Form 6-K TEEKAY CORP For: Jan 26

Form 6-K TEEKAY CORP For: Jan 26

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January 26, 2018 4:56 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

Date of report: January 26, 2018

Commission file number 1-12874

TEEKAY CORPORATION

(Exact name of Registrant as specified in its charter)

4th Floor

Belvedere Building

69 Pitts Bay Road

Hamilton, HM08 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40- F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ☐ No ☒

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE REGISTRANT:

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-221806) DATED JANUARY 12, 2018

Item 1- Information Contained in this Report on Form 6-K

Registered Equity Offering

On January 24, 2018, Teekay Corporation (the “Company”) entered into an Underwriting Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), for the public offering, issuance and sale of 10,000,000 shares of the Company’s common stock (the “Common Stock”) (the “Equity Offering”). On January 26, 2018, the Equity Offering was consummated and the Company received net proceeds of approximately $92.8 million. The Company has granted to the Underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Common Stock.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The Company has also agreed with the Underwriters not to offer or sell any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock), subject to certain exceptions, for a period of 60 days after the date of the Underwriting Agreement without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 6-K (the “Current Report”) and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

Private Convertible Notes Offering

On January 24, 2018, the Company entered into a purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell $125.0 million in aggregate principal amount of its 5.000% Convertible Senior Notes due 2023 (the “Notes”) to the initial purchasers listed in the Purchase Agreement (collectively, the “Initial Purchasers”) (the “Convertible Notes Offering”). On January 26, 2018, the Convertible Notes Offering was consummated and the Company received net proceeds of approximately $120.9 million. The Company has granted to the Initial Purchasers a 30-day option to purchase up to an additional $25.0 million principal amount of Notes to cover any over-allotments. The Notes in the Convertible Notes Offering were issued under an Indenture, dated January 26, 2018 between the Company and The Bank of New York Mellon, as trustee (the “Indenture”), which establishes the terms and provides for the issuance of the Notes. The Notes are senior unsecured obligations of the Company.

Interest

The Notes bear interest at a rate of 5.0% per year. Interest accrues from January 26, 2018 and is payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018. The Notes will mature on January 15, 2023 unless earlier repurchased, converted or redeemed. The Company will pay additional interest to certain holders of Notes at the rate of 0.50% per year if (a) following the sixth-month anniversary of the issuance date of the Notes, the Company fails to comply with its reporting obligations under rules of the U.S. Securities and Exchange Commission or (b) the Notes are not freely tradable as of the first anniversary of the issuance date.

Conversion

On or after July 15, 2022, holders of the Notes may convert all or any portion of their Notes at their option. Prior to July 15, 2022, the Notes will be convertible by the holders only upon the occurrence of certain events and during certain periods, including if:

•

during any calendar quarter the closing price of the Common Stock for at least 20 trading days in a designated 30-trading day period is equal to or greater than 130% of the conversion price for the Notes on each applicable trading day;

•

for five consecutive trading days the trading price per $1000 principal amount of the Notes is less than 98% of the product of (a) the last reported sale price of the Common Stock and (b) the conversion rate of the Notes;

•

the Company gives a redemption notice for the Notes; or

•

certain specified corporate events occur.

The conversion rate for the Notes is initially 85.4701 shares of Common Stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $11.70 per share of Common Stock). The conversion rate is subject to customary adjustments for, among other things, payments of dividends beyond the current quarterly rate of $0.055 per share of Common Stock, other distributions of Common Stock, other securities, assets or rights to the Company’s shareholders or a Company tender or exchange offer. In addition, following certain corporate events that occur prior to the maturity date of the Notes or following any notice of optional redemption given by the Company, the Company will, under certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or for Notes that are surrendered for conversion following such notice of redemption. The number of additional shares of Common Stock issuable upon any such conversion will depend upon the effective date of the applicable corporate event or the date of the redemption notice, as applicable, and the then current price of the Common Stock. Upon any conversion of the Notes, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election.

Optional Redemption

The Company may not redeem the Notes prior to January 15, 2021. On or after January 15, 2021, the Company may redeem the Notes for cash, if the closing price of the Common Stock for at least 20 trading days in a designated 30-trading day period is greater than 130% of the conversion price for the Notes on each applicable trading day. The redemption price will equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest.

Repurchase

If the Company undergoes a “fundamental change” (as defined in the Indenture and which, includes, among other things, certain major corporate events), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their Notes. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.

Other

The Notes were offered and resold by the Initial Purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Company anticipates that any shares of Common Stock issuable upon conversion of the Notes will be issued pursuant to Section 3(a)(9) of the Securities Act. The Company does not intend to file a registration statement for the resale of the Notes or any shares of Common Stock issuable upon conversion of the Notes.

Purchase Agreement

The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. In addition, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. The Company has also agreed with the Initial Purchasers not to offer or sell any shares of Common Stock (or securities exchangeable for or convertible into Common Stock), subject to certain exceptions set forth in the Purchase Agreement, for a period of 60 days after the date of the Purchase Agreement without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.

The Purchase Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The description of the Purchase Agreement in this Current Report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

Indenture

The Indenture pursuant to which the Notes were issued contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization involving the Company or any subsidiary of the Company that is a significant subsidiary, all outstanding Notes will automatically become due and payable without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes of may declare all Notes to be due and payable.

The Indenture does not limit the amount of debt that may be issued by the Company or its subsidiaries under the Indenture or otherwise. The Indenture does not contain any financial covenants and does not restrict the Company from paying dividends or issuing or repurchasing its other securities.

The Indenture is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference. The description of the Indenture in this Current Report is a summary and is qualified in its entirety by the terms of the Indenture.

Use of Proceeds from Offerings

At the closing of the Equity Offering and the Convertible Notes Offering on January 26, 2018, the Company received approximately $213.7 million in aggregate net proceeds from such offerings. The Company intends to use the net proceeds from the offerings for general corporate purposes, which may include, among other things, repaying a portion of the Company outstanding indebtedness and funding working capital. The Company has granted to the Underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Common Stock as part of the Equity Offering, and the Company has granted to the Initial Purchasers a 30-day over-allotment option to purchase up to an additional $25 million in principal amount of Notes as part of the Convertible Notes Offering.

Exhibits.

The following exhibits are filed as part of this Report:


Exhibit Number		Description

1.1		Underwriting Agreement, dated January 24, 2018, by and among Teekay Corporation, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.

4.1		Indenture dated as of January 26, 2018 between the Company and The Bank of New York Mellon, as Trustee.

5.1		Opinion of Watson Farley & Williams LLP, relating to the legality of the securities being registered

8.1		Opinion of Perkins Coie LLP, relating to tax matters

8.2		Opinion of Watson Farley & Williams LLP, relating to tax matters

10.1		Purchase Agreement, dated January 24, 2018, by and among Teekay Corporation, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 1.1

Execution Version

Teekay Corporation

Underwriting Agreement

10,000,000 Shares of Common Stock

New York, New York

January 24, 2018

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o	Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

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 (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 10,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional shares of common stock, par value $0.001 per share, of the Company (the “Option Shares;” the Firm Shares and the Option Shares being hereinafter collectively called the “Shares”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

The Company is conducting a private offering concurrently with the Offering (the “Concurrent Convertible Notes Offering”), pursuant to which the Company proposes to issue and sell to certain initial purchasers $125,000,000 aggregate principal amount of convertible notes (or up to $150,000,000 aggregate principal amount, if the initial purchasers thereof exercise in full their option to purchase additional convertible notes). The Concurrent Convertible Notes Offering and the Offering are not contingent on one another.

Any reference herein to the Registration Statement (as defined herein), the Base Prospectus (as defined herein), any Preliminary Prospectus (as defined herein) or the Prospectus (as defined herein) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date (as defined herein) of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.

This is to confirm the agreement among the Company and the Underwriters concerning the purchase of the Firm Shares and the Option Shares from the Company by the Underwriters.

1. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter and agrees with each Underwriter that:

(a) Registration Statement and Prospectus. The Company meets the requirements for use of Form F-3 under the Securities Act of 1933, as amended (the “Act”) and the rules and regulations promulgated thereunder (the “1933 Act Regulations”). A registration statement on Form F-3 (File No. 333-221806), including a related base prospectus, has been prepared and filed by the Company in conformity in all material respects with the requirements of the Act and the 1933 Act Regulations. The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) under the Act on January 12, 2018. The Company may have filed one or more amendments thereto, including one or more Preliminary Prospectuses with respect to the Shares, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A of the Act has been instituted or, to the knowledge of the Company, threatened by the Commission.

(b) No Material Misstatements or Omissions in Registration Statement, Prospectus or Documents Incorporated by Reference. As of the date of this Agreement and on each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Shares

are purchased hereunder, if such date is not the Closing Date (an “Option Closing Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the rules thereunder. The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated, when filed with the Commission, will comply in all material respects with the applicable requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder. On each Effective Date and at the Applicable Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith; and the documents incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(c) No Material Misstatements or Omissions in Disclosure Package. (i) As of the Applicable Time, the Disclosure Package (as defined herein), when taken together as a whole, and (ii) each Issuer Free Writing Prospectus (as defined herein) or any “road show” (as defined in Rule 433 of the 1933 Act Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”), when taken together as a whole with the Disclosure Package, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(d) No Ineligible Issuer. (i) At the time of filing the Registration Statement and any post-effective amendment thereto, and (ii) as of the Applicable Time (with such time being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that with respect to the offering contemplated hereby it is not necessary that the Company be considered an Ineligible Issuer.

(e) No Conflicting Information in Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus as of its date does not include any information that conflicts with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified.

(f) 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 Prospectus (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 any Option Closing Date, as the case may be, and to conduct its business in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

(g) Valid Issuance of the Shares. At the Applicable Time, the Closing Date and any Option Closing Date, as the case may be, the Shares to be issued and sold on the Closing Date and any Option Closing Date, as the case may be, will be duly authorized by the Company and, when issued and delivered to the Underwriters simultaneously with payment therefor in accordance with the terms hereof, will be (i) validly issued, (ii) not subject to any preemptive right, resale right, right of first refusal or similar right, (iii) fully paid and nonassessable, and (iv) will conform to the description thereof in the Registration Statement, the Disclosure Package and the Prospectus.

(h) Ownership of Teekay Holdings. The Company directly owns 100% of the equity interests in Teekay Holdings Limited, a Bermuda company (“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”).

(i) 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) 51% 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, except for the option by Brookfield TK TOGP L.P. to acquire, subject to certain conditions, an additional 2% membership interest in TOO GP.

(j) 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). 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); 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 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).

(k) 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 Limited, the lenders party thereto, Citibank, N.A., as administrative agent, and the Company, as amended (the “Margin Loan Agreement”).

(ii) 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 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.

(l) 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 Registration Statement, the Disclosure Package and Prospectus.

(ii) TOO owns a 100% membership interest in Teekay Offshore Holdings L.L.C. a Marshall Islands limited liability company (“Teekay Offshore Holdings”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Teekay Offshore Holdings, as amended on or prior to the date hereof (the “Teekay Offshore Holdings LLC Agreement”), and is fully paid (to the extent required under the Teekay Offshore Holdings 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 Teekay Offshore Holdings LLC Agreement); and TOO 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 Registration Statement, the Disclosure Package and Prospectus.

(iii) Teekay Offshore Holdings indirectly owns a 100% membership interest in Teekay Offshore Operating GP L.L.C., a Marshall Islands limited liability company (“OLP GP”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of OLP GP, as amended on or prior to the date hereof (“OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP 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 OLP GP LLC Agreement); and Teekay Offshore Holdings 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 Registration Statement, the Disclosure Package and the Prospectus. Teekay Offshore Holdings indirectly owns a 99.09% limited partner interest in Teekay Offshore Operating L.P., a Marshall Islands limited partnership (“TOO Operating Company”); and OLP GP directly owns a 0.91% general partner interest in TOO Operating Company. All such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of TOO Operating Company, as amended or restated on or prior to the date hereof (the “TOO Operating Company Partnership Agreement”), and are fully paid (to the extent required under the TOO Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may be provided in the TOO Operating Company Partnership Agreement); and Teekay Offshore Holdings and OLP GP, respectively, own such partner

interests free and clear of all Liens, except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Registration Statement, the Disclosure Package and Prospectus.

(m) Ownership of Operating Subsidiaries.

(i) TGP Operating Company owns, directly or indirectly, the equity interests in each of the entities set forth in Schedule II-A (the “TGP Operating Subsidiaries”) as described on Schedule II-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 Registration Statement, the Disclosure Package and Prospectus.

(ii) TOO, Teekay Offshore Holdings and TOO Operating Company own, directly or indirectly, the equity interests in each of the entities set forth in Schedule II-B (the “TOO Operating Subsidiaries”) as described on Schedule II-B; such equity interests have been duly authorized and validly issued in accordance with the respective organizational documents of each TOO Operating Subsidiary, as amended or restated on or prior to the date hereof (the “TOO Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the TOO 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 TOO Operating Subsidiary and except as may be provided in the TOO Operating Subsidiaries’ Organizational Documents); and TOO and TOO Operating Company, as applicable, own 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 Registration Statement, the Disclosure Package and Prospectus.

(iii) Tankers owns, directly or indirectly, 100% of the equity interests in each of the entities set forth in Schedule II-C (the “Tankers Operating Subsidiaries”) as described on Schedule II-C; 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 Registration Statement, the Disclosure Package and Prospectus.

(iv) The Company owns, directly or indirectly, the equity interests in each of the entities set forth in Schedule II-D (the “Company Operating Subsidiaries”) as described on Schedule II-D; 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 Registration Statement, the Disclosure Package and the Prospectus.

(n) No Other Subsidiaries. Other than its interests in (i) Teekay Holdings, (ii) Teekay Finance Limited (iii) TGP GP, (iv) TOO GP, (v) TGP, (vi) TOO, (vii) Tankers, (viii) TGP Operating Company, (ix) Teekay Offshore Holdings, (x) TOO Operating Company, (xi) OLP GP, (xii) the TGP Operating Subsidiaries, (xiii) the TOO Operating Subsidiaries, (xiv) the Tankers Operating Subsidiaries and (xv) the Company Operating Subsidiaries ((i) through (xv), collectively, the “Operating Subsidiaries”), 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 Registration Statement, the Disclosure Package and the Prospectus and except for entities that do not, directly or indirectly, own any vessels or conduct any operations.

(o) No Preemptive Rights or Options. Except as described in the Registration Statement, the Disclosure Package, the Prospectus, 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 Registration Statement, the Disclosure Package, the Prospectus, the TGP LPA 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 knowledge, any equity interests in any Operating Subsidiary.

(p) No Registration Rights. No holder of securities of the Company has rights to the registration of such securities under the Registration Statement, except for any rights pursuant to (i) the Registration Rights Agreement, dated November 16, 2015 by and among the Company and J.P. Morgan Securities LLC, for itself and as representative of the several initial purchasers listed in Schedule 1 thereto, (ii) the Registration Rights Agreement among Teekay Corporation, Tradewinds Trust Co. Ltd., as Trustee for the Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee for the JTK Trust, and (iii) the Registration Rights Agreement by and among the Company and the Purchasers named on Schedule A thereto, dated as of June 29, 2016, with respect to common stock of the Company (collectively, the “Registration Rights”), in each case, which Registration Rights have been waived or do not apply with respect to the offerings and sale of the Shares.

(q) Capitalization. The issued and outstanding equity interests of the Company consist of the number of shares of common stock specified in the Registration Statement, the Disclosure Package and the Prospectus, as adjusted for the sale of any Shares pursuant to this Agreement and any equity awards granted under 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.

(r) Authority. The Company has all requisite corporate power and authority to issue, sell and deliver the Shares in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package and the Prospectus. All corporate, partnership and limited liability company action, as the case may be, required to be taken by the Company or any of its stockholders for the authorization, issuance, sale and delivery of the Shares, the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

(s) Execution and Delivery of this Agreement. This Agreement has been duly authorized, validly executed and delivered by the Company.

(t) No Conflicts. None of the offering, issuance and sale by the Company of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, or the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, (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 Registration Statement, the Disclosure Package and the Prospectus), 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 this Agreement.

(u) No Consents. Except for (i) the registration of the Shares under the Act, (ii) 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 Shares by the Underwriters, and under applicable stock exchange

requirements, and (iii) 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 to perform its obligations under this Agreement, 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 Shares, the execution, delivery and performance of this Agreement by the parties hereto (other than the Underwriters), or the consummation of the transactions contemplated by this Agreement.

(v) 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 this Agreement. To the knowledge of the Company, 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.

(w) Conformity of Securities to Description. The Shares, when issued and delivered in accordance with the terms of this Agreement simultaneously with payment therefor as provided herein, will conform in all material respects to the descriptions thereof contained in the Registration Statement, the Disclosure Package and the Prospectus.

(x) No Material Adverse Change. Since the date of the latest financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, (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, 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 Registration Statement, the Disclosure Package and the Prospectus.

(y) Financial Statements. The consolidated historical financial statements (including the related notes and supporting schedules) included or incorporated by reference into the Registration Statement, the Disclosure Package and the Prospectus (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 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 Registration Statement, the Disclosure Package and the Prospectus 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 Registration Statement, the Disclosure Package and the Prospectus, are the independent registered public accounting firm with respect to such entities within the meaning of the Act and the applicable published rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board.

(aa) Transfer Taxes. 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 Shares 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 Registration Statement, the Disclosure Package and the Prospectus as owned by the Operating Subsidiaries. Each Operating Subsidiary identified on Annex B is the owner, lessee or charterer, as indicated, of the vessel set forth opposite its name on Annex B (the “Vessels”), in each case free and clear of all Liens except (i) as described, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Prospectus 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 Registration Statement, the Disclosure Package and the Prospectus (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 Registration Statement, the Disclosure Package and the Prospectus and are proposed to be used in the future as described in the Registration Statement, the Disclosure Package and the Prospectus.

(cc) Vessel Registration. Each vessel identified in Annex B is duly registered under the laws of the jurisdiction set forth on Annex B 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 Registration Statement, the Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus 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 Registration Statement, the Disclosure Package and the Prospectus, 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 permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such permits contains any restriction that is materially burdensome to the Teekay Entities, taken as a whole.

(ee) Insurance. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Teekay Entities are insured by insurers of recognized financial responsibility covering against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring the Teekay Entities or their respective businesses, assets, employees, officers and directors are in full force and effect; the Teekay Entities are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by any of the Teekay Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Teekay Entities has been refused any insurance coverage sought or applied for; and the Company believes that each of the Teekay Entities will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(ff) Contracts to be Described or Filed. To the knowledge of the Company, there is no agreement, franchise, contract, indenture, lease or other document or instrument of a character required to be described in the Registration Statement, the Disclosure Package or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required.

(gg) Litigation. There is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened, to which any of the Teekay Entities is or could reasonably be expected to be made a party or to which the business or property of any of the Teekay Entities is or could reasonably be expected to be made subject or that would be required to be disclosed in the Registration Statement, the Disclosure Package or the Prospectus which is not adequately disclosed in the Registration Statement, the Disclosure Package or the Prospectus as required, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency or, to the knowledge of the Company, that has been proposed by any governmental agency, and (iii) no injunction, restraining order or order of any nature issued by a Federal or state court or foreign court of competent jurisdiction to which any of the Teekay Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, (A) could reasonably be expected to (1) individually or in the aggregate have a Material Adverse Effect, except as set forth in the Registration Statement, the Disclosure Package, or the Prospectus, or (2) prevent or result in the suspension of the offering and issuance of the Shares, or (B) questions the validity of this Agreement.

(hh) Summaries. The statements in the Registration Statement, the Disclosure Package and the Prospectus under the headings “Material United States Federal Income Tax Considerations” and “Non-United States Tax Considerations,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries, in all material respects, of such legal matters, agreements, documents or proceedings.

(ii) Certain Relationships and Related Transactions. No relationship, direct or indirect, exists between or among any Teekay Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Teekay Entity on the other hand that is required to be described in the Registration Statement, the Disclosure Package and the Prospectus that is not so described. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by any Teekay Entity to or for the benefit of any of the officers, directors or managers of any Teekay Entity or their respective family members, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. No Teekay Entity has, in violation of the Sarbanes-Oxley Act of 2002, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of any Teekay Entity.

(jj) Sarbanes-Oxley Act of 2002. The Teekay Entities are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission and the New York Stock Exchange (“NYSE”) that are effective and applicable to the Company.

(kk) Internal Controls. Each of the Teekay Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is

permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Teekay Entities’ “internal controls over financial reporting” (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) are effective and none of the Teekay Entities is aware of any material weakness in their internal controls over financial reporting.

(ll) Disclosure Controls. The Teekay Entities maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

(mm) No Labor Dispute. No labor problem or dispute with the employees of the Teekay Entities exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that, in each case, could reasonably be expected to have a Material Adverse Effect.

(nn) Tax Returns. Each of the Teekay Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file could not reasonably be expected to have a Material Adverse Effect or as set forth in the Registration Statement, the Disclosure Package and the Prospectus) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as could not reasonably be expected to have a Material Adverse Effect.

(oo) Environmental Compliance. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, each Teekay Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, (iii) has not received notice of any actual or potential liability under any environmental law, and (iv) is not a party to or affected by any pending or, to the knowledge of the Company, threatened action, suit or proceeding, is not bound by any judgment, decree or order, and has not entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials, except where such noncompliance, deviation, violation, release or cleanup from that described in (i) - (iv) above could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Teekay Entities has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). The term “Hazardous Materials” means (A) any “hazardous substance” as defined in CERCLA, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

(pp) Effect of Environmental Laws. In the ordinary course of its business, each Teekay Entity periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, each Teekay Entity has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

(qq) Intellectual Property. Each of the Teekay Entities owns or possesses rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, technology, know-how and other intellectual property necessary for the conduct of their respective businesses, except where the failure to possess such rights could not reasonably be expected to have a Material Adverse Effect, and the Company believes that the conduct by the Teekay Entities of their respective businesses will not conflict with, and the Teekay Entities have not received any notice of any claim of conflict with, any such rights of others.

(rr) No Distribution of Other Offering Materials. None of the Teekay Entities has distributed or will distribute, any offering material (as defined under the Act) in connection with the offering and sale of the Shares other than the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and other materials, if any, permitted by the Act, including Rule 134 under the Act.

(ss) Investment Company. None of the Teekay Entities is now, and after the sale of the Shares to be sold by the Company hereunder and application of the net proceeds from such sale as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds” and after giving effect to the offering will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”).

(tt) Passive Foreign Investment Company. To the knowledge of the Company, none of the Teekay Entities is a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”).

(uu) Foreign Corrupt Practices Act. No Teekay Entity, nor any director, officer, or employee, nor, to the knowledge of the Company, any affiliate, agent or representative of the Teekay Entities, has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (such act, including the rules and regulations thereunder, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Teekay Entities have

conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

(vv) Sanctions Laws and Regulations. Neither the sale of the Shares by the Company hereunder nor the use of the proceeds thereof will cause any U.S. person participating in the offering, either as underwriter and/or purchasers of the Shares, to violate the Trading With the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (all such laws and regulations collectively referred to as the “Sanctions Laws and Regulations”) or any enabling legislation or executive order relating thereto.

(ww) Sanctions Authorities. None of the Teekay Entities is, and, to the knowledge of the Company, no director, officer, agent, employee or affiliate of any of the Teekay Entities is, currently the subject of, or in possession of written notice from a governmental authority asserting that it may become the subject of, any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority; and the Teekay Entities will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (“Person”), for the purpose of financing the activities of or with any Person, or in any country or territory that, at the time of such funding or facilitation, is the subject of any sanctions administered or enforced by such authorities, in each case in a manner that violates any Sanctions Laws and Regulations.

(xx) Money Laundering Laws. The operations of the Teekay Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Teekay Entities with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(yy) Brokers. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between any Teekay Entity and any person that would give rise to a valid claim against any Teekay Entity or the Underwriters for a brokerage commission, finder’s fee or other like payment in connection with any of the transactions contemplated by this Agreement.

(zz) Market Stabilization. None of the Teekay Entities has taken, and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(aaa) No Restrictions on Subsidiaries. Except (i) as provided in the credit and loan agreements described in the Registration Statement, the Disclosure Package and the Prospectus (including an undertaking of TOO that, until TOO repays amounts outstanding under its Norwegian Kroner bonds due in 2018, (A) TOO will not pay distributions to the Company, or any of its affiliates, including TOO GP, in cash, and (B) TOO will not pay any distributions in cash unless it matches or exceeds the amount of cash paid by proceeds raised through the issuance of additional equity in advance of, or within six months following, the payment of such distributions) and by Section 51 of the Marshall Islands Limited Partnership Act, Section 40 of the Marshall Islands Limited Liability Company Act of 1996 and Sections 43 and 44 of the Marshall Islands Business Corporations Act, (ii) as otherwise mandated by the laws of the Operating Subsidiaries’ jurisdiction of formation or (iii) as provided in the organizational documents of non-wholly owned Operating Subsidiaries (or any shareholder agreements between the shareholders of such Operating Subsidiaries), no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(bbb) Statistical and Market Data. The statistical and market-related data included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources which the Company believes to be reliable and accurate in all material respects.

(ccc) XBRL Information. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(ddd) Immunity. Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Marshall Islands. The irrevocable and unconditional waiver and agreement of the Company contained in Section 16 not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of the Marshall Islands.

(eee) Certificates. Any certificate signed by an officer of any Teekay Entity and delivered to the Underwriters or to counsel for the Underwriters in connection with the closing of the Offering shall be deemed a representation and warranty by such Teekay Entity, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.29663 per Share, the number of the Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 1,500,000 Option Shares at the purchase price per Share as the Underwriters shall pay for the Firm Shares, less an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on the Option Shares. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the settlement date. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Shares.

3. Delivery and Payment. Delivery of and payment for the Firm Shares and the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the first Business Day immediately preceding the Closing Date) shall be made at 10:00 AM, Eastern time, on January 26, 2018, at the offices of Perkins Coie LLP, Portland, Oregon, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date of delivery and payment for the Shares being herein called the “Closing Date”). Delivery of the Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

If the option provided for in Section 2(b) is exercised after the first Business Day immediately preceding the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the Representatives, on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. If settlement of the Option Shares occurs after the Closing Date, the Company will deliver to the Representatives for the respective accounts of the several

Underwriters on any Option Closing Date, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

For purposes of this Agreement, the term “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions, trust companies and the NYSE are authorized or obligated by law to close in New York City.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Shares for sale to the public as set forth in the Registration Statement, the Disclosure Package and the Prospectus.

5. Agreements. The Company agrees with the several Underwriters that:

(a) Preparation of the Prospectus and Registration Statement. Prior to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement to any Preliminary Prospectus or the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished to you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives, which approval will not be unreasonably withheld or delayed, with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A of the Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) Notification Regarding Disclosure Package. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) subject to the first sentence of paragraph (a) of this Section 5, amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(c) Filing of Amendment or Supplement. If, at any time when a prospectus relating to the Shares is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented prospectus to you in such quantities as you may reasonably request.

(d) Reports to Unitholders. As soon as practicable, but in any event not later than 60 days after the close of the period covered thereby, the Company will make generally available to its shareholders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(e) Copies of Reports. The Company will furnish or make available via the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) to its shareholders annual reports containing financial statements audited by independent public accountants and quarterly reports containing financial statements and financial information which may be unaudited. The Company will, for a period of two years from the Closing Date, furnish or make available via EDGAR, to the Underwriters a copy of each annual report, quarterly report, current report and all other documents, reports and information furnished by the Company to its shareholders (excluding any periodic income tax reporting materials) or filed with any securities exchange or market pursuant to the requirements of such exchange or market or with the Commission pursuant to the Act or the Exchange Act (other than any annual chief executive officer certification and annual written affirmations to the NYSE).

(f) Signed Copies of the Registration Statement. The Company will furnish to the Representatives and counsel for the Underwriters photocopies of signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.

(g) Qualification of Shares. The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will maintain such qualifications in effect so long as reasonably required for the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be reasonably required of it to continue such qualifications in effect for so long a period as the Representatives may reasonably request for the distribution of the Shares.

(h) Restriction on Sale of Securities. During a period of 60 days from the date of this Agreement, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise transfer or dispose of, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of common stock or such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of the Shares hereunder to the Underwriters, (b) the convertible notes to be sold pursuant to the Concurrent Convertible Notes Offering, (c) the conversion of such convertible notes, or (d) grants by the Company of stock options, restricted stock units and/or performance share units relating to shares of common stock under the Company’s 2013 Equity Incentive Plan described in the Disclosure Package and the Prospectus, as amended from time to time.

(i) Compliance with Sarbanes-Oxley Act. The Company will comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002.

(j) Price Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute or that could reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(k) Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the

preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the listing of the Shares on the NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses of the Company incident to the performance by it of its obligations hereunder. Notwithstanding the foregoing, it is understood that, except as expressly provided in this subsection (k) and Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation, fees and disbursements of their counsel, transfer taxes on the resale by them of any of the Shares, the transportation and other expenses incurred by or on their behalf in connection with presentations to potential purchasers of Shares and any advertising expenses relating to offers of Shares they may make.

(l) Use of Proceeds. The Company will use the net proceeds received by them from the sale of the Shares as set forth in the Disclosure Package and the Prospectus.

(m) Investment Company; PFIC. For a period of four years after the Closing Date or, if later, any Option Closing Date, the Company will use its commercially reasonable efforts to avoid any Teekay Entity, or any subsidiary thereof, from becoming (i) required to register as an “investment company” as defined in the 1940 Act, or (ii) a PFIC with respect to any U.S. shareholder or unitholder.

(n) PFIC Notice to Shareholders. If the Company notifies its shareholders that it or a subsidiary will be a PFIC, it will contemporaneously give similar notice to the Underwriters, along with information concerning the potential availability of a “qualified electing fund” election (or elections) under Section 1295 of the Code or any other applicable election with respect to each Teekay Entity that is a PFIC.

(o) Sanctions Laws and Regulations. The Company will not take, and will cause each subsidiary not to take, directly or indirectly, any action that could reasonably be expected to result in a violation by any U.S. person participating in the Offering of any Sanctions with respect to the sale of the Shares hereunder. Further, the Company will not use, and will cause each subsidiary not to use, the proceeds from the sale of the Shares, directly or indirectly, for any purpose or activity that would cause the Underwriters or any purchaser of the Shares to be in violation of any Sanctions or for any agent or “Specially Designated National” of any country the subject of Sanctions, or any person or entity of any country the subject of Sanctions.

(p) Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Annex A hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an Issuer Free Writing Prospectus and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives in writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(q) NYSE Listing. The Company will use commercially reasonable efforts to list, subject to notice of issuance, the Shares on the NYSE.

(r) Tax Indemnity. The Company shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of the Marshall Islands or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the creation, allotment and issuance of the Shares, (iii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iv) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein.

6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Shares and the Option Shares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Applicable Time, the Closing Date and any Option Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been disclosed to the Representatives and complied with to their satisfaction.

(b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Statement, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(c) The Company shall have requested and caused Perkins Coie LLP, counsel for the Company, to have furnished to you their written opinion, dated the Closing Date (or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters, of the same tenor as the opinion provided in Annex C.

(d) The Company shall have requested and caused Watson Farley & Williams LLP, special regulatory and Marshall Islands counsel for the Company, to have furnished to you their written opinion, dated the Closing Date (or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters, of the same tenor as the opinion provided in Annex D.

(e) The Company shall have requested and caused:

(i) Thommessen Krefting Greve Lund AS, Norwegian counsel for the Company, to have furnished to you their written opinion, dated the Closing Date or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters.

(ii) Alexanders, Bermuda counsel for the Company, to have furnished to you their written opinion, dated the Closing Date or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters.

(iii) Wong Tan & Molly Lin LLC, Singapore counsel for the Company, to have furnished to you their written opinion, dated the Closing Date or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters.

(iv) Watson Farley & Williams LLP, English counsel for the Company, to have furnished to you their written opinion, dated the Closing Date or any Option Closing Date, as applicable) and addressed to you, in form and substance reasonably satisfactory to the Underwriters.

(f) The Underwriters shall have received from Vinson & Elkins L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date (or any Option Closing Date, as applicable) and addressed to the Underwriters, with respect to such matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g) The Company shall have furnished to the Underwriters a certificate signed by its principal executive officer and principal financial officer dated the Closing Date (or any Option Closing Date, as applicable) and addressed to the Underwriters, to the effect that the signers of such certificate have carefully examined this Agreement, the Registration Statement, the Prospectus, the Disclosure Package, each Non-Prospectus Road Show used in connection with this Offering and any Issuer Free Writing Prospectus and any amendment or supplement thereto and that:

(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date or any Option Closing Date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or any Option Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened;

(iii) since the date of the most recent financial statements included in the Registration Statement, the Disclosure Package (exclusive of any supplement thereto) or the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the general affairs, condition (financial or otherwise), results of operations, business, properties, assets or prospects of the Teekay Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Disclosure Package (exclusive of any supplement thereto) or the Prospectus (exclusive of any supplement thereto); and

(iv) such other matters as you may reasonably request.

(h) The Company shall have requested and caused KPMG LLP to have furnished to the Underwriters, at the time of execution of this Agreement and at the Closing Date (or any Option Closing Date, as applicable), letters, dated respectively as of the date hereof and as of such Closing Date or Option Closing Date, in form and substance reasonably satisfactory to the Representatives.

(i) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the general affairs, management, condition (financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of operations, business, properties, assets or prospects of the Teekay Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or

(ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto).

(j) Prior to the Closing Date (or any Option Closing Date, as applicable), the Company shall have furnished to the Underwriters such further information, certificates and documents as the Representatives may reasonably request.

(k) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the debt securities of any of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(l) The Shares to be delivered on the Closing Date or any Option Closing Date, as the case may be, shall have been approved for listing on the NYSE, subject to official notice of issuance.

(m) The “lock-up” agreements, each substantially in the form of Annex F hereto, between the Representatives and those certain shareholders, officers and directors of the Company named in Schedule III hereto relating sales and certain other dispositions of shares of common stock or certain other securities of the Company, delivered to the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date and any Option Closing Date, as applicable.

(n) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date (or any Option Closing Date, as applicable) by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

7. Reimbursement of Underwriters’ Expenses. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representatives on demand for all out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Shares.

8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package, any Issuer Free Writing Prospectus, any Non-Prospectus Road Show or the Prospectus or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers who sign the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the indemnity in Section 8(a) from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company through the Representatives by or on behalf of such Underwriter specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Underwriters confirm and the Company acknowledges that the statements set forth (i) in the first paragraph under the heading “Underwriting—Underwriting Discounts and Expenses” and (ii) under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Preliminary Prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Company through the Representatives by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, the Disclosure Package, the Prospectus and any Issuer Free Writing Prospectus or Non-Prospectus Road Show.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in

which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (in addition to local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters, severally, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the underwriting discount or commission applicable to the Shares purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Offering (before deducting expenses) received by the Company, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to

information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Shares, and if such nondefaulting Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Shares, if at any time prior to such time (i) trading in the Company’s common stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE or the NASDAQ Global Market shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Disclosure Package or the Prospectus (in each case exclusive of any supplement thereto).

