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                                                                    EXHIBIT 4.18


                           TEEKAY SHIPPING CORPORATION

                      8.875% SENIOR NOTES DUE JULY 15, 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                December 6, 2001

Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

                  Teekay Shipping Corporation, a Marshall Islands corporation
(the "Company"), proposes to issue and sell to the Purchaser (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein) its
8.875% Senior Notes due July 15, 2011. As an inducement to the Purchaser to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchaser thereunder, the Company agrees with the Purchaser
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

                  1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


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         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean the Purchaser and other persons who
     acquire Registrable Securities from time to time (including any successors
     or assigns), in each case for so long as such person owns any Registrable
     Securities.

         "Indenture" shall mean the Indenture, dated as of June 22, 2001,
     between the Company and The Bank of New York Trust Company of Florida,
     N.A., (formerly U.S. Trust Company of Texas, N.A.) as Trustee, as
     supplemented by First Supplemental Indenture, dated as of December 6, 2001
     between the Company and Trustee, as the same shall be amended from time to
     time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto and as may be supplemented in any manner advisable to meet the
     requirements of the Securities Act, including items 507 and 508 of
     Regulation S-K.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     November 29, 2001, between the Purchaser and the Company relating to the
     Securities.

         "Purchaser" shall mean Goldman, Sachs & Co.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale, if
     any, of such Registrable Security has been effected within the 180-day
     period referred to in Section 2(a)); (ii) in the circumstances contemplated
     by Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated



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     by such effective Shelf Registration Statement; (iii) such Security is sold
     pursuant to Rule 144 under circumstances in which any legend borne by such
     Security relating to restrictions on transferability thereof, under the
     Securities Act or otherwise, is removed by the Company or pursuant to the
     Indenture; (iv) such Security is eligible to be sold pursuant to paragraph
     (k) of Rule 144; or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 8.875% Senior Notes due July
     15, 2011 of the Company to be issued and sold to the Purchaser pursuant to
     the Purchase Agreement, and securities issued in exchange therefor or in
     lieu thereof pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

                  Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.



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              2.  Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act, as soon as practicable, but no later than 60
     days after the Closing Date, a registration statement relating to an offer
     to exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Registrable Securities for a like aggregate principal amount of debt
     securities issued by the Company, which debt securities are substantially
     identical to the Securities (and are entitled to the benefits of a trust
     indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(c) below (such new debt
     securities hereinafter called "Exchange Securities"). The Company agrees to
     use its best efforts to cause the Exchange Registration Statement to become
     effective under the Securities Act as soon as practicable, but no later
     than 180 days after the Closing Date. The Exchange Offer will be registered
     under the Securities Act on the appropriate form and will comply with all
     applicable tender offer rules and regulations under the Exchange Act. The
     Company further agrees to use its best efforts to commence and complete the
     Exchange Offer promptly, but no later than 60 days after such registration
     statement has become effective, hold the Exchange Offer open for at least
     30 days and exchange Exchange Securities for all Registrable Securities
     that have been properly tendered and not withdrawn on or prior to the
     expiration of the Exchange Offer. The Exchange Offer will be deemed to have
     been "completed" only if the debt securities received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are,
     upon receipt, transferable by each such holder without restriction under
     the Securities Act and the Exchange Act and without material restrictions
     under the blue sky or securities laws of a substantial majority of the
     States of the United States of America. The Exchange Offer shall be deemed
     to have been completed upon the earlier to occur of (i) the Company having
     exchanged the Exchange Securities for all outstanding Registrable
     Securities pursuant to the Exchange Offer and (ii) the Company having
     exchanged, pursuant to the Exchange Offer, Exchange Securities for all
     Registrable Securities that have been properly tendered and not withdrawn
     before the expiration of the Exchange Offer, which shall be on a date that
     is at least 30 days following the commencement of the Exchange Offer. The
     Company agrees (x) to include in the Exchange Registration Statement a
     prospectus for use in any resales by any holder of Exchange Securities that
     is a broker-dealer and (y) to keep such Exchange Registration Statement
     effective for a period (the "Resale Period") beginning when Exchange
     Securities are first issued in the Exchange Offer and ending upon the
     earlier of the expiration of the 180th day after the Exchange Offer has
     been completed or such time as such broker-dealers no longer own any
     Registrable Securities. With respect to such Exchange Registration
     Statement, such holders shall have the benefit of the rights of
     indemnification and contribution set forth in Sections 6(a), (c), (d) and
     (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed,
     existing Commission interpretations are changed such that the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 240
     days following the


