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<SEC-DOCUMENT>0001130319-02-000019.txt : 20020413
<SEC-HEADER>0001130319-02-000019.hdr.sgml : 20020413
ACCESSION NUMBER:		0001130319-02-000019
CONFORMED SUBMISSION TYPE:	F-4
PUBLIC DOCUMENT COUNT:		15
FILED AS OF DATE:		20020117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEEKAY SHIPPING CORP
		CENTRAL INDEX KEY:			0000911971
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		STATE OF INCORPORATION:			C5
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-76922
		FILM NUMBER:		2511883

	BUSINESS ADDRESS:	
		STREET 1:		TK HOUSE, BAYSIDE EXECUTIVE PARK
		STREET 2:		WEST BAY ST & BLAKE RD, PO BOX AP-59213
		CITY:			NASSAU BAHAMAS
		STATE:			C5
		ZIP:			00000
		BUSINESS PHONE:		8093228020

	MAIL ADDRESS:	
		STREET 1:		TK HOUSE, BAYSIDE EXECUTIVE PARK
		STREET 2:		WEST BAY ST & BLAKE RD, PO BOX AP-59213
		CITY:			NASSAU BAHAMAS
		STATE:			C5
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VIKING STAR SHIPPING INC
		DATE OF NAME CHANGE:	19930914
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-4
<SEQUENCE>1
<FILENAME>o06225f-4.txt
<DESCRIPTION>FORM F-4
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2002.
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM F-4
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                      ------------------------------------

                          TEEKAY SHIPPING CORPORATION
             (Exact name of registrant as specified in its charter)

<Table>
<S>                               <C>                               <C>
       REPUBLIC OF THE                         4412                            NOT APPLICABLE
       MARSHALL ISLANDS            (Primary Standard Industrial        (I.R.S. Employer Identification
 (State or other Jurisdiction      Classification Code Number)                     Number)
     of incorporation or
        organization)
</Table>

        TK HOUSE, BAYSIDE EXECUTIVE PARK, WEST BAY STREET AND BLAKE ROAD
             P.O. BOX AP-59213, NASSAU, COMMONWEALTH OF THE BAHAMAS
                                 (242) 502-8820
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                      ------------------------------------

                             LAWCO OF OREGON, INC.
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                               PORTLAND, OR 97204
                              ATTN: KAREN M. DODGE
                                 (503) 727-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                      ------------------------------------

                                   COPIES TO:
                                 DAVID MATHESON
                               DOUGLAS C. BOSLEY
                                PERKINS COIE LLP
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                               PORTLAND, OR 97204
                                 (503) 727-2000
                      ------------------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                      ------------------------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
        TITLE OF EACH CLASS            AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION
  OF SECURITIES TO BE REGISTERED        REGISTERED            SECURITY               PRICE(1)              FEE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>                    <C>                    <C>
8.875% Senior Notes Due July 15,
  2011.............................    $100,000,000           102.25%              $102,250,000           $9,407
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated pursuant to Rule 457(f) solely for the purpose of calculating the
    registration fee.
                      ------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED JANUARY 17, 2002

PRELIMINARY PROSPECTUS
                                  $100,000,000

                                  TEEKAY LOGO
                          TEEKAY SHIPPING CORPORATION
      OFFER TO EXCHANGE OUTSTANDING 8.875% SENIOR NOTES DUE JULY 15, 2011,
     FOR 8.875% SENIOR NOTES DUE JULY 15, 2011, WHICH HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933
THE EXCHANGE OFFER
     -  We will exchange all outstanding 8.875% senior notes due July 15, 2011,
        that were issued on December 6, 2001, and which have not been registered
        under the Securities Act of 1933, that are validly tendered and not
        validly withdrawn for an equal principal amount of exchange notes that
        are registered and freely tradable.
     -  You may withdraw tenders of outstanding notes at any time prior to the
        expiration of the exchange offer.
     -  The exchange offer expires at 5:00 p.m., New York City time, on February
          , 2002, unless extended. We do not currently intend to extend the
        expiration date.
     -  The exchange of outstanding notes for exchange notes in the exchange
        offer will not be a taxable event for U.S. federal income tax purposes.
     -  We will not receive any proceeds from the exchange offer.
THE EXCHANGE NOTES
     -  The exchange notes are being offered in order to satisfy certain of our
        obligations under the exchange and registration rights agreement entered
        into in connection with the private placement of the outstanding notes.
     -  The terms of the exchange notes to be issued in the exchange offer are
        substantially identical to the outstanding notes, except that the
        exchange notes are registered under the Securities Act of 1933 and will
        be freely tradable.
     -  Under the terms of the indenture governing the exchange notes, the
        exchange notes will be consolidated with and form a single series of
        securities with the $250,000,000 aggregate principal amount of 8.875%
        senior notes due July 15, 2011 that previously were exchanged for notes
        we originally issued on June 22, 2001.
RESALES OF EXCHANGE NOTES
     -  The exchange notes may be sold in the over-the-counter market, in
        negotiated transactions or through a combination of such methods.
                            ------------------------

     If you are a broker-dealer and you receive exchange notes for your own
account, you must acknowledge that you will deliver a prospectus in connection
with any resale of such exchange notes. By making such acknowledgement, you will
not be deemed to admit that you are an "underwriter" under the Securities Act of
1933.

     Broker-dealers may use this prospectus in connection with any resale of
exchange notes received in exchange for outstanding notes where such outstanding
notes were acquired by the broker-dealer as a result of market-making activities
or trading activities.

     We will make this prospectus available to any broker-dealer for use in any
such resale for a period of up to 180 days after the date of this prospectus.

     A broker-dealer may not participate in the exchange offer with respect to
outstanding notes acquired other than as a result of market-making activities or
trading activities.

     If you are an affiliate of Teekay Shipping Corporation or are engaged in,
or intend to engage in, or have an agreement or understanding to participate in,
a distribution of the exchange notes, you must comply with the registration
requirements of the Securities Act of 1933 in connection with any resale
transaction.
                            ------------------------

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 15 OF THIS
PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
                            ------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 Preliminary Prospectus dated January 17, 2002.
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual and special reports and other information with the
Securities and Exchange Commission. You can read and copy any materials we file
with the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the SEC's regional offices located at 500 West Madison Street,
Chicago, Illinois 60661. You can obtain information about the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the internet at http://www.sec.gov. In addition,
you can obtain information about us at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. We have agreed that, if we
are not subject to the informational requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934 at any time while the notes constitute
"restricted securities" within the meaning of the Securities Act of 1933, we
will furnish to holders and beneficial owners of the notes and to prospective
purchasers designated by such holders the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with
Rule 144A in connection with resales of the notes.

     We have filed with the SEC a registration statement on Form F-4 under the
Securities Act of 1933. This prospectus, which forms a part of the registration
statement, does not contain all of the information in the registration
statement, as permitted by SEC rules and regulations. You may inspect and copy
the registration statement, including exhibits, at the SEC's public reference
facilities or its Web site. Our statements in this prospectus about the contents
of any contract or other document are not necessarily complete. You should refer
to the copy of each contract or other document we have filed as an exhibit to
the registration statement for complete information.

     The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus, and later
information that we file with the SEC may automatically update and supersede
this information. We incorporate by reference the documents listed below:

     -  our Annual Report on Form 20-F for the year ended December 31, 2000,
        filed on April 2, 2001;

     -  our reports on Form 6-K filed on April 16, May 9, May 24, June 7, July
        27, August 2, August 14 and November 15, 2001, respectively; and

     -  all other documents filed by Teekay pursuant to Section 13(a), 13(c), or
        15(d) of the Securities Exchange Act of 1934, after the date of this
        prospectus and prior to the termination of the exchange offer.

     You may request a copy of our filings at no cost, by writing or telephoning
us at the following address:

                          Teekay Shipping Corporation
                         505 Burrard Street, Suite 1400
                         Vancouver, B.C. CANADA V7X 1M5
                         Attention: Investor Relations
                           Telephone: (604) 844-6654

     You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
prospectus is accurate after the date on the front of the document. Information
contained on our Web site will not be deemed to be a part of this prospectus.

     The indenture pursuant to which the notes offered by this prospectus will
be issued contains a covenant that requires us to provide to each holder of
record of the notes, upon request, and to the trustee under the indenture,
annual reports containing audited financial statements and a related report
expressed by independent chartered accountants, and quarterly reports for the
first three quarters of each fiscal year containing unaudited financial
information.
                                        i
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements regarding, among other items:

     -  our future earnings and other operating results;

     -  tanker supply and demand;

     -  our market share in the Indo-Pacific Basin and Atlantic region Aframax
        tanker markets and in the world shuttle tanker market;

     -  expectations as to funding our future capital requirements;

     -  future capital expenditures;

     -  our growth strategy and measures to implement our growth strategy;

     -  possible disruption in commercial activities due to terrorist activity
        and armed conflict;

     -  competition;

     -  prospects and trends of the tanker industry, including TCE rates; and

     -  other discussions of future plans and strategies, anticipated
        developments and other matters that involve predictions of future
        events.

     Other statements contained in this prospectus are forward-looking
statements and are not based on historical fact, such as statements containing
the words "believes," "may," "will," "estimates," "continue," "anticipates,"
"intends," "expects" and words of similar import.

     These forward-looking statements are subject to risks, uncertainties and
assumptions, including those discussed in "Risk Factors," and elsewhere in this
prospectus and in reports we file with the SEC. The risks, uncertainties and
assumptions involve known and unknown risks and are inherently subject to
significant uncertainties and contingencies, many of which are beyond our
control.

     Actual results may differ materially from those projected in
forward-looking statements. Although we believe that our estimates are
reasonable, you should not unduly rely on these estimates, which are based on
our current expectations. Factors that could cause actual results to differ
materially include:

     -  the cyclical nature of the tanker industry and its dependence on oil
        markets;

     -  the supply of tankers available to meet the demand for transportation of
        petroleum products;

     -  our dependence on spot oil voyages;

     -  environmental and other regulation;

     -  possible disruption in commercial activities due to terrorist activity
        and armed conflict;

     -  our potential inability to achieve and manage growth; and

     -  the other factors described in "Risk Factors."

     We undertake no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for us to predict all
of these factors. Further, we cannot assess the impact of each such factor on
our business or the extent to which any factor, or combination of factors, may
cause actual results to be materially different from those contained in any
forward-looking statement. Neither we, nor any initial purchaser of the
outstanding notes, make any representation, warranty or assurance as to the
completeness or accuracy of these projections, and neither express an opinion or
any other form of assurance regarding them.
                                        ii
<PAGE>

               SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

     We and most of our subsidiaries are incorporated in the Republic of the
Marshall Islands, and other of our subsidiaries are incorporated in Bermuda, the
Bahamas, Canada, Japan, Singapore, Australia, United Kingdom, Norway, India, the
Philippines, Liberia and the United States. Most of our directors and executive
officers and those of our subsidiaries are residents of countries other than the
United States. Substantially all of our and our subsidiaries' assets and a
substantial portion of the assets of the directors and officers are located
outside the United States. As a result, it may be difficult or impossible for
United States investors to effect service of process within the United States
upon us, our subsidiaries or the directors and officers or to realize against
them judgments obtained in United States courts. In addition, you should not
assume that courts in countries in which we or our subsidiaries are incorporated
or where our assets or the assets of our subsidiaries are located (a) would
enforce judgments of U.S. courts obtained in actions against us or our
subsidiaries based upon civil liabilities provisions of applicable U.S. federal
and state securities laws or (b) would enforce, in original actions, liabilities
against us or our subsidiaries based upon these laws.

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

     Unless otherwise specifically noted or the context otherwise requires, the
term "outstanding notes" refers to the $100 million aggregate principal amount
of 8.875% senior notes due 2011, that we issued on December 6, 2001; the term
"exchange notes" refers to the notes offered by this prospectus in exchange for
the outstanding notes; and the term "notes" refers to the outstanding notes, the
exchange notes and the $250 million aggregate principal amount of 8.875% senior
notes due July 15, 2011, that have been registered under the Securities Act of
1933, that we issued in exchange for $250 million aggregate principal amount of
unregistered 8.875% senior notes due July 15, 2011, that we originally issued on
June 22, 2001, pursuant to the Indenture dated as of the same date between us
and The Bank of New York Trust Company of Florida, N.A. (formerly U.S. Trust
Company of Texas, N.A.), as trustee.

     Unless otherwise specifically noted or the context otherwise requires, the
term "tankers" refers to tankers, shuttle tankers and oil/bulk/ore carriers.
Except as otherwise indicated herein, when we describe our fleet, tankers or
vessels, we include newbuildings, time-chartered-in vessels and tankers that we
have an interest in through joint ventures. Unless otherwise specifically noted
or the context otherwise requires, when we describe our Aframax fleet we refer
to all of our Aframax-size tankers, including two Aframax-size oil/bulk/ore
carriers trading exclusively as crude oil carriers, but exclude our other
oil/bulk/ore carriers. Industry data in this prospectus relating to Aframax
tankers or vessels includes all Aframax-size tankers, including Aframax-size
oil/bulk/ore carriers.

     All dollar references in this prospectus are to U.S. Dollars, unless
otherwise specifically indicated.

     Certain statistical and graphical information contained in this prospectus,
including the documents incorporated herein by reference, is derived from data
published by third-party sources. While we have no reason to believe that such
information is inaccurate in any material respect, we cannot warrant its
accuracy. In addition, you are advised that some information in such databases
is based on estimates or subjective judgments.

     The Teekay logo and the name Teekay Shipping Corporation are among our
trademarks. All other trademarks and trade names referred to in this prospectus
are the property of their respective owners.

                                       iii
<PAGE>

                               PROSPECTUS SUMMARY

     The following summary supplements, and should be read in conjunction with,
the more detailed information contained elsewhere in this prospectus and in the
documents incorporated herein by reference. You should read carefully this
entire prospectus, including the documents incorporated herein by reference, to
understand our business, the nature of the notes and the tax and other
considerations that are important to your decision to invest in the notes. You
should pay special attention to the "Risk Factors" section.

                                  THE COMPANY

OVERVIEW

     Teekay is a leading provider of international crude oil and petroleum
product transportation services through the world's largest fleet of medium-size
oil tankers. Our modern fleet of 96 tankers (including eight newbuildings, six
vessels time-chartered-in and three vessels owned by joint ventures) provides
transportation services to major oil companies, major oil traders and government
agencies worldwide. We believe our Aframax fleet is approximately three times
larger than that of our nearest direct Aframax competitor. Through our recent
acquisition of Ugland Nordic Shipping ASA ("UNS"), we are also the largest owner
of shuttle tankers, which engage in the transportation of oil from offshore
production platforms to onshore storage and refinery facilities.

COMPETITIVE STRENGTHS

     We pursue an intensively customer- and operations-focused business strategy
designed to achieve superior operating results. We base our business strategy on
the following five key competitive strengths:

     -  MARKET CONCENTRATION.  In each market that we address within the
        shipping industry, we seek to achieve significant scale and scope. This
        market concentration has enabled us to provide comprehensive coverage of
        charterers' requirements while also providing a base for efficient
        operation and a high degree of capacity utilization. We believe we have
        a significant share of the Indo-Pacific Basin and the Atlantic region
        Aframax markets. Through our acquisition of UNS' shuttle tanker
        operations, we also believe we have a significant share of the world
        shuttle tanker market. Our presence in these markets strategically
        positions us to deliver superior service to the oil industry on a global
        basis.

     -  OPERATIONAL CONTROL AND EXPERIENCED MANAGEMENT.  Teekay services
        substantially all of its operational and management needs in-house. We
        have experienced management in all functions critical to our operations,
        which provides us with a focused marketing effort, tight quality and
        cost controls and effective safety monitoring.

     -  MODERN, HIGH-QUALITY TONNAGE.  Our modern, high-quality tanker fleet
        operates with high fuel efficiency and low maintenance and operating
        costs. We now control a fleet of 80 tankers (excluding eight
        newbuildings and eight oil/bulk/ore carriers) with an average age of
        approximately 9.5 years. The average age for the world tanker fleet is
        approximately 13.9 years. In an environment of increasingly stringent
        operating and safety standards, we believe that the age profile and
        quality of our fleet result in a high level of demand for our tankers by
        charterers.

     -  LARGE FLEET OF UNIFORM, MEDIUM-SIZE VESSELS.  Our large fleet of
        medium-size tankers, many of which are substantially identical vessels,
        allows us to substitute vessels to meet customer demands. This increases
        our scheduling flexibility and allows us to enhance the capacity
        utilization of our fleet. We believe that the scale of our operations
        and the resulting purchasing power, combined with the uniformity of our
        medium-size vessels, results in lower operating expenses than those
        experienced by smaller operators.

                                        1
<PAGE>

     -  STRONG NETWORK OF CUSTOMER RELATIONSHIPS.  We pursue an intensively
        customer-oriented focus that, when combined with other competitive
        strengths, has enabled us to establish a strong network of customer
        relationships and a reputation for transportation excellence among
        quality-sensitive customers such as Exxon Mobil, BP, ChevronTexaco and
        Shell.

BUSINESS STRATEGY

     Our business strategy is to leverage our existing competitive strengths to
continue to expand our business and increase shareholder value.

     -  MAINTAIN AND EXPAND AFRAMAX FRANCHISE.  The expansion and upgrading of
        our Aframax fleet will continue to be a key component of our strategy.
        As the world's largest Aframax tanker operator, we believe we will be
        able to provide the most comprehensive service to our customers and
        generate superior operating results. For example, our size and scope of
        services have enabled us to enter into contracts of affreightment to
        provide large oil-company customers with ongoing services that will
        grant us preferential rights on certain routes. We expect that this will
        result in significant fleet utilization benefits and high market share
        on strategically important routes.

     -  LEVERAGE THE FRANCHISE TO PROVIDE VALUE-ADDED SERVICES.  Our
        full-service marine operations capabilities, reputation for safety and
        quality and strong customer orientation provide us with the opportunity
        to expand our business by providing additional value-added and
        innovative services to new and existing customers. Such services include
        providing customers with floating storage and off-take vessels,
        outsourcing arrangements where we service a customer's complete oil
        transportation requirements and, with our acquisition of UNS, providing
        shuttle tanker services for customers engaged in offshore oil
        production. By providing our customers with these value-added services,
        we believe that we will strengthen our franchise and further improve our
        financial performance.

     -  SELECTIVELY EXPAND INTO RELATED MARKETS AND SERVICES.  We intend to
        continue to identify expansion opportunities in new tanker market
        sectors, geographic areas and services to which our competitive
        strengths are well suited and that will enhance shareholder value. We
        may pursue such opportunities through internal growth, joint ventures or
        business acquisitions, such as our acquisition of UNS, through which we
        expanded into the shuttle tanker market.

