Exhibit
      4.15














**AMENDED
      AND RESTATED**







**OMNIBUS
      AGREEMENT**




**among**




**TEEKAY
      SHIPPING CORPORATION** **,**




**and**




**TEEKAY
      GP L.L.C.,**




**TEEKAY
      LNG PARTNERS L.P. and**




**TEEKAY
      LNG OPERATING L.L.C.**




**and**




**TEEKAY
      OFFSHORE GP L.L.C.,**




**TEEKAY
      OFFSHORE PARTNERS L.P.,**




**TEEKAY
      OFFSHORE OPERATING GP L.L.C. and**




**TEEKAY
      OFFSHORE OPERATING L.P.**




















21785-0030/LEGAL11774635.3


**AMENDED
      AND RESTATED OMNIBUS AGREEMENT**




THIS
      AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as
      of,
      the Offshore Closing Date (as defined herein), among Teekay Shipping
      Corporation, a Marshall Islands corporation (“ *Teekay* ”),
      Teekay GP L.L.C., a Marshall Islands limited liability company (including any
      permitted successors and assigns under the Teekay LNG MLP Agreement (as defined
      herein), “ *Teekay
      LNG General Partne* r”),
      for
      itself and on behalf of Teekay LNG MLP in its capacity as general partner,
      Teekay LNG Operating L.L.C., a Marshall Islands limited liability company
      (“ *Teekay
      LNG OLLC* ”),
      Teekay LNG Partners L.P., a Marshall Islands limited partnership (“ *Teekay
      LNG MLP* ”),
      Teekay Offshore GP L.L.C., a Marshall Islands limited liability company
      (including any permitted successors and assigns under the Teekay Offshore MLP
      Agreement (as defined herein), “ *Teekay
      Offshore General Partner* ”),
      for
      itself and on behalf of the Teekay Offshore MLP in its capacity as general
      partner, Teekay Offshore Partners L.P., a Marshall Islands limited partnership
      (“ *Teekay
      Offshore MLP* ”),
      Teekay Offshore Operating GP L.L.C., a Marshall Islands limited liability
      company (" *Teekay
      Offshore Operating General Partner* "),
      for
      itself and on behalf of Teekay Offshore OLP in its capacity as general partner,
      and Teekay Offshore Operating L.P., a Marshall Islands limited partnership
      (" *Teekay
      Offshore OLP* ").




**R
      E C I T A L S:**




1.  Teekay,
      Teekay LNG General Partner, Teekay LNG OLLC and Teekay LNG MLP are parties
      to
      the Omnibus Agreement dated as of May 10, 2005 (the " *Original
      Agreement* ")
      entered into in connection with the initial public offering of common units
      by
      Teekay LNG MLP and pursuant to which such parties evidenced their understandings
      with respect to various matters set forth therein.




2.  Teekay
      Offshore MLP proposes to undertake an initial public offering of its common
      units and the Parties desire to enter into this Agreement to evidence their
      understanding with respect to the various matters set forth herein.




3.  The
      Conflicts Committee (as defined herein) of the board of directors of Teekay
      LNG
      General Partner and the boards of directors of Teekay, Teekay LNG General
      Partner and Teekay Offshore General Partner have approved the amendment and
      restatement of the Original Agreement as set forth in this
      Agreement.




4.  The
      Parties desire by their execution of this Agreement to evidence their
      understanding, as more fully set forth in Articles II, III and V, with respect
      to (a) those business opportunities that the Teekay Entities (as defined herein)
      will not pursue during the term of this Agreement and (b) the procedures whereby
      such business opportunities are to be offered to the LNG Partnership Group
      (as
      defined herein) or the Offshore Partnership Group (as defined herein), as
      applicable, and accepted or declined.




5.  The
      Parties desire by their execution of this Agreement to evidence their
      understanding, as more fully set forth in Articles II, IV and V, with respect
      to
      (a) those business opportunities that the Offshore Partnership Group will not
      pursue during the term of this Agreement and (b) the procedures whereby such
      business opportunities are to be offered to Teekay or the LNG Partnership Group,
      as applicable, and accepted or declined.




6.  The
      Parties desire by their execution of this Agreement to evidence their
      understanding, as more fully set forth in Articles III, IV and V, with respect
      to (a) those business opportunities that the LNG Partnership Group will not
      pursue during the term of this Agreement and (b) the procedures whereby such
      business opportunities are to be offered to Teekay or the Offshore Partnership
      Group, as applicable, and accepted or declined.




7.  The
      Parties desire by their execution of this Agreement to evidence their
      understanding, as more fully set forth in Article VI, with respect to (a)
      Teekay’s right of first offer relating to certain Crude Oil Assets (as defined
      herein), (b) Teekay LNG MLP’s right of first offer relating to certain LNG
      Assets (as defined herein) and (c) Teekay Offshore MLP's right of first offer
      relating to certain Offshore Assets (as defined herein).




8.  The
      Parties desire by their execution of this Agreement to evidence their
      understanding, as more fully set forth in Article VII, with respect to certain
      indemnification obligations of Teekay.




In
      consideration of the premises and the covenants, conditions, and agreements
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:




**ARTICLE
      I**


**DEFINITIONS**




**1.1**  ***Definitions.***




As
      used
      in this Agreement, the following terms shall have the respective meanings set
      forth below:




“ *Affiliate* ”
means,
      with respect to any Person, any other Person that directly or indirectly through
      one or more intermediaries controls, is controlled by or is under common control
      with, the Person in question. As used herein, the term "control" means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person, whether through ownership of voting
      securities, by contract or otherwise.




“ *Aframax
      Assets* ”
means
      the Aframax tankers included in Teekay Offshore OLP as of the Offshore Closing
      Date and any Replacement Aframax Assets relating to such original Aframax
      tankers.




“ *Agreement* ”
means
      this Amended and Restated Omnibus Agreement, as it may be amended, modified,
      or
      supplemented from time to time in accordance with Section 8.6
      hereof.




*"Acquiring
      Party"* has the
      meaning given such term in Section 5.1(a).




*"Bid
      LNG Assets"* has the
      meaning given such term in Section 2.2(b).




*"Bid
      Offshore Assets"* has
      the
      meaning given such term in Section 3.2(c).




“ *Break-up
      Costs* ”
means
      the aggregate amount of any and all additional taxes and other similar costs
      to
      (a) the Teekay Entities or the Offshore Partnership Group, as applicable, that
      would be required to transfer LNG Assets acquired by the Teekay Entities or
      the
      Offshore Partnership Group as part of a larger transaction to an LNG Partnership
      Group Member pursuant to Section 2.2(a), (b) the LNG Partnership Group or
      the Offshore Partnership Group, as applicable, that would be required to
      transfer Crude Oil Assets acquired by the LNG Partnership Group or the Offshore
      Partnership Group as part of a larger transaction to a Teekay Entity pursuant
      to
      Section 4.2(c) or (c) the Teekay Entities or the LNG Partnership Group, as
      applicable, that would be required to transfer Offshore Assets acquired by
      the
      Teekay Entities or the LNG Partnership Group as part of a larger transaction
      to
      an Offshore Partnership Group Member pursuant to Section 3.2(b).




" *Change
      of Control* ” ** means,
      with respect to any Person (the “Applicable Person”), any of the following
      events: (a) any
      sale, lease, exchange or other transfer (in one transaction or a series of
      related transactions) of all or substantially all of the Applicable Person’s
      assets to any other Person, unless immediately following such sale, lease,
      exchange or other transfer such assets are owned, directly or indirectly, by
      the
      Applicable Person; (b) the
      consolidation or merger of the Applicable Person with or into another Person
      pursuant to a transaction in which the outstanding Voting Securities of the
      Applicable Person are changed into or exchanged for cash, securities or other
      property, other than any such transaction where (i) the
      outstanding Voting Securities of the Applicable Person are changed into or
      exchanged for Voting Securities of the surviving Person or its parent and (ii) the
      holders of the Voting Securities of the Applicable Person immediately prior
      to
      such transaction own, directly or indirectly, not less than a majority of the
      outstanding Voting Securities of the surviving Person or its parent immediately
      after such transaction; and (c) a
“person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the
      Exchange Act) (other than Teekay or its Affiliates, with respect to Teekay
      LNG
      General Partner, Teekay Offshore General Partner or Teekay Offshore OLP), being
      or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
      the Exchange Act) of more than 50% of all of the then outstanding Voting
      Securities of the Applicable Person, except in a merger or consolidation which
      would not constitute a Change of Control under clause (b) above.




“ *Conflicts
      Committee* ”
means
      the Conflicts Committee of the board of directors of Teekay LNG General Partner
      or Teekay Offshore General Partner, as applicable.




“ *Contribution
      Assets”* means
      the LNG Contribution Assets or the Offshore Contribution Assets, as
      applicable.




“ *control* ”
means
      the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract or otherwise.




