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                                                                    EXHIBIT 4.15


                           TEEKAY SHIPPING CORPORATION

                      8.875% SENIOR NOTES DUE JULY 15, 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                   June 22, 2001

Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
Deutsche Banc Alex. Brown Inc.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
Scotia Capital (USA) Inc.
c/o 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 Purchasers (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 Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the Purchasers
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


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     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.

          "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 each of the Purchasers 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 U. S. Trust Company of Texas, N.A., as 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
     June 18, 2001, between the Purchasers and the Company relating to the
     Securities.

          "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

          "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



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     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 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 Purchasers
     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.


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               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.

               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.


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          (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 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



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     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, 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;

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               (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 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




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          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (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 Act and the Trust
          Indenture Act and the rules and regulations of the Commission


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          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 provided to such person by the Company, in
          connection with the offering and sale of


                                       11
<PAGE>   12

          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 Holders aggregating at
          least 20% in aggregate principal amount of the Registrable



                                       12
<PAGE>   13

          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 "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,


                                       13
<PAGE>   14

          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 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


                                       14
<PAGE>   15

          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 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



                                       15
<PAGE>   16

     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 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



                                       16
<PAGE>   17

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 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,



                                       17
<PAGE>   18

     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
     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



                                       18
<PAGE>   19

     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
     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


                                       19
<PAGE>   20

     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 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



                                       20
<PAGE>   21

     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.

               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 Purchasers and the holders from time
     to time of the Registrable Securities may be



                                       21
<PAGE>   22

     irreparably harmed by any such failure, and accordingly agree that the
     Purchasers 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
     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



                                       22
<PAGE>   23

     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>   24


     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and one for each of the Representatives, plus
one for each counsel counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                        Very truly yours,

                                        Teekay Shipping Corporation

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:
Accepted as of the date hereof:

Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
Deutsche Banc Alex. Brown Inc.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
Scotia Capital (USA) Inc.

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

On behalf of each of the Purchasers


                                       24
<PAGE>   25


                                                                       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>   26

                           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 Purchasers 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>   27



                                    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>   28



                                  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>   29

(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>   30

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>   31


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>   32


                                                                       EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Trust Company of Texas, N.A.
Teekay Shipping Corporation
c/o  U.S. Trust Company of Texas, 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 _________, 2001 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