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     Closing Date, or (iii) the Exchange Offer is not available to any holder of
     the Securities, the Company shall, in lieu of (or, in the case of clause
     (iii), in addition to) conducting the Exchange Offer contemplated by
     Section 2(a), file under the Securities Act as soon as practicable, but no
     later than the later of 30 days after the time such obligation to file
     arises, a "shelf" registration statement providing for the registration of,
     and the sale on a continuous or delayed basis by the holders of, all of the
     Registrable Securities, pursuant to Rule 415 or any similar rule that may
     be adopted by the Commission (such filing, the "Shelf Registration" and
     such registration statement, the "Shelf Registration Statement"). The
     Company agrees to use its best efforts (x) to cause the Shelf Registration
     Statement to become or be declared effective no later than 120 days after
     such Shelf Registration Statement is filed and to keep such Shelf
     Registration Statement continuously effective for a period ending on the
     earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding, provided,
     however, that no holder shall be entitled to be named as a selling
     securityholder in the Shelf Registration Statement or to use the prospectus
     forming a part thereof for resales of Registrable Securities unless such
     holder is an Electing Holder, and (y) after the Effective Time of the Shelf
     Registration Statement, reasonably promptly upon the request of any holder
     of Registrable Securities that is not then an Electing Holder, to take any
     action reasonably necessary to enable such holder to use the prospectus
     forming a part thereof for resales of Registrable Securities, including,
     without limitation, any action reasonably necessary to identify such holder
     as a selling securityholder in the Shelf Registration Statement, provided,
     however, that nothing in this Clause (y) shall relieve any such holder of
     the obligation to return a completed and signed Notice and Questionnaire to
     the Company in accordance with Section 3(d)(iii) hereof. The Company
     further agrees to supplement or make amendments to the Shelf Registration
     Statement, as and when required by the rules, regulations or instructions
     applicable to the registration form used by the Company for such Shelf
     Registration Statement or by the Securities Act or rules and regulations
     thereunder for shelf registration, and the Company agrees to furnish to
     each Electing Holder copies of any such supplement or amendment prior to
     its being used or promptly following its filing with the Commission.

         (c) In the event that with respect to Registrable Securities (i) the
     Company has not filed the Exchange Registration Statement or Shelf
     Registration Statement on or before the date on which such registration
     statement is required to be filed pursuant to Section 2(a) or 2(b),
     respectively, or (ii) such Exchange Registration Statement or Shelf
     Registration Statement has not become effective or been declared effective
     by the Commission on or before the date on which such registration
     statement is required to become or be declared effective pursuant to
     Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not
     been completed within 60 days after the initial effective date of the
     Exchange Registration Statement relating to the Exchange Offer (if the
     Exchange Offer is then required to be made), or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded immediately by an additional
     registration statement filed and declared effective (each such event
     referred to in clauses (i) through (iv), a "Registration Default" and each
     period during which a Registration Default has occurred and is continuing,
     a "Registration Default Period"), then,


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     as liquidated damages for such Registration Default, subject to the
     provisions of Section 9(b), special interest ("Special Interest"), in
     addition to the Base Interest, shall accrue at a per annum rate of 0.5% for
     the first 90 days of the Registration Default Period and at a per annum
     rate of 1.0% for the second 90 days of the Registration Default Period and
     at a per annum rate of 1.5% thereafter for the remaining portion of the
     Registration Default Period. Upon the cure of the Registration Default,
     including as a result of Registrable Securities ceasing to be Registrable
     Securities, the Special Interest shall no longer accrue, provided, however,
     that if, after any such cure, a different Registration Default occurs, then
     the Special Interest shall again accrue in accordance with this Section
     2(c).

         (d) The Company shall take all actions necessary or advisable to be
     taken by it to ensure that the transactions contemplated herein are
     effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

                  3. Registration Procedures.

                  If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
              practicable but no later than 60 days after the Closing Date, an
              Exchange Registration Statement on any form which may be utilized
              by the Company and which shall permit the Exchange Offer and
              resales of Exchange Securities by broker-dealers during the Resale
              Period to be effected as contemplated by Section 2(a), and use its
              best efforts to cause such Exchange Registration Statement to
              become effective as soon as practicable thereafter, but no later
              than 180 days after the Closing Date;

                  (ii) as soon as practicable prepare and file with the
              Commission such amendments and supplements to such Exchange
              Registration Statement and the prospectus included therein as may
              be necessary to effect and maintain the effectiveness of such
              Exchange Registration Statement for the periods and purposes



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              contemplated in Section 2(a) hereof and as may be required by the
              applicable rules and regulations of the Commission and the
              instructions applicable to the form of such Exchange Registration
              Statement, and promptly provide each broker-dealer holding
              Exchange Securities with such number of copies of the prospectus
              included therein (as then amended or supplemented), in conformity
              in all material respects with the requirements of the Securities
              Act and the Trust Indenture Act and the rules and regulations of
              the Commission thereunder, as such broker-dealer reasonably may
              request prior to the expiration of the Resale Period, for use in
              connection with resales of Exchange Securities;