“ *Covered
      Environmental Losses* ”
means
      all environmental and toxic tort Losses suffered or incurred by the LNG
      Partnership Group or the Offshore Partnership Group, as applicable, by reason
      of
      or arising out of:




(i)  any
      violation or correction of violation of Environmental Laws; or




(ii)  any
      event
      or condition associated with ownership or operation by the Teekay Entities
      of
      the LNG Contribution Assets, with respect to the LNG Partnership Group, or
      the
      Offshore Contribution Assets, with respect to the Offshore Partnership Group
      (including, without limitation, the presence of Hazardous Substances on, under,
      about or migrating to or from the LNG Contribution Assets or the Offshore
      Contribution Assets or the disposal or release of Hazardous Substances generated
      by operation of the LNG Contribution Assets or the Offshore Contribution Assets,
      as applicable), including, without limitation, (A) the cost and expense of
      any
      investigation, assessment, evaluation, monitoring, containment, cleanup, repair,
      restoration, remediation or other corrective action required or necessary under
      Environmental Laws, (B) the cost or expense of the preparation and
      implementation of any closure, remedial, corrective action or other plans
      required or necessary under Environmental Laws and (C) the cost and expense
      for
      any environmental or toxic tort pre-trial, trial or appellate legal or
      litigation support work;




but
      only
      to the extent that such violation complained of under clause (i), or such events
      or conditions included in clause (ii), occurred before the LNG Closing Date,
      with respect to the LNG Contribution Assets, or the Offshore Closing Date,
      with
      respect to the Offshore Contribution Assets; and provided that in no event
      shall
      Losses to the extent arising from a change in any Environmental Law after the
      LNG Closing Date or the Offshore Closing Date, as applicable, be deemed "Covered
      Environmental Losses."




*"Crude
      Oil Assets"* means
      crude oil tankers and related charters, excluding any crude oil tankers and
      related charters that constitute Offshore Assets.




*"Crude
      Oil Restricted Business"* has the
      meaning given such term in Section 4.1.




“ *Environmental
      Laws* ”
means
      all U.S. federal, state and local and all foreign laws, statutes, rules,
      regulations, orders, judgments and ordinances relating to protection of health
      and safety and the environment, including, without limitation, the United States
      federal Comprehensive Environmental Response, Compensation and Liability Act,
      the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water
      Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Oil
      Pollution Act of 1990, the Hazardous Materials Transportation Act, the Marine
      Mammal Protection Act, the Endangered Species Act, the National Environmental
      Policy Act, and other environmental conservation and protection laws, each
      as
      amended through the LNG Closing Date or the Offshore Closing Date, as
      applicable.




“ *Event
      of Loss* ”
means
      any of the following events: (a) the actual or constructive total loss of a
      Suezmax Asset or an Aframax Asset or the agreed or compromised total loss of
      a
      Suezmax Asset or an Aframax Asset; (b) the destruction of a Suezmax Asset or
      an
      Aframax Asset; (c) the damage to a Suezmax Asset or an Aframax Asset to an
      extent, determined in good faith by Teekay LNG General Partner's Conflicts
      Committee, with respect to a Suezmax Asset, or Teekay Offshore General Partner's
      Conflicts Committee, with respect to an Aframax Asset, within 90 days after
      the
      occurrence of such damage, as shall make repair thereof uneconomical or shall
      render such Suezmax Asset or Aframax Asset permanently unfit for normal use
      (other than obsolescence); or (d) the condemnation, confiscation, requisition,
      seizure, forfeiture or other taking of title to or use of a Suezmax Asset or
      an
      Aframax Asset that shall not be revoked within six months. An Event of Loss
      shall be deemed to have occurred: (i) in the event of the destruction or other
      actual total loss of a Suezmax Asset or an Aframax Asset, on the date of such
      loss; (ii) in the event of a constructive, agreed or compromised total loss
      of a
      Suezmax Asset or an Aframax Asset, on the date of determination of such total
      loss pursuant to the relevant insurance policy; (iii) in the case of any event
      referred to in clause (c) above, upon such determination by the applicable
      Conflicts Committee; or (iv) in the case of any event referred in clause (d)
      above, on the date six months after the occurrence of such event.




“ *Exchange
      Act* ”
means
      the Securities Exchange Act of 1934, as amended.




“ *Existing
      Offshore Project Assets* ”
means
      the following Offshore Assets: two conventional crude oil tankers (the *Navion
      Bergen* and the *Navion
      Gothenburg* )
      that
      Teekay currently is converting to shuttle tankers and one floating storage
      and
      offtake unit (the *Dampier
      Spirit* )
      currently being upgraded.




*“First
      Offer Negotiation Period”* has the
      meaning given such term in Section 6.2.




*"Fully-Built-Up
      Cost"* ”
means,
      with respect to an LNG Asset or an Offshore Asset to be acquired or leased
      (pursuant to a capitalized lease obligation) by an LNG Partnership Group Member
      or an Offshore Partnership Group Member, respectively, the aggregate amount
      of
      all expenditures incurred (or to be incurred prior to delivery to the LNG
      Partnership Group Member or the Offshore Partnership Group Member) to acquire,
      construct and/or convert and bring such LNG Asset or Offshore Asset to the
      condition and location necessary for its intended use by the LNG Partnership
      Group Member or the Offshore Partnership Group Member, as applicable, plus
      a
      reasonable allocation of overhead costs related to the development of such
      project and other projects that would have been subject to the offer rights
      set
      forth in this Agreement but were not completed; *provided,
      however* ,
      that in
      determining the Fully-Built-Up Cost of an Offshore Asset that is constructed
      or
      converted using a hull from Teekay's fleet (including the Existing Offshore
      Project Assets), such hull shall be valued at its fair market value at the
      time
      of the vessel's transfer by Teekay and the Fully-Built-Up Cost of such Offshore
      Asset (other than the hull) shall be determined as otherwise set forth in this
      definition.




“ *Hazardous
      Substances* ”
means
      (a) substances which contain substances defined in or regulated under applicable
      Environmental Laws; (b) petroleum and petroleum products, including crude
      oil and any fractions thereof; (c) natural gas, synthetic gas and any
      mixtures thereof; (d) any substances with respect to which a federal, state,
      foreign or local agency requires environmental investigation, monitoring,
      reporting or remediation; (e) any hazardous waste or solid waste, within the
      meaning of any Environmental Law; (f) any solid, hazardous, dangerous or toxic
      chemical, material, waste or substance, within the meaning of and regulated
      by
      any Environmental Law; (g) any radioactive material; and (h) any
      asbestos-containing materials that represent a health hazard.





*“LNG”* means
      liquefied natural gas.




“ *LNG
      Assets* ”
means
      LNG carriers and related time charters.




“ *LNG
      Closing Date* ”
means
      May 10, 2005, the date of the closing of the initial public offering of common
      units representing limited partner interests in Teekay LNG MLP.




“ *LNG
      Contribution Agreement* ” ** means
      that certain Contribution, Conveyance and Assumption Agreement, dated as of
      May
      10, 2005, among Teekay, Teekay LNG General Partner, Teekay LNG MLP, Teekay
      LNG
      OLLC and Teekay Shipping Spain, S.L., together with the additional conveyance
      documents and instruments contemplated or referenced thereunder.




“ *LNG
      Contribution Assets”* means
      the assets of the Teekay LNG Partnership Group as of the LNG Closing
      Date.




“ *LNG
      Partnership Entities* ”
means
      Teekay LNG General Partner, Teekay LNG MLP, Teekay LNG OLLC and any Person
      controlled by any such entity.




“ *LNG
      Partnership Group* ”
means
      Teekay LNG MLP, Teekay LNG OLLC and any Person controlled by any such
      entity.




“ *LNG
      Partnership Group Member* ” ** means
      any
      Person in the LNG Partnership Group.




*"LNG
      Restricted Business"* has the
      meaning given such term in Section 2.1.




“ *Losses* ”
means
      losses, damages, liabilities, claims, demands, causes of action, judgments,
      settlements, fines, penalties, costs and expenses (including, without
      limitation, court costs and reasonable attorneys’ and experts’ fees) of any and
      every kind or character; provided, however, that such term shall not include
      any
      special, indirect, incidental or consequential damages.




*“Offer”* has
      the
      meaning given such term in Section 5.1(b).




*"Offered
      Assets"* has the
      meaning given such term in Section 5.1(a).




“ *Offeree* ”
has
      the
      meaning given such term in Section 5.1(a).




*“Offer
      Period”* has the
      meaning given such term in Section 5.1(e).




“ *Offshore
      Assets* ”
means
      (a) dynamically-positioned shuttle tankers (excluding dynamically-positioned
      shuttle tankers that operate in conventional crude oil tanker trades under
      Qualifying Contracts), (b) floating storage and offtake units, (c) floating
      production, storage and offloading units and (d) related time charters or
      contracts of affreightment.




“ *Offshore
      Closing Date* ”
means
      the date of the closing of the initial public offering of common units
      representing limited partner interests in Teekay Offshore MLP.




