiate any of the Security Documents and such default
                (if
                in the reasonable opinion of the Majority Banks capable of remedy)
                is not
                remedied within twenty one (21) days after notice of the default
                has been
                given to the Borrower PROVIDED
                ALWAYS
                that any breach of (i) a financial covenant set out in Clause 10.2.17
                or
                (ii) the change of management covenant set out in Clause 10.1.4 shall
                constitute an immediate Event of Default; or


            


    

     

     

     

     

    
      
        
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              12.2.3

            	
              misrepresentation
                or breach of warranty if
                any representation, warranty or statement made, deemed to be made,
                or
                repeated under any of the Security Documents or in any accounts,
                certificate, notice instrument, written statement or opinion delivered
                by
                a Security Party under or in connection with any Security Document
                is
                incorrect or misleading in any material respect when made, deemed
                to be
                made or repeated and gives rise to a Material Adverse Effect;
                or

            


    

     

    
      	 	
              12.2.4

            	
              execution
                if
                a distress or execution or other process of a court or authority
                is levied
                on any of the property of any of the Security Parties before or after
                final judgment or by order of any competent court or authority for
                an
                amount in excess of ten million Dollars ($10,000,000) (in the case
                of the
                Owners), twenty five million Dollars ($25,000,000) (in the case of
                the
                Corporate Guarantor) or fifty million Dollars ($50,000,000) (in the
                case
                of the Borrower) or its equivalent in any other currency and is not
                satisfied or stayed (with a view to being contested in good faith)
                within
                thirty days of levy or any other applicable cure period (if longer);
                or

            


    

     

    
      	 	
              12.2.5

            	
              insolvency
                events if
                any of the Security Parties or their
                Subsidiaries:-

            


    

     

    
      	 	
              (a)

            	
              resolves
                to appoint, or applies for, or consents to the appointment of, a
                receiver,
                administrative receiver, trustee, administrator or liquidator of
                itself or
                of all or part of its assets other than for the purposes of a merger
                or
                amalgamation approved pursuant to Clause 10.1.3;
                or

            


    

     

    
      	 	
              (b)

            	
              is
                unable or admits its inability to pay its debts as they fall due;
                or

            


    

     

    
      	 	
              (c)

            	
              makes
                a general assignment for the benefit of creditors;
                or

            


    

     

    
      	 	
              (d)

            	
              ceases
                trading or threatens to cease trading;
                or

            


    

     

     

     

     

    
      
        
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              (e)

            	
              has
                appointed an Inspector under the Companies Act 1985 or any statutory
                provision which the Agent in its discretion considers analogous thereto;
                or

            


    

     

    
      	 	
              12.2.6

            	
              insolvency
                proceedings if
                any proceedings are commenced or threatened, or any order or judgment
                is
                given by any court, for the bankruptcy, liquidation, winding up,
                administration or re-organisation of any of the Security Parties
                or a
                Material Subsidiary or for the appointment of a receiver, administrative
                receiver, administrator, liquidator or trustee of any of the Security
                Parties or a Material Subsidiary or of all or any material part of
                the
                assets of any of the Security Parties or a Material Subsidiary or
                if any
                person appoints or purports to appoint such receiver, administrative
                receiver, administrator, liquidator or trustee which proceeding is
                not
                discharged within thirty (30) days of its commencement;
                or

            


    

     

    
      	 	
              12.2.7

            	
              impossibility
                or illegality unless
                covered by Clause 15.7, if any event occurs which would, or would
                with the
                passage of time, render performance of any of the Security Documents
                impossible, unlawful or unenforceable by the Banks or the Agent and
                such
                illegality is not remedied or mitigated to the satisfaction of the
                Agent
                within 30 days after it has given notice thereof to the relevant
                Security
                Party; or

            


    

     

    
      	 	
              12.2.8

            	
              conditions
                subsequent if
                any of the conditions set out in Clause 3.2 is not satisfied within
                the
                time reasonably required by the Agent;
                or

            


    

     

    
      	 	
              12.2.9

            	
              revocation
                or modification of consents etc. if
                any material consent, licence, approval or authorisation which is
                now or
                which at any time during the Facility Period becomes necessary to
                enable
                any of the Security Parties to comply with any of their obligations
                in or
                pursuant to any of the Security Documents is revoked, withdrawn or
                withheld, or modified in a manner which the Agent reasonably considers
                is,
                or may be, prejudicial to the interests of the Banks in a material
                manner,
                or any material consent, licence, approval or authorisation ceases
                to
                remain in full force and effect; or

            


    

     

     

     

     

     

    
      
        
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              12.2.10

            	
              curtailment
                of business if
                the business of any of the Security Parties is wholly or materially
                curtailed by any intervention by or under authority of any government,
                or
                if all or a substantial part of the undertaking, property or assets
                of any
                of the Security Parties is seized, nationalised, expropriated or
                compulsorily acquired by or under authority of any government or
                any
                Security Party disposes or threatens to dispose of a substantial
                part of
                its business or assets; or

            


    

     

    
      	 	
              12.2.11

            	
              acceleration
                of other indebtedness if
                any other indebtedness or obligation for borrowed money of any of
                the
                Security Parties becomes due prior to its stated maturity by reason
                of
                default on the part of that Security Party, or is not repaid or satisfied
                on the due date for its repayment (or within any applicable grace
                period)
                or any such other loan, guarantee or indebtedness becomes enforceable
                save
                for amounts of less than ten million Dollars ($10,000,000) (in the
                case of
                the Owners), twenty five million Dollars ($25,000,000) (in the case
                of the
                Corporate Guarantor) or fifty million Dollars ($50,000,000) (in the
                case
                of the Borrower) in aggregate, or its equivalent in any other currency;
                or

            


    

     

    
      	 	
              12.2.12

            	
              reduction
                of capital If
                any of the Security Parties reduces its authorised or issued or subscribed
                capital; or

            


    

     

    
      	 	
              12.2.13

            	
              challenge
                to registration if
                the registration of any Vessel or any Mortgage becomes void or voidable
                or
                liable to cancellation or termination;
                or

            


    

     

    
      	 	
              12.2.14

            	
              war
                if
                the country of registration of any Vessel becomes involved in war
                (whether
                or not declared) or civil war or is occupied by any other power and
                the
                Agent reasonably considers that, as a result, the security conferred
                by
                the Security Documents is materially prejudiced;
                or

            


    

     

    
      	 	
              12.2.15

            	
              notice
                of termination if
                the Corporate Guarantor gives notice to the Agent to determine its
                obligations under its Corporate Guarantee or either Owner gives notice
                to
                the Agent to determine its obligations under the Owners Guarantee;
                or

            


    

     

     

     

     

     

    
      
        
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              12.2.16

            	
              material
                adverse change etc. if
                at any time there shall occur a change in the business or operations
                of a
                Security Party or a change in the financial condition of any Security
                Party which, in the reasonable opinion of the Majority Banks, materially
                impairs such Security Party's ability to discharge its obligations
                under
                the Security Documents to which it is a party in the manner provided
                therein and such change, if capable of remedy, is not so remedied
                within
                15 Business Days of the delivery of a notice confirming such change
                by the
                Agent to the relevant Security Party; or


            


    

     

     

    
      	 	
              12.2.17

            	
              final
                judgements
                if
                any of the Security Parties fails to comply with any non appealable
                court
                order or fails to pay a final unappealable judgment against it, in
                either
                case, in excess of ten million Dollars ($10,000,000) (in the case
                of the
                Owners), twenty five million Dollars ($25,000,000) in the case of
                the
                Corporate Guarantor or fifty million Dollars ($50,000,000) (in the
                case of
                the Borrower) which remains unsettled for fourteen (14) days;
                or

            


    

     

    
      	 	
              12.2.18

            	
              loss
                of stock market listing
                if
                the Borrower ceases to be listed on a recognised stock exchange;
                or

            


    

     

    
      	 	
              12.2.19

            	
              similar
                event any
                event occurs which, under the laws of any jurisdiction, has a similar
                or
                analogous effect to any of those events mentioned in Clauses 12.2.4,
                12.2.5 and 12.2.6; or

            


    

     

    
      	 	
              12.2.20

            	
              environmental
                matters

            


    

     

    
      	 	
              (a)

            	
              any
                Environmental Claim is pending or made against an Owner or any of
                the
                Owner's Environmental Affiliates or in connection with a Vessel,
                where
                such Environmental Claim has a Material Adverse Effect;
                

            


    

     

    
      	 	
              (b)

            	
              any
                actual Environmental Incident occurs in connection with a Vessel,
                where
                such Environmental Incident has a Material Adverse Effect;
                or

            


    

     

     

     

     

     

    
      
        
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              12.2.21

            	
              repudiation
                any Security Party repudiates any Security Document to which it is
                a party
                or does or causes to be done any act or thing evidencing an intention
                to
                repudiate any such Security Documents;
                or

            


    

     

    
      	 	
              12.2.22

            	
              Change
                of Control a
                Change of Control occurs in relation to any of the Owners, the Corporate
                Guarantor or the General Partner;
                or

            



     

    
      	 	
              12.2.23

            	
              termination
                of a Charter
                if
                (a) either of the Owners is in material breach of the Charter relative
                to
                its Vessel such that a right of the Charterer to terminate or treat
                as
                repudiated that Charter has arisen or (b) either of the Charters
                is
                terminated by the Charterers (save where a Charterer has exercised
                its
                contractual rights to early termination under a Charter and made
                any
                corresponding payments); or

            


    

     

    
      	 	
              12.2.24

            	
              insurances
                and class
                if
                the Owners fail to comply with the Insurance obligations outlined
                in the
                relevant Deed of Assignment or a Vessel has its classification withdrawn
                by the relevant Classification Society PROVIDED THAT if such breach
                is (in
                the opinion of the Agent in its absolute discretion) capable of remedy
                such Event of Default shall only occur if the breach is not remedied
                to
                the satisfaction of the Agent within twenty one (21)
                days.

            


    

     

    
      	 	
              12.3

            	
              Events
                of Default in the Mortgage
                In
                the event of there being any conflict between the Events of Default
                listed
                in this Clause 12 and the events listed in Clause 5.1.1 of the Mortgages
                the Events of Default listed in this Clause 12 shall
                prevail.

