Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity may Operate Restricted Businesses during the Applicable Period under the following circumstances only: (a) The Adena Entities may own and operate the businesses and assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. (b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Partnership Group to pursue in accordance with the procedures set forth in Section 2.3. (c) Subject to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 3.1 to the contrary, an Adena Entity the Teekay Entities and the LNG Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership, operation and/or chartering of Offshore Assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.a Qualifying Contract; (b) The Adena Entities may Operate Restricted Businesses the ownership, operation and/or chartering of any Offshore Assets that they acquire after the date of this Agreement if: (i) such Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay LNG General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the LNG Partnership Group Member has offered Teekay Offshore General Partner has elected not to cause a member the opportunity for any of the Teekay Offshore Partnership Group Members to pursue purchase such Offshore Assets in accordance with the procedures set forth in Section 2.3.5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to cause any Teekay Offshore Partnership Group Member to purchase such Offshore Assets; (c) Subject the ownership, operation and/or chartering of Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member as described in Section 3.2(b)(ii), or (ii) subject to Section 2.2(d5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Adena Entities may Operate a Restricted Business consisting Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending the applicable offer of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice Offshore Assets to the Teekay Offshore General Partner that Mining Operations have begun with respect and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Offshore Partnership Group Member to purchase such Hard Minerals Restricted Business and Offshore Assets, pending the closing of such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.purchase; (d) Notwithstanding anything the provision by Teekay Entities of ship management services relating to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an Offshore Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in an Offshore Restricted Business; (f) the ownership, operation and/or chartering of any Offshore Assets with respect to which Teekay Offshore General Partner has advised Teekay or Teekay LNG General Partner, as applicable, that Teekay Offshore General Partner has elected, with the approval of Teekay Offshore General Partner's Conflicts Committee, not to cause a Teekay Offshore Partnership Group Member to acquire (or seek to acquire); (g) the ownership by Teekay Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Periodlimited partnership interest in Teekay Offshore OLP, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl; (i) if C▇▇▇▇ has received a Trout Acceptance Notice with respect prior to such Option Reserves during the Option PeriodTeekay Entities owning 100% of Petrojarl, the earlier to occur ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the closing Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the sale of such Option Reserves to Trout Offshore Closing Date ("Petrojarl Excluded Assets") or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the expiration acquisition by the Teekay Entities of 100% of Petrojarl, the 45th day after receipt ownership, operation and/or chartering by Trout Petrojarl or Trout II, as applicable, its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 2.1(a) and Section 2.3 with respect 5.1 whether to purchase such Option Reserves, subject in each case to the rights of first refusalOffshore Assets and, if applicableTeekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, set forth in Section 3.3 pending the closing of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entitypurchase.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 4.1 to the contrary, an Adena Entity the LNG Partnership Group Members and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities the LNG Partnership Group Members may own and operate engage in the businesses and assets that are the subject ownership, operation and/or chartering of any of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution AgreementSuezmax Assets, in which latter event such businesses and assets shall not be subject to this Agreement.including any Replacement Suezmax Assets; (b) The Adena Entities the Offshore Partnership Group Members may Operate Restricted Businesses engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner has elected not to cause a member of or Teekay Offshore General Partner, as applicable); and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to pursue purchase such Crude Oil Assets in accordance with the procedures set forth in Section 2.3. (c) Subject 5.1 and Teekay has elected not to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production purchase and sale of the first ton of coal from not to cause another Teekay Entity to purchase such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Crude Oil Assets; (d) Notwithstanding anything the ownership, operation and/or chartering of Crude Oil Assets that are subject to the contrary an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 2.2(c)4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any closing of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).purchase; (e) The Adena Entities may Operate the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business consisting Business; or (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any Crude Oil Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice which Teekay has previously advised Teekay LNG General Partner or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay has elected not to the terms and conditions set forth in the Purchase Option Agreement cause a Teekay Entity to acquire (or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect seek to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(eacquire), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Capital Maritime Entities may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets acquiring, owning, chartering or operating Tankers that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.a Qualifying Contract; (b) The Adena Entities may Operate Restricted Businesses (i) acquiring one or more Tankers that are subject to Qualifying Contracts after the General Partner has elected not date of this Agreement if the Capital