                  (iii) promptly notify each broker-dealer that has requested or
              received copies of the prospectus included in such registration
              statement, and confirm such advice in writing, (A) when such
              Exchange Registration Statement or the prospectus included therein
              or any prospectus amendment or supplement or post-effective
              amendment has been filed, and, with respect to such Exchange
              Registration Statement or any post-effective amendment, when the
              same has become effective, (B) of the receipt of any comments by
              the Commission and by the blue sky or securities commissioner or
              regulator of any state with respect thereto or any request by the
              Commission for amendments or supplements to such Exchange
              Registration Statement or prospectus or for additional
              information, (C) of the issuance by the Commission of any stop
              order suspending the effectiveness of such Exchange Registration
              Statement or the initiation or threatening of any proceedings for
              that purpose, (D) if at any time the representations and
              warranties of the Company contemplated by Section 5 cease to be
              true and correct in all material respects, (E) of the receipt by
              the Company of any notification with respect to the suspension of
              the qualification of the Exchange Securities for sale in any
              jurisdiction or the initiation or threatening of any proceeding
              for such purpose, or (F) at any time during the Resale Period when
              a prospectus is required to be delivered under the Securities Act,
              that such Exchange Registration Statement, prospectus, prospectus
              amendment or supplement or post-effective amendment does not
              conform in all material respects to the applicable requirements of
              the Securities Act and the Trust Indenture Act and the rules and
              regulations of the Commission thereunder or contains an untrue
              statement of a material fact or omits to state any material fact
              required to be stated therein or necessary to make the statements
              therein not misleading in light of the circumstances then
              existing;

                  (iv) in the event that the Company would be required, pursuant
              to Section 3(e)(iii)(F) above, to notify any broker-dealers
              holding Exchange Securities, promptly prepare and furnish to each
              such holder a reasonable number of copies of a prospectus
              supplemented or amended so that, as thereafter delivered to
              purchasers of such Exchange Securities during the Resale Period,
              such prospectus shall conform in all material respects to the
              applicable requirements of the Securities Act and the Trust
              Indenture Act and the rules and regulations of the Commission
              thereunder and shall not contain an untrue statement of a material
              fact or omit to state a material fact required to be stated
              therein or necessary to make the statements therein not misleading
              in light of the circumstances then existing;



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                  (v) use its best efforts to obtain the withdrawal of any order
              suspending the effectiveness of such Exchange Registration
              Statement or any post-effective amendment thereto at the earliest
              practicable date;

                  (vi) use its best efforts to (A) register or qualify the
              Exchange Securities under the securities laws or blue sky laws of
              such jurisdictions as are contemplated by Section 2(a) no later
              than the commencement of the Exchange Offer, (B) keep such
              registrations or qualifications in effect and comply with such
              laws so as to permit the continuance of offers, sales and dealings
              therein in such jurisdictions until the expiration of the Resale
              Period and (C) take any and all other actions as may be reasonably
              necessary or advisable to enable each broker-dealer holding
              Exchange Securities to consummate the disposition thereof in such
              jurisdictions; provided, however, that the Company shall not be
              required for any such purpose to (1) qualify as a foreign
              corporation in any jurisdiction wherein it would not otherwise be
              required to qualify but for the requirements of this Section
              3(c)(vi), (2) consent to general service of process in any such
              jurisdiction or (3) make any changes to its certificate of
              incorporation or by-laws or any agreement between it and its
              stockholders;

                  (vii) use its best efforts to obtain the consent or approval
              of each governmental agency or authority, whether federal, state
              or local, which may be required to effect the Exchange
              Registration, the Exchange Offer and the offering and sale of
              Exchange Securities by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
              later than the applicable Effective Time;

                  (ix) comply with all applicable rules and regulations of the
              Commission, and make generally available to its securityholders as
              soon as practicable but no later than eighteen months after the
              effective date of such Exchange Registration Statement, an earning
              statement of the Company and its subsidiaries complying with
              Section 11(a) of the Securities Act (including, at the option of
              the Company, Rule 158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
              practicable but in any case within the time periods specified in
              Section 2(b), a Shelf Registration Statement on any form which may
              be utilized by the Company and which shall register all of the
              Registrable Securities for resale by the holders thereof in
              accordance with such method or methods of disposition as may be
              specified by such of the holders as, from time to time, may be
              Electing Holders and use its best efforts to cause such Shelf
              Registration Statement to become effective as soon as practicable
              but in any case within the time periods specified in Section 2(b);



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                  (ii) not less than 30 calendar days prior to the Effective
              Time of the Shelf Registration Statement, mail the Notice and
              Questionnaire to the holders of Registrable Securities; no holder
              shall be entitled to be named as a selling securityholder in the
              Shelf Registration Statement as of the Effective Time, and no
              holder shall be entitled to use the prospectus forming a part
              thereof for resales of Registrable Securities at any time, unless
              such holder has returned a completed and signed Notice and
              Questionnaire to the Company by the deadline for response set
              forth therein; provided, however, holders of Registrable
              Securities shall have at least 28 calendar days from the date on
              which the Notice and Questionnaire is first mailed to such holders
              to return a completed and signed Notice and Questionnaire to the
              Company;

                  (iii) after the Effective Time of the Shelf Registration
              Statement, upon the request of any holder of Registrable
              Securities that is not then an Electing Holder, promptly send a
              Notice and Questionnaire to such holder; provided that the Company
              shall not be required to take any action to name such holder as a
              selling securityholder in the Shelf Registration Statement or to
              enable such holder to use the prospectus forming a part thereof
              for resales of Registrable Securities until such holder has
              returned a completed and signed Notice and Questionnaire to the
              Company;