            


    

     

     

    
      	13  	
              Application
                of Monies

            


    

     

    
      	 	
              13.1

            	
              Master
                Agreement rights The
                rights conferred on a Future Swap Provider by this Clause 13 shall
                be in
                addition to, and without prejudice to or limitation of, the rights
                of
                netting and set off conferred on such Future Swap Provider by the
                relevant
                Master Agreement. 

            


    

     

    
      	 	
              13.2

            	
              Application
                Whilst
                an Event of Default is continuing unremedied or unwaived, the Borrower
                irrevocably authorises the Agent to apply all sums which the Agent
                may
                receive:-

            


    

     

    
      
        
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              13.2.1 

            	
              pursuant
                to a sale or other disposition of a Vessel or any right, title or
                interest
                in a Vessel; or

            


    

     

    
      	 	
              13.2.2

            	
              by
                way of payment to the Agent of any sum in respect of the Insurances,
                Earnings or Requisition Compensation of a Vessel;
                or

            


    

     

    
      	 	
              13.2.3

            	
              otherwise
                arising under or in connection with any of the Security
                Documents

            


    

     

    
      	 	
               

            	
              in
                or towards satisfaction, or by way of retention on account, of the
                Indebtedness, in such manner as the Agent may in its discretion determine
                PROVIDED THAT any part of the Indebtedness arising out of a Master
                Agreement shall be satisfied only after every other part of the
                Indebtedness for the time being due and payable has been satisfied
                in
                full.

            


    

     

     

    
      	14  	
              Assignment and
                Sub-Participation

            


    

     

    
      	 	
              14.1

            	
              Right
                to assign Subject
                always to the provisions of clause 14.7 each of the Banks may assign
                or
                transfer to any other bank or financial institution all or any of
                its
                rights under or pursuant to the Security Documents or assign or grant
                sub-participations in all or any part of its Commitment provided
                that each
                such assignment, transfer or sub-participation shall (unless the
                assignment transfer or sub-participation is to another Bank or an
                affiliate of a Bank) be in a minimum amount of five million Dollars
                ($5,000,000) and with the prior written consent of the Borrower (which
                shall not be unreasonably withheld and which shall be deemed given
                if no
                response shall be received within ten (10) Business Days of a request
                or
                at any time whilst an Event of Default is in
                existence).

            


    

     

    
      	 	
              14.2

            	
              Borrower's
                co-operation The
                Borrower will co-operate fully and will procure that the other Security
                Parties co-operate fully with the Banks in connection with any assignment,
                transfer or sub-participation pursuant to Clause 14.1; will execute
                and
                procure the execution of such documents as the Banks may require
                in
                connection therewith; and irrevocably authorise each of the Finance
                Parties to disclose to any proposed assignee, transferee or
                sub-participant (whether before or after any assignment, transfer
                or
                sub-participation and whether or not any assignment, transfer or
                sub-participation shall take place) all information relating to the
                Security Parties, the Facility or the Security Documents which each
                such
                Finance Party may in its discretion consider necessary or desirable
                (subject to any duties of confidentiality applicable to the Banks
                generally). 

            


    

     

    
      
        
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              14.3

            	
              Rights
                of assignee Any
                assignee or transferee of a Bank shall (unless limited by the express
                terms of the assignment or transfer) take the full benefit of every
                provision of the Security Documents benefiting that Bank.
                

            


    

     

    
      	 	
              14.4

            	
              Transfer
                Certificates
                If
                any Bank wishes to transfer all or any of its Commitment as contemplated
                in Clause 14.1 then such transfer may be effected by the delivery
                to the
                Agent of a duly completed and duly executed Transfer Certificate
                in which
                event, on the later of the Transfer Date specified in such Transfer
                Certificate and the fifth Business Day after the date of delivery
                of such
                Transfer Certificate to the Agent:

            


    

     

    
      	 	
              14.4.1

            	
              to
                the extent that in such Transfer Certificate the Bank which is a
                party
                thereto seeks to transfer its Commitment in whole, the Borrower and
                such
                Bank shall be released from further obligations towards each other
                under
                this Agreement and their respective rights against each other shall
                be
                cancelled other than existing claims against such Bank for breach
                of this
                Agreement (such rights, benefits and obligations being referred to
                in this
                Clause 14.4 as "discharged
                rights and obligations");

            


    

     

    
      	 	
              14.4.2

            	
              the
                Borrower and the Transferee which is a party thereto shall assume
                obligations towards each other and/or acquire rights against each
                other
                which differ from such discharged rights and obligations only insofar
                as
                the Borrower and such Transferee have assumed and/or acquired the
                same in
                place of the Borrower and such
                Bank;

            


    

     

    
      	 	
              14.4.3

            	
              the
                Finance Parties and the Transferee shall acquire the same rights
                and
                benefits and assume the same obligations between themselves as they
                would
                have acquired and assumed had such Transferee been an original party
                to
                this Agreement as a Bank with the rights, benefits and/or obligations
                acquired or assumed by it as a result of such transfer;
                and

            


    

     

    
      	 	
              14.4.4

            	
              the
                Transferee shall pay to the Agent a transfer fee of four thousand
                Dollars
                ($4,000). Subject to the provision of Clause 17.3, any expense incurred
                in
                connection with any Spanish registration requirements resulting from
                any
                such assignment or transfer, including but not limited to any registration
                requirements in respect of the Mortgages and any legal fees, notarial
                fees
                and other registration taxes and fees) shall be for the cost of the
                Transferee.

            


    

     

    
      
        
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              14.5

            	
              Power
                of Attorney In
                order to give effect to each Transfer Certificate the Finance Parties
                and
                the Borrower each hereby irrevocably and unconditionally appoint
                the Agent
                as its true and lawful attorney and/or irrevocably authorise with
                full
                power to execute on their respective behalves each Transfer Certificate
                delivered to the Agent pursuant to Clause 14.4 without the Agent
                being
                under any obligation to take any further instructions from or give
                any
                prior notice to, any of the Finance Parties or, subject to the Borrower's
                rights under Clause 14.1, the Borrower before doing so and the Agent
                shall
                so execute each such Transfer Certificate on behalf of the other
                Finance
                Parties and the Borrower immediately on their receipt of the same
                pursuant
                to Clause 14.4.

            


    

     

    
      	 	
              14.6

            	
              Notification
                The
                Agent shall promptly notify the other Finance Parties, the Transferee
                and
                the Borrower on the execution by it of any Transfer Certificate together
                with details of the amount transferred, the Transfer Date and the
                parties
                to such transfer.

            


    

     

    
      	 	
              14.7

            	
              Transfer
                of the Loan Agreement by KfW. Notwithstanding
                the provisions of Clause 14.1 KfW may transfer all its rights and
                obligations under this Agreement to a KfW Subsidiary with effect
                from
                1 January 2008 or any later date. By signing this Agreement the
                Borrower consents to such a transfer. KfW or the KfW Subsidiary will
                inform the Borrower of the date on which the transfer of KfW’s rights and
                obligations to the KfW Subsidiary takes effect. In this connection
                the
                following will apply:

            



     

    
      	 	
              14.7.1

            	
              Deductions
                and Increased costs. If,
                by reason of circumstances already existing at the transfer date,
                the
                Borrower would be obliged to make a payment to the KfW Subsidiary
                under
                Clauses 15.2, 15.3 or 15.6, it need pay the KfW Subsidary only such
                an
                amount as it would have been obliged to pay KfW if the transfer had
                not
                occurred.

            


    

     

    
      
        
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              14.7.2

            	
              Costs.
                KfW
                will pay all costs incurred as a result of or in connection with
                such
                transfer.

            


    

     

    
      	 	
               

            	
              For
                the purposes of this Clause KfW
                Subsidiary means
                a company which within the meaning of section 15 ff. German Stock
                Corporation Act (Aktiengesetz)
                is directly or indirectly (i) majority owned (im
                Mehrheitsbesitz)
                by KfW or (ii) controlled (abh’ngig)
                by KfW.

            


    

     

    
      	 	
              14.8

            	
              Disclosure
                of information. In
                connection with any transfer under Clause 14.7 KfW
                may disclose confidential information to the KfW Subsidiary or its
                agents
                or its legal advisors.

            


    

     

    
      	 	
              14.9

            	
              Mitigation
                If
                a transfer is to take place under Clause 14.7 then, without in any
                way
                limiting the rights of KfW under Clauses 15.2, 15.3 or 15.6, KfW
                shall
                take reasonable steps to mitigate any circumstances which arise and
                which
                would result in any amount becoming payable under or pursuant to
                Clauses
                15.2, 15.3 or 15.6 and it shall co-operate in completing any procedural
                formalities necessary for the Borrower to obtain authorisation to
                make any
                payment under Clauses 15.2, 15.3 and 15.6 without a deduction or
                withholding.

            


    

     

    
      	15  	
              Payments,
                Mandatory Prepayment, Reserve Requirements and
                Illegality

            


    

     

    
      	 	
              15.1

            	
              Payments
                All
                amounts payable by the Borrower under or pursuant to any of the Security
                Documents shall be paid to such accounts at such banks as the Agent
                may
                from time to time direct to the Borrower and shall be paid in Dollars
                in
                same day funds (or such funds as are required by the authorities
                in the
                United States of America for settlement of international payments
                for
                immediate value). Payments shall be deemed to have been received
                by the
                Agent on the date on which the Agent receives authenticated advice
                of
                receipt, unless that advice is received by the Agent on a day other
                than a
                Business Day or at a time of day (whether on a Business Day or not)
                when
                the Agent in its reasonable discretion considers that it is impossible
                or
                impracticable for the Agent to utilise the amount received for value
                that
                same day, in which event the payment in question shall be deemed
                to have
                been received by the Agent on the Business Day next following the
                date of
                receipt of advice by the Agent.

            


    

     

    
      
        
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              15.2

            	
              No
                deductions or withholdings All
                payments (whether of principal or interest or otherwise) to be made
                by the
                Borrower pursuant to the Security Documents shall, subject only to
                Clause
                15.3, be made free and clear of and without deduction for or on account
                of
                any Taxes or other deductions, withholdings, restrictions, conditions
                or
                counterclaims of any nature, and the Borrower will not claim any
                equity in
                respect of any payment due from it to the Banks or to the Agent under
                or
                in relation to any of the Security
                Documents.