ACQUISITION OF UGLAND NORDIC SHIPPING ASA

     In the first quarter of 2001, we purchased Ugland Nordic Shipping ASA, the
world's largest shuttle tanker owner. UNS' modern fleet of 18 vessels engages in
the transportation of oil from offshore production platforms to onshore storage
and refinery facilities. The UNS fleet has an average age of 9.0 years
(excluding three newbuildings) and operates primarily in the North Sea under
long-term fixed-rate contracts. The total purchase price for the outstanding
shares of UNS was approximately $223 million (including estimated transaction
expenses of $7 million). The operating results of UNS have been reflected in our
financial statements commencing March 6, 2001, the effective date that we
acquired a majority interest in UNS.

     UNS' large scale and high quality shuttle tanker operations provided us
with a strategic opportunity to enter this attractive market as a market leader.
The acquisition also allowed us to expand the portfolio of value-added services
we offer to our customers. We believe that as offshore oil fields become more
important to the global oil supply, the need for shuttle tanker services will
increase. By combining our global franchise and UNS' expertise in the shuttle
tanker market, we believe that the shuttle tanker business represents an area of
significant growth for Teekay. We believe the acquisition of UNS will also
provide added stability to our cash flow throughout the business cycle, due to
the long-term fixed-price nature of shuttle tanker contracts.

                                        2
<PAGE>

                              RECENT DEVELOPMENTS

     On August 1, 2001, we announced an agreement with Tosco Corporation under
which we assumed Tosco's contracts for the construction of three Suezmax and two
Aframax tankers due for delivery in 2003, at a total cost of approximately $250
million. We paid approximately $48 million of this cost in August 2001, as
reimbursement to Tosco for installments already made by it under its
shipbuilding contracts. The balance of the installments and delivery payments on
the vessels are due in 2003. Upon delivery, the vessels will be time-chartered
to Tosco for a minimum of 12 years each, and Tosco has options to extend the
time-charters for up to an additional six years. Tosco may terminate these
time-charters at any time by requesting a sale of the applicable tankers or
giving us six months' prior notice of cancellation. If the proceeds from a sale
of the tankers are less than a specified amount, Tosco will pay us the
difference. If the sale proceeds are greater than the specified amount, we will
share the difference with Tosco. If Tosco cancels a time-charter without
requesting a sale, Tosco will pay us a lump-sum amount based upon the number of
years then remaining in the time-charter.

     On September 11, 2001, several acts of terrorism were carried out in the
United States resulting in significant loss of life and property, and disruption
of the financial markets. These attacks and the resulting military and
diplomatic response by the United States and its allies have not resulted in any
material disruption in oil supply from the Middle East. The continuation or
escalation of hostilities or the worsening of diplomatic relations relating to
terrorism may result in a disruption in oil supply from the region.

     In addition, the general global economic downturn that began in early 2001
was accelerated by the September 11, 2001 attacks. The World Bank currently
projects global economic growth for 2001 and 2002 at 1.3% and 1.6%,
respectively. The general slowdown has adversely affected global demand for oil
and, consequently, average time charter equivalents, or TCE, rates, particularly
since mid-2001. Following the September 11 attacks, the forecast rate of growth
for global oil demand was reduced by the International Energy Agency from 0.7%
to 0.1% for 2001, and from 1.0% to 0.7% for 2002. Worldwide industry average
Aframax spot TCE rates dropped from $26,598 per day for the month of August 2001
to $21,608 per day for the month of December 2001. Our TCE rates have also
declined during this period, which will negatively affect our results of
operations.

     On September 19, 2001, we announced that our Board of Directors had
authorized the repurchase of up to 2 million shares of our common stock in the
open market. As at December 31, 2001, we had repurchased 512,800 shares of our
common stock at an average price of $27.62 per share.

     On November 14, 2001, the Organization of the Petroleum Exporting Countries
(OPEC) announced a reduction in oil production of 1.5 million barrels per day
effective January 1, 2002. This cutback was conditional upon non-OPEC producers
reducing combined oil production by 0.5 million barrels per day effective
January 2002. Subsequently, Russia, Mexico, Norway, Oman and Angola have
collectively committed to a cut of 0.46 million barrels per day. OPEC members
met on December 28, 2001, and agreed to implement a 1.5 million barrel per day
cutback for a period of six months, effective January 1, 2002.

                                        3
<PAGE>

                         SUMMARY OF THE EXCHANGE OFFER

     On December 6, 2001, we completed a private offering of our 8.875% senior
notes due July 15, 2011. We received proceeds of approximately $100.9 million
from the sale of the outstanding notes.

     In connection with the offering of outstanding notes, we entered into an
exchange and registration rights agreement with the initial purchaser of the
outstanding notes in which we agreed to deliver this prospectus and to use our
best efforts to complete the exchange offer for the outstanding notes by August
3, 2002. In the exchange offer, you are entitled to exchange your outstanding
notes for exchange notes, with substantially identical terms, that are
registered under the Securities Act of 1933. You should read the discussion
under the heading "The Exchange Offer" beginning on page 38 and "Description of
the Notes" beginning on page 48 for further information about the exchange
notes. After the exchange offer is completed, you will no longer be entitled to
any exchange or, with limited exceptions, registration rights for your
outstanding notes.

The Exchange Offer............   We are offering to exchange up to $100 million
                                 principal amount of the exchange notes for up
                                 to $100 million principal amount of the
                                 outstanding notes. Outstanding notes may only
                                 be exchanged in $1,000 increments.

                                 The terms of the exchange notes are identical
                                 in all material respects to those of the
                                 outstanding notes except the exchange notes
                                 will not be subject to transfer restrictions
                                 and holders of exchange notes, with limited
                                 exceptions, will have no registration rights.
                                 Also, the exchange notes will not contain
                                 provisions for an increase in their stated
                                 interest rate related to any registration or
                                 exchange delay.

                                 Outstanding notes that are not tendered for
                                 exchange will continue to be subject to
                                 transfer restrictions and, with limited
                                 exceptions, will not have registration rights.
                                 Therefore, the market for secondary resales of
                                 outstanding notes that are not tendered for
                                 exchange is likely to be minimal.

                                 We will issue registered exchange notes on or
                                 promptly after the expiration of the exchange
                                 offer.

Expiration Date...............   The exchange offer will expire at 5:00 p.m. New
                                 York City time, on February      , 2002, unless
                                 we decide to extend the expiration date. Please
                                 read "The Exchange Offer -- Extensions, Delay
                                 in Acceptance, Termination or Amendment"
                                 beginning on page 39 for more information about
                                 an extension of the expiration date.

Withdrawal of Tenders.........   You may withdraw your tender of outstanding
                                 notes at any time prior to the expiration date.
                                 We will return to you, without charge, promptly
                                 after the expiration or termination of the
                                 exchange offer any outstanding notes that you
                                 tendered but that were not accepted for
                                 exchange.

Conditions to the Exchange
Offer.........................   We will not be required to accept outstanding
                                 notes for exchange:

                                 -  if the exchange offer would be unlawful or
                                    would violate any interpretation of the
                                    staff of the SEC, or

                                 -  if any legal action has been instituted or
                                    threatened that would impair our ability to
                                    proceed with the exchange offer.

                                        4
<PAGE>

                                 The exchange offer is not conditioned upon any
                                 minimum aggregate principal amount of
                                 outstanding notes being tendered. Please read
                                 "The Exchange Offer -- Conditions to the
                                 Exchange Offer" on page 40 for more information
                                 about the conditions to the exchange offer.

Procedures for Tendering
  Outstanding Notes...........   If your outstanding notes are held through The
                                 Depository Trust Company, or "DTC," and you
                                 wish to participate in the exchange offer, you
                                 may do so through DTC's automated tender offer
                                 program. If you tender under this program, you
                                 will agree to be bound by the letter of
                                 transmittal that we are providing with this
                                 prospectus as though you had signed the letter
                                 of transmittal. By signing or agreeing to be
                                 bound by the letter of transmittal, you will
                                 represent to us that, among other things:

                                 -  any exchange notes that you receive will be
                                    acquired in the ordinary course of your
                                    business,

                                 -  you have no arrangement or understanding
                                    with any person to participate in the
                                    distribution of the outstanding notes or the
                                    exchange notes,

                                 -  you are not our "affiliate," as defined in
                                    Rule 405 of the Securities Act of 1933, or,
                                    if you are our affiliate, you will comply
                                    with any applicable registration and
                                    prospectus delivery requirements of the
                                    Securities Act,

                                 -  if you are not a broker-dealer, you are not
                                    engaged in and do not intend to engage in
                                    the distribution of the exchange notes, and

                                 -  if you are a broker-dealer that will receive
                                    exchange notes for your own account in
                                    exchange for outstanding notes that you
                                    acquired as a result of market-making
                                    activities or other trading activities, you
                                    will deliver a prospectus in connection with
                                    any resale of such exchange notes.

Special Procedures for
  Beneficial Owners...........   If you own a beneficial interest in outstanding
                                 notes that are registered in the name of a
                                 broker, dealer, commercial bank, trust company
                                 or other nominee and you wish to tender the
                                 outstanding notes in the exchange offer, please
                                 contact the registered holder as soon as
                                 possible and instruct the registered holder to
                                 tender on your behalf and to comply with our
                                 instructions described in this prospectus.

Guaranteed Delivery
Procedures....................   You must tender your outstanding notes
                                 according to the guaranteed delivery procedures
                                 described in "The Exchange Offer -- Guaranteed
                                 Delivery Procedures" beginning on page 44 if
                                 any of the following apply:

                                 -  you wish to tender your outstanding notes
                                    but they are not immediately available,

                                        5
<PAGE>

                                 -  you cannot deliver your outstanding notes,
                                    the letter of transmittal or any other
                                    required documents to the exchange agent
                                    prior to the expiration date, or

                                 -  you cannot comply with the applicable
                                    procedures under DTC's automated tender
                                    offer program prior to the expiration date.

Resales.......................   Except as indicated herein, we believe that the
                                 exchange notes may be offered for resale,
                                 resold and otherwise transferred without
                                 compliance with the registration and prospectus
                                 delivery provisions of the Securities Act of
                                 1933, provided that:

                                 -  you are acquiring the exchange notes in the
                                    ordinary course of your business;

                                 -  you are not participating, do not intend to
                                    participate, and have no arrangement or
                                    understanding with any person to
                                    participate, in the distribution of the
                                    exchange notes; and

                                 -  you are not an affiliate of Teekay.

                                 Our belief is based on existing interpretations
                                 of the Securities Act by the SEC staff set
                                 forth in several no-action letters to third
                                 parties. We do not intend to seek our own
                                 no-action letter, and there is no assurance
                                 that the SEC staff would make a similar
                                 determination with respect to the exchange
                                 notes. If this interpretation is inapplicable,
                                 and you transfer any exchange note without
                                 delivering a prospectus meeting the
                                 requirements of the Securities Act or without
                                 an exemption from such requirements, you may
                                 incur liability under the Securities Act. We do
                                 not assume or indemnify holders of notes
                                 against such liability.

                                 Each broker-dealer that is issued exchange
                                 notes for its own account in exchange for
                                 outstanding notes that were acquired by such
                                 broker-dealer as a result of market-making or
                                 other trading activities must acknowledge that
                                 it will deliver a prospectus meeting the
                                 requirements of the Securities Act in
                                 connection with any resale of the exchange
                                 notes. A broker-dealer may use this prospectus
                                 for an offer to resell, resale or other
                                 transfer of the exchange notes. Please read
                                 "Plan of Distribution" on page 73.

U.S. Federal Income Tax
  Considerations..............   The exchange of outstanding notes for exchange
                                 notes will not be a taxable exchange for United
                                 States federal income tax purposes. You will
                                 not recognize any taxable gain or loss or any
                                 interest income as a result of such exchange.
                                 Please read "Tax Considerations -- United
                                 States Federal Income Tax Consequences"
                                 beginning on page 69.

Use of Proceeds...............   We will not receive any proceeds from the
                                 issuance of the exchange notes pursuant to the
                                 exchange offer. We will pay all our expenses
                                 incident to the exchange offer.

                                        6
<PAGE>

Registration Rights...........   If we fail to complete the exchange offer as
                                 required by the exchange and registration
                                 rights agreement, we may be obligated to pay
                                 additional interest to holders of outstanding
                                 notes. Please read "Registration Rights"
                                 beginning on page 66 for more information
                                 regarding your rights as a holder of
                                 outstanding notes.

                                        7
<PAGE>

                               THE EXCHANGE AGENT

     We have appointed The Bank of New York as exchange agent for the exchange
offer. Please direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you are
not tendering under DTC's automated tender offer program, you should send the
letter of transmittal and any other required documents to the exchange agent as
follows:

                         BY HAND DELIVERY TO 4:30 P.M.

                              The Bank of New York
                  c/o United States Trust Company of New York
                            30 Broad Street, B-Level
                            New York, NY 10004-2304

                        BY OVERNIGHT COURIER AND BY HAND
                  DELIVERY AFTER 4:30 P.M. ON EXPIRATION DATE

                              The Bank of New York
                  c/o United States Trust Company of New York
                          30 Broad Street, 14th Floor
                            New York, NY 10004-2304

                        BY REGISTERED OR CERTIFIED MAIL

                              The Bank of New York
                  c/o United States Trust Company of New York
                                  P.O. Box 84
                             Bowling Green Station
                            New York, NY 10274-0084

            BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):

                              The Bank of New York
                  c/o United States Trust Company of New York
                              FAX: (646) 458-8111

                             CONFIRM BY TELEPHONE:
                                 (800) 548-6565

                                        8
<PAGE>

                               THE EXCHANGE NOTES

     The summary below describes the principal terms of the exchange notes.
Certain of the terms and conditions described below are subject to important
limitations and exceptions. The "Description of the Notes" section of this
prospectus contains a more detailed description of the terms and conditions of
the exchange notes.

Issuer........................   Teekay Shipping Corporation

Notes Offered.................   $100 million principal amount of 8.875% senior
                                 notes due July 15, 2011, to be issued under a
                                 first supplemental indenture to the indenture
                                 dated as of June 22, 2001 between Teekay and
                                 The Bank of New York Trust Company of Florida,
                                 N.A. (formerly U.S. Trust Company of Texas,
                                 N.A.), as trustee. Such indenture dated as of
                                 June 22, 2001, relates to our outstanding $350
                                 million aggregate principal amount of 8.875%
                                 senior notes due July 15, 2011 (including the
                                 $100 million aggregate principal amount of
                                 outstanding notes issued December 6, 2001 which
                                 are subject to exchange pursuant to this
                                 offering). The exchange notes offered hereby
                                 and the notes previously issued under the
                                 indenture will be considered, collectively, to
                                 be a single class for all purposes under the
                                 indenture, as supplemented, including, without
                                 limitation, with respect to waivers,
                                 amendments, redemptions and offers to purchase.

Maturity......................   July 15, 2011.

Interest Payment Dates........   January 15 and July 15 of each year, commencing
                                 January 15, 2002.

Ranking.......................   The exchange notes will rank equally in right
                                 of payment with all of our existing and future
                                 senior unsecured debt, including our $350
                                 million aggregate principal amount of 8.875%
                                 senior notes due July 15, 2011 (including the
                                 $100 million aggregate principal amount of
                                 outstanding notes issued December 6, 2001 which
                                 are subject to exchange pursuant to this
                                 offering), and senior to our existing and
                                 future subordinated debt. The exchange notes
                                 will effectively rank behind all of our
                                 existing and future secured debt, to the extent
                                 of the value of the assets securing such debt.

                                 We are a holding company and the notes will not
                                 be guaranteed by any of our subsidiaries. The
                                 exchange notes will effectively rank behind all
                                 existing and future debt and other liabilities
                                 of our subsidiaries.

                                 As of September 30, 2001, as adjusted for the
                                 offering of the outstanding notes and the
                                 application of the estimated net proceeds of
                                 the offering to prepay certain of our
                                 outstanding secured revolving debt, we would
                                 have had approximately $949 million of debt on
                                 a consolidated basis, of which $596 million
                                 would have been secured debt that represented
                                 the obligations of, or was guaranteed by,
                                 certain of our subsidiaries. In addition, our
                                 subsidiaries have guaranteed $89 million of
                                 debt of joint ventures.

                                        9
<PAGE>

                                 On October 1, 2001, we borrowed $50 million
                                 that was available under our revolving secured
                                 credit facilities, which amount we repaid in
                                 December 2001.

Additional Amounts............   All payments with respect to the notes will be
                                 made without withholding or deduction for taxes
                                 imposed by the Republic of the Marshall Islands
                                 or any jurisdiction from or through which
                                 payment on the notes is made unless required by
                                 law or the interpretation or administration
                                 thereof, in which case, subject to certain
                                 exceptions, we will pay such additional amounts
                                 as may be necessary so that the net amount
                                 received by the holders after such withholding
                                 or deduction will not be less than the amount
                                 that would have been received in the absence of
                                 such withholding or deduction. See "Description
                                 of the Notes -- Additional Amounts."

Optional Redemption...........   We may redeem all or a portion of the notes at
                                 any time before their maturity date at a
                                 redemption price equal to the greater of (a)
                                 100% of the principal amount of the notes to be
                                 redeemed and (b) the sum of the present value
                                 of the remaining scheduled payments of
                                 principal and interest discounted to the
                                 redemption date at the treasury yield plus 50
                                 basis points. See "Description of the Notes --
                                 Optional Redemption."

Tax Redemption................   If we become obligated to pay additional
                                 amounts under the notes as a result of changes
                                 affecting certain withholding taxes, we may
                                 redeem all, but not less than all, of the notes
                                 at 100% of their principal amount plus accrued
                                 interest to the date of redemption.

Change of Control Offer.......   Upon a Change of Control Triggering Event,
                                 which requires both a Change of Control and a
                                 Rating Decline (all as defined herein), we will
                                 be obligated to make an offer to purchase all
                                 notes then outstanding at a redemption price of
                                 101% of the principal amount thereof plus
                                 accrued and unpaid interest to the date of
                                 purchase. See "Description of the Notes --
                                 Repurchase of Notes Upon a Change of Control
                                 Triggering Event."

Certain Indenture
Provisions....................   The indenture governing the notes will contain
                                 covenants limiting our ability to:

                                 -  create liens; and

                                 -  merge, consolidate or sell substantially all
                                    of our assets.

                                 These covenants are subject to a number of
                                 important limitations and exceptions which are
                                 described under the heading "Description of the
                                 Notes."

Registration Rights...........   If we fail to complete the exchange offer as
                                 required by the exchange and registration
                                 rights agreement, we may be obligated to pay
                                 additional interest to holders of outstanding
                                 notes. Please read "Registration Rights"
                                 beginning on page 66 for more information
                                 regarding your rights as a holder of
                                 outstanding notes.