Maritime Entity offers to cause a member of sell to the Partnership Group to pursue Members each such Tanker Asset for the acquisition price at the time it is acquired plus any applicable Break-up Costs, in accordance with the procedures set forth in Section 2.3.4.1; or (ii) putting a Tanker that the Capital Maritime Entity owns or operates under a Qualifying Contract if the Capital Maritime Entity offers to sell to the Partnership Group Members each such Tanker for its fair market value at the time it is made subject to a Qualifying Contract and, in each case, at each renewal or extension of that Qualifying Contract, in accordance with the procedures set forth in Section 4.1; (c) Subject acquiring one or more Tankers that are subject to Section 2.2(d), Qualifying Contracts as part of the Adena Entities may Operate acquisition of a Restricted Business consisting controlling interest in a business or package of Non-Producing Hard Minerals Reserves; assets and owning and operating or chartering those Tanker Assets provided, however, that upon production and sale that: (i) if less than a majority of the first ton value of coal from such reservesthe total assets or business acquired is attributable to those Tanker Assets, as determined in good faith by the board of directors of Capital Maritime, the relevant Adena Capital Maritime Entity will promptly provide written notice must offer to sell to the General Partner that Mining Operations have begun with respect to Partnership Group Members such Hard Minerals Restricted Business and such Adena Entity shall comply Tanker Assets for fair market value plus any applicable Break-up Costs in accordance with the provisions procedures set forth in Section 4.1. (ii) if a majority or more of Section 2.1(athe value of the total assets or business acquired is attributable to those Tanker Assets, as determined in good faith by the board of directors of Capital Maritime, Capital Maritime shall notify the MLP in writing of the proposed acquisition. The MLP shall, not later than the tenth calendar day following receipt of such notice, notify Capital Maritime if any of the Partnership Group Members wish to acquire the Tanker Assets forming part of the business or package of assets in cooperation and simultaneously with Capital Maritime acquiring the other assets forming part of that business or package of assets. If the MLP does not notify Capital Maritime of its intent to pursue the acquisition within ten (10) and Section 2.3calendar days, Capital Maritime may proceed with the acquisition as provided in subsection (i) above. (d) Notwithstanding anything acquiring a non-controlling interest in any company, business or pool of assets; (e) acquiring, owning or operating Tankers subject to the contrary a Qualifying Contract that are subject to an offer to purchase by a Capital Maritime Entity as described in Section 2.2(c2.2(b) or (c), in each case, pending the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any applicable offer of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered Tanker Asset to the Partnership Group Members and the Partnership Group Members’ determination pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Entities may Operate a Restricted Business consisting 4.1 of Option Reserves until whether to purchase the earliest Tanker Assets and, if the Partnership Group Members determine to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to purchase such Option Reserves during the Option PeriodTanker Asset, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) pending the closing of such purchase; (f) acquiring, owning or operating Tankers subject to a Qualifying Contract that are subject to an offer to purchase by a Capital Maritime Entity as described in Section 2.2(b) or (c), in each case, if the sale of Board has elected to cause any Partnership Group Member to acquire or operate such Option Reserves Tanker Assets; (g) providing ship management services relating to Trout any vessel whatsoever, including to Tanker Assets, owned by any Capital Maritime Entity; or (h) acquiring, operating or Trout II, as applicable, pursuant chartering Tankers that are subject to Qualifying Contracts if the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect Board has previously advised Capital Maritime that it consents to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly operation or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entitycharter.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and ownership, operation and/or chartering of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired as part of a business or package of assets that are in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until the closing fair market value of the transactions contemplated thereby total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay Offshore General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the earlier termination Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. (b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Teekay LNG Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3.5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to cause any Teekay LNG Partnership Group Member to purchase such LNG Assets; (b) the ownership, operation and/or chartering of LNG Assets that (i) are subject to an offer to purchase by a Teekay Entity or an Offshore Partnership Group Member as described in Section 2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay LNG Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d), the Adena Entities may Operate a an LNG Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Business; (d) Notwithstanding anything the acquisition of up to the contrary a 9.9% equity ownership, voting or profit participation interest in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included publicly traded Person (other than Teekay LNG MLP) that engages in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an LNG Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena Entities may Operate a Restricted Business consisting the ownership, operation and/or chartering of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any LNG Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice which Teekay LNG General Partner has advised Teekay or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay LNG General Partner has elected, with the approval of Teekay LNG General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or (f) the ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the terms Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and conditions set forth in Teekay LNG MLP if the Purchase Option Agreement Teekay LNG MLP fails to perform its obligations to purchase (or the Wildcat Agreement, as applicable, and (Bto cause other Teekay LNG Partnership Group Members to purchase) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to LNG Assets under such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entityagreement.