            


    

     

    
      	 	
              15.3

            	
              Grossing-up
                If
                at any time any law requires (or is interpreted to require) the Borrower
                to make any deduction or withholding from any payment, or to change
                the
                rate or manner in which any required deduction or withholding is
                made, the
                Borrower will promptly notify the Agent and, simultaneously with
                making
                that payment, will pay to the Agent whatever additional amount (after
                taking into account any additional Taxes on, or deductions or withholdings
                from, or restrictions or conditions on, that additional amount) is
                necessary to ensure that, after making the deduction or withholding,
                the
                Agent and the Banks receive a net sum equal to the sum which they
                would
                have received had no deduction or withholding been made.
                

            


    

     

    
      	 	
              15.4

            	
              Evidence
                of deductions If
                at any time the Borrower is required by law to make any deduction
                or
                withholding from any payment to be made by it pursuant to any of
                the
                Security Documents, the Borrower will pay the amount required to
                be
                deducted or withheld to the relevant authority within the time allowed
                under the applicable law and will, no later than thirty days after
                making
                that payment, deliver to the Agent an original receipt issued by
                the
                relevant authority, or other evidence reasonably acceptable to the
                Agent,
                evidencing the payment to that authority of all amounts required
                to be
                deducted or withheld. If
                the Borrower makes any deduction or withholding from any payment
                under or
                pursuant to any of the Security Documents, and a Bank subsequently
                receives a refund or allowance from any tax authority which that
                Bank at
                its sole discretion identifies as being referable to that deduction
                or
                withholding, that Bank shall, as soon as reasonably practicable,
                pay to
                the Borrower an amount equal to the amount of the refund or allowance
                received, if and to the extent that it may do so without prejudicing
                its
                right to retain that refund or allowance and without putting itself
                in any
                worse financial position than that in which it would have been had
                the
                deduction or withholding not been required to have been made. Nothing
                in
                this Clause shall be interpreted as imposing any obligation on any
                Bank to
                apply for any refund or allowance nor as restricting in any way the
                manner
                in which any Bank organises its tax affairs, nor as imposing on any
                Bank
                any obligation to disclose to the Borrower any information regarding
                its
                tax affairs or tax computations. All costs and expenses incurred
                by any
                Bank in obtaining or seeking to obtain a refund or allowance from
                any tax
                authority pursuant to this Clause shall be for the Borrower's
                account.

            


    

     

    
      
        
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              15.5

            	
              Adjustment
                of due dates If
                any payment to be made under any of the Security Documents, other
                than a
                payment of interest on the Facility (to which Clause 6.5 applies),
                shall
                be due on a day which is not a Business Day, that payment shall be
                made on
                the next succeeding Business Day (unless the next succeeding Business
                Day
                falls in the next calendar month in which event the payment shall
                be made
                on the next preceding Business Day). Any such variation of time shall
                be
                taken into account in computing any interest in respect of that
                payment.

            


    

     

    
      	 	
              15.6

            	
              Change
                in law If,
                by reason of the introduction of any law, or any change in any law,
                or the
                interpretation or administration of any law, or in compliance with
                any
                request or requirement from any central bank or any fiscal, monetary
                or
                other authority:-

            


    

     

    
      	 	
              15.6.1

            	
              any
                Finance Party (or the holding company of any Finance Party) shall
                be
                subject to any Tax with respect to payments of all or any part of
                the
                Indebtedness; or

            


    

     

    
      	 	
              15.6.2

            	
              the
                basis of Taxation of payments to any Finance Party in respect of
                all or
                any part of the Indebtedness shall be changed;
                or

            


    

     

    
      	 	
              15.6.3

            	
              any
                reserve requirements shall be imposed, modified or deemed applicable
                against assets held by or deposits in or for the account of or loans
                by
                any branch of any Finance Party or its direct or indirect holding
                company;
                or

            


    

     

    
      	 	
              15.6.4

            	
              any
                ratio (whether cash, capital adequacy, liquidity or otherwise) which
                any
                Finance Party or its direct or indirect holding company is required
                or
                requested to maintain shall be affected;
                or

            


    

     

    
      
        
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              15.6.5

            	
              there
                is imposed on any Finance Party (or on the direct or indirect holding
                company of any Finance Party) any other condition in relation to
                the
                Indebtedness or the Security Documents;


            


    

     

    
      	 	
               

            	
              and
                the result of any of the above shall be to increase the cost to any
                Bank
                (or to the direct or indirect holding company of any Bank) of that
                Bank
                making or maintaining its Commitment or its Drawing, or to cause
                any
                Finance Party to suffer (in its reasonable opinion) a material reduction
                in the rate of return on its overall capital below the level which
                it
                reasonably anticipated at the Execution Date and which it would have
                been
                able to achieve but for its entering into this Agreement and/or performing
                its obligations under this Agreement, the Finance Party affected
                shall
                notify the Agent and, on demand to the Borrower by the Agent, the
                Borrower
                shall from time to time pay to the Agent for the account of the Finance
                Party affected the amount which shall compensate that Finance Party
                or the
                Agent (or the relevant holding company) for such additional cost
                or
                reduced return. A certificate signed by an authorised signatory of
                the
                Agent or of the Finance Party affected setting out the amount of
                that
                payment and the basis of its calculation shall be submitted to the
                Borrower and shall be conclusive evidence of such amount save for
                manifest
                error or on any question of law.

            


    

     

     

    
      	 	
              15.7

            	
              Illegality
                and impracticality Notwithstanding
                anything contained in the Security Documents, the obligations of
                a Bank to
                advance or maintain its Commitment shall terminate in the event that
                a
                change in any law or in the interpretation of any law by any authority
                charged with its administration shall make it unlawful for that Bank
                to
                advance or maintain its Commitment. In such event the Bank affected
                shall
                notify the Agent and the Agent shall, by written notice to the Borrower,
                declare that Bank's obligations to be immediately terminated. If
                all or
                any part of the Facility shall have been advanced by the Banks to
                the
                Borrower the portion of the Indebtedness (including all accrued interest)
                advanced by the Bank so affected shall be prepaid within thirty days
                from
                the date of such notice, or sooner if illegality is determined. Clause
                5.4
                shall apply to that prepayment if it is made on a day other than
                the last
                day of an Interest Period. During that period, the affected Bank
                shall
                negotiate in good faith with the Borrower to find an alternative
                method or
                lending base in order to maintain the
                Facility.

            


    

     

    
      
        
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              15.8

            	
              Changes
                in market circumstances If
                at any time a Bank determines (which determination shall be final
                and
                conclusive and binding on the Borrower) that, by reason of changes
                affecting the London Interbank market, adequate and fair means do
                not
                exist for ascertaining the rate of interest on the Facility or any
                part
                thereof pursuant to this
                Agreement:-

            


    

     

    
      	 	
              15.8.1

            	
              that
                Bank shall give notice to the Agent and the Agent shall give notice
                to the
                Borrower of the occurrence of such event;
                and

            


    

     

    
      	 	
              15.8.2

            	
              the
                Agent shall as soon as reasonably practicable certify to the Borrower
                in
                writing the effective cost to that Bank of maintaining its Commitment
                for
                such further period as shall be selected by that Bank and the rate
                of
                interest payable by the Borrower for that period; or, if that is
                not
                acceptable to the Borrower, 

            


    

     

    
      	 	
              15.8.3

            	
              the
                Agent in accordance with instructions from that Bank and subject
                to that
                Bank's approval of any agreement between the Agent and the Borrower,
                will
                negotiate with the Borrower in good faith with a view to modifying
                this
                Agreement to provide a substitute basis for that Bank’s Commitment which
                is financially a substantial equivalent to the basis provided for
                in this
                Agreement. 

            


    

     

    
      	 	
               

            	
              If,
                within thirty days of the giving of the notice referred to in
                Clause 15.8.1, the Borrower and the Agent fail to agree in writing on
                a substitute basis for such Bank’s Commitment the Borrower will
                immediately prepay the amount of such Bank’s Commitment and the Maximum
                Facility Amount will automatically decrease by the amount of such
                Commitment and such decrease shall not be reversed. Clause 5.4 shall
                apply
                to that prepayment if it is made on a day other than the last day
                of an
                Interest Period.

            


    

     

     

    
      	 	
              15.9

            	
              Non-availability
                of currency If
                a Bank is for any reason unable to obtain Dollars in the London Interbank
                market and is, as a result, or as a result of any other contingency
                affecting the London Interbank market, unable to advance or maintain
                its
                Commitment in Dollars, that Bank shall give notice to the Agent and
                the
                Agent shall give notice to the Borrower and that Bank's obligations
                to
                make the Facility available shall immediately cease. In that event,
                if all
                or any part of the Facility shall have been advanced by that Bank
                to the
                Borrower, the Agent in accordance with instructions from that Bank
                and
                subject to that Bank's approval of any agreement between the Agent
                and the
                Borrower, will negotiate with the Borrower in good faith with a view
                to
                establishing a mutually acceptable basis for funding the Facility
                or
                relevant part thereof from an alternative source. If the Agent and
                the
                Borrower have failed to agree in writing on a basis for funding the
                Facility or relevant part thereof from an alternative source by 11.00
                a.m.
                on the second Business Day prior to the end of the then current relevant
                Interest Period, the Borrower will (without prejudice to its other
                obligations under or pursuant to this Agreement, including, without
                limitation, its obligation to pay interest on the Facility, arising
                on the
                expiry of the then relevant Interest Period) prepay the Indebtedness
                (or
                relevant part thereof) to the Agent on behalf of that Bank on the
                expiry
                of the then current relevant Interest Period.


            


    

     

    
      
        
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      	16  	
              Communications

            


    

     

    
      	 	
              16.1

            	
              Method
                Except for Communications pursuant to Clause 9, which shall be made
                or
                given in accordance with Clause 9.20, any Communication may be given,
                delivered, made or served (as the case may be) under or in relation
                to
                this Agreement by letter or fax and shall be in the English language
                and
                sent addressed:- 

            


    

     

    
      	 	
              16.1.1

            	
              in
                the case of any of the Finance Parties to the Agent at its address
                at the
                head of this Agreement (fax no:+44 20 7767 7324) marked for the attention
                of: the Agency Department; and 

            


    

     

    
      	 	
              16.1.2

            	
              in
                the case of the Borrower to the Communications
                Address;

            


    

     

    
      	 	
               

            	
              or
                to such other address or fax number as the Agent or the Borrower
                may
                designate for themselves by written notice to the
                others.

