0001193125-16-556541 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2016 • Teekay Corp • Deep sea foreign transportation of freight • New York

This REGISTRATION RIGHTS AGREEMENT dated November 16, 2015 (this “Agreement”) is entered into by and among Teekay Corporation, a Marshall Islands corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), for itself and as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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AMENDMENT NO. 4 TO MARGIN LOAN AGREEMENT
Margin Loan Agreement • April 26th, 2016 • Teekay Corp • Deep sea foreign transportation of freight • New York

This MARGIN LOAN AGREEMENT (as it may be amended or modified from time to time, this “Agreement”) is made as of December 21, 2012 by and among Teekay Finance Limited, a Bermuda exempted company, as Borrower (“Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).

PURCHASE AGREEMENT Teekay Corporation Purchase Agreement November 10, 2015
Registration Rights Agreement • April 26th, 2016 • Teekay Corp • Deep sea foreign transportation of freight • New York

Teekay Corporation, a Marshall Islands corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 8.5% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 27, 2010 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of November 16, 2015 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Securities will have identical terms, other than with respect to the registration rights referred to herein and restrictions on transfer, as the Company’s $450,000,000 principal amount of 8.5% Senior Notes due 2020, issued on January 27, 2010 pursuant to the Base Indenture (the “Exist

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