Teekay Tankers Ltd. 10,000,000 Shares Plus an option to purchase from the Company up to 1,500,000 additional Shares to cover over-allotments Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • December 11th, 2007 • Teekay Tankers Ltd. • Water transportation • New York
Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
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
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
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.
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”).