            


    

     

    
      	 	
              16.2

            	
              Timing
                A
                Communication shall be deemed to have been duly given, delivered,
                made or
                served to or on, and received by a party to this Agreement:-
                

            


    

     

    
      	 	
              16.2.1

            	
              in
                the case of a fax when the sender receives one or more transmission
                reports showing the whole of the Communication to have been transmitted
                to
                the correct fax number; 

            


    

     

    
      
        
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              16.2.2

            	
              if
                delivered to an officer of the relevant party or (in the case of
                the
                Borrower) left at the Communications Address at the time of delivery
                or
                leaving; or 

            


    

     

    
      	 	
              16.2.3

            	
              if
                posted, at 9.00 a.m. on the fifth Business Day after posting by prepaid
                first class post. PROVIDED ALWAYS that Communications to the Agent
                and (to
                the extent that they relate to the matters specified in Clause 9.4
                only)
                the Banks shall be effective only upon
                receipt.

            


    

     

    
      	 	
               

            	
              Any
                Communication by fax shall be promptly confirmed in writing by post
                or
                hand delivery.

            


    

     

    
      	17  	
              General
                Indemnities

            


    

     

    
      	 	
              17.1

            	
              Currency
                In
                the event of any Finance Party receiving or recovering any amount
                payable
                under any of the Security Documents in a currency other than the
                Currency
                of Account, and if the amount received or recovered is insufficient
                when
                converted into the Currency of Account at the date of receipt to
                satisfy
                in full the amount due, the Borrower shall, on the Agent's written
                demand,
                pay to the Agent such further amount in the Currency of Account as
                is
                sufficient to satisfy in full the amount due and that further amount
                shall
                be due to the Agent on behalf of the Finance Parties as a separate
                debt
                under this Agreement.

            


    

     

    
      	 	
              17.2

            	
              Costs
                and expenses The
                Borrower will, within fourteen (14) days of the Agent's written demand,
                reimburse the Agent (on behalf of each of the Finance Parties) for
                all
                reasonable out of pocket expenses including internal and external
                legal
                costs (including stamp duty, Value Added Tax or any similar or replacement
                tax if applicable) of and incidental to:-


            


    

     

    
      	 	
              17.2.1

            	
              the
                negotiation, syndication, preparation, execution and registration
                of the
                Security Documents (whether or not any of the Security Documents
                are
                actually executed or registered and whether or not all or any part
                of the
                Facility is advanced); 

            


    

     

    
      	 	
              17.2.2

            	
              any
                amendments, addenda or supplements to any of the Security Documents
                (whether or not completed); 

            


    

     

    
      
        
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              17.2.3

            	
              any
                other documents which may at any time be required by any Finance
                Party to
                give effect to any of the Security Documents or which any Finance
                Party is
                entitled to call for or obtain pursuant to any of the Security Documents;
                and

            


    

     

    
      	 	
              17.2.4

            	
              the
                exercise of the rights, powers, discretions and remedies of the Finance
                Parties under or pursuant to the Security
                Documents.

            


    

     

    
      	 	
              17.3

            	
              Events
                of Default The
                Borrower shall indemnify the Finance Parties from time to time on
                demand
                against all losses and costs incurred or sustained by any Finance
                Party as
                a consequence of any Event of Default, including (without limitation)
                any
                Break Costs and any costs of assignment of transfer (as envisaged
                by
                Clause 14.4.4) following and during the continuance of an Event of
                Default. 

            


    

     

    
      	 	
              17.4

            	
              Funding
                costs
                The Borrower shall indemnify the Finance Parties from time to time
                on
                demand against all losses and costs incurred or sustained by any
                Finance
                Party if, for any reason due to a default or other action by the
                Borrower,
                any Drawing is not advanced to the Borrower after the relevant Drawdown
                Notice has been given to the Agent, or is advanced on a date other
                than
                that requested in the Drawdown Notice, including (without limitation)
                any
                Break Costs.

            


    

     

    
      	 	
              17.5

            	
              Protection
                and enforcement The
                Borrower shall indemnify the Finance Parties from time to time on
                demand
                against all losses, costs and liabilities which any Finance Party
                may from
                time to time sustain, incur or become liable for in or about the
                protection, maintenance or enforcement of the rights conferred on
                the
                Finance Parties by the Security Documents or in or about the exercise
                or
                purported exercise by the Finance Parties of any of the rights, powers,
                discretions or remedies vested in them under or arising out of the
                Security Documents, including (without limitation) any losses, costs
                and
                liabilities which any Finance Party may from time to time sustain,
                incur
                or become liable for by reason of any Finance Party being mortgagees
                of
                any Vessel, assignees of any Mortgage and/or a lender to the Borrower,
                or
                by reason of any Finance Party being deemed by any court or authority
                to
                be an operator or controller, or in any way concerned in the operation
                or
                control, of any Vessel. No such indemnity will be given to a Finance
                Party
                where any such loss, cost or liability has occurred due to gross
                negligence or wilful misconduct on the part of that Finance Party;
                however
                this shall not affect the right of any other Finance Party to receive
                any
                such indemnity.

            


    

     

    
      
        
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              17.6

            	
              Liabilities
                of Finance Parties The
                Borrower will from time to time reimburse the Finance Parties on
                demand
                for all sums which any Finance Party may pay on account of any of
                the
                Security Parties or in connection with any Vessel (whether alone
                or
                jointly or jointly and severally with any other person) including
                (without
                limitation) all sums which any Finance Party may pay or guarantees
                which
                any Finance Party may give in respect of the Insurances, any expenses
                incurred by any Finance Party in connection with the maintenance
                or repair
                of any Vessel or in discharging any lien, bond or other claim relating
                in
                any way to any Vessel, and any sums which any Finance Party may pay
                or
                guarantees which they may give to procure the release of any Vessel
                from
                arrest or detention.

            


    

     

    
      	 	
              17.7

            	
              Taxes
                The
                Borrower shall pay all Taxes to which all or any part of the Indebtedness
                or any of the Security Documents may be at any time subject and shall
                indemnify the Finance Parties on demand against all liabilities,
                costs,
                claims and expenses incurred in connection therewith, including but
                not
                limited to any such liabilities, costs, claims and expenses resulting
                from
                any omission to pay or delay in paying any such Taxes. The indemnity
                contained in this Clause shall survive the repayment of the
                Indebtedness.

            


    

     

    
      	18  	
              Miscellaneous

            


    

     

    
      	 	
              18.1

            	
              Waivers
                No
                failure or delay on the part of any Finance Party in exercising any
                right,
                power, discretion or remedy under or pursuant to any of the Security
                Documents, nor any actual or alleged course of dealing between any
                Finance
                Party and any of the Security Parties, shall operate as a waiver
                of, or
                acquiescence in, any default on the part of any Security Party, unless
                expressly agreed to do so in writing by the Agent, nor shall any
                single or
                partial exercise by any Finance Party of any right, power, discretion
                or
                remedy preclude any other or further exercise of that right, power,
                discretion or remedy, or the exercise by a Finance Party of any other
                right, power, discretion or remedy.


            


    

     

    
      	 	
              18.2

            	
              No
                oral variations No
                variation or amendment of any of the Security Documents shall be
                valid
                unless in writing and signed on behalf of the Agent and the relevant
                Security Party.

            


    

     

    
      	 	
              18.3

            	
              Severability
                If
                at any time any provision of any of the Security Documents is invalid,
                illegal or unenforceable in any respect that provision shall be severed
                from the remainder and the validity, legality and enforceability
                of the
                remaining provisions shall not be affected or impaired in any
                way.

            


    

     

    
      
        
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              18.4

            	
              Successors
                etc. The
                Security Documents shall be binding on the Security Parties and on
                their
                successors and permitted transferees and assignees, and shall inure
                to the
                benefit of the Finance Parties and their respective successors,
                transferees and assignees. The Borrower may not assign or transfer
                any of
                its rights or duties under or pursuant to any of the Security Documents
                without the prior written consent of the
                Banks.

            


    

     

    
      	 	
              18.5

            	
              Further
                assurance If
                any provision of the Security Documents shall be invalid or unenforceable
                in whole or in part by reason of any present or future law or any
                decision
                of any court, or if the documents at any time held by the Finance
                Parties
                on their behalf are considered by the Banks for any reason insufficient
                to
                carry out the terms of this Agreement, then from time to time the
                Borrower
                will promptly, on demand by the Agent, execute or procure the execution
                of
                such further documents as in the reasonable opinion of the Banks
                are
                necessary to provide adequate security for the repayment of the
                Indebtedness.

            


    

     

    
      	 	
              18.6

            	
              Other
                arrangements The
                Finance Parties may, without prejudice to their rights under or pursuant
                to the Security Documents, at any time and from time to time, on
                such
                terms and conditions as they may in their discretion determine, and
                without notice to the Borrower, grant time or other indulgence to,
                or
                compound with, any other person liable (actually or contingently)
                to the
                Finance Parties or any of them in respect of all or any part of the
                Indebtedness, and may release or renew negotiable instruments and
                take and
                release securities and hold funds on realisation or suspense account
                without affecting the liabilities of the Borrower or the rights of
                the
                Finance Parties under or pursuant to the Security
                Documents.

            


    

     

    
      	 	
              18.7

            	
              Advisers
                The Borrower irrevocably authorises the Agent, at any time and from
                time
                to time during the Facility Period, to consult insurance advisers
                on any
                matters relating to the Insurances, including, without limitation,
                the
                collection of insurance claims, and from time to time to consult
                or retain
                advisers or consultants to monitor or advise on any other claims
                relating
                to the Vessels. The Borrower will provide such advisers and consultants
                with all information and documents which they may from time to time
                reasonably require and will reimburse the Agent on demand for all
                reasonable costs and expenses incurred by the Agent in connection
                with the
                consultation or retention of such advisers or
                consultants.