                  (iv) as soon as practicable prepare and file with the
              Commission such amendments and supplements to such Shelf
              Registration Statement and the prospectus included therein as may
              be necessary to effect and maintain the effectiveness of such
              Shelf Registration Statement for the period specified in Section
              2(b) hereof and as may be required by the applicable rules and
              regulations of the Commission and the instructions applicable to
              the form of such Shelf Registration Statement, and furnish to the
              Electing Holders copies of any such supplement or amendment
              simultaneously with or prior to its being used or filed with the
              Commission;

                  (v) comply with the provisions of the Securities Act with
              respect to the disposition of all of the Registrable Securities
              covered by such Shelf Registration Statement in accordance with
              the intended methods of disposition by the Electing Holders
              provided for in such Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
              (which term, for purposes of this Exchange and Registration Rights
              Agreement, shall include a person deemed to be an underwriter
              within the meaning of Section 2(a)(11) of the Securities Act), if
              any, thereof, (C) any sales or placement agent therefor, (D)
              counsel for any such underwriter or agent and (E) not more than
              one counsel for all the Electing Holders the opportunity to review
              and comment on such Shelf Registration Statement, each prospectus
              included therein or filed with the Commission and each amendment
              or supplement thereto for a period of at least ten calendar days;

                  (vii) for a reasonable period prior to the filing of such
              Shelf Registration Statement, and throughout the period specified
              in Section 2(b), make available at



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              reasonable times at the Company's principal place of business or
              such other reasonable place for inspection by the persons referred
              to in Section 3(d)(vi) who shall certify to the Company that they
              have a current intention to sell the Registrable Securities
              pursuant to the Shelf Registration such financial and other
              information and books and records of the Company, and cause the
              officers, employees, counsel and independent certified public
              accountants of the Company to respond to such inquiries, as shall
              be reasonably necessary, in the judgment of the respective counsel
              referred to in such Section, to conduct a reasonable investigation
              within the meaning of Section 11 of the Securities Act; provided,
              however, that each such party shall be required to maintain in
              confidence and not to disclose to any other person any information
              or records reasonably designated by the Company as being
              confidential, until such time as (A) such information becomes a
              matter of public record (whether by virtue of its inclusion in
              such registration statement or otherwise), or (B) such person
              shall be required so to disclose such information pursuant to a
              subpoena or order of any court or other governmental agency or
              body having jurisdiction over the matter (subject to the
              requirements of such order, and only after such person shall have
              given the Company prompt prior written notice of such
              requirement), or (C) such information is required to be set forth
              in such Shelf Registration Statement or the prospectus included
              therein or in an amendment to such Shelf Registration Statement or
              an amendment or supplement to such prospectus in order that such
              Shelf Registration Statement, prospectus, amendment or supplement,
              as the case may be, complies with applicable requirements of the
              federal securities laws and the rules and regulations of the
              Commission and does not contain an untrue statement of a material
              fact or omit to state therein a material fact required to be
              stated therein or necessary to make the statements therein not
              misleading in light of the circumstances then existing;

                  (viii) promptly notify each of the Electing Holders, any sales
              or placement agent therefor and any underwriter thereof (which
              notification may be made through any managing underwriter that is
              a representative of such underwriter for such purpose) and confirm
              such advice in writing, (A) when such Shelf Registration Statement
              or the prospectus included therein or any prospectus amendment or
              supplement or post-effective amendment has been filed, and, with
              respect to such Shelf Registration Statement or any post-effective
              amendment, when the same has become effective, (B) of the receipt
              of any comments by the Commission and by the blue sky or
              securities commissioner or regulator of any state with respect
              thereto or any request by the Commission for amendments or
              supplements to such Shelf Registration Statement or prospectus or
              for additional information, (C) of the issuance by the Commission
              of any stop order suspending the effectiveness of such Shelf
              Registration Statement or the initiation or threatening of any
              proceedings for that purpose, (D) if at any time the
              representations and warranties of the Company contemplated by
              Section 3(d)(xvii) or Section 5 cease to be true and correct in
              all material respects, (E) of the receipt by the Company of any
              notification with respect to the suspension of the qualification
              of the Registrable Securities for sale in any jurisdiction or the
              initiation or threatening of any proceeding for such purpose, or
              (F) if at any time when a prospectus is required to be delivered
              under the Securities Act, that such Shelf Registration Statement,
              prospectus, prospectus amendment or supplement or post-effective
              amendment does not conform in all material respects to the
              applicable requirements of the Securities


                                       10
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              Act and the Trust Indenture Act and the rules and regulations of
              the Commission thereunder or contains an untrue statement of a
              material fact or omits to state any material fact required to be
              stated therein or necessary to make the statements therein not
              misleading in light of the circumstances then existing;

                  (ix) use its best efforts to obtain the withdrawal of any
              order suspending the effectiveness of such registration statement
              or any post-effective amendment thereto at the earliest
              practicable date;

