Obligation TeeKay Corporation 9.25% ( USY8564WAD57 ) en USD

TeeKay Corporation

100 % ▼

Etas-Unis

USY8564WAD57 ( en USD )

9.25% par an ( paiement semestriel )

14/11/2022 - Obligation échue

Prospectus brochure de l'obligation Teekay Corp USY8564WAD57 en USD 9.25%, échue

2 000 USD

250 000 000 USD

Y8564WAD5

B+ ( Très spéculatif )

N/A

Teekay Corp est une société de transport maritime internationale spécialisée dans le transport de pétrole brut, de produits pétroliers, de gaz naturel liquéfié (GNL) et de méthanol, opérant une flotte diversifiée de navires-citernes et d'unités de production flottantes.

L'Obligation émise par TeeKay Corporation ( Etas-Unis ) , en USD, avec le code ISIN USY8564WAD57, paye un coupon de 9.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2022
L'Obligation émise par TeeKay Corporation ( Etas-Unis ) , en USD, avec le code ISIN USY8564WAD57, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

EX-10.1 2 tkcq319ex-101.htm EXHIBIT 10.1
$250,000,000
TEEKAY CORPORATION
9.250% Senior Secured Notes due 2022
PURCHASE AGREEMENT
May 2, 2019
May 2, 2019
J. P. Morgan Securities LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Teekay Corporation, a Marshall Islands corporation (the "Company"), proposes to issue and sell
to the several purchasers named in Schedule I hereto (the "Initial Purchasers"), for whom you are acting
as representative (the "Representative"), $250,000,000 principal amount of its 9.250% Senior Secured
Notes due 2022 (the "Notes") to be issued pursuant to the provisions of an Indenture dated as of the
Closing Date (as defined below) (the "Indenture") between the Company, the Guarantors (as defined
below) and Wilmington Trust, N.A., as Trustee (the "Trustee").
The payment of principal of, premium, if any, and interest on the Notes will be fully and
unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the entities listed on the

signature pages hereof as "Guarantors" and (ii) any subsidiary of the Company formed or acquired after
the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and
their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the
"Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the
"Securities".
The Securities will initially be secured on a first priority basis, subject to Collateral Permitted
Liens (as defined in the Indenture), by liens on (a) the floating, production, storage and offloading vessels
Petrojarl Banff and Sevan Hummingbird and certain assets related thereto (the "FPSO Collateral") and
(b) (i) all shares of common stock of Teekay Finance Limited ("Teekay Finance"), which owns all of the
Company's common units of Teekay LNG Partners L.P. and all of the Company's Class A common shares
of Teekay Tankers Ltd. and (ii) all of the equity interests in Banff L.L.C., Hummingbird Spirt L.L.C.,
Petrojarl 4DA and Teekay Petrojarl Floating Production UK Ltd. (the "Share Collateral" and, together
with the FPSO Collateral, the "Collateral") as more particularly described in the Time of Sale
Memorandum and the Final Memorandum and documented by (i) with respect to the FPSO Collateral,
vessel mortgages, assignments of earnings, assignments of insurances and other customary security
documentation and (ii) with respect to the Share Collateral, a share charge, in each case dated as of the
Closing Date (collectively, with any other filings, amendments, joinders, supplements and agreements
required to create or perfect the security interests in the Collateral, the "Security Documents") in favor of
Wilmington Trust, N.A., as collateral agent (in such capacity, the "Collateral Agent"), for its benefit and
the benefit of the Trustee and the holders of the Securities and the successors and assigns of the foregoing.
This Purchase Agreement (this "Agreement"), the Securities, the Indenture and the Security
Documents are referred to herein as the "Transaction Documents."
On April 24, 2019, the Company commenced an offer (the "Tender Offer") to purchase for cash
any and all of the Company's outstanding 8.5% Senior Notes due 2020 (the "Outstanding Notes")
pursuant to an Offer to Purchase, dated April 24, 2019 (the "Offer to Purchase"), and entered into a
dealer manager agreement with J.P. Morgan Securities LLC as Dealer Manager in connection with the
Tender Offer. The Company intends to use a portion of the net proceeds from the offering of the Securities
to pay the consideration, and related costs and expenses, for any Outstanding Notes to be purchased
pursuant to the Tender Offer.
Concurrently with the Tender Offer, the Company is soliciting consents from holders of the
Outstanding Notes to amend certain provisions of the indenture governing the Outstanding Notes to
remove substantially all of the restrictive covenants and certain events of default with respect to the
Outstanding Notes, including the covenant restricting the Company from granting liens on its assets for
issuances of other debt securities unless it grants a pari passu lien on such assets in favor of the
Outstanding Notes (the "Proposed Amendments"). To become effective, the Proposed Amendments
require that the Company accept for payment validly tendered and not validly withdrawn Outstanding
Notes representing at least a majority of the aggregate principal amount of the Outstanding Notes (the
"Requisite Consents").
The Company understands that the Initial Purchasers propose to make an offering of the Securities
on the terms and in the manner set forth herein and in the Time of Sale Memorandum (as defined herein)
and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion
of the Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in the Time of Sale
Memorandum (the first time when sales of the Securities are made is referred to as the "Time of Sale").
"Holder" or "Holders" means the Initial Purchasers (as initial holders of the Securities) and the
Subsequent Purchasers in whose name the Securities are registered.
The Securities will be offered without being registered under the Securities Act of 1933, as
amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers in
compliance with the exemption from registration provided by Rule 144A under the Securities Act ("Rule