                                        10
<PAGE>

Use of Proceeds...............   We will not receive any proceeds from the
                                 issuance of the exchange notes pursuant to the
                                 exchange offer. We will pay all our expenses
                                 incident to the exchange offer. See "Use of
                                 Proceeds."

Absence of Public Market for
  the Notes...................   There is no market for the exchange notes.
                                 There can be no assurance that an active
                                 trading market for the notes will develop, or,
                                 if it develops, will continue to exist.
                                 Although the initial purchaser of the
                                 outstanding notes has informed us that it
                                 currently intends to make a market in the
                                 exchange notes, it is not obligated to do so,
                                 and any such market making may be discontinued
                                 at any time without notice. Accordingly, there
                                 can be no assurance as to the development or
                                 liquidity of any market for the exchange notes.

                                  RISK FACTORS

     You should carefully consider all of the information in this prospectus. In
particular, you should read the specific risk factors under "Risk Factors" for a
discussion of certain risks involved with an investment in the notes.

                                        11
<PAGE>

                 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

     We derived the following summary consolidated financial and other data from
more detailed information and financial statements appearing elsewhere in this
prospectus and the documents incorporated herein by reference. You should read
the following information in conjunction with the consolidated financial
statements, unaudited pro forma consolidated condensed financial statements and
the related notes which are included in this prospectus or in the documents
incorporated herein by reference. We changed our fiscal year end from March 31
to December 31, commencing December 31, 1999, in order to facilitate comparison
of our operating results to those of other companies in the transportation
industry.
<Table>
<Caption>
                                                                                   FISCAL YEAR ENDED
                                          NINE MONTHS ENDED SEPTEMBER 30,       ------------------------
                                      ---------------------------------------    PRO FORMA
                                       PRO FORMA                                 DEC. 31,      DEC. 31,
                                        2001(1)        2001          2000         2000(1)        2000
                                      -----------   -----------   -----------   -----------   ----------
                                      (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
                                                 (IN THOUSANDS, EXCEPT RATIOS AND FLEET DATA)
<S>                                   <C>           <C>           <C>           <C>           <C>
INCOME STATEMENT DATA:
Voyage revenues.....................   $843,098     $  825,910    $  622,148     $ 962,307    $  893,226
Voyage expenses.....................    189,565        188,637       184,566       248,957       248,957
Net voyage revenues.................    653,533        637,273       437,582       713,350       644,269
Income from vessel operations.......    342,769        337,347       194,205       346,986       327,675
Interest expense....................    (57,808)       (50,944)      (57,287)     (106,500)      (74,540)
Interest income.....................      8,064          7,867         9,667        15,090        13,021
Other income (loss).................     12,292         11,051           953         9,978         3,864
Net income (loss)...................    305,317        305,321       147,538       265,554       270,020
BALANCE SHEET DATA (AT END OF
 PERIOD):
Cash and marketable securities......         --     $  171,095    $  236,340            --    $  223,123
Total assets........................         --      2,463,805     1,978,165            --     1,974,099
Total debt..........................         --        947,333       922,957            --       797,484
Total stockholders' equity..........         --      1,386,277       975,725            --     1,098,512
OTHER FINANCIAL DATA:
EBITDA(2)...........................   $476,379     $  462,892    $  285,043     $ 504,127    $  451,066
EBITDA to interest expense(2)(3)....        8.0x           8.9x          5.0x          4.8x          6.1x
Total debt to LTM EBITDA(2)(4)......        1.4x           1.5x          2.9x           --           1.8x
Total debt to total
 capitalization(5)..................         --           40.3%         48.5%           --          42.1%
Net debt to total
 capitalization(6)..................         --           35.6%         41.2%           --          34.2%
Ratio of earnings to fixed
 charges(7).........................        6.1x           6.8x          3.6x          3.5x          4.6x
Cash earnings(8)....................   $410,091     $  403,954    $  224,148     $ 389,626    $  372,168
Capital expenditures:
 Vessel purchases, gross(9).........    178,779        167,071        35,705       143,601        43,512
 Drydocking.........................     14,450         14,450         8,125        16,467        11,941
TOTAL FLEET DATA(10):
Average number of ships.............         83             81            71            80            72
Average age of our fleet (in years
 at end of period)..................        9.9            9.9           9.1           9.2           9.0
Operating cash flow per ship per
 day(11)............................   $ 20,074     $   20,116    $   14,042     $  16,183    $   16,687
SPOT AFRAMAX FLEET DATA(12):
Average number of ships.............         60             60            59            59            59
Average age of our fleet (in years
 at end of period)..................        9.1            9.1           8.2           8.3           8.3
TCE per ship per day(13)............   $ 33,701     $   33,701    $   23,949     $  27,138    $   27,138
Vessel operating expenses per ship
 per day(14)........................      5,321          5,321         5,285         4,980         4,980
Operating cash flow per ship per
 day(11)............................     22,714         22,714        15,130        18,145        18,145

<Caption>
                                                       FISCAL YEAR ENDED
                                      ----------------------------------------------------

                                        DEC. 31,       MAR. 31,     MAR. 31,     MAR. 31,
                                          1999           1999         1998         1997
                                      -------------   ----------   ----------   ----------
                                      (NINE MONTHS)
                                          (IN THOUSANDS, EXCEPT RATIOS AND FLEET DATA)
<S>                                   <C>             <C>          <C>          <C>
INCOME STATEMENT DATA:
Voyage revenues.....................   $  377,882     $  411,922   $  406,036   $  382,249
Voyage expenses.....................      129,532         93,511      100,776      102,037
Net voyage revenues.................      248,350        318,411      305,260      280,212
Income from vessel operations.......       23,572         85,634      107,640       94,258
Interest expense....................      (44,996)       (44,797)     (56,269)     (60,810)
Interest income.....................        5,842          6,369        7,897        6,358
Other income (loss).................       (4,013)         5,506       11,236        2,824
Net income (loss)...................      (19,595)        45,406       70,504       42,630
BALANCE SHEET DATA (AT END OF
 PERIOD):
Cash and marketable securities......   $  226,381     $  132,256   $  115,254   $  117,523
Total assets........................    1,982,684      1,452,220    1,460,183    1,372,838
Total debt..........................    1,085,167        641,719      725,369      699,726
Total stockholders' equity..........      832,067        777,390      689,455      629,815
OTHER FINANCIAL DATA:
EBITDA(2)...........................   $   95,875     $  186,069   $  209,582   $  191,632
EBITDA to interest expense(2)(3)....          2.1x           4.0x         3.8x         3.2x
Total debt to LTM EBITDA(2)(4)......          8.3x           3.5x         3.5x         3.7x
Total debt to total
 capitalization(5)..................         56.6%          45.2%        51.3%        52.6%
Net debt to total
 capitalization(6)..................         50.7%          39.6%        46.9%        48.0%
Ratio of earnings to fixed
 charges(7).........................          0.6x           2.1x         2.3x         1.7x
Cash earnings(8)....................   $   43,343     $  146,489   $  165,575   $  133,554
Capital expenditures:
 Vessel purchases, gross(9).........       23,313         85,445      197,199       65,104
 Drydocking.........................        6,598         11,749       18,376       16,559
TOTAL FLEET DATA(10):
Average number of ships.............           65             47           43           41
Average age of our fleet (in years
 at end of period)..................          8.4            8.7          7.8          8.2
Operating cash flow per ship per
 day(11)............................   $    5,177     $   11,171   $   12,682   $   11,819
SPOT AFRAMAX FLEET DATA(12):
Average number of ships.............           55             43           42           41
Average age of our fleet (in years
 at end of period)..................          7.4            8.0          7.6          7.9
TCE per ship per day(13)............   $   13,462     $   19,576   $   21,373   $   20,356
Vessel operating expenses per ship
 per day(14)........................        5,621          4,969        4,554        4,922
Operating cash flow per ship per
 day(11)............................        4,731         10,903       12,664       11,819
</Table>

    (Footnotes on following page)

                                        12
<PAGE>

 (1) Represents actual amounts as adjusted to give effect to the acquisition of
     100% of UNS, as if it had occurred on January 1, 2000. The primary
     adjustments were (a) an increase in depreciation and amortization expense
     relating to the amortization of goodwill arising upon the acquisition of
     UNS, (b) an increase in interest expense as if we had borrowed funds under
     our revolving credit facilities to finance the acquisition, and (c) an
     increase in other income to reverse the expense related to the minority
     interest portion of UNS' results for the period March 6, 2001 to April 26,
     2001.

 (2) EBITDA represents net income (loss) before extraordinary items, interest
     expense, income tax expense, depreciation and amortization expense,
     minority interest, and gains or losses arising from prepayment of debt,
     foreign exchange translation and disposal of assets. EBITDA is included
     because such data is used by certain investors to measure a company's
     financial performance. EBITDA is not required by accounting principles
     generally accepted in the United States and should not be considered as an
     alternative to net income or any other indicator of our performance
     required by accounting principles generally accepted in the United States.

 (3) For purposes of computing EBITDA to interest expense, interest expense
     includes capitalized interest but excludes amortization of loan costs.

 (4) Total debt to LTM EBITDA represents total debt as of the end of the period
     compared to EBITDA for the 12-month period then ended.

 (5) Total capitalization represents total debt, minority interest and total
     stockholders' equity.

 (6) Net debt represents total debt less cash, cash equivalents and marketable
     securities. Total capitalization represents net debt, minority interest and
     total stockholders' equity.

 (7) For purposes of computing the ratio of earnings to fixed charges, earnings
     consist of net income (loss) before extraordinary items, interest expense,
     amortization of capitalized interest and amortization of deferred costs.
     Fixed charges consist of interest expense, capitalized interest and
     amortization of deferred financing costs.

 (8) Cash earnings represents net income (loss) before extraordinary items,
     foreign exchange gains (losses), and depreciation and amortization expense.
     Cash earnings is included because it is used by certain investors to
     measure a company's financial performance as compared to other companies in
     the shipping industry. Cash earnings is not required by accounting
     principles generally accepted in the United States and should not be
     considered as an alternative to net income or any other indicator of our
     performance required by accounting principles generally accepted in the
     United States.

 (9) Excludes vessels purchased in connection with our corporate acquisitions of
     Bona Shipholding Ltd. in 1999 and UNS in 2001.

(10) Excludes vessels of our joint ventures, newbuildings and one Aframax tanker
     that has been subject to a bareboat charter.

(11) Operating cash flow represents income from vessel operations plus
     depreciation and amortization expense (other than drydock amortization
     expense). Ship days are calculated on the basis of a 365-day fiscal year
     multiplied by the average number of vessels in our fleet for the respective
     year (excluding vessels of our joint ventures). Operating cash flow is not
     required by accounting principles generally accepted in the United States
     and should not be considered as an alternative to net income or any other
     indicator of our performance required by accounting principles generally
     accepted in the United States.

(12) Includes our core Aframax fleet that operates primarily in the spot charter
     market and excludes vessels that operate primarily under long-term
     fixed-rate contracts, including our ten Aframax-size shuttle tankers and
     our Aframax-size Australian-crewed vessels. TCE and vessel operating
     expense data is separately presented only for this portion of our fleet
     because the remainder of our fleet generally has varying revenue and
     expense characteristics that make period-to-period comparisons not
     meaningful. Also excludes one Aframax tanker that has been subject to a
     bareboat charter and Aframax tankers of our joint ventures.

                                        13
<PAGE>

(13) TCE is a measure of the revenue performance of a vessel. Our average TCE
     for a given period has been calculated by deducting total voyage expenses
     (except commissions) from total voyage revenues and dividing the remaining
     sum by our total voyage days in the period. Voyage expenses comprise all
     expenses relating to particular voyages, including bunker fuel expenses,
     port fees, canal tolls and brokerage commissions.

(14) Vessel operating expenses comprise all expenses relating to the operation
     of vessels (other than voyage expenses), including crewing, repairs and
     maintenance, insurance, stores and lubes, and communications expenses. Ship
     days are calculated on the basis of a 365-day year multiplied by the
     average number of owned vessels in our fleet for the respective year.
     Vessel operating expenses exclude vessels time-chartered-in.

                                        14
<PAGE>

                                  RISK FACTORS

     Before investing in our notes, you should consider carefully the following
factors, as well as the information contained in the rest of this prospectus.

THERE MAY BE ADVERSE CONSEQUENCES TO YOU IF YOU DO NOT EXCHANGE YOUR OUTSTANDING
NOTES

     If you do not exchange your outstanding notes for exchange notes in the
exchange offer, then you will continue to be subject to the transfer
restrictions on the outstanding notes described in the offering circular
distributed in connection with the private placement of the outstanding notes.
In general, the outstanding notes may not be offered or sold unless they are
registered or exempt from registration under the Securities Act of 1933 and
applicable state securities laws. Except as required by the exchange and
registration rights agreement that we entered into with the initial purchaser of
the outstanding notes, we do not intend to register resales of the outstanding
notes under the Securities Act. See "The Exchange Offer -- Consequences of
Failure to Exchange." You should refer to "The Exchange Offer" for information
about how to tender your outstanding notes. The tender of outstanding notes
pursuant to the exchange offer will reduce the outstanding principal amount of
the outstanding notes, which may have an adverse effect upon, and increase the
volatility of, the market price of the outstanding notes due to a reduction in
liquidity.

                           RISKS RELATING TO OUR DEBT

OUR SUBSTANTIAL DEBT COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND PREVENT
US FROM FULFILLING OUR OBLIGATIONS UNDER THE NOTES

     We have substantial debt and debt service requirements. At September 30,
2001, after giving effect to the issuance of the outstanding notes and the
application of the estimated net proceeds of the offering of the outstanding
notes to prepay certain of our outstanding secured revolving debt, our
consolidated debt would have been approximately $949 million, and we would have
been able to borrow an additional $523 million under our credit facilities. On
October 1, 2001, we borrowed $50 million that was available under our revolving
secured credit facilities for general liquidity purposes, which amount we repaid
in December 2001.

     The amount of our debt could have important consequences to you. For
example, it could:

     -  make it more difficult for us to satisfy our obligations under the
        notes;

     -  increase our vulnerability to general adverse economic and industry
        conditions;

     -  limit our ability to fund future capital expenditures, working capital
        and other general corporate requirements;

     -  require us to dedicate a substantial portion of our cash flow from
        operations to make interest and principal payments on our debt;

     -  limit our flexibility in planning for, or reacting to, changes in our
        business and the shipping industry;

     -  place us at a competitive disadvantage compared to competitors that have
        less debt; and

     -  limit our ability to borrow additional funds, even when necessary to
        maintain adequate liquidity.

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH, WHICH MAY NOT
BE AVAILABLE TO US

     Our ability to repay our debt, including the notes, will depend largely
upon our future operating performance and a number of other factors, many of
which are beyond our control. Such factors include the impact of the general
economy on the demand for oil and thus the oil shipping market. In addition, we
will rely on dividends and other intercompany cash flows from our subsidiaries
to repay our

                                        15
<PAGE>

obligations. Financing arrangements between some of our subsidiaries and their
respective lenders contain restrictions on dividends by and distribution from
such subsidiaries to us.

     If we are unable to generate sufficient cash flow to meet our debt service
requirements, we may have to renegotiate the terms of our debt. We cannot assure
you that we would be able to renegotiate successfully those terms or refinance
our debt when required. If we were unable to refinance our debt or obtain new
financing under these circumstances, we would have to consider other options,
such as:

     -  sales of certain assets to meet our debt service obligations;

     -  sales of equity; and

     -  negotiations with our lenders to restructure applicable debt.

     Our credit agreements and the indenture governing the notes may restrict
our ability to do some of these things.

OUR SUBSIDIARIES CONDUCT ALL OF OUR OPERATIONS AND OWN ALL OF OUR OPERATING
ASSETS, AND THE NOTES WILL BE STRUCTURALLY SUBORDINATED TO THE LIABILITIES OF
OUR SUBSIDIARIES

     We are a holding company and our subsidiaries conduct all of our operations
and own all of our operating assets. Our only material asset is our ownership of
the capital stock of our subsidiaries. As a result, our ability to make required
payments on the notes depends on the operations of our subsidiaries and our
subsidiaries' ability to distribute funds to us. To the extent our subsidiaries
are unable to distribute, or are restricted from distributing, funds to us, we
may be unable to fulfill our obligations under the notes. Our subsidiaries will
have no obligation to pay amounts due on the notes, and none of our subsidiaries
will guarantee the notes.

     The rights of holders of the notes will be structurally subordinated to the
rights of our subsidiaries' lenders. A default by a subsidiary under its debt
obligations would result in a block on distributions from the affected
subsidiary to us. The notes will be effectively junior to all liabilities of our
subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any
of our subsidiaries, creditors of our subsidiaries will generally be entitled to
payment of their claims from the assets of those subsidiaries before any assets
are made available for distribution to us. Assuming we had completed the
offering of the outstanding notes and applied the estimated net proceeds of the
offering to prepay certain secured revolving debt on September 30, 2001, the
notes would have been effectively junior to an aggregate of approximately $596
million of debt owed or guaranteed by certain of our subsidiaries and an
additional $89 million of debt of our joint ventures guaranteed by subsidiaries.
On October 1, 2001, we borrowed $50 million that was available under our
revolving secured credit facilities for general liquidity purposes, which amount
we repaid in December 2001.

THE NOTES WILL BE UNSECURED AND WILL BE EFFECTIVELY SUBORDINATED TO OUR SECURED
DEBT AND SECURED DEBT OF OUR SUBSIDIARIES

     The notes are unsecured and therefore will be effectively subordinated to
any secured debt we, or our subsidiaries, currently maintain or may incur to the
extent of the value of the assets securing the debt. The debt of each of our
subsidiaries is currently secured by the tanker or tankers owned by that
subsidiary. In the event of a bankruptcy or similar proceeding involving us or a
subsidiary, the assets that serve as collateral will be available to satisfy the
obligations under any secured debt before any payments are made on the notes.
Assuming we had completed the offering of the outstanding notes and applied the
estimated net proceeds of the offering to prepay certain secured revolving debt
on September 30, 2001, the notes would have been effectively junior to an
aggregate of approximately $596 million in outstanding secured debt. On October
1, 2001, we borrowed $50 million that was available under our revolving secured
credit facilities for general liquidity purposes, which amount we repaid in
December 2001.

                                        16
<PAGE>

FAILURE TO COMPLY WITH COVENANTS COULD LEAD TO ACCELERATION OF DEBT

     Our existing financing agreements and those of our subsidiaries impose
operating and financial restrictions that restrict our actions. These
restrictions limit or prohibit our ability to, among other things:

     -  incur additional debt;

     -  create liens;

     -  sell capital stock of subsidiaries or other assets;

     -  make certain investments;

     -  engage in mergers and acquisitions;

     -  make certain capital expenditures; or

     -  pay dividends.