                  (x) if requested by any managing underwriter or underwriters,
              any placement or sales agent or any Electing Holder, promptly
              incorporate in a prospectus supplement or post-effective amendment
              such information as is required by the applicable rules and
              regulations of the Commission and as such managing underwriter or
              underwriters, such agent or such Electing Holder specifies should
              be included therein relating to the terms of the sale of such
              Registrable Securities, including information with respect to the
              principal amount of Registrable Securities being sold by such
              Electing Holder or agent or to any underwriters, the name and
              description of such Electing Holder, agent or underwriter, the
              offering price of such Registrable Securities and any discount,
              commission or other compensation payable in respect thereof, the
              purchase price being paid therefor by such underwriters and with
              respect to any other terms of the offering of the Registrable
              Securities to be sold by such Electing Holder or agent or to such
              underwriters; and make all required filings of such prospectus
              supplement or post-effective amendment promptly after notification
              of the matters to be incorporated in such prospectus supplement or
              post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
              agent, if any, therefor, each underwriter, if any, thereof and the
              respective counsel referred to in Section 3(d)(vi) a conformed
              copy of such Shelf Registration Statement, each such amendment and
              supplement thereto (in each case including all exhibits thereto
              (in the case of an Electing Holder of Registrable Securities, upon
              request) and, to the extent requested, documents incorporated by
              reference therein) and such number of copies of such Shelf
              Registration Statement (excluding exhibits thereto and documents
              incorporated by reference therein unless specifically so requested
              by such Electing Holder, agent or underwriter, as the case may be)
              and of the prospectus included in such Shelf Registration
              Statement (including each preliminary prospectus and any summary
              prospectus), in conformity in all material respects with the
              applicable requirements of the Securities Act and the Trust
              Indenture Act and the rules and regulations of the Commission
              thereunder, and such other documents, as such Electing Holder,
              agent, if any, and underwriter, if any, may reasonably request in
              order to facilitate the offering and disposition of the
              Registrable Securities owned by such Electing Holder, offered or
              sold by such agent or underwritten by such underwriter and to
              permit such Electing Holder, agent and underwriter to satisfy the
              prospectus delivery requirements of the Securities Act; and the
              Company hereby consents to the use of such prospectus (including
              such preliminary and summary prospectus) and any amendment or
              supplement thereto by each such Electing Holder and by any such
              agent and underwriter, in each case in the form most recently


                                       11
<PAGE>

              provided to such person by the Company, in connection with the
              offering and sale of the Registrable Securities covered by the
              prospectus (including such preliminary and summary prospectus) or
              any supplement or amendment thereto;

                  (xii) use best efforts to (A) register or qualify the
              Registrable Securities to be included in such Shelf Registration
              Statement under such securities laws or blue sky laws of such
              jurisdictions as any Electing Holder and each placement or sales
              agent, if any, therefor and underwriter, if any, thereof shall
              reasonably request, (B) keep such registrations or qualifications
              in effect and comply with such laws so as to permit the
              continuance of offers, sales and dealings therein in such
              jurisdictions during the period the Shelf Registration is required
              to remain effective under Section 2(b) above and for so long as
              may be necessary to enable any such Electing Holder, agent or
              underwriter to complete its distribution of Securities pursuant to
              such Shelf Registration Statement and (C) take any and all other
              actions as may be reasonably necessary or advisable to enable each
              such Electing Holder, agent, if any, and underwriter, if any, to
              consummate the disposition in such jurisdictions of such
              Registrable Securities; provided, however, that the Company shall
              not be required for any such purpose to (1) qualify as a foreign
              corporation in any jurisdiction wherein it would not otherwise be
              required to qualify but for the requirements of this Section
              3(d)(xii), (2) consent to general service of process in any such
              jurisdiction or (3) make any changes to its certificate of
              incorporation or by-laws or any agreement between it and its
              stockholders;

                  (xiii) use its best efforts to obtain the consent or approval
              of each governmental agency or authority, whether federal, state
              or local, which may be required to effect the Shelf Registration
              or the offering or sale in connection therewith or to enable the
              selling holder or holders to offer, or to consummate the
              disposition of, their Registrable Securities;

                  (xiv) Unless any Registrable Securities shall be in book-entry
              only form, cooperate with the Electing Holders and the managing
              underwriters, if any, to facilitate the timely preparation and
              delivery of certificates representing Registrable Securities to be
              sold, which certificates, if so required by any securities
              exchange upon which any Registrable Securities are listed, shall
              be penned, lithographed or engraved, or produced by any
              combination of such methods, on steel engraved borders, and which
              certificates shall not bear any restrictive legends; and, in the
              case of an underwritten offering, enable such Registrable
              Securities to be in such denominations and registered in such
              names as the managing underwriters may request at least two
              business days prior to any sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
              not later than the applicable Effective Time;

                  (xvi) enter into one or more underwriting agreements,
              engagement letters, agency agreements, "best efforts" underwriting
              agreements or similar agreements, as appropriate, including
              customary provisions relating to indemnification and contribution,
              and take such other actions in connection therewith as any
              Electing


