QuickLinks
 -- Click here to rapidly navigate through this document

 
 

NOTICE OF GUARANTEED DELIVERY
  
    FOR TENDER OF ALL OUTSTANDING
  8.250% SENIOR NOTES DUE MARCH 15, 2013
  IN EXCHANGE FOR
  REGISTERED 8.250% SENIOR NOTES DUE MARCH 15, 2013
  OF
  
    OVERSEAS
SHIPHOLDING GROUP, INC.    
  


CUSIP NO. 690368 AE5  


        This
form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of Overseas Shipholding Group, Inc. (the "Company") and to tender 8.250%
Senior Notes due March 15, 2013 (the "Original Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer—Guaranteed Delivery
Procedures" of the Company's prospectus dated May    , 2003 and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Original Notes pursuant to such
guaranteed delivery procedures must ensure that Wilmington Trust Company, as exchange agent (the "Exchange Agent"), receives this notice of guaranteed delivery, properly completed and duly executed,
prior to the Expiration Date (as defined below) of the Exchange Offer for such series. Capitalized terms used but not defined herein have the meanings ascribed to them in the Letter of Transmittal. 



        THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE    , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 


THE
EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

WILMINGTON TRUST COMPANY

YOU CAN DELIVER THIS NOTICE OF GUARANTEED DELIVERY

TO THE EXCHANGE AGENT

AT THE ADDRESSES AS FOLLOWS: 



	

 	
 	

 
	BY HAND DELIVERY:

WILMINGTON TRUST COMPANY

301 WEST 11th STREET

WILMINGTON, DELAWARE 19801	 	BY OVERNIGHT COURIER:

WILMINGTON TRUST COMPANY

1100 NORTH MARKET STREET

RODNEY SQUARE NORTH

WILMINGTON, DELAWARE 19890-1615
	

BY FIRST CLASS MAIL:

WILMINGTON TRUST COMPANY

1100 NORTH MARKET STREET

RODNEY SQUARE NORTH

WILMINGTON, DELAWARE 19890-1615	
 	

TO CONFIRM RECEIPT OF NOTICE OF

GUARANTEED DELIVERY:

FAX #: (302) 636-4145

FAX CONFIRMATION #: (302) 636-6472









 

        DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS NOTICE OF
GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF GUARANTEED DELIVERY IS COMPLETED. 



        This
notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under
the instructions thereto, such signature guarantee must appear in the applicable space in the box provided on the Letter of Transmittal for guarantee of signatures. 


Ladies
and Gentlemen: 


        The
undersigned hereby tenders to the Company, in accordance with the Company's offer, upon the terms and subject to the conditions set forth in the prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the
caption "The Exchange Offer—Guaranteed Delivery Procedures" and in Instruction 2 of the Letter of Transmittal. 


        The
undersigned hereby tenders the Original Notes listed below: 


------------------------------------------------------------------------------------------------------------------------------------------




	

Certificate Number(s)

(if known) of Original Notes or

Account Number at the DTC
	
 	

Aggregate Principal

Amount Represented
	
 	

Aggregate Principal

Amount Tendered*





















2






  



 
 

PLEASE SIGN AND COMPLETE    
  



	Names of Record Holder(s):	 	Signature(s):	 	 
	
	 	
	 	 
	
	 	
	 	 
	

Address:	 	 	 	 
	
	 	 
	
	 	 
	(Include Zip Code)	 	 
	

Area Code and Telephone Number:	 	 
	
	 	 
	

Dated:  
 , 2003	 	 




	*
	Unless
otherwise indicated, any tendering holder of Original Notes will be deemed to have tendered the entire aggregate principal amount represented by such Original Notes. All tenders
must be in integral multiples of $1,000. 






	

	






        THIS
NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSON(S) APPEAR(S) ON CERTIFICATES FOR ORIGINAL NOTES OR
ON A SECURITY POSITION LISTING AS THE OWNER OF ORIGINAL NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF
SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST
PROVIDE THE FOLLOWING INFORMATION: 


PLEASE
PRINT NAME(S) AND ADDRESS(ES) 



	
	 	 
	

Name(s):	 	 	 	 
	
	 	 
	

Capacity:	 	 	 	 
	
	 	 




3





 

Address(es):











 








 








 




 
 

GUARANTEE
  (Not to be used for signature guarantee)    
  



        The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or a trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof or agent's message in lieu thereof), together with the Original
Notes of the series tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at the DTC described in
the prospectus under the caption "The Exchange Offer—Book-Entry Transfer" and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York
City time, within three New York Stock Exchange trading days following the Expiration Date for such series. 



	

Name of Firm:	
 	

 
	

	
 	


	 	 	(AUTHORIZED SIGNATURE)
	

Address:	
 	

Name:
	

	
 	


	

	
 	



Title:
	(INCLUDE ZIP CODE)	 	 
	

 	
 	


	 	 	(PLEASE TYPE OR PRINT)
	

Area Code and Telephone Number:	
 	

 
	

	
 	

Date:  , 2003






4







  





        DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 


 
 

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY    
  


        1.    DELIVERY
OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this notice of guaranteed delivery (or facsimile hereof or an agent's
message and notice of guaranteed delivery in lieu hereof) and any other documents required by this notice of guaranteed delivery with respect to the Original Notes must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date of the Exchange Offer. Delivery of such notice of guaranteed delivery may be made by facsimile transmission, mail or hand delivery.
THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal. 


        2.    SIGNATURES
ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of guaranteed delivery (or facsimile hereof) is signed by the registered holder(s) of the Original Notes
referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the Original Notes without alteration, enlargement or any change whatsoever. If this notice of
guaranteed delivery (or facsimile hereof) is signed by a DTC participant whose name appears on a security position listing as the owner of the Original Notes, the signature must correspond with the
name as it appears on the security position listing as the owner of the Original Notes. 



        If
this notice of guaranteed delivery (or facsimile hereof) is signed by a person other than the registered holder(s) of any Original Notes listed or a DTC participant, this notice of
guaranteed
delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Original Notes or signed as the name(s) of the participant appears on DTC's
security position listing. 


        If
this notice of guaranteed delivery (or facsimile hereof) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit herewith evidence satisfactory to the Exchange Agent of such person's authority
to so act. 


        3.    REQUESTS
FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the prospectus and this notice of guaranteed
delivery may be directed to the Exchange Agent at the address set forth on the cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer. 


5









QuickLinks


NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING 8.250% SENIOR NOTES DUE MARCH 15, 2013 IN EXCHANGE FOR REGISTERED 8.250% SENIOR NOTES DUE MARCH 15, 2013 OF OVERSEAS SHIPHOLDING GROUP,
INC.


PLEASE SIGN AND COMPLETE

GUARANTEE (Not to be used for signature guarantee)


INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY