Exhibit 4.20





Exhibit 4.20




DATED 17 March 2010




SUMMIT SPIRIT L.L.C

ZENITH SPIRIT L.L.C.

BERMUDA SPIRIT L.L.C.

HAMILTON SPIRIT L.L.C.

(as Borrowers)




- and -




TEEKAY CORPORATION

(as Guarantor)




- and -




CRÉDIT AGRICOLE CIB

and others

(as Senior Lenders)




- and -




CRÉDIT AGRICOLE CIB

and others

(as Junior Lenders)




and




CRÉDIT AGRICOLE CIB

(as Agent)




- and -




CRÉDIT AGRICOLE CIB

(as Security Trustee)




- and -




CRÉDIT AGRICOLE CIB

(as Swap Provider)




- and -




CRÉDIT AGRICOLE CIB

(as KEIC Agent)



 



FIRST SUPPLEMENTAL AGREEMENT TO US$255,528,228.43 SENIOR LOAN

AND US$80,000,000 JUNIOR LOAN SECURED LOAN AGREEMENT

DATED 15 DECEMBER 2006



 




			
	 	 	 
	
	 	One, St Paul’s Churchyard

London EC4M 8SH

Telephone +44 (0)20 7329 4422

Fax +44 (0)20 7329 7100

DX No. 64 Chancery Lane

www.shlegal.com






 


 









 





CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1 Interpretation
	 	 	2	 
	 
	 	 	 	 
	2 Conditions
	 	 	3	 
	 
	 	 	 	 
	3 Representations and Warranties
	 	 	4	 
	 
	 	 	 	 
	4 Amendments to Loan Agreement
	 	 	4	 
	 
	 	 	 	 
	5 Confirmation and Undertaking
	 	 	8	 
	 
	 	 	 	 
	6 Communications, Law and Jurisdiction
	 	 	9	 
	 
	 	 	 	 
	Schedule 1
	 	 	10	 
	 
	 	 	 	 
	The Lenders, the Commitments and the Proportionate Shares
	 	 	10	 
	 
	 	 	 	 
	Schedule 2
	 	 	11	 
	 
	 	 	 	 
	Effective Date Confirmation
	 	 	11	 






 


 









 





SUPPLEMENTAL AGREEMENT




Dated: 17 March 2010




BETWEEN:





	(1)	 	SUMMIT SPIRIT L.L.C. (formerly known as GREAT EAST HULL NO. 1717 L.L.C.), ZENITH SPIRIT
L.L.C. (formerly known as GREAT EAST HULL NO. 1718 L.L.C.), BERMUDA SPIRIT L.L.C. (formerly
known as H.S.H.I. HULL NO. S363 L.L.C.) and HAMILTON SPIRIT L.L.C. (formerly known as H.S.H.I.
HULL NO. S364 L.L.C.), each being a limited liability company formed under the laws of the
Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 (each a “Borrower” and together the “Borrowers”); and







	(2)	 	TEEKAY CORPORATION (formerly known as Teekay Shipping Corporation), a corporation
incorporated under the law of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH96960 (the
“Guarantor”); and







	(3)	 	the banks listed in Schedule 1, Part 1, each acting through its office at the address
indicated against its name in Schedule 1, Part 1 (together the “Senior Lenders” and each a
“Senior Lender”); and







	(4)	 	the banks listed in Schedule 1, Part 2, each acting through its office at the address
indicated against its name in Schedule 1, Part 2 (together the “Junior Lenders” and each a
“Junior Lender”); and







	(5)	 	CRÉDIT AGRICOLE CIB (formerly known as Calyon), acting as agent through its office at 9 quai
du Président Paul Doumer, 92920 Paris, La Défense Cedex, France for the Lenders (in that
capacity the “Agent”); and







	(6)	 	CRÉDIT AGRICOLE CIB (formerly known as Calyon), acting as security trustee through its office
at 9 quai du Président Paul Doumer, 92920 Paris, La Défense Cedex, France for the Lenders (in
that capacity the “Security Trustee”); and







	(7)	 	CRÉDIT AGRICOLE CIB (formerly known as Calyon), acting as swap provider through its office at
9 quai du Président Paul Doumer, 92920 Paris, La Défense Cedex, France (in that capacity the
“Swap Provider”); and





 


 









 











	(8)	 	CRÉDIT AGRICOLE CIB (formerly known as Calyon), acting as agent for the Finance Parties
under the KEIC Buyer Credit Policies through its office at 9 quai du Président Paul Doumer,
92920 Paris, La Défense Cedex, France (in that capacity the “KEIC Agent”).






SUPPLEMENTAL TO a US$255,528,228.43 senior loan and US80,000,000 junior loan secured loan
agreement dated 15 December 2006 (the “Loan Agreement”) made between the Borrowers, the Senior
Lenders, the Junior Lenders, the Agent, the Security Trustee, the Swap Provider and the KEIC Agent
on the terms and subject to the conditions of which each of the Senior Lenders agreed to advance
to the Borrowers its respective Commitment of an aggregate amount not exceeding two hundred and
fifty five million five hundred and twenty eight thousand two hundred and twenty eight Dollars and
forty three cents (US$255,528,228.43) and each of the Junior Lenders agreed to advance to the
Borrowers its respective Commitment of an aggregate amount not exceeding eighty million Dollars
($80,000,000).



WHEREAS:





	(A)	 	The Guarantor has requested the consent of the Finance Parties to the shareholding in each of
Bermuda Spirit L.L.C. (formerly known as H.S.H.I. Hull No. S363 L.L.C.) and Hamilton Spirit
L.L.C. (formerly known as H.S.H.I. Hull No. S364 L.L.C.) being transferred by the Guarantor
to Teekay LNG Partners L.P. (“TCP”) and accordingly for certain consequential amendments to be
made to the Loan Agreement (the “Request”).







	(B)	 	The Finance Parties are willing to consent to the Request subject to the terms and conditions
contained in this Supplemental Agreement.






IT IS AGREED THAT:





	1	 	Interpretation







	 	1.1	 	In this Supplemental Agreement:

	 
	 	 	 	“Effective Date” means the date on which the Agent confirms to the Borrowers in
writing substantially in the form set out in Schedule 2 that all of the conditions
referred to in Clause 2.1 have been satisfied, which confirmation the Agent shall be
under no obligation to give if an Event of Default shall have occurred.

	 
	 	 	 	“Finance Parties” means the Agent, the Security Trustee, the Swap Provider, the KEIC
Agent, the Senior Lenders and the Junior Lenders.





 


2









 











	 	1.2	 	All words and expressions defined in the Loan Agreement shall have the same meaning
when used in this Supplemental Agreement unless the context otherwise requires, and
clause 1.2 of the Loan Agreement shall apply to the interpretation of this Supplemental
Agreement as if it were set out in full.

	 
	 	1.3	 	All obligations, representations, warranties, covenants and undertakings of the
Borrowers under or pursuant to this Supplemental Agreement shall, unless otherwise
expressly provided, be entered into, made or given by them jointly and severally.







	2	 	Conditions







	 	2.1	 	As conditions for the agreement of the Finance Parties to the Request and for
the effectiveness of Clause 4, the Borrowers shall deliver or cause to be delivered to
or to the order of the Agent the following documents and evidence:







	 	2.1.1	 	a certificate from a duly authorised officer of each Security Party
confirming that none of the documents delivered to the Agent pursuant to
paragraphs (a) to (f) inclusive of Schedule 3, Part I of the Loan Agreement have
been amended or modified in any way since the date of their delivery to the Agent
(other than changes to the name of each Borrower), or copies, certified by a duly
authorised officer of the Security Party in question as true, complete, accurate
and neither amended nor revoked, of any which have been amended or modified;

	 
	 	2.1.2	 	a copy, certified by a director or the secretary of each Security
Party (or its sole member or general partner) as true, complete and accurate and
neither amended nor revoked, of a resolution of the directors of that Security
Party (together, where appropriate, with signed waivers of notice of any
directors’ meetings) approving, and authorising or ratifying the execution of,
this Supplemental Agreement and any document to be executed by that Security
Party pursuant to this Supplemental Agreement;

	 
	 	2.1.3	 	a power of attorney of each Security Party under which
this Supplemental Agreement and any documents required pursuant to it are to be
executed by that Security Party;





 


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	 	2.1.4	 	a certificate of good standing in respect of each Security Party (if such a
certificate can be obtained);

	 
	 	2.1.5	 	evidence that the transfer of shares referred to in the Request will
occur immediately following the declaration by the Agent of the Effective Date;
and

	 
	 	2.1.6	 	confirmation satisfactory to the Agent that all legal opinions
required by the Agent on behalf of the Finance Parties from Marshall Islands and
English lawyers will be given in substantially the form required by the Agent.







	 	2.2	 	All documents and evidence delivered to the Agent pursuant to this Clause shall:







	 	2.2.1	 	be in form and substance acceptable to the Agent;

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

	 
	 	2.2.3	 	if required by the Agent, be certified, notarised, legalised or
attested in a manner acceptable to the Agent.







	3	 	Representations and Warranties

	 
	 	 	Each of the representations and warranties contained in clause 4 of the Loan Agreement
(other than those in Clauses 4.2, 4.6 and 4.21) shall be deemed repeated by the Borrowers at
the date of this Supplemental Agreement and at the Effective Date, by reference to the facts
and circumstances then pertaining, as if references to the Security Documents included this
Supplemental Agreement.

	 
	4	 	Amendments to Loan Agreement







	 	4.1	 	With effect from the Effective Date the Loan Agreement shall be read and construed as though:







	 	4.1.1	 	in the definition of “Change of Control” as set forth in clause
1.1.22 of the Loan Agreement the words “or TGP” were inserted before the words
“shall cease” in line 2 and the following words were included at the end of the
definition:

	 
	 	 	 	“or (iii) in respect of TGP, the Guarantor ceases to own (directly or indirectly) a minimum
of fifty one percent (51%) of the voting rights in Teekay GP L.L.C., the general partner in
TGP”.





 


4









 











	 	4.1.2	 	in the definition of “Guarantor Group” as set forth in clause 1.1.60 of the Loan Agreement,
the words “and TGP” were deleted and replaced with “and the TGP Group”.

	 
	 	4.1.3	 	the definition of “Material Subsidiary” as set forth in clause 1.1.92 of the Loan Agreement
be deleted and replaced with the following:

	 
	 	 	 	“Material Subsidiary” means:







	 	(a)	 	the Borrowers; and

	 
	 	(b)	 	any other Subsidiary of either the Guarantor or TGP whose assets, as
determined in accordance with GAAP and as shown from the most recent financial
statements available to the Agent relating to it, as multiplied by the Relevant
Percentage in respect of such Subsidiary, equal or exceed 10% of the aggregate value
of the assets of the Guarantor Group or the TGP Group as determined in accordance with
GAAP and as shown from the most recently available financial statements of the
Guarantor Group or the TGP Group (as applicable),







	 	 	 	provided that:







	 	(i)	 	in respect of any Subsidiary of the Guarantor or TGP, only the value of its
assets as multiplied by the Relevant Percentage in respect of such Subsidiary shall
be taken into account in the computation of the value of the assets of the Guarantor
Group or the TGP Group;

	 
	 	(ii)	 	a statement by the auditors of the Guarantor or TGP to the effect that, in
their opinion, a Subsidiary of the Guarantor or TGP is or is not or was or was not at
any particular time a Material
Subsidiary shall, in the absence of manifest error, be conclusive and binding on each
of the parties to this Agreement; and





 


5









 





	 	(iii)	 	for the avoidance of doubt, none of OPCO or TKO shall be a Material
Subsidiary.







	 	4.1.4	 	in the definition of “TGP” as set forth in clause 1.1.118 of the Loan Agreement the words
“and its Subsidiaries” were deleted.

	 
	 	4.1.5	 	the following definitions were inserted in clause 1.1 of the loan Agreement in alphabetical
order and numbered accordingly and any existing definitions renumbered accordingly:

	 
	 	 	 	“TGP Group” means TGP and each of its Subsidiaries.”

	 
	 	 	 	“First Amendment Date” means the Effective Date (as defined in the first supplemental
agreement to this Agreement dated       March 2010).”

	 
	 	4.1.6	 	in clause 4 of the Loan Agreement the words “or TGP” were inserted after each reference to
the Guarantor (other than those in Clauses 4.13, 4.14, 4.15 and the first reference in Clause
4.18).

	 
	 	4.1.7	 	in clause 9.1.19 of the Loan Agreement the words “at the date of this Agreement” were
deleted and replaced with “on the First Amendment Date”. For the avoidance of doubt, the
Guarantee is not to be replaced pursuant to Clause 9.1.19 as a term of the Request or as a
condition to the agreement of the Finance Parties to consent to the Request.

	 
	 	4.1.8	 	Clause 10.2.7 of the Loan Agreement shall be deleted and replaced by the following:

	 
	 	 	 	Cross Default Any indebtedness of a member of the Guarantor Group or the TGP Group is not
paid when due (or within any applicable grace period) or any indebtedness of a member of the
Guarantor Group or a member of the TGP Group is declared to be or otherwise becomes due and
payable prior to its specified maturity where (in either case) the aggregate of all such
unpaid or accelerated indebtedness (i) of the Guarantor is equal to or greater than one
hundred million Dollars ($100,000,000) or its equivalent in
another currency; or (ii) of TGP is equal to or greater than fifty million Dollars
($50,000,000) or its equivalent in any other currency; or (iii) of any other member of the
Guarantor Group or the TGP Group (including but not limited to the Borrowers) is equal to or
greater than two million five hundred thousand Dollars ($2,500,000) or its equivalent in any
other currency; or”





 


6









 





	 	4.1.9	 	Clauses 10.2.10(a) and 10.2.10(b) of the Loan Agreement shall be deleted and replaced by the
following:







	 	“(a)	 	Any Security Party or TGP fails to comply with or pay any sum due from it
(within thirty (30) days of such amount falling due) under any final judgment or any
final order made or given by any court or other official body of a competent
jurisdiction in an aggregate (i) in respect of the Guarantor equal to or greater than
one hundred million Dollars ($100,000,000) or its equivalent in any other currency; or
(ii) in respect of TGP equal to or greater than fifty million Dollars ($50,000,000) or
its equivalent in any other currency; or (iii) in respect of any of the Borrowers
equal to or greater than two million five hundred thousand Dollars ($2,500,000) or its
equivalent in any other currency, being a judgment or order against which there is no
right of appeal or if a right of appeal exists, where the time limit for making such
appeal has expired.







	 	(b)	 	Any execution or distress is levied against, or an encumbrancer takes
possession of, the whole or any part of, the property, undertaking or assets of a
Security Party or TGP in an aggregate amount (i) in respect of the Guarantor equal to
or greater than one hundred million Dollars ($100,000,000) or its equivalent in any
other currency; or (ii) in respect of TGP equal to or greater than fifty million
Dollars ($50,000,000) or its equivalent in any other currency; or (iii) in respect of
any of the Borrowers equal to or greater than two million five hundred thousand Dollars
($2,500,000) or its equivalent in any other currency, other than any execution or
distress which is being contested in good faith and which is either discharged within
thirty (30) days or in respect of which adequate security has been provided within
thirty (30) days to the relevant court or other authority to enable the relevant
execution or distress to be lifted or released.”





 


7









 











	 	4.1.10	 	in clause 10.2.19 of the Loan Agreement the words “or TGP” were inserted after
“the Guarantor”.

	 
	 	4.1.11	 	in clause 1.1.121(a), 1.1.121(b) and Schedule 7 (Form of Compliance
Certificate) of the Loan Agreement, any reference to “TGP” were deleted and
replaced with “the TGP Group”.

	 
	 	4.1.12	 	in clause 17.1 of the Loan Agreement the words “or any non-contractual
obligations arising from or in connection with it” were inserted after the word
“Agreement”.

	 
	 	4.1.13	 	in clause 17.2 of the Loan Agreement, the words “which may arise out of or in
connection with this Agreement” were deleted and replace by the words “(a) arising
from or in connection with this Agreement or (b) relating to any non-contractual
obligations arising from or in connection with this Agreement”.







	 	All other terms and conditions of the Loan Agreement shall remain unaltered and in full
force and effect.







	5	 	Confirmation and Undertaking







	 	5.1	 	Each of the Security Parties confirms that all of its respective obligations
under or pursuant to each of the Security Documents to which it is a party remain in
full force and effect, despite the amendments to the Loan Agreement made in this
Supplemental Agreement, as if all references in any of the Security Documents to the
Loan Agreement were references to the Loan Agreement as amended and supplemented by this
Supplemental Agreement.

	 
	 	5.2	 	The definition of any term defined in any of the Security Documents shall, to the
extent necessary, be modified to reflect the amendments to the Loan Agreement made in or
pursuant to this Supplemental Agreement.





 


8









 











	6	 	Communications, Law and Jurisdiction

	 
	 	 	The provisions of clauses 14
(Communications) and 17 (Law and Jurisdiction) (as amended by
the amendments set out in Clauses 4.1.12 and 4.1.13 irrespective of whether the Effective
Date has occurred) of the Loan Agreement shall apply to this Supplemental Agreement as if
they were set out in full and as if references to the Loan Agreement were references to this
Supplemental Agreement and references to the Borrower were references to the Security
Parties.





 


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Schedule 1




The Lenders, the Commitments and the Proportionate Shares




Part I: the Senior Lenders




	 	 	 	 	 	 	 	 	 
	The Senior Lenders	 	The Commitments ($)	 	 	The Proportionate Shares (%)	 
	 
	 	 	 	 	 	 	 	 
	Crédit Agricole CIB

(formerly known as Calyon)
	 	 	255,528,228.43	 	 	 	100	 






For administration matters:

9. Quai, du President Paul Doumer

92920 Paris La Defense

France

Fax no: +33 141 89 19 34

Attention: Middle Office/Shipping/

Ms Marie-Claire Vanderperre/

M. Godet-Couery




For credit matters:

Broadwalk House

5 Appold Street

London EC2A 2DA

Fax no: +44 207 214 6689

Attention: Jerome Duval/Oliver Hermanns




Part II: the Junior Lenders




	 	 	 	 	 	 	 	 	 
	The Junior Lenders	 	The Commitments ($)	 	 	The Proportionate Shares (%)	 
	 
	 	 	 	 	 	 	 	 
	Crédit Agricole CIB

(formerly known as Calyon)
	 	 	80,000,000	 	 	 	100	 






For administration matters:

9. Quai, du President Paul Doumer

92920 Paris La Defense

France

Fax no: +33 141 89 19 34

Attention: Middle Office/Shipping/

Ms Marie-Claire Vanderperre/

M. Godet-Couery




For credit matters:

Broadwalk House

5 Appold Street

London EC2A 2DA

Fax no: +44 207 214 6689

Attention: Jerome Duval/Oliver Hermanns



 


10









 





Schedule 2




Effective Date Confirmation





	To:	 	Summit Spirit L.L.C.

	 
	 	 	Zenith Spirit L.L.C.

	 
	 	 	Bermuda Spirit L.L.C.

	 
	 	 	Hamilton Spirit L.L.C.






We, Crédit Agricole CIB, refer to the supplemental agreement dated                      2010
(the “Supplemental Agreement”) relating to a secured loan agreement dated 15 December 2006 (the
“Loan Agreement”) made between you as the Borrowers, the banks listed in Schedule 1, Part 1 as
Senior Lenders, the banks listed in Schedule 1, Part 2 as Junior Lenders and ourselves as the
Agent, the Swap Provider, the Security Trustee and the KEIC Agent in respect of a senior loan to
you from the Senior Lenders of up to $255,528,228.43 and a junior loan to you from the Junior
Lenders of up to $80,000,000.



We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Supplemental
Agreement have been satisfied. For the purposes of Clauses 1.1 and 4 of the Supplemental Agreement
the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are
now effective.



Dated:                      2010




	 	 	 	 	 
	Signed:
	 	 	 	 
	 

	 	 

For and on behalf of
	 	 
	 
	 	 	 	 
	 

	 	Crédit Agricole CIB	 	 







 


11











 




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



	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by SUMMIT SPIRIT L.L.C. (formerly	 	 	)	 	 	 
	known as Great East Hull No. 1717 L.L.C.)	 	 	)	 	 	 
	acting by Patrick Smith	 	 	)	 	 	/s/ Patrick Smith
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Natalie Georgiou	 	 	 	 	 	 
	 

	 	 

Natalie Georgiou
	 	 	 	 	 	 
	 

	 	Trainee Solicitor	 	 	 	 	 	 
	 

	 	London	 	 	 	 	 	 
	 

	 	EC2A 2HB	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by ZENITH SPIRIT L.L.C. (formerly	 	 	)	 	 	 
	known as Great East Hull No. 1718 L.L.C.)	 	 	)	 	 	 
	acting by Patrick Smith	 	 	)	 	 	/s/ Patrick Smith
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Natalie Georgiou	 	 	 	 	 	 
	 