     Failure to comply with any of the covenants in our existing or future
financing agreements could result in a default under those agreements or under
other agreements containing cross-default provisions. A default would permit
lenders to accelerate the maturity of the debt under these agreements and to
foreclose upon any collateral securing that debt. Under these circumstances, we
might not have sufficient funds or other resources to satisfy all of our
obligations, including our obligations under the notes offered by this
prospectus. In addition, the secured nature of a portion of our other debt,
together with the limitations imposed by financing agreements on our ability to
incur additional debt and to take other actions, might significantly impair our
ability to obtain other financing.

     Some of our existing financing agreements also impose restrictions on
changes of control of us or our ship-owning subsidiaries, including requirements
for prior consent and that we make an offer to redeem certain debt. See
"Description of Certain Debt."

DECLINING MARKET VALUES OF OUR VESSELS COULD ADVERSELY AFFECT OUR LIQUIDITY AND
RESULT IN BREACHES OF OUR FINANCING AGREEMENTS

     Market values of tankers fluctuate depending upon general economic and
market conditions affecting the tanker industry and competition from other
shipping companies, other types and sizes of vessels, and other modes of
transportation. In addition, as vessels become older, they generally decline
significantly in value. Declining vessel values of our tankers could adversely
affect our liquidity by limiting our ability to raise cash by refinancing
vessels. Declining vessel values could also result in a breach of loan covenants
and events of default under relevant financing agreements that require us to
maintain certain loan-to-value ratios. If we are unable to pledge additional
collateral in the event of a decline in vessel values, the lenders could
accelerate our debt and foreclose on our vessels pledged as collateral for the
loans.

WE MAY BE UNABLE TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE OF CONTROL
OFFER REQUIRED BY THE INDENTURE GOVERNING THE NOTES

     Upon the occurrence of a change of control triggering event we will be
required to offer to purchase the notes (including the aggregate $350 million
principal amount of outstanding 8.875% senior notes due July 15, 2011, $100
million of which are subject to exchange pursuant to this offering) at a
purchase price equal to 101% of the principal amount of the notes, plus accrued
interest to the date of the purchase. In the event of a change of control
triggering event, the total debt represented by the notes could become due and
payable. We may not have sufficient funds available at the time of any change of
control to repurchase the notes. See "Description of the Notes -- Repurchase of
Notes Upon a Change of Control Triggering Event."

                                        17
<PAGE>

                         RISKS RELATING TO OUR BUSINESS

THE CYCLICAL NATURE OF THE TANKER INDUSTRY CAUSES VOLATILITY IN OUR
PROFITABILITY

     Historically, the tanker industry has been cyclical, experiencing
volatility in profitability due to changes in the supply of, and demand for,
tanker capacity. Increases in tanker capacity supply or decreases in tanker
capacity demand could harm our business, financial condition and results of
operations. The supply of tanker capacity is a function of the number of new
vessels built, older vessels scrapped, converted and lost and the number of
vessels that are out of service. The demand for tanker capacity is influenced
by, among other factors:

     -  global and regional economic conditions;

     -  increases and decreases in industrial production and demand for crude
        oil and petroleum products;

     -  the distance crude oil and petroleum products need to be transported by
        sea; and

     -  developments in international trade and changes in seaborne and other
        transportation patterns.

     Because many of the factors influencing the supply of and demand for tanker
capacity are unpredictable, the nature, timing and degree of changes in tanker
industry conditions are also unpredictable.

WE DEPEND UPON OIL MARKETS, CHANGES IN WHICH COULD RESULT IN DECREASED DEMAND
FOR OUR VESSELS AND SERVICES

     Demand for our vessels and services in transporting crude oil and petroleum
products depends upon world and regional oil markets. Any decrease in shipments
of crude oil in those markets could harm our business, financial condition and
results of operations. Historically, those markets have been volatile as a
result of the many conditions and events that affect the price, production and
transport of oil, as well as competition from alternative energy sources. Demand
for our vessels and services may decrease due to the general slowing of the U.S.
and world economies throughout 2001 and the potential adverse economic impact of
the September 11, 2001, terrorist attacks.

OUR DEPENDENCE ON SPOT VOYAGES MAY RESULT IN SIGNIFICANT FLUCTUATIONS IN THE
UTILIZATION OF OUR VESSELS AND IN OUR PROFITABILITY

     In the nine months ended September 30, 2001, we derived approximately 81%
of our net voyage revenues (79% after giving effect to our acquisition of UNS as
if it had occurred on January 1, 2001) from spot voyages or time charters and
contracts of affreightment priced on a spot market basis. Because we depend on
the spot charter market, declining charter rates in a given period generally
will result in corresponding declines in our operating results for that period.
The spot charter market is highly competitive and spot charter rates are subject
to significant fluctuations based on tanker and oil supply and demand. Charter
rates have varied dramatically in the last few years. Future spot charters may
not be available at rates that will be sufficient to enable our vessels to be
operated profitably or provide sufficient cash flow to service the notes and pay
our other debt obligations. Worldwide industry average Aframax spot TCE rates
dropped from $26,598 per day for the month of August 2001 to $21,608 per day for
the month of December 2001.

REDUCTION IN OIL PRODUCED FROM OFFSHORE OIL FIELDS COULD HARM OUR SHUTTLE TANKER
BUSINESS

     Demand for our shuttle tankers in transporting crude oil and petroleum
products depends upon the amount of oil produced from offshore oil fields,
especially in the North Sea, where our shuttle tankers primarily operate. As oil
prices increase, the prospect of exploration and development of offshore oil
fields, which cost more to develop than land oil fields, becomes more attractive
to oil companies. However, if oil prices were to decline, it would become less
attractive for oil companies to explore for oil offshore and develop offshore
oil fields. If the amount of oil produced from offshore oil fields declines,

                                        18
<PAGE>

especially in the North Sea, our shuttle tanker business could be harmed. In
addition, if for environmental or other reasons, there is a change in policy
towards using pipelines rather than oceangoing vessels in transporting crude oil
and petroleum products from offshore oil fields, our shuttle tanker business
could be adversely affected.

OUR SUBSTANTIAL OPERATIONS OUTSIDE THE UNITED STATES EXPOSE US TO POLITICAL,
GOVERNMENTAL AND ECONOMIC INSTABILITY, WHICH COULD ADVERSELY AFFECT OUR
OPERATIONS

     Because our operations are primarily conducted outside of the United
States, they may be affected by changing economic, political and governmental
conditions in the countries where we are engaged in business or where our
vessels are registered. Any disruption caused by these factors could materially
adversely affect our business, financial condition and results of operations.

     We derive a substantial portion of our total revenues from our operations
in the Indo-Pacific Basin. Past political conflicts in this region, particularly
in the Arabian Gulf, have included attacks on tankers, mining of waterways and
other efforts to disrupt shipping in the area. Vessels trading in this region
have also been subject to, in limited instances, acts of terrorism and piracy.
Future hostilities or other political instability in this region or other
regions where we operate could affect our trade patterns and materially
adversely affect our business, financial condition and results of operations.
For instance, the recent responses by the United States to the September 11,
2001 terrorist attacks on the United States may provoke hostilities toward the
United States and other countries and their commercial operations in the
Indo-Pacific Basin. Further, tariffs, trade embargoes, and other economic
sanctions by the United States or other countries against countries in the
Indo-Pacific Basin as a result of the terrorist attacks may limit trading
activities with those countries, which could harm our business, financial
condition and results of operations.

OUR INABILITY TO RENEW OR REPLACE LONG-TERM CHARTER CONTRACTS COULD HARM OUR
BUSINESS

     Twenty-six of our tankers, including 16 of our 18 shuttle tankers,
currently are subject to long-term charter contracts. Eleven of these contracts
terminate by their terms between April 2002 and September 2003. The 15 remaining
contracts terminate by their terms between 2004 and 2013. Our inability to renew
or replace these contracts on favorable terms, if at all, or the early
termination of a significant number of these contracts, could harm our business,
financial condition and results of operations.

THE INTENSE COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED PROFITABILITY

     Our vessels operate in highly competitive markets. Competition arises
primarily from other Aframax and shuttle tanker owners, including major oil
companies as well as independent companies. We also compete with owners of other
size tankers. Our market share is insufficient to enforce any degree of pricing
discipline in the markets in which we operate and our competitive position may
erode in the future. Any new markets that we enter could include participants
that have greater financial strength and capital resources than us and we may
not be successful in entering into new markets, including the shuttle tankers
market through our acquisition of UNS.

THE TANKER INDUSTRY IS SUBJECT TO SUBSTANTIAL ENVIRONMENTAL AND OTHER
REGULATIONS, WHICH MAY SIGNIFICANTLY INCREASE OUR EXPENSES

     Our operations are affected by extensive and changing environmental
protection laws and other regulations. We have incurred, and expect to continue
to incur, substantial expenses in complying with these laws and regulations,
including expenses for ship modifications and changes in operating procedures.
Additional laws and regulations may be adopted that could limit our ability to
do business or further increase the cost of our doing business. This could harm
our business, financial condition and results of operations.

                                        19
<PAGE>

     The United States Oil Pollution Act of 1990 ("OPA 90") in particular has
increased our expenses. The OPA 90 provides for the phase-in of the exclusive
use of double-hull tankers at United States ports, as well as potentially
unlimited liability for owners, operators and demise or bareboat charterers for
oil pollution in U.S. waters. To comply with the OPA 90, tanker owners generally
incur additional costs in meeting additional maintenance and inspection
requirements, in developing contingency arrangements for potential spills and in
obtaining required insurance coverage. The OPA 90 contains financial
responsibility requirements for vessels operating in U.S. waters and requires
owners and operators of vessels to establish and maintain with the United States
Coast Guard evidence of insurance or of qualification as a self-insurer or other
evidence of financial responsibility sufficient to meet their potential
liabilities under the OPA 90.

     Following the example of the OPA 90, the International Maritime
Organization, the United Nations' agency for maritime safety, adopted
regulations for tanker design and inspection that are designed to reduce oil
pollution in international waters and that will be phased in on a schedule
depending upon vessel age. In addition, certain U.S. states, the European
Community and certain countries are considering stricter technical and
operational requirements for tankers and legislation that will affect the
liability of tanker owners and operators for oil pollution.

     Our shuttle tankers primarily operate in the North Sea. In addition to the
regulations imposed by the International Maritime Organization, the countries
having jurisdiction over areas of the North Sea impose regulatory requirements
in connection with operations in those areas. These regulatory requirements,
together with additional requirements imposed by the operators in the North Sea
oil fields, require us to make further expenditures for sophisticated equipment,
reporting and redundancy systems on our shuttle tankers and for the training of
seagoing staff. Additional regulations and requirements may be adopted or
imposed that could limit our ability to do business or further increase the cost
of doing business in the North Sea.

OUR INSURANCE MAY NOT BE SUFFICIENT TO COVER THE LOSSES THAT MAY OCCUR TO OUR
PROPERTY OR AS A RESULT OF OUR OPERATIONS

     The operation of oil tankers carries the risk of environmental damage from
an oil spill as well as the risk of catastrophic marine disasters and property
losses inherent to any ocean-going vessel. We carry protection and indemnity
coverage to protect against most of the accident-related risks involved in the
conduct of our business and maintain environmental damage and pollution
coverage. Except with respect to our shuttle tankers, we do not carry insurance
covering the loss of revenue resulting from vessel off-hire time. All risks may
not be adequately insured against, and any particular claim may not be paid. In
addition, we may not be able to procure adequate coverage at commercially
reasonable rates in the future. Any uninsured loss could harm our business,
financial condition and results of operations.

     More stringent environmental regulations at times in the past have resulted
in increased costs for, and in the future may result in the lack of availability
of, insurance against the risks of environmental damage or pollution. We
currently maintain $1 billion in coverage for liability for pollution, spillage
or leakage of oil for each of our vessels. A catastrophic spill could exceed the
coverage available, which could harm our business, financial condition and
results of operations.

BECAUSE OUR FUTURE GROWTH DEPENDS IN LARGE PART ON FACTORS BEYOND OUR CONTROL,
WE MAY NOT BE SUCCESSFUL IN IMPLEMENTING OUR GROWTH STRATEGY

     A principal component of our strategy is to continue to grow by expanding
our business both in the geographic areas and markets where we have historically
focused as well as into new geographic areas, market segments and services. We
may not be successful in expanding our operations and any

                                        20
<PAGE>

expansion may not be profitable. Our future growth will depend upon a number of
factors, both within and outside of our control. These include:

     -  our identification of new markets;

     -  our acceptance by new customers;

     -  our identification of and entering into suitable joint venture
        opportunities;

     -  our identification and acquisition on favorable terms of suitable
        acquisition candidates;

     -  our successful integration of any acquired businesses with our existing
        operations;

     -  our ability to hire and train qualified personnel; and

     -  our ability to obtain required financing.

     The failure to effectively identify, purchase, develop and integrate any
acquired businesses could harm our business, financial condition and results of
operations. In addition, the results we have achieved to date may not be
indicative of our ability to penetrate new markets, including the shuttle tanker
market, many of which may have different competitive conditions and
characteristics than our traditional markets.

THE STRAIN THAT OUR GROWTH PLACES UPON OUR SYSTEMS AND MANAGEMENT RESOURCES MAY
ADVERSELY AFFECT OUR BUSINESS

     To the extent our operations continue to expand, we will continue to
experience growth in the number of our employees, the scope of our operating and
financial systems and the geographic area of our operations. Recent growth has
increased, and future growth will continue to increase, our operating complexity
and the level of responsibility of existing and new management personnel. We
cannot assure you that we will be able to attract and retain qualified
management and employees, especially qualified officers and other seagoing
personnel, of which there is a limited supply, that our current operating and
financial systems and controls will be adequate as we grow, or that any steps
taken to attract and retain management and employees and to improve such systems
and controls will be sufficient.

OUR OPERATING RESULTS ARE SUBJECT TO SEASONAL FLUCTUATIONS

     Our tankers operate in markets that have historically exhibited seasonal
variations in demand and, therefore, in charter rates. This seasonality may
result in quarter-to-quarter volatility in our results of operations. Tanker
markets are typically stronger in the winter months as a result of increased oil
consumption in the northern hemisphere. In addition, unpredictable weather
patterns in these months tend to disrupt vessel scheduling. The oil price
volatility resulting from these factors has historically led to increased oil
trading activities in the winter months. As a result, our revenues have
historically been weaker during our fiscal quarters ended June 30 and September
30, and, conversely, revenues have been stronger in our fiscal quarters ended
March 31 and December 31.

WE EXPEND SUBSTANTIAL SUMS DURING CONSTRUCTION OF NEWBUILDINGS WITHOUT EARNING
REVENUE AND WITHOUT ASSURANCE THAT THEY WILL BE COMPLETED

     We are typically required to expend substantial sums as progress payments
during the construction of a newbuilding, but we do not derive any revenue from
the vessel until after its delivery. If we were unable to obtain financing
required to complete payments on any of our newbuilding orders, we could
effectively forfeit all or a portion of the progress payments previously made.
We currently have eight newbuildings on order, with deliveries scheduled between
December 2002 and December 2003. We may in the future order additional
newbuildings.

                                        21
<PAGE>

THE LOSS OF ANY KEY CUSTOMER COULD RESULT IN A SIGNIFICANT LOSS OF REVENUE IN A
GIVEN PERIOD

     We have derived, and believe that we will continue to derive, a significant
portion of our voyage revenues from a limited number of customers. A single
customer, an international oil company, accounted for approximately $113
million, or 14% of our consolidated voyage revenues during the nine months ended
September 30, 2001. Giving pro forma effect to our acquisition of UNS as if it
had occurred on January 1, 2001, this percentage would have been 13%. Two
customers, both international oil companies, individually accounted for
approximately $118 million, or 13%, and approximately $110 million, or 12%, of
our consolidated voyage revenues during the twelve months ended December 31,
2000. Giving pro forma effect to our acquisition of UNS as if it had occurred on
January 1, 2000, such percentages would have been 12% and 11%, respectively. No
other customer accounted for more than 10% of our consolidated voyage revenues
in any of the periods presented above. The loss of any significant customer, or
a substantial decline in the amount of services requested by a significant
customer, could harm our business, financial condition and results of
operations.

EXPOSURE TO CURRENCY EXCHANGE RATE AND INTEREST RATE FLUCTUATIONS COULD RESULT
IN FLUCTUATIONS IN OUR NET INCOME

     While virtually all of our revenues are earned in U.S. Dollars, a portion
of our operating costs is incurred in currencies other than U.S. Dollars. This
partial mismatch in operating revenues and expenses could lead to fluctuations
in net income due to changes in the value of the U.S. Dollar relative to other
currencies, in particular the Japanese Yen, the Singapore Dollar, the Canadian
Dollar, the Norwegian Kroner, the British Pound and the Australian Dollar.

     At September 30, 2001, after giving effect to the issuance of the
outstanding notes and the application of the net proceeds to prepay certain of
our outstanding secured revolving debt, approximately $429 million, or 45%, of
our debt would have borne interest at floating interest rates. Increases in
interest rates would increase interest payments on this debt, and could
materially adversely affect our business, financial condition and results of
operations. In order to partially mitigate our floating interest rate exposure,
as of December 31, 2001, we were parties to four interest rate swaps, totaling
$85 million in notional principal amount with maturities between December 2002
and May 2004. The average interest rate of the swaps is 6.40%. As of December
31, 2001, the fair value of these interest rate swaps was negative $2.4 million.

WE MAY NOT BE EXEMPT FROM U.S. TAXATION FOR OUR UNITED STATES SOURCE INCOME,
WHICH WOULD REDUCE OUR NET INCOME AND CASH FLOW BY THE AMOUNT OF THE APPLICABLE
TAX

     If not exempt from tax under Section 883 of the United States Internal
Revenue Code, the shipping income derived from United States sources
attributable to our transportation of cargoes to or from the United States will
be subject to U.S. federal income tax. If we are subject to such tax, our net
income and cash flow would be reduced by the amount of such tax. Although we
currently believe we are exempt from taxation under Section 883, proposed
regulations, if they become final as proposed, may not permit us to continue to
claim the Section 883 exemption.

     In the nine months ended September 30, 2001, approximately 18.5% of our
voyage revenues was derived from U.S. sources attributable to the transportation
of cargoes to or from the United States. The average U.S. federal income tax on
such U.S. source income, in the absence of exemption under Section 883, would
have been 4% thereof, or approximately $6.2 million, which remains unchanged
after giving effect to our acquisition of UNS as if it had occurred on January
1, 2001.

                                        22
<PAGE>

AN ACTIVE PUBLIC MARKET MAY NOT DEVELOP FOR YOUR NOTES, WHICH MAY HINDER YOUR
ABILITY TO LIQUIDATE YOUR INVESTMENT

     There is no established trading market for the notes. Although the initial
purchaser of the outstanding notes has informed us that it intends to make a
market in the exchange notes after the exchange offer, it may stop making a
market at any time. Accordingly, we cannot assure you that a market for the
exchange notes will develop. Furthermore, if a market were to develop, the
market price for the notes may be adversely affected by changes in our financial
performance, changes in the overall market for similar securities and the
performance or prospects for companies in our industry.

     The outstanding notes have not been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold except pursuant
to an exemption from the registration requirements of the Securities Act and
applicable state securities laws, or pursuant to an effective registration
statement.

     The liquidity of, and trading market for, the exchange notes may also be
adversely affected by general declines in the market for similar securities or
by changes in our financial performance. Such a market decline may adversely
affect such liquidity and trading markets independent of our financial
performance and resources.

                                        23
<PAGE>

                                USE OF PROCEEDS

     We issued $100 million principal amount of the outstanding notes on
December 6, 2001 to the initial purchasers of those notes. We are making the
exchange offer to satisfy our obligations under the outstanding notes, the
indenture and the exchange and registration rights agreement. We will not
receive any cash proceeds from the exchange offer. In consideration of issuing
the exchange notes in the exchange offer, we will receive an equal principal
amount of outstanding notes. Any outstanding notes that are properly tendered in
the exchange offer will be accepted, canceled and retired and cannot be
reissued.

     Our net proceeds from the offering of the outstanding notes, which does not
include accrued interest on the notes, were approximately $100.9 million, after
deducting the discount payable to the initial purchaser. We used these net
proceeds to prepay certain of our outstanding secured revolving debt. The
secured debt that we have repaid was borrowed pursuant to a credit facility
bearing interest at a floating rate based on LIBOR plus a margin depending on
our financial leverage. This credit facility had a margin of 0.75% at December
31, 2001, and matures in December 2008.

                                        24
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our consolidated capitalization at September
30, 2001, to reflect:

     (1)   our actual capitalization; and

     (2)   our pro forma capitalization to give effect to the offering of the
           outstanding notes, the application of the estimated net proceeds
           therefrom and the payment of an estimated $400,000 of expenses with
           respect to the offering of the outstanding notes from cash on hand.

     You should read the following table in conjunction with our historical and
pro forma consolidated condensed financial statements and the related notes
included elsewhere in this prospectus. See "Use of Proceeds," and "Description
of Certain Debt."

<Table>
<Caption>
                                                                  SEPTEMBER 30, 2001
                                                              --------------------------
                                                                ACTUAL        PRO FORMA
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
                                                                (DOLLARS IN THOUSANDS)
<S>                                                           <C>            <C>
Cash and marketable securities..............................  $  171,095     $  170,695
                                                              ==========     ==========
Current obligations(1):
  Current portion of long-term debt.........................  $   54,573     $   54,573
                                                              ----------     ----------
     Total current obligations..............................      54,573         54,573
                                                              ----------     ----------
Long-term debt(1):
  Long-term debt............................................     892,760        791,860
  Notes offered hereby(2)...................................          --        102,250
                                                              ----------     ----------
     Total long-term debt...................................     892,760        894,110
                                                              ----------     ----------
Minority interest...........................................      19,475         19,475
                                                              ----------     ----------
Stockholders' equity:
  Capital stock.............................................     472,241        472,241
  Retained earnings.........................................     919,498        919,948
  Accumulated other comprehensive loss......................      (5,462)        (5,462)
                                                              ----------     ----------
     Total stockholders' equity.............................   1,386,277      1,386,277
                                                              ----------     ----------
     Total capitalization...................................  $2,353,085     $2,354,435
                                                              ==========     ==========
</Table>

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

(1) For information concerning our borrowing arrangements, see "Description of
    Certain Debt," Note 6 to our consolidated financial statements included in
    our Report on Form 20-F for our 2000 fiscal year filed with the SEC on April
    2, 2001, and Note 7 to our consolidated financial statements included in our
    Report on Form 6-K for the quarter ended September 30, 2001, filed with the
    SEC on November 15, 2001, which reports are incorporated herein by
    reference.

(2) Includes premium on original issue that will be amortized over the term of
    the notes and excludes accrued interest on the notes.

                                        25
<PAGE>

                            ENVIRONMENTAL REGULATION

     Our business and the operation of our vessels are materially affected by
government regulation in the form of international conventions, national, state
and local laws and regulations in force in the jurisdictions in which the
vessels operate, as well as in the country or countries of their registration.
Because such conventions, laws and regulations are often revised, we cannot
predict the ultimate cost of complying with such conventions, laws and
regulations or the impact they may have on the resale price or useful life of
our vessels. Additional conventions, laws and regulations may be adopted which
could limit our ability to do business or increase the cost of our doing
business and which may have a material adverse effect on our operations. We are
required by various governmental and quasi-governmental agencies to obtain
certain permits, licenses and certificates with respect to our operations.
Subject to the discussion below and to the fact that the kinds of permits,
licenses and certificates required for the operations of our vessels will depend
upon a number of factors, we believe that we have been and will be able to
obtain all permits, licenses and certificates material to the conduct of our
operations.

     We believe that the heightened environmental and quality concerns of
insurance underwriters, regulators and charterers will impose greater inspection
and safety requirements on all vessels in the tanker market and will accelerate
the scrapping of older vessels throughout the industry.

ENVIRONMENTAL REGULATION -- INTERNATIONAL MARITIME ORGANIZATION

     On March 6, 1992, the International Maritime Organization adopted
regulations that set forth new and upgraded requirements for pollution
prevention for tankers. These regulations, which went into effect on July 6,
1995 in many jurisdictions in which our tanker fleet operates, provide that:

     -  tankers between 25 and 30 years old must be of double-hull construction
        or of a mid-deck design with double side construction, unless they have
        wing tanks or double-bottom spaces, not used for the carriage of oil,
        which cover at least 30% of the length of the cargo tank section of the
        hull, or are capable of hydrostatically balanced loading which ensures
        at least the same level of protection against oil spills in the event of
        collision or stranding;

     -  tankers 30 years old or older must be of double-hull construction or
        mid-deck design with double-side construction; and

     -  all tankers will be subject to enhanced inspections.

     Also, under International Maritime Organization regulations, a tanker must
be of double-hull construction or a mid-deck design with double side
construction or be of another approved design ensuring the same level of
protection against oil pollution in the event that such tanker (a) is the
subject of a contract for a major conversion or original construction on or
after July 6, 1993, (b) commences a major conversion or has its keel laid on or
after January 6, 1994, or (c) completes a major conversion or is a newbuilding
delivered on or after July 6, 1996.

     On April 27, 2001, the International Maritime Organization revised its
regulations relating to prevention of pollution from tankers. These regulations,
which are scheduled to take effect on September 1, 2002, generally provide that
single-hull tankers must be phased out between 2003 and 2015. These regulations
identify three categories of single-hull tankers, which include double-bottom
and double-side tankers:

     -  "Category 1 oil tanker" means any oil tanker of 20,000 dwt and above
        carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as
        cargo, and of 30,000 dwt and above carrying other oils, which does not
        have segregated ballast tanks;

     -  "Category 2 oil tanker" means any oil tanker of 20,000 dwt and above
        carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as
        cargo, and of 30,000 dwt and above carrying other oils, which has
        segregated ballast tanks; and

                                        26
<PAGE>

     -  "Category 3 oil tanker" means an oil tanker of 5,000 dwt and above but
        less than the tonnage specified for Category 1 and 2 oil tankers.

     All of the single-hull tankers we operate are Category 2 oil tankers. As
illustrated in the following table, the new regulations provide for the
phase-out on a rolling basis of Category 1 single-hull oil tankers by 2007 and
of Category 2 oil tankers by 2015.

                    PHASE-OUT DATES FOR SINGLE-HULL TANKERS

<Table>
<S>                                         <C>
- -------------------------------------------------------------------------------------------------------
  CATEGORY OF OIL TANKER                                  YEAR TO BE REMOVED FROM SERVICE
- -------------------------------------------------------------------------------------------------------
  Category 1..............................  2003 for ships delivered in 1973 or earlier
                                            2004 for ships delivered in 1974 and 1975
                                            2005* for ships delivered in 1976 and 1977
                                            2006* for ships delivered in 1978, 1979 and 1980
                                            2007* for ships delivered in 1981 or later
- -------------------------------------------------------------------------------------------------------
  Category 2..............................  2003 for ships delivered in 1973 or earlier
                                            2004 for ships delivered in 1974 and 1975
                                            2005 for ships delivered in 1976 and 1977
                                            2006 for ships delivered in 1978 and 1979
                                            2007 for ships delivered in 1980 and 1981
                                            2008 for ships delivered in 1982
                                            2009 for ships delivered in 1983
                                            2010* for ships delivered in 1984
                                            2011* for ships delivered in 1985
                                            2012* for ships delivered in 1986
                                            2013* for ships delivered in 1987
                                            2014* for ships delivered in 1988
                                            2015* for ships delivered in 1989 or later
- -------------------------------------------------------------------------------------------------------
</Table>

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

* Subject to compliance with Condition Assessment Scheme Survey.

     However, under certain conditions, Category 1 and Category 2 oil tankers
may continue in operation beyond the date set forth in the table above. Category
2 oil tankers fitted with double bottoms or double sides may continue in service
until 25 years after their delivery date. Category 1 oil tankers over 25 years
old must have double bottoms or operate with hydrostatically balanced loading.
However, a port state may declare that it does not accept entry of such vessels
after their phase-out date. The European Union, Cyprus and Malta have already
declared that they will not permit the entry of such vessels.

     Vessels must pass a Condition Assessment Scheme survey after 2005 for
Category 1 oil tankers, and after 2010 for Category 2 oil tankers. The
Conditional Assessment Scheme Survey includes surveys of the hull structure,
including cargo tanks, pump rooms, cofferdams, pipe tunnels, void spaces within
the cargo area and all ballast tanks.

     Under the current International Maritime Organization regulations, our
vessels will be able to operate for substantially all of their respective
economic lives before being required to have double-hulls. Although 16 of our
vessels are over 15 years old (including the eight oil/bulk/ore carriers we
acquired in the Bona acquisition), IMO regulations do not require any of our
vessels to be phased out until 2007. However, compliance with the regulations
regarding inspections of all vessels may adversely affect our operations. We
cannot at the present time evaluate the likelihood or magnitude of any such
adverse effect on our operations due to uncertainty of interpretation of the
International Maritime Organization regulations.

                                        27
<PAGE>

     The operation of our vessels is also affected by the requirements set forth
in the International Maritime Organization's International Management Code for
the Safe Operation of Ships and Pollution Prevention (the "ISM Code"). The ISM
Code requires shipowners and bareboat charterers to develop and maintain an
extensive "Safety Management System" that includes the adoption of a safety and
environmental protection policy setting forth instructions and procedures for
safe operation and describing procedures for dealing with emergencies. The
failure of a shipowner or bareboat charterer to comply with the ISM Code may
subject that party to increased liability, may decrease available insurance
coverage for the affected vessels and may result in a denial of access to, or
detention in, certain ports. Currently, each of our applicable vessels is ISM
code-certified. However, we cannot assure that such certification will be
maintained indefinitely.

ENVIRONMENTAL REGULATION -- THE UNITED STATES OIL POLLUTION ACT OF 1990 ("OPA
90")

     OPA 90 established an extensive regulatory and liability regime for the
protection and cleanup of the environment from oil spills. OPA 90 affects all
owners and operators whose vessels trade to the United States or its territories
or possessions or whose vessels operate in U.S. waters, which include the U.S.
territorial sea and its two hundred nautical mile exclusive economic zone.

     Under OPA 90, vessel owners, operators and bareboat (or "demise")
charterers are "responsible parties" and are jointly, severally and strictly
liable (unless the spill results solely from the act or omission of a third
party, an act of God or an act of war) for all containment and clean-up costs
and other damages arising from discharges or threatened discharges of oil from
their vessels. These other damages are defined broadly to include:

     -  natural resources damages and the costs of assessment thereof;

     -  real and personal property damages;

     -  net loss of taxes, royalties, rents, fees and other lost revenues;

     -  lost profits or impairment of earning capacity due to property or
        natural resources damage;

     -  net cost of public services necessitated by a spill response, such as
        protection from fire, safety or health hazards; and

     -  loss of subsistence use of natural resources.

     OPA 90 limits the liability of responsible parties to the greater of $1,200
per gross ton or $10 million per tanker that is over 3,000 gross tons (subject
to possible adjustment for inflation). These limits of liability would not apply
if the incident was proximately caused by violation of applicable United States
federal safety, construction or operating regulations or by the responsible
party's gross negligence or willful misconduct, or if the responsible party
fails or refuses to report the incident or to cooperate and assist in connection
with the oil removal activities. We currently plan to continue to maintain for
each of our vessels pollution liability coverage in the amount of $1 billion per
incident through protection and indemnity clubs. A catastrophic spill could
exceed the coverage available, which could materially adversely affect our
business, financial condition and result of operations.

     Under OPA 90, with limited exceptions, all newly built or converted tankers
operating in United States waters must be built with double-hulls, and existing
vessels that do not comply with the double-hull requirement must be phased out
over a 20-year period (1995-2015) based on size, age and hull construction.
Vessels with double-sides and vessels with double-bottoms are granted an
additional five years of service life before being phased out. Of our vessels,
16 are over 15 years old (including the 8 oil/bulk/ore carriers we acquired in
the Bona acquisition), and 14 of those vessels have double-sides or
double-bottoms, the oldest of which would not be phased out until 2009. Our
oldest single-hull tanker is part of our shuttle tanker fleet and does not trade
in the United States. Notwithstanding the phase out period, OPA 90 currently
permits existing single-hull tankers to operate until the year 2015 if their
operations within United States waters are limited to discharging at the

                                        28
<PAGE>

Louisiana Off-shore Oil Platform, or off-loading by means of lightering
activities within authorized lightering zones more than 60 miles offshore.

     OPA 90 requires owners and operators of vessels to establish and maintain
with the United States Coast Guard evidence of financial responsibility
sufficient to meet their potential liabilities under OPA 90. In December 1994,
the U.S. Coast Guard implemented regulations requiring evidence of financial
responsibility in the amount of $1,500 per gross ton for tankers, coupling the
OPA limitation on liability of $1,200 per gross ton with the Comprehensive
Environmental Response, Compensation, and Liability Act liability limit of $300
per gross ton. Under the regulations, evidence of financial responsibility may
be demonstrated by insurance, surety bond, self-insurance or guaranty. Under OPA
90, an owner or operator of a fleet of tankers is required only to demonstrate
evidence of financial responsibility in an amount sufficient to cover the tanker
in the fleet having the greatest maximum limited liability under OPA 90.

     The U.S. Coast Guard's regulations concerning certificates of financial
responsibility provide, in accordance with OPA 90, that claimants may bring suit
directly against an insurer or guarantor that furnishes certificates of
financial responsibility; and, in the event that such insurer or guarantor is
sued directly, it is prohibited from asserting any contractual defense that it
may have had against the responsible party and is limited to asserting those
defenses available to the responsible party and the defense that the incident
was caused by the willful misconduct of the responsible party. Certain
organizations that had typically provided certificates of financial
responsibility under pre-OPA 90 laws, including the major protection and
indemnity organizations, declined to furnish evidence of insurance for vessel
owners and operators if they are subject to direct actions or required to waive
insurance policy defenses.

     The U.S. Coast Guard's financial responsibility regulations may also be
satisfied by evidence of surety bond, guaranty or by self-insurance. Under the
self-insurance provisions, the ship owner or operator must have a net worth and
working capital, measured in assets located in the United States against
liabilities located anywhere in the world, that exceeds the applicable amount of
financial responsibility. We have complied with the U.S. Coast Guard regulations
by providing a financial guaranty from a related company evidencing sufficient
self-insurance for all our vessels trading into the United States. If other
vessels in our fleet trade to the United States in the future, we expect to
provide guaranties through self-insurance, or to obtain such guaranties from
third party insurers.

     OPA 90 specifically permits individual states to impose their own liability
regimes with regard to oil pollution incidents occurring within their
boundaries, and some states in the United States have enacted legislation
providing for unlimited liability for oil spills. In some cases, states that
have enacted such legislation have not yet issued implementing regulations
defining tanker owners' responsibilities under these laws. We intend to comply
with all applicable state regulations in the ports where our vessels call.

     Owners or operators of tankers operating in United States waters are
required to file vessel response plans with the U.S. Coast Guard, and their
tankers are required to operate in compliance with their Coast Guard approved
plans. The response plans must, among other things:

     -  address a "worst case" scenario and identify and ensure, through
        contract or other approved means, the availability of necessary private
        response resources to respond to a "worst case discharge;"

     -  describe crew training and drills; and

     -  identify a qualified individual with full authority to implement removal
        actions.

     We have filed vessel response plans with the U.S. Coast Guard for the
tankers we own and have received approval of such plans for all vessels in our
fleet that operate in United States waters.

                                        29
<PAGE>

ENVIRONMENTAL REGULATION -- OTHER ENVIRONMENTAL INITIATIVES

     The European Union is considering legislation that will affect the
operation of tankers and the liability of owners for oil pollution. It is
impossible to predict what legislation, if any, may be promulgated by the
European Union or any other country or authority.

     Although the United States is not a party, many countries have ratified and
follow the liability scheme adopted by the International Maritime Organization
and set out in the International Convention on Civil Liability for Oil Pollution
Damage, 1969, as amended (the "CLC"), and the Convention for the Establishment
of an International Fund for Oil Pollution of 1971, as amended. Under these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused on the territorial waters of a contracting state by discharge of
persistent oil, subject to certain complete defenses. Approximately one-quarter
of the countries that have ratified the CLC have increased the liability limits
through a 1992 Protocol to the CLC. The liability limits in the countries that
have ratified this Protocol are currently approximately $3.8 million plus
approximately $532 per gross registered ton above 5,000 gross tons with an
approximate maximum of approximately $75.6 million, with the exact amount tied
to a unit of account which varies according to a basket of currencies. The right
to limited liability is forfeited under the CLC where the spill is caused by the
owner's actual fault or privity and, under the 1992 Protocol, where the spill is
caused by the owner's intentional or reckless conduct. Vessels trading to
contracting states must provide evidence of insurance covering the limited
liability of the owner. In jurisdictions where the CLC has not been adopted,
various legislative schemes or common law govern, and liability is imposed
either on the basis of fault or in a manner similar to the CLC.

     In addition, the International Maritime Organization, various countries and
states, such as Australia, the United States and the State of California, and
various regulators, such as port authorities, the U.S. Coast Guard and the U.S.
Environmental Protection Agency, have either adopted legislation or regulations,
or are separately considering the adoption of legislation or regulations, aimed
at regulating the discharge of ballast water as a potential pollutant.