“ *Offshore
      Contribution Agreement* ” ** means
      that certain Contribution, Conveyance and Assumption Agreement, dated as of
      the
      Offshore Closing Date, among Teekay, Teekay Offshore General Partner, Teekay
      Offshore MLP, Teekay Offshore OLP and Teekay Offshore Operating General Partner,
      together with the additional conveyance documents and instruments contemplated
      or referenced thereunder.




“ *Offshore
      Contribution Assets”* means
      the assets of Teekay Offshore OLP as of the Offshore Closing Date.




“ *Offshore
      Partnership Entities* ”
means
      Teekay Offshore General Partner, Teekay Offshore MLP, Teekay Offshore Operating
      General Partner, Teekay Offshore OLP and any Person controlled by any such
      entity.




“ *Offshore
      Partnership Group* ”
means
      Teekay Offshore MLP, Teekay Offshore Operating General Partner, Teekay Offshore
      OLP and any Person controlled by any such Person.




“ *Offshore
      Partnership Group Member* ” ** means
      any
      Person in the Offshore Partnership Group.




“ *offshore
      project* ” ** means
      any
      project involving the marine transportation, production, processing or storage
      of crude oil using Offshore Assets.




*"Offshore
      Restricted Business"* has the
      meaning given such term in Section 3.1.




“ *Original
      Agreement* ”
is
      defined in the recitals to this Agreement.




“ *Parties"* means
      the
      parties to this Agreement and their successors and permitted
      assigns.




“ *Petrojarl* ”
means
      Petrojarl ASA, a Norwegian company of which Teekay owns a majority of its
      outstanding capital stock as of the date of this Agreement.




" *Petrojarl
      Excluded Assets* "
      has the
      meaning given such term in Section 3.2(h).




“ *Petrojarl
      Joint Venture Agreement* ”
means
      the Joint Venture Partners' Agreement dated June 14, 2006 among Petrojarl JV
      AS,
      Teekay Petrojarl Offshore Holdings L.L.C. and Teekay Petrojarl GP L.L.C., as
      it
      may be amended, modified, or supplemented from time to time.




“ *Person* ”
means
      an individual, corporation, partnership, joint venture, trust, limited liability
      company, unincorporated organization or any other entity.




*"Potential
      Transferee"* has the
      meaning given such term in Section 6.2.




“ *Qualifying
      Contract* ”
means
      a
      time charter or contract of affreightment with a remaining duration, excluding
      any extension options, of at least three years. For purposes of this definition,
      the duration of any life-of-field contract of affreightment shall be deemed
      to
      equal the expected remaining life of the relevant oil field as determined by
      Wood Mackenzie Ltd., or, if Wood Mackenzie is not available, another reasonably
      suitable independent entity qualified to estimate the remaining life of the
      relevant oil field.




“ *Qualifying
      Petrojarl Joint Venture Offshore Projects* ”
means
      projects subject to the Petrojarl Joint Venture Agreement that involve Offshore
      Assets that are subject to a Qualifying Contract.




*“Re-Charter”* means
      the
      chartering-out of an LNG Asset, an Offshore Asset or a Crude Oil Asset pursuant
      to a Qualifying Contract in the event that its existing charter or contract
      of
      affreightment expires or is terminated early (including, without limitation,
      the
      chartering of any Replacement Suezmax Asset or Replacement Aframax Asset but
      only if the charter party for the Replacement Suezmax Asset or Replacement
      Aframax Asset, as applicable, is not the same charter party (or an Affiliate
      of
      such charter party) as for the replaced Suezmax Asset or Aframax Asset).




“ *Replacement*  *Aframax
      Assets* ” ** means
      any
      Aframax tankers that replace any Afraxmax Assets upon (a) an Event of Loss
      or
      (b) the replacement of a time-charter arrangement existing as of the Offshore
      Closing Date where the original Aframax Asset which was subject to such time
      charter has been sold or transferred due to the exercise by the charter party
      of
      its right under the time charter to cause such sale or transfer.




“ *Replacement*  *Suezmax
      Assets* ” ** means
      any
      Suezmax tankers that replace any Suezmax Assets upon (a) an Event of Loss or
      (b)
      the replacement of a time-charter arrangement existing as of the LNG Closing
      Date where the original Suezmax Asset which was subject to such time charter
      has
      been sold or transferred due to the exercise by the charter party of its right
      under the time charter to cause such sale or transfer.




*"Restricted
      Business"* means,
      as applicable, the LNG Restricted Business, the Offshore Restricted Business
      or
      the Crude Oil Restricted Business.




*"Retained
      Assets"* means
      all right, title and interest in and to assets other than (a) the LNG
      Contribution Assets or (b) the Offshore Contribution Assets, as
      applicable.




*"Retained
      Liabilities"* means
      any and all liabilities and obligations of any and every kind or character
      not
      assumed by (a) the LNG Partnership Group pursuant to the LNG Contribution
      Agreement or (b) the Offshore Partnership Group pursuant to the Offshore
      Contribution Agreement, as applicable.




*“Sale
      Assets”* has
      the
      meaning given such term in Section 6.2.




“ *Suezmax
      Assets* ”
means
      the Suezmax tankers included in the LNG Contribution Assets and any Replacement
      Suezmax Assets relating to such original Suezmax tankers.




“ *Teekay* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      Entities* ”
means
      Teekay and any Person controlled, directly or indirectly, by Teekay other than
      the LNG Partnership Entities and the Offshore Partnership Entities.




“ *Teekay
      LNG General Partner* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      LNG MLP* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      LNG MLP Agreement* ”
means
      the First Amended and Restated Agreement of Limited Partnership of the Teekay
      LNG MLP, dated as of May 10, 2005, as amended by Amendment No. 1 dated
      as of May 31, 2006, as such agreement is in effect on the Offshore Closing
      Date, to which reference is hereby made for all purposes of this Agreement.
      No
      amendment or modification to the Teekay LNG MLP Agreement subsequent to the
      Offshore Closing Date shall be given effect for purposes of this Agreement
      unless consented to by each of the Parties to this Agreement.




“ *Teekay
      LNG OLLC* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      Offshore General Partner* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      Offshore MLP* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      Offshore MLP Agreement* ”
means
      the First Amended and Restated Agreement of Limited Partnership of the Teekay
      Offshore MLP, dated as of the Offshore Closing Date, as such agreement is in
      effect on the Offshore Closing Date, to which reference is hereby made for
      all
      purposes of this Agreement. No amendment or modification to the Teekay Offshore
      MLP Agreement subsequent to the Offshore Closing Date shall be given effect
      for
      purposes of this Agreement unless consented to by each of the Parties to this
      Agreement.




“ *Teekay
      Offshore OLP* ”
is
      defined in the introduction to this Agreement.




“ *Teekay
      Offshore Operating General Partner* ”
is
      defined in the introduction to this Agreement.




*“Transfer”* means
      any transfer, assignment, sale or other disposition of (a) any LNG Assets
      by a Teekay Entity or an Offshore Partnership Group Member, (b) any Offshore
      Assets by a Teekay Entity or an LNG Partnership Group Member, or (c) any Crude
      Oil Assets by an LNG Partnership Group Member or an Offshore Partnership Group
      Member; *provided,
      however* ,
      that
      such term shall not include: (i) transfers, assignments, sales or other
      dispositions from a Teekay Entity to another Teekay Entity, from an LNG
      Partnership Group Member to another LNG Partnership Group Member or from an
      Offshore Partnership Group Member to another Offshore Partnership Group Member;
      (ii) transfers, assignments, sales or other dispositions pursuant to the terms
      of any related charter, contract of affreightment or other agreement with a
      charter party or the party to the contract of affreightment, as applicable;
      (iii) transfers, assignments, sales or other dispositions pursuant to Article
      II, III or IV of this Agreement; (iv) grants of security interests in or
      mortgages or liens on such LNG Assets, Offshore Assets or Crude Oil Assets
      in
      favor of a *bona
      fide* third-party lender (but not the foreclosing of any such security interest,
      mortgage or lien); or (v) transfers, assignments, sales or other
      dispositions by a Teekay Entity (other than Petrojarl or any Person controlled
      thereby) of any Offshore Assets it owns as of the date of this agreement if,
      at
      the time of the proposed transfer, assignment, sale or other disposition, the
      applicable Offshore Asset is not subject to a Qualifying Contract.




*“Transfer
      Notice”* has
      the
      meaning given such term in Section 6.2.




*"Transferring
      Party"* has the
      meaning given such term in Section 6.2.




“ *Voting
      Securities* ”
means
      securities of any class of Person entitling the holders thereof to vote in
      the
      election of members of the board of directors or other similar governing body
      of
      the Person.




**ARTICLE
      II**


**LNG
      RESTRICTED BUSINESS OPPORTUNITIES**




**2.1**  ***LNG
      Restricted Businesses.*** Subject
      to Section 8.4 and except as permitted by Section 2.2, each of the Teekay
      Entities and the Offshore Partnership Group Members shall be prohibited from
      engaging in or acquiring or investing in any business that owns, operates or
      charters LNG
      Assets (each an “ *LNG
      Restricted Business* ”).