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Shares. The provisions of Sections 5(k), 7, 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to (a) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attn: Equity Syndicate Desk, with a copy to the Legal Department and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; or, (b) if sent to the Company, will be mailed, delivered or telefaxed to Teekay Corporation, 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda, Attn. Corporate Secretary (fax no. 441-292-3931) with a copy to Perkins Coie LLP, 1120 N.W. Couch Street, 10th Floor, Portland, Oregon 97209-4128, Attn: David Matheson (fax no. 503-346-2008).

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

16. Judicial Proceedings.

jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

(b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

(c) To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

17. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

18. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

19. No Fiduciary Duty. The Company hereby acknowledges that (a) the Underwriters are acting as a principal and not as an agent or fiduciary of the Company and (b) its engagement of the Underwriters in connection with the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters).

20. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

21. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Applicable Time” shall mean 8:45 A.M. (New York City time) on January 24, 2018, which the Representatives have informed the Company is a time prior to the first sale of the Shares;

“Base Prospectus” shall mean the base prospectus referred to in the second sentence of Section 1(a) above contained in the Registration Statement at the initial Effective Date.

“Commission” shall mean the United States Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Preliminary Prospectus, as amended and supplemented to the Applicable Time, (ii) the Issuer Free Writing Prospectuses identified in Annex A hereto and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus, which describes the Shares and the offering thereof and which is used prior to the filing of the Prospectus, together with the Base Prospectus.

“Prospectus” shall mean the final prospectus supplement relating to the Shares, including the accompanying Base Prospectus, as filed with the Commission pursuant to Rule 424(b) of the Act and the rules and regulations of the Commission promulgated thereunder;

“Registration Statement” shall mean the registration statement referred to in the second sentence of Section 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule

430B, as amended at the Applicable Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the Registration Statement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.


Very truly yours,

Teekay Corporation

By:		/s/ Kenneth Hvid
		Name: Kenneth Hvid
		Title: President & CEO


The foregoing Agreement is hereby confirmed and accepted as of the date first written above.

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

By:		Morgan Stanley & Co. LLC

By:		/s/ Charles Leisure
		Name: Charles Leisure
		Title: Vice President

By:		J.P. Morgan Securities LLC

By:		/s/ Kevin Cheng
		Name: Kevin Cheng
		Title: Vice President

		For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement.

SCHEDULE I


Underwriters	Number of Firm Shares to be Purchased
Morgan Stanley & Co. LLC		4,500,000
J.P. Morgan Securities LLC		2,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		1,500,000
UBS Securities LLC		1,500,000
Credit Agricole Securities (USA) Inc.		250,000
BNP Paribas Securities Corp.		250,000

Total		10,000,000

I-1

SCHEDULE II-A

TGP OPERATING SUBSIDIARIES


	Company Name	Country

1.	African Spirit L.L.C.	Marshall Islands

2.	Al Areesh Inc.	Marshall Islands

3.	Al Areesh L.L.C.	Marshall Islands

4.	Al Daayen Inc.	Marshall Islands

5.	Al Daayen L.L.C.	Marshall Islands

6.	Al Huwaila Inc.	Marshall Islands

7.	Al Kharsaah Inc.	Marshall Islands

8.	Al Khuwair Inc.	Marshall Islands

9.	Al Marrouna Inc.	Marshall Islands

10.	Al Marrouna L.L.C.	Marshall Islands

11.	Al Shamal Inc.	Marshall Islands

12.	Alexander Spirit L.L.C.	Marshall Islands

13.	Arctic Spirit L.L.C.	Marshall Islands

14.	Asian Spirit L.L.C.	Marshall Islands

15.	Bahrain LNG W.L.L.	Bahrain

16.	Creole Spirit L.L.C.	Marshall Islands

17.	DHJS Hull No. 2007-001 L.L.C.	Marshall Islands

18.	DHJS Hull No. 2007-002 L.L.C.	Marshall Islands

19.	DSME Hull No. 2411 L.L.C.	Marshall Islands

20.	DSME Hull No. 2416 L.L.C.	Marshall Islands

21.	DSME Hull No. 2417 L.L.C.	Marshall Islands

22.	DSME Hull No. 2423 L.L.C.	Marshall Islands

23.	DSME Hull No. 2425 L.L.C.	Marshall Islands

24.	DSME Hull No. 2430 L.L.C.	Marshall Islands

II-A-1



25.	DSME Hull No. 2431 L.L.C.	Marshall Islands

26.	DSME Hull No. 2433 L.L.C.	Marshall Islands

27.	DSME Hull No. 2434 L.L.C.	Marshall Islands

28.	DSME Hull No. 2461 L.L.C.	Marshall Islands

29.	DSME Option Vessel No.1 L.L.C.	Marshall Islands

30.	DSME Option Vessel No.2 L.L.C.	Marshall Islands

31.	DSME Option Vessel No.3 L.L.C.	Marshall Islands

32.	European Spirit L.L.C.	Marshall Islands

33.	Excalibur Shipping Company Limited	Isle of Man

34.	Excelsior B.V.B.A.	Belgium

35.	Exmar Gas Shipping Limited	Hong Kong

36.	Exmar LPG BVBA	Belgium

37.	Exmar Shipping BVBA	Belgium

38.	Good Investment Limited	Hong Kong

39.	H.H.I. Hull No. S856 L.L.C.	Marshall Islands

40.	H.H.I. Hull No. S857 L.L.C.	Marshall Islands

41.	Magellan Spirit ApS	Denmark

42.	MALT LNG Holdings APS	Denmark

43.	Malt LNG Netherlands Holdings B.V.	Netherlands

44.	Malt LNG Transport ApS	Denmark

45.	Malt Singapore Pte Ltd.	Singapore

46.	Membrane Shipping Limited	Marshall Islands

47.	Meridian Spirit ApS	Denmark

48.	Methane Spirit L.L.C.	Marshall Islands

49.	MiNT LNG I, Ltd.	Bahamas

50.	MiNT LNG II, Ltd.	Bahamas

51.	MiNT LNG III, Ltd.	Bahamas

52.	MiNT LNG IV, Ltd.	Bahamas

II-A-2



53.	Nakilat Holdco L.L.C.	Marshall Islands

54.	Naviera Teekay Gas II, S.L.U.	Spain

55.	Naviera Teekay Gas III, S.L.U.	Spain

56.	Naviera Teekay Gas IV, S.L.U.	Spain

57.	Naviera Teekay Gas, S.L.U.	Spain

58.	Oak Spirit L.L.C.	Marshall Islands

59.	Pan Africa LNG Transportation Company Limited	Hong Kong

60.	Pan Americas LNG Transportation Company Limited	Hong Kong

61.	Pan Asia LNG Transportation Company Limited	Hong Kong

62.	Pan Europe LNG Transportation Company Limited	Hong Kong

63.	Polar Spirit L.L.C.	Marshall Islands

64.	SGPC 1 Pte. Ltd.	Singapore

65.	Skaugen Gulf Petchem Carriers B.S.C.	Bahrain

66.	Solaia Shipping L.L.C.	Liberia

67.	Sonoma L.L.C.	Marshall Islands

68.	Taizhou Hull No. WZL 0501 L.L.C.	Marshall Islands

69.	Taizhou Hull No. WZL 0502 L.L.C.	Marshall Islands

70.	Taizhou Hull No. WZL 0503 L.L.C.	Marshall Islands

71.	Tangguh Hiri Finance Limited	United Kingdom

72.	Tangguh Hiri Operating Limited	United Kingdom

73.	Tangguh Sago Finance Limited	United Kingdom

74.	Tangguh Sago Operating Limited	United Kingdom

75.	TC LNG Shipping L.L.C.	Marshall Islands

76.	Teekay BLT Corporation	Marshall Islands

77.	Teekay BLT Finance Corporation	Marshall Islands

78.	Teekay Gas Group Ltd.	Marshall Islands

79.	Teekay II Iberia, S.L.	Spain

80.	Teekay LNG Bahrain Operations L.L.C.	Marshall Islands

II-A-3



81.	Teekay LNG Finance Corp.	Marshall Islands

82.	Teekay LNG Finco L.L.C.	Marshall Islands

83.	Teekay LNG Holdco L.L.C.	Marshall Islands

84.	Teekay LNG Holdings L.P.	United States

85.	Teekay LNG Operating L.L.C.	Marshall Islands

86.	Teekay LNG Project Services L.L.C.	Marshall Islands

87.	Teekay LNG US GP L.L.C.	Marshall Islands

88.	Teekay Luxembourg S.a.r.l.	Luxembourg

89.	Teekay Multigas Malta Limited	Marshall Islands

90.	Teekay Multigas Pool L.L.C.	Marshall Islands

91.	Teekay Nakilat (II) Limited	United Kingdom

92.	Teekay Nakilat (III) Corporation	Marshall Islands

93.	Teekay Nakilat Corporation	Marshall Islands

94.	Teekay Nakilat Holdings (III) Corporation	Marshall Islands

95.	Teekay Nakilat Holdings Corporation	Marshall Islands

96.	Teekay Nakilat Replacement Purchaser L.L.C.	Marshall Islands

97.	Teekay Servicios Maritimos, S.L.	Spain

98.	Teekay Shipping Spain, S.L.	Spain

99.	Teekay Spain, S.L.	Spain

100.	Teekay Tangguh Borrower L.L.C.	Marshall Islands

101.	Teekay Tangguh Holdings Corporation	Marshall Islands

102.	Wilforce L.L.C.	Marshall Islands

103.	Wilpride L.L.C.	Marshall Islands

104.	Zhonghua Hull No. 451 L.L.C.	Marshall Islands

II-A-4

SCHEDULE II-B

TOO OPERATING SUBSIDIARIES

1.	The Partnership directly owns:

(a)

all of the issued and outstanding stock of Teekay Offshore Finance Corp., a Marshall Islands corporation;

(b)

100% of the outstanding stock of Teekay FSO Finance Pty Ltd., an Australian corporation, which directly owns 100% of the outstanding stock of Teekay Australia Offshore Holdings Pty Ltd., an Australian corporation (“TAOH”), which directly owns 100% of the membership interest in Dampier Spirit L.L.C., a Marshall Islands limited liability company (“Dampier Spirit”).

(c)

a 100% membership interest in Varg L.L.C., a Marshall Islands limited liability company (“Varg LLC”), which directly owns (i) a 1% interest in Teekay Offshore European Holdings Cooperatief U.A., a Dutch corporation (“TOEH”), and (ii) 100% of the outstanding stock of Teekay Varg Production Limited;

(d)

a 100% membership interest in Teekay Offshore Holdings;

(e)

a 100% membership interest in Teekay Al Rayyan L.L.C., a Marshall Islands limited liability company; and

(f)

a 0.01% interest in Teekay Piranema Servicos de Petroleo Ltda., a sociedad limitada organized under the laws of Brazil.

2.	Teekay Offshore Holdings directly owns:

(a)

a 100% membership interest in Teekay Shuttle Tankers L.L.C., a Marshall Islands limited liability company (“ShuttleCo”);

(b)

a 100% membership interest in Teekay Hiload LLC, a Marshall Islands limited liability company;

(c)

a 100% membership interest in Gina Krog L.L.C., a Marshall Islands limited liability company;

(d)

100% of the outstanding shares of Gina Krog Offshore Pte. Ltd. , a Singapore corporation, which directly owns 100% of the outstanding stock of Gina Krog AS, a Norwegian corporation;

(e)

a 100% membership interest in Knarr L.L.C., a Marshall Islands limited liability company;

(f)

a 100% membership interest in Clipper L.L.C., a Marshall Islands limited liability company;

II-B-2

(g)

100% of the outstanding stock of Teekay Offshore Group Ltd., a Marshall Islands corporation;

(h)

a 100% membership interest in Pattani Spirit L.L.C., a Marshall Islands limited liability company (“Pattani Spirit”);

(i)

a 100% membership interest in Piranema L.L.C., a Marshall Islands limited liability company;

(j)

a 100% interest in Tiro Sidon L.L.C. , a Marshall Islands limited liability company (“Tiro Sidon”);

(k)

a 100% interest in Voyageur L.L.C., a Marshall Islands limited liability company which directly owns 100% of the shares of Teekay Voyageur Production Limited, a company incorporated under the Companies Act of Scotland;

(l)

a 100% membership interest in the Arendal Spirit L.L.C., a Marshall Islands limited liability company;

(m)

a 100% membership interest in Logitel Offshore Rig II L.L.C., a Marshall Islands limited liability company;

(n)

a 100% membership interest in Logitel Offshore Rig III L.L.C., a Marshall Islands limited liability company;

(o)

a 100% membership interest in Logitel Offshore Rig IV L.L.C., a Marshall Islands limited liability company;

(p)

a 100% membership interest in Siri Holdings L.L.C., a Marshall Islands limited liability company (“Siri Holdings”);

(q)

a 100% membership interest in Logitel Offshore L.L.C., a Marshall Islands limited liability company;

(r)

100% of the outstanding shares of Logitel Offshore Pte. Ltd., a Singapore corporation (“Logitel Pte”);

(s)

100% of the outstanding shares of Logitel Offshore Holdings Pte. Ltd., a Singapore corporation;

(t)

a 100% membership interest in Apollo Spirit L.L.C., a Marshall Islands limited liability company (“Apollo Spirit”);

(u)

a 100% membership interest in Petrojarl I L.L.C., a Marshall Islands limited liability company;

(v)

a 100% membership interest in Teekay Offshore Operating Holdings L.L.C., a Marshall Islands limited liability company, which directly owns a 100% membership interest in Teekay Offshore Chartering L.L.C.; and

II-B-3

(w)

a 99% interest in TOEH.

3.	Logitel Pte directly owns:

(a)

100% of the outstanding shares of Logitel Offshore Rig I Pte. Ltd., a Singapore corporation; and

(b)

100% of the outstanding shares of Logitel Offshore Rig II Pte. Ltd., a Singapore corporation.

4.	ShuttleCo directly owns:

(a)

a 100% membership interest in Samba Spirit L.L.C., a Marshall Islands limited liability company;

(b)

a 100% membership interest in Lambada Spirit. L.L.C., a Marshall Islands limited liability company;

(c)

a 50% membership interest in Navion Gothenburg L.L.C., a Marshall Islands limited liability company (“Navion Gothenburg”);

(d)

a 100% membership interest in Navion Bergen L.L.C., a Marshall Islands limited liability company (“Navion Bergen”);

(e)

a 100% membership interest in Teekay Shuttle Tanker Finance L.L.C., a Marshall Islands limited liability company (“Teekay Shuttle Tankers”);

(f)

a 100% membership interest in the OLP GP, which owns a 0.91% general partner interest in the Operating Company; and

(g)

a 99.09% limited partner interest in the Operating Company.

5.	Teekay Shuttle Tankers directly owns:

(a)

a 100% membership interest in Bossa Nova Spirit L.L.C., a Marshall Islands limited liability company; and

(b)

a 100% membership interest in Sertanejo Spirit L.L.C., a Marshall Islands limited liability company.

6.	The Operating Company directly owns:

(a)

100% of the outstanding stock of Teekay Nordic Holdings Inc., a Marshall Islands corporation (“Nordic Holdings”);

II-B-4

(b)

100% of the outstanding stock of Norsk Teekay Holdings Ltd., a Marshall Islands corporation (“Norsk Holdings”);

(c)

100% of the outstanding shares of Teekay Offshore Operating Pte. Ltd., a Singapore corporation (“TOO Pte”), which directly owns 100% of the outstanding stock of Teekay Navion Offshore Loading Pte. Ltd., a Singapore corporation (“Teekay Navion”);

(d)

a 100% membership interest in Amundsen Spirit L.L.C., a Marshall Islands limited liability company (“Amundsen Spirit”);

(e)

a 100% membership interest in Nansen Spirit L.L.C., a Marshall Islands limited liability company (“Nansen Spirit”);

(f)

a 100% membership interest in Scott Spirit L.L.C., a Marshall Islands limited liability company (“Scott Spirit”); and

(g)

a 100% of membership interest in Peary Spirit L.L.C., a Marshall Islands limited liability company. (“Peary Spirit”).

7.	TOEH directly owns:

(a)

100% of the outstanding stock of Varg Production AS, a Norwegian corporation;

(b)

100% of the outstanding stock of Piranema Production AS, a Norwegian corporation, which directly owns a 99.99% interest in Teekay Piranema Servicios de Petroleo Ltda.;

(c)

100% of the outstanding stock of ALP Maritime Group B.V., a Dutch corporation (“Dutchco”), which directly owns 100% of the outstanding stock of ALP Maritime Services B.V., a Dutchco, ALP Maritime Holding B.V., a Dutchco (“ALP Maritime Holding”), and ALP Ocean Towage Holding B.V., a Dutchco (“ALP Towage Holding”);

(d)

100% of the outstanding stock of Logitel Offshore Holding AS, a Norwegian corporation;

(e)

100% of the outstanding stock of Logitel Offshore Norway AS, a Norwegian corporation;

(f)

100% of the outstanding stock of Petrojarl I Production AS, a Norwegian corporation, which owns a 0.01% interest in Teekay Petrojarl I Servicos de Petroleo Ltda, a sociedad limitada organized under the laws of Brazil;

(g)

a 99.9% interest in Teekay Petrojarl I Servicos de Petroleo Ltda, a sociedad limitada organized under the laws of Brazil;

II-B-5

(h)

100% of the outstanding stock of Teekay Petrojarl Offshore Siri AS, a Norwegian corporation, which directly owns a 1% interest in Teekay Petrojarl Producao Petrolifera do Brasil Ltda., a sociedad limitada organized under the laws of Brazil (“Petrojarl Producao”);

(i)

100% of the outstanding stock of Teekay Knarr AS, a Norwegian corporation;

(j)

100% of the outstanding stock of Teekay Offshore Production Holdings AS, a Norwegian corporation, which directly owns 100% of the outstanding stock of Teekay Petrojarl Production AS, a Norwegian corporation;

(k)

100% of the outstanding stock of Teekay Petrojarl Offshore Crew AS, a Norwegian corporation;

(l)

100% of the stock of Teekay Petrojarl UK Limited, a company organized under the laws of the United Kingdom;

(m)

100% of the outstanding stock of Navion Offshore Loading AS, a Norwegian corporation (“Navion Offshore”);

(n)

100% of the outstanding stock of Teekay Norway HiLoad AS, a Norwegian corporation; and

(o)

a 50% interest in OOG-TK Libra GmbH, a limited liability company registered in the Republic of Austria, which owns a nominal interest in OOG-TK Libra GmbH & Co KG, a limited liability company registered in the Republic of Austria (“OOG-TK Libra”); and

(p)

a 50% interest in OOG-TK Libra.

8.	ALP Maritime Services B.V. directly owns 100% of ALP Maritime Contractors B.V., a Dutchco.

9.	ALP Maritime Holding directly owns:

(a)

100% of the outstanding stock of ALP Defender B.V., a Dutchco;

(b)

100% of the outstanding stock of ALP Keeper B.V., a Dutchco;

(c)

100% of the outstanding stock of ALP Striker B.V., a Dutchco; and

(d)

100% of the outstanding stock of ALP Sweeper B.V., a Dutcho.

10.	ALP Towage Holding directly owns:

(a)

100% of the outstanding stock of ALP Guard B.V., a Dutchco;

(b)

100% of the outstanding stock of ALP Winger B.V., a Dutchco;

II-B-6

(c)

100% of the outstanding stock of ALP Centre B.V., a Dutchco;

(d)

100% of the outstanding stock of ALP Forward B.V., a Dutchco;

(e)

100% of the outstanding stock of ALP Ace B.V., a Dutchco; and

(f)

100% of the outstanding stock of ALP Ippon B.V., a Dutchco.

11.	OOG-TK Libra directly owns:

(a)

a 100% interest in OOG-TK Libra Operator Holdings, Ltd., a company organized under the laws of the Cayman Islands (“OOG-TK Operator”), which directly owns a 0.1% interest in OOG-TK Producao de Petroleao Ltda., a sociedad limitada organized under the laws of Brazil (“OOG-TK Producao”); and

(b)

a 99.9% interest in OOG-TK Producao.

12.	Nordic Holdings directly owns:

(a)

a 50% partnership interest in Partrederiet Stena Ugland Shuttle Tankers III DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway) (“Stena Natalita”);

(b)

a 50% membership interest in Stena Spirit L.L.C., an Isle of Man limited liability company (“Stena Spirit”);

(c)

a 50% membership interest in Nordic Rio L.L.C., a Marshall Islands limited liability company (“Nordic Rio”);

13.	Apollo Spirit directly owns an 89% membership interest in KS Apollo Spirit, a Norwegian limited partnership (“KS Apollo Spirit”).

14.

Norsk Holdings directly owns 100% of the outstanding stock of Teekay European Holdings S.a.r.l., a Luxembourg corporation (“Luxco”), which directly owns 100% of the outstanding stock of Teekay Netherlands European Holdings B.V., a Dutchco, which directly owns 100% of the outstanding stock of Norsk Teekay AS, a Norwegian corporation (“Norsk Teekay”).

15.	Norsk Teekay directly owns:

(a)

100% of the outstanding stock of Teekay Norway AS, a Norwegian corporation (“Teekay Norway”).

16.	Teekay Norway directly owns:

(a)

100% of the outstanding stock of Ugland Nordic Shipping AS, a Norwegian corporation (“Ugland Nordic”);

II-B-7

(b)

100% of the outstanding stock of Navion Bergen AS, a Norwegian corporation (“Bergen AS”);

(c)

100% of the outstanding stock of Navion Gothenburg AS, a Norwegian corporation (“Gothenburg AS”);

(d)

100% of the outstanding stock of Teekay Grand Banks Shipping AS, a Norwegian corporation, which directly owns 100% of the outstanding stock of Teekay Grand Banks AS, a Norwegian corporation, which directly owns (i) 100% of the outstanding stock of Teekay (Atlantic) Management ULC, a Canadian corporation, and (ii) 100% of the outstanding stock of Teekay (Atlantic) Chartering ULC, a Canadian corporation;

(e)

100% of the outstanding stock of Teekay SHI Hull No. 2241 AS, a Norwegian corporation (“SHI Hull No. 2241”);

(f)

100% of the outstanding stock of Teekay SHI Hull No. 2242 AS, a Norwegian corporation (“SHI Hull No. 2242”);

(g)

100% of the outstanding stock of Teekay SHI Hull No. 2256 AS, a Norwegian corporation (“SHI Hull No. 2256”); and

(h)

100% of the outstanding stock of Teekay SHI Hull No. 2257 AS, a Norwegian corporation (“SHI Hull No. 2257”).

17.	Ugland Nordic directly owns:

(a)

a 50% interest in Partrederiet Stena Ugland Shuttle Tankers II DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway); and

(b)

a 50% interest in Partrederiet Stena Ugland Shuttle Tankers I DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway).

18.	Siri Holdings directly owns:

(a)

a 100% membership interest in TPO Siri LLC, a Marshall Islands limited liability company; and

(b)

a 99% interest in Petrojarl Producao.

19.	Tiro Sidon directly owns:

(a)

a 1% partnership interest in Tiro Sidon UK L.L.P., a limited liability partnership incorporated in England and Wales (“Tiro Sidon UK”);

(b)

a 100% membership interest in Tiro Sidon Holdings L.L.C., a Marshall Islands limited liability company, which directly owns a 99% partnership interest in Tiro Sidon UK; and

II-B-8

(c)

a 50% interest in OOG-TKP Oil Services, Ltd., a company organized under the laws of the Cayman Islands.

20.	Tiro Sidon UK directly owns:

(a)

a 50% ownership interest in OOG-TKP FPSO GmbH, a limited liability company registered in the Republic of Austria, which owns a nominal interest in OOG-TKP FPSO GmbH & Co KG, a limited partnership registered in the Republic of Austria (“OOG-TKP FPSO LP”); and

(b)

a 50% partnership interest in OOG-TKP FPSO LP, which directly owns (i) a 99.9% ownership interest in OOG-TKP Producao de Petroleao Ltda., a sociedad limitada organized under the laws of Brazil (“OOG-TKP Producao”), and (ii) 100% of the stock of OOG-TKP Operator Holdings Limited, a company organized under the laws of the Cayman Islands (“OOG-TKP Operator”).

21.	OOG-TKP Operator directly owns 0.1% of OOG-TKP Producao.

22.	Navion Offshore directly owns:

(a)

100% of the outstanding stock of Teekay Shipping Norway AS, a Norwegian corporation, which owns 0.0001% of the outstanding stock of Teekay do Brasil Servicios Maritimos Ltda, a sociedad limitada organized under the laws of Brazil (Teekay do Brasil”);

(b)

100% of the outstanding stock of Teekay Shipping Norway (Marine HR) AS, a Norwegian corporation;

(c)

100% of the outstanding stock of Teekay Offshore Crewing AS, a Norwegian corporation;

(d)

99.9999% of the outstanding stock of Teekay do Brasil; and

(e)

100% of the outstanding stock of Teekay Shipping Partners Holding AS, a Norwegian corporation.