144A") and in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation
S").
In connection with the sale of the Securities, the Company has prepared a preliminary offering
memorandum, dated April 24, 2019 (the "Original Preliminary Memorandum") and an amended and
restated preliminary offering memorandum, dated May 1, 2019 (the "Amended and Restated
Preliminary Memorandum" and, each, a "Preliminary Memorandum") and will prepare a final
offering memorandum (the "Final Memorandum") including or incorporating by reference a description
of the terms of the Securities, the terms of the offering and a description of the Company. For purposes of
this Agreement, "Additional Written Offering Communication" means any written communication (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to
buy the Securities other than any Preliminary Memorandum or the Final Memorandum; and "Time of
Sale Memorandum" means the Amended and Restated Preliminary Memorandum together with each
Additional Written Offering Communication or other information, if any, each identified in Schedule II
hereto under the caption Time of Sale Memorandum. As used herein, the terms Preliminary
Memorandum, Time of Sale Memorandum and Final Memorandum shall include the documents, if any,
incorporated by reference therein on the date hereof. The terms "supplement", "amendment" and
"amend" as used herein with respect to any Preliminary Memorandum, the Time of Sale Memorandum,
the Final Memorandum or any Additional Written Offering Communication shall include all documents
subsequently filed by the Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are deemed to
be incorporated by reference therein.
1.
Representations and Warranties. Each of the Company and the Guarantors, jointly
and separately, represents and warrants to, and agrees with, you that:
(a)
Preliminary Memorandum, Time of Sale Memorandum, Final Memorandum and Additional
Written Offering Communication. (i) Each document, if any, filed or to be filed pursuant to the Exchange
Act and incorporated by reference in any Preliminary Memorandum, the Time of Sale Memorandum or
the Final Memorandum complied or will comply when so filed in all material respects with the Exchange
Act and the applicable rules and regulations of the Commission thereunder, (ii) the Time of Sale
Memorandum does not, and at the time of each sale of the Securities in connection with the offering when
the Final Memorandum is not yet available to prospective purchasers and at the Closing Date (as defined
in Section 3), the Time of Sale Memorandum, as then amended or supplemented by the Company, if
applicable, will not, contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, (iii) any Additional Written Offering Communication and Permitted General Solicitation
(as defined below) prepared, used or referred to by the Company, when considered together with the Time
of Sale Memorandum, at the time of its use did not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and (iv) the Original Preliminary Memorandum as of its date did
not contain, the Amended and Restated Preliminary Memorandum does not contain and the Final
Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date, will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph do not apply to statements or omissions
in any Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, Permitted
General Solicitation or Additional Written Offering Communication based upon information relating to
any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly
for use therein.
(b)
Additional Written Offering Communications. Except for the Additional Written Offering
Communications, if any, identified in Schedule II hereto, including electronic road shows, if any,
furnished to you before first use, the Company and the Guarantors have not prepared, used or referred to,

