0001193125-20-139264 Sample Contracts

EXCHANGE AGREEMENT between TEEKAY LNG PARTNERS L.P. and TEEKAY GP L.L.C. Dated as of May 9, 2020
Exchange Agreement • May 11th, 2020 • Teekay LNG Partners L.P. • Water transportation • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of May 9, 2020, is entered into by and between Teekay LNG Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), and Teekay GP L.L.C., a limited liability company organized under the laws of the Republic of the Marshall Islands (the “General Partner”).

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P.
Teekay LNG Partners L.P. • May 11th, 2020 • Water transportation • Marshall Islands

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of May 11, 2020 (the “Effective Date”), is entered into by Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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