II-B-9

SCHEDULE II-C

TANKERS OPERATING SUBSIDIARIES



	Company Name	Country Name

1.	Americas Spirit L.L.C.	Marshall Islands

2.	Ashkini Spirit L.L.C.	Marshall Islands

3.	Athens Spirit L.L.C.	Marshall Islands

4.	Atlanta Spirit L.L.C.	Marshall Islands

5.	Australian Spirit L.L.C.	Marshall Islands

6.	Axel Spirit L.L.C.	Marshall Islands

7.	Barcelona Spirit L.L.C.	Marshall Islands

8.	Beijing Spirit L.L.C.	Marshall Islands

9.	Dilong Spirit L.L.C.	Marshall Islands

10.	Donegal Spirit L.L.C.	Marshall Islands

11.	Erik Spirit L.L.C.	Marshall Islands

12.	Esther Spirit L.L.C.	Marshall Islands

13.	Everest Spirit Holding L.L.C.	Marshall Islands

14.	Explorer Spirit L.L.C.	Marshall Islands

15.	Freeport Landholdings LLC	United States

16.	Galway Spirit L.L.C.	Marshall Islands

17.	Ganges Spirit LLC	Marshall Islands

18.	Gemini Tankers LLC	United States

19.	Godavari Spirit L.L.C.	Marshall Islands

20.	Halo Fenders L.L.C.	Marshall Islands

21.	Helga Spirit L.L.C.	Marshall Islands

22.	High-Q Investments Limited	Hong Kong

23.	Hugli Spirit L.L.C.	Marshall Islands

24.	Iskmati Spirit L.L.C.	Marshall Islands

II-C-1



25.	Jiaolong Spirit L.L.C.	Marshall Islands

26.	Kanata Spirit Holding L.L.C.	Marshall Islands

27.	Kareela Spirit Holding L.L.C.	Marshall Islands

28.	Kaveri Spirit L.L.C.	Marshall Islands

29.	Kyeema Spirit Holding L.L.C.	Marshall Islands

30.	Limerick Spirit L.L.C.	Marshall Islands

31.	London Spirit L.L.C.	Marshall Islands

32.	Los Angeles Spirit L.L.C.	Marshall Islands

33.	Matterhorn Spirit L.L.C.	Marshall Islands

34.	Montreal Spirit L.L.C.	Marshall Islands

35.	Moscow Spirit L.L.C.	Marshall Islands

36.	Narmada Spirit L.L.C.	Marshall Islands

37.	Navigator Spirit L.L.C.	Marshall Islands

38.	Pinnacle Spirit L.L.C.	Marshall Islands

39.	Rio Spirit L.L.C.	Marshall Islands

40.	Seoul Spirit L.L.C.	Marshall Islands

41.	Shenlong Spirit L.L.C.	Marshall Islands

42.	SPT Marine Transfer Services Ltd.	Bermuda

43.	STX Hull No. S1672 L.L.C.	Marshall Islands

44.	STX Hull No. S1673 L.L.C.	Marshall Islands

45.	STX Hull No. S1674 L.L.C.	Marshall Islands

46.	STX Hull No. S1675 L.L.C.	Marshall Islands

47.	Summit Spirit L.L.C.	Marshall Islands

48.	Sydney Spirit L.L.C.	Marshall Islands

49.	T.I.L. Holdings Limited	Marshall Islands

50.	T.I.L. I L.L.C.	Marshall Islands

51.	T.I.L. II L.L.C.	Marshall Islands

52.	T.I.L. III L.L.C.	Marshall Islands

II-C-2



53.	T.I.L. IV L.L.C.	Marshall Islands

54.	T.I.L. IX L.L.C.	Marshall Islands

55.	T.I.L. V L.L.C.	Marshall Islands

56.	T.I.L. VI L.L.C.	Marshall Islands

57.	T.I.L. VII L.L.C.	Marshall Islands

58.	T.I.L. VIII L.L.C.	Marshall Islands

59.	T.I.L. X L.L.C.	Marshall Islands

60.	T.I.L. XI L.L.C.	Marshall Islands

61.	T.I.L. XII L.L.C.	Marshall Islands

62.	T.I.L. XIII L.L.C.	Marshall Islands

63.	T.I.L. XIV L.L.C.	Marshall Islands

64.	Tanker Investments Ltd.	Marshall Islands

65.	Taurus Tankers L.L.C.	Marshall Islands

66.	Teekay Chartering Limited	Marshall Islands

67.	Teekay Guardian L.L.C.	Marshall Islands

68.	Teekay Marine (Singapore) Pte. Ltd.	Singapore

69.	Teekay Marine Holdings Limited	Marshall Islands

70.	Teekay Marine Ltd	Marshall Islands

71.	Teekay Marine Solutions (Bermuda) Ltd.	Bermuda

72.	Teekay Marine Solutions Inc.	United States

73.	Teekay Marine Solutions Ltd	United Kingdom

74.	Teekay Tanker Operations Ltd.	Marshall Islands

75.	Teekay Tankers Chartering L.L.C.	Marshall Islands

76.	Teekay Tankers Holdings Limited	Marshall Islands

77.	Teekay Tankers HZ Hull No. H-1586 L.L.C.	Marshall Islands

78.	Teekay Tankers HZ Hull No. H-1587 L.L.C.	Marshall Islands

79.	Teekay Tankers HZ Hull No. H-1592 L.L.C.	Marshall Islands

80.	Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands

II-C-3



81.	Teekay Tankers TS Hull No. S-1415 L.L.C.	Marshall Islands

82.	Teekay Workboats LLC	United States

83.	Teesta Spirit L.L.C.	Marshall Islands

84.	Tianlong Spirit L.L.C.	Marshall Islands

85.	Tokyo Spirit L.L.C.	Marshall Islands

86.	VLCC A Investment L.L.C.	Marshall Islands

87.	VLCC B Investment L.L.C.	Marshall Islands

88.	Yamuna Spirit L.L.C.	Marshall Islands

89.	Zenith Spirit L.L.C.	Marshall Islands

II-C-4

SCHEDULE II-D

COMPANY OPERATING SUBSIDIARIES



	Company Name	Country

1.	African Spirit L.L.C.	Marshall Islands

2.	Al Areesh Inc.	Marshall Islands

3.	Al Areesh L.L.C.	Marshall Islands

4.	Al Daayen Inc.	Marshall Islands

5.	Al Daayen L.L.C.	Marshall Islands

6.	Al Huwaila Inc.	Marshall Islands

7.	Al Kharsaah Inc.	Marshall Islands

8.	Al Khuwair Inc.	Marshall Islands

9.	Al Marrouna Inc.	Marshall Islands

10.	Al Marrouna L.L.C.	Marshall Islands

11.	Al Shamal Inc.	Marshall Islands

12.	Alexander Spirit L.L.C.	Marshall Islands

13.	Alliance Chartering Pty Limited	Australia

14.	Alliance Tankers L.L.C.	Marshall Islands

15.	ALP Ace B.V.	Netherlands

16.	ALP Centre B.V.	Netherlands

17.	ALP Defender B.V.	Netherlands

18.	ALP Forward B.V.	Netherlands

19.	ALP Guard B.V.	Netherlands

20.	ALP Ippon B.V.	Netherlands

21.	ALP Keeper B.V.	Netherlands

22.	ALP Maritime Contractors B.V.	Netherlands

23.	ALP Maritime Group B.V.	Netherlands

24.	ALP Maritime Holding B.V.	Netherlands

II-D-1



25.	ALP Maritime Services B.V.	Netherlands

26.	ALP Ocean Towage Holding B.V.	Netherlands

27.	ALP Striker B.V.	Netherlands

28.	ALP Sweeper B.V.	Netherlands

29.	ALP Winger B.V.	Netherlands

30.	Alta Shipping, S.A.	Spain

31.	Americas Spirit L.L.C.	Marshall Islands

32.	Amundsen Spirit L.L.C.	Marshall Islands

33.	Apollo Spirit L.L.C.	Marshall Islands

34.	Arctic Spirit L.L.C.	Marshall Islands

35.	Arendal Spirit L.L.C.	Marshall Islands

36.	Ashkini Spirit L.L.C.	Marshall Islands

37.	Asian Spirit L.L.C.	Marshall Islands

38.	Athens Spirit L.L.C.	Marshall Islands

39.	Atlanta Spirit L.L.C.	Marshall Islands

40.	Australian Spirit L.L.C.	Marshall Islands

41.	Australian Tankships Agency Pty Ltd	Australia

42.	Axel Spirit L.L.C.	Marshall Islands

43.	Bahrain LNG W.L.L.	Bahrain

44.	Banff L.L.C.	Marshall Islands

45.	Barcelona Spirit L.L.C.	Marshall Islands

46.	Beijing Spirit L.L.C.	Marshall Islands

47.	Bossa Nova Spirit L.L.C.	Marshall Islands

48.	C VLCC L.L.C.	Marshall Islands

49.	Clipper L.L.C.	Marshall Islands

50.	Conoco Shipping & Marine Development L.L.C.	Marshall Islands

51.	Creole Spirit L.L.C.	Marshall Islands

52.	Dampier Spirit L.L.C.	Marshall Islands

II-D-2



53.	DHJS Hull No. 2007-001 L.L.C.	Marshall Islands

54.	DHJS Hull No. 2007-002 L.L.C.	Marshall Islands

55.	Dilong Spirit L.L.C.	Marshall Islands

56.	Donegal Spirit L.L.C.	Marshall Islands

57.	DSME Hull No. 2411 L.L.C.	Marshall Islands

58.	DSME Hull No. 2416 L.L.C.	Marshall Islands

59.	DSME Hull No. 2417 L.L.C.	Marshall Islands

60.	DSME Hull No. 2423 L.L.C.	Marshall Islands

61.	DSME Hull No. 2425 L.L.C.	Marshall Islands

62.	DSME Hull No. 2430 L.L.C.	Marshall Islands

63.	DSME Hull No. 2431 L.L.C.	Marshall Islands

64.	DSME Hull No. 2433 L.L.C.	Marshall Islands

65.	DSME Hull No. 2434 L.L.C.	Marshall Islands

66.	DSME Hull No. 2461 L.L.C.	Marshall Islands

67.	DSME Option Vessel No.1 L.L.C.	Marshall Islands

68.	DSME Option Vessel No.2 L.L.C.	Marshall Islands

69.	DSME Option Vessel No.3 L.L.C.	Marshall Islands

70.	Erik Spirit L.L.C.	Marshall Islands

71.	Esther Spirit L.L.C.	Marshall Islands

72.	European Spirit L.L.C.	Marshall Islands

73.	Everest Spirit Holding L.L.C.	Marshall Islands

74.	Excelsior B.V.B.A.	Belgium

75.	Exmar Gas Shipping Limited	Hong Kong

76.	Exmar LPG BVBA	Belgium

77.	Exmar Shipping BVBA	Belgium

78.	Explorer Spirit L.L.C.	Marshall Islands

79.	Frame Investment L.L.C.	Marshall Islands

80.	Freeport Landholdings LLC	United States

II-D-3



81.	Galway Spirit L.L.C.	Marshall Islands

82.	Ganges Spirit L.L.C.	Marshall Islands

83.	Gemini Pool L.L.C.	Marshall Islands

84.	Gina Krog AS	Norway

85.	Gina Krog L.L.C.	Marshall Islands

86.	Gina Krog Offshore Pte Ltd	Singapore

87.	Godavari Spirit L.L.C.	Marshall Islands

88.	Golar-Nor (UK) Limited	United Kingdom

89.	Good Investment Limited	Hong Kong

90.	H.H.I. Hull No. S856 L.L.C.	Marshall Islands

91.	H.H.I. Hull No. S857 L.L.C.	Marshall Islands

92.	Halo Fenders L.L.C.	Marshall Islands

93.	Helga Spirit L.L.C.	Marshall Islands

94.	High-Q Investments Limited	Hong Kong

95.	Hugli Spirit L.L.C.	Marshall Islands

96.	Hummingbird Holdings L.L.C.	Marshall Islands

97.	Hummingbird Spirit L.L.C.	Marshall Islands

98.	Ikdam Production SA	France

99.	Iliad International AS	Norway

100.	Iliad International Inc.	Marshall Islands

101.	Iskmati Spirit L.L.C.	Marshall Islands

102.	Jiaolong Spirit L.L.C.	Marshall Islands

103.	Kanata Spirit Holding L.L.C.	Marshall Islands

104.	Kareela Spirit Holding L.L.C.	Marshall Islands

105.	Kaveri Spirit L.L.C.	Marshall Islands

106.	Knarr L.L.C.	Marshall Islands

107.	Krepako Inc.	Marshall Islands

108.	Krepanor AS	Norway

II-D-4



109.	KS Apollo Spirit	Norway

110.	KT Maritime Services (Bayu Undan) Pty Ltd	Australia

111.	KT Maritime Services (Prelude) Pty Ltd	Australia

112.	KT Maritime Services Australia Pty Ltd	Australia

113.	Kyeema Spirit Holding L.L.C.	Marshall Islands

114.	Lambada Spirit L.L.C.	Marshall Islands

115.	Laurel Shipping LLC	Marshall Islands

116.	Limerick Spirit L.L.C.	Marshall Islands

117.	Logitel Offshore Holding AS	Norway

118.	Logitel Offshore Holdings Pte. Ltd.	Singapore

119.	Logitel Offshore L.L.C.	Marshall Islands

120.	Logitel Offshore Norway AS	Norway

121.	Logitel Offshore Pte. Ltd.	Singapore

122.	Logitel Offshore Rig I Pte. Ltd.	Singapore

123.	Logitel Offshore Rig II L.L.C.	Marshall Islands

124.	Logitel Offshore Rig II Pte. Ltd.	Singapore

125.	Logitel Offshore Rig III L.L.C.	Marshall Islands

126.	Logitel Offshore Rig IV L.L.C.	Marshall Islands

127.	London Spirit L.L.C.	Marshall Islands

128.	Los Angeles Spirit L.L.C.	Marshall Islands

129.	Magellan Spirit ApS	Denmark

130.	MALT LNG Holdings APS	Denmark

131.	Malt LNG Netherlands Holdings B.V.	Netherlands

132.	Malt LNG Transport ApS	Denmark

133.	Malt Singapore Pte Ltd.	Singapore

134.	Matterhorn Spirit L.L.C.	Marshall Islands

135.	Membrane Shipping Limited	Marshall Islands

136.	Meridian Spirit ApS	Denmark

II-D-5



137.	Methane Spirit L.L.C.	Marshall Islands

138.	MiNT LNG I, Ltd.	Bahamas

139.	MiNT LNG II, Ltd.	Bahamas

140.	MiNT LNG III, Ltd.	Bahamas

141.	MiNT LNG IV, Ltd.	Bahamas

142.	Montreal Spirit L.L.C.	Marshall Islands

143.	Moscow Spirit L.L.C.	Marshall Islands

144.	Nakilat Holdco L.L.C.	Marshall Islands

145.	Nansen Spirit L.L.C.	Marshall Islands

146.	Narmada Spirit L.L.C.	Marshall Islands

147.	Naviera Teekay Gas II, S.L.U.	Spain

148.	Naviera Teekay Gas III, S.L.U.	Spain

149.	Naviera Teekay Gas IV, S.L.U.	Spain

150.	Naviera Teekay Gas, S.L.U.	Spain

151.	Navigator Spirit L.L.C.	Marshall Islands

152.	Navion Bergen AS	Norway

153.	Navion Bergen L.L.C.	Marshall Islands

154.	Navion Gothenburg AS	Norway

155.	Navion Gothenburg L.L.C.	Marshall Islands

156.	Navion Offshore Loading AS	Norway

157.	Nordic Rio L.L.C.	Marshall Islands

158.	Norsk Teekay AS	Norway

159.	Norsk Teekay Holdings Ltd.	Marshall Islands

160.	Oak Spirit L.L.C.	Marshall Islands

161.	OMI Corporation.	Marshall Islands

162.	OOG TKP FPSO GmbH	Austria

163.	OOG TKP FPSO GMBH & CO KG	Austria

164.	OOGTK Libra GmbH	Austria

II-D-6



165.	OOGTK Libra GmbH & Co KG	Austria

166.	OOGTK Libra Operator Holdings Limited	Cayman Islands

167.	OOGTK LIBRA PRODUCAO DE PETROLEO LTDA	Brazil

168.	OOG-TKP Oil Services Ltd.	Cayman Islands

169.	OOG-TKP Operator Holdings Limited	Cayman Islands

170.	OOG-TKP Producao de Petroleo Ltda	Brazil

171.	Oyster Bay Steamship LLC	United States

172.	Pan Africa LNG Transportation Company Limited	Hong Kong

173.	Pan Americas LNG Transportation Company Limited	Hong Kong

174.	Pan Asia LNG Transportation Company Limited	Hong Kong

175.	Pan Europe LNG Transportation Company Limited	Hong Kong

176.	Partrederiet Stena Ugland Shuttle Tankers I DA	Norway

177.	Partrederiet Stena Ugland Shuttle Tankers II DA	Norway

178.	Partrederiet Stena Ugland Shuttle Tankers III DA	Norway

179.	Partrederiet Teekay Shipping Partners DA	Norway

180.	Pattani Spirit L.L.C.	Marshall Islands

181.	Peary Spirit L.L.C.	Marshall Islands

182.	Petrojarl 4 DA	Norway

183.	Petrojarl I L.L.C.	Marshall Islands

184.	Petrojarl I Production AS	Norway

185.	Petrotrans Holdings Limited	Bermuda

186.	Pinnacle Spirit L.L.C.	Marshall Islands

187.	Piranema L.L.C.	Marshall Islands

188.	Piranema Production AS	Norway

189.	Polar Spirit L.L.C.	Marshall Islands

190.	Polarc L.L.C.	Marshall Islands

191.	Remora AS	Norway

II-D-7



192.	Remora Hiload Dp No. 1 AS	Norway

193.	Remora Hiload Dp Technology AS	Norway

194.	Remora Hiload Mv AS	Norway

195.	Remora Marine Service AS	Norway

196.	Remora Shipping Ltd	Norway

197.	Rio Spirit L.L.C.	Marshall Islands

198.	Samba Spirit L.L.C.	Marshall Islands

199.	Scott Spirit L.L.C.	Marshall Islands

200.	Seoul Spirit L.L.C.	Marshall Islands

201.	Sertanejo Spirit L.L.C.	Marshall Islands

202.	Sevan Marine ASA	Norway

203.	SGPC I Pte Ltd.	Singapore

204.	Shenlong Spirit L.L.C.	Marshall Islands

205.	Siri Holdings L.L.C.	Marshall Islands

206.	Skaugen Gulf Petchem Carriers B.S.C.	Bahrain

207.	Solaia Shipping L.L.C.	Liberia

208.	Sonoma L.L.C.	Marshall Islands

209.	SPT Ltd.	Bermuda

210.	SPT Marine Transfer Services Ltd.	Bermuda

211.	Stena Spirit L.L.C.	Isle of Man

212.	STX Hull No. S1672 L.L.C.	Marshall Islands

213.	STX Hull No. S1673 L.L.C.	Marshall Islands

214.	STX Hull No. S1674 L.L.C.	Marshall Islands

215.	STX Hull No. S1675 L.L.C.	Marshall Islands

216.	Summit Spirit L.L.C.	Marshall Islands

217.	Sydney Spirit L.L.C.	Marshall Islands

218.	T.I.L. Holdings Limited	Marshall Islands

219.	T.I.L. I L.L.C.	Marshall Islands

II-D-8



220.	T.I.L. II L.L.C.	Marshall Islands

221.	T.I.L. III L.L.C.	Marshall Islands

222.	T.I.L. IV L.L.C.	Marshall Islands

223.	T.I.L. IX L.L.C.	Marshall Islands

224.	T.I.L. V L.L.C.	Marshall Islands

225.	T.I.L. VI L.L.C.	Marshall Islands

226.	T.I.L. VII L.L.C.	Marshall Islands

227.	T.I.L. VIII L.L.C.	Marshall Islands

228.	T.I.L. X L.L.C.	Marshall Islands

229.	T.I.L. XI L.L.C.	Marshall Islands

230.	T.I.L. XII L.L.C.	Marshall Islands

231.	T.I.L. XIII L.L.C.	Marshall Islands

232.	T.I.L. XIV L.L.C.	Marshall Islands

233.	Taizhou Hull No. WZL 0501 L.L.C.	Marshall Islands

234.	Taizhou Hull No. WZL 0502 L.L.C.	Marshall Islands

235.	Taizhou Hull No. WZL 0503 L.L.C.	Marshall Islands

236.	Tangguh Hiri Finance Limited	United Kingdom

237.	Tangguh Hiri Operating Limited	United Kingdom

238.	Tangguh Sago Finance Limited	United Kingdom

239.	Tangguh Sago Operating Limited	United Kingdom

240.	Tanker Investments Ltd.	Marshall Islands

241.	Taurus Tankers L.L.C.	Marshall Islands

242.	TC LNG Shipping L.L.C.	Marshall Islands

243.	Teekay (Atlantic) Chartering ULC	Canada

244.	Teekay (Atlantic) Management ULC	Canada

245.	Teekay Acquisition Holdings L.L.C.	Marshall Islands

246.	Teekay Al Rayyan L.L.C.	Marshall Islands

247.	Teekay Australia Offshore Holdings Pty Ltd.	Australia

II-D-9



248.	Teekay BLT Corporation	Marshall Islands

249.	Teekay BLT Finance Corporation	Marshall Islands

250.	Teekay Bulkers Investments Ltd.	Marshall Islands

251.	Teekay Bulkers Management Services Ltd	Marshall Islands

252.	Teekay Business Process Services, Inc.	Philippines

253.	Teekay Chartering Limited	Marshall Islands

254.	Teekay Crewing Services Pty Ltd	Australia

255.	Teekay Cyprus Limited	Cyprus

256.	Teekay Delaware Chartering Services L.L.C.	United States

257.	Teekay do Brasil Servicos Maritimos Ltda	Brazil

258.	Teekay European Holdings, S.a.r.l.	Luxembourg

259.	Teekay Finance Limited	Bermuda

260.	Teekay FSO Finance Pty Ltd.	Australia

261.	Teekay Gas Group Ltd.	Marshall Islands

262.	Teekay GP L.L.C.	Marshall Islands

263.	Teekay Grand Banks AS	Norway

264.	Teekay Grand Banks Shipping AS	Norway

265.	Teekay Guardian L.L.C.	Marshall Islands

266.	Teekay Hiload L.L.C.	Marshall Islands

267.	Teekay Holdings Australia Pty Ltd.	Australia

268.	Teekay Holdings Limited	Bermuda

269.	Teekay Hummingbird Production Limited	United Kingdom

270.	Teekay II Iberia, S.L.	Spain

271.	Teekay International Ship Chartering Services Inc. (IBC)	Barbados

272.	Teekay Knarr AS	Norway

273.	Teekay Lightering Services LLC	Marshall Islands

274.	Teekay LNG Bahrain Operations L.L.C.	Marshall Islands

II-D-10



275.	Teekay LNG Finance Corp.	Marshall Islands

276.	Teekay LNG Finco L.L.C.	Marshall Islands

277.	Teekay LNG Holdco L.L.C.	Marshall Islands

278.	Teekay LNG Holdings L.P.	United States

279.	Teekay LNG Operating L.L.C.	Marshall Islands

280.	Teekay LNG Partners L.P.	Marshall Islands

281.	Teekay LNG Project Services L.L.C.	Marshall Islands

282.	Teekay LNG US GP L.L.C.	Marshall Islands

283.	Teekay Luxembourg S.a.r.l.	Luxembourg

284.	Teekay Marine (Singapore) Pte. Ltd.	Singapore

285.	Teekay Marine Holdings Limited	Marshall Islands

286.	Teekay Marine Ltd	Marshall Islands

287.	Teekay Marine Pty Ltd.	Australia

288.	Teekay Marine Services (Shanghai) Co., Ltd.	China

289.	Teekay Marine Solutions (Bermuda) Ltd.	Bermuda

290.	Teekay Marine Solutions Inc.	United States

291.	Teekay Marine Solutions Ltd	United Kingdom

292.	Teekay Multigas Malta Limited	Malta

293.	Teekay Multigas Pool L.L.C.	Marshall Islands

294.	Teekay Nakilat (II) Limited	United Kingdom

295.	Teekay Nakilat (III) Corporation	Marshall Islands

296.	Teekay Nakilat Corporation	Marshall Islands

297.	Teekay Nakilat Holdings (III) Corporation	Marshall Islands

298.	Teekay Nakilat Holdings Corporation	Marshall Islands

299.	Teekay Nakilat Replacement Purchaser L.L.C.	Marshall Islands

300.	Teekay Navion Offshore Loading Pte. Ltd.	Singapore

301.	Teekay Netherlands European Holdings B.V.	Netherlands

302.	Teekay Nordic Holdings Incorporated	Marshall Islands

II-D-11



303.	Teekay Norway (Marine HR) AS	Norway

304.	Teekay Norway AS	Norway

305.	Teekay Norway Hiload AS	Norway

306.	Teekay Offshore Chartering L.L.C.	Marshall Islands

307.	Teekay Offshore Crewing AS	Norway

308.	Teekay Offshore European Holdings Cooperatief U.A.	Netherlands

309.	Teekay Offshore Finance Corp.	Marshall Islands

310.	Teekay Offshore GP L.L.C.	Marshall Islands

311.	Teekay Offshore Group Ltd.	Marshall Islands

312.	Teekay Offshore Holdings L.L.C.	Marshall Islands

313.	Teekay Offshore Operating GP L.L.C.	Marshall Islands

314.	Teekay Offshore Operating Holdings L.L.C.	Marshall Islands

315.	Teekay Offshore Operating L.P.	Marshall Islands

316.	Teekay Offshore Operating Pte. Ltd.	Singapore

317.	Teekay Offshore Partners L.P.	Marshall Islands

318.	Teekay Offshore Production Holdings AS	Norway

319.	Teekay Petrojarl Crewing Services Pte.Ltd.	Singapore

320.	Teekay Petrojarl Floating Production UK Ltd.	United Kingdom

321.	Teekay Petrojarl I Servicos de Petroleo Ltda	Brazil

322.	Teekay Petrojarl Offshore Crew AS	Norway

323.	Teekay Petrojarl Offshore L.L.C.	Marshall Islands

324.	Teekay Petrojarl Offshore Siri AS	Norway

325.	Teekay Petrojarl Producao Petrolifera do Brasil Ltda.	Brazil

326.	Teekay Petrojarl Production AS	Norway

327.	Teekay Petrojarl UK Limited	United Kingdom

328.	Teekay Piranema Servicos de Petroleo Ltda	Brazil

329.	Teekay Service Holdings Cooperatief U.A.	Netherlands

II-D-12



330.	Teekay Servicios Maritimos, S.L.	Spain

331.	Teekay SHI Hull No 2241 AS	Norway

332.	Teekay SHI Hull No 2242 AS	Norway

333.	Teekay SHI Hull No 2256 AS	Norway

334.	Teekay SHI Hull No 2257 AS	Norway

335.	Teekay Shipbuilding Supervision Services LLC	Marshall Islands

336.	Teekay Shipping (Australia) Pty Ltd	Australia

337.	Teekay Shipping (Barbados) Ltd.	Barbados

338.	Teekay Shipping (Canada) Ltd.	Canada

339.	Teekay Shipping (Glasgow) Limited	United Kingdom

340.	Teekay Shipping (India) Pvt. Ltd.	India

341.	Teekay Shipping (Singapore) Pte Ltd	Singapore

342.	Teekay Shipping (UK) Limited	United Kingdom

343.	Teekay Shipping (USA), Inc.	United States

344.	Teekay Shipping Limited	Bermuda

345.	Teekay Shipping Nominees Pty Ltd.	Australia

346.	Teekay Shipping Norway AS	Norway

347.	Teekay Shipping Partners Holding AS	Norway

348.	Teekay Shipping Philippines, Inc.	Philippines

349.	Teekay Shipping Services, Inc.	Liberia

350.	Teekay Shipping Spain, S.L.	Spain

351.	Teekay Shuttle Tanker Finance L.L.C.	Marshall Islands

352.	Teekay Shuttle Tankers L.L.C.	Marshall Islands

353.	Teekay Spain, S.L.	Spain

354.	Teekay Tangguh Borrower L.L.C.	Marshall Islands

355.	Teekay Tangguh Holdings Corporation	Marshall Islands

356.	Teekay Tanker Operations Ltd.	Marshall Islands

357.	Teekay Tankers Chartering L.L.C.	Marshall Islands

II-D-13



358.	Teekay Tankers Holdings Limited	Marshall Islands

359.	Teekay Tankers HZ Hull No. H-1586 L.L.C.	Marshall Islands

360.	Teekay Tankers HZ Hull No. H-1587 L.L.C.	Marshall Islands

361.	Teekay Tankers HZ Hull No. H-1592 L.L.C.	Marshall Islands

362.	Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands

363.	Teekay Tankers Ltd.	Marshall Islands

364.	Teekay Tankers Management Services Ltd.	Marshall Islands

365.	Teekay Tankers TS Hull No. S-1415 L.L.C.	Marshall Islands

366.	Teekay Transport, Inc.	Liberia

367.	Teekay Varg Production Limited	United Kingdom

368.	Teekay Voyageur Production Limited	United Kingdom

369.	Teekay Workboats LLC	United States

370.	Teesta Spirit L.L.C.	Marshall Islands

371.	Tianlong Spirit L.L.C.	Marshall Islands

372.	Tiro Sidon Holdings L.L.C.	Marshall Islands

373.	Tiro Sidon L.L.C.	Marshall Islands

374.	Tiro Sidon UK LLP	United Kingdom

375.	Tokyo Spirit L.L.C.	Marshall Islands

376.	TPO Investments AS	Norway

377.	TPO Investments Inc.	Marshall Islands

378.	TPO Siri L.L.C.	Marshall Islands

379.	Ugland Nordic Shipping AS	Norway

380.	Ugland Stena Storage AS	Norway

381.	Varg L.L.C.	Marshall Islands

382.	Varg Production AS	Norway

383.	VLCC A Investment L.L.C.	Marshall Islands

384.	VLCC B Investment L.L.C.	Marshall Islands

385.	VLCC C Investment L.L.C.	Marshall Islands

II-D-14



386.	Voyageur L.L.C.	Marshall Islands

387.	VSSI Guaranty L.L.C.	United States

388.	Wilforce L.L.C.	Marshall Islands

389.	Wilpride L.L.C.	Marshall Islands

390.	Yamuna Spirit L.L.C.	Marshall Islands

391.	Zenith Spirit L.L.C.	Marshall Islands

392.	Zhonghua Hull No. 451 L.L.C.	Marshall Islands

II-D-15

Schedule III

LIST OF PARTIES TO EXECUTE LOCK-UP LETTERS

C. Sean Day

Peter S. Janson

Rudolph Krediet

Eileen A. Mercier

Bjorn Moller

Tore I. Sandvold

David Schellenberg

Alan Semple

Heidi Locke Simon

Bill Utt

Kenneth Hvid

Arthur Bensler

William Hung

Mark Kremin

Vincent Lok

Kevin Mackay

Ingvild Saether

Resolute Investments, Ltd.

III-1

ANNEX A

The Pricing Term Sheet substantially in the form set forth in Annex E.

A-1

ANNEX B

TEEKAY CORPORATION

LIST OF VESSELS AND OWNERS

TEEKAY CORPORATION. - FLEET LIST


Fixed-Rate Floating Production Storage Offtake Vessels - Owned	Percent Ownership			Flag	Year Built
Petrojarl Foinaven		100	%	Bahamas		1998
Petrojarl Banff		100	%	Isle of Man		1998
Hummingbird Spirit		100	%	Bahamas		2007

TEEKAY OFFSHORE PARTNERS L.P. - FLEET LIST


Fixed-Rate Shuttle Tankers - Owned	Percent Ownership			Flag		Year Built
Navion Britannia		100	%		Bahamas		1998
Navion Scandia		100	%		Bahamas		1998
Stena Alexita*		50	%		Bahamas		1998
Navion Hispania		100	%		Canada		1999
Navion Oceania		100	%		Bahamas		1999
Navion Anglia		100	%		Bahamas		1999
Stena Sirita*		50	%		Bahamas		1999
Navion Bergen		100	%		Bahamas		2000
Navion Oslo		100	%		Bahamas		2001
Stena Natalita*		50	%		Bahamas		2001
Stena Spirit*		50	%		Bahamas		2001
Nordic Spirit		100	%		Bahamas		2001
Petronordic		100	%		Bahamas		2002
Petroatlantic		100	%		Bahamas		2003
Navion Stavanger		100	%		Bahamas		2003
Nordic Rio*		50	%		Bahamas		2004
Nordic Brasilia		100	%		Bahamas		2004
Navion Gothenburg*		50	%		Bahamas		2006
Amundsen Spirit		100	%		Bahamas		2010
Nansen Spirit		100	%		Bahamas		2010
Peary Spirit		100	%		Bahamas		2011
Scott Spirit		100	%		Bahamas		2011
Samba Spirit		100	%		Bahamas		2013
Lambada Spirit		100	%		Bahamas		2013
Bossa Nova Spirit		100	%		Bahamas		2013
Sertanejo Spirit		100	%		Bahamas		2013
Beothuk Spirit		100	%		Canada		2017
Norse Spirit		100	%		Canada		2017

(* 50% owned through joint ventures)
(** 67% owned through a joint venture)

B-1


Fixed-Rate Shuttle Tankers - In-chartered	Percent Ownership			Flag		Year Built
Grena Knutsen		*			Bahamas		2003
Jasmine Knutsen		*			Canada		2005
Heather Knutsen		*			Canada		2005

Fixed-Rate Shuttle Tankers - On Order	Percent Ownership			Flag		Year Built
EC Canada NB Hull 2186		100	%				2018
E-Shuttle NB Hull 2241		100	%				2019
E-Shuttle NB Hull 2242		100	%				2020
E-Shuttle NB Hull 2256		100	%				2020
E-Shuttle NB Hull 2257		100	%				2020

HiLoad Dynamic Positioning Unit - Owned	Percent Ownership			Flag		Year Built
HiLoad DP No. 1		100	%		Cyprus		2010

Conventional Tankers - In-Chartered	Percent Ownership			Flag		Year Built
Blue Power		*			Liberia		2003
Blue Pride		*			Liberia		2004

Fixed-Rate Floating Storage Offtake Vessels (FSO) - Owned	Percent Ownership			Flag		Year Built
Apollo Spirit		89	%		Liberia		1978
Dampier Spirit		100	%		Bahamas		1987
Pattani Spirit		100	%		Bahamas		1988
Falcon Spirit		100	%		Bahamas		1986
Suksan Salamander		100	%		Bahamas		1993
Randgrid		100	%		Bahamas		1995
Fixed-Rate Floating Production Storage Offtake Vessels - Owned	Percent Ownership			Flag		Year Built
Petrojarl Cidade de Rio das Ostras		100	%		Bahamas		1981
Petrojarl I		100	%		Bahamas		1986
Petrojarl Varg		100	%		Bahamas		1998
Piranema Spirit		100	%		Bahamas		2007
Voyageur Spirit		100	%		Bahamas		2008
FPSO Cidade de Itajai		50	%		Bahamas		2012
Petrojarl Knarr		100	%		Bahamas		2014
FPSO Pioneiro De Libra		50	%		Panama		1995

B-2


Unit for Maintenance and Safety - Owned	Percent Ownership			Flag		Year Built
Arendal Spirit		100	%		Bahamas		2015

Long Distance Towing and Anchor Handling Vessels - Owned	Percent Ownership			Flag		Year Built
ALP Ace		100	%		Netherlands		2006
ALP Winger		100	%		Netherlands		2007
ALP Ippon		100	%		Netherlands		2007
ALP Forward		100	%		Netherlands		2008
ALP Guard		100	%		Netherlands		2009
ALP Centre		100	%		Netherlands		2010
ALP Striker		100	%		Netherlands		2016
ALP Defender		100	%		Netherlands		2017
ALP Sweeper		100	%		Netherlands		2017

Long Distance Towing and Anchor Handling Vessels - On Order	Percent Ownership			Flag		Year Built
Niigata Hull N-0084		100	%				2018

TEEKAY LNG PARTNERS L.P. - FLEET LIST


Fixed-Rate LNG Carriers	Percent Ownership			Flag	Year Built
Arctic Spirit		100	%	Bahamas		1993
Polar Spirit		100	%	Bahamas		1993
Excalibur		50	%	Belgium		2002
Hispania Spirit		100	%	Spain		2002
Catalunya Spirit		100	%	Spain		2003
Galicia Spirit		100	%	Spain		2004
Madrid Spirit		100	%	Spain		2004
Excelsior		50	%	Belgium		2005
Al Marrouna		70	%	Bahamas		2006
Al Areesh		70	%	Bahamas		2007
Al Daayen		70	%	Bahamas		2007
Methane Spirit		52	%	Singapore		2008
Marib Spirit		52	%	Marshall Islands		2008
Arwa Spirit		52	%	Marshall Islands		2008
Tangguh Hiri		70	%	Bahamas		2008
Al Huwaila		40	%	Bahamas		2008
Al Kharsaah		40	%	Bahamas		2008
Al Shamal		40	%	Bahamas		2008

B-3


Al Khuwair		40	%		Bahamas		2008
Magellan Spirit		52	%		Danish Int’l Reg.		2009
Tangguh Sago		70	%		Bahamas		2009
Woodside Donaldson		52	%		Singapore		2009
Meridian Spirit		52	%		Danish Int’l Reg.		2010
Soyo		33	%		Bahamas		2011
Malanje		33	%		Bahamas		2011
Lobito		33	%		Bahamas		2011
Cubal		33	%		Bahamas		2012
Wilforce		100	%		Norwegian Int’l Reg.		2013
Wilpride		100	%		Norwegian Int’l Reg.		2013
Creole Spirit		100	%		Bahamas		2016
Oak Spirit		100	%		Bahamas		2016
Torben Spirit		100	%		Bahamas		2017
Pan Asia		30	%		Hong Kong		2017
Macoma		100	%		Bahamas		2017
Murex		100	%		Bahamas		2017

Fixed-Rate LNG Carrier Newbuildings	Percent Ownership			Flag		Year Built
MEGI LNG - Hull 2453		100	%				2018
MEGI LNG - Hull 2454		100	%				2018
MEGI LNG - Hull 2455		100	%				2018
MEGI LNG - Hull 2461		100	%				2018
Hudong Zhonghua LNG - Hull 1664		30	%				2018
Hudong Zhonghua LNG - Hull 1665		20	%				2018
Hudong Zhonghua LNG - Hull 1666		20	%				2019
ARC7 Icebreaker LNG - Hull 2423		50	%				2018
ARC7 Icebreaker LNG - Hull 2425		50	%				2018
ARC7 Icebreaker LNG - Hull 2430		50	%				2019
ARC7 Icebreaker LNG - Hull 2431		50	%				2019
ARC7 Icebreaker LNG - Hull 2433		50	%				2020
ARC7 Icebreaker LNG - Hull 2434		50	%				2020
MEGI LNG - Hull S856		100	%				2019
MEGI LNG - Hull S857		100	%				2019

LPG Carrier - Owned	Percent Ownership			Flag		Year Built
Courcheville		50	%		Belgium		1989
Temse		50	%		Belgium		1995
Touraine		50	%		Hong Kong		1996
Brussels		50	%		Belgium		1997
Eupen		50	%		Belgium		1999
Bastogne		50	%		Belgium		2002

B-4


Norgas Napa		100	%	Singapore		2003
Norgas Sonoma		100	%	Singapore		2003
Libramont		50	%	Belgium		2006
Sombeke		50	%	Belgium		2006
Norgas Pan		100	%	Singapore		2009
Norgas Cathinka		100	%	Singapore		2009
Norgas Camilla		100	%	Singapore		2011
Norgas Unikum		100	%	Singapore		2011
Vision Spirit		100	%	Singapore		2011
Waasmuntster		50	%	Belgium		2014
Warinsart		50	%	Belgium		2014
Waregem		50	%	Belgium		2014
Warisoulx		50	%	Belgium		2015
Kaprijke		50	%	Belgium		2015
Knokke		50	%	Belgium		2016
Kontich		50	%	Belgium		2016
Kortrijk		50	%	Belgium		2016
Kallo		50	%	Belgium		2017
Kruibeke		50	%	Belgium		2017

LPG Carrier - In-chartered	Percent Ownership			Flag	Year Built
Antwerpen		*		Hong Kong		2005
BW Tokyo		*		Singapore		2009

LPG Carrier - Newbuildings	Percent Ownership			Flag	Year Built
HHIC Hull P0135		50	%	Belgium		2018
HHIC Hull P0136		50	%	Belgium		2018
Hyundai HI Hull 2884		50	%	Belgium		2018

Fixed-rate Conventional Tankers - Owned	Percent Ownership			Flag	Year Built
African Spirit		100	%	Bahamas		2003
European Spirit		100	%	Bahamas		2003
Teide Spirit		*		Spain		2004
Toledo Spirit		*		Spain		2005

Fixed-rate Product Tankers - Owned	Percent Ownership			Flag	Year Built
Alexander Spirit		100	%	Bahamas		2007

B-5

TEEKAY TANKERS LTD.—FLEET LIST


Conventional Tankers - Owned	Percent Ownership			Flag		Year Built
Product Tanker
Donegal Spirit		100	%		Bahamas		2006
Galway Spirit		100	%		Bahamas		2007
Limerick Spirit		100	%		Bahamas		2007
Seletar Spirit		100	%		Bahamas		2010
Sebarok Spirit		100	%		Bahamas		2011
Luzon Spirit		100	%		Bahamas		2011
Leyte Spirit		100	%		Bahamas		2011
Hovden Spirit		100	%		Marshall Islands		2012
Trysil Spirit		100	%		Marshall Islands		2012
Aframax
Americas Spirit		100	%		Bahamas		2003
Australian Spirit		100	%		Bahamas		2004
Everest Spirit		100	%		Bahamas		2004
Axel Spirit		100	%		Bahamas		2004
Esther Spirit		100	%		Bahamas		2004
Matterhorn Spirit		100	%		Bahamas		2005
Helga Spirit		100	%		Bahamas		2005
Erik Spirit		100	%		Bahamas		2005
SPT Explorer		100	%		Bahamas		2008
Navigator Spirit		100	%		Bahamas		2008
Yamato Spirit		100	%		Bahamas		2008
Tarbet Spirit		100	%		Bahamas		2009
Emerald Spirit		100	%		Bahamas		2009
Garibaldi Spirit		100	%		Bahamas		2009
Whistler Spirit		100	%		Bahamas		2010
Blackcomb Spirit		100	%		Bahamas		2010
Peak Spirit		100	%		Hong Kong		2011
Suezmax
Narmada Spirit		100	%		Malta		2003
Ashkini Spirit		100	%		Bahamas		2003
Iskmati Spirit		100	%		Bahamas		2003
Kaveri Spirit		100	%		Bahamas		2004
Godavari Spirit		100	%		Malta		2004
Seoul Spirit		100	%		Bahamas		2005
Montreal Spirit		100	%		Bahamas		2006
Tokyo Spirit		100	%		Bahamas		2006
Los Angeles Spirit		100	%		Bahamas		2007
Pinnacle Spirit		100	%		Bahamas		2008
Summit Spirit		100	%		Bahamas		2008
Zenith Spirit		100	%		Bahamas		2009
Tianlong Spirit		100	%		Bahamas		2009
Jiaolong Spirit		100	%		Bahamas		2009
Shenlong Spirit		100	%		Bahamas		2009
Dilong Spirit		100	%		Bahamas		2009
Baker Spirit		100	%		Bahamas		2009

B-6


Cascade Spirit		100	%		Bahamas		2009
Aspen Spirit		100	%		Bahamas		2009
Vail Spirit		100	%		Bahamas		2009
Copper Spirit		100	%		Bahamas		2010
Tahoe Spirit		100	%		Bahamas		2010
Beijing Spirit		100	%		Bahamas		2010
Moscow Spirit		100	%		Bahamas		2010
Atlanta Spirit		100	%		Bahamas		2011
London Spirit		100	%		Bahamas		2011
Barcelona Spirit		100	%		Bahamas		2011
Athens Spirit		100	%		Bahamas		2012
Sydney Spirit		100	%		Bahamas		2012
Rio Spirit		100	%		Bahamas		2013
VLCC
Hong Kong Spirit		50	%		Hong Kong		2013

Conventional Tankers - In-chartered	Percent Ownership			Flag		Year Built
Aframax
Bergitta		*			Bahamas		2007

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ANNEX C

OPINION FROM COMPANY’S U.S. COUNSEL

Opinion should be to the effect that:

The statements with respect to legal matters or legal conclusions in the (a) Registration Statement, the Disclosure Package and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and (b) Company’s Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on April 12, 2017, as amended on May 26, 2017 and on November 28, 2017 (the “Form 20-F”) under the captions “Item 4. Information on the Company—E. Taxation of the Company—United States Taxation” and “Item 10. Additional Information—Material U.S. Federal Income Tax Considerations” are, in all material respects, an accurate discussion of the material U.S. federal income tax considerations addressed therein. (We do not opine or comment on the representations and statements of fact of the Company included in such discussion.)