                                       12
<PAGE>

              Holders aggregating at least 20% in aggregate principal amount of
              the Registrable Securities at the time outstanding shall request
              in order to expedite or facilitate the disposition of such
              Registrable Securities;

                  (xvii) whether or not an agreement of the type referred to in
              Section 3(d)(xvi) hereof is entered into and whether or not any
              portion of the offering contemplated by the Shelf Registration is
              an underwritten offering or is made through a placement or sales
              agent or any other entity, (A) make such representations and
              warranties to the Electing Holders and the placement or sales
              agent, if any, therefor and the underwriters, if any, thereof in
              form, substance and scope as are customarily made in connection
              with an offering of debt securities pursuant to any appropriate
              agreement or to a registration statement filed on the form
              applicable to the Shelf Registration; (B) obtain an opinion of
              counsel to the Company in customary form and covering such
              matters, of the type customarily covered by such an opinion, as
              the managing underwriters, if any, or as any Electing Holders of
              at least 20% in aggregate principal amount of the Registrable
              Securities at the time outstanding may reasonably request,
              addressed to such Electing Holder or Electing Holders and the
              placement or sales agent, if any, therefor and the underwriters,
              if any, thereof and dated the effective date of such Shelf
              Registration Statement (and if such Shelf Registration Statement
              contemplates an underwritten offering of a part or all of the
              Registrable Securities, dated the date of the closing under the
              underwriting agreement relating thereto) (it being agreed that the
              matters to be covered by such opinion shall include the due
              incorporation and good standing of the Company and its
              subsidiaries; the qualification of the Company and its
              subsidiaries to transact business as foreign corporations; the due
              authorization, execution and delivery of the relevant agreement of
              the type referred to in Section 3(d)(xvi) hereof; the due
              authorization, execution, authentication and issuance, and the
              validity and enforceability, of the Securities; the absence of
              material legal or governmental proceedings involving the Company;
              the absence of a breach by the Company or any of its subsidiaries
              of, or a default under, material agreements binding upon the
              Company or any subsidiary of the Company; the absence of
              governmental approvals required to be obtained in connection with
              the Shelf Registration, the offering and sale of the Registrable
              Securities, this Exchange and Registration Rights Agreement or any
              agreement of the type referred to in Section 3(d)(xvi) hereof,
              except such approvals as may be required under state securities or
              blue sky laws; the material compliance as to form of such Shelf
              Registration Statement and any documents incorporated by reference
              therein and of the Indenture with the requirements of the
              Securities Act and the Trust Indenture Act and the rules and
              regulations of the Commission thereunder, respectively; and, as of
              the date of the opinion and of the Shelf Registration Statement or
              most recent post-effective amendment thereto, as the case may be,
              a statement as to the absence from such Shelf Registration
              Statement and the prospectus included therein, as then amended or
              supplemented, and from the documents incorporated by reference
              therein (in each case other than the financial statements and
              other financial information contained therein) of an untrue
              statement of a material fact or the omission to state therein a
              material fact necessary to make the statements therein not
              misleading (in the case of such documents, in the light of the
              circumstances existing at the time that such documents were filed
              with the Commission under the Exchange Act)); (C) obtain a


                                       13
<PAGE>

              "cold comfort" letter or letters from the independent certified
              public accountants of the Company addressed to the selling
              Electing Holders, the placement or sales agent, if any, therefor
              or the underwriters, if any, thereof, dated (i) the effective date
              of such Shelf Registration Statement and (ii) the effective date
              of any prospectus supplement to the prospectus included in such
              Shelf Registration Statement or post-effective amendment to such
              Shelf Registration Statement which includes unaudited or audited
              financial statements as of a date or for a period subsequent to
              that of the latest such statements included in such prospectus
              (and, if such Shelf Registration Statement contemplates an
              underwritten offering pursuant to any prospectus supplement to the
              prospectus included in such Shelf Registration Statement or
              post-effective amendment to such Shelf Registration Statement
              which includes unaudited or audited financial statements as of a
              date or for a period subsequent to that of the latest such
              statements included in such prospectus, dated the date of the
              closing under the underwriting agreement relating thereto), such
              letter or letters to be in customary form and covering such
              matters of the type customarily covered by letters of such type;
              and (D) deliver such documents and certificates, including
              officers' certificates, as may be reasonably requested by any
              Electing Holders of at least 20% in aggregate principal amount of
              the Registrable Securities at the time outstanding or the
              placement or sales agent, if any, therefor and the managing
              underwriters, if any, thereof to evidence the accuracy of the
              representations and warranties made pursuant to clause (A) above
              or those contained in Section 5(a) hereof and the compliance with
              or satisfaction of any agreements or conditions contained in the
              underwriting agreement or other agreement entered into by the
              Company and (E) undertake such obligations relating to expense
              reimbursement, indemnification and contribution as are provided in
              Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
              Securities of any proposal by the Company to amend or waive any
              provision of this Exchange and Registration Rights Agreement
              pursuant to Section 9(h) hereof and of any amendment or waiver
              effected pursuant thereto, each of which notices shall contain the
              text of the amendment or waiver proposed or effected, as the case
              may be;