**2.2**  ***Permitted
      Exceptions.*** Notwithstanding any provision of Section 2.1 to the
      contrary, the Teekay Entities and the Offshore Partnership Group Members may
      engage in the
      following activities under any of the following circumstances:




(a)  the
      ownership, operation and/or chartering of any LNG Assets that they acquire
      after
      the date of this Agreement if:




(i)  such
      LNG
      Assets are acquired as part of a business or package of assets in a transaction
      in which the fair market value of such LNG Assets represents less than a
      majority of the fair market value of the total assets or business acquired
      (fair
      market value as determined in good faith by the board of directors of Teekay
      or
      Teekay Offshore General Partner's Conflicts Committee, as applicable);
      and




(ii)  the
      Teekay Entity or the Offshore Partnership Group Member has offered Teekay LNG
      General Partner the opportunity for any of the Teekay LNG Partnership Group
      Members to purchase such LNG Assets in accordance with the procedures set forth
      in Section 5.1 and Teekay LNG General Partner, with the approval of Teekay
      LNG
      General Partner's Conflicts Committee, has elected not to cause any Teekay
      LNG
      Partnership Group Member to purchase such LNG Assets;




(b)  the
      ownership, operation and/or chartering of LNG Assets that (i) are subject to
      an
      offer to purchase by a Teekay Entity or an Offshore Partnership Group Member
      as
      described in Section 2.2(a)(ii) or (ii) subject to Section 5.1, relate to a
      tender, bid or award for a proposed LNG project that a Teekay Entity has
      submitted or received (or hereafter submits or receives) (such LNG Assets in
      clause (ii) being referred to herein as " *Bid
      LNG Assets* "),
      in
      each case pending the applicable offer of such LNG Assets to Teekay LNG General
      Partner and Teekay LNG General Partner's determination pursuant to Section
      5.1
      whether to purchase the LNG Assets and, if Teekay LNG General Partner's
      Conflicts Committee determines to cause a Teekay LNG Partnership Group Member
      to
      purchase such LNG Assets, pending the closing of such purchase;




(c)  the
      provision by Teekay Entities of ship management services relating to an LNG
      Restricted Business;




(d)  the
      acquisition of up to a 9.9% equity ownership, voting or profit participation
      interest in any publicly traded Person (other than Teekay LNG MLP) that engages
      in an LNG Restricted Business;




(e)  the
      ownership, operation and/or chartering of any LNG Assets with respect to which
      Teekay LNG General Partner has advised Teekay or Teekay Offshore General
      Partner, as applicable, that Teekay LNG General Partner has elected, with the
      approval of Teekay LNG General Partner's Conflicts Committee, not to cause
      a
      Teekay LNG Partnership Group Member to acquire (or seek to acquire); or




(f)  the
      ownership, operation and/or chartering by Teekay Entities of the LNG Assets
      subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005,
      between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its
      obligations to purchase (or to cause other Teekay LNG Partnership Group Members
      to purchase) such LNG Assets under such agreement.




**ARTICLE
      III**


**OFFSHORE
      RESTRICTED BUSINESS OPPORTUNITIES**




**3.1**  ***Offshore
      Restricted Businesses.*** Subject
      to Section 8.4 and except as permitted by Section 3.2, each of the Teekay
      Entities and the LNG Partnership Group Members shall be prohibited from engaging
      in or acquiring or investing in any business that owns, operates or charters
      Offshore Assets (each an “ *Offshore
      Restricted Business* ”); *provided,
      however* ,
      that,
      subject to Section 6.1, nothing in this Agreement shall prohibit the LNG
      Partnership Group Members from owning, operating or chartering any Suezmax
      Assets that are hereafter converted into Offshore Assets.




**3.2**  ***Permitted
      Exceptions.*** Notwithstanding any provision of Section 3.1 to the contrary, the Teekay
      Entities and the LNG Partnership Group Members may engage in the following
      activities under any of the following circumstances:




(a)  the
      ownership, operation and/or chartering of Offshore Assets that are not subject
      to a Qualifying Contract;




(b)  the
      ownership, operation and/or chartering of any Offshore Assets that they acquire
      after the date of this Agreement if:




(i)  such
      Offshore Assets are acquired as part of a business or package of assets in
      a
      transaction in which the fair market value of such Offshore Assets represents
      less than a majority of the fair market value of the total assets or business
      acquired (fair market value as determined in good faith by the board of
      directors of Teekay or Teekay LNG General Partner's Conflicts Committee, as
      applicable); and




(ii)  the
      Teekay Entity or the LNG Partnership Group Member has offered Teekay Offshore
      General Partner the opportunity for any of the Teekay Offshore Partnership
      Group
      Members to purchase such Offshore Assets in accordance with the procedures
      set
      forth in Section 5.1 and Teekay Offshore General Partner, with the approval
      of
      Teekay Offshore General Partner's Conflicts Committee, has elected not to cause
      any Teekay Offshore Partnership Group Member to purchase such Offshore
      Assets;




(c)  the
      ownership, operation and/or chartering of Offshore Assets that (i) are subject
      to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member
      as
      described in Section 3.2(b)(ii), or (ii) subject to Section 5.1, relate to
      a tender, bid or award for a proposed offshore project that a Teekay Entity
      has
      submitted or received (or hereafter submits or receives), including Qualifying
      Petrojarl Joint Venture Offshore Projects and the Existing Offshore Project
      Assets (such Offshore Assets in clause (ii) being referred to herein as
      " *Bid
      Offshore Assets* "),
      in
      each case pending the applicable offer of such Offshore Assets to Teekay
      Offshore General Partner and Teekay Offshore General Partner's determination
      pursuant to Section 5.1 whether to purchase the Offshore Assets and, if Teekay
      Offshore General Partner's Conflicts Committee determines to cause a Teekay
      Offshore Partnership Group Member to purchase such Offshore Assets, pending
      the
      closing of such purchase;




(d)  the
      provision by Teekay Entities of ship management services relating to an Offshore
      Restricted Business;




(e)  the
      acquisition of up to a 9.9% equity ownership, voting or profit participation
      interest in any publicly traded Person that engages in an Offshore Restricted
      Business;




(f)  the
      ownership, operation and/or chartering of any Offshore Assets with respect
      to
      which Teekay Offshore General Partner has advised Teekay or Teekay LNG General
      Partner, as applicable, that Teekay Offshore General Partner has elected, with
      the approval of Teekay Offshore General Partner's Conflicts Committee, not
      to
      cause a Teekay Offshore Partnership Group Member to acquire (or seek to
      acquire);




(g)  the
      ownership by Teekay Entities of (i) a limited partnership interest in Teekay
      Offshore OLP, (ii) interests in Teekay Offshore MLP and (iii), subject to
      Section 3.2(h), interests in Petrojarl;




(h)  (i)
      prior
      to Teekay Entities owning 100% of Petrojarl, the ownership, operation and/or
      chartering by Petrojarl or its controlled affiliates of (A) the Offshore
      Assets owned, operated and/or chartered by Petrojarl or its controlled
      affiliates as of the Offshore Closing Date (" *Petrojarl
      Excluded Assets* ")
      or
      (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and
      (ii) subject to Section 5.1, following the acquisition by the Teekay
      Entities of 100% of Petrojarl, the ownership, operation and/or chartering by
      Petrojarl or its controlled affiliates of Offshore Assets then subject to
      Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture
      Offshore Projects) pending the applicable offer of such Offshore Assets to
      Teekay Offshore General Partner and Teekay Offshore General Partner's
      determination pursuant to Section 5.1 whether to purchase such Offshore Assets
      and, if Teekay Offshore General Partner's Conflicts Committee determines to
      cause an Offshore Partnership Group Member to purchase such Offshore Assets,
      pending the closing of such purchase.




**ARTICLE
      IV**


**CRUDE
      OIL RESTRICTED BUSINESS OPPORTUNITIES**




**4.1**  ***Crude
      Oil Restricted Businesses.*** Subject
      to Section 8.4 and except as permitted by Section 4.2, each LNG Partnership
      Group Member and each Offshore Partnership Group Member shall be prohibited
      from
      engaging in or acquiring or investing in any business that owns, operates or
      charters Crude Oil Assets (each a “ *Crude
      Oil Restricted Business* ”).




