CONTRIBUTION, CONVEYANCE AND ASSUMPTION
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.
A. Teekay has formed Teekay Tankers for the purpose of, among other things, acquiring, owning and
operating certain oil tankers that trade in the spot market or under short- or medium-term time-charter contracts.
B. The respective Boards of Directors of Teekay, THL and Teekay Tankers have authorized the Parties to
enter into this Agreement and effect the actions set forth below.
C. THL owns, among other things, (a) 1,000 shares of Class A Common Stock of Teekay Tankers and
(b) all of the ownership interests of the Contributed LLCs, each of which in turn owns one of the Contributed
D. The Group 1 LLCs owe an aggregate of $35,100,000 of debt to third party lenders (the “ Group 1 LLC
Debt ”) and the Group 2 LLCs are parties to the New Credit Facility, which will have an outstanding balance of
$114,000,000 as of the Effective Time (the “ Group 2 LLC Debt ”).
E. Teekay owes $35,000,000 to the Group 2 LLCs as an inter-company loan (the “ Inter-company Loan ”).
F. The Parties desire, in connection with the proposed Offering by Teekay Tankers, to undertake the
transactions contemplated by this Agreement, including, without limitation, (a) the contribution by THL to Teekay
Tankers of the Contributed LLCs, (b) the granting by Teekay to Teekay Tankers of the right to purchase any or