and will not, without your prior consent, prepare, use or refer to, any Additional Written Offering
Communication.
(c)
Formation and Qualification. Each of the Company and the Operating Subsidiaries (as
defined below) (the "Teekay Entities") has been duly formed, domesticated or incorporated and is validly
existing as a limited partnership, limited liability company or corporation, as the case may be, in good
standing under the laws of its respective jurisdiction of formation, domestication or incorporation, and is
duly registered or qualified to do business and is in good standing as a foreign limited liability company,
limited partnership or corporation, as the case may be, in each jurisdiction in which its ownership or lease
of property or the conduct of its businesses requires such registration or qualification, except where the
failure so to register or qualify would not reasonably be expected to have a Material Adverse Effect.
"Material Adverse Effect," as used throughout this Agreement, means a material adverse effect on the
condition (financial or otherwise), results of operations, business, properties, assets or prospects of the
Teekay Entities, taken as a whole, except as set forth in or contemplated in the Final Memorandum
(exclusive of any supplement thereto). Each of the Teekay Entities has all limited liability company,
limited partnership or corporate, as the case may be, power and authority necessary to own or lease its
properties currently owned or leased or to be owned or leased at the Closing Date and to conduct its
business in all material respects as described in the Time of Sale Memorandum and the Final
Memorandum.
(d)
The Notes. The Notes have been duly authorized by the Company and, when executed,
authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be
duly and validly issued and outstanding and will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, except as enforceability may
be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability (collectively, the "Enforceability
Exceptions"), and will be entitled to the benefits of the Indenture.
(e)
The Guarantees. Each of the Guarantees has been duly authorized by the applicable
Guarantor and, when the Notes have been issued and delivered pursuant to this Agreement, will constitute
valid and legally binding obligations of the applicable Guarantor enforceable against such Guarantor in
accordance with its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits
provided by the Indenture.
(f)
The Indenture. The Indenture has been duly authorized by the Company and each Guarantor
and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Company and the Guarantors enforceable against
the Company and the Guarantors in accordance with its terms, subject to the Enforceability Exceptions.
(g) The Security Documents. Each of the Security Documents haven been duly authorized by the
Company and each of the Guarantors, to the extent a party thereto, and on the Closing Date, each of the
Security Documents will be duly executed and delivered by the Company and each of the Guarantors, to
the extent a party thereto, and, when duly executed and delivered in accordance with their respective
terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company
and each of the Guarantors, to the extent a party thereto, enforceable against the Company and each of the
Guarantors, to the extent a party thereto, in accordance with their respective terms, subject to the
Enforceability Exceptions.
(h) The Security Documents, Financing Statements; Collateral and Purchase Agreement.
(i)
The Company and each of the Guarantors have full right, power and
authority to execute and deliver each of the Security Documents, in each case, to the
extent a party thereto, including granting the liens and security interests to be granted by it
pursuant to the Security Documents and to perform their respective obligations hereunder