Our opinion filed as Exhibit 8.1 to the Form 6-K furnished to the Commission on January 26, 2018 and incorporated by reference into the Registration Statement is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them.

To our knowledge and except as described in the Registration Statement, the Disclosure Package, the Prospectus, the TGP LPA and the TOO LPA, there are no outstanding options or warrants to purchase (a) any common stock or other interests in the Company, or (b) any equity interests in the Operating Subsidiaries.

To our knowledge, there are no contracts, agreements or understandings between any of the Teekay Entities and any person granting such person the right to require the Company to include any securities of any of the Teekay Entities owned or to be owned by such person in the securities registered pursuant to the Registration Statement, except for any rights pursuant to (i) the Registration Rights Agreement, dated November 16, 2015 among the Company and J.P. Morgan Securities LLC, for itself and as representative of the several initial purchasers listed in Schedule 1 thereto, (ii) the Registration Rights Agreement among Teekay Corporation, Tradewinds Trust Co. Ltd., as Trustee for the Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee for the JTK Trust, and (iii) the Registration Rights Agreement by and among the Company and the Purchasers named on Schedule A thereto, dated as of June 29, 2016, with respect to common stock of the Company (collectively, the “Registration Rights”), in each case, which Registration Rights have been waived or do not apply with respect to the Offering.

The statements in the Registration Statement under the caption “Description of Capital Stock” and in the Form 20-F under the captions “Item 7. Major Shareholders and Certain Relationships and Related Party Transactions” under the subheadings “—Relationships with our Public Entity Subsidiaries—Competition with Teekay Tankers, Teekay Offshore and Teekay LNG” and “—Relationships with our Public Entity Subsidiaries—Services, Management and Pooling Arrangements”, insofar as the statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects.

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The Registration Statement became effective under the Act on January 12, 2018; the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Act in a manner and within the time period required by Rule 424(b); and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or threatened by the Commission.

Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement, Disclosure Package or the Prospectus, each of the Registration Statement, on the Effective Date, the Disclosure Package, at the Applicable Time, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) under the Act and on the date hereof (except for the financial statements and financial schedules, and other financial and statistical information included therein, as to which we express no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.

The Company’s offering, issuance and sale of the Shares, and the Company’s execution and delivery of the Underwriting Agreement, and consummation of the transactions contemplated by the Underwriting Agreement do not (a) violate statutory or regulatory U.S. federal laws or statutory or regulatory laws of the State of New York that counsel exercising customary professional judgment would in our experience reasonably recognize as typically applicable to agreements similar to the Underwriting Agreement and transactions similar to the transactions contemplated by the Underwriting Agreement, or (b) conflict with or constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default), any Material Agreement. (We do not comment or opine as to compliance with any financial covenants or financial ratios contained in any such documents.) “Material Agreement” means any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement or instrument filed by the Company as an exhibit to the Registration Statement (including any document filed as an exhibit to any document incorporated by reference into the Registration Statement).

Without independent verification of the factual accuracy, completeness or fairness of the documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto made by the Company prior to the date hereof (other than exhibits thereto and the financial statements and financial schedules, and other financial and statistical information included therein, as to which we express no opinion), when they became effective or were filed with the Commission, as the case may be, each of such documents appears on its face to be appropriately responsive in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

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10.

To our knowledge, (a) there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Teekay Entity or its property of a character required to be disclosed in the Registration Statement, the Disclosure Package or the Prospectus that is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus as required and (b) there is no agreement, franchise, contract, indenture, lease or other document or instrument of a character that is required to be described in the Registration Statement, the Disclosure Package or the Prospectus by the Act or to be filed by the Act as an exhibit to the Registration Statement that is not described or filed as required.

11.

The Company is not, and immediately upon giving effect to the Offering, the sale of the Shares and the application of the proceeds thereof as described under “Use of Proceeds” in the Disclosure Package and the Prospectus, will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

12.

All consents, approvals, authorizations or other orders of, or registrations or filings on the part of the Company with any United States federal or New York governmental or regulatory authority required for the issuance of securities, the execution and delivery by the Company of the Underwriting Agreement and the consummation of the transactions contemplated by the Underwriting Agreement have been made or obtained, except those that may be required under applicable states securities laws and regulations.

C-3

ANNEX D

OPINION FROM COMPANY’S MARSHALL ISLANDS COUNSEL

Opinion should be to the effect that:

The Company is a corporation domesticated, validly existing and in good standing under Marshall Islands Law and has the corporate power and authority to own or lease its properties and to conduct its business, in each case in all material respects, as described in the in the Registration Statement, Prospectus, and Disclosure Package.

The Underwriting Agreement has been duly authorized, validly executed and delivered by the Company.

The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement, to perform its obligations thereunder, including without limitation the issuance, sale and delivery of the Shares as contemplated thereunder, and to consummate the other transactions contemplated thereby, all in accordance with and upon the terms and conditions set forth in the Underwriting Agreement.

The Shares have been duly authorized and, when issued and delivered by the Company after full payment therefor pursuant to and in compliance with the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

The execution, delivery and performance of the Underwriting Agreement by the Company, including without limitation the offering, issuance and sale of the Shares as contemplated thereunder, or the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or constitute a violation of the organizational documents of the Company or any Marshall Islands Entity (as defined below), (ii) violate any statute, law, rule, regulation, judgment, order or decree of which we are aware of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority situated in the Republic of the Marshall Islands directed to the Company or result in a proceeding before such court, regulatory body, administrative agency, governmental body, arbitrator or other authority in the Republic of the Marshall Islands to which the Company is a party, (iii) violate Marshall Islands Law, or (iv) to our knowledge, result in the creation or imposition of any pledges, liens, encumbrances, security interests, charges, equities or other claims by operation of law of the Republic of the Marshall Islands upon any property or assets of the Company or the Marshall Islands Entities.

The choice of New York law to govern the Underwriting Agreement constitutes a valid choice of law under Marshall Islands Law.

Teekay Holdings Limited, a Bermuda company (“Teekay Holdings”), owns of record 100% of the membership interests in Teekay GP L.L.C. (“TGP GP”), a Marshall Islands limited liability company. Such membership interests have been duly authorized and

D-1

validly issued in accordance with the limited liability company agreement of TGP GP, and are fully paid (to the extent required under the TGP GP limited liability company 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 GP limited liability company agreement).

Teekay Holdings owns of record 51% of the membership interests in Teekay Offshore GP L.L.C. (“TOO GP”), a Marshall Islands limited liability company. Brookfield TK TOGP L.P., a Bermuda limited partnership (“Brookfield”), owns of record 49% of the membership interests in TOO GP. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of TOO GP, and are fully paid (to the extent required under the TOO GP limited liability company 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 TOO GP limited liability company agreement). For the avoidance of doubt, Brookfield has an option to acquire an additional 2% of the membership interests in TOO GP.

TGP GP owns of record a 2.0% general partner interest (excluding preferred units) in Teekay LNG Partners L.P., a limited partnership formed under Marshall Islands Law (“TGP”), and is the sole general partner of TGP. Such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of TGP (as amended or restated prior to the date hereof, the “TGP LPA”). To our knowledge, TGP GP beneficially owns such general partner interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions. The term “Claim Exceptions” with respect to any limited liability company membership interest, shareholding interest, limited partnership interest or other interest as used herein shall mean: (i) pledges, liens, encumbrances, security interests or other claims as described in, referred to (including by incorporation by reference) or disclosed in the Registration Statement, Prospectus or Disclosure Package, (ii) any liens pursuant to credit agreements, security agreements or financing documents described in, referred to (including by incorporation by reference) or disclosed in the Registration Statement, Prospectus or Disclosure Package, and (iii) restrictions on transferability contained in the relevant organizational documents or under applicable securities laws, as applicable.

10.

TGP GP owns of record 100% of the Incentive Distribution Rights (as defined in the TGP LPA) of TGP. The Incentive Distribution Rights of TGP have been duly authorized and validly issued in accordance with the TGP LPA, and are fully paid (to the extent required under the TGP LPA) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may otherwise be provided in the TGP LPA). To our knowledge, TGP GP beneficially owns such Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

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11.

TGP owns of record a 100% membership interest in Teekay LNG Operating L.L.C., a limited liability company formed under Marshall Islands Law (“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 prior to the date hereof, and is fully paid (to the extent required under such limited liability company 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 limited liability company agreement of TGP Operating Company). To our knowledge, TGP beneficially owns such membership interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

12.

TOO GP owns of record a 0.76% general partner interest (excluding preferred units) in Teekay Offshore Partners L.P., a limited partnership formed under Marshall Islands Law (“TOO”), and is the sole general partner of TOO. Such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of TOO (as amended or restated prior to the date hereof, the “TOO LPA”). To our knowledge, TOO GP beneficially owns such general partner interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

13.

TOO GP owns of record 100% of the Incentive Distribution Rights (as defined in the TOO LPA) of TOO. As of the date hereof, 38,211,772 common units of TOO are owned by Teekay Finance Limited, a Bermuda company (“Teekay Finance”), through brokerage accounts, 16,560,066 are owned of record by Teekay Shipping Limited, a Bermuda company, and 1,815,646 common units of TOO are owned of record by Teekay Holdings. These common units of TOO and the Incentive Distribution Rights of TOO have been duly authorized and validly issued in accordance with the TOO LPA, and are fully paid (to the extent required under the TOO LPA) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may otherwise be provided in the TOO LPA). To our knowledge, TOO GP beneficially owns such Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

14.

TOO owns of record a 100% membership interest in Teekay Offshore Holdings L.L.C., a limited liability company formed under Marshall Islands Law. Such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Teekay Offshore Holdings L.L.C., as amended prior to the date hereof, and is fully paid (to the extent required under such limited liability company 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 otherwise may be provided in the limited liability company agreement of Teekay Offshore Holdings L.L.C.). To our knowledge, TOO beneficially owns such membership interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

D-3

15.

Teekay Shuttle Tankers L.L.C., a Marshall Islands limited liability company (“ShuttleCo”) owns of record a 100% membership interest in Teekay Offshore Operating GP L.L.C., a limited liability company formed under Marshall Islands Law (“OLP GP”). Such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of OLP GP, as amended prior to the date hereof, and is fully paid (to the extent required under such limited liability company 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 otherwise may be provided in the limited liability company agreement of OLP GP). To our knowledge, ShuttleCo beneficially owns such membership interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

16.

ShuttleCo owns of record a 99.09% limited partnership interest in Teekay Offshore Operating L.P., a limited partnership formed under Marshall Islands Law (“TOO Operating Company”). OLP GP owns of record a 0.91% general partnership interest in TOO Operating Company. All such partnership interests have been duly authorized and validly issued in accordance with the partnership agreement of TOO Operating Company, as amended or restated prior to the date hereof, and are fully paid (to the extent required under such partnership agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may otherwise be provided in the partnership agreement of TOO Operating Company). To our knowledge, ShuttleCo and OLP GP beneficially own such partnership interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

17.

Teekay Finance owns 16,754,474 shares of Class A Common Stock, par value $0.01 per share, of Teekay Tankers Ltd., a corporation incorporated under Marshall Islands Law (“TNK”), through brokerage accounts. Teekay Holdings owns of record 37,007,981 shares of Class B Common Stock, par value $0.01 per share, of TNK. Teekay Holdings owns of record 8,250,000 shares of Class A Common Stock of TNK. All such shares of Class A Common Stock and shares of Class B Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. In addition to the foregoing shares, Teekay Holdings owns of record an additional 2,155,172 shares of Class A Common Stock of TNK.

18.

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applicable organizational documents). To our knowledge, each of the Company, Teekay Offshore Holdings L.L.C., and TNK, as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Marshall Islands Operating Subsidiaries as described in parts 1, 3, 4, 5, 6 and 8 of Schedule A, as applicable, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

19.

Each of TGP GP, TOO GP, TGP, TOO, TNK, TGP Operating Company, Teekay Offshore Holdings L.L.C., ShuttleCo, OLP GP and TOO Operating Company has been duly formed or incorporated and each such entity and each of the Marshall Islands Operating Subsidiaries (collectively, the “Marshall Islands Entities”) is validly existing and in good standing as a limited liability company, limited partnership or corporation, as applicable, under Marshall Islands Law, and each has the limited liability company, limited partnership or corporate, as applicable, power and authority to own or lease its properties and to conduct its business, in each case in all material respects, as described in the Registration Statement, Prospectus, or Disclosure Package.

20.

Except as described in the Registration Statement, Prospectus, or Disclosure Package, or incorporated by reference therein, there are no preemptive rights or other similar rights to subscribe for or to purchase any equity interests in the Company, in each case pursuant to the organizational documents of the Company.

21.

Except as referred to (including by incorporation by reference) or described in the Registration Statement, the Prospectus, the Disclosure Package, or the Company’s Amended and Restated Rights Agreement dated July 2, 2010 and made between the Company and the Bank of New York Mellon as rights agent, no permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body of the Republic of the Marshall Islands having jurisdiction over the Company or any of its properties is required in connection with the execution and delivery of the Underwriting Agreement by the Company, or the performance of the transactions contemplated thereby, including without limitation the offering, issuance and sale of the Shares as contemplated thereunder.

22.

To our knowledge, no permits, consents, licenses, franchises, concessions, certificates and authorizations (collectively, “Permits”) of, or declarations or filings with, any governmental or regulatory authorities of the Republic of the Marshall Islands are required for any of the Company or the Marshall Islands Entities to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the Prospectus and the Disclosure Package, other than such Permits, declarations or filings with any Republic of the Marshall Islands governmental authority currently held or previously obtained, applied, received or filed by any of the Company or the applicable Marshall Islands Entity or required for the ownership, management, charter or operations of vessels or rigs that are flagged in the Marshall Islands.

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23.

The statements (i) in the Registration Statement and Prospectus under the captions “Non-United States Tax Considerations”, “Service of Process and Enforcement of Civil Liabilities”, and “Description of Capital Stock” and (ii) in the Company’s Form 20-F for the year ended December 31, 2016 under the captions “Item 4. Information on the Company — E. Taxation of the Company — Marshall Islands Taxation” and “Item 10. Additional Information — Non-United States Tax Considerations — Marshall Islands Tax Considerations”, insofar as they purport to constitute summaries of Marshall Islands Law or legal conclusions of Marshall Islands Law, fairly describe in all material respects the portions of the statutes and regulations addressed thereby, subject to the qualifications and assumptions stated therein. For the avoidance of doubt, we take no view on the accuracy of descriptions of any contracts or organizational documents which may be included under such captions.

24.

A judgment granted by a foreign court against the Company may be recognized in the Republic of the Marshall Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, other than a judgment for taxes, a fine or other penalty, or a judgment for support in matrimonial matters, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal (although the court may stay in proceedings until the relevant appeal has been determined or until the expiration of a period of time sufficient to enable the defendant to prosecute the appeal). A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Marshall Islands, (iv) the judgment conflicts with another final and conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for the trial of the action.

D-6

ANNEX E

PRICING TERM SHEET

LOGO

Teekay Corporation

10,000,000 Shares of Common Stock

January 24, 2018



Issuer:		Teekay Corporation

Number of Firm Shares Offered:		10,000,000 shares of common stock, par value of $0.001 per share

Number of Option Shares Offered:		1,500,000 shares of common stock, par value of $0.001 per share

Public Offering Price:		$9.75 per share

Approximate Net Proceeds to the
Issuer After Underwriting Discounts
and Commissions:		$93.0 million (or $106.9 million assuming full exercise of the option to purchase additional shares)

Concurrent Offering:		Substantially concurrently with this offering of shares of common stock, we have priced a private unregistered offering (the “Concurrent Convertible Notes Offering”) of $125,000,000 aggregate principal amount of 5.000% convertible senior notes due 2023 (the “convertible notes”) at par and expect to receive net proceeds after deducting initial purchasers’ discounts and commissions of approximately $120.9 million. We have also granted the initial purchasers a 30-day option to purchase an additional $25,000,000 aggregate principal amount of convertible notes from us.

		Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the convertible notes.

E-1

ADDITIONAL INFORMATION:

All information (including financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the changes described herein.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell the shares of common stock and is not soliciting an offer to buy the shares of common stock in any jurisdiction where the offer or sale is not permitted.

The issuer has filed a registration statement (including a prospectus supplement and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649 or J.P. Morgan Securities LLC at 1-212-834-4533.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

E-2

ANNEX F

FORM OF LOCK-UP LETTER

_______, 2018

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Teekay Corporation, a Marshall Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) by several underwriters listed in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The undersigned also understands that the Representatives also propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the purchase and resale (the “Placement” and, together with the Public Offering, the “Offerings”) by several initial purchasers listed in Schedule 1 of the Purchase Agreement (the “Initial Purchasers”) of Convertible Senior Notes due 2023 of the Company (the “Notes”). The Notes will be convertible into shares of Common Stock. The Public Offering and the Placement are not contingent on one another.

To induce the Underwriters and the Initial Purchasers that may participate in the Offerings to continue their efforts in connection with the Offerings, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters and the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 60 days after the later of the date of the final prospectus supplement relating to the Public Offering and the date of the final offering memorandum relating to the Placement (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause

F-1

(1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offerings, provided that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee, as applicable, shall sign and deliver a lock up letter substantially in the form of this letter and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, or (d) the establishment of a trading plan pursuant to Rule 10b5 1 under the Exchange Act (a “Rule 10b5-1 Plan”) for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock or securities convertible into, or exchangeable or exercisable for Common Stock during the Restricted Period and (ii) no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public report, announcement, or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Restricted Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters and the Initial Purchasers, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company, the Underwriters and the Initial Purchasers are relying upon this agreement in proceeding toward consummation of the Offerings. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

F-2

Whether or not the Offerings actually occur depends on a number of factors, including market conditions. Each Offering will only be made pursuant to an Underwriting Agreement or a Purchase Agreement, the terms of which are subject to negotiation between the Company and the Underwriters or the Initial Purchasers, as applicable.

Very truly yours,

(Name)

(Address)

F-3

Exhibit 4.1

Execution Version

TEEKAY CORPORATION,

as Issuer,

AND

THE BANK OF NEW YORK MELLON,

as Trustee

INDENTURE

Dated as of January 26, 2018

5.000% Convertible Senior Notes due 2023

TABLE OF CONTENTS


		PAGE
ARTICLE 1
DEFINITIONS

Section 1.01	Definitions		1
Section 1.02	References to Interest		12

ARTICLE 2
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01	Designation and Amount		13
Section 2.02	Form of Notes		13
Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts		14
Section 2.04	Execution, Authentication and Delivery of Notes		15
Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary		16
Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes		22
Section 2.07	Temporary Notes		23
Section 2.08	Cancellation of Notes Paid, Converted, Etc		23
Section 2.09	CUSIP Numbers		24
Section 2.10	Additional Notes; Repurchases		24

ARTICLE 3
SATISFACTION AND DISCHARGE

Section 3.01	Satisfaction and Discharge		24

ARTICLE 4
PARTICULAR COVENANTS OF THE COMPANY

Section 4.01	Payment of Principal and Interest		25
Section 4.02	Maintenance of Office or Agency		25
Section 4.03	Appointments to Fill Vacancies in Trustee’s Office		25
Section 4.04	Provisions as to Paying Agents		25
Section 4.05	Existence		27
Section 4.06	Rule 144A Information Requirement and Annual Reports		27
Section 4.07	Stay, Extension and Usury Laws		28
Section 4.08	Compliance Certificate; Statements as to Defaults		29
Section 4.09	Further Instruments and Acts		29
Section 4.10	Additional Amounts		29
Section 4.11	Anti-Money Laundering, Terrorism and Economic Sanctions		31


ARTICLE 5
LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01	Lists of Holders	31
Section 5.02	Preservation and Disclosure of Lists	31

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01	Events of Default	31
Section 6.02	Acceleration; Rescission and Annulment	33
Section 6.03	Additional Interest	33
Section 6.04	Payments of Notes on Default; Suit Therefor	34
Section 6.05	Application of Monies Collected by Trustee	36
Section 6.06	Proceedings by Holders	36
Section 6.07	Proceedings by Trustee	37
Section 6.08	Remedies Cumulative and Continuing	37
Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	38
Section 6.10	Notice of Defaults	38
Section 6.11	Undertaking to Pay Costs	39

ARTICLE 7
CONCERNING THE TRUSTEE

Section 7.01	Duties and Responsibilities of Trustee	39
Section 7.02	Reliance on Documents, Opinions, Etc	41
Section 7.03	No Responsibility for Recitals, Etc	42
Section 7.04	Trustee or Agents May Own Notes	42
Section 7.05	Monies to Be Held in Trust	42
Section 7.06	Compensation and Expenses of Trustee	43
Section 7.07	Officers’ Certificate as Evidence	43
Section 7.08	Eligibility of Trustee	44
Section 7.09	Resignation or Removal of Trustee	44
Section 7.10	Acceptance by Successor Trustee	45
Section 7.11	Succession by Merger, Etc	45
Section 7.12	Trustee’s Application for Instructions from the Company	46

ARTICLE 8
CONCERNING THE HOLDERS

Section 8.01	Action by Holders	46
Section 8.02	Proof of Execution by Holders	47
Section 8.03	Who Are Deemed Absolute Owners	47
Section 8.04	Company-Owned Notes Disregarded	47
Section 8.05	Revocation of Consents; Future Holders Bound	48


ARTICLE 9
HOLDERS’ MEETINGS

Section 9.01	Purpose of Meetings	48
Section 9.02	Call of Meetings by Trustee	48
Section 9.03	Call of Meetings by Company or Holders	49
Section 9.04	Qualifications for Voting	49
Section 9.05	Regulations	49
Section 9.06	Voting	50
Section 9.07	No Delay of Rights by Meeting	50

ARTICLE 10
SUPPLEMENTAL INDENTURES

Section 10.01	Supplemental Indentures Without Consent of Holders	50
Section 10.02	Supplemental Indentures with Consent of Holders	51
Section 10.03	Effect of Supplemental Indentures	52
Section 10.04	Notation on Notes	52
Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	52

ARTICLE 11
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01	Company May Consolidate, Etc. on Certain Terms	53
Section 11.02	Successor Corporation to Be Substituted	53
Section 11.03	Opinion of Counsel to Be Given to Trustee	54

ARTICLE 12
IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

Section 12.01	Indenture and Notes Solely Corporate Obligations	54

ARTICLE 13
REDEMPTION

Section 13.01	Optional Redemption	54
Section 13.02	Notice of Optional Redemption	55
Section 13.03	Payment of Notes Called for Redemption	55
Section 13.04	Restrictions on Redemption	56

ARTICLE 14
CONVERSION OF NOTES

Section 14.01	Conversion Privilege	56
Section 14.02	Conversion Procedure; Settlement Upon Conversion	59

iii


Section 14.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption	63
Section 14.04	Adjustment of Conversion Rate	65
Section 14.05	Adjustments of Prices	74
Section 14.06	Shares to Be Fully Paid	74
Section 14.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	74
Section 14.08	Certain Covenants	77
Section 14.09	Responsibility of Trustee	77
Section 14.10	Notice to Holders Prior to Certain Actions	78
Section 14.11	Stockholder Rights Plans	78

ARTICLE 15
REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01	Repurchase at Option of Holders Upon a Fundamental Change	79
Section 15.02	Withdrawal of Fundamental Change Repurchase Notice	81
Section 15.03	Deposit of Fundamental Change Repurchase Price	82
Section 15.04	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	83

ARTICLE 16
MISCELLANEOUS PROVISIONS

Section 16.01	Provisions Binding on Company’s Successors	83
Section 16.02	Official Acts by Successor Corporation	83
Section 16.03	Addresses for Notices, Etc.	83
Section 16.04	Governing Law; Jurisdiction; Service of Process	84
Section 16.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	85
Section 16.06	Legal Holidays	85
Section 16.07	No Security Interest Created	86
Section 16.08	Benefits of Indenture	86
Section 16.09	Table of Contents, Headings, Etc.	86
Section 16.10	Authenticating Agent	86
Section 16.11	Execution in Counterparts	87
Section 16.12	Severability	87
Section 16.13	Waiver of Jury Trial	87
Section 16.14	Force Majeure	87
Section 16.15	Calculations	88
Section 16.16	USA PATRIOT Act	88
Section 16.17	Conversion of Currency	88

EXHIBIT

Exhibit A	Form of Note	A-1

INDENTURE dated as of January 26, 2018 by and between TEEKAY CORPORATION, a Republic of the Marshall Islands corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.000% Convertible Senior Notes due 2023 (the “Notes”), initially in an aggregate principal amount not to exceed $125,000,000 plus up to an additional $25,000,000 aggregate principal amount of Notes that may be issued pursuant to the Initial Purchasers’ Option, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

“Additional Amounts” shall have the meaning specified in Section 4.10.

“Additional Interest” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable.

“Additional Shares” shall have the meaning specified in Section 14.03(a).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder.

“Agents” means any Note Registrar, co-Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent, transfer agent, authenticating agent or other agent appointed pursuant to this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors.

“Bid Solicitation Agent” means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or banking institutions in New York are authorized or required by law or executive order to close or be closed.

“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

“Cash Settlement” shall have the meaning specified in Section 14.02(a).

“Clause A Distribution” shall have the meaning specified in Section 14.04(c).

“Clause B Distribution” shall have the meaning specified in Section 14.04(c).

“Clause C Distribution” shall have the meaning specified in Section 14.04(c).

“close of business” means 5:00 p.m. (New York City time).

“Combination Settlement” shall have the meaning specified in Section 14.02(a).

“Commission” means the U.S. Securities and Exchange Commission.

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Common Stock” means the common stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to Section 14.07.

“Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns.

“Company Order” means a written order of the Company, signed by (a) the Company’s Chief Executive Officer, President, Executive Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s Chief Financial Officer, Vice President, Finance, Treasurer or Assistant Treasurer, Controller or Secretary or any Assistant Secretary, and delivered to the Trustee.

“Conversion Agent” shall have the meaning specified in Section 4.02.

“Conversion Date” shall have the meaning specified in Section 14.02(c).

“Conversion Obligation” shall have the meaning specified in Section 14.01(a).

“Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of such time.

“Conversion Rate” shall have the meaning specified in Section 14.01(a).

“Corporate Trust Office” means the designated office of the Trustee in the United States at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, 7 East, New York, New York 10286, Attention: Global Corporate Trust Administration-Teekay Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Custodian” means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.

“Daily Conversion Value” means, for each of the 25 consecutive Trading Days during the Observation Period, 4% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 25.

“Daily Settlement Amount,” for each of the 25 consecutive Trading Days during the Observation Period, shall consist of:

(a) cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading Day; and

(b) if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

“Daily VWAP” means, for each of the 25 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “TK <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any amounts on any Note (including, without limitation, the Fundamental Change Repurchase Price, Redemption Price, principal and interest) that are payable but are not punctually paid or duly provided for; provided, that for purposes of Sections 2.03(c) and 14.02(h), the term “Defaulted Amounts” shall only mean defaulted interest.

“Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

“Distributed Property” shall have the meaning specified in Section 14.04(c).

“Effective Date” shall have the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

“Event of Default” shall have the meaning specified in Section 6.01.

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Additional Amounts” shall have the meaning specified in Section 4.10.

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“Form of Note” means the “Form of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(d) the Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common shareholders of the Company, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares (subject to the provisions of Section 14.02(a)). If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the effective date of such transaction) references to the Company in this definition shall instead be references to such other entity.

“Fundamental Change Company Notice” shall have the meaning specified in Section 15.02(c).

“Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.02(a).

“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.02(b)(i).

“Fundamental Change Repurchase Price” shall have the meaning specified in Section 15.02(a).

“Global Note” shall have the meaning specified in Section 2.05(b).

“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time a particular Note is registered on the Note Register.

“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Initial Dividend Threshold” shall have the meaning specified in Section 14.04(d).

“Interest Payment Date” means each January 15 and July 15 of each year, beginning on July 15, 2018.

“Initial Purchasers’ Option” means the option to purchase additional Notes granted to the initial purchasers pursuant to the purchase agreement relating to the initial offering and sale of the Notes.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

“Make-Whole Fundamental Change Period” shall have the meaning specified in Section 14.03(a).

“Market Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Maturity Date” means January 15, 2023.

“Measurement Period” shall have the meaning specified in Section 14.01(b)(i).

“Merger Common Stock” shall have the meaning specified in Section 14.07(e)(i).

“Merger Event” shall have the meaning specified in Section 14.07(a).

“Merger Valuation Percentage” for any Merger Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of such Merger Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Merger Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant Merger Valuation Period.

“Merger Valuation Period” for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

“Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register” shall have the meaning specified in Section 2.05(a).

“Note Registrar” shall have the meaning specified in Section 2.05(a).

“Notice of Conversion” shall have the meaning specified in Section 14.02(b).

“Observation Period” with respect to any Note surrendered for conversion means: (a) subject to clause (b), if the relevant Conversion Date occurs prior to November 15, 2022, the 25 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (b) if the relevant Conversion Date occurs on or after the date of the Company’s issuance of a Redemption Notice with respect to the Notes pursuant to Article 13 and prior to the corresponding Redemption Date, the 25 consecutive Trading Days beginning on, and including, the 27th Scheduled Trading Day immediately preceding such Redemption Date; and (c) subject to clause (b), if the relevant Conversion Date occurs on or after November 15, 2022, the 25 consecutive Trading Days beginning on, and including, the 27th Scheduled Trading Day immediately preceding the Maturity Date.

“OFAC” shall have the meaning specified in Section 4.11(a).

“Offering Memorandum” means the preliminary offering memorandum dated January 23, 2018, as supplemented by the related pricing term sheet dated January 24, 2018, relating to the offering and sale of the Notes.

“Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).

“Officers’ Certificate,” means a certificate that is delivered to the Trustee and that is signed by (a) two Officers of the Company or (b) one Officer of the Company and one of the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or the Controller of the Company. Each such certificate shall include the statements provided for in Section 16.05 if and to the extent required by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.

“open of business” means 9:00 a.m. (New York City time).

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 16.05 if and to the extent required by the provisions of such Section 16.05.

“Optional Redemption” has the meaning set forth in Section 13.01.

“outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except:

(a) Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent);

(c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course;

(d) Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; and

(e) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10.

“Paying Agent” shall have the meaning specified in Section 4.02.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means permanent certificated Notes in registered, non-global form issued in denominations of $1,000 principal amount and integral multiples thereof.

“Physical Settlement” shall have the meaning specified in Section 14.02(a).

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to

receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

“Redemption Date” shall have the meaning specified in Section 13.02.

“Redemption Notice” shall have the meaning specified in Section 13.02.

“Redemption Notice Date” shall have the meaning specified in Section 14.03(a).

“Redemption Price” means, for any Notes to be redeemed pursuant to Article 13, 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Notes as of the close of business on such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).

“Reference Property” shall have the meaning specified in Section 14.07(a).

“Regular Record Date,” with respect to any Interest Payment Date, means the January 1 or July 1 (whether or not such day is a Business Day) immediately preceding the applicable January 15 or July 15 Interest Payment Date, respectively.

“Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(c).

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Securities” shall have the meaning specified in Section 2.05(c).

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Rule 144A” means Rule 144A as promulgated under the Securities Act.

“Sanctions” shall have the meaning specified in Section 4.11(a).

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Amount” has the meaning specified in Section 14.02(a)(iv).

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.

“Settlement Notice” has the meaning specified in Section 14.02(a)(iii).

“Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.

“Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes.

“Spin-Off” shall have the meaning specified in Section 14.04(c).

“Stock Price” shall have the meaning specified in Section 14.03(c).

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Successor Company” shall have the meaning specified in Section 11.01(a).

“Taxes” shall have the meaning specified in Section 4.10.

“Taxing Jurisdiction” shall have the meaning specified in Section 4.10.

“Trading Day” means a day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The New York Stock Exchange or, if the Common Stock (or such other security) is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or such other security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day; and provided, further, that for purposes of determining amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally

occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

“Trading Price” per $1,000 principal amount of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained in writing by the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate.

“transfer” shall have the meaning specified in Section 2.05(c).

“Trigger Event” shall have the meaning specified in Section 14.04(c).

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

“unit of Reference Property” shall have the meaning specified in Section 14.07(a).

“Valuation Period” shall have the meaning specified in Section 14.04(c).

“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.

Section 1.02 References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section 4.06(d), Section 4.06(e) and Section 6.03. Unless the context otherwise

requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01 Designation and Amount. The Notes shall be designated as the “5.000% Convertible Senior Notes due 2023.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $125,00,000 plus up to additional $25,000,000 that may be issuable pursuant to the Initial Purchasers’ Option, subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.

Section 2.02 Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.

Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect the issuance of additional Notes permitted hereby (to the extent such issuances are fungible with the Notes represented by such Global Note for U.S. federal income tax purposes), repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.

Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months.

(b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay interest (i) on any Physical Notes either by check mailed to each Holder or, upon application by such a Holder to the Paying Agent not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States if such Holder has provided the Company, the Trustee or the Paying Agent with the requisite information to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:

(i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of

such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be given to each Holder in accordance with Section 16.03 not less than 10 days prior to such special record date (provided the Trustee has received such notice at least 10 days prior to such special record date). Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so given, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03 (c).

(ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Section 2.04 Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive Vice Presidents.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder, subject to the receipt of such opinions and certificates to which the Trustee is entitled hereunder or that are required to be delivered to the Trustee by the provisions of this Indenture.

Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Section 2.05 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office in the United States a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and, upon Company Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and, upon Company Order the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer.

None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15, or (iii) any Notes that have been called for redemption.

All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor and the Trustee, the Note Registrar and the Custodian shall have no responsibilities with respect to any such transfers or exchanges.

(c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF TEEKAY CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

The Trustee and the Note Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note or any beneficial interest therein (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Any Note (or security issued in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act.

Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be exchanged for a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver, at the Company’s expense, (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver, at the Company’s expense, such Physical Notes to the Persons in whose names such Physical Notes are so registered.

At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

None of the Company, the Trustee, any Agent or any of their respective agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(d) Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Note shall bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Common Stock has been issued upon conversion of a Note that has transferred pursuant to a

registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to any transfer agent for the Common Stock):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(2) AGREES FOR THE BENEFIT OF TEEKAY CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d).

(e) Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144). The Company shall cause any Note that is repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon Company Order the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, or any Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or

authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Agent of the destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, conversion or repurchase of negotiable instruments or other securities without their surrender.

Section 2.07 Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08 Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment, repurchase, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee for cancellation shall be canceled promptly by it, and no Notes shall be authenticated in exchange therefor except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request in a Company Order.

Section 2.09 CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.10 Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 16.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

ARTICLE 3

SATISFACTION AND DISCHARGE

Section 3.01 Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date or Redemption Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06 shall survive.