**4.2**  ***Permitted
      Exceptions.*** Notwithstanding any provision of Section 4.1 to the contrary, the LNG
      Partnership Group Members and the Offshore Partnership Group Members may engage
      in the following activities under any of the following
      circumstances:




(a)  the
      LNG
      Partnership Group Members may engage in the ownership, operation and/or
      chartering of any of the Suezmax Assets, including any Replacement Suezmax
      Assets;




(b)  the
      Offshore Partnership Group Members may engage in the ownership, operation and/or
      chartering of any of the Aframax Assets, including any Replacement Aframax
      Assets;




(c)  the
      ownership, operation and/or chartering of any Crude Oil Assets that it acquires
      after the date of this Agreement if:




(i)  such
      Crude Oil Assets are acquired as part of a business or package of assets in
      a
      transaction in which the fair market value of such Crude Oil Assets represents
      less than a majority of the fair market value of the total assets or business
      acquired (fair market value as determined in good faith by the Conflicts
      Committee of the board of directors of Teekay LNG General Partner or Teekay
      Offshore General Partner, as applicable); and




(ii)  the
      LNG
      Partnership Group Member or Offshore Partnership Group Member, as applicable,
      has offered Teekay the opportunity for Teekay or any other Teekay Entity to
      purchase such Crude Oil Assets in accordance with the procedures set forth
      in
      Section 5.1 and Teekay has elected not to purchase and not to cause another
      Teekay Entity to purchase such Crude Oil Assets;




(d)  the
      ownership, operation and/or chartering of Crude Oil Assets that are subject
      to
      an offer by an LNG Partnership Group Member or an Offshore Partnership Group
      Member as described in Section 4.2(c) pending Teekay's determination whether
      to
      purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity
      to purchase such Crude Oil Assets, pending the closing of such
      purchase;




(e)  the
      acquisition of up to a 9.9% equity ownership, voting or profit participation
      interest in any publicly traded Person that engages in a Crude Oil Restricted
      Business; or




(f)  the
      ownership, operation and/or chartering by an LNG Partnership Group Member or
      an
      Offshore Partnership Group Member of any Crude Oil Assets with respect to which
      Teekay has previously advised Teekay LNG General Partner or Teekay Offshore
      General Partner, as applicable, that Teekay has elected not to cause a Teekay
      Entity to acquire (or seek to acquire).




**ARTICLE
      V**


**BUSINESS** **OPPORTUNITIES
      PROCEDURES**




***5.1***  ***Procedures.*** **** (a) In
      the
      event that (i) an LNG Partnership Group Member or an Offshore Partnership
      Group Member acquires Crude Oil Assets as part of a larger transaction in
      accordance with Section 4.2(c), (ii) a Teekay Entity or an Offshore Partnership
      Group Member acquires LNG Assets as part of a larger transaction in accordance
      with Section 2.2(a), (iii) a Teekay Entity or an LNG Partnership Group Member
      acquires Offshore Assets as part of a larger transaction in accordance with
      Section 3.2(b), (iv) a Teekay Entity is awarded a contract for the
      transportation requirements for all or any portion of any proposed LNG project
      or offshore project for which a Teekay Entity has tendered or submitted a bid
      (and, with respect to Offshore Assets, the contract is a Qualifying Contract),
      including, without limitation, the projects to be served by the Existing
      Offshore Project Assets, (v) the Teekay Entities acquire 100% ownership of
      Petrojarl or (vi) a Teekay Entity proposes to Re-Charters any LNG Assets or
      Offshore Assets (including any Petrojarl Excluded Assets once the Teekay
      entities acquire 100% ownership of Petrojarl), then:




(x)
      in
      the case of clause (i), (ii), (iii), (v) or (vi) above, not later than 30 days
      after the consummation of the acquisition or the proposed Re-Chartering of
      any
      Offshore Assets; *provided,
      however* ,
      that
      such period shall be 365 days for acquisitions of Offshore Assets by any Teekay
      Entities or any LNG Partnership Group Members or the acquisition of 100%
      ownership of Petrojarl by any Teekay Entities; or




(y)
      in
      the case of clause (iv) above, not later than 180 days before the scheduled
      delivery date of the relevant Bid LNG Asset or 365 days after the delivery
      date
      of the relevant Bid Offshore Asset,




such
      acquiring party or such party proposing to Re-Charter the LNG Assets or Offshore
      Assets (as applicable, the " *Acquiring
      Party* ")
      shall
      notify (A) Teekay, in the case of an acquisition by an LNG Partnership Group
      Member or an Offshore Partnership Group Member of Crude Oil Assets, (B) Teekay
      LNG General Partner, in the case of (x) an acquisition by a Teekay Entity
      or an Offshore Partnership Group Member of LNG Assets, (y) a proposed
      acquisition of Bid LNG Assets or (z) the proposed Re-Chartering by a Teekay
      Entity of LNG Assets or (C) Teekay Offshore General Partner, in the case of
      (w) an acquisition by a Teekay Entity or an LNG Partnership Group Member of
      Offshore Assets, (x) a proposed acquisition of Bid Offshore Assets, (y) the
      acquisition of 100% ownership of Petrojarl or (z) the proposed
      Re-Chartering by a Teekay Entity of Offshore Assets, in each case of such
      acquisition (or proposed acquisition) or proposed Re-Chartering, and offer
      such
      party to be notified (each an " *Offeree* ")
      the
      opportunity for the Offeree (or, in the case of Teekay, Teekay LNG General
      Partner or Teekay Offshore General Partner, any other Teekay Entity, LNG
      Partnership Group Member or Teekay Offshore Partnership Group Member,
      respectively) to purchase such Crude Oil Assets, LNG Assets, Bid LNG Assets,
      Bid
      Offshore Assets or Offshore Assets, including, with respect to Petrojarl,
      Offshore Assets subject to Qualifying Contracts at the time Teekay acquires
      100%
      ownership of Petrojarl (including any Petrojarl interest in a joint venture
      that
      owns, operates or charters an Offshore Asset subject to a Qualifying Contract),
      as applicable (the " *Offered
      Assets* ").




(b)  The
      purchase price for any Offered Assets pursuant to Section 5.1(a) above
      shall be (i) the Offered Assets' fair market value (plus any Break-up Costs),
      in
      the case of Section 5.1(a)(i), (ii), (iii), (v) or (vi) or (ii) the Offered
      Assets' Fully-Built-Up Cost, in the case of Section 5.1(a)(iv) or for
      Existing Offshore Project Assets, in each case on commercially reasonable terms
      in accordance with this Section (the “ *Offer* ”).




(c)  The
      Offer
      shall set forth the Acquiring Party's proposed terms relating to the purchase
      of
      the Offered Assets by the Offeree (or, in the case of Teekay, Teekay LNG General
      Partner or Teekay Offshore General Partner, any other Teekay Entity, LNG
      Partnership Group Member or Offshore Partnership Group Member, respectively),
      including any liabilities to be assumed by the Offeree as part of the Offer.




(d)  As
      soon
      as practicable after the Offer is made, the Acquiring Party will deliver to
      the
      Offeree all information prepared by or on behalf of or in the possession of
      such
      Acquiring Party relating to the Offered Assets and reasonably requested by
      the
      Offeree. As soon as practicable, but in any event, within 90 days after receipt
      of such notification (30 days in the case of a proposed Re-Chartering of LNG
      Assets or Offshore Assets), the Offeree shall notify the Acquiring Party in
      writing that either:




(i)  the
      Offeree (with the concurrence of the applicable Conflicts Committee if the
      Offeree is Teekay LNG General Partner or Teekay Offshore General Partner) has
      elected not to purchase (or not to cause any of its permitted Affiliates to
      purchase) such Offered Assets, in which event the Acquiring Party and its
      Affiliates shall, subject to the other terms of this Agreement (including,
      without limitation, this Section 5.1 and Article VI in connection with any
      subsequently proposed Re-Chartering by a Teekay Entity of any LNG Assets or
      Offshore Assets), be forever free to continue to own, operate and charter such
      Offered Assets or, with respect to any proposed Re-Chartering of LNG Assets
      or
      Offshore Assets, be free to Re-Charter the LNG Assets or Offshore Assets in
      such
      instance as provided in Article VI; or




(ii)  the
      Offeree (with the concurrence of the applicable Conflicts Committee if the
      Offeree is Teekay LNG General Partner or Teekay Offshore General Partner) has
      elected to purchase (or to cause any of its permitted Affiliates to purchase)
      such Offered Assets, in which event the procedures set forth in
      Section 5.1(e) below shall be followed.




(e)  In
      the
      event of a proposed purchase pursuant to Section 5.1(d)(ii):




(i)  After
      the
      receipt of the Offer by the Offeree, the Acquiring Party and the Offeree shall
      determine the fair market value (and any Break-up Costs) or the Fully-Built-Up
      Cost, as applicable, of the Offered Assets that are subject to the Offer and
      the
      other terms of the Offer on which the Offered Assets will be sold to the
      Offeree. If the Acquiring Party and the Offeree agree (with the concurrence
      of
      the applicable Conflicts Committee) on the fair market value (and any Break-up
      Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets that
      are
      subject to the Offer and the other terms of the Offer during the 30-day period
      after receipt by the Acquiring Party of the Offeree's election to purchase
      (or
      to cause any permitted Affiliate of the Offeree to purchase) the Offered Assets
      (the “ *Offer
      Period* ”),
      the
      Offeree shall purchase (or cause any of its permitted Affiliates to purchase)
      the Offered Assets on such terms as soon as commercially practicable after
      such
      agreement has been reached.




