SECOND SUPPLEMENTAL INDENTURE
EXHIBIT I
THIS SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”) is made this 27th day of
January, 2010, among TEEKAY CORPORATION, a Xxxxxxxx Islands corporation (the “Company”), and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee (the “Trustee”).
WHEREAS, the Company has issued its 8.875% Senior Notes due July 15, 2011 in the original
aggregate principal amount of $350,000,000 (herein the “Notes”).
WHEREAS, the Notes were issued under the Indenture dated as of June 22, 2001 and the First
Supplemental Indenture dated as of December 6, 2001, each between the Company and the Trustee
(together, the “Indenture”).
WHEREAS, pursuant to its offer to purchase and consent solicitation statement dated January
11, 2010, (the “Offer to Purchase”) the Company commenced a Tender Offer for any and all of the
outstanding Notes (the “Tender Offer”) and solicited the consents of the holders of the Notes to
the Proposed Amendments (as defined in the Offer to Purchase and as set forth below) (the “Consent
Solicitation”).
WHEREAS, the approval of the holders of at least a majority in aggregate outstanding principal
amount of the Notes (not including any Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company) is sufficient to amend the terms of the Indenture as set forth herein.
WHEREAS, having received the approval of the holders of at least a majority in aggregate
outstanding principal amount of the Notes (not including any Notes owned by the Company, or by any
Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company) pursuant to Section 9.02 of the Indenture, the Company and the Trustee
desire to amend the Indenture, as provided hereinafter.
WHEREAS, all things necessary to make this Second Supplemental Indenture the legal, valid and
binding obligation of the Company, upon its execution hereof, have been done.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained in this Second Supplemental Indenture, the parties agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Notes:
1. Amendment of Section 5.01. Section 5.01 (Events of Default) is hereby amended as
follows: Each of Section 5.01(a)(4), (5), (6) and (8) are hereby deleted and replaced with
“Intentionally Omitted.” All references in the Indenture to such subsections shall also be deleted
in their entirety.
2. Amendment of Section 8.02. Section 8.02 (Successor Substituted) is hereby amended
as follows: The following sentence is hereby added to Section 8.02:
“In the event the Company, in a single transaction or a series of related transactions, (i)
consolidates or merges with or into any other Person or permits any other Person to
consolidate or merge with or into the Company; or (ii) directly or indirectly transfers,
sells, leases or otherwise disposes of all or substantially all of its assets, the Company
or any successor entity, as applicable, shall expressly assume, by a supplemental indenture
executed and delivered to the Trustee in form satisfactory to the Trustee, all of the
Company’s obligations under the Indenture in favor of the Trustee.”
3. Deletion of Certain Provisions. Each of Sections 8.01 (The Company May
Consolidate, Etc. Only Certain Terms), 10.04 (Corporate Existence), 10.05 (Maintenance of
Properties), 10.06 (Payment of Taxes and Other Claims), 10.07 (Maintenance of Insurance) and
Section 10.08 (Limitation on Liens), of the Indenture is hereby deleted in its entirety and
replaced with “Intentionally Omitted.” All references in the Indenture to such sections shall also
be deleted in their entirety.
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4. Deletion of Certain Definitions. All definitions set forth in Section 1.01 of the
Indenture that relate to defined terms used solely in sections or subsections deleted by this
Supplemental Indenture are hereby deleted in their entirety.
5. Amendment of the Notes. Any corresponding provisions reflected in the Notes shall
also be deemed amended in conformity herewith.
6. Effectiveness of Amendments. This Second Supplemental Indenture shall be effective
upon execution hereof by the Company and the Trustee; provided, however, that the amendments to the
Indenture set forth in Sections 1 through 4 of this Second Supplemental Indenture shall not become
operative until the first Payment Date (as defined in the Offer to Purchase). If the Tender Offer
is terminated, withdrawn or otherwise not consummated prior to acceptance of the Notes, this Second
Supplemental Indenture shall automatically become null and void ab initio.
7. Terms Defined in the Indenture. All capitalized terms used in this Second
Supplemental Indenture and not defined herein shall have the meanings assigned to them in the
Indenture.
8. Interpretation; Severability; Headings. Upon the execution and delivery of this
Second Supplemental Indenture, the Indenture shall be modified and amended in accordance with this
Second Supplemental Indenture, and all the terms and conditions of both shall be read together as
though they constitute one instrument, except that, in case of conflict, the provisions of this
Second Supplemental Indenture will control. The Indenture, as modified and amended by this Second
Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every
Holder of Notes. In case of conflict between the terms and conditions contained in the Notes and
those contained in the Indenture, as modified and amended by this Second Supplemental Indenture,
the provisions of the Indenture, as modified by this Second Supplemental Indenture, shall control.
In case any provision in this Second Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. The Section headings in this Second Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.
9. Conflicts with Trust Indenture Act. If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is
required under the Trust Indenture Act to be part of and govern any provision of this Second
Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision
of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to
apply to the Indenture as so modified or to be excluded by this Second Supplemental Indenture, as
the case may be.
10. Successor; Benefits of Second Supplemental Indenture, etc. All agreements of the
Company in this Second Supplemental Indenture shall bind its successors. Nothing in this Second
Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the
parties hereto and thereto and their successors hereunder and thereunder and the Holders of Notes,
any benefit of any legal or equitable right, remedy or claim under the Indenture, this Second
Supplemental Indenture or the Notes.
11. Certain Duties and Responsibilities of the Trustee; Trustee Not Responsible for
Recitals. In entering into this Second Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or affecting the
liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental Indenture.
12. Governing Law. This Second Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
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13. Execution in Counterparts. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Second Supplemental Indenture has been executed by a duly authorized
officer of the Company and the Trustee.
Dated as of January 27, 2010.
TEEKAY CORPORATION |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Assistant Vice President | |||