and thereunder; and all action required to be taken for the due and proper authorization,
execution and delivery of each of the Security Documents to which they are a party and
the consummation of the transactions contemplated thereby has been duly and validly
taken;
(ii) Upon execution and delivery, the Security Documents will be effective to
grant a legal, valid and enforceable security interest in all of the grantors' right, title and
interest in the Collateral;
(iii)
Upon the taking of the actions specified on Schedule IV hereto with
respect to the Collateral, the security interests granted thereby will constitute valid,
perfected first-priority liens and security interests in the Collateral, and such security
interests will be enforceable in accordance with the terms contained therein against all
creditors of any grantor and subject only to liens expressly permitted to be incurred or
exist on the Collateral under the Indenture ("Collateral Permitted Liens");
(iv)
The Company and its subsidiaries collectively own, have rights in or
have the power and authority to collaterally assign rights in the Collateral, free and clear
of any liens other than the Collateral Permitted Liens; and
(v)
The Purchase Agreement, dated April 29, 2019, by and among the
Company, Teekay Holdings Limited, a Bermuda company ("Teekay Holdings"), Teekay
Finance, Teekay Shipping Limited, a Bermuda company ("Teekay Shipping"), Brookfield
TK TOLP L.P. and Brookfield TK TOGP L.P. (the "TOO Purchase Agreement") has
been duly authorized, executed and delivered by the Company, Teekay Holdings, Teekay
Finance and Teekay Shipping and is a valid and legally binding agreement, enforceable
against the parties thereto in accordance with its terms.
(i)
Execution and Delivery of this Agreement. This Agreement has been duly authorized, validly
executed and delivered by the Company and each Guarantor.
(j)
Ownership of Teekay Holdings. The Company directly owns 100% of the equity interests in
Teekay Holdings; such equity interests have been duly authorized and validly issued in accordance with
the organizational documents of Teekay Holdings and are fully paid and nonassessable; and the Company
owns such equity interests free and clear of all pledges, liens, encumbrances, security interests, charges,
equities or other claims (collectively, "Liens").
(k)
Ownership of General Partners. Teekay Holdings directly owns a (i) 100% membership
interest in Teekay GP L.L.C., a limited liability company organized under the laws of the Marshall Islands
("TGP GP"), and (ii) 49% membership interest in Teekay Offshore GP L.L.C., a limited liability
company organized under the laws of the Marshall Islands ("TOO GP"); such membership interests have
been duly authorized and validly issued in accordance with the limited liability company agreement of
TGP GP (the "TGP GP LLC Agreement") and the limited liability company agreement of TOO GP (the
"TOO GP LLC Agreement"), respectively, and are fully paid (to the extent required under the TGP GP
LLC Agreement and TOO GP LLC Agreement, respectively) and nonassessable (except as such
nonassessability may be affected by Sections 20, 31, 40 and 49 of the Marshall Islands Limited Liability
Company Act of 1996 and except as may be provided in the TGP GP LLC Agreement or the TOO GP
LLC Agreement); and Teekay Holdings owns such membership interests free and clear of all Liens.
(l) Ownership of GP Interests in the Partnerships. TGP GP is the sole general partner of Teekay
LNG Partners L.P., a limited partnership organized under the laws of the Marshall Islands ("TGP"), with
a 2.0% general partner interest in TGP (excluding any preferred units in such calculation); such general
partner interest has been duly authorized and validly issued in accordance with the partnership agreement
of TGP, as amended or restated on or prior to the date hereof (the "TGP LPA"); and TGP GP owns such