                  (xix) in the event that any broker-dealer registered under the
              Exchange Act shall underwrite any Registrable Securities or
              participate as a member of an underwriting syndicate or selling
              group or "assist in the distribution" (within the meaning of the
              Conduct Rules (the "Conduct Rules) of the National Association of
              Securities Dealers, Inc. ("NASD") or any successor thereto, as
              amended from time to time) thereof, whether as a holder of such
              Registrable Securities or as an underwriter, a placement or sales
              agent or a broker or dealer in respect thereof, or otherwise,
              assist such broker-dealer in complying with the requirements of
              such Conduct Rules, including by (A) if such Conduct Rules shall
              so require, engaging a "qualified independent underwriter" (as
              defined in such Conduct Rules) to participate in the preparation
              of the Shelf Registration Statement relating to such Registrable
              Securities, to exercise usual standards of due diligence in
              respect thereto and, if any portion of the offering contemplated
              by such Shelf Registration Statement is an underwritten offering
              or is made through a placement or sales agent, to recommend the
              yield of such Registrable Securities, (B) indemnifying any such
              qualified


                                       14
<PAGE>

              independent underwriter to the extent of the indemnification of
              underwriters provided in Section 6 hereof (or to such other
              customary extent as may be requested by such underwriter), and (C)
              providing such information to such broker-dealer as may be
              required in order for such broker-dealer to comply with the
              requirements of the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
              Commission, and make generally available to its securityholders as
              soon as practicable but in any event not later than eighteen
              months after the effective date of such Shelf Registration
              Statement, an earning statement of the Company and its
              subsidiaries complying with Section 11(a) of the Securities Act
              (including, at the option of the Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall without delay prepare and furnish to each of the
     Electing Holders, to each placement or sales agent, if any, and to each
     such underwriter, if any, a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     Registrable Securities, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice from
     the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such Electing Holder shall have received copies of such
     amended or supplemented prospectus, and if so directed by the Company, such
     Electing Holder shall deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any


                                       15
<PAGE>


     additional information required to correct and update any previously
     furnished information or required so that such prospectus shall not
     contain, with respect to such Electing Holder or the disposition of such
     Registrable Securities, an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company, its Subsidiaries and other "affiliates" (as defined in Rule 144
     under the Securities Act) (i) will not acquire any Securities which
     constitute "restricted securities" under Rule 144 and (ii) will comply with
     Rule 144 if they reacquire any of the Securities which constitute
     "restricted securities" under Rule 144.

                  4.       Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters
or the Electing Holders may designate, including any reasonable fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) reasonable fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration



                                       16
<PAGE>

Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

                  5.       Representations and Warranties.

                  The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with



                                       17
<PAGE>

     information furnished in writing to the Company by a holder of Registrable
     Securities expressly for use therein.

         (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company or any subsidiary of the Company is a
     party or by which the Company or any subsidiary of the Company is bound or
     to which any of the property or assets of the Company or any subsidiary of
     the Company is subject, nor will such action result in any violation of the
     provisions of the certificate of incorporation, as amended, or the by-laws
     of the Company or any statute or any order, rule or regulation of any court
     or governmental agency or body having jurisdiction over the Company or any
     subsidiary of the Company or any of their properties; and no consent,
     approval, authorization, order, registration or qualification of or with
     any such court or governmental agency or body is required for the
     consummation by the Company of the transactions contemplated by this
     Exchange and Registration Rights Agreement, except the registration under
     the Securities Act of the Securities, qualification of the Indenture under
     the Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under State securities
     or blue sky laws in connection with the offering and distribution of the
     Securities.

     (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

                  6.       Indemnification.

         (a) Indemnification by the Company. The Company will indemnify and hold
     harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue



                                       18
<PAGE>

     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
     Company may require, as a condition to including any Registrable Securities
     in any registration statement filed pursuant to Section 2(b) hereof and to
     entering into any underwriting agreement with respect thereto, that the
     Company shall have received an undertaking reasonably satisfactory to it
     from the Electing Holder of such Registrable Securities and from each
     underwriter named in any such underwriting agreement, severally and not
     jointly, to (i) indemnify and hold harmless the Company and all other
     holders of Registrable Securities, against any losses, claims, damages or
     liabilities to which the Company or such other holders of Registrable
     Securities may become subject, under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in such registration
     statement, or any preliminary, final or summary prospectus contained
     therein or furnished by the Company to any such Electing Holder, agent or
     underwriter, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with written
     information furnished to the Company by such Electing Holder, agent or
     underwriter expressly for use therein, and (ii) reimburse the Company for
     any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that no such Electing Holder
     shall be required to undertake liability to any person under this Section
     6(b) for any amounts in excess of the dollar amount of the proceeds to be
     received by such Electing Holder from the sale of such Electing Holder's
     Registrable Securities pursuant to such registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case



