EXHIBIT 10.1 THIS AGREEMENT is dated 22nd February, 2001 between: (1) NAVIERA TEEKAY GAS S.L., (formerly known as Naviera F. Tapias Gas S.A.) a company organised and existing under the laws of Spain, whose registered office is at C/Musgo n 5, 2...Agreement • April 11th, 2005 • Teekay LNG Partners L.P. • Water transportation • Madrid
RELATING TO THE SALE AND PURCHASE OF THE ENTIRE OWNERSHIP INTEREST IN, AND ALL PROMISSORY NOTES ISSUED BY,Purchase Agreement • November 3rd, 2005 • Teekay LNG Partners L.P. • Water transportation
EXHIBIT 3.4 FORM OF OPERATING AGREEMENT SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTOperating Agreement • April 11th, 2005 • Teekay LNG Partners L.P. • Water transportation • Marshall Islands
BETWEENTeekay LNG Partners L.P. • April 11th, 2005 • Water transportation • Madrid
EXHIBIT 1.1 TEEKAY LNG PARTNERS L.P. 4,000,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT ---------------------- Citigroup Global Markets Inc. November __, 2005 [Co-Managers -- to come] c/o Citigroup Global Markets Inc....Underwriting Agreement • November 3rd, 2005 • Teekay LNG Partners L.P. • Water transportation • New York
Exhibit 1.1 TEEKAY LNG PARTNERS L.P. 5,500,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT Citigroup Global Markets Inc. ___________, 2005 UBS Securities LLC A.G. Edwards & Sons, Inc. Wachovia Capital Markets, LLC...Teekay LNG Partners L.P. • April 21st, 2005 • Water transportation • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. AS AMENDEDTeekay LNG Partners L.P. • May 13th, 2011 • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of May 10, 2005, and amended as of May 31, 2006 and January 1, 2007, is entered into by and between Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Shipping Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • November 2nd, 2005 • Teekay LNG Partners L.P. • Water transportation
EXHIBIT 10.10 FORM OF PURCHASE AGREEMENT THIS NAKILAT SHARE PURCHASE AGREEMENT MADE THE DATE. BETWEEN TEEKAY SHIPPING CORPORATION, a Marshall Islands company having an office at Bayside Executive Park, TK House, West Bay Street & Blake Road, Nassau,...Form of Purchase Agreement • April 11th, 2005 • Teekay LNG Partners L.P. • Water transportation
RECITALSConveyance and Assumption Agreement • April 21st, 2005 • Teekay LNG Partners L.P. • Water transportation • Marshall Islands
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P.Teekay LNG Partners L.P. • October 23rd, 2017 • Water transportation • Marshall Islands
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of October 23, 2017, is entered into by Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
BOND AGREEMENT between Teekay LNG Partners L.P. (Issuer) and Nordic Trustee ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN Teekay LNG Partners L.P. Senior Unsecured Bond Issue 2015/2020Bond Agreement • April 27th, 2016 • Teekay LNG Partners L.P. • Water transportation
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. AS AMENDEDTeekay LNG Partners L.P. • April 4th, 2011 • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of May 10, 2005, and amended as of May 31, 2006 and January 1, 2007, is entered into by and between Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Shipping Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
US$130,000,000 Secured Loan Agreement Dated 28 March 2014 (as Borrower) and others (as Lenders) and others (as Mandated Lead Arrangers) (as Bookrunner) and others (as Swap Providers) (as Agent)Teekay LNG Partners L.P. • April 27th, 2016 • Water transportation
Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, a term loan facility of one hundred and thirty million Dollars (US$130,000,000)) to assist the Borrower to finance in part the purchase price of the Vessel.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TEEKAY LNG PARTNERS L.P. AND THE INVESTORS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • August 22nd, 2013 • Teekay LNG Partners L.P. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2013, by and among Teekay LNG Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the “Investors”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P.Teekay LNG Partners L.P. • October 5th, 2016 • Water transportation • Marshall Islands
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of October 5, 2016, is entered into by Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
LOAN FACILITY AGREEMENTLoan Facility Agreement • December 21st, 2006 • Teekay LNG Partners L.P. • Water transportation
Each of the Banks has agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding three hundred and thirty million Dollars ($330,000,000) to refinance the Existing Indebtedness and thereafter for the general corporate purposes of the Borrower Group on the terms and conditions herein set forth.
TEEKAY LNG PARTNERS L.P. 3,700,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2011 • Teekay LNG Partners L.P. • Water transportation • New York
Teekay LNG Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (the “Agreement”) 3,700,000 Common Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to you an option to purchase up to 555,000 additional Common Units to cover over-allotments (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
DATED 17 February 2012 MALT LNG HOLDINGS ApS (as Borrower) - and - THE VARIOUS LENDERS (as Lenders) - and - MIZUHO CORPORATE BANK, LTD. (as Mandated Lead Arranger) - and - MIZUHO CORPORATE BANK, LTD. (as Agent) US$510,720,000 LOAN AGREEMENTLoan Agreement • April 11th, 2012 • Teekay LNG Partners L.P. • Water transportation
Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, an amount not exceeding the Maximum Amount) to assist the Borrower in (i) purchasing shares in the Target and (ii) any potential refinancing of loans at the level of the Target and/or any of its Subsidiaries.
Dated 10 October 2008 MiNT LNG I, LTD. (1 ) (as Borrower) The Banks and Financial Institutions listed (2 ) in Annex 1 (as Lenders) The Banks and Financial Institutions listed (3 ) in Annex 1 (as Swap Providers) BNP PARIBAS S.A. (4 ) (as Agent) BNP...Loan Agreement • April 11th, 2012 • Teekay LNG Partners L.P. • Water transportation
Dated 28 JUNE 2013 MALT SINGAPORE PTE. LTD. arranged by COMMONWEALTH BANK OF AUSTRALIA with COMMONWEALTH BANK OF AUSTRALIA as Hedging Co-ordinator COMMONWEALTH BANK OF AUSTRALIA as Agent CBA CORPORATE SERVICES (NSW) PTY LTD as Security Agent FACILITY...Teekay LNG Partners L.P. • November 27th, 2013 • Water transportation
FACILITY AGREEMENT DECEMBER 2014 Between QATAR NATIONAL BANK SAQ (as Facility Agent and Security Agent) THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 7 (as Original Lenders) and NAKILAT HOLDCO L.L.C. (as Borrower)Facility Agreement • April 23rd, 2015 • Teekay LNG Partners L.P. • Water transportation • England
AGREEMENT AND PLAN OF MERGER BY AND AMONG STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP LIMESTONE MERGER SUB, INC. TEEKAY LNG PARTNERS, L.P. AND TEEKAY GP L.L.C. DATED AS OF OCTOBER 4, 2021Agreement and Plan of Merger • October 12th, 2021 • Teekay LNG Partners L.P. • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 4, 2021 (this “Agreement”), is entered into by and among Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Parent”), Limestone Merger Sub, Inc., a Marshall Islands corporation (“Merger Sub” and, with Parent, the “Parent Entities”), Teekay LNG Partners, L.P., a Republic of Marshall Islands limited partnership (“Partnership”), and Teekay GP LLC, a Republic of Marshall Islands limited liability company and the general partner of Partnership (“General Partner”). Parent, Merger Sub, Partnership and General Partner are each sometimes referred to as a “Party” and collectively as the “Parties”.
Voting and Support AgreementVoting and Support Agreement • October 12th, 2021 • Teekay LNG Partners L.P. • Water transportation • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of October 4, 2021, is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation (“TKC”) and a direct and indirect common unitholder of Teekay LNG Partners, L.P. a Republic of Marshall Islands limited partnership (the “Partnership”), Teekay Finance Limited, a Bermuda corporation (“TFL” and together with TKC, the “TK Parties”) a direct common unitholder of the Partnership, and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Parent”). Parent, TKC and TFL are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TEEKAY LNG PARTNERS L.P. 2,800,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2014 • Teekay LNG Partners L.P. • Water transportation • New York
Teekay LNG Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (the “Underwriters”), 2,800,000 Common Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”), pursuant to the terms of this agreement (the “Agreement”). The Partnership also proposes to grant to you an option to purchase up to 420,000 additional Common Units (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
Dated 7 November 2014 SOLAIA SHIPPING L.L.C. and EXCELSIOR BVBA as Borrowers arranged by NORDEA BANK NORGE ASA as Bookrunner and THE PARTIES REFERRED TO HEREIN as Arrangers with NORDEA BANK NORGE ASA as Agent and NORDEA BANK NORGE ASA as Security...Facility Agreement • May 26th, 2015 • Teekay LNG Partners L.P. • Water transportation
DATED JULY 2014 CHINA LNG SHIPPING (HOLDINGS) LIMITED and TEEKAY LNG OPERATING LLC SHAREHOLDERS’ AGREEMENT RELATING TO TC LNG SHIPPING LLCShareholders’ Agreement • April 23rd, 2015 • Teekay LNG Partners L.P. • Water transportation
ContractDsme Option • April 26th, 2017 • Teekay LNG Partners L.P. • Water transportation
DSME OPTION VESSEL NO. 1 L.L.C.(AS SELLERS) HAI JIAO 1606 LIMITED(AS BUYERS) MEMORANDUM OF AGREEMENT IN RESPECT OFONE (1) LIQUEFIED NATURAL GAS CARRIERWITH BUILDER'S HULL NUMBER 2453
EXCHANGE AGREEMENT between TEEKAY LNG PARTNERS L.P. and TEEKAY GP L.L.C. Dated as of May 9, 2020Exchange Agreement • May 11th, 2020 • Teekay LNG Partners L.P. • Water transportation • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of May 9, 2020, is entered into by and between Teekay LNG Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), and Teekay GP L.L.C., a limited liability company organized under the laws of the Republic of the Marshall Islands (the “General Partner”).
