Teekay Tankers Ltd. Sample Contracts
Teekay Tankers Ltd. 20,000,000 Shares Plus an option to purchase from the Company up to 3,000,000 additional Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • December 24th, 2014 • Teekay Tankers Ltd. • Water transportation • New York
Standard Contracts
MANAGEMENT AGREEMENT AS AMENDEDManagement Agreement • April 12th, 2011 • Teekay Tankers Ltd. • Water transportation
THIS MANAGEMENT AGREEMENT, dated as of December 18, 2007, and amended as of May 7, 2009, September 21, 2010 and January 1, 2011, is entered into between TEEKAY TANKERS LTD. (the “Company”), a corporation formed under the laws of the Republic of The Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960, and TEEKAY TANKERS MANAGEMENT SERVICES LTD. (the “Manager”), a company formed under the laws of the Republic of The Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960.
MEMORANDUM OF AGREEMENT Dated 17th December, 2014 Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) IN 1956. SALEFORM 1993 Revised 1966, 1983...Memorandum of Agreement • December 18th, 2014 • Teekay Tankers Ltd. • Water transportation • London
US$126,637,500 Secured Term Loan Facility Agreement Dated 30 January 2015Secured Term Loan Facility Agreement • April 27th, 2016 • Teekay Tankers Ltd. • Water transportation
Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, an amount not exceeding the Maximum Amount) to assist the Borrower to finance up to fifty five per cent (55%) of the purchase price of each Collateral Vessel.
FACILITY AGREEMENT Dated: November 2007 BETWEEN: WHEREAS:Facility Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation
Each of the Lenders has agreed to advance to the A Borrowers (on a joint and several basis in respect of Tranche A) and the B Borrowers (on a joint and several basis in respect of Tranche B) its Commitment (aggregating, with all the other Commitments, a revolving credit facility of up to eight hundred and forty five million Dollars ($845,000,000) as increased from time to time pursuant to the provisions of Clause 2.1.2), Tranche A to be made available to the A Borrowers and Tranche B to be made available to the B Borrowers for (i) refinancing certain existing indebtedness of the Guarantor B Group, (ii) financing the purchase of vessels and (iii) the general
DATED 7 APRIL 2008Purchase Agreement • May 28th, 2008 • Teekay Tankers Ltd. • Water transportation
PURCHASE AGREEMENT relating to the sale and purchase of the entire ownership interests in GANGES SPIRIT L.L.C. (formerly DELAWARE SHIPPING L.L.C)
MANAGEMENT AGREEMENTManagement Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation
THIS MANAGEMENT AGREEMENT, dated as of December ___, 2007, is entered into between TEEKAY TANKERS LTD. (the “Company”) , a corporation formed under the laws of the Republic of The Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960, and TEEKAY TANKERS MANAGEMENT SERVICES LTD. (the “Manager”), a company formed under the laws of the Republic of The Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960.
GROSS REVENUE SHARING POOL AGREEMENTGross Revenue Sharing Pool Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation • London
DATED as of 1 November 2010 TEEKAY CORPORATION as Vendor and TEEKAY TANKERS LTD. as Purchaser PURCHASE AGREEMENT relating to the sale and purchase of the entire membership interests in Esther Spirit L.L.C. and Iskmati Spirit L.L.C.Purchase Agreement • November 30th, 2010 • Teekay Tankers Ltd. • Water transportation
Dated 5 July 2010 BETA ELEPHANT INC as Borrower the financial institutions listed in Schedule 1 as Original Lenders arranged by DEUTSCHE BANK AG, LONDON BRANCH with DEUTSCHE BANK LUXEMBOURG S.A. as Agent DEUTSCHE BANK LUXEMBOURG S.A. as Security Agent...Facility Agreement • September 10th, 2010 • Teekay Tankers Ltd. • Water transportation
57,500,000 Facility Agreement dated 5 July 2010 (the “Agreement”) to Alpha Elephant IncTransfer Certificate • September 10th, 2010 • Teekay Tankers Ltd. • Water transportation
TEEKAY TANKERS LTD. Class A Common Shares Having an Aggregate Offering Price of up to Equity Distribution AgreementEquity Distribution Agreement • November 18th, 2015 • Teekay Tankers Ltd. • Water transportation • New York
It is understood and agreed to by all parties that the Company has acquired the vessels (each, a “Vessel”) listed on Schedule I-A hereto from Teekay Corporation, a Marshall Islands corporation (the “Parent”) or third parties, as described more particularly in the Prospectus. It is further understood and agreed by all parties that:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation • New York
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into as of December ___, 2007, effective as of the Effective Time defined herein, among Teekay Corporation, a Marshall Islands corporation (“Teekay”), Teekay Holdings Limited, a Bermudian holding company and wholly owned subsidiary of Teekay (“THL”), and Teekay Tankers Ltd., a Marshall Islands corporation (“Teekay Tankers”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof.
Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012Memorandum of Agreement • November 18th, 2015 • Teekay Tankers Ltd. • Water transportation • London
Flag: Marshall Islands Place of Registration: Majuro GT/NT: 81,394/51,258 hereinafter called the “Vessel”, on the following terms and conditions:
COMMON STOCK PURCHASE AGREEMENT by and between TEEKAY TANKERS LTD. and THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Stock Purchase Agreement • August 7th, 2015 • Teekay Tankers Ltd. • Water transportation • New York
This COMMON STOCK PURCHASE AGREEMENT, dated August 4, 2015 (this “Agreement”), is by and between TEEKAY TANKERS LTD., a Marshall Islands corporation (the “Company”), and the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 1st, 2017 • Teekay Tankers Ltd. • Water transportation • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 31, 2017, by and among Teekay Corporation, a Marshall Islands corporation (“Teekay”), Teekay Holdings Limited, a Bermuda company and a wholly owned subsidiary of Teekay (“THL”), Teekay Finance Limited, a Bermuda company and a wholly owned subsidiary of THL (“TFL” and, together with Teekay and THL, “TK”), Tanker Investments Ltd., a corporation incorporated in the Republic of the Marshall Islands (“TIL”), and Teekay Tankers Ltd., a corporation incorporated in the Republic of the Marshall Islands (“TNK”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TEEKAY TANKERS LTD. AND THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of August 4, 2015Registration Rights Agreement • November 18th, 2015 • Teekay Tankers Ltd. • Water transportation • New York
This Registration Rights Agreement (this “Agreement”) is made, entered into and effective August 4, 2015 by and among Teekay Tankers Ltd., a Marshall Islands corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.
Dated: 30th September 2010 TEEKAY TANKERS HOLDINGS LIMITED and KRISS INVESTMENTS COMPANY and HIGH-Q INVESTMENT LIMITED SHAREHOLDERS AGREEMENTShareholders Agreement • November 30th, 2010 • Teekay Tankers Ltd. • Water transportation • London
DATED as of 15 June 2012 TEEKAY CORPORATION as Vendor and TEEKAY TANKERS LTD. as Purchaser BUSINESS PURCHASE AGREEMENT relating to the sale and purchase of the entire membership interests in Godavari Spirit L.L.C., Axel Spirit L.L.C., Mahanadi Spirit...Business Purchase Agreement • September 17th, 2012 • Teekay Tankers Ltd. • Water transportation
THIS PURCHASE AGREEMENT is made effective this 31st day of May 2017 BETWEEN:Purchase Agreement • June 1st, 2017 • Teekay Tankers Ltd. • Water transportation • England
TEEKAY HOLDINGS LIMITED, a company organized and existing under the laws of Bermuda and whose registered office is at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda (hereinafter referred to as “Seller”);
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 31, 2017 between TEEKAY TANKERS LTD., ROYAL 2017 LTD. and TANKER INVESTMENTS LTD.Merger Agreement • June 1st, 2017 • Teekay Tankers Ltd. • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2017 (this “Agreement”), between Teekay Tankers Ltd., a corporation incorporated in the Republic of the Marshall Islands (“TNK”), Royal 2017 Ltd., a corporation incorporated in the Republic of the Marshall Islands and a direct wholly owned subsidiary of TNK (“Merger Sub”), and Tanker Investments Ltd., a corporation incorporated in the Republic of the Marshall Islands (“TIL”). TNK, Merger Sub and TIL are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DATED JUNE 12 2009 TEEKAY CORPORATION as Vendor and TEEKAY TANKERS LTD. as Purchaser PURCHASE AGREEMENT relating to the sale and purchase of the entire ownership intereststs in ASHKINI SPIRIT L.L.C. (formerly INGEBORG SHIPPING L.L.C)Purchase Agreement • September 30th, 2009 • Teekay Tankers Ltd. • Water transportation
MANAGEMENT AGREEMENTManagement Agreement • April 10th, 2019 • Teekay Tankers Ltd. • Water transportation
This FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) dated as of March 31, 2019, is entered into between TEEKAY TANKERS LTD., a corporation formed under the laws of the Republic of The Marshall Islands (the “Company”), and TEEKAY SHIPPING LTD., a company formed under the laws of the Bermuda (the “Manager”) as successor by merger to TEEKAY TANKERS MANAGEMENT SERVICES LTD.
SCHEDULE OF AGREEMENTSMemoranda of Agreement • November 18th, 2015 • Teekay Tankers Ltd. • Water transportation
Subsidiaries of Teekay Tankers Ltd. have entered into certain Memoranda of Agreement, each dated August 4, 2015, with subsidiaries of Principal Maritime Tankers. These agreements are substantially identical in all material respects to the agreement filed as Exhibit 10.3 to this Form 6-K, except for differences relating to the names of the buyers and sellers, the vessel details (including but not limited to the ship name, Classification Society, Class notation, flag, tonnage, shipyard and year of build), the purchase price, the inspection date and location, and the existence of continuing charters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December ___, 2007, by and between Teekay Tankers Ltd., a Marshall Islands company (the “Company”), and Teekay Corporation, a Marshall Islands company (the “Stockholder”).
ADDENDUM TO MANAGEMENT AGREEMENTManagement Agreement • April 27th, 2016 • Teekay Tankers Ltd. • Water transportation
This ADDENDUM TO MANAGEMENT AGREEMENT (the “Addendum”) is dated as of March 23, 2016 and entered into between TEEKAY TANKERS LTD., a corporation formed under the laws of the Republic of The Marshall Islands (the “Company”) and TEEKAY TANKERS MANAGEMENT SERVICES LTD., a company formed under the laws of the Republic of The Marshall Islands (the “Manager’’).
NON-COMPETITION AGREEMENTNon-Competition Agreement • April 30th, 2013 • Teekay Tankers Ltd. • Water transportation
THIS NON-COMPETITION AGREEMENT is entered into on, and effective as of, June 15, 2012, between Teekay Corporation, a Marshall Islands corporation (“Teekay”) and Teekay Tankers Ltd., a Marshall Islands corporation (“TNK”).