                                       19
<PAGE>

     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein or if the indemnified party failed to give notice as
     required under subsection (c) of this Section, then each indemnifying party
     shall contribute to the amount paid or payable by such indemnified party as
     a result of such losses, claims, damages or liabilities (or actions in
     respect thereof) in such proportion as is appropriate to reflect the
     relative fault of the indemnifying party and the indemnified party in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations. The relative fault of such
     indemnifying party and indemnified party shall be determined by reference
     to, among other things, whether the untrue or alleged untrue statement of a
     material fact or omission or alleged omission to state a material fact
     relates to information supplied by such indemnifying party or by such
     indemnified party, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The parties hereto agree that it would not be just and equitable
     if contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to



                                       20
<PAGE>

     contribute shall be several in proportion to the principal amount of
     Registrable Securities registered or underwritten, as the case may be, by
     them and not joint.

         (e) The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent, is
     named in any registration statement as about to become a director of the
     Company) and to each person, if any, who controls the Company within the
     meaning of the Securities Act.

                  7.       Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

                  8.       Rule 144.

                  The Company covenants to the holders of Registrable Securities
that, to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.


                                       21
<PAGE>

                  9.       Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchaser and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchaser and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at Suite 1400, One Bentall Centre, 505 Burrard
     Street, Vancouver, British Columbia, Canada V7X 1M5, and if to a holder, to
     the address of such holder set forth in the security register or other
     records of the Company, or to such other address as the Company or any such
     holder may have furnished to the other in writing in accordance herewith,
     except that notices of change of address shall be effective only upon
     receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the event
     that any transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive the benefits of, and be conclusively deemed to have agreed to be
     bound by all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company shall so request, any such
     successor, assign or transferee shall agree in writing to acquire and hold
     the Registrable Securities subject to all of the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable



                                       22
<PAGE>

     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

         (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
     Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.



                                       23
<PAGE>


         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and you, plus one for each counsel
counterparts hereof, and upon the acceptance hereof by you this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Purchaser and the Company.

                                          Very truly yours,

                                          Teekay Shipping Corporation


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.

By:
   ---------------------------------
   (Goldman, Sachs & Co.)




                                       24
<PAGE>

                                                                       EXHIBIT A

                           TEEKAY SHIPPING CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Teekay Shipping Corporation (the
"Company") 8.875% Senior Notes due July 15, 2011 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Teekay Shipping
Corporation, Suite 1400, One Bentall Centre, 505 Burrard Street, Vancouver,
British Columbia, Canada V7X 1M5, telephone: (604) 683-3529.



                                       A-1
<PAGE>


                           TEEKAY SHIPPING CORPORATION

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (DATE)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Teekay Shipping
Corporation (the "Company") and the Purchaser named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 8.875% Senior Notes due July 15, 2011
(the "Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2
<PAGE>


                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>


                                  QUESTIONNAIRE


(1)  (a)  Full Legal Name of Selling Securityholder:

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:


     (c)  Full Legal Name of DTC Participant (if applicable and if not the
          same as (b) above) Through Which Registrable Securities Listed in
          Item (3) below are Held:



(2)       Address for Notices to Selling Securityholder:

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

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

                                ---------------------------------------
          Telephone:
                                ---------------------------------------
          Fax:
                                ---------------------------------------
          Contact Person:
                                ---------------------------------------


(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:

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

          CUSIP No(s). of such Registrable Securities:

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

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:

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

          CUSIP No(s). of such other Securities: -------------------------------

     (c)  Principal  amount of Registrable  Securities  which the  undersigned
          wishes to be included in the Shelf Registration Statement:

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

          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:

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


(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:


                                      A-4
<PAGE>


(5)       Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders (5%
          or more) has held any position or office or has had any other material
          relationship with the Company (or its predecessors or affiliates)
          during the past three years.

          State any exceptions here:



(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to broker-dealers that in turn may sell such securities.

          State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling



                                      A-5
<PAGE>

Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

          (i)  To the Company:


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

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

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

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

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



          (ii) With a copy to:

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

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

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

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

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




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.



                                      A-6
<PAGE>


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
      ----------------------------




      ---------------------------------------------------------------------
      Selling Securityholder
      Print/type full legal name of beneficial owner of Registrable Securities)



      By:
         -----------------------------------------------------------------------
         Name:
         Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:


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

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

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

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

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


                                      A-7
<PAGE>


                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Bank of New York Trust Company of Florida, N.A.
Teekay Shipping Corporation
c/o  The Bank of New York Trust Company of Florida, N.A.
114 West 47th Street
New York, New York
10036-1552


Attention:   Trust Officer
Re:          Teekay Shipping Corporation (the "Company")
             8.875% Senior Notes due July 15, 2011


Dear Sirs:

Please be advised that _____________________________ has transferred
$______________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form F-4 (File No. 333- )
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ___________, 2002 or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated: __________________ , 2001

                                       Very truly yours,

                                          (Name)

                                       By:
                                           -------------------------------------
                                           (Authorized Signature)



                                      B-1