                                        30
<PAGE>

                               TAXATION OF TEEKAY

     The following discussion is a summary of the principal United States,
Bahamian, Bermuda, Marshall Islands and Norwegian tax laws applicable to us. The
following discussion of tax matters, as well as the conclusions regarding
certain issues of tax law that are reflected in such discussion, are based on
current law and upon the advice received by us from our counsel. This advice is
based, in part, on representations made by our officers, some of which relate to
anticipated future factual matters and circumstances. No assurance can be given
that changes in or interpretation of existing laws will not occur or will not be
retroactive or that anticipated future factual matters and circumstances will in
fact occur. Our views and those of our counsel have no binding effect or
official status of any kind, and no assurance can be given that the conclusions
discussed below would be sustained if challenged by taxing authorities.

UNITED STATES TAXATION

     The following discussion is based on the advice of Seward & Kissel, LLP,
special United States tax counsel to us. The following discussion is based upon
the provisions of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), existing and proposed U.S. Treasury Department regulations,
administrative rulings and court decisions, all as of the date of this
prospectus.

     Teekay has made special U.S. tax elections, the effect of which are to
disregard our relevant vessel owning or operating subsidiaries as separate
taxable entities from Teekay. Therefore, for purposes of the ensuing U.S. tax
discussion, Teekay, and not our subsidiaries, will be treated as the owner or
operator of our vessels.

     We anticipate that Teekay will derive substantially all of its gross income
from the use and operation of vessels in international commerce and that this
income will principally consist of freights from the transportation of cargoes,
hire or lease from time or voyage charters and the performance of services
directly related thereto ("Shipping Income"). Unless exempt from U.S. taxation
under Section 883 of the Code, Teekay will be subject to U.S. federal income
taxation, in the manner discussed below, to the extent such Shipping Income is
considered derived from sources within the United States.

     Shipping Income that is attributable to transportation that begins or ends,
but that does not both begin and end, in the United States will be considered to
be 50% derived from sources within the United States. Shipping Income
attributable to transportation that both begins and ends in the United States
will be considered to be 100% derived from sources within the United States. All
Shipping Income attributable to transportation exclusively between non-U.S.
ports will be considered to be 100% derived from sources outside the United
States. Shipping Income derived from sources outside the United States will not
be subject to U.S. federal income tax.

     Based upon Teekay's anticipated shipping operations, Teekay's vessels will
operate in various parts of the world, including to or from U.S. ports. In the
nine months ended September 30, 2001, approximately 37% of its Shipping Income
was attributable to the transportation of cargoes either to or from a U.S. port.
Accordingly, only 18.5% of Teekay's Shipping Income would have been treated as
derived from U.S. sources for such period, which remains unchanged after giving
effect to our acquisition of UNS as if it had occurred on January 1, 2001.

  THE INTERNAL REVENUE CODE SECTION 883 EXEMPTION

     Teekay will qualify for the exemption from U.S. federal income taxation
under Section 883 of the Code if, in relevant part:

     -  Teekay is organized in a foreign country that grants an equivalent
        exemption from tax to corporations organized in the United States ("the
        country of organization requirement"); and

     -  more than 50% of the value of Teekay's shares is treated as owned,
        directly or indirectly, by individuals who are "residents" of such
        country or of another foreign country that grants an

                                        31
<PAGE>

       equivalent exemption to corporations organized in the United States (the
       "ownership requirement").

     Since the U.S. Treasury Department has recognized Teekay's country of
incorporation, the Marshall Islands, as a foreign country that grants an
equivalent exemption to U.S. corporations, Teekay satisfies the country of
organization requirement.

     There is an exemption from the ownership requirement provided by Section
883 if Teekay can satisfy a special publicly traded stock rule. Teekay will
qualify for the exemption if its common stock is considered to be "primarily and
regularly traded on an established securities market" in the United States (the
"publicly traded test").

     We have taken the position that, under the current tax regime, we qualify
under the Section 883 exemption. However, proposed regulations interpreting
Section 883 were promulgated by the U.S. Treasury Department on February 8,
2000. The proposed regulations will apply to taxable years ending 30 days or
more after the date the proposed regulations are published as final regulations
in the Federal Register. At this time, it is unclear when the proposed
regulations will be finalized and whether they will be finalized in their
present form.

     The proposed regulations provide, in pertinent part, that stock of a
foreign corporation will be considered to be "primarily traded" on an
established securities market if the number of shares that are traded during any
taxable year on that market exceeds the number of shares traded during that year
on any other established securities market. At present, the sole class of
Teekay's stock that is issued and outstanding is its common stock and its common
stock is listed on the New York Stock Exchange, which is an established
securities market in the United States. Since Teekay's common stock is not
listed or quoted on any other securities market, its common stock must be
considered to be "primarily" traded on such market.

     The proposed regulations further provide that stock will be considered to
be "regularly traded" on a market if:

     -  stock representing 80% or more of the issuer's outstanding shares, by
        voting power and value, is listed on such market (the "80% test");

     -  stock is traded on such market, other than in de minimis quantities, on
        at least 60 days during the taxable year (the "trading frequency
        threshold"); and

     -  the aggregate number of shares of stock traded is at least 10% of the
        average number of shares outstanding during such year (the "trading
        volume threshold").

     Under the proposed regulations, the trading frequency threshold and the
trading volume threshold will be deemed satisfied if, as is the case here, stock
is traded on an established securities market in the United States and the stock
is regularly quoted by brokers and dealers making a market in the stock (the
"U.S. securities market exception").

     Teekay's common stock should satisfy the "regularly traded" requirement of
the proposed regulations since the 80% test is satisfied by virtue of 100% of
its common stock being listed on the New York Stock Exchange and the trading
frequency threshold and trading volume threshold tests will be deemed satisfied
as a result of the applicability of the U.S. securities market exception.

     Notwithstanding the foregoing, the proposed regulations provide, in
pertinent part, that stock will not be considered to be regularly traded on an
established securities market for any taxable year in which 50% or more of the
outstanding shares of such stock are owned, within the meaning of the
regulations, on any day during such taxable year by persons who each own 5% or
more of the value of the outstanding shares of such stock (the "5% override
rule").

     Based on its existing shareholdings, Teekay may be subject to this 5%
override rule and hence, under the proposed regulations, may not qualify for
exemption from the ownership requirement pursuant

                                        32
<PAGE>

to the publicly traded test. Without such exemption, Teekay's ability to satisfy
the ownership requirement may prove to be problematic.

     In response to an invitation for public comment on the proposed regulations
from the U.S. Treasury Department, we submitted written comments requesting
certain modifications be made to the 5% override rule which, if accepted and
reflected in the final regulations, would render Teekay not subject to the 5%
override rule based on its existing shareholdings. However, no assurance can be
given that our proposed modifications will ultimately be accepted and reflected
in the final regulations or that, even if the modifications are accepted, future
changes or shifts in the ownership of our shares will not preclude us from
obtaining the benefits of Section 883.

     Until final regulations are promulgated and come into force, however, we
intend to take the position on our U.S. tax return filings that Teekay satisfies
the publicly traded test and qualifies for exemption under Section 883.

     To the extent Teekay is unable to qualify for exemption from tax under
Section 883, its U.S. source Shipping Income will become subject to the 4% gross
basis tax regime or, alternatively, to the net basis and branch tax regime
described below.

  TAXATION IN ABSENCE OF INTERNAL REVENUE CODE SECTION 883 EXEMPTION

     4% GROSS BASIS TAX REGIME.  To the extent the benefits of Section 883 are
unavailable, Teekay's U.S. source Shipping Income that is not considered to be
"effectively connected" with the conduct of a U.S. trade or business, as
discussed below, would be subject to a 4% tax imposed by Section 887 of the Code
on a gross basis, without the benefit of deductions. As discussed above, we
expect that substantially less than half of Teekay's Shipping Income will be
considered U.S. source Shipping Income. Accordingly, we believe that the maximum
effective rate of U.S. federal income tax on Teekay's gross Shipping Income
would not exceed 2%.

     Based on its U.S. source Shipping Income for the nine months ended
September 30, 2001, Teekay would be subject to U.S. federal income tax of
approximately $6.2 million under Section 887 in the absence of an exemption
under Section 883.

     NET BASIS AND BRANCH PROFITS TAX REGIME.  To the extent the benefits of the
Section 883 exemption are unavailable and Teekay's U.S. source Shipping Income
is considered to be "effectively connected" with the conduct of a U.S. trade or
business, as described below, any such "effectively connected" U.S. source
Shipping Income, net of applicable deductions, would be subject to the U.S.
federal corporate income tax currently imposed at rates of up to 35%. In
addition, Teekay may be subject to the 30% "branch profits" taxes on earnings
effectively connected with the conduct of such trade or business, as determined
after allowance for certain adjustments, and on certain interest paid or deemed
paid attributable to the conduct of its U.S. trade or business. Teekay's U.S.
source Shipping Income would be considered "effectively connected" with the
conduct of a U.S. trade or business only if:

     -  Teekay has, or is considered to have, a fixed place of business in the
        United States involved in the earning of Shipping Income; and

     -  substantially all of Teekay's U.S. source Shipping Income is
        attributable to regularly scheduled transportation, such as the
        operation of a vessel that follows a published schedule with repeated
        sailings at regular intervals between the same points for voyages that
        begin or end in the United States.

     Currently, we do not intend to have, or permit circumstances that would
result in having, any Teekay vessel operating to the United States on a
regularly scheduled basis. Based on the foregoing and on the expected mode of
Teekay's shipping operations and other activities as described in this
prospectus, we believe that none of Teekay's U.S. source Shipping Income will be
"effectively connected" with the conduct of a U.S. trade or business.

                                        33
<PAGE>

     GAIN ON SALE OF VESSELS.  To the extent any Teekay vessel makes more than
an occasional voyage to U.S. ports, Teekay may be considered to be engaged in
the conduct of a U.S. trade or business. As a result, except to the extent such
gain falls within the scope of the Section 883 exemption as income that is
incidental to Teekay's Shipping Income, any U.S. source gain on the sale of a
vessel may be partly or wholly subject to U.S. federal income tax as
"effectively connected" income (determined under rules different from those
discussed above) under the net basis and branch tax regime described above.

BAHAMIAN TAXATION

     Based on the advice of Graham, Thompson & Co., our Bahamian counsel, we and
our subsidiaries will not be subject to taxation under the laws of the Bahamas,
and distributions by our subsidiaries to us also will not be subject to any
Bahamian tax.

BERMUDA TAXATION

     Based on the advice of Appleby Spurling & Kempe, our Bermuda counsel, we
and our subsidiaries will not be subject to taxation under the laws of Bermuda,
and distributions by our subsidiaries to us also will not be subject to any
Bermuda tax.

MARSHALL ISLANDS TAXATION

     Based on the advice of Watson, Farley & Williams, our Republic of Marshall
Islands counsel, because we and our subsidiaries do not, and we do not expect
that we and our subsidiaries will, conduct business or operations in the
Republic of the Marshall Islands, we and our subsidiaries will not be subject to
taxation under the laws of the Republic of the Marshall Islands, and
distributions by our subsidiaries to us will not be subject to Marshall Islands
tax.

NORWEGIAN TAXATION

     The following discussion is based on the advice of Bugge, Arentz-Hansen &
Rasmussen, our Norwegian counsel, and the tax laws of Norway and regulations,
rulings and judicial decisions thereunder, all as in effect as of the date of
this prospectus and subject to possible change on a retroactive basis. The
following discussion is for general information purposes only and does not
purport to be a comprehensive description of all of the Norwegian income tax
considerations applicable to UNS.

     In December 1996, Norway introduced a new regime for the taxation of the
shipping industry. If a company meets certain requirements, it may choose to be
taxed according to this regime, which results in deferral of taxation for income
related to shipping activities until the accumulated untaxed profits are
distributed to shareholders outside the regime or upon the company's exit from
the regime. A company that is subject to the regime will, however, be liable to
pay without the benefit of deferral a 28% tax on investment income and a
relatively insignificant tonnage tax based on the registered tonnage of its
fleet. The rates for tonnage tax are set annually by the Norwegian parliament.

     To qualify for the shipping taxation regime, the shipping activities of UNS
have been separated from other activities, such as management functions,
although, prior to Teekay's purchase of UNS, the companies engaged in shipping
activities and those providing management functions have been owned by the same
ultimate parent. While UNS as the parent company does not qualify under the
shipping tax regime, Ugland Nordic Investment AS, a wholly owned subsidiary of
UNS, owns the assets and companies engaged in shipping activities (the
"Qualifying Company"). These companies engaged in shipping activities constitute
"shipping companies" under the tax regime. Under the regime, the shipping
companies may not have employees; consequently, all service and management
functions must be obtained from a related or unrelated entity that is separate
from the shipping companies. Intra-group services are required to be priced in
accordance with market terms and UNS is subject to a 28% non-deferred tax with
respect to the net income of any management services it provides.

                                        34
<PAGE>

     If the Qualifying Company were to cease to qualify for the shipping company
tax regime, it would be taxed on its accumulated untaxed profits and gains,
taking into account both value appreciations during the period it was under the
regime and any untaxed equity that may have been in the Qualifying Company upon
entry into the regime. The Qualifying Company would cease to qualify under the
regime if it sold all of its vessels and ownership interests in other shipowning
companies qualifying under the tax regime and the proceeds from such sale were
not reinvested in a shipowning company qualifying under the tax regime or a
replacement vessel, or an agreement to build a replacement vessel were not
entered into within a year from the sale. Furthermore, under certain conditions,
the Qualifying Company would also cease to qualify under the regime if one of
the shipowning companies in which the Qualifying Company holds an ownership
interest sold all of its vessels and the proceeds from such sale were not
reinvested in a replacement vessel or an agreement to build a replacement vessel
were not entered into within a year of the sale.

     To the extent untaxed profits are distributed from the Qualifying Company
to shareholders outside the regime, which would include dividends or other
distributions paid by the Qualifying Company to UNS, the Qualifying Company will
be taxed at a rate of 28% of the distributed amount as grossed-up for such
taxes. Further, dividends paid from UNS to a non-Norwegian shareholder will be
subject to a Norwegian withholding tax of 25%, unless a lower tax has been
agreed upon in an applicable tax treaty.

     We record deferred taxes under the Norwegian shipping tax regime on our
consolidated financial statements in accordance with accounting principles
generally accepted in the United States. See Note 6 to our September 30, 2001
unaudited consolidated financial statements included in our Report on Form 6-K
filed with the SEC on November 15, 2001, which report is incorporated into this
prospectus by reference.

                                        35
<PAGE>

                          DESCRIPTION OF CERTAIN DEBT

     The following is a summary of our primary debt. This summary is qualified
in its entirety by reference to the full text of the documents that govern the
transactions so summarized.

     As at September 30, 2001, we and our subsidiaries had obligations for
outstanding debt for borrowed money under existing credit agreements in the
aggregate principal amount of approximately $947 million, excluding $89 million
of joint venture debt guaranteed by certain of our subsidiaries. Of this $947
million, we were directly obligated for or guaranteed $636 million at September
30, 2001. Since that date, an internal restructuring of our ownership of one
joint venture vessel has resulted in $25 million of the $89 million joint
venture debt being guaranteed by Teekay. The following chart indicates, on a
consolidated basis, as of September 30, 2001, and after giving effect to the
offering of the outstanding notes and application of the estimated net proceeds
to prepay certain of our outstanding secured revolving debt, the aggregate
principal amount of debt due and payable in our upcoming fiscal years.

<Table>
<Caption>
FISCAL YEAR                                                      AMOUNT
- -----------                                                   ------------
<S>                                                           <C>
2001 (October 1 to December 31).............................  $ 20 million
2002........................................................  $ 51 million
2003........................................................  $ 63 million
2004........................................................  $ 85 million
2005........................................................  $107 million
2006........................................................  $126 million
2007........................................................  $ 80 million
2008........................................................  $ 24 million
2009........................................................  $ 41 million
2010........................................................  $  0 million
2011........................................................  $350 million
</Table>

     In January 1996, we issued $225 million of our 8.32% First Preferred Ship
Mortgage Notes in a public offering registered under the U.S. Securities Act of
1933. These notes currently are collateralized by first preferred mortgages
granted on seven of our Aframax tankers, together with other related collateral,
and are guaranteed by our subsidiaries that own the mortgaged vessels. Upon
these notes achieving investment grade status and subject to other conditions,
the guarantees of the notes will terminate, all of the collateral securing our
obligations and the guarantors under the related indenture and security
documents will be released and specified covenants under the indenture will no
longer be applicable to us. These notes are subject to a sinking fund, which
will retire $45 million principal amount of these notes on each February 1,
commencing February 1, 2004. These notes are listed for trading on the New York
Stock Exchange.

     In January 1998, we negotiated a reducing revolving credit facility with
nine commercial banks which, as of September 30, 2001, provided for borrowings
of up to $130 million in order to refinance certain debt and to provide working
capital. This facility is secured by first priority mortgages granted on eight
of our Aframax tankers, together with other related collateral, and a guarantee
from us for all amounts outstanding under the facility. Interest payments are
based on LIBOR plus a specified margin that depends on our capital structure as
calculated on a quarterly basis. At September 30, 2001, the margin was 0.50%.
The amount available under the facility reduces by $10 million semi-annually
with a final balloon reduction in January 2006.

     On June 22, 2001, we issued $250 million aggregate principal amount of
senior notes bearing interest at 8.875% per year and maturing on July 15, 2011.
On December 6, 2001, we issued an additional $100 million aggregate principal
amount of such notes, which are subject to exchange pursuant to this offering.
The terms and conditions of those notes are substantially identical to the terms
and conditions of the exchange notes being offered hereby as described in
"Description of Notes."

                                        36
<PAGE>

     Bona Shipholding Ltd. has a revolving credit facility with 15 commercial
banks which, as of September 30, 2001, provided for borrowings of up to $397
million. This facility is secured by first priority mortgages granted on 22 Bona
and Teekay vessels. In connection with the Bona acquisition, Teekay agreed to
guarantee all of Bona's obligations under this facility. The facility was
amended in September 2001. The facility is subject to a financial covenant that
requires Teekay to maintain a minimum level of free cash based on its
consolidated financial statements. As of September 30, 2001, Teekay was in
compliance with this covenant. Interest payments are based on LIBOR plus a
specified margin that depends on Teekay's capital structure as calculated on a
quarterly basis. At September 30, 2001, the margin was 0.75%. The amount
available under the facility reduces by approximately $19 million semi-annually
with a final balloon reduction in December 2008.