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01 Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

Section 4.02 Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture (other than the type contemplated by Section 16.04) may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York.

The Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, and Conversion Agent and the Corporate Trust Office as the office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be made.

Section 4.03 Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.04 Provisions as to Paying Agents. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:

(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders of the Notes;

(ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall be due and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.

(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.

(d) Subject to applicable abandoned property law, any money and shares of Common Stock deposited with the Trustee, any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as

an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may (but shall not be obligated to) at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Section 4.05 Existence. Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 4.06 Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon written request, promptly provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.

(b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made.

(c) Delivery of the reports and documents described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate).

(d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this

Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (or Holders that have been the Company’s Affiliates at any time during the three months preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

(e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).

(f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner and to the same Persons as regular interest on the Notes.

(g) The Additional Interest that is payable in accordance with Section 4.06 (d) or Section 4.06 (e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. The Trustee shall have no duty to verify the Company’s determination of whether Additional Interest is due or the Company’s calculations as to the amount of Additional Interest.

(h) If Additional Interest is payable by the Company pursuant to Section 4.06 (d) or Section 4.06 (e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable and promptly after any such Additional Interest ceases to accrue and be payable, the Company shall deliver to the Trustee an Officers’ Certificate to that effect. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Section 4.07 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of

or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.08 Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (commencing with the fiscal year ending on December 31, 2018) an Officers’ Certificate stating whether the signers thereof have knowledge of any Default under this Indenture and, if so, specifying each such Default and the nature thereof.

In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.

Section 4.09 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 4.10 Additional Amounts. (a) All payments made by the Company under or with respect to the Notes shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter “Taxes”) imposed or levied by or on behalf of the Republic of the Marshall Islands or any jurisdiction from or through which payment on the notes is made, or any political subdivision thereof, or any authority or agency thereof having power to tax (a “Taxing Jurisdiction”), unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount of interest for or on account of Taxes from any payment made under or with respect to the Notes, the Company shall pay such additional amounts of interest (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company will not pay any Additional Amounts in connection with any Taxes that are imposed due to any of the following (“Excluded Additional Amounts”):

(i) the Holder or beneficial owner has some connection with the Taxing Jurisdiction other than merely holding the Notes or receiving principal or interest payments on the Notes (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Jurisdiction);

(ii) any tax imposed on, or measured by net income;

(iii) the Holder or beneficial owner fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the Taxing Jurisdiction, if (A) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the Tax, (B) the Holder or beneficial owner is able to comply with such requirements without undue hardship, and (C) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, regulation, administrative practice or treaty shall apply, the Company has notified such Holder that such Holder will be required to comply with such requirements;

(iv) the Holder fails to present (where presentation is required) its Note within 30 calendar days after the Company has made available to the Holder a payment of principal or interest, provided that the Company will pay Additional Amounts which a Holder would have been entitled to had the Note owned by such Holder been presented on any day (including the last day) within such 30-day period; or

(v) any estate, inheritance, gift, value added, use or sales Taxes or any similar Taxes.

(b) The Company shall also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company shall furnish to the Trustee and the Holders of the Notes, within 30 days after the date the payment of any Taxes are due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company.

(c) The Company shall indemnify and hold harmless each Holder for the amount (other than Excluded Additional Amounts) of (1) any Taxes not withheld or deducted by the Company and levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (3) any Taxes imposed with respect to any reimbursement under clause (1) or (2) of this paragraph (c) of this Section 4.10.

(d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to any Note, such mention (except where expressly mentioned) shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.10 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Section 4.11 Anti-Money Laundering, Terrorism and Economic Sanctions.

(a) The Company covenants and represents that neither it nor any of its Affiliates, Subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”).

(b) The Company covenants and represents that neither it nor any of its Affiliates, Subsidiaries, directors or officers will directly or indirectly use any repayments/reimbursements made pursuant to this Indenture (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any Person.

ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01 Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after each February 1 and August 1 in each year, and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02 Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default. Each of the following events shall be an “Event of Default” with respect to the Notes:

(a) default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon any required repurchase, Optional Redemption, upon declaration of acceleration or otherwise;

(c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right;

(d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due;

(e) failure by the Company to comply with its obligations under Article 11;

(f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding (with a copy to the Trustee) has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;

(g) default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;

(h) a final judgment or judgments for the payment of $50,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is not discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(i) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or

(j) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days.

Section 6.02 Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of Holders of at least 25% in aggregate principal amount of the outstanding Notes shall, declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.

The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Section 6.03 Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default

relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period on which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest shall be payable in the same manner, to the same Persons and on the same dates as the stated interest payable on the Notes. On the 61st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 61st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

In order to elect to pay Additional Interest as the sole remedy during the first 60 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 60-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

Section 6.04 Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be

entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes.

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as though no such proceeding had been instituted.

Section 6.05 Application of Monies Collected by Trustee. Any monies collected by the Trustee pursuant to this Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First, to the payment of all amounts due the Trustee under Section 7.06;

Second, in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion, as the case may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;

Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable, the payment of the Fundamental Change Repurchase Price or Redemption Price and any cash due upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase Price or Redemption Price and the cash due upon conversion) and interest without preference or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change Repurchase Price or Redemption Price and any cash due upon conversion) and accrued and unpaid interest; and

Fourth, to the payment of the remainder, if any, to the Company.

Section 6.06 Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price or Redemption Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided;

(b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and

(e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.09,

it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company shall not be impaired or affected without the consent of such Holder.

Section 6.07 Proceedings by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 6.08 Remedies Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any

thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

Section 6.09 Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in conflict with any rule of law or this Indenture, is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 6.10 Notice of Defaults. If a Default occurs and is continuing and is known to a Responsible Officer, the Trustee shall, within 90 days after a Responsible Officer is deemed to have actual knowledge of a Default, send to all Holders as the names and addresses of such Holders appear upon the Note Register, notice of such Default, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price or Redemption Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

Section 6.11 Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price or Redemption Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14.

ARTICLE 7

CONCERNING THE TRUSTEE

Section 7.01 Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. The Trustee shall have no liability for failing to act if it has not received indemnity or security reasonably satisfactory to it, any instruction or notice required by or contemplated by the Notes or this Indenture, or any legal opinion required to be delivered to the Trustee or for which the Trustee has a right to request as contemplated by this Indenture or the Notes.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section;

(e) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes;

(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event;

(g) all cash received by the Trustee shall be placed in a non-interest bearing trust account, and all cash shall remain uninvested unless otherwise agreed in writing by the Company and the Trustee; and

(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.

Section 7.02 Reliance on Documents, Opinions, Etc. Subject to Section 7.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution;

(c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(e) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;

(f) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, each Agent and each other agent, custodian and other Person employed to act hereunder;

(j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

(k) the Trustee shall not be obligated to take possession of any Common Stock, whether upon conversion or in connection with any discharge of this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock transfer agent of the Company from time to time as directed by the Company.

In no event shall the Trustee be liable for any consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes.

Section 7.03 No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee and the Agents assume no responsibility for the correctness of the same. The Trustee and the Agents make no representations as to the validity or sufficiency of this Indenture or of the Notes or of any Common Stock. The Trustee and the Agents shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. Neither the Trustee nor any Agent will be accountable for the use or application by the Company of the Notes or the proceeds thereof, or for any funds received and disbursed in accordance with this Indenture. The Trustee and the Agents shall have no responsibility or liability with respect to any information, statement or recital in the Offering Memorandum or other disclosure material prepared or distributed with respect to the issuance of the Notes.

Section 7.04 Trustee or Agents May Own Notes. The Trustee or any Agent, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee or such Agent.

Section 7.05 Monies to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed from time to time by the Company and the Trustee.

Section 7.06 Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity under this Indenture, from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its own gross negligence, willful misconduct or bad faith. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its officers, directors, employees and agents and any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 7.07 Officers’ Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 7.08 Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 7.09 Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving written notice of such resignation to the Company and by giving notice thereof to the Holders in accordance with Section 16.03. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

Section 7.10 Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06.

No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 7.08.

Upon acceptance of appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall give or cause to be given notice of the succession of such trustee hereunder to the Holders in accordance with Section 16.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Section 7.11 Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of Section 7.08.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12 Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer that the Company has indicated to the Trustee should receive such application actually receives such application, unless any such Officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

ARTICLE 8

CONCERNING THE HOLDERS

Section 8.01 Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

Section 8.02 Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.

Section 8.03 Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes under this Indenture; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered Holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Physical Note in accordance with the provisions of this Indenture.

Section 8.04 Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Section 8.05 Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.

ARTICLE 9

HOLDERS’ MEETINGS

Section 9.01 Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9 for any of the following purposes:

(a) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable law.

Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be given to Holders of such Notes in accordance with Section 16.03. Such notice shall also be given to the Company. Such notices shall be given not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice.

Section 9.03 Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02.

Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 9.05 Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the outstanding Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06 Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes.

ARTICLE 10

SUPPLEMENTAL INDENTURES

Section 10.01 Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency;

(b) to provide for the assumption by a Successor Company or other legal entity of the obligations of the Company under this Indenture pursuant to Article 11;

(d) to secure the Notes;

(e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;

(f) to make any change that does not adversely affect the rights of any Holder;

(g) in connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or

(h) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum.

Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Section 10.02 Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:

(a) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to an amendment;

(b) reduce the rate of or extend the stated time for payment of interest on any Note;

(d) make any change that adversely affects the conversion rights of any Notes;

(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(g) change the ranking of the Notes;

(h) impair the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or

(i) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09.

Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall send to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section 10.03 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 10.04 Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 16.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 16.05, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture.

ARTICLE 11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01 Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the Republic of the Marshall Islands, the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture in form satisfactory to the Trustee all of the obligations of the Company under the Notes and this Indenture;

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and

(c) the Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel certifying that all conditions in this Indenture to such transaction (and the execution of any supplemental indenture) have been satisfied.

For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Section 11.02 Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the

Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.

Section 11.03 Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11.

ARTICLE 12

IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

Section 12.01 Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.

ARTICLE 13

REDEMPTION

Section 13.01 Optional Redemption. The Notes shall not be redeemable by the Company at its option prior to January 15, 2021. On or after January 15, 2021, the Company may redeem (an “Optional Redemption”) for cash all, but not less than all, of the then outstanding Notes, at its option and at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company provides a Redemption Notice, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 13.02. The Conversion Rate with respect to Notes converted after the Company gives notice of an Optional Redemption may be increased as described in Section 14.03.

Section 13.02 Notice of Optional Redemption. (a) In case the Company exercises its Optional Redemption right to the Notes pursuant to Section 13.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 35 Scheduled Trading Days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee), accompanied by the form of the Redemption Notice described below, the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 30 nor more than 50 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent and each Holder of Notes so to be redeemed. The Company may not give a notice of Redemption during the final 30 Scheduled Trading Days prior to the Maturity Date.

(b) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date;

(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date;

(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable;

(vii) the Conversion Rate and, if applicable, the number of additional shares added to the Conversion Rate in accordance with Section 14.03; and

(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes.

Substantially concurrently with the issuance of a Redemption Notice, the Company will issue a press release containing the information contained in such notice and make such information available on its website. A Redemption Notice shall be irrevocable.

Section 13.03 Payment of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance with Section 13.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice

and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price. The Redemption Price shall be calculated by the Company, or the Company shall cause the Redemption Price to be calculated on its behalf.

(b) No later than 10:00 a.m. Eastern Time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 4.04 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes and interest on Notes redeemed shall cease to accrue on and after the Redemption Date and all rights of the Holders of such Notes shall terminate (other than the right to receive the applicable Redemption Price). The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.

Section 13.04 Restrictions on Redemption. The Company may not redeem any Notes on any date if there has been an Event of Default as a result of which the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

ARTICLE 14

CONVERSION OF NOTES

Section 14.01 Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding July 15, 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time on or after July 15, 2022 and prior to the close of business on the second Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 85.4701 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).

(b) (i) Prior to the close of business on the Business Day immediately preceding July 15, 2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate

on each such Trading Day. The Trading Prices shall be determined by the Company pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture and the Bid Solicitation Agent (if other than the Company) shall have no obligation to determine any Trading Prices. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent shall have no obligation to obtain bids unless the Company has requested that the Bid Solicitation Agent do so, and the Company shall have no obligation to make such request or to determine the Trading Price of the Notes unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent to obtain bids (in accordance with the definition of Trading Price set forth in this Indenture), and the Company shall determine the Trading Price per $1,000 principal amount of Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes, as determined by the Company, is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Company does not instruct the Bid Solicitation Agent (if other than the Company) to obtain bids when obligated as provided in the preceding sentence, if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to obtain bids, or the Company fails to determine the Trading Price when obligated as provided in the preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Bid Solicitation Agent (if other than the Company), the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Bid Solicitation Agent (if other than the Company), the Trustee and the Conversion Agent (if other than the Trustee) in writing. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price condition set forth above has been met.

(ii) If, prior to the close of business on the Business Day immediately preceding July 15, 2022, the Company elects to:

(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or

(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution as described in this clause (ii) has occurred.

(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding July 15, 2022, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, then in each case all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or (y) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether Fundamental Change or a Make-Whole Fundamental Change has occurred.

(iv) Prior to the close of business on the Business Day immediately preceding July 15, 2022, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The

Company, shall determine at the beginning of each calendar quarter commencing after March 31, 2018 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Conversion Agent and the Trustee if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition described in this described in this clause (iv) has occurred.

(v) If the Company gives a Redemption Notice with respect to an Optional Redemption of the Notes pursuant to Article 13, then a Holder may surrender all or any portion of its Notes for conversion at any time prior to the close of business on the second Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert shall expire pursuant to this clause, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert all or any portion of its Notes until the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for.

Section 14.02 Conversion Procedure; Settlement Upon Conversion.

(a) Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02.

(i) All conversions (i) for which the relevant Conversion Date occurs on or after July 15, 2022 or (ii) after the Company has given a Redemption Notice pursuant to Article 13 shall, in each case, be settled using the same Settlement Method.

(ii) Except as provided in clause (i) above, the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates.

(iii) If, in respect of any Conversion Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or (i) in the case of any conversions for which the relevant Conversion Date occurs on or after July 15, 2022, no later than July 15, 2022 and (ii) in the case of any conversion of Notes after the Company has given a Redemption Notice pursuant to Article 13, the date such Redemption Notice is given). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the

Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.

(iv) Subject to Section 14.01(j), the cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:

(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date;

(B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Observation Period; and

(C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Observation Period.

(v) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver

an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.02.

If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

(c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) Section 14.07(a) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation.

(d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued

in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver or refuse to instruct the stock transfer agent to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

(f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14.

(g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

(h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note or to the extent of any Additional Amounts. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date regardless of whether their Notes have been converted following such Regular Record Date.

(i) The Person in whose name the certificate for any shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if

the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion.

(j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Section 14.03 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption. (a) If (i) a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date or (ii) the Company gives a Redemption Notice pursuant to Article 13, and in each case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Redemption Notice, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes will be deemed for these purposes to be “in connection with” a Redemption Notice if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Redemption Notice is given (the “Redemption Notice Date”), until the close of business on the second Business Day preceding the Redemption Date.

(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Redemption Notice as described in clause (a) above, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second

Business Day following the Conversion Date. The Company shall notify the Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) or the Redemption Notice Date, as the case may be, and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or on the Redemption Notice Date, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the Redemption Notice Date, as the case may be. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day period.

(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.

(e) The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date or Redemption Notice Date, as applicable, set forth below:


Effective Date/Date of Redemption	Stock Price
Notice	$9.75		$11.00		$11.70		$13.00		$14.00		$15.21		$17.50		$20.00		$22.50		$25.00		$30.00		$35.00
January 26, 2018		17.0940		13.8924		11.9245		9.1253		7.5202		6.0225		4.0677		2.7257		1.8526		1.2597		0.5520		0.0924
January 15, 2019		17.0940		13.3772		11.3489		8.5102		6.9147		5.4538		3.5985		2.3666		1.5863		1.0662		0.4555		0.0610
January 15, 2020		17.0940		12.7298		10.5992		7.6874		6.1008		4.6910		2.9790		1.9036		1.2509		0.8271		0.3377		0.0228
January 15, 2021		17.0940		11.7036		9.4299		6.4405		4.8963		3.5964		2.1426		1.3183		0.8522		0.5585		0.2185		0.0000
January 15, 2022		17.0940		10.0167		7.4864		4.4182		3.0177		1.9866		1.0505		0.6362		0.4254		0.2883		0.1096		0.0000
January 15, 2023		17.0940		5.4390		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact Stock Prices and Effective Dates or Redemption Notice Dates, as applicable, may not be set forth in the table above, in which case:

(i) if the Stock Price is between two Stock Prices in the table above or the Effective Date or Redemption Notice Date, as applicable, is between two specified dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later specified dates, as applicable, based on a 365-day year;

(ii) if the Stock Price is greater than $35.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and

(iii) if the Stock Price is less than $9.75 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.

Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 102.5641 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.

(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.

Section 14.04 Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all, or substantially all shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

CR’ = CR₀ ×

OS’

OS₀

where,


CR₀		=		the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;


CR’	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, before giving effect to such dividend, distribution, share split or share combination; and

OS’	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


		CR’ = CR₀×		OS₀+X
		CR’ = CR₀×		OS₀+Y


CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;

CR’	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was provided for pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash, as to which the provisions set forth in Section 14.04(d) shall apply, and (iii) Spin-Offs, as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:


		CR’ = CR₀×		SP₀
		CR’ = CR₀×		SP₀ - FMV

where,


CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR’	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

SP₀	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and


FMV						the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


		CR’ = CR₀×		FMV₀+MP₀
		CR’ = CR₀×		MP₀

where,


CR₀	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR’	=	the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV₀	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and



MP₀	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The increase to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend date for such Spin-Off to, and including, the last Trading Day of such Observation Period.

For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and

(y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or

(B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b).

(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.055 per share per quarter (the “Initial Dividend Threshold”), the Conversion Rate shall be adjusted based on the following formula:


		CR’ = CR₀×		SP₀-T
		CR’ = CR₀×		SP₀-C

where,


CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

CR’	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;


SP₀	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

T	=	the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero; and

C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

The Initial Dividend Threshold shall be subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the Initial Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 14.04(d). Any increase pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:


		CR’ = CR₀×		AC+(SP’×OS’)
		CR’ = CR₀×		OS₀×SP’

where,


CR₀	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

CR’	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;


AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the expiration of such tender or exchange offer (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS’	=	the number of shares of Common Stock outstanding immediately after the expiration of such tender or exchange offer (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP’	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The increase to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day. In addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period.

(f) Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under Section 14.02(i) based on an adjusted Conversion

Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities.

(h) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall give to the Holder of each Note in accordance with Section 16.03 a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i) Notwithstanding anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries;

(iii) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;

(iv) solely for a change in the par value of the Common Stock; or

(v) for accrued and unpaid interest, if any.

(j) All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.

(k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall give such notice of such adjustment of the Conversion Rate to each Holder in accordance with Section 16.03. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(l) For purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 14.05 Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining the Stock Price), the Board of Directors shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

Section 14.06 Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).

Section 14.07 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.

(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety or

(iv) any statutory share exchange,

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02, (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the units of Reference Property and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property, and (C) the conditions to conversion under Sections 14.01(b)(i) or (iv) and the conditions to Optional Redemption in Section 13.01, will be determined as if each reference to a share of Common Stock were instead a reference to a unit of Reference Property.

If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common

Stock in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made.

Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 15.

(b) When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly give notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be given to each Holder in accordance with Section 16.03 within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

(c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Article 14 and Section 14.02 prior to the effective date of such Merger Event.

(d) The above provisions of this Section shall similarly apply to successive Merger Events.

(e) In connection with any Merger Event, the Initial Dividend Threshold shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be.

(i) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “Merger Common Stock”), the Initial Dividend Threshold at and after the effective time of such Merger Event will be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Merger Event, divided by (y) the number of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Merger Event (such quotient rounded down to the nearest cent).

(ii) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Stock, the Initial Dividend Threshold at and after the effective time of such Merger Event will be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Merger Event, multiplied by (y) the Merger Valuation Percentage for such Merger Event (such product rounded down to the nearest cent).

(iii) For the avoidance of doubt, in the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of common stock, the Initial Dividend Threshold at and after the effective time of such Merger Event will be equal to zero.

Section 14.08 Certain Covenants. (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be.

(c) The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.

Section 14.09 Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion

Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

Section 14.10 Notice to Holders Prior to Certain Actions. In case of any:

(a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or Section 14.11;

(b) Merger Event; or

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be given to each Holder in accordance with Section 16.03, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.

Section 14.11 Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such

legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

ARTICLE 15

REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01 Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15.

(b) Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state:

(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;

provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.02, in the case of Physical Notes, or through the applicable procedures of the Depositary, in the case of Global Notes.

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

(c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify:

(i) the events causing the Fundamental Change;

(ii) the date of the Fundamental Change;

(iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

(iv) the Fundamental Change Repurchase Price;

(v) the Fundamental Change Repurchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of the Fundamental Change;

(viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix) the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01.

At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.

(d) Notwithstanding the foregoing, the Company will not be required to repurchase, or to make an offer to repurchase or notice thereof, the Notes upon a Fundamental Change if (i) it has given a Redemption Notice with respect to the Notes in accordance with Article 13, unless it defaults in making payments with respect to such redemption, or (ii) a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above. Such third party’s failure to repurchase the Notes will not relieve the Company of its obligation to effect a repurchase as set forth above.

(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 15.02 Withdrawal of Fundamental Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in

accordance with this Section 15.02 at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,

(ii) if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary.

Section 15.03 Deposit of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.01) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

(b) If by 10:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn in accordance with the provisions of this Indenture, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than (x) the right to receive the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, the right of the Holder of record on such Regular Record Date to receive the related interest payment).

(c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.01, the Company shall execute and, upon Company Order, the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.

Section 15.04 Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase upon a Fundamental Change, the Company will, if required:

(a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

(b) file a Schedule TO or any other required schedule under the Exchange Act; and

(c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;

in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.

ARTICLE 16

MISCELLANEOUS PROVISIONS

Section 16.01 Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 16.02 Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

Section 16.03 Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes (i) by hand (in which case notice shall be effective upon delivery), (ii) by facsimile (in which case notice shall be effective upon receipt of confirmation of good transmission thereof) or (iii) by overnight delivery by a nationally recognized courier service (in which case such notice shall be effective on the Business Day immediately after being deposited with such courier service) addressed (until another address is filed by the Company with the Trustee) to Teekay Corporation, 4^th Floor, Belvedere Building, 69 Pitts Bay Road Hamilton HM 08, Bermuda, Attention: Corporate Secretary. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made upon receipt by the Trustee at its Corporate Trust Office.

The Trustee agrees to accept and act upon instructions or directions from the Company pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

The Trustee, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder of a Physical Note shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed; provided that, notwithstanding anything to the contrary herein, notices given to Holders of Global Notes may be given electronically through the facilities of the Depositary.

Failure to mail or give a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is given in the manner provided above, it is duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Physical Notes by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 16.04 Governing Law; Jurisdiction; Service of Process. THIS INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The Company has designated and appointed Watson, Farley & Williams (New York) LLP, New York, New York as its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agrees that service of process upon such agent, and written notice of said service to the Company by the Person serving the same, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and further designates its domicile, the domicile of New York, New York specified above and any domicile it may have in the future as its domicile to receive any notice hereunder (including service of process). If for any reason Watson, Farley & Williams (New York) LLP, New York, New York (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee, and provide written notice of such appointment to the Trustee in the manner provided herein. The Company agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect as long as any Notes are outstanding.

Section 16.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture to such action have been complied with.

Each Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the person signing such certificate or opinion is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not all conditions precedent provided for in this Indenture to such action have been complied with; and (d) a statement as to whether or not, in the judgment of such person, all conditions precedent provided for in this Indenture to such action have been complied with.

Section 16.06 Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date, Redemption Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.

Section 16.07 No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 16.08 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Agent and their respective successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 16.09 Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 16.10 Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.08.

Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity.

Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall give notice of such appointment to all Holders as the names and addresses of such Holders appear on the Note Register.

The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable.

The provisions of Section 7.02, Section 7.03, Section 7.04, Section 7.06, Section 8.03 and this Section 16.10 shall be applicable to any authenticating agent.

If an authenticating agent is appointed pursuant to this Section 16.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.


By:
Authorized Officer

Section 16.11 Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 16.12 Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 16.13 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 16.14 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 16.15 Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Trading Price of the Notes, the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company.

Section 16.16 USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee (in all capacities), like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

Section 16.17 Conversion of Currency. The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture in the event the Company is in default under the terms of this Indenture:

(a) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “judgment currency”) an amount due in U.S. Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

(b) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company will pay such additional amount (or, as the case may be, be refunded such lesser amount), if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in U.S. Dollars originally due.

(c) In the event of the winding-up of the Company at any time while any amount of damages owing under the Notes of this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars due or contingently due under the Notes and this Indenture (other than under this Subsection (c)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (c), the final date for the filing of

proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(d) The obligations contained in Subsections (b) and (c) of this Section 16.17 shall constitute separate and independent obligations of the Company from its other obligations under the Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holders or the Trustee or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under subsection (c) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise or any of them which shall be liable for such deficiency. In the case of Subsection (c) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(e) The term “rate(s) of exchange” shall mean the rate of exchange pursuant to the Noon Day Buying Rate quoted by the Federal Reserve Bank of New York or, if such rate is not then available therefrom, the WM/Reuters Intraday Spot Rate quoted by WM/Reuters or any similar rate of exchange quoted by a successor exchange rate service at 12:00 noon (New York City time) for the purchase of, or conversion into, U.S. Dollars from the judgment currency other than U.S. Dollars referred to in subsections (a) and (c) above and includes any premiums and costs of exchange payable.

(f) The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 16.17 and shall have no liability to the Holders due to fluctuations in currency rates.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.


TEEKAY CORPORATION

By:	/s/ Kenneth Hvid
	Name:	Kenneth Hvid
	Title:	President and Chief Executive Officer

THE BANK OF NEW YORK MELLON, as Trustee

By:	/s/ Bret Derman
	Name:	Bret Derman
	Title:	Vice President

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

A-1

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-2

Teekay Corporation.

5.000% Convertible Senior Note due 2023

No. [ ] [Initially]¹ $[ ]

CUSIP No. [ ]

Teekay Corporation, a corporation duly organized and validly existing under the laws of the Republic of the Marshall Islands (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]² [ ]³, or registered assigns, the principal sum [of $[ ]] [or such other amount as shall be set forth in the “Schedule of Increases and Decreases of Notes” attached hereto]⁴, on January 15, 2023, and interest thereon as set forth below.

This Note shall bear interest at the rate of 5.000% per year from January 26, 2018, or from the most recent date to which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until January 15, 2023. Interest is payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2018, to Holders of record at the close of business on the preceding January 1 and July 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Sections. In addition, Additional Amounts may be payable pursuant to Section 4.10 of the Indenture. References to any amounts due with respect to the Notes shall include Additional Amounts to the extent payable under such Section 4.10.

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture (in the case of defaulted interest).

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place where Notes may be presented for payment or for registration of transfer and exchange. All payments on the Notes shall be paid in United States dollars.

¹	Include if a global note.

²	Include if a global note.

³	Include if a physical note.

⁴	Include if a global note.

A-3

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder of page intentionally left blank]

A-4

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


TEEKAY CORPORATION

By:
		Name:
		Title:

Dated:


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK MELLON as Trustee, certifies that this is one of the Notes described in the within-named Indenture.

By:
		Authorized Signatory

A-5

[FORM OF REVERSE OF NOTE]

Teekay Corporation.

5.000% Convertible Senior Note due 2023

This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.000% Convertible Senior Notes due 2023 (the “Notes”) issued or to be issued under and pursuant to an Indenture dated as of January 26, 2018 (the “Indenture”), between the Company and The Bank of New York Mellon (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock or a combination thereof, as the case may be, herein prescribed.

A-6

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes are subject to redemption at the option of the Company on or after January 15, 2021 as provided in Article 13 of the Indenture.

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

A-8

SCHEDULE A⁵

SCHEDULE OF INCREASES AND DECREASES OF NOTES

Teekay Corporation.

5.000% Convertible Senior Notes due 2023

The initial principal amount of this Global Note is DOLLARS ($[ ]). The following increases or decreases in this Global Note have been made:

Date of increase or

decrease

Amount of decrease in

principal amount of this

Global Note

Amount of increase in

principal amount of this

Global Note

Principal amount of

this Global Note

following such

decrease or increase

Signature of authorized

signatory of Trustee or

Custodian

⁵	Include if a global note.

A-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: The Bank of New York Mellon

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.


Dated:


		Signature(s)


Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all):

$ ,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: The Bank of New York Mellon

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Teekay Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.01 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all):

$ ,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred:

☐ To Teekay Corporation or a subsidiary thereof; or

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Exhibit 5.1

LOGO

Teekay Corporation

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton HM 08

Bermuda

Our reference: 25245.50083/US/80548821v2

January 26, 2018

Registration Statement on Form F-3 – Exhibit 5.1 Opinion

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Teekay Corporation, a Marshall Islands corporation (the “Company”), in connection with the proposed issuance and sale by the Company of up to 11,500,000 common shares of the Company, par value $0.001 per share (the “Shares”), as described in the Company’s registration statement on Form F-3 (File No. 333-221806) filed with the U.S. Securities and Exchange Commission on November 29, 2017 and declared effective on January 12, 2018 (the “Registration Statement”), the preliminary prospectus supplement dated January 23, 2018 to the base prospectus dated January 12, 2018 (the “Base Prospectus”) and the prospectus supplement dated January 24, 2018 to the base prospectus dated January 12, 2018 relating to the offering of the Shares (the “Prospectus Supplement”). The Shares are to be issued pursuant to an Underwriting Agreement, dated January 24, 2018 (the “Underwriting Agreement”), between the Company and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named therein.

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement;

(ii)	the Base Prospectus;

(iii)

the Prospectus Supplement;

(iv)	the Underwriting Agreement; and

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(v)	such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary.

In such examination, we have assumed: (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct, and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion, we have also assumed:

(i)

that the issuance and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement, Base Prospectus, the Prospectus Supplement, the Underwriting Agreement and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii)	that the Underwriting Agreement has been duly and validly authorized, executed and delivered by the parties thereto (other than the Company); and

(iii)

the validity and enforceability of the Underwriting Agreement against the parties thereto.

As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates or comparable documents, and the representations and warranties of the Company contained in the Underwriting Agreement. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that when the Shares are issued and delivered after receipt of full payment therefor by the Company in accordance with the terms of the Underwriting Agreement, the Registration Statement, the Base Prospectus and the Prospectus Supplement, the Shares will be validly issued, fully paid and nonassessable.

Page 2

LOGO

We consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Company, the discussion of this opinion in the Registration Statement, and to the references to our firm in the Registration Statement, the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Page 3

Exhibit 8.1

January 26, 2018

Teekay Corporation

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM08

Bermuda

Re: Teekay Corporation Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as counsel to Teekay Corporation , a Republic of the Marshall Islands corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) of a preliminary prospectus supplement dated January 23, 2018 (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated January 24, 2018 (the “Prospectus Supplement”) to that certain registration statement on Form F-3 filed with the Commission on November 29, 2017 (No. 333-221806), as amended (the “Registration Statement”), for the offer and sale of up to 11,500,000 shares of common stock of the Company.

You have requested our opinion regarding certain United States federal income tax considerations that may be relevant to prospective common stockholders. In rendering our opinion, we have examined and relied upon the truth, accuracy, and completeness of the facts, statements and representations contained in (i) the Preliminary Prospectus Supplement, the Prospectus Supplement and the Registration Statement, (ii) the certificate of the Company and certain affiliates of the Company (the “Tax Certificate”), and (iii) such other documents, certificates, records, statements and representations made by the Company as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have not, however, undertaken an independent investigation of any factual matter set forth in any of the foregoing.

In addition, we have assumed, with your permission, (i) that the statements and representations concerning the Company and its operations contained in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement and the statements and representations contained in the Tax Certificate are true, correct and complete and will remain true, correct and complete at all relevant times, (ii) the authenticity of original documents submitted to us and the conformity to the originals of documents submitted to us as copies and (iii) that any statement or representation contained in the Tax Certificate with the qualification “to the knowledge of” or “based on the belief of” or other similar qualification, is true, correct and complete and will remain true, correct and complete at all relevant times, in each case without such qualification.

Based upon the foregoing, and subject to the limitations, qualifications, assumptions and caveats set forth herein and in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement, we hereby confirm, as of the date hereof, our opinions set forth in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement under the heading “Material United States Federal Income Tax Considerations.”

January 26, 2018

Page 2

This opinion addresses only the matters of United States federal income taxation specifically described under the heading “Material United States Federal Income Tax Considerations” in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement. This opinion does not address any other United States federal tax consequences or any state, local or foreign tax consequences that may be relevant to prospective common stockholders.

We hereby consent to the discussion of this opinion in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement, to the filing of this opinion as an exhibit to a report on Form 6-K of the Company, to the incorporation by reference of this opinion into the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement and to the use of our name under the captions “Risk Factors,” “Legal Matters” and “Material United States Federal Income Tax Considerations” in the Preliminary Prospectus Supplement, the Prospectus Supplement, and the Registration Statement . In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Preliminary Prospectus Supplement, the Prospectus Supplement, or the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Perkins Coie LLP

Perkins Coie LLP

Exhibit 8.2

LOGO

Teekay Corporation

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton HM 08

Bermuda

Our reference: 25245.50083/US/80548822v2

January 26, 2018

Registration Statement on Form F-3 – Exhibit 8.2 Opinion

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Teekay Corporation, a Marshall Islands corporation (the “Company”), in connection with the proposed issuance and sale by the Company of common shares of the Company, par value $0.001 per share, as described in the Company’s registration statement on Form F-3 (File No. 333-221806) filed with the U.S. Securities and Exchange Commission on November 29, 2017 and declared effective on January 12, 2018 (the “Registration Statement”), the preliminary prospectus supplement dated January 23, 2018 to the base prospectus dated January 12, 2018 (the “Base Prospectus”) and the prospectus supplement dated January 24, 2018 to the base prospectus dated January 12, 2018 relating to the offering of the Shares (the “Prospectus Supplement”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement;

(ii)	the Base Prospectus;

(iii)

the Prospectus Supplement; and

(iv)	such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and other affiliates of the Company as we have deemed relevant and necessary.

LOGO

Based on the facts as set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we hereby confirm that we have reviewed the discussion set forth in the Prospectus Supplement under the caption “Non-United States Tax Considerations” and we confirm that the statements in such discussion, to the extent they constitute legal conclusions, unless otherwise noted, are the opinion of Watson Farley & Williams LLP with respect to Marshall Islands tax consequences as of the date of the Prospectus Supplement (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion).