	 	 

Natalie Georgiou
	 	 	 	 	 	 
	 

	 	Trainee Solicitor	 	 	 	 	 	 
	 

	 	London	 	 	 	 	 	 
	 

	 	EC2A 2HB	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by BERMUDA SPIRIT L.L.C. (formerly	 	 	)	 	 	 
	known as H.S.H.I. Hull No. S363 L.L.C.)	 	 	)	 	 	 
	acting by Patrick Smith	 	 	)	 	 	/s/ Patrick Smith
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Natalie Georgiou	 	 	 	 	 	 
	 

	 	 

Natalie Georgiou
	 	 	 	 	 	 
	 

	 	Trainee Solicitor	 	 	 	 	 	 
	 

	 	London	 	 	 	 	 	 
	 

	 	EC2A 2HB	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by HAMILTON SPIRIT L.L.C. (formerly	 	 	)	 	 	 
	known as H.S.H.I. Hull No. S364 L.L.C.)	 	 	)	 	 	 
	acting by Patrick Smith	 	 	)	 	 	/s/ Patrick Smith
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Natalie Georgiou	 	 	 	 	 	 
	 

	 	 

Natalie Georgiou
	 	 	 	 	 	 
	 

	 	Trainee Solicitor	 	 	 	 	 	 
	 

	 	London	 	 	 	 	 	 
	 

	 	EC2A 2HB	 	 	 	 	 	 






 


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	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as a Senior Lender)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as a Junior Lender)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as the Agent)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as the Security Trustee)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






 


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	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as Swap Provider)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by CRÉDIT AGRICOLE CIB (formerly	 	 	)	 	 	 
	known as Calyon) (as KEIC Agent)	 	 	)	 	 	 
	acting by David Metzger	 	 	)	 	 	/s/ David Metzger
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Charlotte Debenham	 	 	 	 	 	 
	 

	 	 

Charlotte Debenham
	 	 	 	 	 	 
	 

	 	Stephenson Harwood	 	 	 	 	 	 
	 

	 	London EC4M 8SH	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED	 	 	 	 	 	 
	as a DEED	 	 	)	 	 	 
	by TEEKAY CORPORATION	 	 	)	 	 	 
	(formerly know as Teekay	 	 	)	 	 	 
	Shipping Corporation)	 	 	)	 	 	 
	(as Guarantor)	 	 	)	 	 	/s/ Patrick Smith
	acting by Patrick Smith	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	its duly authorised Attorney-in-Fact	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	 
	in the presence of:

	 	/s/ Natalie Georgiou	 	 	 	 	 	 
	 

	 	 

Natalie Georgiou
	 	 	 	 	 	 
	 

	 	Trainee Solicitor	 	 	 	 	 	 
	 

	 	London	 	 	 	 	 	 
	 

	 	EC2A 2HB	 	 	 	 	 	 






 


14









 





Effective Date Confirmation





	To:	 	Summit Spirit L.L.C.

	 
	 	 	Zenith Spirit L.L.C.

	 
	 	 	Bermuda Spirit L.L.C.

	 
	 	 	Hamilton Spirit L.L.C.






We, Crédit Agricole CIB, refer to the supplemental agreement dated 17 March 2010 (the “Supplemental
Agreement”) relating to a secured loan agreement dated 15 December 2006 (the “Loan Agreement”) made
between you as the Borrowers, the banks listed in Schedule 1, Part 1 as Senior Lenders, the banks
listed in Schedule 1, Part 2 as Junior Lenders and ourselves as the Agent, the Swap Provider, the
Security Trustee and the KEIC Agent in respect of a senior loan to you from the Senior Lenders of
up to $255,528,228.43 and a junior loan to you from the Junior Lenders of up to $80,000,000.



We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Supplemental
Agreement have been satisfied. For the purposes of Clauses 1.1 and 4 of the Supplemental Agreement
the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are
now effective.



Dated: 17 March 2010




	 	 	 	 	 
	Signed:

	 	/s/ David Metzger (Attorney-in-Fact)	 	 
	 

	 	 

For and on behalf of
	 	 
	 
	 	 	 	 
	 

	 	Crédit Agricole CIB	 	 







 


15