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership and/or operation of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until fair market value (as determined in good faith by the closing board of directors of Teekay) of the transactions contemplated thereby total assets or the earlier termination of the Second Contribution Agreementbusiness acquired; and TEEKAY LNG PARTNERS, in which latter event such businesses and assets shall not be subject to this Agreement.L.P. OMNIBUS AGREEMENT (bii) The Adena Entities may Operate Restricted Businesses that the Teekay Entity has offered the General Partner has elected not to cause a member the opportunity for any of the Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3.4.1 and the General Partner, with the approval of the Conflicts Committee, has elected not to cause any Partnership Group Member to purchase such LNG Subject Assets; (b) the ownership and/or operation of LNG Assets that (i) are subject to an offer by a Teekay Entity as described in Section 2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the LNG Assets and, if the General Partner's Conflicts Committee determines to cause a Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d), the Adena Entities may Operate a an LNG Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Business; (d) Notwithstanding anything the acquisition of up to the contrary a 9.9% equity ownership, voting or profit participation interest in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included publicly traded Person that engages in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an LNG Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena Entities may Operate the ownership and/or operation by a Restricted Business consisting Teekay Entity of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any LNG Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to which the General Partner has advised Teekay that Mining Operations have begun the General Partner has elected, with respect the approval of the Conflicts Committee, not to such Option Reserves cause a Partnership Group Member to acquire (or seek to acquire) ; or (f) the ownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, 2005, between Teekay and the Adena Entities shall be required MLP if the MLP fails to comply with the provisions of Section 2.1(aperform its obligations to purchase (or to cause other Partnership Group Members to purchase) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entityLNG carriers under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 3.1 to the contrary, an Adena Entity the Teekay Entities and the LNG Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership, operation and/or chartering of Offshore Assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.a Qualifying Contract; (b) The Adena Entities may Operate Restricted Businesses the ownership, operation and/or chartering of any Offshore Assets that they acquire after the date of this Agreement if: (i) such Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay LNG General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the LNG Partnership Group Member has offered Teekay Offshore General Partner has elected not to cause a member the opportunity for any of the Teekay Offshore Partnership Group Members to pursue purchase such Offshore Assets in accordance with the procedures set forth in Section 2.3.5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to cause any Teekay Offshore Partnership Group Member to purchase such Offshore Assets; AMENDED AND RESTATED OMNIBUS AGREEMENT (c) Subject the ownership, operation and/or chartering of Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member as described in Section 3.2(b)(ii), or (ii) subject to Section 2.2(d5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Adena Entities may Operate a Restricted Business consisting Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending the applicable offer of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice Offshore Assets to the Teekay Offshore General Partner that Mining Operations have begun with respect and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Offshore Partnership Group Member to purchase such Hard Minerals Restricted Business and Offshore Assets, pending the closing of such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.purchase; (d) Notwithstanding anything the provision by Teekay Entities of ship management services relating to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an Offshore Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in an Offshore Restricted Business; (f) the ownership, operation and/or chartering of any Offshore Assets with respect to which Teekay Offshore General Partner has advised Teekay or Teekay LNG General Partner, as applicable, that Teekay Offshore General Partner has elected, with the approval of Teekay Offshore General Partner's Conflicts Committee, not to cause a Teekay Offshore Partnership Group Member to acquire (or seek to acquire); (g) the ownership by Teekay Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Periodlimited partnership interest in Teekay Offshore OLP, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl; (i) if C▇▇▇▇ has received a Trout Acceptance Notice with respect prior to such Option Reserves during the Option PeriodTeekay Entities owning 100% of Petrojarl, the earlier to occur ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the closing Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the sale of such Option Reserves to Trout Offshore Closing Date ("Petrojarl Excluded Assets") or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the expiration acquisition by the Teekay Entities of 100% of Petrojarl, the 45th day after receipt ownership, operation and/or chartering by Trout Petrojarl or Trout II, as applicable, its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 2.1(a) and Section 2.3 with respect 5.1 whether to purchase such Option Reserves, subject in each case to the rights of first refusalOffshore Assets and, if applicableTeekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, set forth in Section 3.3 pending the closing of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicablesuch purchase. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.AMENDED AND RESTATED OMNIBUS AGREEMENT