            


    

     

    
      
        
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              18.8

            	
              Delegation
                The
                Finance Parties may at any time and from time to time delegate to
                any
                person any of their rights, powers, discretions and remedies pursuant
                to
                the Security Documents, other than rights relating to actions to
                be taken
                by the Majority Banks or the Banks as a group on such terms as they
                may
                consider appropriate (including the power to
                sub-delegate).

            


    

     

    
      	 	
              18.9

            	
              Rights
                etc. cumulative Every
                right, power, discretion and remedy conferred on the Finance Parties
                under
                or pursuant to the Security Documents shall be cumulative and in
                addition
                to every other right, power, discretion or remedy to which they may
                at any
                time be entitled by law or in equity. The Finance Parties may exercise
                each of their rights, powers, discretions and remedies as often and
                in
                such order as they deem appropriate subject to obtaining the prior
                written
                consent of the Majority Banks. The exercise or the beginning of the
                exercise of any right, power, discretion or remedy shall not be
                interpreted as a waiver of the right to exercise any other right,
                power,
                discretion or remedy either simultaneously or
                subsequently.

            


    

     

    
      	 	
              18.10

            	
              No
                enquiry The
                Finance Parties shall not be concerned to enquire into the powers
                of the
                Security Parties or of any person purporting to act on behalf of
                any of
                the Security Parties, even if any of the Security Parties or any
                such
                person shall have acted in excess of their powers or if their actions
                shall have been irregular, defective or informal, whether or not
                any
                Finance Parties had notice thereof.

            


    

     

    
      	 	
              18.11

            	
              Continuing
                security The
                security constituted by the Security Documents shall be continuing
                and
                shall not be satisfied by any intermediate payment or satisfaction
                until
                the Indebtedness shall have been repaid in full and none of the Finance
                Parties shall be under any further actual or contingent liability
                to any
                third party in relation to the Vessels, the Insurances, Earnings
                or
                Requisition Compensation or any other matter referred to in the Security
                Documents. 

            


    

     

    
      	 	
              18.12

            	
              Security
                cumulative The
                security constituted by the Security Documents shall be in addition
                to any
                other security now or in the future held by the Finance Parties or
                any of
                them for or in respect of all or any part of the Indebtedness, and
                shall
                not merge with or prejudice or be prejudiced by any such security
                or any
                other contractual or legal rights of any of the Finance Parties,
                nor
                affected by any irregularity, defect or informality, or by any release,
                exchange or variation of any such security. Section 93 of the Law
                of
                Property Act 1925 and all provisions which the Agent considers analogous
                thereto under the law of any other relevant jurisdiction shall not
                apply
                to the security constituted by the Security Documents.
                

            


    

     

    
      
        
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              18.13

            	
              Re-instatement
                If
                any Finance Party takes any steps to exercise any of its rights,
                powers,
                remedies or discretions pursuant to the Security Documents and the
                result
                shall be adverse to the Finance Parties, the Borrower and the Finance
                Parties shall be restored to their former positions as if no such
                steps
                had been taken.

            


    

     

    
      	 	
              18.14

            	
              No
                liability None
                of the Finance Parties, nor any agent or employee of any Finance
                Party,
                nor any receiver and/or manager appointed by the Agent, shall be
                liable
                for any losses which may be incurred in or about the exercise of
                any of
                the rights, powers, discretions or remedies of the Finance Parties
                under
                or pursuant to the Security Documents nor liable as mortgagee in
                possession for any loss on realisation or for any neglect or default
                of
                any nature for which a mortgagee in possession might otherwise be
                liable
                unless such Finance Party’s action constitutes gross negligence or wilful
                misconduct.

            


    

     

    
      	 	
              18.15

            	
              Rescission
                of payments etc. Any
                discharge, release or reassignment by any of the Finance Parties
                of any of
                the security constituted by, or any of the obligations of any Security
                Party contained in, any of the Security Documents shall be (and be
                deemed
                always to have been) void if any act (including, without limitation,
                any
                payment) as a result of which such discharge, release or reassignment
                was
                given or made is subsequently wholly or partially rescinded or avoided
                by
                operation of any law, unless such Finance Party's action constitutes
                gross
                negligence or wilful misconduct.

            


    

     

    
      	 	
              18.16

            	
              Subsequent
                Encumbrances If
                the Agent receives notice of any subsequent Encumbrance (other than
                any
                Encumbrance permitted by the terms of this Agreement) affecting any
                Vessel
                or all or any part of the Insurances, Earnings, Requisition Compensation
                or Charter Rights, the Agent may open a new account in its books
                for the
                Borrower. If the Agent does not open a new account, then (unless
                the
                Encumbrance is permitted by the terms of this Agreement or the Agent
                gives
                written notice to the contrary to the Borrower) as from the time
                of
                receipt by the Agent of notice of such subsequent Encumbrance, all
                payments made to the Agent shall be treated as having been credited
                to a
                new account of the Borrower and not as having been applied in reduction
                of
                the Indebtedness.

            


    

     

    
      
        
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              18.17

            	
              Releases
                If
                any Finance Party shall at any time in its discretion release any
                party
                from all or any part of any of the Security Documents or from any
                term,
                covenant, clause, condition or obligation contained in any of the
                Security
                Documents, the liability of any other party to the Security Documents
                shall not be varied or diminished.

            


    

     

    
      	 	
              18.18

            	
              Certificates
                Any
                certificate or statement signed by an authorised signatory of the
                Agent
                purporting to show the amount of the Indebtedness (or any part of
                the
                Indebtedness) or any other amount referred to in any of the Security
                Documents shall, save for manifest error or on any question of law,
                be
                conclusive evidence as against the Borrower of that amount.
                

            


    

     

    
      	 	
              18.19

            	
              Survival
                of representations and warranties The
                representations and warranties on the part of the Borrower contained
                in
                this Agreement shall survive the execution of this Agreement and
                the
                advance of the Facility or any part thereof.


            


    

     

    
      	 	
              18.20

            	
              Counterparts
                This
                Agreement may be executed in any number of counterparts each of which
                shall be original but which shall together constitute the same instrument.
                

            


    

     

    
      	 	
              18.21

            	
              Third
                Party Rights
                Notwithstanding the provisions of the Contracts (Rights of Third
                Parties)
                Act 1999, no term of this Agreement is enforceable by a person who
                is not
                a party to it other than any Future Swap
                Provider.

            


    

     

    
      	19  	
              Law and Jurisdiction

            


    

     

    
      	 	
              19.1

            	
              Governing
                law This
                Agreement shall in all respects be governed by and interpreted in
                accordance with English law.

            


    

     

    
      	 	
              19.2

            	
              Jurisdiction
                For
                the exclusive benefit of the Finance Parties, the parties to this
                Agreement irrevocably agree that the courts of England are to have
                jurisdiction to settle any disputes which may arise out of or in
                connection with this Agreement and that any Proceedings may be brought
                in
                those courts. The Borrower irrevocably waives any objection which
                it may
                now or in the future have to the laying of the venue of any Proceedings
                in
                any court referred to in this Clause, and any claim that those Proceedings
                have been brought in an inconvenient or inappropriate
                forum.

            


    

     

    
      
        
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              19.3

            	
              Alternative
                jurisdictions Nothing
                contained in this Clause shall limit the right of the Finance Parties
                to
                commence any Proceedings against the Borrower in any other court
                of
                competent jurisdiction nor shall the commencement of any Proceedings
                against the Borrower in one or more jurisdictions preclude the
                commencement of any Proceedings in any other jurisdiction, whether
                concurrently or not.

            


    

     

    
      	 	
              19.4

            	
              Service
                of process Without
                prejudice to any other mode of service allowed under any relevant
                law, the
                Borrower:

            


    

     

    
      	 	
              19.4.1

            	
              irrevocably
                appoints Teekay Shipping (UK) Ltd of 2nd
                Floor, 86 Jermyn Street, London SW1Y 6JD, England as its agent for
                service
                of process in relation to any proceedings before the English courts
                in
                connection with this Agreement;
                and

            


    

     

    
      	 	
              19.4.2 

            	
              agrees
                that failure by a process agent to notify the Borrower of the process
                will
                not invalidate the proceedings
                concerned.

            


    

     

     

    IN
      WITNESS
      of which
      the parties to this Agreement have executed this Agreement the day and year
      first before written.

     

     

     

     

     

    
      
        
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    SCHEDULE
      1

     

    The
      Banks, the Commitments and the Proportionate Shares

     

    
      	
              The
                Banks

            	
              The
                Commitments ($)

            	
              The
                Proportionate Shares (%)

            
	 	 	 
	
              ING
                Bank N.V., 

              London
                Branch 

              60
                London Wall

              London

              EC2M
                5TQ

              Fax
                no: +44 207 767 7252

              Attention:
                David Rolls

               

            	
              70,000,000

            	
              21.212%

            
	
              Alliance
                & Leicester

              Commercial
                Finance plc

              120
                New Cavendish Street

              London

              W1W
                6XX

              Fax
                no: + 44 (0) 161 953 3517 

              Attention:
                Head of Corporate

              Administration
                

               

            	
              30,000,000

            	
              9.091%

            
	
              Banco
                Bilbao Vizcaya 

              Argentaria
                S.A.

              Via
                de los Poblados s/n

              28033
                Madrid

              Spain

              Fax
                no: +34 91 374 4140

              Attention:
                Trinidad Bernad Oritz

               

            	
              30,000,000

            	
              9.091%

            
	
              Caja
                de Ahorros Y Monte de 

              Piedad
                de Madrid

              Paseo
                de la Castellana

              180
                4°
                Planta

              Madrid

              Spain

              Fax
                no: +3491 423 9727/28

              Attention:
                Martin Alonso Ana 

              Marie
                del Pozo

               

            	
              50,000,000

            	
              15.152%

            
	
              KfW
                

              Palmengartenstr.
                5-9

              D
                -
                60325 Frankfurt am Main

              Fax:
                +49-69 7431-3768

              Attention:
                Dr Marco Albers

               

            	
              50,000,000

            	
              15.152%

            


    

     

     

    
      
        
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              Landesbank
                Hessen-Thüringen Girozentrale (Helaba)

              420
                Fifth Avenue, 24th Fl.

              New
                York, NY 10018-2729

              Fax:
                +1 212 703 - 5256

              Attention:
                Ralf Goebel

              Gerhard
                Winklmeier

               

            	
              50,000,000

            	
              15.152%

            
	
              Lloyds
                TSB Bank plc

              25
                Gresham Street

              London

              EC2V
                7HN

              Fax
                no: +44 0207 356 2396

              Attention:
                Head of Portfolio

              Management

            	
              50,000,000

            	
              15.152%

            




    
      
        
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    SCHEDULE
      2

     

    The
      Vessels

     

      

     

    


    
      	
              Owner 

            	
               Country of
                Incorporation

            	
               Vessel 

            	
               Flag

            
	
              Naviera Teekay

              Gas II S.L.