(ii)  If
      the
      Acquiring Party and the Offeree are unable to agree on the fair market value
      (and any Break-up Costs) or the Fully-Built-Up Cost, as applicable, of the
      Offered Assets that are subject to the Offer or on any other terms of the Offer
      during the Offer Period, the Acquiring Party and the Offeree will engage an
      independent ship broker and/or an independent investment banking firm prior
      to
      the end of the Offer Period to determine the fair market value (and any Break-up
      Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets and/or
      the other terms on which the Acquiring Party and the Offeree are unable to
      agree. In determining the fair market value or the Fully-Built-Up Cost of the
      Offered Assets and other terms on which the Offered Assets are to be sold,
      the
      ship broker or investment banking firm, as applicable, will have access to
      the
      proposed sale and purchase values and terms for the Offer submitted by the
      Acquiring Party and the Offeree, respectively, and to all information prepared
      by or on behalf of the Acquiring Party relating to the Offered Assets and
      reasonably requested by such ship broker or investment banking firm. Such ship
      broker or investment banking firm will determine the fair market value (and
      any
      Break-up Costs) or Fully-Built-Up Cost of the Offered Assets and/or the other
      terms on which the Acquiring Party and the Offeree are unable to agree within
      60
      days of its engagement and furnish the Acquiring Party and the Offeree its
      determination. The fees and expenses of the ship broker or investment banking
      firm, as applicable, will be divided equally between the Acquiring Party and
      the
      Offeree. Upon receipt of such determination, the Offeree will have the option,
      but not the obligation, to (with the concurrence of the applicable Conflicts
      Committee if the Offeree is Teekay LNG General Partner or Teekay Offshore
      General Partner):




(x)  purchase
      the Offered Assets for the fair market value (and any Break-up Costs) or
      Fully-Built-Up Cost, as applicable, and on the other terms determined by the
      ship broker or investment banking firm, as soon as commercially practicable
      after determinations have been made; or




(y)  elect
      not
      to purchase such Offered Assets, in which event the Acquiring Party and its
      Affiliates shall, subject to the other terms of this Agreement (including,
      without limitation, this Section 5.1 and Article VI in connection with
      any subsequently proposed Re-Chartering by a Teekay Entity of any LNG Assets
      or
      Offshore Assets), be forever free to continue to own, operate and/or charter
      such Offered Assets or, with respect to any proposed Re-Chartering of LNG Assets
      or Offshore Assets, be free to Re-Charter the LNG Assets or Offshore Assets
      in
      such instance as provided in Article VI.




**5.2**  ***Scope
      of Prohibition.*** If any
      Party or its Affiliates engages in a Restricted Business pursuant to any of
      the
      exceptions described in Section 2.2, 3.2 or 4.2, as applicable, the Party and
      its Affiliates may not subsequently expand that portion of their business other
      than pursuant to the exceptions contained in such Sections 2.2, 3.2 or 4.2.
      Except as otherwise provided in this Agreement, the Teekay LNG MLP Agreement
      and
      the Teekay Offshore MLP Agreement, each Party and its Affiliates shall be free
      to engage in any business activity whatsoever, including those that may be
      in
      direct competition with the Teekay Entities, the LNG Partnership Group or the
      Offshore Partnership Group.




**5.3**  ***Enforcement.*** Each
      Party agrees and acknowledges that the other Parties do not have an adequate
      remedy at law for the breach by any such Party of its covenants and agreements
      set forth in this Article
      V ,
      and
      that any breach by any such Party of its covenants and agreements set forth
      in
      this Article
      V would
      result in irreparable injury to such other Parties. Each Party further agrees
      and acknowledges that any other Party may, in addition to the other remedies
      which may be available to such other Party, file a suit in equity to enjoin
      such
      Party from such breach, and consent to the issuance of injunctive relief to
      enforce the provisions of this Article
      V of this
      Agreement.




**ARTICLE
      VI**


**RIGHTS
      OF FIRST OFFER**




**6.1**  ***Rights
      of First Offer*** .




(a)  The
      LNG
      Partnership Group hereby grants (i) Teekay a right of first offer on any
      proposed Transfer or Re-Charter by any LNG Partnership Group Member of any
      Crude
      Oil Assets owned or acquired by any LNG Partnership Group Member and (ii) Teekay
      Offshore MLP a right of first offer on any proposed Transfer or Re-Charter
      by
      any LNG Partnership Group Member of any Offshore Assets owned or acquired by
      any
      LNG Partnership Group Member. The Offshore Partnership Group hereby grants
      (i) Teekay a right of first offer on any proposed Transfer or Re-Charter by
      any Offshore Partnership Group Member of any Crude Oil Assets owned or acquired
      by any Offshore Partnership Group Member and (ii) Teekay LNG General Partner
      a
      right of first offer on any proposed Transfer or Re-Charter by any Offshore
      Partnership Group Member of any LNG Assets owned or acquired by any Offshore
      Partnership Group Member. The Teekay Entities hereby grant (i) Teekay LNG
      MLP a right of first offer on any proposed Transfer or, subject to
      Section 5.1, Re-Charter of any LNG Assets owned or acquired by any Teekay
      Entity and (ii) Teekay Offshore MLP a right of first offer on any proposed
      Transfer or, subject to Section 5.1, Re-Charter of any Offshore Assets
      owned or acquired by any Teekay Entity.




(b)  The
      Parties acknowledge that all potential Transfers or Re-Charters of Crude Oil
      Assets, LNG Assets or Offshore Assets pursuant to this Article VI are subject
      to
      obtaining any and all written consents of governmental authorities and other
      non-affiliated third parties and to the terms of all existing agreements in
      respect of such Crude Oil Assets, LNG Assets or Offshore Assets, as
      applicable.




**6.2**  ***Procedures
      for Rights of First Offer*** .
      In the
      event that an LNG Partnership Group Member, an Offshore Partnership Group Member
      or a Teekay Entity (as applicable, the " *Transferring
      Party* ")
      proposes to Transfer or Re-Charter any Crude Oil Assets, LNG Assets or Offshore
      Assets, as applicable (the “ *Sale
      Assets* ”),
      prior
      to engaging in any negotiation for such Transfer or Re-Charter with any
      non-affiliated third party or otherwise offering to Transfer or Re-Charter
      the
      Sale Assets to any non-affiliated third party, such Transferring Party shall
      give Teekay, Teekay LNG MLP or Teekay Offshore MLP, as applicable (the
      " *Potential
      Transferee* "),
      written notice setting forth all material terms and conditions (including,
      without limitation, the purchase price (in the event of a Transfer) or the
      terms
      of the charter agreement (in the event of a Re-Charter) and a description of
      the
      Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter
      the Sale Assets (the “ *Transfer
      Notice* ”).
      The
      material terms set forth in the Transfer Notice shall have been approved, in
      any
      case where an LNG Partnership Group Member or an Offshore Partnership Group
      Member is the Transferring Party, by the applicable Conflicts Committee of
      Teekay LNG General Partner or Teekay Offshore General Partner. Subject to
      Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of
      any LNG Assets or Offshore Assets, the Transferring Party then shall be
      obligated to negotiate in good faith for a 30-day period following the delivery
      by the Transferring Party of the Transfer Notice (the “ *First
      Offer Negotiation Period* ”)
      to
      reach an agreement for the Transfer or Re-Charter of such Sale Assets to the
      Potential Transferee or any of its Affiliates on the terms and conditions set
      forth in the Transfer Notice. Subject to Section 5.1 with respect to any
      proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets,
      if
      no such agreement with respect to the Sale Assets is reached during the First
      Offer Negotiation Period, and the Transferring Party has not Transferred or
      Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets
      to a third party within 180 days after the end of the First Offer Negotiation
      Period on terms generally no less favorable to the Transferring Party than
      those
      included in the Transfer Notice, then the Transferring Party shall not
      thereafter Transfer or Re-Charter any of the Sale Assets without first offering
      such assets to the applicable Potential Transferee in the manner provided
      above.