Permitted Exceptions. Notwithstanding any provision of Section 2.1 4.1 to the contrary, an Adena Entity the LNG Partnership Group Members and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances only: activities under any of the following circumstances: (a) The Adena Entities the LNG Partnership Group Members may own and operate engage in the businesses and assets that are the subject ownership, operation and/or chartering of any of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution AgreementSuezmax Assets, in which latter event such businesses and assets shall not be subject to this Agreement. including any Replacement Suezmax Assets; (b) The Adena Entities the Offshore Partnership Group Members may Operate Restricted Businesses engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner has elected not to cause a member of or Teekay Offshore General Partner, as applicable); and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to pursue purchase such Crude Oil Assets in accordance with the procedures set forth in Section 2.3. 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets; (cd) Subject the ownership, operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 2.2(d)4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the Adena Entities may Operate closing of such purchase; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business consisting Business; or (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun any Crude Oil Assets with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange which Teekay has previously advised Teekay LNG General Partner or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay has elected not to the terms and conditions set forth in the Purchase Option Agreement cause a Teekay Entity to acquire (or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offerseek to acquire). Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.ARTICLE V

Permitted Exceptions. Notwithstanding any provision of Section 2.1 3.1 to the contrary, an Adena Entity the Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets that are the subject ownership and/or operation of any of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution AgreementSuezmax Assets, in which latter event such businesses and assets shall not be subject to this Agreement.including any Replacement Suezmax Assets; (b) The Adena Entities may Operate Restricted Businesses the ownership and/or operation of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value (as determined in good faith by the General Partner has elected not to cause a member Partner's Conflicts Committee) of the total assets or business acquired; and (ii) the Partnership Group Member has offered Teekay the opportunity for Teekay or any other Teekay Entity to pursue purchase such Crude Oil Assets in accordance with the procedures set forth in Section 2.3.4.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets; (c) Subject the ownership and/or operation of Crude Oil Assets that are subject to an offer by a Partnership Group Member as described in Section 2.2(d)3.2(b) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets , pending the Adena Entities may Operate closing of such purchase; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business consisting Business; or (e) the ownership and/or operation by a Partnership Group Member of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice any Crude Oil Assets with respect to which Teekay has previously advised the General Partner that Mining Operations have begun with respect Teekay has elected not to such Hard Minerals Restricted Business and such Adena cause a Teekay Entity shall comply with the provisions of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with acquire (or seek to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3acquire). (e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances only: activities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and ownership, operation and/or chartering of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired as part of a business or package of assets that are in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until the closing fair market value of the transactions contemplated thereby total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay Offshore General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the earlier termination Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. (b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Teekay LNG Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3. 5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to cause any Teekay LNG Partnership Group Member to purchase such LNG Assets; (b) the ownership, operation and/or chartering of LNG Assets that (i) are subject to an offer to purchase by a Teekay Entity or an Offshore Partnership Group Member as described in Section 2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay LNG Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d)an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in an LNG Restricted Business; (e) the Adena Entities may Operate a Restricted Business consisting ownership, operation and/or chartering of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun any LNG Assets with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange which Teekay LNG General Partner has advised Teekay or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay LNG General Partner has elected, with the approval of Teekay LNG General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or (f) the ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the terms Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and conditions set forth in Teekay LNG MLP if the Purchase Option Agreement Teekay LNG MLP fails to perform its obligations to purchase (or the Wildcat Agreement, as applicable, and (Bto cause other Teekay LNG Partnership Group Members to purchase) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option OfferLNG Assets under such agreement. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings ARTICLE III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.OFFSHORE RESTRICTED BUSINESS OPPORTUNITIES 3.1