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Page 2

Exhibit 10.1

Execution Version

$125,000,000

TEEKAY CORPORATION

5.000% Convertible Senior Notes due 2023

PURCHASE AGREEMENT

January 24, 2018

Morgan Stanley & Co. LLC

J. P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

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”) $125,000,000 principal amount of its 5.000% Convertible Senior Notes due 2023 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of January 26, 2018 (the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 5.000% Convertible Senior Notes due 2023 (the “Additional Securities”) if and to the extent that you, as representatives of the Initial Purchasers (the “Representatives”), shall have determined to exercise, on behalf of the Initial Purchasers, the right to purchase such 5.000% Convertible Senior Notes due 2023 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be convertible into shares of common stock, par value $0.001 per share, of the Company (the “Underlying Securities”).

The Company is conducting a public offering concurrently with the offering of the Securities (the “Concurrent Common Stock Offering”), pursuant to which the Company proposes to issue and sell to certain underwriters 10,000,000 shares of common stock, par value $0.001 per share, of the Company (or up to 11,500,000 shares if the underwriters thereof exercise in full their option to purchase additional shares). The Concurrent Common Stock Offering and the offering of the Securities are not contingent on one another.

The Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act.

In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (the “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 and the Underlying 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 the Preliminary Memorandum or the Final Memorandum; and “Time of Sale Memorandum” means the 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 the 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. The Company 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 the 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 4) and any Option Closing Date (as defined in Section 2), as the case may be, 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 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 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 and any Option Closing Date, as the case may be, 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 the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum 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 has 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 any Option Closing Date, as the case may be, and to conduct its business in all material respects as described in the Time of Sale Memorandum and the Final Memorandum.

(d) The Securities. The Securities 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 Underlying Securities. The Underlying Securities issuable upon conversion of the Securities have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be (i) validly issued, (ii) not subject to any preemptive right, resale right, right of first refusal or similar right, (iii) fully paid and nonassessable and (iv) will conform to the description thereof in the Time of Sale Memorandum and the Final Memorandum.

(f) Ownership of Teekay Holdings. The Company directly owns 100% of the equity interests in Teekay Holdings Limited, a Bermuda company (“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”).

(g) 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) 51% 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, except for the option by Brookfield TK TOGP L.P. to acquire, subject to certain conditions, an additional 2% membership interest in TOO GP.

(h) 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). 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); 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 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).

(i) 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 Limited, the lenders party thereto, Citibank, N.A., as administrative agent, and the Company, as amended (the “Margin Loan Agreement”).

(ii) 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 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.

(j) 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.

(ii) TOO owns a 100% membership interest in Teekay Offshore Holdings L.L.C., a Marshall Islands limited liability company (“Teekay Offshore Holdings”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Teekay Offshore Holdings, as amended on or prior to the date hereof (the “Teekay Offshore Holdings LLC Agreement”), and is fully paid (to the extent required under the Teekay Offshore Holdings 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 Teekay Offshore Holdings LLC Agreement); and TOO 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.

(iii) Teekay Offshore Holdings indirectly owns a 100% membership interest in Teekay Offshore Operating GP L.L.C., a Marshall Islands limited liability company (“OLP GP”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of OLP GP, as amended on or prior to the date hereof (“OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP 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 OLP GP LLC Agreement); and Teekay Offshore Holdings 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. Teekay Offshore Holdings indirectly owns a 99.09% limited partner interest in Teekay Offshore Operating L.P., a Marshall Islands limited partnership (“TOO Operating Company”); and OLP GP directly owns a 0.91% general partner interest in TOO Operating Company. All such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of TOO Operating Company, as amended or restated on or prior to the date hereof (the “TOO Operating Company Partnership Agreement”), and are fully paid (to the extent required under the TOO Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may be provided in the TOO Operating Company Partnership Agreement); and Teekay Offshore Holdings and OLP GP, respectively, own such partner 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.

(k) 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) TOO, Teekay Offshore Holdings and TOO Operating Company own, directly or indirectly, the equity interests in each of the entities set forth in Schedule III-B (the “TOO Operating Subsidiaries”) as described on Schedule III-B; such equity interests have been duly authorized and validly issued in accordance with the respective organizational documents of each TOO Operating Subsidiary, as amended or restated on

or prior to the date hereof (the “TOO Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the TOO 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 TOO Operating Subsidiary and except as may be provided in the TOO Operating Subsidiaries’ Organizational Documents); and TOO and TOO Operating Company, as applicable, own 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) Tankers owns, directly or indirectly, 100% of the equity interests in each of the entities set forth in Schedule III-C (the “Tankers 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 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.

(iv) The Company owns, directly or indirectly, the equity interests in each of the entities set forth in Schedule III-D (the “Company Operating Subsidiaries”) as described on Schedule III-D; 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.

(l) No Other Subsidiaries. Other than its interests in (i) Teekay Holdings, (ii) Teekay Finance Limited (iii) TGP GP, (iv) TOO GP, (v) TGP, (vi) TOO, (vii) Tankers, (viii) TGP Operating Company, (ix) Teekay Offshore Holdings, (x) TOO Operating Company, (xi) OLP GP, (xii) the TGP Operating Subsidiaries, (xiii) the TOO Operating Subsidiaries, (xiv) the Tankers Operating Subsidiaries and (xv) the Company Operating Subsidiaries ((i) through (xv), collectively, the “Operating Subsidiaries”), 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.

(m) 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 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 knowledge, any equity interests in any Operating Subsidiary.

(n) 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, together with any shares of common stock issued in the Concurrent Common Stock Offering, as adjusted for any equity awards granted under 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.

(o) Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action 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.

(p) Execution and Delivery of this Agreement. This Agreement has been duly authorized, validly executed and delivered by the Company.

(q) The Indenture. The Indenture has been duly authorized by the Company 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 enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.

(r) 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.

(s) No Conflicts. None of the offering, issuance and sale by the Company of the Securities (including the issuance of the Underlying Securities upon conversion thereof), the execution, delivery and performance of the Transaction Documents by the Company, the consummation of the transactions contemplated thereby, or 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, (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.

(t) 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 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 (including the issuance of the Underlying Securities upon conversion thereof), the execution, delivery and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents.

(u) 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, 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.

(v) 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, 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.

(w) 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.

(x) 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.

(y) Transfer Taxes. 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 or the consummation of the transactions contemplated by this Agreement.

(z) 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. Each Operating Subsidiary identified on Annex A is the owner, lessee or charterer, as indicated, of the vessel set forth opposite its name 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.

(aa) 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.

(bb) 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 permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such permits contains any restriction that is materially burdensome to the Teekay Entities, taken as a whole.

(cc) Insurance. Except as set forth in the Time of Sale Memorandum and the Final Memorandum, the Teekay Entities are insured by insurers of recognized financial responsibility covering against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring the Teekay Entities or their respective businesses, assets, employees, officers and directors are in full force and effect; the Teekay Entities are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by any of the Teekay Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Teekay Entities has been refused any insurance coverage sought or applied for; and the Company believes that each of the Teekay Entities will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(dd) Litigation. There is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened, to which any of the Teekay Entities is or could reasonably be expected to be made a party or to which the business or property of any of the Teekay Entities is or could reasonably be expected to be made subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency or, to the knowledge of the Company, that has been proposed by any governmental agency, and (iii) no injunction, restraining order or order of any nature issued by a Federal or state court or foreign court of competent jurisdiction to which any of the Teekay Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, (A) could reasonably be expected to (1) individually or in the aggregate have a Material Adverse Effect, except as set forth in the Time of Sale Memorandum and the Final Memorandum, or (2) prevent or result in the suspension of the offering and issuance of the Securities, or (B) questions the validity of the Transaction Documents.

(ee) Summaries. The statements in the Time of Sale Memorandum and the Final Memorandum under the headings “Material United States Federal Income Tax Considerations” and “Non-United States Tax Considerations,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries, in all material respects, of such legal matters, agreements, documents or proceedings.

(ff) Certain Relationships and Related Transactions. No relationship, direct or indirect, exists between or among any Teekay Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Teekay Entity on the other hand that would be required to be described in a registration statement on Form F-3 to be filed with the Commission that is not so described in the Time of Sale Memorandum and the Final Memorandum. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by any Teekay Entity to or for the benefit of any of the officers, directors or managers of any Teekay Entity or their respective family members, except as disclosed in the Time of Sale Memorandum and the Final Memorandum. No Teekay Entity has, in violation of the Sarbanes-Oxley Act of 2002, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of any Teekay Entity.

(gg) Sarbanes-Oxley Act of 2002. The Teekay Entities are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission and the New York Stock Exchange (“NYSE”) that are effective and applicable to the Company.

(hh) Internal Controls. Each of the Teekay Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Teekay Entities’ “internal controls over financial reporting” (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) are effective and none of the Teekay Entities is aware of any material weakness in their internal controls over financial reporting.

(ii) Disclosure Controls. The Teekay Entities maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

(jj) No Labor Dispute. No labor problem or dispute with the employees of the Teekay Entities exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that, in each case, could reasonably be expected to have a Material Adverse Effect.

(kk) Tax Returns. Each of the Teekay Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file could not reasonably be expected to have a Material Adverse Effect or as set forth in the Time of Sale Memorandum and the Final Memorandum) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as could not reasonably be expected to have a Material Adverse Effect.

(ll) Environmental Compliance. Except as described in the Time of Sale Memorandum and the Final Memorandum, each Teekay Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, (iii) has not received notice of any actual or potential liability under any environmental law, and (iv) is not a party to or affected by any pending or, to the knowledge of the Company, threatened action, suit or proceeding, is not bound by any judgment, decree or order, and has not entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials, except where such noncompliance, deviation, violation, release or cleanup from that described in (i) - (iv) above could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Teekay Entities has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). The term “Hazardous Materials” means (A) any “hazardous substance” as defined in CERCLA, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

(mm) Effect of Environmental Laws. In the ordinary course of its business, each Teekay Entity periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, each Teekay Entity has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

(nn) Intellectual Property. Each of the Teekay Entities owns or possesses rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, technology, know-how

and other intellectual property necessary for the conduct of their respective businesses, except where the failure to possess such rights could not reasonably be expected to have a Material Adverse Effect, and the Company believes that the conduct by the Teekay Entities of their respective businesses will not conflict with, and the Teekay Entities have not received any notice of any claim of conflict with, any such rights of others.

(oo) Investment Company. None of the Teekay Entities is now, and after the sale of the Securities to be sold by the Company hereunder and application of the net proceeds from such sale as described in the Time of Sale Memorandum and the Final Memorandum under the caption “Use of Proceeds” and after giving effect to the offering will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”).

(pp) Passive Foreign Investment Company. To the knowledge of the Company, none of the Teekay Entities is a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”).

(qq) Foreign Corrupt Practices Act. No Teekay Entity, nor any director, officer, or employee, nor, to the knowledge of the Company, any affiliate, agent or representative of the Teekay Entities, has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (such act, including the rules and regulations thereunder, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Teekay Entities have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

(rr) Sanctions Laws and Regulations. Neither the sale of the Securities by the Company hereunder nor the use of the proceeds thereof will cause any U.S. person participating in the offering, either as underwriter and/or purchasers of the Securities, to violate the Trading With the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (all such laws and regulations collectively referred to as the “Sanctions Laws and Regulations”) or any enabling legislation or executive order relating thereto.

(ss) Sanctions Authorities. None of the Teekay Entities is, and, to the knowledge of the Company, no director, officer, agent, employee or affiliate of any of the Teekay Entities is, currently the subject of, or in possession of written notice from a governmental authority asserting that it may become the subject of, any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority; and the Teekay Entities will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (“Person”), for the purpose of financing the activities of or with any Person, or in any country or territory that, at the time of such funding or facilitation, is the subject of any sanctions administered or enforced by such authorities, in each case in a manner that violates any Sanctions Laws and Regulations.

(tt) Money Laundering Laws. The operations of the Teekay Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Teekay Entities with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(uu) Brokers. Except as described in the Time of Sale Memorandum and the Final Memorandum, there are no contracts, agreements or understandings between any Teekay Entity and any person that would give rise to a valid claim against any Teekay Entity or the Initial Purchasers for a brokerage commission, finder’s fee or other like payment in connection with any of the transactions contemplated by this Agreement.

(vv) Market Stabilization. None of the Teekay Entities has taken, and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(ww) No Restrictions on Subsidiaries. Except (i) as provided in the credit and loan agreements described in the Time of Sale Memorandum and the Final Memorandum (including an undertaking of TOO that, until TOO repays amounts outstanding under its Norwegian Kroner bonds due in 2018, (A) TOO will not pay distributions to the Company, or any of its affiliates, including TOO GP, in cash, and (B) TOO will not pay any distributions in cash unless it matches or exceeds the amount of cash paid by proceeds raised through the issuance of additional equity in advance of, or within six months following, the payment of such distributions) and by Section 51 of the Marshall Islands Limited Partnership Act, Section 40 of the Marshall Islands Limited Liability Company Act of 1996 and Sections 43 and 44 of the Marshall Islands Business Corporations Act, (ii) as otherwise mandated by the laws of the Operating Subsidiaries’

jurisdiction of formation or (iii) as provided in the organizational documents of non-wholly owned Operating Subsidiaries (or any shareholder agreements between the shareholders of such Operating Subsidiaries) no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(xx) Statistical and Market Data. The statistical and market-related data included in the Time of Sale Memorandum and the Final Memorandum are based on or derived from sources which the Company believes to be reliable and accurate in all material respects.

(yy) XBRL Information. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Time of Sale Memorandum and the Final Memorandum fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(zz) Rule 144A Eligibility. On the Closing Date and the Option Closing Date, as the case may be, the Securities will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Memorandum and the Final Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

(aaa) No General Solicitation. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D (“General Solicitation”) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

(bbb) Securities Laws Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 7 and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Memorandum and the Final Memorandum, to register the Securities under the Securities Act or the qualify the Indenture under the Trust Indenture Act.

(ccc) Immunity. Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from

any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Marshall Islands. The irrevocable and unconditional waiver and agreement of the Company contained in Section 16 not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of the Marshall Islands.

(ddd) Certificates. Any certificate signed by an officer of any Teekay Entity and delivered to the Initial Purchasers or to counsel for the Initial Purchasers in connection with the closing of the transaction contemplated by this Agreement shall be deemed a representation and warranty by such Teekay Entity, as to matters covered thereby, to each Initial Purchaser.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at a purchase price of 96.75% of the principal amount thereof (the “Purchase Price”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Securities, and the Initial Purchasers shall have the right to purchase, severally and not jointly, up to $25,000,000 principal amount of Additional Securities at the Purchase Price plus accrued interest, if any, to the date of payment and delivery. You may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Securities (subject to such adjustments to eliminate fractional Securities as you may determine) that bears the same proportion to the total principal amount of Additional Securities to be purchased on such Option Closing Date as the principal amount of Firm Securities set forth in Schedule I opposite the name of such Initial Purchaser bears to the total principal amount of Firm Securities.

3. Terms of Offering. You have advised the Company that the Initial Purchasers will make an offering of the Securities purchased by the Initial Purchasers hereunder as soon as practicable after this Agreement is entered into as in your judgment is advisable.

4. Payment and Delivery. Payment for the Firm Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on January 26, 2018, or at such other time on the same or such other date, not later than January 31, 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than March 5, 2018, as shall be designated in writing by you.

The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and delivery.

5. Conditions to the Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase and pay for the Firm Securities on the Closing Date are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii) there shall not have been a material adverse effect on the general affairs, condition (financial or otherwise), results of operations, business, properties, assets or prospects of the Teekay Entities, taken as a whole, whether or not arising from transactions in the ordinary course of

business, except as set forth in or contemplated in the Time of Sale Memorandum (exclusive of any supplement thereto) or the Final Memorandum (exclusive of any supplement thereto).

(b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Initial Purchasers shall have received on the Closing Date an opinion of Perkins Coie LLP, counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein.

(d) The Initial Purchasers shall have received on the Closing Date an opinion of Watson Farley & Williams LLP, special regulatory and Marshall Islands counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein.

(e) The Initial Purchasers shall have received on the Closing Date:

(i) An opinion of Thommessen Krefting Greve Lund AS, Norwegian counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(ii) An opinion of Alexanders, Bermuda counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(iii) An opinion of Wong Tan & Molly Lin LLC, Singapore counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(iv) An opinion of Watson Farley & Williams LLP, English counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(f) The Initial Purchasers shall have received on the Closing Date an opinion of Vinson & Elkins L.L.P., counsel for the Initial Purchasers, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(g) The Initial Purchasers shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Memorandum and the Final Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(h) The “lock-up” agreements, each substantially in the form of Annex C hereto, between you and those certain shareholders, officers and directors of the Company named in Schedule IV relating to sales and certain other dispositions of shares of common stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

(i) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time of Sale Memorandum (exclusive of any supplement thereto) and the Final Memorandum (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the general affairs, management, condition (financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of operations, business, properties, assets or prospects of the Teekay Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in Time of Sale Memorandum and the Final Memorandum (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Time of Sale Memorandum (exclusive of any supplement thereto) and the Final Memorandum (exclusive of any supplement thereto).

(j) The several obligations of the Initial Purchasers to purchase Additional Securities hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Option Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the delivery to you on the applicable Option Closing Date of the following:

(i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion of Perkins Coie LLP, counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof;

(iii) an opinion of Watson Farley & Williams LLP, special regulatory and Marshall Islands counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

(iv) an opinion of Thommessen Krefting Greve Lund AS, Norwegian counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e)(i) hereof;

(v) an opinion of Alexanders, Bermuda counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e)(ii) hereof;

(vi) an opinion of Wong Tan & Molly Lin LLC, Singapore counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e)(iii) hereof;

(vii) an opinion of Watson Farley & Williams LLP, English counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e)(iv) hereof;

(viii) an opinion of Vinson & Elkins L.L.P., counsel for the Initial Purchasers, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof;

(ix) a letter dated the Option Closing Date, in form and substance satisfactory to the Initial Purchasers, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Initial Purchasers pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and

(x) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization, execution and authentication of the Additional Securities to be sold on such Option Closing Date and other matters related to the execution and authentication of such Additional Securities.

6. Covenants of the Company. The Company covenants with each Initial Purchaser as follows:

(a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.

(b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object.

(c) To furnish to you a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Additional Written Offering Communication to which you reasonably object.

(d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, subject to compliance with paragraph (b) above, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law.

(e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial

Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, subject to compliance with paragraph (b) above, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law.

(f) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.

(g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Company and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and

expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

(h) Neither the Company nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.

(i) While any of the Securities or the Underlying Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.

(j) The Company will reserve and keep available at all times, free of pre-emptive rights, shares of common stock for purposes of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities. The Company will use its best efforts to cause the Underlying Securities to be listed on the NYSE.

(k) During the period of one year after the Closing Date or any Option Closing Date, if later, the Company will not be, nor will it become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(l) During the period of six months after the Closing Date or any Option Closing Date, if later, the Company will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to, resell any of the Securities or the Underlying Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them.

(m) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

(n) The Company shall pay, and shall indemnify and hold the Initial Purchasers harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of the Marshall Islands or any political sub-division or taxing authority thereof or therein that is

payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the creation, allotment and issuance of the Securities, (iii) the sale and delivery of the Securities to the Initial Purchasers or purchasers procured by the Initial Purchasers, or (iv) the resale and delivery of the Securities by the Initial Purchasers in the manner contemplated herein.

The Company also agrees that, during a period of 60 days from the date of this Agreement, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise transfer or dispose of, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of common stock or such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of the Securities hereunder to the Initial Purchasers, (b) the conversion of such Securities, (c) the shares of common stock to be sold pursuant to the Concurrent Common Stock Offering, or (d) grants by the Company of stock options, restricted stock units and/or performance share units relating to shares of common stock under the Company’s 2013 Equity Incentive Plan described in the Time of Sale Memorandum and the Final Memorandum, as amended from time to time.

7. Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, and (ii) it will sell such Securities only to persons that it reasonably believes to be QIBs.

(b) The Company agrees that the Initial Purchasers may provide copies of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum and any other agreements or documents relating thereto (other than any letters delivered by KPMG LLP pursuant to Section 5 hereof), including without limitation, the Indenture, to Xtract Research LLC (“Xtract”), following completion of the offering, for inclusion in an online research service sponsored by Xtract, access to which shall be restricted by Xtract to QIBs.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, agents and affiliates of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Securities Act or the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based on by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Company, any General Solicitation made by the Company, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are arising out of or based on by any such untrue statement or omission or alleged untrue statement or omission 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) Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly for use in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication set forth in Schedule II hereto, road show, the Final Memorandum or any amendment or supplement thereto. The Initial Purchasers confirm and the Company acknowledges that the statements set forth in the tenth paragraph under the heading “Plan of Distribution” in the Preliminary Memorandum and the Final Memorandum constitute the only information concerning the Initial Purchasers furnished in writing to the Company through the Representatives by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication set forth in Schedule II hereto, road show, the Final Memorandum or any amendment or supplement thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the

retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The

relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total discounts and commissions received by the Initial Purchasers bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and of the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

(e) The Company and the Initial Purchasers agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser, the directors, officers, employees, agents and affiliates of any Initial Purchaser and any person who controls any Initial Purchaser within the meaning of either the Securities Act or the Exchange Act or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

9. Termination. The Initial Purchasers may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or other relevant exchanges, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State or relevant foreign country authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Memorandum or the Final Memorandum.

10. Effectiveness; Defaulting Initial Purchasers. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Firm Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Firm Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Time of Sale Memorandum, the Final Memorandum or in any other documents or arrangements may be effected. If, on an Option Closing Date, any

Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Initial Purchasers shall have the option to (a) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (b) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchasers would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, because of any termination pursuant to Section 9 hereof or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Initial Purchasers with respect to the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company acknowledges that in connection with the offering of the Securities: (i) the Initial Purchasers have acted at arms’ length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Initial Purchasers owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement) if any, and (iii) the Initial Purchasers may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Initial Purchasers shall be delivered, mailed or sent to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Convertible Debt Syndicate Desk, with a copy to the Legal Department and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; and if to the Company shall be delivered, mailed or sent to Teekay Corporation, 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda, Attn. Corporate Secretary (fax no. 441-292-3931) with a copy to Perkins Coie LLP, 1120 N.W. Couch Street, 10th Floor, Portland, Oregon 97209-4128, Attn: David Matheson (fax no. 503-346-2008).

16. Judicial Proceedings.

(a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Puglisi & Associates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

(and only to the extent that) the Initial Purchasers may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Initial Purchasers hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Initial Purchasers against such loss. If the United States dollars so purchased are greater than the sum originally due to the Initial Purchasers hereunder, the Initial Pruchasers agree to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Initial Purchasers hereunder.

17. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.

18. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 6(g), 8 and 10 hereof shall survive the termination or cancellation of this Agreement.


Very truly yours,

Teekay Corporation

By:		/s/ Kenneth Hvid
		Name: Kenneth Hvid
		Title: President & CEO

Accepted as of the date hereof

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Acting severally on behalf of themselves and the

several Initial Purchasers named in

Schedule I hereto.



By:		Morgan Stanley & Co. LLC

By:		/s/ Charles Leisure
		Name: Charles Leisure
		Title: Vice President




By:		J.P. Morgan Securities LLC

By:		/s/ Kevin Cheng
		Name: Kevin Cheng
		Title: Vice President

SCHEDULE I


Initial Purchaser	Principal Amount of Firm Securities to be Purchased
Morgan Stanley & Co. LLC	$	53,846,000
J.P. Morgan Securities LLC	$	53,846,000
Citigroup Global Markets Inc.	$	8,654,000
Credit Suisse Securities (USA) LLC	$	8,654,000
Total:	$	125,000,000

I-1

SCHEDULE II

Permitted Communications

Time of Sale Memorandum

1.	Preliminary Memorandum issued January 23, 2018

2.	Pricing Term Sheet attached hereto as Annex B

Permitted Additional Written Offering Communications

Each electronic “road show” as defined in Rule 433(h) furnished to the Initial Purchasers prior to use that the Initial Purchasers and Company have agreed may be used in connection with the offering of the Securities

Pricing Term Sheet attached hereto as Annex B

II-1

Schedule III-A

TGP OPERATING SUBSIDIARIES


	Company Name	Country

1.	African Spirit L.L.C.	Marshall Islands

2.	Al Areesh Inc.	Marshall Islands

3.	Al Areesh L.L.C.	Marshall Islands

4.	Al Daayen Inc.	Marshall Islands

5.	Al Daayen L.L.C.	Marshall Islands

6.	Al Huwaila Inc.	Marshall Islands

7.	Al Kharsaah Inc.	Marshall Islands

8.	Al Khuwair Inc.	Marshall Islands

9.	Al Marrouna Inc.	Marshall Islands

10.	Al Marrouna L.L.C.	Marshall Islands

11.	Al Shamal Inc.	Marshall Islands

12.	Alexander Spirit L.L.C.	Marshall Islands

13.	Arctic Spirit L.L.C.	Marshall Islands

14.	Asian Spirit L.L.C.	Marshall Islands

15.	Bahrain LNG W.L.L.	Bahrain

16.	Creole Spirit L.L.C.	Marshall Islands

17.	DHJS Hull No. 2007-001 L.L.C.	Marshall Islands

18.	DHJS Hull No. 2007-002 L.L.C.	Marshall Islands

19.	DSME Hull No. 2411 L.L.C.	Marshall Islands

20.	DSME Hull No. 2416 L.L.C.	Marshall Islands

21.	DSME Hull No. 2417 L.L.C.	Marshall Islands

22.	DSME Hull No. 2423 L.L.C.	Marshall Islands

23.	DSME Hull No. 2425 L.L.C.	Marshall Islands

24.	DSME Hull No. 2430 L.L.C.	Marshall Islands

III-A-1



25.	DSME Hull No. 2431 L.L.C.	Marshall Islands

26.	DSME Hull No. 2433 L.L.C.	Marshall Islands

27.	DSME Hull No. 2434 L.L.C.	Marshall Islands

28.	DSME Hull No. 2461 L.L.C.	Marshall Islands

29.	DSME Option Vessel No.1 L.L.C.	Marshall Islands

30.	DSME Option Vessel No.2 L.L.C.	Marshall Islands

31.	DSME Option Vessel No.3 L.L.C.	Marshall Islands

32.	European Spirit L.L.C.	Marshall Islands

33.	Excalibur Shipping Company Limited	Isle of Man

34.	Excelsior B.V.B.A.	Belgium

35.	Exmar Gas Shipping Limited	Hong Kong

36.	Exmar LPG BVBA	Belgium

37.	Exmar Shipping BVBA	Belgium

38.	Good Investment Limited	Hong Kong

39.	H.H.I. Hull No. S856 L.L.C.	Marshall Islands

40.	H.H.I. Hull No. S857 L.L.C.	Marshall Islands

41.	Magellan Spirit ApS	Denmark

42.	MALT LNG Holdings APS	Denmark

43.	Malt LNG Netherlands Holdings B.V.	Netherlands

44.	Malt LNG Transport ApS	Denmark

45.	Malt Singapore Pte Ltd.	Singapore

46.	Membrane Shipping Limited	Marshall Islands

47.	Meridian Spirit ApS	Denmark

48.	Methane Spirit L.L.C.	Marshall Islands

49.	MiNT LNG I, Ltd.	Bahamas

50.	MiNT LNG II, Ltd.	Bahamas

51.	MiNT LNG III, Ltd.	Bahamas

52.	MiNT LNG IV, Ltd.	Bahamas

III-A-2



53.	Nakilat Holdco L.L.C.	Marshall Islands

54.	Naviera Teekay Gas II, S.L.U.	Spain

55.	Naviera Teekay Gas III, S.L.U.	Spain

56.	Naviera Teekay Gas IV, S.L.U.	Spain

57.	Naviera Teekay Gas, S.L.U.	Spain

58.	Oak Spirit L.L.C.	Marshall Islands

59.	Pan Africa LNG Transportation Company Limited	Hong Kong

60.	Pan Americas LNG Transportation Company Limited	Hong Kong

61.	Pan Asia LNG Transportation Company Limited	Hong Kong

62.	Pan Europe LNG Transportation Company Limited	Hong Kong

63.	Polar Spirit L.L.C.	Marshall Islands

64.	SGPC 1 Pte. Ltd.	Singapore

65.	Skaugen Gulf Petchem Carriers B.S.C.	Bahrain

66.	Solaia Shipping L.L.C.	Liberia

67.	Sonoma L.L.C.	Marshall Islands

68.	Taizhou Hull No. WZL 0501 L.L.C.	Marshall Islands

69.	Taizhou Hull No. WZL 0502 L.L.C.	Marshall Islands

70.	Taizhou Hull No. WZL 0503 L.L.C.	Marshall Islands

71.	Tangguh Hiri Finance Limited	United Kingdom

72.	Tangguh Hiri Operating Limited	United Kingdom

73.	Tangguh Sago Finance Limited	United Kingdom

74.	Tangguh Sago Operating Limited	United Kingdom

75.	TC LNG Shipping L.L.C.	Marshall Islands

76.	Teekay BLT Corporation	Marshall Islands

77.	Teekay BLT Finance Corporation	Marshall Islands

78.	Teekay Gas Group Ltd.	Marshall Islands

III-A-3



79.	Teekay II Iberia, S.L.	Spain

80.	Teekay LNG Bahrain Operations L.L.C.	Marshall Islands

81.	Teekay LNG Finance Corp.	Marshall Islands

82.	Teekay LNG Finco L.L.C.	Marshall Islands

83.	Teekay LNG Holdco L.L.C.	Marshall Islands

84.	Teekay LNG Holdings L.P.	United States

85.	Teekay LNG Operating L.L.C.	Marshall Islands

86.	Teekay LNG Project Services L.L.C.	Marshall Islands

87.	Teekay LNG US GP L.L.C.	Marshall Islands

88.	Teekay Luxembourg S.a.r.l.	Luxembourg

89.	Teekay Multigas Malta Limited	Marshall Islands

90.	Teekay Multigas Pool L.L.C.	Marshall Islands

91.	Teekay Nakilat (II) Limited	United Kingdom

92.	Teekay Nakilat (III) Corporation	Marshall Islands

93.	Teekay Nakilat Corporation	Marshall Islands

94.	Teekay Nakilat Holdings (III) Corporation	Marshall Islands

III-A-4



95.	Teekay Nakilat Holdings Corporation	Marshall Islands

96.	Teekay Nakilat Replacement Purchaser L.L.C.	Marshall Islands

97.	Teekay Servicios Maritimos, S.L.	Spain

98.	Teekay Shipping Spain, S.L.	Spain

99.	Teekay Spain, S.L.	Spain

100.	Teekay Tangguh Borrower L.L.C.	Marshall Islands

101.	Teekay Tangguh Holdings Corporation	Marshall Islands

102.	Wilforce L.L.C.	Marshall Islands

103.	Wilpride L.L.C.	Marshall Islands

104.	Zhonghua Hull No. 451 L.L.C.	Marshall Islands

III-A-5

SCHEDULE III-B

TOO OPERATING SUBSIDIARIES

1.	The Partnership directly owns:

(a)

all of the issued and outstanding stock of Teekay Offshore Finance Corp., a Marshall Islands corporation;

(b)

(c)

(d)

a 100% membership interest in Teekay Offshore Holdings;

(e)

a 100% membership interest in Teekay Al Rayyan L.L.C., a Marshall Islands limited liability company; and

(f)

a 0.01% interest in Teekay Piranema Servicos de Petroleo Ltda., a sociedad limitada organized under the laws of Brazil.

2.	Teekay Offshore Holdings directly owns:

(a)

a 100% membership interest in Teekay Shuttle Tankers L.L.C., a Marshall Islands limited liability company (“ShuttleCo”);

(b)

a 100% membership interest in Teekay Hiload LLC, a Marshall Islands limited liability company;

(c)

a 100% membership interest in Gina Krog L.L.C., a Marshall Islands limited liability company;

(d)

100% of the outstanding shares of Gina Krog Offshore Pte. Ltd. , a Singapore corporation, which directly owns 100% of the outstanding stock of Gina Krog AS, a Norwegian corporation;

(e)

a 100% membership interest in Knarr L.L.C., a Marshall Islands limited liability company;

III-B-1

(f)

a 100% membership interest in Clipper L.L.C., a Marshall Islands limited liability company;

(g)

100% of the outstanding stock of Teekay Offshore Group Ltd., a Marshall Islands corporation;

(h)

a 100% membership interest in Pattani Spirit L.L.C., a Marshall Islands limited liability company (“Pattani Spirit”);

(i)

a 100% membership interest in Piranema L.L.C., a Marshall Islands limited liability company;

(j)

a 100% interest in Tiro Sidon L.L.C. , a Marshall Islands limited liability company (“Tiro Sidon”);

(k)

(l)

a 100% membership interest in the Arendal Spirit L.L.C., a Marshall Islands limited liability company;

(m)

a 100% membership interest in Logitel Offshore Rig II L.L.C., a Marshall Islands limited liability company;

(n)

a 100% membership interest in Logitel Offshore Rig III L.L.C., a Marshall Islands limited liability company;

(o)

a 100% membership interest in Logitel Offshore Rig IV L.L.C., a Marshall Islands limited liability company;

(p)

a 100% membership interest in Siri Holdings L.L.C., a Marshall Islands limited liability company (“Siri Holdings”);

(q)

a 100% membership interest in Logitel Offshore L.L.C., a Marshall Islands limited liability company;

(r)

100% of the outstanding shares of Logitel Offshore Pte. Ltd., a Singapore corporation (“Logitel Pte”);

(s)

100% of the outstanding shares of Logitel Offshore Holdings Pte. Ltd., a Singapore corporation;

(t)

a 100% membership interest in Apollo Spirit L.L.C., a Marshall Islands limited liability company (“Apollo Spirit”);

(u)

a 100% membership interest in Petrojarl I L.L.C., a Marshall Islands limited liability company;

III-B-2

(v)

(w)

a 99% interest in TOEH.

3.	Logitel Pte directly owns:

(a)

100% of the outstanding shares of Logitel Offshore Rig I Pte. Ltd., a Singapore corporation; and

(b)

100% of the outstanding shares of Logitel Offshore Rig II Pte. Ltd., a Singapore corporation.

4.	ShuttleCo directly owns:

(a)

a 100% membership interest in Samba Spirit L.L.C., a Marshall Islands limited liability company;

(b)

a 100% membership interest in Lambada Spirit. L.L.C., a Marshall Islands limited liability company;

(c)

a 50% membership interest in Navion Gothenburg L.L.C., a Marshall Islands limited liability company (“Navion Gothenburg”);

(d)

a 100% membership interest in Navion Bergen L.L.C., a Marshall Islands limited liability company (“Navion Bergen”);

(e)

a 100% membership interest in Teekay Shuttle Tanker Finance L.L.C., a Marshall Islands limited liability company (“Teekay Shuttle Tankers”);

(f)

a 100% membership interest in the OLP GP, which owns a 0.91% general partner interest in the Operating Company; and

(g)

a 99.09% limited partner interest in the Operating Company.

5.	Teekay Shuttle Tankers directly owns:

(a)

a 100% membership interest in Bossa Nova Spirit L.L.C., a Marshall Islands limited liability company; and

(b)

a 100% membership interest in Sertanejo Spirit L.L.C., a Marshall Islands limited liability company.