**ARTICLE
      VII**


**INDEMNIFICATION**




**7.1**  ***Teekay
      Indemnification*** .
      Subject
      to the provisions of Section 7.2 and Section 7.3, Teekay shall indemnify, defend
      and hold harmless the LNG Partnership Group and the Offshore Partnership Group,
      respectively, from and against: (a) any Covered Environmental Losses relating
      to
      the applicable Contribution Assets and events, circumstances or conditions
      existing prior to or on the LNG Closing Date or the Offshore Closing Date,
      respectively, to the extent that Teekay is notified by Teekay LNG General
      Partner or Teekay Offshore General Partner of any such Covered Environmental
      Losses within five (5) years after the LNG Closing Date or the Offshore Closing
      Date, as applicable; (b) Losses to the Teekay LNG Partnership Group or the
      Teekay Offshore Partnership Group, as applicable, arising from (i) the
      failure of (A) the LNG Partnership Group, immediately after the LNG Closing
      Date, or (B) the Offshore Partnership Group, immediately after the Offshore
      Closing Date, to be the owner of such valid leasehold interests or fee ownership
      interests in and to the applicable Contribution Assets as are necessary to
      enable the LNG Partnership Entities or the Offshore Partnership Entities to
      own
      and operate such Contribution Assets in substantially the same manner that
      such
      Contribution Assets were owned and operated by the Teekay Entities immediately
      prior to the LNG Closing Date or the Offshore Closing Date, as applicable,
      or
      (ii) the failure of (A) the LNG Partnership Entities to have on the LNG
      Closing Date or (B) the Offshore Partnership Entities to have on the
      Offshore Closing Date, as applicable, any consent or governmental permit
      necessary to allow the LNG Partnership Entities or the Offshore Partnership
      Entities, as applicable, to own or operate the applicable Contribution Assets
      in
      substantially the same manner that such Contribution Assets were owned and
      operated by the Teekay Entities immediately prior to the LNG Closing Date or
      the
      Offshore Closing Date, as applicable, in each of clauses (i) and (ii) above,
      to
      the extent that Teekay is notified by Teekay LNG General Partner or Teekay
      Offshore General Partner of such Losses within three (3) years after the LNG
      Closing Date or the Offshore Closing Date, as applicable; (c) all U.S. federal,
      state and local and all foreign income tax liabilities attributable to the
      operation of the applicable Contribution Assets prior to the LNG Closing Date
      or
      the Offshore Closing Date, as applicable, including any such income tax
      liabilities of the Teekay Entities that may result from the consummation of
      the
      formation transactions for the LNG Partnership Group and Teekay LNG General
      Partner or the Offshore Partnership Group and Teekay Offshore General Partner,
      as applicable, but excluding any U.S. federal, state and local and any foreign
      income taxes reserved on the books of the LNG Partnership Group on the LNG
      Closing Date or of the Offshore Partnership Group as of the Offshore Closing
      Date; (d) any events or conditions attributable to or associated with ownership
      or operation of the Retained Assets, whether occurring
      before or after
      the
      LNG Closing Date or the Offshore Closing Date; and (e) any Retained
      Liabilities.




**7.2**  ***Limitation
      Regarding Indemnification*** .




(a)  The
      aggregate liability of Teekay under Section 7.1(a) above in connection with
      the
      LNG Partnership Group and the LNG Contribution Assets shall not exceed $10
      million. Furthermore, no claim may be made against Teekay for indemnification
      pursuant to Section 7.1(a) in connection with the LNG Partnership Group and
      the
      LNG Contribution Assets unless the aggregate dollar amount of all claims for
      indemnification by the LNG Partnership Group pursuant to such section shall
      exceed $500,000, in which case Teekay shall be liable for claims for
      indemnification only to the extent such aggregate amount exceeds
      $500,000.




(b)  The
      aggregate liability of Teekay under Section 7.1(a) above in connection with
      the
      Offshore Partnership Group and the Offshore Contribution Assets shall not exceed
      $10 million. Furthermore, no claim may be made against Teekay for
      indemnification pursuant to Section 7.1(a) in connection with the Offshore
      Partnership Group and the Offshore Contribution Assets unless the aggregate
      dollar amount of all claims for indemnification by the Offshore Partnership
      Group pursuant to such section shall exceed $500,000, in which case Teekay
      shall
      be liable for claims for indemnification only to the extent such aggregate
      amount exceeds $500,000.




**7.3**  ***Indemnification
      Procedures*** .




(a)  The
      LNG
      Partnership Group Members and the Offshore Partnership Group Members agree
      that
      within a reasonable period of time after they become aware of facts giving
      rise
      to a claim for indemnification pursuant to Section 7.1, they will provide notice
      thereof in writing to Teekay specifying the nature of and specific basis for
      such claim.




(b)  Teekay
      shall have the right to control all aspects of the defense of (and any
      counterclaims with respect to) any claims of third parties brought against
      the
      LNG Partnership Group or the Offshore Partnership Group that are covered by
      the
      indemnification set forth in Section 7.1, including, without limitation, the
      selection of counsel, determination of whether to appeal any decision of any
      court and the settling of any such matter or any issues relating thereto; *provided,
      however,* that no
      such settlement shall be entered into without the consent (which consent shall
      not be unreasonably withheld) of Teekay LNG General Partner, on behalf of the
      LNG Partnership Group, or Teekay Offshore General Partner, on behalf of the
      Offshore Partnership Group, as applicable (with the concurrence of the
      applicable Conflicts Committee), unless it includes a full release of the LNG
      Partnership Group or the Offshore Partnership Group, as applicable, from such
      matter or issues, as the case may be.




(c)  The
      LNG
      Partnership Group Members and the Offshore Partnership Group Members agree
      to
      cooperate fully with Teekay with respect to all aspects of the defense of any
      claims covered by the indemnification set forth in Section 7.1, including,
      without limitation, the prompt furnishing to Teekay of any correspondence or
      other notice relating thereto that the LNG Partnership Group or the Offshore
      Partnership Group may receive, permitting the names of the members of the LNG
      Partnership Group or the Offshore Partnership Group, as applicable, to be
      utilized in connection with such defense, the making available to Teekay of
      any
      files, records or other information of the LNG Partnership Group or the Offshore
      Partnership Group that Teekay considers relevant to such defense and the making
      available to Teekay of any employees of the LNG Partnership Group or the
      Offshore Partnership Group, as applicable; *provided,
      however,* that in
      connection therewith Teekay agrees to use reasonable efforts to minimize the
      impact thereof on the operations of the LNG Partnership Group and the Offshore
      Partnership Group and further agrees to maintain the confidentiality of all
      files, records and other information furnished by an LNG Partnership Group
      Member or an Offshore Partnership Group Member pursuant to this Section 7.3.
      In
      no event shall the obligation of the LNG Partnership Group or the Offshore
      Partnership Group, as applicable, to cooperate with Teekay as set forth in
      the
      immediately preceding sentence be construed as imposing upon the LNG Partnership
      Group or the Offshore Partnership Group an obligation to hire and pay for
      counsel in connection with the defense of any claims covered by the
      indemnification set forth in this Article VII; *provided,
      however* ,
      that
      the LNG Partnership Group Members and the Offshore Partnership Group Members,
      respectively, may, at their own option, cost and expense, hire and pay for
      counsel in connection with any such defense. Teekay agrees to keep any such
      counsel hired by the LNG Partnership Group or the Offshore Partnership Group
      reasonably informed as to the status of any such defense (including providing
      such counsel with such information related to any such defense as such counsel
      may reasonably request) but Teekay shall have the right to retain sole control
      over such defense.




(d)  In
      determining the amount of any Loss for which any of the members of the LNG
      Partnership Group or the Offshore Partnership Group, as applicable, are entitled
      to indemnification under this Agreement, the gross amount of the indemnification
      will be reduced by (i) any insurance proceeds realized by the LNG Partnership
      Group or the Offshore Partnership Group, as applicable, and such correlative
      insurance benefit shall be net of any incremental insurance premium that becomes
      due and payable by the LNG Partnership Group or the Offshore Partnership Group
      as a result of such claim, and (ii) all amounts recovered by the LNG Partnership
      Group or the Offshore Partnership Group, as applicable, under contractual
      indemnities from third Persons. Teekay LNG MLP and Teekay Offshore MLP each
      hereby agrees to use commercially reasonable efforts to realize any applicable
      insurance proceeds or amounts recoverable under such contractual indemnities; *provided,
      however* ,
      that
      the costs and expenses (including, without limitation, court costs and
      reasonable attorneys' fees) of the LNG Partnership Group or the Offshore
      Partnership Group, as applicable, in connection with such efforts shall be
      promptly reimbursed by Teekay in advance of any determination of whether such
      insurance proceeds or other amounts will be recoverable.




**ARTICLE
      VIII**


**MISCELLANEOUS**




**8.1**  ***Choice
      of Law; Submission to Jurisdiction.*** This
      Agreement shall be subject to and governed by the laws of the State of New
      York,
      excluding any conflicts-of-law rule or principle that might refer the
      construction or interpretation of this Agreement to the laws of another
      jurisdiction. Each party hereby submits to the jurisdiction of the state and
      federal courts located in the State of New York and to venue in New York, New
      York.




**8.2**  ***Notice.*** All
      notices or requests or consents provided for or permitted to be given pursuant
      to this Agreement must be in writing and must be given by depositing same in
      the
      mail, addressed to the Person to be notified, postpaid, and registered or
      certified with return receipt requested or by delivering such notice in person
      or by private-courier, prepaid, or by telecopier to such party. Notice given
      by
      personal delivery or mail shall be effective upon actual receipt. Couriered
      notices shall be deemed delivered on the date the courier represents that
      delivery will occur. Notice given by telecopier shall be effective upon actual
      receipt if received during the recipient’s normal business hours, or at the
      beginning of the recipient’s next business day after receipt if not received
      during the recipient’s normal business hours. All notices to be sent to a party
      pursuant to this Agreement shall be sent to or made at the address set forth
      below such party’s signature to this Agreement, or at such other address as such
      party may stipulate to the other parties in the manner provided in this
      Section.