     At September 30, 2001, UNS had a number of single and multi-ship mortgage
loans totaling $311 million. Teekay currently does not guarantee any of the
obligations under these facilities. UNS term loans are collateralized by first
priority mortgages granted on the 14 vessels to which the loans relate
(including two newbuildings), together with certain other related collateral,
and guarantees from UNS. UNS credit facilities are subject to certain financial
covenants which include specified minimum levels of (1) free cash, (2) equity
(based on book value), (3) working capital, (4) value adjusted equity or total
value adjusted assets, (5) committed capital and a minimum earnings to interest
ratio. As of September 30, 2001, UNS was in compliance with all such covenants.

     The indenture relating to our 8.32% First Preferred Ship Mortgage Notes due
2008 and certain of the credit agreements governing our (and our subsidiaries')
credit facilities provide that our ability to pay dividends is subject to
limitations based upon our cumulative net income plus certain additional
amounts, including the proceeds received by us from any issuance of our capital
stock. In addition, credit agreements to which some of our subsidiaries are
parties, and guarantees executed by us in connection with them, contain various
covenants which restrict our operations and those of our subsidiaries. These
credit agreements and guarantees contain covenants that require those
subsidiaries or us, as the case may be, to conduct their or our operations,
including, for those subsidiaries, the operations of their respective vessels,
in accordance with certain standards set forth in the credit agreements or
guarantees. Certain credit agreements related to our secured debt contain "hull
covenants" that require the applicable subsidiaries to deliver additional
collateral to the lenders under the applicable credit agreement, or prepay a
certain amount of the debt, in the event that the value of the subject vessels
falls below a fixed percentage of the amount of the debt then outstanding under
the credit agreement. The minimum combined value of the subject vessels must
remain at levels ranging between 125% and 133% of the outstanding debt under our
revolving credit agreements. We believe that as of September 30, 2001 we were in
compliance with all of the covenants in effect at that time.

                                        37
<PAGE>

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     In connection with the sale of the outstanding notes, we entered into an
exchange and registration rights agreement with the initial purchaser of the
outstanding notes. In that agreement, we agreed to use our best efforts to file
and have declared effective within 180 days of the sale of the outstanding notes
this registration statement relating to an offer to exchange the exchange notes
for the outstanding notes. We also agreed to use our best efforts to complete
the exchange offer for the outstanding notes within 60 days after the effective
date of this registration statement. We are offering the exchange notes under
this prospectus in the exchange offer for the outstanding notes to satisfy our
obligations under the exchange and registration rights agreement. We refer to
our offer to exchange the exchange notes for the outstanding notes as the
"exchange offer."

RESALE OF EXCHANGE NOTES

     Based on interpretations of the SEC staff in no-action letters issued to
third parties, we believe that each exchange note issued in the exchange offer
may be offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery provisions of the
Securities Act of 1933 if, among other things:

     -  you are acquiring the exchange notes in the ordinary course of your
        business;

     -  you are not participating, do not intend to participate, and have no
        arrangement or understanding with any person to participate, in the
        distribution of the exchange notes; and

     -  you are not an affiliate of Teekay.

     If you tender your outstanding notes in the exchange offer with the
intention of participating in any manner in a distribution of the exchange notes
or you are an affiliate of Teekay, you:

     -  cannot rely on such interpretations by the SEC staff, and

     -  must comply with the registration and prospectus delivery requirements
        of the Securities Act in connection with a secondary resale transaction
        of the exchange notes and such secondary resale transaction must be
        covered by an effective registration statement under the Securities Act
        of 1933 containing the selling security holder's information required by
        Item 507 or Item 508, as applicable, of Regulation S-K under the
        Securities Act.

     This prospectus may be used for an offer to resell, resale or otherwise
transfer exchange notes only as specifically described in this prospectus. Only
those broker-dealers that acquired outstanding notes as a result of
market-making activities or other trading activities may participate in the
exchange offer. Each broker-dealer that receives exchange notes for its own
account in exchange for outstanding notes, where that broker-dealer acquired
such outstanding notes as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. Please read "Plan of Distribution" for
more details regarding the transfer of exchange notes.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any outstanding
notes properly tendered and not withdrawn prior to the expiration date of the
exchange offer. We will issue $1,000 principal amount of exchange notes in
exchange for each $1,000 principal amount of outstanding notes surrendered under
the exchange offer. Outstanding notes may be tendered only in integral multiples
of $1,000.

     The exchange offer is not conditioned upon any minimum aggregate principal
amount of outstanding notes being tendered for exchange.

                                        38
<PAGE>

     As of the date of this prospectus, $350 million principal amount of notes
is outstanding ($100 million of which is subject to exchange pursuant to the
exchange offer). This prospectus and the letter of transmittal are being sent to
all registered holders of outstanding notes. There will be no fixed record date
for determining registered holders of outstanding notes entitled to participate
in the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions
of the exchange and registration rights agreement, the applicable requirements
of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the
rules and regulations of the SEC. Outstanding notes that are not tendered for
exchange in the exchange offer:

     -  will remain outstanding,

     -  will continue to accrue interest, and

     -  will be entitled to the rights and benefits that holders have under the
        indenture relating to the outstanding notes and, under limited
        circumstances, the exchange and registration rights agreement.

     We will be deemed to have accepted for exchange properly tendered
outstanding notes when we have given oral or written notice of the acceptance to
the exchange agent and complied with the applicable provisions of the exchange
and registration rights agreement. The exchange agent will act as agent for the
tendering holders for the purposes of receiving the exchange notes from us.

     If you tender outstanding notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes. We will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the exchange offer. It is
important that you read "-- Fees and Expenses" for more details about fees and
expenses incurred in the exchange offer.

     We will return any outstanding notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

EXPIRATION DATE

     The exchange offer will expire at 5:00 p.m., New York City time, on
February      , 2002, unless in our sole discretion we extend it.

EXTENSIONS, DELAY IN ACCEPTANCE, TERMINATION OR AMENDMENT

     We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. We may delay
acceptance for exchange of any outstanding notes by giving oral or written
notice of the extension to their holders. During any such extensions, all
outstanding notes you have previously tendered will remain subject to the
exchange offer for that series, and we may accept them for exchange.

     To extend the exchange offer, we will notify the exchange agent orally or
in writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

     If any of the conditions described below under "-- Conditions to the
Exchange Offer" have not been satisfied with respect to the exchange offer, we
reserve the right, in our sole discretion:

     -  to delay accepting for exchange any outstanding notes,

     -  to extend the exchange offer, or

     -  to terminate the exchange offer.

                                        39
<PAGE>

     We will give oral or written notice of such delay, extension or termination
to the exchange agent. Subject to the terms of the exchange and registration
rights agreement, we also reserve the right to amend the terms of the exchange
offer in any manner.

     Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of outstanding notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose that amendment by means of a prospectus supplement. We will distribute
the supplement to the registered holders of the outstanding notes. Depending
upon the significance of the amendment and the manner of disclosure to the
registered holders, we will extend the exchange offer if the exchange offer
would otherwise expire during such period.

     Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.

CONDITIONS TO THE EXCHANGE OFFER

     Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any exchange notes for any outstanding notes,
and we may terminate the exchange offer as provided in this prospectus before
accepting any outstanding notes for exchange, if in our reasonable judgment:

     -  the exchange offer, or the making of any exchange by a holder of
        outstanding notes, would violate applicable law or any applicable
        interpretation of the staff of the SEC, or

     -  any action or proceeding has been instituted or threatened in any court
        or by or before any governmental agency with respect to the exchange
        offer that, in our judgment, would reasonably be expected to impair our
        ability to proceed with the exchange offer.

     In addition, we will not be obligated to accept for exchange the
outstanding notes of any holder that has not made to us:

     -  the representations described under "-- Your Representations to Us."

     -  such other representations as may be reasonably necessary under
        applicable SEC rules, regulations or interpretations to make available
        to us an appropriate form for registering the exchange notes under the
        Securities Act of 1933.

     We expressly reserve the right to amend or terminate the exchange offer,
and to reject for exchange any outstanding notes not previously accepted for
exchange in the exchange offer, upon the occurrence of any of the conditions to
the exchange offer specified above. We will give oral or written notice of any
extension, amendment, nonacceptance or termination to the holders of the
outstanding notes as promptly as practicable.

     These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole discretion.
Our failure at any time to exercise any of these rights will not mean that we
have waived our rights. Each right will be deemed an ongoing right that we may
assert at any time or at various times.

     In addition, we will not accept for exchange any outstanding notes
tendered, and will not issue exchange notes in exchange for any such outstanding
notes, if at such time any stop order has been threatened or is in effect with
respect to the registration statement of which this prospectus constitutes a
part or the qualification of the indenture relating to the notes under the Trust
Indenture Act of 1939.

                                        40
<PAGE>

EXCHANGE AGENT

     We have appointed The Bank of New York as exchange agent for the exchange
offer. Please direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you are
not tendering under DTC's automated tender offer program, you should send the
letter of transmittal and any other required documents to the exchange agent as
follows:

                         BY HAND DELIVERY TO 4:30 P.M.

                              The Bank of New York
                  c/o United States Trust Company of New York
                            30 Broad Street, B-Level
                            New York, NY 10004-2304

                        BY OVERNIGHT COURIER AND BY HAND
                  DELIVERY AFTER 4:30 P.M. ON EXPIRATION DATE

                              The Bank of New York
                  c/o United States Trust Company of New York
                          30 Broad Street, 14th Floor
                            New York, NY 10004-2304

                        BY REGISTERED OR CERTIFIED MAIL

                              The Bank of New York
                  c/o United States Trust Company of New York
                                  P.O. Box 84
                             Bowling Green Station
                            New York, NY 10274-0084

            BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):

                              The Bank of New York
                  c/o United States Trust Company of New York
                              FAX: (646) 458-8111

                             CONFIRM BY TELEPHONE:
                                 (800) 548-6565

PROCEDURES FOR TENDERING

     Only a holder of outstanding notes may tender such outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must either (1) comply
with the procedures for physical tender, described below, or (2) comply with the
automated tender offer program procedures of The Depository Trust Company, or
"DTC," described below.

     The tender by a holder that is not withdrawn prior to the expiration date
and our acceptance of that tender will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.

     THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION

                                        41
<PAGE>

AND RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT
SEND THE LETTER OF TRANSMITTAL OR OUTSTANDING NOTES TO US. YOU MAY REQUEST YOUR
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE
ABOVE TRANSACTIONS FOR YOU.

  HOW TO TENDER IF YOU ARE A BENEFICIAL OWNER

     If you beneficially own outstanding notes that are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee and you
wish to tender those notes, you should contact the registered holder as soon as
possible and instruct the registered holder to tender on your behalf. If you are
a beneficial owner and wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your
outstanding notes, either:

     -  make appropriate arrangements to register ownership of the outstanding
        notes in your name, or

     -  obtain a properly completed bond power from the registered holder of
        your outstanding notes.

     The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.

PROCEDURES FOR PHYSICAL TENDER

     To complete a physical tender, a holder must:

     -  complete, sign and date the letter of transmittal or a facsimile of the
        letter of transmittal,

     -  have the signature on the letter of transmittal guaranteed if the letter
        of transmittal so requires,

     -  mail or deliver or facsimile the letter of transmittal to the exchange
        agent prior to the expiration date, and

     -  deliver the outstanding notes to the exchange agent prior to the
        expiration date or comply with the guaranteed delivery procedures
        described below.

     To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "-- Exchange Agent" prior to the expiration date.

  SIGNATURES AND SIGNATURE GUARANTEES

     You must have signatures on a letter of transmittal or a notice of
withdrawal described below under "-- Withdrawal of Tenders" guaranteed by an
eligible institution unless the outstanding notes are tendered:

     -  by a registered holder who has not completed the box entitled "Special
        Issuance Instructions" or "Special Delivery Instructions" on the letter
        of transmittal, or

     -  for the account of an eligible institution.

     An eligible institution is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States, or an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, that is a member of one of
the recognized signature guarantee programs identified in the letter of
transmittal.

WHEN ENDORSEMENTS OR BOND POWERS ARE NEEDED

     If a person other than the registered holder of any outstanding notes signs
the letter of transmittal, the outstanding notes must be endorsed or accompanied
by a properly completed bond power. The

                                        42
<PAGE>

registered holder must sign the bond power as the registered holder's name
appears on the outstanding notes. An eligible institution must guarantee that
signature.

     If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact, or
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless we waive this
requirement, they also must submit evidence satisfactory to us of their
authority to deliver the letter of transmittal.

TENDERING THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM

     The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Accordingly, participants in the program may, instead of
physically completing and signing the letter of transmittal and delivering it to
the exchange agent, transmit their acceptance of the exchange offer
electronically. They may do so by causing DTC to transfer the outstanding notes
to the exchange agent in accordance with its procedures for transfer. DTC will
then send an agent's message to the exchange agent.

     An agent's message is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:

     -  DTC has received an express acknowledgment from a participant in DTC's
        automated tender offer program that is tendering outstanding notes that
        are the subject of such book-entry confirmation,

     -  the participant has received and agrees to be bound by the terms of the
        letter of transmittal or, in the case of an agent's message relating to
        guaranteed delivery, the participant has received and agrees to be bound
        by the applicable notice of guaranteed delivery, and

     -  we may enforce the agreement against such participant.

     To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, prior to the expiration date, a timely confirmation
of book-entry transfer of such outstanding notes into the exchange agent's
account at DTC according to the procedure for book-entry transfer described
below or a properly transmitted agent's message.

DETERMINATIONS UNDER THE EXCHANGE OFFER

     We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered outstanding notes and
withdrawal of tendered outstanding notes. Our determination will be final and
binding. We reserve the absolute right to reject any outstanding notes not
properly tendered or any outstanding notes our acceptance of which, in the
opinion of our counsel, might be unlawful. We also reserve the right to waive
any defects, irregularities or conditions of the exchange offer as to particular
outstanding notes. Our interpretation of the terms and conditions of the
exchange offer, including the instructions in the letter of transmittal, will be
final and binding on all parties.

     Unless waived, any defects or irregularities in connection with tenders of
outstanding notes must be cured within such time as we determine. Neither we,
the exchange agent nor any other person will be under any duty to give
notification of defects or irregularities with respect to tenders of outstanding
notes, nor will we or those persons incur any liability for failure to give such
notification. Tenders of outstanding notes will not be deemed made until such
defects or irregularities have been cured or waived. Any outstanding notes
received by the exchange agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned to
the tendering holder, unless otherwise provided in the letter of transmittal, as
soon as practicable following the expiration date.

                                        43
<PAGE>

WHEN WE WILL ISSUE EXCHANGE NOTES

     In all cases, we will issue exchange notes for outstanding notes that we
have accepted for exchange in the exchange offer only after the exchange agent
timely receives:

     -  outstanding notes or a timely book-entry confirmation of transfer of
        such outstanding notes into the exchange agent's account at DTC, and

     -  a properly completed and duly executed letter of transmittal and all
        other required documents or a properly transmitted agent's message.

RETURN OF OUTSTANDING NOTES NOT ACCEPTED OR EXCHANGED

     If we do not accept any tendered outstanding notes for exchange for any
reason described in the terms and conditions of the exchange offer or if
outstanding notes are submitted for a greater principal amount than the holder
desires to exchange, we will return the unaccepted or nonexchanged outstanding
notes without expense to their tendering holder. In the case of outstanding
notes tendered by book-entry transfer into the exchange agent's account at DTC
according to the procedures described below, such nonexchanged outstanding notes
will be credited to an account maintained with DTC. These actions will occur as
promptly as practicable after the expiration or termination of the exchange
offer.

YOUR REPRESENTATIONS TO US

     By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:

     -  any exchange notes you receive will be acquired in the ordinary course
        of your business,

     -  you have no arrangement or understanding with any person to participate
        in the distribution of the outstanding notes or the exchange notes
        within the meaning of the Securities Act of 1933,

     -  you are not our affiliate, as defined in Rule 405 under the Securities
        Act, or, if you are our affiliate, you will comply with the applicable
        registration and prospectus delivery requirements of the Securities Act,

     -  if you are not a broker-dealer, you are not engaged in and do not intend
        to engage in the distribution of the exchange notes, and

     -  if you are a broker-dealer that will receive exchange notes for your own
        account in exchange for outstanding notes that you acquired as a result
        of market-making activities or other trading activities, you will
        deliver a prospectus in connection with any resale of such exchange
        notes.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the outstanding notes at DTC for purposes of the exchange offer promptly
after the date of this prospectus. Any financial institution participating in
DTC's system may make book-entry delivery of outstanding notes by causing DTC to
transfer such outstanding notes into the exchange agent's account at DTC in
accordance with DTC's procedures for transfer. If you are unable to deliver
confirmation of the book-entry tender of your outstanding notes into the
exchange agent's account at DTC or all other documents required by the letter of
transmittal to the exchange agent on or prior to the expiration date, you must
tender your outstanding notes according to the guaranteed delivery procedures
described below.

GUARANTEED DELIVERY PROCEDURES

     If you wish to tender your outstanding notes but they are not immediately
available or if you cannot deliver your outstanding notes, the letter of
transmittal or any other required documents to the

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<PAGE>

exchange agent or comply with the applicable procedures under DTC's automated
tender offer program prior to the expiration date, you may tender if:

     -  the tender is made through a member firm of a registered national
        securities exchange or of the National Association of Securities
        Dealers, Inc., a commercial bank or trust company having an office or
        correspondent in the United States, or an eligible guarantor
        institution,

     -  prior to the expiration date, the exchange agent receives from such
        member firm of a registered national securities exchange or of the
        National Association of Securities Dealers, Inc., commercial bank or
        trust company having an office or correspondent in the United States, or
        eligible guarantor institution either a properly completed and duly
        executed notice of guaranteed delivery by facsimile transmission, mail
        or hand delivery or a properly transmitted agent's message and notice of
        guaranteed delivery:

        -  stating your name and address, the registered number(s) of your
           outstanding notes and the principal amount of outstanding notes
           tendered,

        -  stating that the tender is being made thereby,

        -  guaranteeing that, within three New York Stock Exchange trading days
           thereof or agent's message in lieu thereof, together with the
           outstanding notes or a book-entry confirmation, and any other
           documents required by the letter of transmittal will be deposited by
           the eligible guarantor institution with the exchange agent, and

     -  the exchange agent receives such properly completed and executed letter
        of transmittal or facsimile or agent's message, as well as all tendered
        outstanding notes in proper form for transfer or a book-entry
        confirmation, and all other documents required by the letter of
        transmittal, within three New York Stock Exchange trading days after the
        expiration date.

     Upon request to the exchange agent, the exchange agent will send a notice
of guaranteed delivery to you if you wish to tender your outstanding notes
according to the guaranteed delivery procedures described above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date.

     For a withdrawal to be effective:

     -  the exchange agent must receive a written notice of withdrawal at one of
        the addresses listed above under "-- Exchange Agent," or

     -  the withdrawing holder must comply with the appropriate procedures of
        DTC's automated tender offer program.