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and ownership, operation and/or chartering of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired as part of a business or package of assets that are in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until the closing fair market value of the transactions contemplated thereby total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay Offshore General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the earlier termination Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. (b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Teekay LNG Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3.5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to cause any Teekay LNG Partnership Group Member to purchase such LNG Assets; (b) the ownership, operation and/or chartering of LNG Assets that (i) are subject to an offer to purchase by a Teekay Entity or an Offshore Partnership Group Member as described in Section 2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay LNG Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d), the Adena Entities may Operate a an LNG Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Business; (d) Notwithstanding anything the acquisition of up to the contrary a 9.9% equity ownership, voting or profit participation interest in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included publicly traded Person (other than Teekay LNG MLP) that engages in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an LNG Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena Entities may Operate a Restricted Business consisting the ownership, operation and/or chartering of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any LNG Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice which Teekay LNG General Partner has advised Teekay or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay LNG General Partner has elected, with the approval of Teekay LNG AMENDED AND RESTATED OMNIBUS AGREEMENT General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or (f) the ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the terms Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and conditions set forth in Teekay LNG MLP if the Purchase Option Agreement Teekay LNG MLP fails to perform its obligations to purchase (or the Wildcat Agreement, as applicable, and (Bto cause other Teekay LNG Partnership Group Members to purchase) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to LNG Assets under such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entityagreement.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership and/or operation of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired as part of a business in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until fair market value (as determined in good faith by the closing board of directors of Teekay) of the transactions contemplated thereby total assets or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.business acquired; and (bii) The Adena Entities may Operate Restricted Businesses that the Teekay Entity has offered the General Partner has elected not to cause a member the opportunity for any of the Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3.4.1 and the General Partner, with the approval of the Conflicts Committee, has elected not to cause any Partnership Group Member to purchase such LNG Assets; (b) the ownership, operation and/or chartering of LNG Assets that (i) are subject to an offer to purchase by a Teekay Entity as described in Section 2.2(a)(ii) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the LNG Assets and, if the General Partner's Conflicts Committee determines to cause a Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d), the Adena Entities may Operate a an LNG Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Business; (d) Notwithstanding anything the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than the contrary MLP) that engages in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an LNG Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena Entities may Operate a Restricted Business consisting the ownership, operation and/or chartering of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any LNG Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to which the General Partner has advised Teekay that Mining Operations have begun the General Partner has elected, with respect the approval of the Conflicts Committee, not to such Option Reserves cause a Partnership Group Member to acquire (or seek to acquire); or (f) the ownership and/or operation by Teekay Entities of the LNG Assets subject to the Stock Purchase Agreement dated as of ___________, 2005, between Teekay and the Adena Entities shall be required MLP if the MLP fails to comply with the provisions of Section 2.1(aperform its obligations to purchase (or to cause other Partnership Group Members to purchase) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entityLNG Assets under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity the Teekay Entities may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership and/or operation of any LNG Assets that they acquire after the date of this Agreement if: (i) such LNG Assets are acquired in a transaction in which the subject fair market value of such LNG Assets represents less than a majority of the Second Contribution Agreement until fair market value (as determined in good faith by the closing board of directors of Teekay) of the transactions contemplated thereby total assets or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.business acquired; and (bii) The Adena Entities may Operate Restricted Businesses that the Teekay Entity has offered the General Partner has elected not to cause a member the opportunity for any of the Partnership Group Members to pursue purchase such LNG Assets in accordance with the procedures set forth in Section 2.3.4.1 and the General Partner, with the approval of the Conflicts Committee, has elected not to cause any Partnership Group Member to purchase such LNG Subject Assets; (b) the ownership and/or operation of LNG Assets that (i) are subject to an offer by a Teekay Entity as described in Section 2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the LNG Assets and, if the General Partner's Conflicts Committee determines to cause a Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase; (c) Subject the provision by Teekay Entities of ship management services relating to Section 2.2(d), the Adena Entities may Operate a an LNG Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Business; (d) Notwithstanding anything the acquisition of up to the contrary a 9.9% equity ownership, voting or profit participation interest in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included publicly traded Person that engages in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure an LNG Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).Business; (e) The Adena Entities may Operate the ownership and/or operation by a Restricted Business consisting Teekay Entity of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any LNG Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to which the General Partner has advised Teekay that Mining Operations have begun the General Partner has elected, with respect the approval of the Conflicts Committee, not to such Option Reserves cause a Partnership Group Member to acquire (or seek to acquire) ; or (f) the ownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, 