general partner interest free and clear of all Liens (except restrictions on transferability contained in the
TGP LPA or under applicable securities laws). As of the date hereof, TOO GP is the sole general partner
of Teekay Offshore Partners L.P., a limited partnership organized under the laws of the Marshall Islands
("TOO"), with a 0.76% general partner interest in TOO (excluding any preferred units in such
calculation); as of the date hereof, such general partner interest has been duly authorized and validly
issued in accordance with the partnership agreement of TOO, as amended or restated on or prior to the
date hereof (the "TOO LPA"); and, as of the date hereof, TOO GP owns such general partner interest free
and clear of all Liens (except restrictions on transferability contained in the TOO LPA or under applicable
securities laws).
(m) Ownership of Sponsor Interests in TGP, TOO and Teekay Tankers.
(i)
The Company indirectly owns 25,208,274 common units representing limited partner
interests in TGP (the "TGP Sponsor Units") and TGP GP owns 100% of the Incentive Distribution
Rights (as defined in the TGP LPA) of TGP, in each case free and clear of all Liens, except (i) restrictions
on transferability contained in the TGP LPA or under applicable securities laws and (ii) pursuant to the
Margin Loan Agreement dated as of December 21, 2012 by and among Teekay Finance, the lenders party
thereto, Citibank, N.A., as administrative agent, and the Company, as amended (the "Margin Loan
Agreement").
(ii)
As of the date hereof, the Company indirectly owns 56,587,484 common units
representing limited partner interests in TOO (the "TOO Sponsor Units") and TOO GP owns 100% of
the Incentive Distribution Rights (as defined in the TOO LPA) of TOO, in each case free and clear of all
Liens, except (i) restrictions on transferability contained in the TOO LPA, the TOO GP LLC Agreement
or under applicable securities laws and (ii) pursuant to the Margin Loan Agreement.
(iii)
The Company indirectly owns 37,007,981 shares of Class B Common Stock, $0.01
par value, of Teekay Tankers Ltd., a corporation incorporated under the laws of the Marshall Islands
("Tankers"), and 40,290,460 shares of Class A Common Stock of Tankers. All such shares of Class A
Common Stock and Class B Common Stock (collectively, the "Tankers Sponsor Shares") have been
duly authorized and are validly issued, fully paid and nonassessable; and, as applicable, the Company
indirectly owns all such Tankers Sponsor Shares free and clear of all Liens, except (i) restrictions on
transferability under applicable securities laws and (ii) pursuant to the Margin Loan Agreement.
(n) Ownership of Operating Companies.
(i) TGP owns a 100% membership interest in Teekay LNG Operating L.L.C., a Marshall
Islands limited liability company ("TGP Operating Company"); such membership interest has been duly
authorized and validly issued in accordance with the limited liability company agreement of TGP
Operating Company, as amended or restated on or prior to the date hereof (the "TGP Operating
Company LLC Agreement"), and is fully paid (to the extent required under the TGP Operating
Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 20, 31, 40 and 49 of the Marshall Islands Limited Liability Company Act of 1996 and except as
may be provided in the TGP Operating Company LLC Agreement); and TGP owns such membership
interest free and clear of all Liens, except for Liens pursuant to credit agreements and related security
agreements disclosed or referred to in the Time of Sale Memorandum and the Final Memorandum.
(o) Ownership of Operating Subsidiaries.
(i)
TGP Operating Company owns, directly or indirectly, the equity interests in each of
the entities set forth in Schedule III-A (the "TGP Operating Subsidiaries") as described on Schedule III-
A; such equity interests owned by TGP Operating Company are duly authorized and validly issued in
accordance with the respective organizational documents of each TGP Operating Subsidiary, as amended
or restated on or prior to the date hereof (the "TGP Operating Subsidiaries' Organizational