**8.3**  ***Entire
      Agreement.*** This
      Agreement constitutes the entire agreement of the parties relating to the
      matters contained herein, superseding all prior contracts or agreements, whether
      oral or written, relating to the matters contained herein, including, without
      limitation, the Original Agreement.




**8.4**  ***Termination.*** The
      provisions of Articles II, III, IV, V and VI of this Agreement (but not less
      than all of such Articles) may be terminated by (a) Teekay, with respect to
      all
      Teekay Entities, upon notice to the other Parties upon a Change of Control
      of
      Teekay, (b) Teekay LNG General Partner, with respect to the Teekay LNG
      Partnership Group, upon notice to the other Parties upon a Change of Control
      of
      Teekay LNG General Partner, and (c) Teekay Offshore General Partner, with
      respect to the Teekay Offshore Partnership Group, upon notice to the other
      Parties upon a Change of Control of Teekay Offshore General Partner.




**8.5**  ***Waiver;
      Effect of Waiver or Consent.*** Any
      party hereto may (a) extend the time for the performance of any obligation
      or other act of any other party hereto or (b) waive compliance with any
      agreement or condition contained herein. Except as otherwise specifically
      provided herein, any such extension or waiver shall be valid only if set forth
      in a written instrument duly executed by the party or parties to be bound
      thereby; *provided,
      however* ,
      that
      (x) Teekay LNG MLP and Teekay LNG OLLC may not, without the prior approval
      of Teekay LNG General Partner's Conflicts Committee, agree to any extension
      or
      waiver of this Agreement that, in the reasonable discretion of Teekay LNG
      General Partner, will adversely affect the holders of common units of Teekay
      LNG
      MLP and (y) Teekay Offshore MLP, Teekay Offshore Operating General Partner
      and Teekay Offshore OLP may not, without the prior approval of Teekay Offshore
      General Partner's Conflicts Committee, agree to any extension or waiver of
      this
      Agreement that, in the reasonable discretion of Teekay Offshore General Partner,
      will adversely affect the holders of common units of Teekay Offshore MLP. No
      waiver or consent, express or implied, by any party of or to any breach or
      default by any Person in the performance by such Person of its obligations
      hereunder shall be deemed or construed to be a waiver or consent of or to any
      other breach or default in the performance by such Person of the same or any
      other obligations of such Person hereunder. Failure on the part of a party
      to
      complain of any act of any Person or to declare any Person in default,
      irrespective of how long such failure continues, shall not constitute a waiver
      by such party of its rights hereunder until the applicable statute of
      limitations period has run.




**8.6**  ***Amendment
      or Modification.*** This
      Agreement may be amended or modified from time to time only by the written
      agreement of all the parties hereto; *provided,
      however* ,
      that
      (a) Teekay LNG MLP and Teekay LNG OLLC may not, without the prior approval
      of
      Teekay LNG General Partner's Conflicts Committee, agree to any amendment or
      modification of this Agreement that, in the reasonable discretion of Teekay
      LNG
      General Partner, will adversely affect the holders of common units of Teekay
      LNG
      MLP, and (b) Teekay Offshore MLP, Teekay Offshore Operating General Partner
      and
      Teekay Offshore OLP may not, without the prior approval of Teekay Offshore
      General Partner's Conflicts Committee, agree to any amendment or modification
      of
      this Agreement that, in the reasonable discretion of Teekay Offshore General
      Partner, will adversely affect the holders of common units of Teekay Offshore
      MLP.




**8.7**  ***Assignment.*** No party
      shall have the right to assign its rights or obligations under this Agreement
      without the consent of the other parties hereto.




**8.8**  ***Counterparts.*** This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if all signatory parties had signed the same document. All counterparts shall
      be
      construed together and shall constitute one and the same
      instrument.




**8.9**  ***Severability.*** If any
      provision of this Agreement or the application thereof to any Person or
      circumstance shall be held invalid or unenforceable to any extent, the remainder
      of this Agreement and the application of such provision to other Persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.




**8.10**  ***Gender,
      Parts, Articles and Sections.*** Whenever
      the context requires, the gender of all words used in this Agreement shall
      include the masculine, feminine and neuter, and the number of all words shall
      include the singular and plural. All references to Article numbers and Section
      numbers refer to Articles and Sections of this Agreement.




**8.11**  ***Further
      Assurances.*** In
      connection with this Agreement and all transactions contemplated by this
      Agreement, each signatory party hereto agrees to execute and deliver such
      additional documents and instruments and to perform such additional acts as
      may
      be necessary or appropriate to effectuate, carry out and perform all of the
      terms, provisions and conditions of this Agreement and all such
      transactions.




**8.12**  ***Withholding
      or Granting of Consent.*** Each
      party may, with respect to any consent or approval that it is entitled to grant
      pursuant to this Agreement, grant or withhold such consent or approval in its
      sole and uncontrolled discretion, with or without cause, and subject to such
      conditions as it shall deem appropriate.




**8.13**  ***Laws
      and Regulations.*** Notwithstanding any provision of this Agreement to the contrary, no party to
      this Agreement shall be required to take any act, or fail to take any act,
      under
      this Agreement if the effect thereof would be to cause such party to be in
      violation of any applicable law, statute, rule or regulation.




**8.14**  ***Negotiation
      of Rights of Teekay, Limited Partners, Assignees, and Third
      Parties.*** The
      provisions of this Agreement are enforceable solely by the parties to this
      Agreement, and no shareholder of Teekay and no limited partner, member, assignee
      or other Person of Teekay LNG MLP, Teekay LNG OLLC, Teekay Offshore MLP, Teekay
      Offshore Operating General Partner or Teekay Offshore OLP shall have the right,
      separate and apart from Teekay, Teekay LNG MLP, Teekay LNG OLLC, Teekay Offshore
      MLP, Teekay Offshore Operating General Partner or Teekay Offshore OLP, to
      enforce any provision of this Agreement or to compel any party to this Agreement
      to comply with the terms of this Agreement.




[SIGNATURE
      PAGE FOLLOWS]





Amended
            and Restated Omnibus Agreement
 
 21785-0030/LEGAL11774635.3





IN
      WITNESS WHEREOF, the Parties have executed this Amended and Restated Omnibus
      Agreement on, and effective as of, the Offshore Closing Date.








**TEEKAY
      SHIPPING** **CORPORATION** ****




By:__________________________________


Name:
      Peter Evensen


Title:
      Executive Vice
      President and Chief Strategy Officer





Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820








**TEEKAY
      GP L.L.C.**




By:__________________________________


Name: Peter Evensen


Title: Chief Executive Officer and Chief Financial Officer





Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820











**TEEKAY
      LNG OPERATING L.L.C.**





By: Teekay
      LNG Partners L.P.,


its
      sole
      member




By: 
Teekay
        GP
        L.L.C.,


its
      general partner




By:__________________________________


Name: Peter Evensen


Title: Chief Executive Officer and Chief Financial Officer







Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820








**TEEKAY
      LNG PARTNERS L.P.**





By:  Teekay
      GP
      L.L.C., its general partner




By:__________________________________


Name:
      Peter Evensen


Title:
      Chief Executive Officer and Chief Financial Officer




Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820











**TEEKAY
      OFFSHORE GP L.L.C.**




By:__________________________________


Name: Peter Evensen


Title: Chief Executive Officer and Chief Financial Officer





Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820








**TEEKAY
      OFFSHORE OPERATING GP L.L.C.**


By:  Teekay
      Offshore Partners L.P.,


its
      sole member




By:
Teekay
        Offshore GP L.L.C.,
 its general partner


By:__________________________________


Name:
      Peter
      Evensen


Title:
      Chief Executive Officer and Chief Financial Officer




Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820











**TEEKAY
      OFFSHORE OPERATING L.P.**





By: Teekay
      Offshore Operating GP L.L.C.,


its
      general partner




By:  Teekay
      Offshore Partners L.P.,


its sole member




By: Teekay
        Offshore GP L.L.C.,  its general partner
  By:__________________________________


Name: Peter Evensen


Title:
      Chief Executive Officer and Chief Financial Officer




Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820








**TEEKAY
      OFFSHORE PARTNERS L.P.**





By:  Teekay
      Offshore GP L.L.C.,


its general partner





By:__________________________________


Name: Peter Evensen


Title: Chief Executive Officer and Chief Financial Officer




Address
      for Notice:





Bayside
      House, Bayside Executive Park


West
      Bay
      Street and Blake Road


P.O.
      Box
      AP-59213


Nassau,
      Commonwealth of the Bahamas


Phone:
      (242) 502-8820