            	 Spain	 GALICIA SPIRIT	 Spain
	
              Naviera Teekay 

              Gas S.L. 

            	 Spain	 HISPANIA SPIRIT	 Spain


    

       


     

     

     

     

     

     

     

     

     

    
 

    
      
        
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    SCHEDULE
      3

     

    Reduction
      Schedule

     

    
      	
              Months
                after Execution Date

            	
              Scheduled
                Commitment 

              Reduction

            	
              Maximum
                Facility Amount

            
	
              0

            	 	
              US$330,000,000

            
	
              6

            	
              US$4,328,000

            	
              US$325,672,000

            
	
              12

            	
              US$4,459,000

            	
              US$321,213,000

            
	
              18

            	
              US$4,595,000

            	
              US$316,618,000

            
	
              24

            	
              US$4,735,000

            	
              US$311,883,000

            
	
              30

            	
              US$4,880,000

            	
              US$307,003,000

            
	
              36

            	
              US$5,029,000

            	
              US$301,974,000

            
	
              42

            	
              US$5,182,000

            	
              US$296,792,000

            
	
              48

            	
              US$5,340,000

            	
              US$291,452,000

            
	
              54

            	
              US$5,503,000

            	
              US$285,949,000

            
	
              60

            	
              US$5,670,000

            	
              US$280,279,000

            
	
              66

            	
              US$5,844,000

            	
              US$274,435,000

            
	
              72

            	
              US$6,022,000

            	
              US$268,413,000

            
	
              78

            	
              US$6,206,000

            	
              US$262,207,000

            
	
              84

            	
              US$6,395,000

            	
              US$255,812,000

            
	
              90

            	
              US$6,589,000

            	
              US$249,223,000

            
	
              96

            	
              US$6,791,000

            	
              US$242,432,000

            
	
              102

            	
              US$6,998,000

            	
              US$235,434,000

            
	
              108

            	
              US$7,212,000

            	
              US$228,222,000

            
	
              114

            	
              US$7,431,000

            	
              US$220,791,000

            
	
              120

            	
              US$7,658,000

            	
              US$213,133,000

            
	
              126

            	
              US$7,892,000

            	
              US$205,241,000

            
	
              132

            	
              US$8,132,000

            	
              US$197,109,000

            
	
              138

            	
              US$8,381,000

            	
              US$188,728,000

            
	
              144

            	
              US$8,636,000

            	
              US$180,092,000

            


    

     

     

     

    
 

    
      
        
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    SCHEDULE
      4

     

    Form
      of Transfer Certificate
      English Version

     

    To:
       ING
      Bank
      N.V. as agent (the "Agent")

    


    TRANSFER
      CERTIFICATE

     

    
      	This transfer certificate relates to
              a
              facility agreement (as the same may be from time to time amended, varied,
              novated or supplemented, the "Facility
              Agreement")
              dated 2006 whereby an initial reducing revolving credit facility of
              up to $330,000,000 was made available to Teekay LNG Partners L.P. as
              borrower by a group of banks on whose behalf the Agent acts as agent
              and
              security trustee.


    

     

    


    
      	1  	
              Terms
                defined in the Facility Agreement shall, subject to any contrary
                indication, have the same meanings herein. The terms "Bank" and
                "Transferee" are defined in the schedule to this transfer certificate
                .

            


    

    


    
      	2  	
              The
                Bank (i) confirms that the details in the Schedule hereto under the
                heading "Bank's
                Commitment"
                accurately summarises its Commitment in the Facility Agreement and
                (ii)
                requests the Transferee to accept and procure the transfer to the
                Transferee of the portion of such Commitment specified in the Schedule
                hereto by counter-signing and delivering the Transfer Certificate
                to the
                Agent at its address for the service of Communications specified
                in the
                Facility Agreement.

            


    

    


    
      	3  	
              The
                Transferee requests the Agent to accept this Transfer Certificate
                as being
                delivered to the Agent pursuant to and for the purposes of clause
                14.4 of
                the Facility Agreement so as to take effect in accordance with the
                terms
                thereof on the Transfer Date or on such later date as may be determined
                in
                accordance with the terms thereof.

            


    

    


    
      	4  	
              The
                Transferee confirms that it has received a copy of the Facility Agreement
                together with such other information as it has required in connection
                with
                this transaction and that it has not relied and will not in the future
                rely on the Bank or any other party to the Facility Agreement to
                check or
                enquire on its behalf into the legality, validity, effectiveness,
                adequacy, accuracy or completeness of any such information and further
                agrees that it has not relied and will not rely on the Bank or any
                other
                party to the Facility Agreement to access or keep under review on
                its
                behalf the financial condition, creditworthiness, condition, affairs,
                status or nature of the Borrower or any other party to the Facility
                Agreement.

            


    

     

     

     

     

     

     

    
      
        
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      	5  	
              Execution
                of this Transfer Certificate by the Transferee constitutes its
                representation to the Transferor and all other parties to the Facility
                Agreement that it has power to become a party to the Facility Agreement
                as
                a Bank on the terms herein and therein set out and has taken all
                steps to
                authorise execution and delivery of this Transfer Certificate.
                

            


    

    


    
      	6  	
              The
                Transferee undertakes with the Bank and each of the other parties
                to the
                Facility Agreement that it will perform in accordance with their
                terms all
                those obligations which by the terms of the Facility Agreement will
                be
                assumed by it after delivery of this Transfer Certificate to the
                Agent and
                satisfaction of the conditions (if any) subject to which the Transfer
                Certificate is expressed to take
                effect.

            


    

    


    
      	7  	
              The
                Bank makes no representation or warranty and assumes no responsibility
                with respect to the legality, validity, effectiveness, adequacy or
                enforceability of the Facility Agreement or any document relating
                thereto
                and assumes no responsibility for the financial condition of the
                Borrower
                or for the performance and observance by the Borrower of any of its
                obligations under the Facility Agreement or any document relating
                thereto
                and any and all such conditions and warranties, whether express or
                implied
                by law or otherwise, are hereby
                excluded.

            


    

    


    
      	8  	
              The
                Bank gives notice that nothing in this transfer certificate or in
                the
                Facility Agreement (or any document relating thereto) shall oblige
                the
                Bank to (i) accept a re-transfer from the Transferee of the whole
                or any
                part of its rights, benefits and/or obligations under the Facility
                Agreement transferred pursuant hereto or (ii) support any losses
                directly
                or indirectly sustained or incurred by the Transferee for any reason
                whatsoever including, without limitation, the non-performance by
                the
                Borrower or any other party to the Facility Agreement (or any document
                relating thereto) of its obligations under any such document. The
                Transferee acknowledges the absence of any such obligation as is
                referred
                to in (i) or (ii) above.

            


    

    


    
      	9  	
              This
                Transfer Certificate and the rights and obligations of the parties
                hereunder shall be governed by and interpreted in accordance with
                English
                law.

            


    

     

    
      
        
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    THE SCHEDULE

    


    
      	1  	
              Bank:

            


    

    


    
      	2  	
              Transferee:

            


    

    


    
      	3  	
              Transfer
                Date:

            


    

    


    
      	4  	
              Commitment1:                                            Portion
                Transferred

            


    

    


     

    
 

    
      	 [Transferor Bank]	  [Transferee
              Bank]
	 By:	  By:
	 Date:	  Date:
	 ING Bank N.V.	 


    

       


    As
      agent
      for and on behalf of itself,

    the
      Borrower and the other Finance Parties:-

    


    By:
      ..........................................

    


    Date:
      [    ]

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
          1
            Details
            of the Bank's Commitment should not be completed after the Termination
            Date.

           

          
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    Form
      of Transfer Certificate Spanish Version

     

    


    A:     ING
      Bank
      N. V. como agente (el “Agente”).

    


    Este
      certificado de cesión se refiere a un acuerdo de financiación (según éste pueda
      ser de tanto en vez modificado, variado, novado o complementado, el
“Acuerdo
      de Financiación”)
      de
      fecha (...) de 2006 por el cual se puso a disposición de Teekay LNG Partners, L.
      P., como prestatario, una facilidad crediticia inicial tipo “revolving”
      sobre
      una
      base de reducción progresiva de hasta US$ 330.000.000 por un grupo de bancos en
      nombre de los cuáles actúa el Agente como agente y agente de
      garantías.

     

    
      	1.  	
              Los
                términos definidos en el Acuerdo de Financiación tendrán, salvo indicación
                en contrario, los mismos significados que en aquél. Los términos “Banco” y
                “Cesionario” se definen en el anexo a este certificado de
                cesión.

            


    

     

     

    
      	2.  	
              El
                Banco (i) confirma que los particulares recogidos en el Anexo a la
                presente bajo el encabezamiento “Compromiso
                del Banco”
                resume de forma ajustada su Compromiso bajo el Acuerdo de Financiación y
                (ii) requiere al Cesionario para que acepte y procure la cesión al
                Cesionario de la parte de tal Compromiso que se especifica en el
                Anexo
                mediante la firma y entrega del Certificado de Cesión al Agente en la
                dirección para el servicio de Comunicaciones especificado en el Acuerdo de
                Financiación.

            


    

     

    
      	3.  	
              El
                Cesionario requiere al Agente para que acepte este Certificado de
                Cesión
                como entregado al Agente para y a los efectos de la cláusula 14.4 del
                Acuerdo de Financiación para que despliegue los efectos de conformidad con
                los términos allí referidos en la Fecha de Cesión o en aquella fecha
                posterior según ésta pueda ser fijada de conformidad con los términos allá
                recogidos.