Documents"), and are fully paid (to the extent required under the TGP Operating Subsidiaries'
Organizational Documents) and, with respect to interests that are not general partner interests,
nonassessable (except as such nonassessability may be affected by the applicable statutes of the
jurisdiction of formation of the applicable TGP Operating Subsidiary and except as may be provided in
the TGP Operating Subsidiaries' Organizational Documents); and TGP Operating Company owns such
equity interests free and clear of all Liens, except for Liens pursuant to credit agreements and related
security agreements disclosed or referred to in the Time of Sale Memorandum and the Final
Memorandum.
(ii)
Tankers owns, directly or indirectly, 100% of the equity interests in each of the
entities set forth in Schedule III-B (the "Tankers Operating Subsidiaries") as described on Schedule III-
B; such equity interests are duly authorized and validly issued in accordance with the respective
organizational documents of each Tankers Operating Subsidiary, as amended or restated on or prior to the
date hereof (the "Tankers Operating Subsidiaries' Organizational Documents"), and are fully paid (to
the extent required under the Tankers Operating Subsidiaries' Organizational Documents) and, with
respect to interests that are not general partner interests, nonassessable (except as such nonassessability
may be affected by the applicable statutes of the jurisdiction of formation of the applicable Tankers
Operating Subsidiary and except as may be provided in the Tankers Operating Subsidiaries'
Organizational Documents); and Tankers owns such equity interests free and clear of all Liens, except for
Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Time of
Sale Memorandum and the Final Memorandum.
(iii)
The Company owns, directly or indirectly, the equity interests in each of the entities
set forth in Schedule III-C (the "Company Operating Subsidiaries") as described on Schedule III-C;
such equity interests are duly authorized and validly issued in accordance with the respective
organizational documents of each Company Operating Subsidiary, amended or restated on or prior to the
date hereof (the "Company Operating Subsidiaries' Organizational Documents"), and are fully paid
(to the extent required under the Company Operating Subsidiaries' Organizational Documents) and, with
respect to interests that are not general partner interests, nonassessable (except as such nonassessability
may be affected by the applicable statutes of the jurisdiction of formation of the applicable Company
Operating Subsidiary and except as may be provided in the Company Operating Subsidiaries'
Organizational Documents); and the Company owns such equity interests free and clear of all Liens, other
than Liens pursuant to credit agreements and related security agreements disclosed or referred to in the
Time of Sale Memorandum and the Final Memorandum.
(p) No Other Subsidiaries. Other than (A) its interests in (i) Teekay Holdings, (ii) Teekay Finance
(iii) TGP GP, (iv) TOO GP (as of the date hereof), (v) TGP, (vi) TOO (as of the date hereof), (vii) Tankers,
(viii) TGP Operating Company, (ix) the TGP Operating Subsidiaries, (x) the Tankers Operating
Subsidiaries and (xi) the Company Operating Subsidiaries ((i) through (xi), collectively, the "Operating
Subsidiaries"), and (B) its indirect interests (as of the date hereof) in certain direct or indirect subsidiaries
of TOO, the Company does not own, directly or indirectly, any equity or long-term debt securities of any
corporation, partnership, limited liability company, joint venture, association or other entity except as
described in the Time of Sale Memorandum and the Final Memorandum and except for entities that do
not, directly or indirectly, own any vessels or conduct any operations.

(q) No Preemptive Rights or Options. Except as described in the Time of Sale Memorandum, the
Final Memorandum, the TGP LPA and the TOO LPA, there are no preemptive rights or other rights to
subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests of the
Teekay Entities, except in relation to the Teekay Entities that are not wholly owned, and except as
provided in Section 78 of the Marshall Islands Business Corporations Act. Except as described in the
Time of Sale Memorandum, the Final Memorandum, the TGP LPA, the TOO GP LLC Agreement and the
TOO LPA, and except in relation to the Operating Subsidiaries that are not wholly owned, there are no
outstanding options or warrants to purchase any common stock or other interests in the Company or, to
the Company's or any Guarantor's knowledge, any equity interests in any Operating Subsidiary.
(r)
Capitalization. The issued and outstanding equity interests of the Company consist of the
number of shares of common stock specified in the Time of Sale Memorandum and the Final
Memorandum, as adjusted for any equity awards granted under or exercised pursuant to the Company's
2013 Equity Incentive Plan (as it may be amended). All of such common stock has been duly authorized
and is fully paid and nonassessable.
(s)
Authority. The Company and each of the Guarantors has all requisite limited liability
company, limited partner or corporate power, as the case may be, and authority to execute and deliver the
Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder; and
all limited liability company, limited partner or corporate action, as the case may be, required to be taken
for the due and proper authorization, execution and delivery of each of the Transaction Documents and the
consummation of the transactions contemplated thereby has been duly and validly taken.
(t)
Description of the Transaction Documents. Each Transaction Document conforms in all
material respects to the description thereof contained in the Time of Sale Memorandum and the Final
Memorandum. The Collateral conforms in all material respects to the description thereof contained in
each of the Time of Sale Memorandum and the Final Memorandum.
(u)
No Conflicts. Following effectiveness of the Proposed Amendments, none of the offering,
issuance and sale by the Company of the Securities, the provision of the Guarantees by the Guarantors,
the execution, delivery and performance of the Transaction Documents by the Company and the
Guarantors, the grant and perfection of liens and security interests in the Collateral pursuant to the
Security Documents and compliance by the Company and each of the Guarantors with the terms thereof,
the consummation of the transactions contemplated thereby, the application of the proceeds from the sale
of the Securities as described under "Use of Proceeds" in the Time of Sale Memorandum and the Final
Memorandum or the execution, delivery and performance of the TOO Purchase Agreement by the
Company, Teekay Holdings, Teekay Finance and Teekay Shipping, (i) conflicts or will conflict with or
constitutes or will constitute a violation of any organizational document of any Teekay Entity, (ii)
conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an
event that, with notice or lapse of time or both, would constitute such a default) under, any indenture,
contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement, or instrument
to which any of the Teekay Entities is a party or by which any of them or any of their respective properties
may be bound, (iii) violates or will violate any statute, law, rule, regulation, or judgment, order or decree
applicable to any of the Teekay Entities of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over any of the Teekay Entities or any
of their properties, or (iv) results or will result in the creation or imposition of any Lien upon any property
or assets of any of the Teekay Entities (other than Liens referred to or described in the Time of Sale
Memorandum and the Final Memorandum), which conflicts, breaches, violations, defaults or Liens, in the
case of clauses (ii), (iii) or (iv), could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect or could materially impair the ability of any of the Teekay Entities to perform
their obligations under the Transaction Documents.
(v)
No Consents. Except for (i) such consents, approvals, authorizations, registrations or
qualifications as may be required under the Exchange Act and applicable state securities or "Blue Sky"