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P.Teekay LNG Partners L.P. • October 20th, 2009 • Water transportation • Marshall Islands
This Amendment No. 2 (this “Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. (the “Partnership”) is hereby adopted effective as of January 1, 2007, by Teekay GP L.L.C., a Marshall Islands limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement (as defined below).
OMNIBUS AGREEMENT among TEEKAY SHIPPING CORPORATION, and TEEKAY GP L.L.C., TEEKAY LNG PARTNERS L.P. and TEEKAY LNG OPERATING L.L.C. and TEEKAY OFFSHORE GP L.L.C., TEEKAY OFFSHORE PARTNERS L.P., TEEKAY OFFSHORE OPERATING GP L.L.C. and TEEKAY OFFSHORE...Omnibus Agreement • April 19th, 2007 • Teekay LNG Partners L.P. • Water transportation
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of, the Offshore Closing Date (as defined herein), among Teekay Shipping Corporation, a Marshall Islands corporation (“Teekay”), Teekay GP L.L.C., a Marshall Islands limited liability company (including any permitted successors and assigns under the Teekay LNG MLP Agreement (as defined herein), “Teekay LNG General Partner”), for itself and on behalf of Teekay LNG MLP in its capacity as general partner, Teekay LNG Operating L.L.C., a Marshall Islands limited liability company (“Teekay LNG OLLC”), Teekay LNG Partners L.P., a Marshall Islands limited partnership (“Teekay LNG MLP”), Teekay Offshore GP L.L.C., a Marshall Islands limited liability company (including any permitted successors and assigns under the Teekay Offshore MLP Agreement (as defined herein), “Teekay Offshore General Partner”), for itself and on behalf of the Teekay Offshore MLP in its capacity as general partner, Teekay Offshore Partners L.P
Teekay LNG Partners L.P. Underwriting Agreement 6,000,000 8.50% Series B Fixed- to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, Representing Limited Partner Interests in the Partnership, Plus an option to purchase from the...Underwriting Agreement • October 23rd, 2017 • Teekay LNG Partners L.P. • Water transportation • New York
Teekay LNG Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), 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, 6,000,000 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Series B Preferred Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 900,000 additional Series B Preferred Units (the “Option Units;” the Firm Units and the Option Units being hereinafter collectively called the “Units”). 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
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT by and between TEEKAY CORPORATION (“Seller”) and STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP (“Buyer”) dated as of October 4, 2021Limited Liability Company Interest • October 12th, 2021 • Teekay LNG Partners L.P. • Water transportation • Delaware
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation (“Seller”), and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Buyer” and each of Seller and Buyer, a “Party”).
US$60,000,000 Secured Term Loan Facility Agreement Dated 4 May 2016 (1)African Spirit L.L.C.European Spirit L.L.C.andAsian Spirit L.L.C.(as Borrowers)(2)Scotiabank Europe plc and others(as Lenders)(3)The Bank of Nova Scotia(as Agent)(4)Scotiabank...Teekay LNG Partners L.P. • August 19th, 2016 • Water transportation
TEEKAY LNG PARTNERS L.P. 5,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2011 • Teekay LNG Partners L.P. • Water transportation • New York
Teekay LNG Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (the “Agreement”) 5,500,000 Common Units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to you an option to purchase up to 825,000 additional Common Units (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