III-B-3

6.	The Operating Company directly owns:

(a)

100% of the outstanding stock of Teekay Nordic Holdings Inc., a Marshall Islands corporation (“Nordic Holdings”);

(b)

100% of the outstanding stock of Norsk Teekay Holdings Ltd., a Marshall Islands corporation (“Norsk Holdings”);

(c)

(d)

a 100% membership interest in Amundsen Spirit L.L.C., a Marshall Islands limited liability company (“Amundsen Spirit”);

(e)

a 100% membership interest in Nansen Spirit L.L.C., a Marshall Islands limited liability company (“Nansen Spirit”);

(f)

a 100% membership interest in Scott Spirit L.L.C., a Marshall Islands limited liability company (“Scott Spirit”); and

(g)

a 100% of membership interest in Peary Spirit L.L.C., a Marshall Islands limited liability company. (“Peary Spirit”).

7.	TOEH directly owns:

(a)

100% of the outstanding stock of Varg Production AS, a Norwegian corporation;

(b)

100% of the outstanding stock of Piranema Production AS, a Norwegian corporation, which directly owns a 99.99% interest in Teekay Piranema Servicios de Petroleo Ltda.;

(c)

(d)

100% of the outstanding stock of Logitel Offshore Holding AS, a Norwegian corporation;

(e)

100% of the outstanding stock of Logitel Offshore Norway AS, a Norwegian corporation;

III-B-4

(f)

(g)

a 99.9% interest in Teekay Petrojarl I Servicos de Petroleo Ltda, a sociedad limitada organized under the laws of Brazil;

(h)

(i)

100% of the outstanding stock of Teekay Knarr AS, a Norwegian corporation;

(j)

(k)

100% of the outstanding stock of Teekay Petrojarl Offshore Crew AS, a Norwegian corporation;

(l)

100% of the stock of Teekay Petrojarl UK Limited, a company organized under the laws of the United Kingdom;

(m)

100% of the outstanding stock of Navion Offshore Loading AS, a Norwegian corporation (“Navion Offshore”);

(n)

100% of the outstanding stock of Teekay Norway HiLoad AS, a Norwegian corporation; and

(o)

(p)

a 50% interest in OOG-TK Libra.

8.	ALP Maritime Services B.V. directly owns 100% of ALP Maritime Contractors B.V., a Dutchco.

9.	ALP Maritime Holding directly owns:

(a)

100% of the outstanding stock of ALP Defender B.V., a Dutchco;

(b)

100% of the outstanding stock of ALP Keeper B.V., a Dutchco;

III-B-5

(c)

100% of the outstanding stock of ALP Striker B.V., a Dutchco; and

(d)

100% of the outstanding stock of ALP Sweeper B.V., a Dutcho.

10.	ALP Towage Holding directly owns:

(a)

100% of the outstanding stock of ALP Guard B.V., a Dutchco;

(b)

100% of the outstanding stock of ALP Winger B.V., a Dutchco;

(c)

100% of the outstanding stock of ALP Centre B.V., a Dutchco;

(d)

100% of the outstanding stock of ALP Forward B.V., a Dutchco;

(e)

100% of the outstanding stock of ALP Ace B.V., a Dutchco; and

(f)

100% of the outstanding stock of ALP Ippon B.V., a Dutchco.

11.	OOG-TK Libra directly owns:

(a)

(b)

a 99.9% interest in OOG-TK Producao.

12.	Nordic Holdings directly owns:

(a)

a 50% partnership interest in Partrederiet Stena Ugland Shuttle Tankers III DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway) (“Stena Natalita”);

(b)

a 50% membership interest in Stena Spirit L.L.C., an Isle of Man limited liability company (“Stena Spirit”);

(c)

a 50% membership interest in Nordic Rio L.L.C., a Marshall Islands limited liability company (“Nordic Rio”);

13.	Apollo Spirit directly owns an 89% membership interest in KS Apollo Spirit, a Norwegian limited partnership (“KS Apollo Spirit”).

14.

III-B-6

15.	Norsk Teekay directly owns:

(a)

100% of the outstanding stock of Teekay Norway AS, a Norwegian corporation (“Teekay Norway”).

16.	Teekay Norway directly owns:

(a)

100% of the outstanding stock of Ugland Nordic Shipping AS, a Norwegian corporation (“Ugland Nordic”);

(b)

100% of the outstanding stock of Navion Bergen AS, a Norwegian corporation (“Bergen AS”);

(c)

100% of the outstanding stock of Navion Gothenburg AS, a Norwegian corporation (“Gothenburg AS”);

(d)

(e)

100% of the outstanding stock of Teekay SHI Hull No. 2241 AS, a Norwegian corporation (“SHI Hull No. 2241”);

(f)

100% of the outstanding stock of Teekay SHI Hull No. 2242 AS, a Norwegian corporation (“SHI Hull No. 2242”);

(g)

100% of the outstanding stock of Teekay SHI Hull No. 2256 AS, a Norwegian corporation (“SHI Hull No. 2256”); and

(h)

100% of the outstanding stock of Teekay SHI Hull No. 2257 AS, a Norwegian corporation (“SHI Hull No. 2257”).

17.	Ugland Nordic directly owns:

(a)

a 50% interest in Partrederiet Stena Ugland Shuttle Tankers II DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway); and

(b)

a 50% interest in Partrederiet Stena Ugland Shuttle Tankers I DA, a Norwegian shipping partnership regulated under the Marine Act of 1994 (Norway).

III-B-7

18.	Siri Holdings directly owns:

(a)

a 100% membership interest in TPO Siri LLC, a Marshall Islands limited liability company; and

(b)

a 99% interest in Petrojarl Producao.

19.	Tiro Sidon directly owns:

(a)

a 1% partnership interest in Tiro Sidon UK L.L.P., a limited liability partnership incorporated in England and Wales (“Tiro Sidon UK”);

(b)

a 100% membership interest in Tiro Sidon Holdings L.L.C., a Marshall Islands limited liability company, which directly owns a 99% partnership interest in Tiro Sidon UK; and

(c)

a 50% interest in OOG-TKP Oil Services, Ltd., a company organized under the laws of the Cayman Islands.

20.	Tiro Sidon UK directly owns:

(a)

(b)

21.	OOG-TKP Operator directly owns 0.1% of OOG-TKP Producao.

22.	Navion Offshore directly owns:

(a)

(b)

100% of the outstanding stock of Teekay Shipping Norway (Marine HR) AS, a Norwegian corporation;

(c)

100% of the outstanding stock of Teekay Offshore Crewing AS, a Norwegian corporation;

III-B-8

(d)

99.9999% of the outstanding stock of Teekay do Brasil; and

(e)

100% of the outstanding stock of Teekay Shipping Partners Holding AS, a Norwegian corporation.

III-B-9

SCHEDULE III-C

TANKERS OPERATING SUBSIDIARIES


	Company Name	Country Name

1.	Americas Spirit L.L.C.	Marshall Islands

2.	Ashkini Spirit L.L.C.	Marshall Islands

3.	Athens Spirit L.L.C.	Marshall Islands

4.	Atlanta Spirit L.L.C.	Marshall Islands

5.	Australian Spirit L.L.C.	Marshall Islands

6.	Axel Spirit L.L.C.	Marshall Islands

7.	Barcelona Spirit L.L.C.	Marshall Islands

8.	Beijing Spirit L.L.C.	Marshall Islands

9.	Dilong Spirit L.L.C.	Marshall Islands

10.	Donegal Spirit L.L.C.	Marshall Islands

11.	Erik Spirit L.L.C.	Marshall Islands

12.	Esther Spirit L.L.C.	Marshall Islands

13.	Everest Spirit Holding L.L.C.	Marshall Islands

14.	Explorer Spirit L.L.C.	Marshall Islands

15.	Freeport Landholdings LLC	United States

16.	Galway Spirit L.L.C.	Marshall Islands

17.	Ganges Spirit LLC	Marshall Islands

18.	Gemini Tankers LLC	United States

19.	Godavari Spirit L.L.C.	Marshall Islands

20.	Halo Fenders L.L.C.	Marshall Islands

21.	Helga Spirit L.L.C.	Marshall Islands

22.	High-Q Investments Limited	Hong Kong

23.	Hugli Spirit L.L.C.	Marshall Islands

24.	Iskmati Spirit L.L.C.	Marshall Islands

III-C-1



25.	Jiaolong Spirit L.L.C.	Marshall Islands

26.	Kanata Spirit Holding L.L.C.	Marshall Islands

27.	Kareela Spirit Holding L.L.C.	Marshall Islands

28.	Kaveri Spirit L.L.C.	Marshall Islands

29.	Kyeema Spirit Holding L.L.C.	Marshall Islands

30.	Limerick Spirit L.L.C.	Marshall Islands

31.	London Spirit L.L.C.	Marshall Islands

32.	Los Angeles Spirit L.L.C.	Marshall Islands

33.	Matterhorn Spirit L.L.C.	Marshall Islands

34.	Montreal Spirit L.L.C.	Marshall Islands

35.	Moscow Spirit L.L.C.	Marshall Islands

36.	Narmada Spirit L.L.C.	Marshall Islands

37.	Navigator Spirit L.L.C.	Marshall Islands

38.	Pinnacle Spirit L.L.C.	Marshall Islands

39.	Rio Spirit L.L.C.	Marshall Islands

40.	Seoul Spirit L.L.C.	Marshall Islands

41.	Shenlong Spirit L.L.C.	Marshall Islands

42.	SPT Marine Transfer Services Ltd.	Bermuda

43.	STX Hull No. S1672 L.L.C.	Marshall Islands

44.	STX Hull No. S1673 L.L.C.	Marshall Islands

45.	STX Hull No. S1674 L.L.C.	Marshall Islands

46.	STX Hull No. S1675 L.L.C.	Marshall Islands

47.	Summit Spirit L.L.C.	Marshall Islands

48.	Sydney Spirit L.L.C.	Marshall Islands

49.	T.I.L. Holdings Limited	Marshall Islands

50.	T.I.L. I L.L.C.	Marshall Islands

51.	T.I.L. II L.L.C.	Marshall Islands

52.	T.I.L. III L.L.C.	Marshall Islands

III-C-2



53.	T.I.L. IV L.L.C.	Marshall Islands

54.	T.I.L. IX L.L.C.	Marshall Islands

55.	T.I.L. V L.L.C.	Marshall Islands

56.	T.I.L. VI L.L.C.	Marshall Islands

57.	T.I.L. VII L.L.C.	Marshall Islands

58.	T.I.L. VIII L.L.C.	Marshall Islands

59.	T.I.L. X L.L.C.	Marshall Islands

60.	T.I.L. XI L.L.C.	Marshall Islands

61.	T.I.L. XII L.L.C.	Marshall Islands

62.	T.I.L. XIII L.L.C.	Marshall Islands

63.	T.I.L. XIV L.L.C.	Marshall Islands

64.	Tanker Investments Ltd.	Marshall Islands

65.	Taurus Tankers L.L.C.	Marshall Islands

66.	Teekay Chartering Limited	Marshall Islands

67.	Teekay Guardian L.L.C.	Marshall Islands

68.	Teekay Marine (Singapore) Pte. Ltd.	Singapore

69.	Teekay Marine Holdings Limited	Marshall Islands

70.	Teekay Marine Ltd	Marshall Islands

71.	Teekay Marine Solutions (Bermuda) Ltd.	Bermuda

72.	Teekay Marine Solutions Inc.	United States

73.	Teekay Marine Solutions Ltd	United Kingdom

74.	Teekay Tanker Operations Ltd.	Marshall Islands

75.	Teekay Tankers Chartering L.L.C.	Marshall Islands

76.	Teekay Tankers Holdings Limited	Marshall Islands

77.	Teekay Tankers HZ Hull No. H-1586 L.L.C.	Marshall Islands

78.	Teekay Tankers HZ Hull No. H-1587 L.L.C.	Marshall Islands

79.	Teekay Tankers HZ Hull No. H-1592 L.L.C.	Marshall Islands

III-C-3



80.	Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands

81.	Teekay Tankers TS Hull No. S-1415 L.L.C.	Marshall Islands

82.	Teekay Workboats LLC	United States

83.	Teesta Spirit L.L.C.	Marshall Islands

84.	Tianlong Spirit L.L.C.	Marshall Islands

85.	Tokyo Spirit L.L.C.	Marshall Islands

86.	VLCC A Investment L.L.C.	Marshall Islands

87.	VLCC B Investment L.L.C.	Marshall Islands

88.	Yamuna Spirit L.L.C.	Marshall Islands

89.	Zenith Spirit L.L.C.	Marshall Islands

III-C-4

SCHEDULE III-D

COMPANY OPERATING SUBSIDIARIES


	Company Name	Country

1.	African Spirit L.L.C.	Marshall Islands

2.	Al Areesh Inc.	Marshall Islands

3.	Al Areesh L.L.C.	Marshall Islands

4.	Al Daayen Inc.	Marshall Islands

5.	Al Daayen L.L.C.	Marshall Islands

6.	Al Huwaila Inc.	Marshall Islands

7.	Al Kharsaah Inc.	Marshall Islands

8.	Al Khuwair Inc.	Marshall Islands

9.	Al Marrouna Inc.	Marshall Islands

10.	Al Marrouna L.L.C.	Marshall Islands

11.	Al Shamal Inc.	Marshall Islands

12.	Alexander Spirit L.L.C.	Marshall Islands

13.	Alliance Chartering Pty Limited	Australia

14.	Alliance Tankers L.L.C.	Marshall Islands

15.	ALP Ace B.V.	Netherlands

16.	ALP Centre B.V.	Netherlands

17.	ALP Defender B.V.	Netherlands

18.	ALP Forward B.V.	Netherlands

19.	ALP Guard B.V.	Netherlands

20.	ALP Ippon B.V.	Netherlands

21.	ALP Keeper B.V.	Netherlands

22.	ALP Maritime Contractors B.V.	Netherlands

23.	ALP Maritime Group B.V.	Netherlands

24.	ALP Maritime Holding B.V.	Netherlands

25.	ALP Maritime Services B.V.	Netherlands

26.	ALP Ocean Towage Holding B.V.	Netherlands

27.	ALP Striker B.V.	Netherlands

28.	ALP Sweeper B.V.	Netherlands

29.	ALP Winger B.V.	Netherlands

30.	Alta Shipping, S.A.	Spain

31.	Americas Spirit L.L.C.	Marshall Islands

32.	Amundsen Spirit L.L.C.	Marshall Islands

33.	Apollo Spirit L.L.C.	Marshall Islands

III-D-1



34.	Arctic Spirit L.L.C.	Marshall Islands

35.	Arendal Spirit L.L.C.	Marshall Islands

36.	Ashkini Spirit L.L.C.	Marshall Islands

37.	Asian Spirit L.L.C.	Marshall Islands

38.	Athens Spirit L.L.C.	Marshall Islands

39.	Atlanta Spirit L.L.C.	Marshall Islands

40.	Australian Spirit L.L.C.	Marshall Islands

41.	Australian Tankships Agency Pty Ltd	Australia

42.	Axel Spirit L.L.C.	Marshall Islands

43.	Bahrain LNG W.L.L.	Bahrain

44.	Banff L.L.C.	Marshall Islands

45.	Barcelona Spirit L.L.C.	Marshall Islands

46.	Beijing Spirit L.L.C.	Marshall Islands

47.	Bossa Nova Spirit L.L.C.	Marshall Islands

48.	C VLCC L.L.C.	Marshall Islands

49.	Clipper L.L.C.	Marshall Islands

50.	Conoco Shipping & Marine Development L.L.C.	Marshall Islands

51.	Creole Spirit L.L.C.	Marshall Islands

52.	Dampier Spirit L.L.C.	Marshall Islands

53.	DHJS Hull No. 2007-001 L.L.C.	Marshall Islands

54.	DHJS Hull No. 2007-002 L.L.C.	Marshall Islands

55.	Dilong Spirit L.L.C.	Marshall Islands

56.	Donegal Spirit L.L.C.	Marshall Islands

57.	DSME Hull No. 2411 L.L.C.	Marshall Islands

58.	DSME Hull No. 2416 L.L.C.	Marshall Islands

59.	DSME Hull No. 2417 L.L.C.	Marshall Islands

60.	DSME Hull No. 2423 L.L.C.	Marshall Islands

61.	DSME Hull No. 2425 L.L.C.	Marshall Islands

62.	DSME Hull No. 2430 L.L.C.	Marshall Islands

63.	DSME Hull No. 2431 L.L.C.	Marshall Islands

64.	DSME Hull No. 2433 L.L.C.	Marshall Islands

65.	DSME Hull No. 2434 L.L.C.	Marshall Islands

66.	DSME Hull No. 2461 L.L.C.	Marshall Islands

67.	DSME Option Vessel No.1 L.L.C.	Marshall Islands

68.	DSME Option Vessel No.2 L.L.C.	Marshall Islands

69.	DSME Option Vessel No.3 L.L.C.	Marshall Islands

70.	Erik Spirit L.L.C.	Marshall Islands

71.	Esther Spirit L.L.C.	Marshall Islands

III-D-2



72.	European Spirit L.L.C.	Marshall Islands

73.	Everest Spirit Holding L.L.C.	Marshall Islands

74.	Excelsior B.V.B.A.	Belgium

75.	Exmar Gas Shipping Limited	Hong Kong

76.	Exmar LPG BVBA	Belgium

77.	Exmar Shipping BVBA	Belgium

78.	Explorer Spirit L.L.C.	Marshall Islands

79.	Frame Investment L.L.C.	Marshall Islands

80.	Freeport Landholdings LLC	United States

81.	Galway Spirit L.L.C.	Marshall Islands

82.	Ganges Spirit L.L.C.	Marshall Islands

83.	Gemini Pool L.L.C.	Marshall Islands

84.	Gina Krog AS	Norway

85.	Gina Krog L.L.C.	Marshall Islands

86.	Gina Krog Offshore Pte Ltd	Singapore

87.	Godavari Spirit L.L.C.	Marshall Islands

88.	Golar-Nor (UK) Limited	United Kingdom

89.	Good Investment Limited	Hong Kong

90.	H.H.I. Hull No. S856 L.L.C.	Marshall Islands

91.	H.H.I. Hull No. S857 L.L.C.	Marshall Islands

92.	Halo Fenders L.L.C.	Marshall Islands

93.	Helga Spirit L.L.C.	Marshall Islands

94.	High-Q Investments Limited	Hong Kong

95.	Hugli Spirit L.L.C.	Marshall Islands

96.	Hummingbird Holdings L.L.C.	Marshall Islands

97.	Hummingbird Spirit L.L.C.	Marshall Islands

98.	Ikdam Production SA	France

99.	Iliad International AS	Norway

100.	Iliad International Inc.	Marshall Islands

101.	Iskmati Spirit L.L.C.	Marshall Islands

102.	Jiaolong Spirit L.L.C.	Marshall Islands

103.	Kanata Spirit Holding L.L.C.	Marshall Islands

104.	Kareela Spirit Holding L.L.C.	Marshall Islands

105.	Kaveri Spirit L.L.C.	Marshall Islands

106.	Knarr L.L.C.	Marshall Islands

107.	Krepako Inc.	Marshall Islands

108.	Krepanor AS	Norway

109.	KS Apollo Spirit	Norway

III-D-3



110.	KT Maritime Services (Bayu Undan) Pty Ltd	Australia

111.	KT Maritime Services (Prelude) Pty Ltd	Australia

112.	KT Maritime Services Australia Pty Ltd	Australia

113.	Kyeema Spirit Holding L.L.C.	Marshall Islands

114.	Lambada Spirit L.L.C.	Marshall Islands

115.	Laurel Shipping LLC	Marshall Islands

116.	Limerick Spirit L.L.C.	Marshall Islands

117.	Logitel Offshore Holding AS	Norway

118.	Logitel Offshore Holdings Pte. Ltd.	Singapore

119.	Logitel Offshore L.L.C.	Marshall Islands

120.	Logitel Offshore Norway AS	Norway

121.	Logitel Offshore Pte. Ltd.	Singapore

122.	Logitel Offshore Rig I Pte. Ltd.	Singapore

123.	Logitel Offshore Rig II L.L.C.	Marshall Islands

124.	Logitel Offshore Rig II Pte. Ltd.	Singapore

125.	Logitel Offshore Rig III L.L.C.	Marshall Islands

126.	Logitel Offshore Rig IV L.L.C.	Marshall Islands

127.	London Spirit L.L.C.	Marshall Islands

128.	Los Angeles Spirit L.L.C.	Marshall Islands

129.	Magellan Spirit ApS	Denmark

130.	MALT LNG Holdings APS	Denmark

131.	Malt LNG Netherlands Holdings B.V.	Netherlands

132.	Malt LNG Transport ApS	Denmark

133.	Malt Singapore Pte Ltd.	Singapore

134.	Matterhorn Spirit L.L.C.	Marshall Islands

135.	Membrane Shipping Limited	Marshall Islands

136.	Meridian Spirit ApS	Denmark

137.	Methane Spirit L.L.C.	Marshall Islands

138.	MiNT LNG I, Ltd.	Bahamas

139.	MiNT LNG II, Ltd.	Bahamas

140.	MiNT LNG III, Ltd.	Bahamas

141.	MiNT LNG IV, Ltd.	Bahamas

142.	Montreal Spirit L.L.C.	Marshall Islands

143.	Moscow Spirit L.L.C.	Marshall Islands

144.	Nakilat Holdco L.L.C.	Marshall Islands

145.	Nansen Spirit L.L.C.	Marshall Islands

146.	Narmada Spirit L.L.C.	Marshall Islands

147.	Naviera Teekay Gas II, S.L.U.	Spain

III-D-4



148.	Naviera Teekay Gas III, S.L.U.	Spain

149.	Naviera Teekay Gas IV, S.L.U.	Spain

150.	Naviera Teekay Gas, S.L.U.	Spain

151.	Navigator Spirit L.L.C.	Marshall Islands

152.	Navion Bergen AS	Norway

153.	Navion Bergen L.L.C.	Marshall Islands

154.	Navion Gothenburg AS	Norway

155.	Navion Gothenburg L.L.C.	Marshall Islands

156.	Navion Offshore Loading AS	Norway

157.	Nordic Rio L.L.C.	Marshall Islands

158.	Norsk Teekay AS	Norway

159.	Norsk Teekay Holdings Ltd.	Marshall Islands

160.	Oak Spirit L.L.C.	Marshall Islands

161.	OMI Corporation.	Marshall Islands

162.	OOG TKP FPSO GmbH	Austria

163.	OOG TKP FPSO GMBH & CO KG	Austria

164.	OOGTK Libra GmbH	Austria

165.	OOGTK Libra GmbH & Co KG	Austria

166.	OOGTK Libra Operator Holdings Limited	Cayman Islands

167.	OOGTK LIBRA PRODUCAO DE PETROLEO LTDA	Brazil

168.	OOG-TKP Oil Services Ltd.	Cayman Islands

169.	OOG-TKP Operator Holdings Limited	Cayman Islands

170.	OOG-TKP Producao de Petroleo Ltda	Brazil

171.	Oyster Bay Steamship LLC	United States

172.	Pan Africa LNG Transportation Company Limited	Hong Kong

173.	Pan Americas LNG Transportation Company Limited	Hong Kong

174.	Pan Asia LNG Transportation Company Limited	Hong Kong

175.	Pan Europe LNG Transportation Company Limited	Hong Kong

176.	Partrederiet Stena Ugland Shuttle Tankers I DA	Norway

177.	Partrederiet Stena Ugland Shuttle Tankers II DA	Norway

178.	Partrederiet Stena Ugland Shuttle Tankers III DA	Norway

179.	Partrederiet Teekay Shipping Partners DA	Norway

180.	Pattani Spirit L.L.C.	Marshall Islands

181.	Peary Spirit L.L.C.	Marshall Islands

182.	Petrojarl 4 DA	Norway

183.	Petrojarl I L.L.C.	Marshall Islands

184.	Petrojarl I Production AS	Norway

185.	Petrotrans Holdings Limited	Bermuda

III-D-5



186.	Pinnacle Spirit L.L.C.	Marshall Islands

187.	Piranema L.L.C.	Marshall Islands

188.	Piranema Production AS	Norway

189.	Polar Spirit L.L.C.	Marshall Islands

190.	Polarc L.L.C.	Marshall Islands

191.	Remora AS	Norway

192.	Remora Hiload Dp No. 1 AS	Norway

193.	Remora Hiload Dp Technology AS	Norway

194.	Remora Hiload Mv AS	Norway

195.	Remora Marine Service AS	Norway

196.	Remora Shipping Ltd	Norway

197.	Rio Spirit L.L.C.	Marshall Islands

198.	Samba Spirit L.L.C.	Marshall Islands

199.	Scott Spirit L.L.C.	Marshall Islands

200.	Seoul Spirit L.L.C.	Marshall Islands

201.	Sertanejo Spirit L.L.C.	Marshall Islands

202.	Sevan Marine ASA	Norway

203.	SGPC I Pte Ltd.	Singapore

204.	Shenlong Spirit L.L.C.	Marshall Islands

205.	Siri Holdings L.L.C.	Marshall Islands

206.	Skaugen Gulf Petchem Carriers B.S.C.	Bahrain

207.	Solaia Shipping L.L.C.	Liberia

208.	Sonoma L.L.C.	Marshall Islands

209.	SPT Ltd.	Bermuda

210.	SPT Marine Transfer Services Ltd.	Bermuda

211.	Stena Spirit L.L.C.	Isle of Man

212.	STX Hull No. S1672 L.L.C.	Marshall Islands

213.	STX Hull No. S1673 L.L.C.	Marshall Islands

214.	STX Hull No. S1674 L.L.C.	Marshall Islands

215.	STX Hull No. S1675 L.L.C.	Marshall Islands

216.	Summit Spirit L.L.C.	Marshall Islands

217.	Sydney Spirit L.L.C.	Marshall Islands

218.	T.I.L. Holdings Limited	Marshall Islands

219.	T.I.L. I L.L.C.	Marshall Islands

220.	T.I.L. II L.L.C.	Marshall Islands

221.	T.I.L. III L.L.C.	Marshall Islands

222.	T.I.L. IV L.L.C.	Marshall Islands

223.	T.I.L. IX L.L.C.	Marshall Islands

III-D-6



224.	T.I.L. V L.L.C.	Marshall Islands

225.	T.I.L. VI L.L.C.	Marshall Islands

226.	T.I.L. VII L.L.C.	Marshall Islands

227.	T.I.L. VIII L.L.C.	Marshall Islands

228.	T.I.L. X L.L.C.	Marshall Islands

229.	T.I.L. XI L.L.C.	Marshall Islands

230.	T.I.L. XII L.L.C.	Marshall Islands

231.	T.I.L. XIII L.L.C.	Marshall Islands

232.	T.I.L. XIV L.L.C.	Marshall Islands

233.	Taizhou Hull No. WZL 0501 L.L.C.	Marshall Islands

234.	Taizhou Hull No. WZL 0502 L.L.C.	Marshall Islands

235.	Taizhou Hull No. WZL 0503 L.L.C.	Marshall Islands

236.	Tangguh Hiri Finance Limited	United Kingdom

237.	Tangguh Hiri Operating Limited	United Kingdom

238.	Tangguh Sago Finance Limited	United Kingdom

239.	Tangguh Sago Operating Limited	United Kingdom

240.	Tanker Investments Ltd.	Marshall Islands

241.	Taurus Tankers L.L.C.	Marshall Islands

242.	TC LNG Shipping L.L.C.	Marshall Islands

243.	Teekay (Atlantic) Chartering ULC	Canada

244.	Teekay (Atlantic) Management ULC	Canada

245.	Teekay Acquisition Holdings L.L.C.	Marshall Islands

246.	Teekay Al Rayyan L.L.C.	Marshall Islands

247.	Teekay Australia Offshore Holdings Pty Ltd.	Australia

248.	Teekay BLT Corporation	Marshall Islands

249.	Teekay BLT Finance Corporation	Marshall Islands

250.	Teekay Bulkers Investments Ltd.	Marshall Islands

251.	Teekay Bulkers Management Services Ltd	Marshall Islands

252.	Teekay Business Process Services, Inc.	Philippines

253.	Teekay Chartering Limited	Marshall Islands

254.	Teekay Crewing Services Pty Ltd	Australia

255.	Teekay Cyprus Limited	Cyprus

256.	Teekay Delaware Chartering Services L.L.C.	United States

257.	Teekay do Brasil Servicos Maritimos Ltda	Brazil

258.	Teekay European Holdings, S.a.r.l.	Luxembourg

259.	Teekay Finance Limited	Bermuda

260.	Teekay FSO Finance Pty Ltd.	Australia

261.	Teekay Gas Group Ltd.	Marshall Islands

III-D-7



262.	Teekay GP L.L.C.	Marshall Islands

263.	Teekay Grand Banks AS	Norway

264.	Teekay Grand Banks Shipping AS	Norway

265.	Teekay Guardian L.L.C.	Marshall Islands

266.	Teekay Hiload L.L.C.	Marshall Islands

267.	Teekay Holdings Australia Pty Ltd.	Australia

268.	Teekay Holdings Limited	Bermuda

269.	Teekay Hummingbird Production Limited	United Kingdom

270.	Teekay II Iberia, S.L.	Spain

271.	Teekay International Ship Chartering Services Inc. (IBC)	Barbados

272.	Teekay Knarr AS	Norway

273.	Teekay Lightering Services LLC	Marshall Islands

274.	Teekay LNG Bahrain Operations L.L.C.	Marshall Islands

275.	Teekay LNG Finance Corp.	Marshall Islands

276.	Teekay LNG Finco L.L.C.	Marshall Islands

277.	Teekay LNG Holdco L.L.C.	Marshall Islands

278.	Teekay LNG Holdings L.P.	United States

279.	Teekay LNG Operating L.L.C.	Marshall Islands

280.	Teekay LNG Partners L.P.	Marshall Islands

281.	Teekay LNG Project Services L.L.C.	Marshall Islands

282.	Teekay LNG US GP L.L.C.	Marshall Islands

283.	Teekay Luxembourg S.a.r.l.	Luxembourg

284.	Teekay Marine (Singapore) Pte. Ltd.	Singapore

285.	Teekay Marine Holdings Limited	Marshall Islands

286.	Teekay Marine Ltd	Marshall Islands

287.	Teekay Marine Pty Ltd.	Australia

288.	Teekay Marine Services (Shanghai) Co., Ltd.	China

289.	Teekay Marine Solutions (Bermuda) Ltd.	Bermuda

290.	Teekay Marine Solutions Inc.	United States

291.	Teekay Marine Solutions Ltd	United Kingdom

292.	Teekay Multigas Malta Limited	Malta

293.	Teekay Multigas Pool L.L.C.	Marshall Islands

294.	Teekay Nakilat (II) Limited	United Kingdom

295.	Teekay Nakilat (III) Corporation	Marshall Islands

296.	Teekay Nakilat Corporation	Marshall Islands

297.	Teekay Nakilat Holdings (III) Corporation	Marshall Islands

298.	Teekay Nakilat Holdings Corporation	Marshall Islands

299.	Teekay Nakilat Replacement Purchaser L.L.C.	Marshall Islands

III-D-8



300.	Teekay Navion Offshore Loading Pte. Ltd.	Singapore

301.	Teekay Netherlands European Holdings B.V.	Netherlands

302.	Teekay Nordic Holdings Incorporated	Marshall Islands

303.	Teekay Norway (Marine HR) AS	Norway

304.	Teekay Norway AS	Norway

305.	Teekay Norway Hiload AS	Norway

306.	Teekay Offshore Chartering L.L.C.	Marshall Islands

307.	Teekay Offshore Crewing AS	Norway

308.	Teekay Offshore European Holdings Cooperatief U.A.	Netherlands

309.	Teekay Offshore Finance Corp.	Marshall Islands

310.	Teekay Offshore GP L.L.C.	Marshall Islands

311.	Teekay Offshore Group Ltd.	Marshall Islands

312.	Teekay Offshore Holdings L.L.C.	Marshall Islands

313.	Teekay Offshore Operating GP L.L.C.	Marshall Islands

314.	Teekay Offshore Operating Holdings L.L.C.	Marshall Islands

315.	Teekay Offshore Operating L.P.	Marshall Islands

316.	Teekay Offshore Operating Pte. Ltd.	Singapore

317.	Teekay Offshore Partners L.P.	Marshall Islands

318.	Teekay Offshore Production Holdings AS	Norway

319.	Teekay Petrojarl Crewing Services Pte.Ltd.	Singapore

320.	Teekay Petrojarl Floating Production UK Ltd.	United Kingdom

321.	Teekay Petrojarl I Servicos de Petroleo Ltda	Brazil

322.	Teekay Petrojarl Offshore Crew AS	Norway

323.	Teekay Petrojarl Offshore L.L.C.	Marshall Islands

324.	Teekay Petrojarl Offshore Siri AS	Norway

325.	Teekay Petrojarl Producao Petrolifera do Brasil Ltda.	Brazil

326.	Teekay Petrojarl Production AS	Norway

327.	Teekay Petrojarl UK Limited	United Kingdom

328.	Teekay Piranema Servicos de Petroleo Ltda	Brazil

329.	Teekay Service Holdings Cooperatief U.A.	Netherlands

330.	Teekay Servicios Maritimos, S.L.	Spain

331.	Teekay SHI Hull No 2241 AS	Norway

332.	Teekay SHI Hull No 2242 AS	Norway

333.	Teekay SHI Hull No 2256 AS	Norway

334.	Teekay SHI Hull No 2257 AS	Norway

335.	Teekay Shipbuilding Supervision Services LLC	Marshall Islands

336.	Teekay Shipping (Australia) Pty Ltd	Australia

337.	Teekay Shipping (Barbados) Ltd.	Barbados

III-D-9



338.	Teekay Shipping (Canada) Ltd.	Canada

339.	Teekay Shipping (Glasgow) Limited	United Kingdom

340.	Teekay Shipping (India) Pvt. Ltd.	India

341.	Teekay Shipping (Singapore) Pte Ltd	Singapore

342.	Teekay Shipping (UK) Limited	United Kingdom

343.	Teekay Shipping (USA), Inc.	United States

344.	Teekay Shipping Limited	Bermuda

345.	Teekay Shipping Nominees Pty Ltd.	Australia

346.	Teekay Shipping Norway AS	Norway

347.	Teekay Shipping Partners Holding AS	Norway

348.	Teekay Shipping Philippines, Inc.	Philippines

349.	Teekay Shipping Services, Inc.	Liberia

350.	Teekay Shipping Spain, S.L.	Spain

351.	Teekay Shuttle Tanker Finance L.L.C.	Marshall Islands

352.	Teekay Shuttle Tankers L.L.C.	Marshall Islands

353.	Teekay Spain, S.L.	Spain

354.	Teekay Tangguh Borrower L.L.C.	Marshall Islands

355.	Teekay Tangguh Holdings Corporation	Marshall Islands

356.	Teekay Tanker Operations Ltd.	Marshall Islands

357.	Teekay Tankers Chartering L.L.C.	Marshall Islands

358.	Teekay Tankers Holdings Limited	Marshall Islands

359.	Teekay Tankers HZ Hull No. H-1586 L.L.C.	Marshall Islands

360.	Teekay Tankers HZ Hull No. H-1587 L.L.C.	Marshall Islands

361.	Teekay Tankers HZ Hull No. H-1592 L.L.C.	Marshall Islands

362.	Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands

363.	Teekay Tankers Ltd.	Marshall Islands

364.	Teekay Tankers Management Services Ltd.	Marshall Islands

365.	Teekay Tankers TS Hull No. S-1415 L.L.C.	Marshall Islands

366.	Teekay Transport, Inc.	Liberia

367.	Teekay Varg Production Limited	United Kingdom

368.	Teekay Voyageur Production Limited	United Kingdom

369.	Teekay Workboats LLC	United States

370.	Teesta Spirit L.L.C.	Marshall Islands

371.	Tianlong Spirit L.L.C.	Marshall Islands

372.	Tiro Sidon Holdings L.L.C.	Marshall Islands

373.	Tiro Sidon L.L.C.	Marshall Islands

374.	Tiro Sidon UK LLP	United Kingdom

375.	Tokyo Spirit L.L.C.	Marshall Islands

III-D-10



376.	TPO Investments AS	Norway

377.	TPO Investments Inc.	Marshall Islands

378.	TPO Siri L.L.C.	Marshall Islands

379.	Ugland Nordic Shipping AS	Norway

380.	Ugland Stena Storage AS	Norway

381.	Varg L.L.C.	Marshall Islands

382.	Varg Production AS	Norway

383.	VLCC A Investment L.L.C.	Marshall Islands

384.	VLCC B Investment L.L.C.	Marshall Islands

385.	VLCC C Investment L.L.C.	Marshall Islands

386.	Voyageur L.L.C.	Marshall Islands

387.	VSSI Guaranty L.L.C.	United States

388.	Wilforce L.L.C.	Marshall Islands

389.	Wilpride L.L.C.	Marshall Islands

390.	Yamuna Spirit L.L.C.	Marshall Islands

391.	Zenith Spirit L.L.C.	Marshall Islands

392.	Zhonghua Hull No. 451 L.L.C.	Marshall Islands

III-D-11

SCHEDULE IV

LIST OF PARTIES TO EXECUTE LOCK-UP LETTERS

C. Sean Day

Peter S. Janson

Rudolph Krediet

Eileen A. Mercier

Bjorn Moller

Tore I. Sandvold

David Schellenberg

Alan Semple

Heidi Locke Simon

Bill Utt

Kenneth Hvid

Arthur Bensler

William Hung

Mark Kremin

Vincent Lok

Kevin Mackay

Ingvild Saether

Resolute Investments, Ltd.