            


    

     

    
      	4.  	
              El
                Cesionario confirma que ha recibido una copia del Acuerdo de Financiación
                junto con cualquier otra información que ha requerido en relación con esta
                transacción y que no se ha basado ni se basará en ningún momento en el
                futuro en el Banco o en cualquier otra parte en el Acuerdo de Financiación
                para verificar o requerir en su nombre sobre la legalidad, validez,
                efectividad, adecuación, exactitud o integridad de cualquiera de dicha
                información y además acuerda que no se ha basado y no se basará en el
                Banco o en ninguna otra parte en el Contrato de Financiación para acceder
                o mantener bajo revisión en su nombre la condición financiera, capacidad
                crediticia, condición, asuntos, estatus o naturaleza del Prestatario o de
                cualquier otra parte en el Acuerdo de
                Financiación.

            


    

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
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      	5.  	
              La
                ejecución de este Certificado de Cesión por el Cesionario constituye su
                manifestación al Cedente y a todas las partes en el Contrato de
                Financiación de que tiene el poder de constituirse en parte del Acuerdo de
                Financiación como un Banco en los términos aquí y allí recogidos y de que
                ha adoptado todos los pasos necesarios para la firma y entrega de
                este
                Certificado de Cesión.

            


    

     

    
      	6.  	
              El
                Cesionario se compromete con el Banco y con cada una de las otras
                partes
                en el Contrato de Financiación a que cumplirá de conformidad con sus
                términos todas aquellas obligaciones que de conformidad con el Acuerdo
                de
                Financiación serán asumidas por aquél tras la entrega de este Certificado
                de Cesión al Agente y que cumplirá todas las condiciones (si las hubiere)
                sujetas a las cuales se exprese que este Certificado de Cesión tendrá
                efecto.

            


    

     

    
      	7.  	
              El
                Banco no presta representación ni garantía alguna y no asume ninguna
                responsabilidad con relación a la legalidad, validez, efectividad,
                adecuación o ejecutabilidad del Acuerdo de Financiación o de cualquier
                documento con él relacionado y no asume responsabilidad alguna en relación
                a la situación financiera del Prestatario o por el cumplimiento y
                observancia por el Prestatario de cualquiera de sus obligaciones
                bajo el
                Acuerdo de Financiación o bajo cualquier documento relacionado con el
                mismo y todas y cada una de las condiciones o garantías, ya sean expresas
                o implícitas por ley o de cualquier otra forma, se excluyen por la
                presente.

            


    

     

    
      	8.  	
              El
                Banco notifica que nada en este certificado de cesión o en el Acuerdo de
                Financiación (o en cualquier otro documento referente al mismo) obligará
                al Banco a (i) aceptar una retrocesión por parte del Cesionario de todos o
                parte de sus derechos, beneficios y/o obligaciones bajo el Acuerdo
                de
                Financiación cedidos por la presente o (ii) a soportar ninguna pérdida
                sufrida o incurrida directa o indirectamente por el Cesionario por
                cualquier razón incluida, sin limitación, la falta de cumplimiento por el
                Prestatario o por cualquier otra parte en el Acuerdo de Financiación (o de
                cualquier otro documento relacionado con éste) bajo cualquiera de dichos
                documentos. El Cesionario reconoce la ausencia de cualquiera de dichas
                obligaciones referidas en los apartados (i) o (ii)
                precedentes.

            


    

     

    
      	9.  	
              Este
                Certificado de Cesión y los derechos y obligaciones de las partes bajo el
                mismo se regirán e interpretarán de conformidad con la ley
                inglesa.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
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    EL
      ANEXO

    


     

    
      	1.  	
              Banco:

            


    

     

     

    
      	2.  	
              Cesionario:

            


    

     

     

    
      	3.  	
              Fecha
                de la Cesión:

            


    

     

     

    
      	4.  	
              Compromiso2:Parte
                Cedida:

            


    

     

     

    
      
        	(Banco Cedente)	(Banco Cesionario)
	Por:	Por:
	Fecha:	Fecha:

     

    

    


    ING
      Bank
      N. V.

    Como
      agente en su propio nombre y en el del 

    Prestatario
      y las otras Partes Financieras:-

    


    Por:...................................

    Fecha:(
      )

     

     

     

     

     

     

     

     

     

     

    
      
        
          2
            Los
            detalles del Compromiso del Banco no deben cumplimentarse tras la Fecha
            de
            Terminación.

           

          
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    SCHEDULE
      5

     

    Form
      of Drawdown Notice

     

    


    
      	
              To:

            	
              ING
                BANK N.V. 

            


    

    


    
      	
              From:

            	
              TEEKAY
                LNG PARTNERS L.P. 

            



     

    
      	
                                                                                                                      [Date]

            


    

     

    


    Dear
      Sirs,

    Drawdown
      Notice

    


    We
      refer
      to the Revolving Credit Facility Agreement dated
                                    2006
      made between, amongst others, ourselves and yourselves ("the
      Agreement").

    


    Words
      and
      phrases defined in the Agreement have the same meaning when used in this
      Drawdown Notice. 

    


    Pursuant
      to Clause 2.3 of the Agreement, we irrevocably request that the Banks
      advance a Drawing of
      [           ] to us on
   
             
20[ ], which is a Business Day, by paying the amount of the Drawing to
      [     ].

     

    We
      hereby
      specify that the Drawing shall be designated as a [General Revolving Drawing]
      [Distribution Drawing].

     

    We
      warrant that the representations and warranties contained in Clause 4 of the
      Agreement (except those contained in Clause 4.9 and Clause 4.16) are true and
      correct at the date of this Drawdown Notice and (except those contained in
      Clause 4.9 [and Clause 4.16]3 )
      will be
      true and correct on
             
20[ ]; that no Event of Default nor Potential Event of Default has occurred
      and is continuing, and that no Event of Default or Potential Event of Default
      will result from the advance of the Drawing requested in this Drawdown Notice.
      

     

     

     

     

     

     

     

     

     

     

     

    
      
        
          3
            Not to
            be in first Drawdown Notice, only to include in subsequent Drawdown
            Notices

           

          
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    [We
      further confirm and certify that no material adverse change has occurred since
      the Execution Date in the business, assets, operations, condition (financial
      or
      otherwise) or prospects of the Guarantors or their subsidiaries or in the facts
      and information regarding such entities as represented to date4 ].

    


    We
      select
      the period of [       ] months as the [first]
      Interest Period in respect of the Drawing.

    


    Yours
      faithfully

    


    


    TEEKAY
      LNG PARTNERS L.P.

    By:
      TEEKAY GP L.L.C., its General Partner

    


    By:
                                                                            

    Name:
                                                                       

    Title:
                                                                         

    


     

     

     

     

     

     

     

     

     

    
      
        
          4
            To be in
            first Drawdown Notice only.

           

          
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    SCHEDULE
      6

     

    Calculation
      of the Mandatory Cost

     

    
      	
              1

            	
              The
                Mandatory Cost is an addition to the interest rate to compensate
                the Banks
                for the cost of compliance with (a) the requirements of the Bank
                of
                England and/or the Financial Services Authority (or, in either case,
                any
                other authority which replaces all or any of its functions) or (b)
                the
                requirements of the European Central
                Bank.

            


    

     

    
      	
              2

            	
              On
                the first day of each Interest Period (or as soon as possible thereafter)
                the Agent shall calculate, as a percentage rate, a rate (the "Additional
                Cost Rate")
                for each Bank, in accordance with the paragraphs set out below. The
                Mandatory Cost will be calculated by the Agent as a weighted average
                of
                the Banks' Additional Cost Rates (weighted in proportion to the percentage
                participation of each Bank in the Loan) and will be expressed as
                a
                percentage rate per annum.

            


    

     

    
      	
              3

            	
              The
                Additional Cost Rate for any Bank lending from a Facility Office
                in a
                Participating Member State will be the percentage notified by that
                Bank to
                the Agent. This percentage will be certified by that Bank in its
                notice to
                the Agent to be its reasonable determination of the cost (expressed
                as a
                percentage of that Bank's participation in all loans made from that
                Facility Office) of complying with the minimum reserve requirements
                of the
                European Central Bank in respect of loans made from that Facility
                Office.

            


    

     

    
      	
              4

            	
              The
                Additional Cost Rate for any Bank lending from a Facility Office
                in the
                United Kingdom will be calculated by the Agent as
                follows:

            


    

     

     

    
      	
               E
                x 0.01 

            	 
	
               300      
per
                cent. per
                annum.

            


    

     

    
       

    

    
      	 	
              Where
                E is the rate of charge payable by a Bank to the Financial Services
                Authority under the Fees Rules in respect of the relevant financial
                year
                of the Financial Services Authority (calculated for this purpose
                by the
                Agent as being the average of the Fee Tariffs applicable to that
                Bank for
                that financial year).

            


    

     

    
      	
              5

            	
              For
                the purposes of this Schedule:

            


    

     

    
      	 	
              (a)

            	
              "Eligible
                Liabilities and
                "Special
                Deposits"
                have the meanings given to them from time to time under or pursuant
                to the
                Bank of England Act 1998 or (as may be appropriate) by the Bank of
                England;

            


    

     

     

     

     

     

     

     

    
      
        
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              (b)

            	
              "Facility
                Office"
                means the office notified by a Bank to the Agent in writing on or
                before
                the date it becomes a Bank as the office through which it will perform
                its
                obligations under the Agreement;

            


    

     

    
      	 	
              (c)

            	
              "Fee
                Rules"
                means the rules on periodic fees contained in the FSA Supervision
                Manual
                or such other law or regulation as may be in force from time to time
                in
                respect of the payment of fees for the acceptance of
                deposits;

            


    

     

    
      	 	
              (d)

            	
              "Fee
                Tariffs"
                means the fee tariffs specified in the Fees Rules under the activity
                group
                A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
                required
                pursuant to the Fee Rules but taking into account any applicable
                discount
                rate); and

            


    

     

    
      	 	
              (e)

            	
              "Participating
                Member State"
                means any member state of the European Communities that adopts or
                has
                adopted the euro as its lawful currency in accordance with legislation
                of
                the European Union relating to European Monetary
                Union;

            


    

     

    
      	 	
              (f)

            	
              "Parties"
                means any party to the Agreement, including its successors in title
                permitted assigns and permitted transferees;
                and

            


    

     

    
      	 	
              (g)

            	
              "Tariff
                Base"
                has the meaning given to it in, and will be calculated in accordance
                with,
                the Fees Rules.