laws in connection with the purchase and distribution of the Securities by the Initial Purchasers, and under
applicable stock exchange requirements, and (ii) such consents that, if not obtained, would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or could not
reasonably be expected to materially impair the ability of the Company or any Guarantor to perform its
obligations under the Transaction Documents, no permit, consent, approval, authorization, order,
registration, filing or qualification ("consent") of or with any court, governmental agency or body having
jurisdiction over any of the Teekay Entities or any of their respective properties is required in connection
with the offering, issuance and sale by the Company of the Securities, the provision of the Guarantees by
the Guarantors, the execution, delivery and performance by the Company and the Guarantors of the
Transaction Documents, the grant and perfection of liens and security interests in the Collateral pursuant
to the Security Documents and compliance by the Company and each of the Guarantors with the terms
thereof, or the consummation of the transactions contemplated by the Transaction Documents.
(w)
No Default. None of the Teekay Entities is (i) in violation of its organizational documents,
(ii) in breach of or in default under (and no event that, with notice or lapse of time or both, would
constitute such a default has occurred or is continuing under) any term, covenant, obligation, agreement or
condition contained in any indenture, mortgage, deed of trust, note agreement, loan agreement, lease or
other agreement, obligation, condition, covenant or instrument to which it is a party or by which it is or
may be bound or to which any of its properties or assets is subject or (iii) in violation of any statute, law,
rule, regulation, judgment, order or decree applicable to any of the Teekay Entities of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over any of the Teekay Entities or any of their properties, which breach, default or violation,
in the case of clause (ii) or (iii), would, if continued, reasonably be expected to have a Material Adverse
Effect, or could reasonably be expected to materially impair the ability of any of the Teekay Entities to
perform their obligations under the Transaction Documents. To the knowledge of the Company and the
Guarantors, no third party to any indenture, contract, mortgage, deed of trust, note agreement, loan
agreement, lease or other agreement, obligation, condition, covenant or instrument to which any of the
Teekay Entities is a party or by which any of them are bound or to which any of their properties are
subject, is in default under any such agreement, which breach, default or violation would, if continued,
reasonably be expected to have a Material Adverse Effect.
(x) No Material Adverse Change. Since the date of the latest financial statements included in the
Time of Sale Memorandum and the Final Memorandum, (i) no Teekay Entity has sustained any material
loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, (ii)
there has not been any material change in the capitalization or material increase in the short-term debt or
long-term debt of the Teekay Entities or any material adverse change, or any development involving or
which could reasonably be expected to involve, individually or in the aggregate, a prospective material
adverse change in or affecting the general affairs, condition (financial or otherwise), results of operations,
business, management, properties, assets or prospects of the Teekay Entities, taken as a whole, and (iii)
none of the Teekay Entities has incurred any liability or obligation, direct, indirect or contingent, or
entered into any transactions, whether or not in the ordinary course of business, that, individually or in the
aggregate, is material to the Teekay Entities, taken as a whole, or otherwise than as set forth or
contemplated in the Time of Sale Memorandum and the Final Memorandum.
(y)
Financial Statements. The consolidated historical financial statements (including the related
notes and supporting schedules) included or incorporated by reference into the Time of Sale
Memorandum and the Final Memorandum (i) present fairly in all material respects the financial condition,
results of operations and cash flows of the entities purported to be shown thereby on the basis stated
therein, at the respective dates or for the respective periods indicated, (ii) comply as to form in all material
respects with the applicable accounting requirements of the Securities Act and (iii) have been prepared in
conformity with generally accepted accounting principles applied on a consistent basis throughout the
periods involved (except as otherwise noted therein). The selected financial data included or incorporated