IV-1

ANNEX A

TEEKAY CORPORATION

LIST OF VESSELS AND OWNERS

TEEKAY CORPORATION. - FLEET LIST


Fixed-Rate Floating Production Storage Offtake Vessels - Owned	Percent Ownership	Flag	Year Built
Petrojarl Foinaven	100%	Bahamas	1998
Petrojarl Banff	100%	Isle of Man	1998
Hummingbird Spirit	100%	Bahamas	2007

TEEKAY OFFSHORE PARTNERS L.P. - FLEET LIST


Fixed-Rate Shuttle Tankers - Owned	Percent Ownership	Flag	Year Built
Navion Britannia	100%	Bahamas	1998
Navion Scandia	100%	Bahamas	1998
Stena Alexita*	50%	Bahamas	1998
Navion Hispania	100%	Canada	1999
Navion Oceania	100%	Bahamas	1999
Navion Anglia	100%	Bahamas	1999
Stena Sirita*	50%	Bahamas	1999
Navion Bergen	100%	Bahamas	2000
Navion Oslo	100%	Bahamas	2001
Stena Natalita*	50%	Bahamas	2001
Stena Spirit*	50%	Bahamas	2001
Nordic Spirit	100%	Bahamas	2001
Petronordic	100%	Bahamas	2002
Petroatlantic	100%	Bahamas	2003
Navion Stavanger	100%	Bahamas	2003
Nordic Rio*	50%	Bahamas	2004
Nordic Brasilia	100%	Bahamas	2004
Navion Gothenburg*	50%	Bahamas	2006
Amundsen Spirit	100%	Bahamas	2010
Nansen Spirit	100%	Bahamas	2010
Peary Spirit	100%	Bahamas	2011
Scott Spirit	100%	Bahamas	2011
Samba Spirit	100%	Bahamas	2013
Lambada Spirit	100%	Bahamas	2013
Bossa Nova Spirit	100%	Bahamas	2013
Sertanejo Spirit	100%	Bahamas	2013
Beothuk Spirit	100%	Canada	2017
Norse Spirit	100%	Canada	2017


(* 50% owned through joint ventures)
(** 67% owned through a joint venture)

A-1


Fixed-Rate Shuttle Tankers - In-chartered	Percent Ownership	Flag	Year Built
Grena Knutsen	*	Bahamas	2003
Jasmine Knutsen	*	Canada	2005
Heather Knutsen	*	Canada	2005

Fixed-Rate Shuttle Tankers - On Order	Percent Ownership	Flag	Year Built
EC Canada NB Hull 2186	100%		2018
E-Shuttle NB Hull 2241	100%		2019
E-Shuttle NB Hull 2242	100%		2020
E-Shuttle NB Hull 2256	100%		2020
E-Shuttle NB Hull 2257	100%		2020

HiLoad Dynamic Positioning Unit - Owned	Percent Ownership	Flag	Year Built
HiLoad DP No. 1	100%	Cyprus	2010

Conventional Tankers - In-Chartered	Percent Ownership	Flag	Year Built
Blue Power	*	Liberia	2003
Blue Pride	*	Liberia	2004

Fixed-Rate Floating Storage Offtake Vessels (FSO) - Owned	Percent Ownership	Flag	Year Built
Apollo Spirit	89%	Liberia	1978
Dampier Spirit	100%	Bahamas	1987
Pattani Spirit	100%	Bahamas	1988
Falcon Spirit	100%	Bahamas	1986
Suksan Salamander	100%	Bahamas	1993
Randgrid	100%	Bahamas	1995

Fixed-Rate Floating Production Storage Offtake Vessels - Owned	Percent Ownership	Flag	Year Built
Petrojarl Cidade de Rio das Ostras	100%	Bahamas	1981
Petrojarl I	100%	Bahamas	1986
Petrojarl Varg	100%	Bahamas	1998
Piranema Spirit	100%	Bahamas	2007
Voyageur Spirit	100%	Bahamas	2008
FPSO Cidade de Itajai	50%	Bahamas	2012
Petrojarl Knarr	100%	Bahamas	2014
FPSO Pioneiro De Libra	50%	Panama	1995

A-2


Unit for Maintenance and Safety - Owned	Percent Ownership	Flag	Year Built
Arendal Spirit	100%	Bahamas	2015

Long Distance Towing and Anchor Handling Vessels - Owned	Percent Ownership	Flag	Year Built
ALP Ace	100%	Netherlands	2006
ALP Winger	100%	Netherlands	2007
ALP Ippon	100%	Netherlands	2007
ALP Forward	100%	Netherlands	2008
ALP Guard	100%	Netherlands	2009
ALP Centre	100%	Netherlands	2010
ALP Striker	100%	Netherlands	2016
ALP Defender	100%	Netherlands	2017
ALP Sweeper	100%	Netherlands	2017

Long Distance Towing and Anchor Handling Vessels - On Order	Percent Ownership	Flag	Year Built
Niigata Hull N-0084	100%		2018

TEEKAY LNG PARTNERS L.P. - FLEET LIST

Fixed-Rate LNG Carriers	Percent Ownership	Flag	Year Built
Arctic Spirit	100%	Bahamas	1993
Polar Spirit	100%	Bahamas	1993
Excalibur	50%	Belgium	2002
Hispania Spirit	100%	Spain	2002
Catalunya Spirit	100%	Spain	2003
Galicia Spirit	100%	Spain	2004
Madrid Spirit	100%	Spain	2004
Excelsior	50%	Belgium	2005
Al Marrouna	70%	Bahamas	2006
Al Areesh	70%	Bahamas	2007
Al Daayen	70%	Bahamas	2007
Methane Spirit	52%	Singapore	2008
Marib Spirit	52%	Marshall Islands	2008
Arwa Spirit	52%	Marshall Islands	2008
Tangguh Hiri	70%	Bahamas	2008
Al Huwaila	40%	Bahamas	2008
Al Kharsaah	40%	Bahamas	2008
Al Shamal	40%	Bahamas	2008
Al Khuwair	40%	Bahamas	2008
Magellan Spirit	52%	Danish Int’l Reg.	2009
Tangguh Sago	70%	Bahamas	2009
Woodside Donaldson	52%	Singapore	2009
Meridian Spirit	52%	Danish Int’l Reg.	2010

A-3


Soyo	33%	Bahamas	2011
Malanje	33%	Bahamas	2011
Lobito	33%	Bahamas	2011
Cubal	33%	Bahamas	2012
Wilforce	100%	Norwegian Int’l Reg.	2013
Wilpride	100%	Norwegian Int’l Reg.	2013
Creole Spirit	100%	Bahamas	2016
Oak Spirit	100%	Bahamas	2016
Torben Spirit	100%	Bahamas	2017
Pan Asia	30%	Hong Kong	2017
Macoma	100%	Bahamas	2017
Murex	100%	Bahamas	2017

Fixed-Rate LNG Carrier Newbuildings	Percent Ownership	Flag	Year Built
MEGI LNG - Hull 2453	100%		2018
MEGI LNG - Hull 2454	100%		2018
MEGI LNG - Hull 2455	100%		2018
MEGI LNG - Hull 2461	100%		2018
Hudong Zhonghua LNG - Hull 1664	30%		2018
Hudong Zhonghua LNG - Hull 1665	20%		2018
Hudong Zhonghua LNG - Hull 1666	20%		2019
ARC7 Icebreaker LNG - Hull 2423	50%		2018
ARC7 Icebreaker LNG - Hull 2425	50%		2018
ARC7 Icebreaker LNG - Hull 2430	50%		2019
ARC7 Icebreaker LNG - Hull 2431	50%		2019
ARC7 Icebreaker LNG - Hull 2433	50%		2020
ARC7 Icebreaker LNG - Hull 2434	50%		2020
MEGI LNG - Hull S856	100%		2019
MEGI LNG - Hull S857	100%		2019

LPG Carrier - Owned	Percent Ownership	Flag	Year Built
Courcheville	50%	Belgium	1989
Temse	50%	Belgium	1995
Touraine	50%	Hong Kong	1996
Brussels	50%	Belgium	1997
Eupen	50%	Belgium	1999
Bastogne	50%	Belgium	2002
Norgas Napa	100%	Singapore	2003
Norgas Sonoma	100%	Singapore	2003
Libramont	50%	Belgium	2006
Sombeke	50%	Belgium	2006
Norgas Pan	100%	Singapore	2009
Norgas Cathinka	100%	Singapore	2009
Norgas Camilla	100%	Singapore	2011

A-4


Norgas Unikum	100%	Singapore	2011
Vision Spirit	100%	Singapore	2011
Waasmuntster	50%	Belgium	2014
Warinsart	50%	Belgium	2014
Waregem	50%	Belgium	2014
Warisoulx	50%	Belgium	2015
Kaprijke	50%	Belgium	2015
Knokke	50%	Belgium	2016
Kontich	50%	Belgium	2016
Kortrijk	50%	Belgium	2016
Kallo	50%	Belgium	2017
Kruibeke	50%	Belgium	2017

LPG Carrier - In-chartered	Percent Ownership	Flag	Year Built
Antwerpen	*	Hong Kong	2005
BW Tokyo	*	Singapore	2009

LPG Carrier - Newbuildings	Percent Ownership	Flag	Year Built
HHIC Hull P0135	50%	Belgium	2018
HHIC Hull P0136	50%	Belgium	2018
Hyundai HI Hull 2884	50%	Belgium	2018

Fixed-rate Conventional Tankers - Owned	Percent Ownership	Flag	Year Built
African Spirit	100%	Bahamas	2003
European Spirit	100%	Bahamas	2003
Teide Spirit	*	Spain	2004
Toledo Spirit	*	Spain	2005

Fixed-rate Product Tankers - Owned	Percent Ownership	Flag	Year Built
Alexander Spirit	100%	Bahamas	2007

TEEKAY TANKERS LTD. - FLEET LIST

Conventional Tankers - Owned	Percent Ownership	Flag	Year Built
Product Tanker
Donegal Spirit	100%	Bahamas	2006
Galway Spirit	100%	Bahamas	2007
Limerick Spirit	100%	Bahamas	2007
Seletar Spirit	100%	Bahamas	2010
Sebarok Spirit	100%	Bahamas	2011
Luzon Spirit	100%	Bahamas	2011
Leyte Spirit	100%	Bahamas	2011

A-5


Hovden Spirit	100%	Marshall Islands	2012
Trysil Spirit	100%	Marshall Islands	2012
Aframax
Americas Spirit	100%	Bahamas	2003
Australian Spirit	100%	Bahamas	2004
Everest Spirit	100%	Bahamas	2004
Axel Spirit	100%	Bahamas	2004
Esther Spirit	100%	Bahamas	2004
Matterhorn Spirit	100%	Bahamas	2005
Helga Spirit	100%	Bahamas	2005
Erik Spirit	100%	Bahamas	2005
SPT Explorer	100%	Bahamas	2008
Navigator Spirit	100%	Bahamas	2008
Yamato Spirit	100%	Bahamas	2008
Tarbet Spirit	100%	Bahamas	2009
Emerald Spirit	100%	Bahamas	2009
Garibaldi Spirit	100%	Bahamas	2009
Whistler Spirit	100%	Bahamas	2010
Blackcomb Spirit	100%	Bahamas	2010
Peak Spirit	100%	Hong Kong	2011
Suezmax
Narmada Spirit	100%	Malta	2003
Ashkini Spirit	100%	Bahamas	2003
Iskmati Spirit	100%	Bahamas	2003
Kaveri Spirit	100%	Bahamas	2004
Godavari Spirit	100%	Malta	2004
Seoul Spirit	100%	Bahamas	2005
Montreal Spirit	100%	Bahamas	2006
Tokyo Spirit	100%	Bahamas	2006
Los Angeles Spirit	100%	Bahamas	2007
Pinnacle Spirit	100%	Bahamas	2008
Summit Spirit	100%	Bahamas	2008
Zenith Spirit	100%	Bahamas	2009
Tianlong Spirit	100%	Bahamas	2009
Jiaolong Spirit	100%	Bahamas	2009
Shenlong Spirit	100%	Bahamas	2009
Dilong Spirit	100%	Bahamas	2009
Baker Spirit	100%	Bahamas	2009
Cascade Spirit	100%	Bahamas	2009
Aspen Spirit	100%	Bahamas	2009
Vail Spirit	100%	Bahamas	2009
Copper Spirit	100%	Bahamas	2010
Tahoe Spirit	100%	Bahamas	2010
Beijing Spirit	100%	Bahamas	2010
Moscow Spirit	100%	Bahamas	2010
Atlanta Spirit	100%	Bahamas	2011
London Spirit	100%	Bahamas	2011
Barcelona Spirit	100%	Bahamas	2011
Athens Spirit	100%	Bahamas	2012
Sydney Spirit	100%	Bahamas	2012

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Rio Spirit	100%	Bahamas	2013
VLCC
Hong Kong Spirit	50%	Hong Kong	2013

Conventional Tankers - In-chartered	Percent Ownership	Flag	Year Built
Aframax
Bergitta	*	Bahamas	2007

A-7

ANNEX B

PRICING TERM SHEET

LOGO

Teekay Corporation

$125,000,000

5.000% Convertible Senior Notes due 2023

January 24, 2018

The information in this pricing term sheet supplements Teekay Corporation’s preliminary offering memorandum, dated January 23, 2018 (the “Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, including all documents incorporated by reference therein. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars.


Issuer:		Teekay Corporation, a Marshall Islands corporation

Ticker/Exchange for Issuer’s Common Stock:		“TK”/The New York Stock Exchange

Notes:		5.000% Convertible Senior Notes due 2023

Principal Amount:		$125,000,000, plus up to an additional $25,000,000 principal amount pursuant to the initial purchasers’ option to purchase additional Notes.

Denominations:		$1,000 and multiples of $1,000 in excess thereof.

Maturity:		January 15, 2023, unless earlier repurchased, redeemed or converted.

Optional Redemption:		Issuer may not redeem the Notes prior to January 15, 2021. On or after January 15, 2021, Issuer may redeem the Notes for cash, if the last reported sale price per share of Issuer’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on and including the trading day immediately preceding the date on which Issuer provides the notice of redemption, including the last trading day for such 30 consecutive trading day period, in each case exceeds 130% of the conversion price for the Notes on each applicable

B-1


		trading day. The redemption price will equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the redemption date. With respect to any Notes that are converted after Issuer gives notice of redemption, Issuer will under certain circumstances increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares as described below.

Interest Rate:		5.000% per year.

Interest Payment Dates:		Interest will accrue from January 26, 2018 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018.

Interest Record Dates:		January 1 and July 1 of each year, immediately preceding any January 15 or July 15 interest payment date, as the case may be.

Issue Price:		100% of principal, plus accrued interest, if any, from the Settlement Date.

Trade Date:		January 24, 2018

Settlement Date:		January 26, 2018

Last Reported Sale Price of Issuer’s Common Stock on January 23, 2018:		$10.74 per share.

Initial Conversion Rate:		85.4701 shares of Issuer’s common stock per $1,000 principal amount of Notes.

Initial Conversion Price:		Approximately $11.70 per share of Issuer’s common stock.

Conversion Premium:		Approximately 20% above the public price of the Common Stock Offering.

Joint Book-Running Managers:		Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC

CUSIP Number (144A):		87900Y AD5

ISIN (144A):		US87900YAD58

Guarantees:		The Notes will not be guaranteed by any of Issuer’s subsidiaries.

Use of Proceeds:		Issuer expects to receive net proceeds from the issuance of the notes in this offering of approximately $120.9 million (or approximately $145.1 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting initial purchasers’ discounts and commissions and estimated offering expenses payable by Issuer. Issuer intends to use the net

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		proceeds from this offering, together with the net proceeds, if any, from the concurrent common stock offering, for general corporate purposes, which may include, among other things, repaying a portion of Issuer’s outstanding indebtedness and funding working capital.

Common Stock Offering:		Concurrently with the offering of Notes, the Issuer is offering up to 10,000,000 shares of its common stock (or a total of up to 11,500,000 shares of its common stock if the underwriters in that offering exercise in full their option to purchase additional shares of common stock), in a separate registered underwritten offering pursuant to a prospectus supplement at a public offering price of $9.75 per share, for total gross proceeds of $97.5 million ($112.1 million if the underwriters in that offering exercise in full their option to purchase additional shares of common stock).

Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Notice of Redemption:		Following the occurrence of a “make-whole fundamental change” (as defined in the Preliminary Offering Memorandum) and after Issuer gives a notice of redemption, Issuer will increase the Conversion Rate for a holder who elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption, as applicable, in certain circumstances, as described under “Description of Notes—Conversion Rights—Increase in Conversion Rate Upon Conversion Upon a Make-Whole Fundamental Change or a Notice of Redemption” in the Preliminary Offering Memorandum.

		The following table sets forth the number of additional shares, if any, by which the Conversion Rate will be increased per $1,000 principal amount of Notes for conversions in connection with (i) a make-whole fundamental change for each “stock-price” and “effective date” set forth below or (ii) a notice of redemption for each stock price and “date of redemption notice” set forth below:


Effective Date/Date of Redemption Notice	Stock Price
Effective Date/Date of Redemption Notice	$9.75		$11.00		$11.70		$13.00		$14.00		$15.21		$17.50		$20.00		$22.50		$25.00		$30.00		$35.00
January 26, 2018		17.0940		13.8924		11.9245		9.1253		7.5202		6.0225		4.0677		2.7257		1.8526		1.2597		0.5520		0.0924
January 15, 2019		17.0940		13.3772		11.3489		8.5102		6.9147		5.4538		3.5985		2.3666		1.5863		1.0662		0.4555		0.0610
January 15, 2020		17.0940		12.7298		10.5992		7.6874		6.1008		4.6910		2.9790		1.9036		1.2509		0.8271		0.3377		0.0228
January 15, 2021		17.0940		11.7036		9.4299		6.4405		4.8963		3.5964		2.1426		1.3183		0.8522		0.5585		0.2185		0.0000
January 15, 2022		17.0940		10.0167		7.4864		4.4182		3.0177		1.9866		1.0505		0.6362		0.4254		0.2883		0.1096		0.0000
January 15, 2023		17.0940		5.4390		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

B-3

The exact stock prices and effective dates may not be set forth in the table above, in which case:

•

If the stock price is between two stock prices in the table above or the effective date or date of redemption notice, as the case may be, is between two specified dates in the table above, the number of additional shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later specified dates, as applicable, based on a 365-day year.

•

If the stock price is greater than $35.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Offering Memorandum), no additional shares will be added to the Conversion Rate.

•

If the stock price is less than $9.75 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Offering Memorandum), no additional shares will be added to the Conversion Rate.

Notwithstanding the foregoing, in no event will the Conversion Rate per $1,000 principal amount of Notes exceed 102.5641 shares of Issuer’s common stock, subject to adjustment in the same manner as the Conversion Rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Offering Memorandum.

This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering thereof. This communication does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Notes and any shares of Issuer’s common stock issuable upon conversion of the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the Notes only to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act.

The Notes and any shares of Issuer’s common stock issuable upon conversion of the Notes are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum.

A copy of the Preliminary Offering Memorandum for the offering of the Notes may be obtained by contacting Morgan Stanley & Co. LLC or J.P. Morgan Securities LLC.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.

B-4

ANNEX C

FORM OF LOCK-UP LETTER

, 2018

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o	Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o	J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

C-2

undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offerings, provided that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee, as applicable, shall sign and deliver a lock up letter substantially in the form of this letter and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, or (d) the establishment of a trading plan pursuant to Rule 10b5 1 under the Exchange Act (a “Rule 10b5-1 Plan”) for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock or securities convertible into, or exchangeable or exercisable for Common Stock during the Restricted Period and (ii) no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public report, announcement, or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Restricted Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters and the Initial Purchasers, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

C-3

Very truly yours,

(Name)

(Address)

C-4

EXHIBIT A

OPINION FROM COMPANY’S U.S. COUNSEL

Opinion should be to the effect that:

Assuming that the Indenture has been duly authorized, executed and delivered by the Company, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms.

Assuming that the Notes have been duly authorized, executed and delivered by the Company and authenticated by the Trustee, the Notes to be purchased by the Initial Purchasers from the Company pursuant to the Purchase Agreement, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth therein, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms and entitled to the benefits of the Indenture.

The statements with respect to legal matters or legal conclusions in the Time of Sale Memorandum and the Offering Memorandum under the caption “Material United States Federal Income Tax Considerations” and in the Company’s Annual Report on Form 20-F for the year ended December 31, 2016, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 12, 2017, as amended on May 26, 2017 and on November 28, 2017 (the “Form 20-F”), under the captions “Item 4. Information on the Company—E. Taxation of the Company—United States Taxation,” and “Item 10. Additional Information—Material U.S. Federal Income Tax Considerations” are, in all material respects, an accurate discussion of the material U.S. federal income tax considerations addressed therein. (We do not opine or comment on the representations and statements of fact of the Company included in such discussion.)

The statements in the Time of Sale Memorandum and the Offering Memorandum under the captions “Description of Notes” and “Description of Other Indebtedness” and in the Form 20-F under the captions “Item 7. Major Shareholders and Certain Relationships and Related Party Transactions” under the subheadings “—Relationships with our Public Entity Subsidiaries—Competition with Teekay Tankers, Teekay Offshore and Teekay LNG” and “—Relationships with our Public Entity Subsidiaries—Services, Management and Pooling Arrangements”, insofar as the statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects.

The form of global certificate for the Notes complies with the requirements of the Indenture.

A-1

The documents filed under the Exchange Act (excluding exhibits thereto) and incorporated by reference into the Time of Sale Memorandum and Offering Memorandum (except for the financial statements and financial schedules, and other financial and statistical information included therein, as to which we express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

The Company’s offering, issuance and sale of the Notes and the Company’s execution and delivery of the Transaction Documents and consummation of the transactions contemplated thereby do not (i) violate statutory or regulatory U.S. federal laws or statutory or regulatory laws of the State of New York that counsel exercising customary professional judgment would in our experience reasonably recognize as typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction or (ii) conflict with or constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default) any Material Agreement. (We do not comment or opine as to compliance with any financial covenants or financial ratios contained in any such documents.) “Material Agreement” means (i) any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement or instrument filed by the Company as an exhibit to the Form 20-F or the Company’s Report on Form 6-K filed with the Commission on November 22, 2017 and (ii) the agreements set forth on Schedule B.

All consents, approvals, authorizations or other orders of, or registrations or filings on the part of the Company with, any United States federal or New York governmental or regulatory authority required for the Company’s execution and delivery of the Transaction Documents and the consummation of the Transaction, including the offering, issuance and sale of the Notes have been made or obtained, other than under New York securities or “blue sky” laws, as to which we express no opinion.

Neither the issuance, sale and delivery of the Notes nor the application of the proceeds thereof by the Company as described in the Preliminary Offering Memorandum and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System; provided, however, that in rendering this opinion as to such regulations we have assumed that (i) no credit is extended or maintained under the Transaction Documents by a U.S. broker-dealer or other “creditor” (as defined in Regulation T) or “foreign branch of a broker-dealer” (within the meaning of Regulation X) and (ii) no proceeds of the issuance and sale of the Notes will be used for the immediate purpose of buying or carrying margin stock (within the meaning of Regulation U).

10.

A-2

in the Commission filings incorporated by reference in the Time of Sale Memorandum and the Offering Memorandum that is not disclosed in such filings as required and (b) there is no agreement, franchise, contract, indenture, lease or other document or instrument of a character that is required to be described in the documents incorporated by reference in the Time of Sale Memorandum and the Offering Memorandum that is not disclosed in such documents as required.

11.

The Company is not, and immediately upon receipt of payment for the Notes and the application of the proceeds thereof as described in the Time of Sale Memorandum and the Offering Memorandum will not be, an “investment company” required to be registered under the Investment Company Act of 1940, as amended.

12.

Assuming the accuracy of the representations, warranties and agreements of the Company and the Initial Purchasers contained in the Purchase Agreement, it is not necessary, in connection with the issuance and sale of the Notes to the Initial Purchasers and the offer, resale and delivery of the Notes by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the Time of Sale Memorandum and the Offering Memorandum, to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

A-3

EXHIBIT B

OPINION FROM COMPANY’S MARSHALL ISLANDS COUNSEL

Opinion should be to the effect that:

The Company is a corporation domesticated, validly existing and in good standing under Marshall Islands Law and has the corporate power and authority to own or lease its properties and to conduct its business, in each case in all material respects, as described in the Time of Sale Information and the Offering Memorandum.

Each Transaction Agreement has been duly authorized, validly executed and delivered by the Company.

The Company has all requisite corporate power and authority to execute and deliver each Transaction Agreement and to perform its obligations thereunder, including without limitation the issuance, sale, and delivery of the Notes and the issuance of the Conversion Shares as contemplated thereunder, and to consummate the other transactions contemplated thereby, all in accordance with and upon the terms and conditions set forth in the Transaction Agreements.

The Conversion Shares have been duly authorized and, if and when issued and delivered by the Company upon conversion of the debt evidenced by the Notes pursuant to and in compliance with the terms of the Transaction Agreements, will be validly issued, fully paid and nonassessable.

The execution, delivery and performance of the Transaction Agreements by the Company, including without limitation the offering, issuance and sale of the Notes and the issuance of the Conversion Shares as contemplated thereunder, or the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or constitute a violation of the organizational documents of the Company or any Marshall Islands Entity (as defined below), (ii) violate any statute, law, rule, regulation, judgment, order or decree of which we are aware of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority situated in the Republic of the Marshall Islands directed to the Company or result in a proceeding before such court, regulatory body, administrative agency, governmental body, arbitrator or other authority in the Republic of the Marshall Islands to which the Company is a party, (iii) violate Marshall Islands Law, or (iv) to our knowledge, result in the creation or imposition of any pledges, liens, encumbrances, security interests, charges, equities or other claims by operation of law of the Republic of the Marshall Islands upon any property or assets of the Company or the Marshall Islands Entities.

B-1

The choice of New York law to govern the Purchase Agreement and the Indenture constitutes a valid choice of law under Marshall Islands Law.

The form of Note does not violate Marshall Islands Law.

Teekay Holdings Limited, a Bermuda company (“Teekay Holdings”), owns of record 100% of the membership interests in Teekay GP L.L.C. (“TGP GP), a Marshall Islands limited liability company. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of TGP GP, and are fully paid (to the extent required under the TGP GP limited liability company 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 GP limited liability company agreement).

10.

TGP GP owns of record a 2.0% general partner interest (excluding preferred units) in Teekay LNG Partners L.P., a limited partnership formed under Marshall Islands Law (“TGP”), and is the sole general partner of TGP. Such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of TGP (as amended or restated prior to the date hereof, the “TGP LPA”). To our knowledge, TGP GP beneficially owns such general partner interest free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions. The term “Claim Exceptions” with respect to any limited liability company membership interest, shareholding interest, limited partnership interest or other interest as used herein shall mean: (i) pledges, liens, encumbrances, security interests or other claims as described in, referred to (including by incorporation by reference) or disclosed in the Time of Sale Information or the Offering Memorandum, (ii) any liens pursuant to credit agreements, security agreements or financing documents described in, referred to (including by incorporation by reference) or disclosed in the Time of Sale Information or the Offering Memorandum, and (iii) restrictions on transferability contained in the relevant organizational documents or under applicable securities laws, as applicable.

B-2

11.

TGP GP owns of record 100% of the Incentive Distribution Rights (for purposes of this paragraph, as defined in the TGP LPA) of TGP. The Incentive Distribution Rights of TGP have been duly authorized and validly issued in accordance with the TGP LPA, and are fully paid (to the extent required under the TGP LPA) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may otherwise be provided in the TGP LPA). To our knowledge, TGP GP beneficially owns such Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

12.

13.

14.

TOO GP owns of record 100% of the Incentive Distribution Rights (for purposes of this paragraph, as defined in the TOO LPA) of TOO. As of the date hereof, 38,211,772 common units of TOO are owned by Teekay Finance Limited, a Bermuda company (“Teekay Finance”), through brokerage accounts, 16,560,066 are owned of record by Teekay Shipping Limited, a Bermuda company, and 1,815,646 common units of TOO are owned of record by Teekay Holdings. These common units of TOO and the Incentive Distribution Rights of TOO have been duly authorized and validly issued in accordance with the TOO LPA, and are fully paid (to the extent required under the TOO LPA) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may otherwise be provided in the TOO LPA). To our knowledge, TOO GP beneficially owns such Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

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15.

16.

17.

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18.

19.

The entities formed or incorporated under Marshall Islands Law (the “Marshall Islands Operating Subsidiaries”) and identified in Schedule A hereto under the heading “Marshall Islands Operating Subsidiary” are owned of record as described on Schedule A hereto. The equity interests in each of the Marshall Islands Operating Subsidiaries have been duly authorized and validly issued in accordance with the respective organizational documents of each such Marshall Islands Operating Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the applicable organizational document) and nonassessable (except as such nonassessability may be affected by applicable Marshall Islands Law and except as may be provided in the applicable organizational documents). To our knowledge, each of the Company, Teekay Offshore Holdings L.L.C., and TNK, as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Marshall Islands Operating Subsidiaries as described in parts 1, 3, 4, 5, 6 and 8 of Schedule A, as applicable, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

20.

Each of TGP GP, TOO GP, TGP, TOO, TNK, TGP Operating Company, Teekay Offshore Holdings L.L.C., ShuttleCo, OLP GP and TOO Operating Company has been duly formed or incorporated and each such entity and each of the Marshall Islands Operating Subsidiaries (collectively, the “Marshall Islands Entities”) is validly existing and in good standing as a limited liability company, limited partnership or corporation, as applicable, under Marshall Islands Law, and each has the limited liability company, limited partnership or corporate, as applicable, power and authority to own or lease its properties and to conduct its business, in each case in all material respects, as described in the Time of Sale Information and the Offering Memorandum and the documents incorporated by reference therein.

21.

Except as described in or incorporated by reference in the Time of Sale Information, the Offering Memorandum, and the Company’s Amended and Restated Rights Agreement dated July 2, 2010 and made between the Company and the Bank of New York Mellon as rights agent, there are no preemptive rights or other rights to subscribe for or to purchase any equity interests in the Company, in each case pursuant to the organizational documents of the Company.

22.

Except as referred to (including by incorporation by reference) or described in the Time of Sale Information and the Offering Memorandum, no permit, consent, approval, authorization, order, registration, filing or qualification of or with any

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court, governmental agency or body of the Republic of the Marshall Islands having jurisdiction over the Company, any of the Marshall Islands Entities, or any of their respective properties is required in connection with the execution and delivery of the Transaction Agreements by the Company, or the performance of the transactions contemplated thereby, including without limitation the issuance and sale of the Notes and the issuance of the Conversion Shares as contemplated thereunder.

23.

To our knowledge, no permits, consents, licenses, franchises, concessions, certificates and authorizations (collectively, “Permits”) of, or declarations or filings with, any governmental or regulatory authorities of the Republic of the Marshall Islands are required for any of the Company or the Marshall Islands Entities to own or lease its properties and to conduct its business in the manner described in the Time of Sale Information and the Offering Memorandum, other than such Permits, declarations or filings with any Republic of the Marshall Islands governmental authority currently held or previously obtained, applied, received or filed by any of the Company or the applicable Marshall Islands Entity or required for the ownership, management, charter or operations of vessels or rigs that are flagged in the Marshall Islands.

24.

The statements (i) in the Company’s Form 20-F for the year ended December 31, 2016 under the captions “Item 4. Information on the Company — E. Taxation of the Company — Marshall Islands Taxation” and “Item 10. Additional Information — Non-United States Tax Considerations — Marshall Islands Tax Considerations” and (ii) in the Offering Memorandum under the captions “Non-United States Tax Considerations – Marshall Islands Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities”, insofar as they purport to constitute summaries of Marshall Islands Law or legal conclusions of Marshall Islands Law, fairly describe in all material respects the portions of the statutes and regulations addressed thereby, subject to the qualifications and assumptions stated therein. For the avoidance of doubt, we take no view on the accuracy of descriptions of any contracts or organizational documents which may be included under such captions.

25.

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have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Marshall Islands, (iv) the judgment conflicts with another final and conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for the trial of the action.

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TEEKAY CORPORATION

Date: January 26, 2018

/s/ Kenneth Hvid

Kenneth Hvid

President and Chief Executive Officer