            


    

     

    
      	
              6

            	
              If
                requested by the Agent, each Bank shall, as soon as practicable after
                publication by the Financial Services Authority, supply to the Agent,
                the
                rate of charge payable by that Bank to the Financial Services Authority
                pursuant to the Fees Rules in respect of the relevant financial year
                of
                the Financial Services Authority (calculated for this purpose by
                that Bank
                as being the average of the Fee Tariffs applicable to that Bank for
                that
                financial year).

            


    

     

    
      	
              7

            	
              Each
                Bank shall supply any information required by the Agent for the purpose
                of
                calculating its Additional Cost Rate. In particular, but without
                limitation, each Bank Shall supply the following information on or
                prior
                to the date on which it becomes a
                Bank:

            


    

     

    
      	 	
              (a)

            	
              the
                jurisdiction of its Facility Office;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other information that the Agent may reasonably require for such
                purpose.

            


    

     

    
      	
               

            	
              Each
                Bank shall promptly notify the Agent of any change to the information
                provided by it pursuant to this
                paragraph.

            


    

     

     

     

     

     

    
      
        
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              8

            	
              The
                percentages of each Bank for the purpose of E above shall be determined
                by
                the Agent based upon the information supplied to it pursuant to paragraphs
                6 and 7 above and on the assumption that, unless the Bank notifies
                the
                Agent to the contrary, each Bank's obligations in relation to cash
                ratio
                deposits and Special Deposits are the same as those of a typical
                bank from
                its jurisdiction of incorporation with a Facility Office in the same
                jurisdiction as in its Facility
                Office.

            


    

     

    
      	
              9

            	
              The
                Agent shall have no liability to any person if such determination
                results
                in an Additional Cost Rate which over or under compensates any Bank
                and
                shall be entitled to assume that the information provided by any
                Bank
                pursuant to paragraphs 3, 6 and 7 above is true and correct in all
                respects.

            


    

     

    
      	
              10

            	
              The
                Agent shall distribute the additional amounts received as a result
                of the
                Mandatory Cost to the Banks on the basis of the Additional Cost Rate
                for
                each Bank based on the information provided by each Bank pursuant
                to
                paragraphs 3, 6 and 7 above.

            


    

     

    
      	
              11

            	
              Any
                determination by the Agent pursuant to this Schedule in relation
                to a
                formula, the Mandatory Cost, an Additional Cost Rate or any amount
                payable
                to a Bank shall, in the absence of manifest error, be conclusive
                and
                binding on all Parties.

            


    

     

    
      	
              12

            	
              The
                Agent may from time to time, after consultation with the Borrower
                and the
                Banks determine and notify to all Parties any amendments which are
                required to be made to this Schedule in order to comply with any
                change in
                law, regulation or any requirements from time to time imposed by
                the Bank
                of England, the Financial Services Authority or the European Central
                Bank
                (or, in any case, any other authority which replaces all or any of
                its
                functions) and any such determination shall, in the absence of manifest
                error, be conclusive and binding on all Parties.

               

               

               

            


    

     

     

     

     

     

    
      
        
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    SCHEDULE
      7

     

    Form
      of Compliance Certificate
      : Teekay LNG Partners L.P.

     

    To:   
       ING
      Bank
      N.V. (the "Agent")

    From: Teekay
      LNG Partners L.P. (the "Borrower")

    Date:
      [Ÿ]

     

    Dear
      Sirs,

    


    We
      refer
      to an agreement (the "Agreement")
      dated
      [                        ]
      2006 and made between (inter alia) (1) ourselves as borrower (2) the banks
      and
      financial institutions listed in Schedule 1 of the Agreement as banks and (3)
      the Agent as the agent and security trustee (as from time to time amended,
      varied, novated or supplemented).

    


    Terms
      defined or construed in the Agreement have the same meanings and constructions
      in this Certificate.

    


    We
      attach
      the relevant calculation details applicable on the last day of our financial
      [year][quarter] ending [Ÿ]
      (the
      "Relevant
      Period")
      which
      confirm that:-

    


    
      	
              1

            	
              the
                aggregate of Free Liquidity and undrawn committed revolving credit
                lines
                available to be drawn by the Borrower and/or its Subsidiaries (but
                excluding undrawn committed revolving credit lines with less than
                six (6)
                months to maturity) was at all times equal to or greater than/fell
                below
                $35,000,000. Therefore the condition contained in Clause 10.2.15(i)
                of the
                Loan Agreement [has/has not] been complied with in respect of the
                Relevant
                Period.

               

               

               

               

               

               

               

               

               

            


    

     

    
      
        
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              2

            	
              The
                Tangible Net Worth of the Borrower [was at all times equal to or
                greater
                than/fell below] $400,000,000. Therefore the condition contained
                in Clause
                10.2.15(ii) of the Loan Agreement [has/has not] been complied
                with.

            


    

    


    TEEKAY
      LNG PARTNERS L.P.

    By:
      TEEKAY GP L.L.C., its General Partner

    By:
                                                                            

    Name:
                                                                       

    Title:
                                                                         

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
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      	 SIGNED
              by	  )
	 duly authorised for and on behalf
              	  )
	 of TEEKAY
              GP L.L.C.
              as General Partner	  )
	 for and on behalf of 	  )
	 TEEKAY LNG PARTNERS
              L.P.	  )
	 in the presence of:- 	  )


    

     

    

      
        	 SIGNED
                by 	  )
	 duly
                authorised for and on behalf 	  )
	 of ING
                BANK N.V.	  )
	 (as the Agent) 	  )
	 in the presence of:-	  )


      

       

    

      

    
      
        	 SIGNED
                by
                	  )
	 duly authorised for and on behalf
                	  )
	 of ING
                BANK N.V. 	  )
	 (as the Arranger)	  )
	 in the presence of:-	  )


      

       



    
      
        	 SIGNED
                by
                	  )
	 duly authorised for and on behalf
                	  )
	 of
                ING BANK
                N.V.	  )
	 (as Bank)	  )


      

       

    

     

    
      
        	 SIGNED
                by
                	  )
	 duly authorised for and on behalf
                	  )
	 of ALLIANCE
                & LEICESTER	  )
	 COMMERICAL FINANCE
                PLC 	  )
	 (as Bank) 	  )


      

       

       

       

       

      
        
          
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        	 SIGNED
                by  	  )
	 duly authorised for and on behalf
                	  )
	 of BANCO
                BILBAO	  )
	 VIZCAYA ARGENTARIA
                S.A. 	  )
	 (as Bank) 	  )


      

       

       

    

    
      
        	 SIGNED
                by  	  )
	 duly authorised for and on behalf
                	  )
	 of CAJA
                DE AHORROS Y MONTE DE 	  )
	 PIEDAD DE
                MADRID	  )
	 (as Bank) 	  )


      

       

    

    
      
        	 SIGNED
                by  	  )
	duly authorised for and on
                behalf  	  )
	 of KfW	  
	 (as Bank)	  )


      

       

    

    
      
        	 SIGNED
                by  	  )
	 duly authorised for and on behalf
                	  )
	 of LANDESBANK
                HESSEN-	  )
	 THURINGEN
                GIROZENTRALE 	  )
	 (as Bank) 	  )


      

       

    

    
      
        	 SIGNED
                by
                	  )
	 duly authorised for and on behalf
                	  )
	 of LLOYDS
                TSB BANK PLC	  )
	 (as Bank)	  )


      

       

    

     

     

     

    
      
        
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    Executed
      Version

    


    DATED
                                                 2006

    


    


    TEEKAY
      LNG PARTNERS L.P.

    (as
      borrower)

    


    -
      and -

    


    ING
      BANK N.V.

    and
      others

    (as
      banks)

    


    -
      and -

    


    ING
      BANK N.V.

    (as
      arranger)

    


    -
      and -

    


    ING
      BANK N.V.

    (as
      agent and security trustee)

    


    


    


    _________________________________________

    


    US$330,000,000
      SECURED

    REDUCING
      REVOLVING LOAN

    FACILITY
      AGREEMENT

    _________________________________________

    
 

    


    STEPHENSON
      HARWOOD

    One,
      St. Paul's Churchyard

    London
      EC4M 8SH

    Tel:
      020 7329 4422

    Fax:
      020 7329 7100

    Ref:
      1138/819

     

    
      
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               CONTENTS

            	
               Page

            
	 	 	 
	 1	 Definitions
              and Interpretation	 1
	 2	 The
              Facility and its Purpose	 20
	 3	 Conditions Precedent and Subsequent	 26
	 4	 Representations
              and Warranties	 29
	 5	 Repayment
              and Prepayment	 34
	 6	 Interest	 36
	 7	 Fees	 37
	 8	 Security
              Documents	 37
	 9	 Agency
              and Trust	 38
	 10	 Covenants	 48
	 11	 Earnings	 54
	 12	 Events Of Default	 54
	 13	 Application
              of Monies	 60
	 14	 Assignment and
              Sub-Participation	 61
	 15	 Payments,
              Mandatory Prepayment, Reserve Requirements and Illegality	 64
	 16	 Communications	 69
	 17	 General
              Indemnities	 70
	 18	 Miscellaneous	 72
	 19	 Law and Jurisdiction	 76
	
               

              SCHEDULE 1

            	 	 78
	
               The
                Banks, the Commitments and the Proportionate Shares

            	 78
	
               

              SCHEDULE
                2

            	 	 80
	
               The
                Vessels

            	 80
	
               

              SCHEDULE
                3

            	 	 81
	
               Reduction
                Schedule

            	 81
	
               

              SCHEDULE
                4

            	 	 82
	
               Form
                of Transfer Certificate English Version

            	 82
	
               Form
                of Transfer Certificate Spanish Version

            	 85
	
               

              SCHEDULE
                5

            	 	 89
	
               Form
                of Drawdown Notice

            	 89
	
               

              SCHEDULE
                6

            	 	 91
	
               Calculation
                of the Mandatory Cost

            	 91
	
               

              SCHEDULE
                7

            	 	 94
	
               Form
                of Compliance Certificate : Teekay LNG Partners L.P.

            	 94


    

     

    
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