by reference into the Time of Sale Memorandum and the Final Memorandum is accurately presented in all
material respects and prepared on a basis consistent with the audited historical consolidated financial
statements from which it has been derived.
(z)
Independent Registered Public Accounting Firm. KPMG LLP, who have certified the
financial statements of the Company and delivered their report with respect to such audited consolidated
financial statements included in the Time of Sale Memorandum and the Final Memorandum, are the
independent registered public accounting firm with respect to such entities within the meaning of the
Securities Act and the applicable published rules and regulations thereunder and the rules and regulations
of the Public Company Accounting Oversight Board.
(aa)
Transfer Taxes. Assuming that none of the Initial Purchasers or Holders are citizens of or
resident or conducting business, operations or transactions in the Marshall Islands, there are no transfer
taxes or other similar fees or charges required to be paid in connection with the execution and delivery of
this Agreement, the issuance by the Company or sale by the Company of the Securities, the provision of
the Guarantees by the Guarantors, or the consummation of the transactions contemplated by this
Agreement.
(bb)
Title to Properties. The Operating Subsidiaries have good and marketable title to all real
property and good title to all personal property described in the Time of Sale Memorandum and the Final
Memorandum as owned by the Operating Subsidiaries. The Operating Subsidiaries own, lease or charter,
as indicated, each of the vessels set forth on Annex A (the "Vessels"), in each case free and clear of all
Liens except (i) as described, and subject to the limitations contained, in the Time of Sale Memorandum
and the Final Memorandum or (ii) as do not materially affect the value of such property, taken as a whole,
and do not materially interfere with the use of such properties, taken as a whole, as they have been used in
the past and are proposed to be used in the future, as described in the Time of Sale Memorandum and the
Final Memorandum (the Liens described in clauses (i) and (ii) above being "Permitted Liens"); provided
that with respect to any interest in real property, vessels and buildings held under lease by any of the
Operating Subsidiaries, such real property, vessels and buildings are held under valid and subsisting and
enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law)), with such exceptions as do not materially interfere with the use of the properties of the
Teekay Entities, taken as a whole as they have been used in the past as described in the Time of Sale
Memorandum and the Final Memorandum and are proposed to be used in the future as described in the
Time of Sale Memorandum and the Final Memorandum.
(cc)
Vessel Registration. Each vessel identified in Annex A is duly registered under the laws of
the jurisdiction set forth on Annex A in the name of the applicable Operating Subsidiary, free and clear of
all Liens except for Permitted Liens.
(dd) Permits. Each of the Teekay Entities has such permits, consents (as defined above), licenses,
franchises, concessions, certificates and authorizations ("permits") of, and has made all declarations and
filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-
regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties
and to conduct its business in the manner described in the Time of Sale Memorandum and the Final
Memorandum, subject to such qualifications as may be set forth in the Time of Sale Memorandum and the
Final Memorandum and except for such permits, declarations and filings that, if not obtained, would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; except as set
forth in the Time of Sale Memorandum and the Final Memorandum, each of the Teekay Entities has
fulfilled and performed all its material obligations with respect to such permits which are or will be due to
have been fulfilled and performed by such date and no event has occurred that would prevent the permits
from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or
termination thereof or results or would result in any impairment of the rights of the holder of any such