2005, between Teekay and the Adena Entities shall be required MLP if the MLP fails to comply with the provisions of Section 2.1(aperform its obligations to purchase (or to cause other Partnership Group Members to purchase) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entityLNG carriers under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 4.1 to the contrary, an Adena Entity the LNG Partnership Group Members and the Offshore Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances onlyactivities under any of the following circumstances: (a) The Adena Entities the LNG Partnership Group Members may own and operate engage in the businesses and assets that are the subject ownership, operation and/or chartering of any of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution AgreementSuezmax Assets, in which latter event such businesses and assets shall not be subject to this Agreement.including any Replacement Suezmax Assets; (b) The Adena Entities the Offshore Partnership Group Members may Operate Restricted Businesses engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner has elected not to cause a member of or Teekay Offshore General Partner, as applicable); and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to pursue purchase such Crude Oil Assets in accordance with the procedures set forth in Section 2.3. (c) Subject 5.1 and Teekay has elected not to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production purchase and sale of the first ton of coal from not to cause another Teekay Entity to purchase such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.Crude Oil Assets; (d) Notwithstanding anything the ownership, operation and/or chartering of Crude Oil Assets that are subject to the contrary an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 2.2(c)4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any closing of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).purchase; (e) The Adena Entities may Operate the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business consisting Business; or AMENDED AND RESTATED OMNIBUS AGREEMENT (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice any Crude Oil Assets with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice which Teekay has previously advised Teekay LNG General Partner or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout IITeekay Offshore General Partner, as applicable, pursuant that Teekay has elected not to the terms and conditions set forth in the Purchase Option Agreement cause a Teekay Entity to acquire (or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect seek to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(eacquire), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 3.1 to the contrary, an Adena Entity the Teekay Entities and the LNG Partnership Group Members may Operate Restricted Businesses during the Applicable Period under engage in the following circumstances only: activities under any of the following circumstances: (a) The Adena Entities may own and operate the businesses and assets ownership, operation and/or chartering of Offshore Assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. a Qualifying Contract; (b) The Adena Entities may Operate Restricted Businesses the ownership, operation and/or chartering of any Offshore Assets that they acquire after the date of this Agreement if: (i) such Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay LNG General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the LNG Partnership Group Member has offered Teekay Offshore General Partner has elected not to cause a member the opportunity for any of the Teekay Offshore Partnership Group Members to pursue purchase such Offshore Assets in accordance with the procedures set forth in Section 2.3. 5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to cause any Teekay Offshore Partnership Group Member to purchase such Offshore Assets; (c) Subject the ownership, operation and/or chartering of Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member as described in Section 3.2(b)(ii), or (ii) subject to Section 2.2(d5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Adena Entities may Operate a Restricted Business consisting Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending the applicable offer of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice Offshore Assets to the Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Offshore Partnership Group Member to purchase such Offshore Assets, pending the closing of such purchase; (d) the provision by Teekay Entities of ship management services relating to an Offshore Restricted Business; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that Mining Operations have begun engages in an Offshore Restricted Business; (f) the ownership, operation and/or chartering of any Offshore Assets with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply which Teekay Offshore General Partner has advised Teekay or Teekay LNG General Partner, as applicable, that Teekay Offshore General Partner has elected, with the provisions approval of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything Teekay Offshore General Partner's Conflicts Committee, not to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with cause a Teekay Offshore Partnership Group Member to acquire (or seek to be included in or associated withacquire); (g) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed ownership by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Teekay Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Periodlimited partnership interest in Teekay Offshore OLP, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl; (h) (i) if C▇▇▇▇ has received a Trout Acceptance Notice with respect prior to such Option Reserves during the Option PeriodTeekay Entities owning 100% of Petrojarl, the earlier to occur ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the closing Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the sale of such Option Reserves to Trout Offshore Closing Date ("Petrojarl Excluded Assets") or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the expiration acquisition by the Teekay Entities of 100% of Petrojarl, the 45th day after receipt ownership, operation and/or chartering by Trout Petrojarl or Trout II, as applicable, its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 2.1(a) and Section 2.3 with respect 5.1 whether to purchase such Option Reserves, subject in each case to the rights of first refusalOffshore Assets and, if applicableTeekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, set forth in Section 3.3 pending the closing of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicablesuch purchase. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.ARTICLE IV