     Any notice of withdrawal must:

     -  specify the name of the person who tendered the outstanding notes to be
        withdrawn,

     -  identify the outstanding notes to be withdrawn, including the
        registration number and the principal amount of such outstanding notes,

     -  be signed by the person who tendered the outstanding notes in the same
        manner as the original signature on the letter of transmittal used to
        deposit those outstanding notes or be accompanied by documents of
        transfer sufficient to permit the trustee to register the transfer in
        the name of the person withdrawing the tender, and

     -  specify the name in which such outstanding notes are to be registered,
        if different from that of the person who tendered the outstanding notes.

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<PAGE>

     If outstanding notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn outstanding notes
and otherwise comply with the procedures of DTC.

     We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any outstanding notes so withdrawn not
to have been validly tendered for exchange for purposes of the exchange offer.

     Any outstanding notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder or, in the case of outstanding notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described above,
such outstanding notes will be credited to an account maintained with DTC for
the outstanding notes. This return or crediting will take place as soon as
practicable after withdrawal, rejection of tender or termination of the exchange
offer. You may retender properly withdrawn outstanding notes by following one of
the procedures described under "-- Procedures for Tendering" above at any time
on or prior to 5:00 p.m., New York City time, on the expiration date.

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
facsimile, email, telephone or in person by our officers and regular employees
and those of our affiliates.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of transmittal
and related documents to the beneficial owners of the outstanding notes and in
handling or forwarding tenders for exchange.

     We will pay the cash expenses to be incurred in connection with the
exchange offer. These expenses include:

     -  SEC registration fees for the exchange notes,

     -  fees and expenses of the exchange agent and trustee,

     -  accounting and legal fees,

     -  printing costs, and

     -  related fees and expenses.

TRANSFER TAXES

     If you tender your outstanding notes for exchange, you will not be required
to pay any transfer taxes. We will pay all transfer taxes, if any, applicable to
the exchange of outstanding notes in the exchange offer. The tendering holder
will, however, be required to pay any transfer taxes, whether imposed on the
registered holder or any other person, if:

     -  certificates representing exchange notes or outstanding notes for
        principal amounts not tendered or accepted for exchange are to be
        delivered to, or are to be issued in the name of, any person other than
        the registered holder of outstanding notes tendered,

     -  tendered outstanding notes are registered in the name of any person
        other than the person signing the letter of transmittal, or

     -  a transfer tax is imposed for any reason other than the exchange of
        exchange notes for outstanding notes in the exchange offer.

                                        46
<PAGE>

     If satisfactory evidence of payment of any transfer taxes payable by a
tendering holder is not submitted with the letter of transmittal, the amount of
such transfer taxes will be billed directly to that tendering holder. The
exchange agent will retain possession of exchange notes with a face amount equal
to the amount of the transfer taxes due until it receives payment of the taxes.

CONSEQUENCES OF FAILURE TO EXCHANGE

     If you do not exchange your outstanding notes for exchange notes in the
exchange offer, you will remain subject to the existing restrictions on transfer
of the outstanding notes. In general, you may not offer or sell the outstanding
notes unless either they are registered under the Securities Act of 1933 or the
offer or sale is exempt from or not subject to registration under the Securities
Act and applicable state securities laws. Except as required by the exchange and
registration rights agreement, we do not intend to register resales of the
outstanding notes under the Securities Act.

     The tender of outstanding notes in the exchange offer will reduce the
outstanding principal amount of the outstanding notes. Due to the corresponding
reduction in liquidity, this may have an adverse effect upon, and increase the
volatility of, the market price of any outstanding notes that you continue to
hold.

ACCOUNTING TREATMENT

     We will amortize (1) our expenses of the exchange offer and the offering of
the outstanding notes and (2) the premiums on original issue of the outstanding
notes over the term of the exchange notes under accounting principles generally
accepted in the United States.

OTHER

     Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action, if any, to take. In the future,
we may seek to acquire untendered outstanding notes in open market or privately
negotiated transactions, through subsequent exchange offers or otherwise. We
have no present plan to acquire any outstanding notes that are not tendered in
the exchange offer or to file a registration statement to permit resales of any
untendered outstanding notes, except as required by the exchange and
registration rights agreement.

                                        47
<PAGE>

                            DESCRIPTION OF THE NOTES

     In this section, "Teekay" or the "Company" means Teekay Shipping
Corporation and not any of its subsidiaries. The outstanding notes were issued,
and the exchange notes will be issued, by Teekay under a first supplemental
indenture dated as of December 6, 2001, to the indenture dated as of June 22,
2001 between Teekay and The Bank of New York Trust Company of Florida, N.A.
(formerly U.S. Trust Company of Texas, N.A.), as trustee (the indenture, as
supplemented, the "Indenture"). Such indenture dated as of June 22, 2001,
originally related to our outstanding $250 million aggregate principal amount of
8.875% senior notes due July 15, 2011. In this section, the outstanding notes
and the exchange notes are referred to collectively as the "additional notes,"
unless the context otherwise requires. The $250 million aggregate principal
amount of notes issued on June 22, 2001 and the additional notes are
collectively referred to as the "notes," unless the context otherwise requires.
The notes will be consolidated with and form a single series and shall have the
same terms as to status, redemption or otherwise as described herein. You may
obtain a copy of the Indenture from Teekay upon request. The Indenture has been
filed as an exhibit to the registration statement of which this prospectus is
part.

     The Indenture is subject to and governed by the U.S. Trust Indenture Act of
1939. The statements under this section of this prospectus are summaries of the
material terms and provisions of the Indenture and the notes. They do not
purport to be complete and are qualified in their entirety by reference to all
the provisions in the Indenture. Therefore, we urge you to read the Indenture
because it, and not this description, defines your rights as holders of the
additional notes. Definitions relating to certain capitalized terms are set
forth under "-- Certain Definitions" and throughout this description.
Capitalized terms that are used but not otherwise defined in this description
have the meanings ascribed to them in the Indenture.

     The notes will constitute a single series of debt securities under the
Indenture. If the exchange offer is consummated, any holders of outstanding
notes who do not exchange their outstanding notes for exchange notes will vote
together with all other holders of the notes for all relevant purposes under the
Indenture. Accordingly, in determining whether the required holders have given
any notice, consent or waiver or taken any other action permitted under the
Indenture, any outstanding notes that remain outstanding after the exchange
offer will be aggregated with the other notes, and the holders of the
outstanding notes and the other notes will vote together as a single series. All
references in this prospectus to specified percentages in aggregate principal
amount of the notes mean, at any time after the exchange offer is consummated,
the percentages in aggregate principal amount of the outstanding notes, the
exchange notes, and all other notes collectively then outstanding.

GENERAL

     The additional notes:

     -  are general unsecured obligations of Teekay,

     -  rank equally and ratably in right of payment with all existing and
        future unsecured senior debt of Teekay, including our outstanding $250
        million aggregate principal amount of 8.875% senior notes due July 15,
        2011,

     -  are senior in right of payment to all existing and future subordinated
        debt of Teekay,

     -  are effectively subordinated to all of Teekay's secured debt to the
        extent of the collateral securing such debt, and

     -  are effectively subordinated to all existing and future debt and other
        liabilities and commitments of Teekay's subsidiaries because Teekay is a
        holding company and the additional notes will not be guaranteed by any
        of its subsidiaries.

     The Indenture does not limit the ability of Teekay or its subsidiaries to
incur debt. At September 30, 2001, after giving effect to the issuance of the
outstanding notes and the application of the estimated

                                        48
<PAGE>

net proceeds to repay certain of our outstanding secured revolving debt, the
consolidated debt of Teekay and its subsidiaries would have been approximately
$949 million, of which $596 million would have been secured debt that
represented the obligations of, or was guaranteed by, certain of Teekay's
subsidiaries. In addition, the outstanding notes are, and the exchange notes
will be, effectively junior to $89 million of debt of joint ventures that are
50% owned by certain of Teekay's subsidiaries, which debt is guaranteed by such
subsidiaries. On October 1, 2001, we borrowed $50 million that was available
under our revolving secured credit facilities for general liquidity purposes,
which amount we repaid in December 2001.

PRINCIPAL, MATURITY AND INTEREST

     In this exchange offer, Teekay will issue up to $100 million aggregate
principal amount of exchange notes. The Indenture provides for the issuance of
other notes having identical terms and conditions to the notes. The additional
notes and the $250 million aggregate principal amount of notes issued on June
22, 2001, and any other notes subsequently issued under the Indenture would be
treated as a single class for all purposes under the Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.
Teekay will issue exchange notes in denominations of $1,000 and integral
multiples of $1,000. The exchange notes will mature on July 15, 2011.

     Interest on the additional notes will accrue at the rate of 8.875% per
annum and will be payable semi-annually in arrears on January 15 and July 15,
commencing on January 15, 2002. Teekay will make each interest payment to the
holders of record on the immediately preceding January 1 and July 1.

     Interest on the additional notes will accrue from June 22, 2001 or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

                              OPTIONAL REDEMPTION

     At Teekay's option, Teekay may redeem the notes in whole or in part at any
time before their maturity date at a redemption price equal to the greater of
(i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
on the notes to be redeemed (excluding the portion of any such interest accrued
to the redemption date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield (as defined below), plus 50 basis points, plus, in each case, accrued and
unpaid interest to the redemption date. For this purpose, the following terms
have the following meanings:

     "Treasury Yield" means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
notes.

     "Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not published
or does not contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the

                                        49
<PAGE>

highest and lowest such Reference Treasury Dealer Quotations for such redemption
date, or (B) if the trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

     "Independent Investment Banker" means Goldman, Sachs & Co. or its successor
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
one of the remaining Reference Treasury Dealers appointed by Teekay.

     "Reference Treasury Dealer" means (i) each of Goldman, Sachs & Co. and any
other primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer") designated by, and not affiliated with, Goldman, Sachs & Co.;
provided, however, that if Goldman, Sachs & Co. or any of its designees shall
cease to be a Primary Treasury Dealer, Teekay will appoint another Primary
Treasury Dealer as a substitute for such entity and (ii) any other Primary
Treasury Dealer selected by Teekay.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

     At least 30 days but not more than 60 days before the relevant redemption
date, Teekay will send notice of redemption to each holder of notes to be
redeemed. If less than all of the notes are to be redeemed, the trustee will
select, by such method as it will deem fair and appropriate, the notes to be
redeemed in whole or in part.

     Unless Teekay defaults in payment of the redemption price, no interest will
accrue on the notes called for redemption for the period from and after the
redemption date.

                  REDEMPTION FOR CHANGES IN WITHHOLDING TAXES

     The notes will be subject to redemption in whole, but not in part, at the
option of Teekay, at any time at 100% of the principal amount thereof, together
with accrued and unpaid interest thereon to the Redemption Date, and any other
amounts owed to the holders of the notes under the terms of the Indenture or the
notes, if (i) Teekay becomes obligated to pay, on the next date on which any
amount would be payable with respect to the notes, any Additional Amounts as a
result of any generally applicable change in the laws or regulations of a Taxing
Jurisdiction which becomes effective after the date of the original issuance of
any of such notes and (ii) Teekay cannot avoid its obligations to pay such
Additional Amounts by taking reasonable measures available to Teekay. However,
any such notice of redemption must be given within 60 calendar days of the
earliest date on which Teekay would be obligated to pay such Additional Amounts
if a payment in respect of the notes were then due. Prior to the giving of any
notice of redemption described in this paragraph, Teekay will deliver to the
trustee an officer's certificate stating that Teekay is entitled to redeem the
notes in accordance with the terms in the Indenture and stating the facts
relating to such redemption. See "-- Additional Amounts."

                              MANDATORY REDEMPTION

     Except as set forth below under "Covenants -- Repurchase of Notes upon a
Change of Control Triggering Event" Teekay is not required to make sinking fund
payments or mandatory redemption payments prior to maturity with respect to the
notes.

                                   COVENANTS

REPURCHASE OF NOTES UPON A CHANGE OF CONTROL TRIGGERING EVENT

     The Indenture provides that upon the occurrence of a Change of Control
Triggering Event, each holder of notes will have the right to require Teekay to
repurchase such holder's notes, in whole or in

                                        50
<PAGE>

part, in integral multiples of $1,000, at a purchase price in cash equal to 101%
of the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, in accordance with the procedures set forth in the Indenture.
A "Change of Control" also constitutes an event of default under several of
Teekay's other debt agreements. There can be no assurance that Teekay will have
sufficient funds to pay the purchase price referred to above at the time of the
Change of Control Triggering Event. The existence of a holder's right to require
Teekay to repurchase notes upon the occurrence of a Change of Control Triggering
Event may deter a third party from acquiring Teekay in a transaction which would
constitute a Change of Control.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     Teekay may not, in a single transaction or a series of related
transactions:

     (1)   consolidate with or merge with or into any other person or permit any
           other person to consolidate with or merge with or into Teekay, or

     (2)   directly or indirectly, transfer, sell, lease or otherwise dispose of
           all or substantially all of its assets, unless, in the case of
           clauses (1) or (2) of this covenant:

           (A)  in a transaction in which Teekay does not survive or in which
                Teekay sells, leases or otherwise disposes of all or
                substantially all of its assets, the successor entity to Teekay
                is organized under (i) the laws of the United States or any
                State thereof or the District of Columbia, (ii) the laws of the
                Republic of Liberia, (iii) the laws of the Commonwealth of the
                Bahamas, (iv) the laws of the Republic of the Marshall Islands
                or (v) the laws of any other country recognized by the United
                States of America and which, in the case of any of events under
                subclause (i), (ii), (iii), (iv) or (v) of this subclause A,
                shall expressly assume, by a supplemental Indenture executed and
                delivered to the trustee in form satisfactory to the trustee,
                all of the Company's obligations under the Indenture;

           (B)  immediately before and after giving effect to such transaction,
                no Default or Event of Default shall have occurred and be
                continuing; and

           (C)  certain other conditions are met.

LIMITATION ON LIENS

     Teekay may not create, incur, assume or suffer to exist any Lien on or with
respect to any property or assets now owned or hereafter acquired to secure any
present or future Relevant Debt of Teekay without making effective provision for
securing the notes:

     (1)   in the event such debt is pari passu with the notes, equally and
           ratably with such debt as to such property or assets for so long as
           such debt will be so secured, or

     (2)   in the event such debt is subordinate in right of payment to the
           notes, prior to such debt as to such property or assets for so long
           as such debt will be so secured.

     The term "Relevant Debt" shall be defined in the Indenture as meaning any
debt for borrowed money in the form of bonds, notes, debentures or other debt
securities issued by way of public offering or private placement, including any
guarantee or indemnity given in respect of debt of any third party for money
borrowed in the form of bonds, notes, debentures or other debt securities issued
by way of a public offering or private placement, but, for greater clarity,
shall not include loans (or collateral debt securities relating to such loans)
made by banks or other financial institutions, customers or strategic partners.

PAYMENTS FOR CONSENT

     Teekay may not, and may not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of notes for or as an inducement to
any consent, waiver or amendment of any of the terms or provisions of the
Indenture

                                        51
<PAGE>

or the notes unless such consideration is offered to be paid or is paid to all
holders of the notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

PROVISION OF FINANCIAL INFORMATION

     So long as any notes are outstanding, whether or not Teekay is subject to
Section 13(a) or 15(d) of the Exchange Act or any successor provision thereto,
Teekay shall file with the Securities and Exchange Commission ("SEC") within the
filing time periods specified by the SEC (the "Required Filing Date") copies of
the annual reports, quarterly reports and other documents which Teekay would
have been required to file pursuant to Section 13(a) or 15(d) of the Exchange
Act or any successor provision thereto. In addition, Teekay will:

     (1)   within 15 days of each Required Filing Date (A) transmit by mail to
           all holders, as their names and addresses appear in the security
           register of Teekay without cost to such holders, and (B) file with
           the trustee, copies of the annual reports, quarterly reports and
           other documents which Teekay files with the SEC pursuant to Section
           13(a) or 15(d) or any successor provision thereto or would have been
           required to file with the SEC pursuant to such Section 13(a) or 15(d)
           or any successor provisions thereto; and

     (2)   if filing such documents with the SEC is not permitted under the
           Exchange Act, promptly upon written request, Teekay will supply
           copies of such documents to any prospective holder.

                               ADDITIONAL AMOUNTS

     All payments made by Teekay under or with respect to the notes will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge (hereinafter "Taxes") imposed or levied by or on behalf of any Taxing
Jurisdiction, unless Teekay is required to withhold or deduct Taxes by law or by
the interpretation or administration thereof. If Teekay is so required to
withhold or deduct any amount of interest for or on account of Taxes from any
payment made under or with respect to the notes, Teekay will pay such additional
amounts of interest ("Additional Amounts") as may be necessary so that the net
amount received by each holder (including Additional Amounts) after such
withholding or deduction will not be less than the amount the holder would have
received if such Taxes had not been withheld or deducted; provided that Teekay
will not pay Additional Amounts in connection with any Taxes that are imposed
due to any of the following ("Excluded Additional Amounts"):

     (1)   the holder or beneficial owner has some connection with the Taxing
           Jurisdiction other than merely holding the notes or receiving
           principal or interest payments on the notes (such as citizenship,
           nationality, residence, domicile, or existence of a business, a
           permanent establishment, a dependent agent, a place of business or a
           place of management present or deemed present within the taxing
           jurisdiction);

     (2)   any tax imposed on or measured by net income;

     (3)   the holder or beneficial owner fails to comply with any
           certification, identification or other reporting requirements
           concerning its nationality, residence, identity or connection with
           the Taxing Jurisdiction, if (A) such compliance is required by
           applicable law, regulation, administrative practice or treaty as a
           precondition to exemption from all or a part of the tax duty
           assessment or other governmental charge, (B) the holder or beneficial
           owner is able to comply with such requirements without undue hardship
           and (C) at least 30 calendar days prior to the first payment date
           with respect to which such requirements under the applicable law,
           regulation, administrative practice or treaty shall apply. Teekay has
           notified such holder that such holder will be required to comply with
           such requirements;

                                        52
<PAGE>

     (4)   the holder fails to present (where presentation is required) its note
           within 30 calendar days after Teekay has made available to the holder
           a payment of principal or interest, provided that Teekay will pay
           Additional Amounts which a holder would have been entitled to had the
           note owned by such holder been present on any day (including the last
           day) within such 30-day period;

     (5)   any estate, inheritance, gift, value added, use or sales taxes or any
           similar taxes, assessments or other governmental charges;

     (6)   where any Additional Amounts are imposed on a payment on the notes to
           an individual and are required to be made pursuant to any European
           Union Directive on the taxation of savings implementing the
           conclusions of the Economic and Financial Council of Ministers of the
           member states of the European Union (ECOFIN) Council meeting of
           November 26-27, 2000, or any law implementing or complying with, or
           introduced in order to conform to, such Directive; or

     (7)   where the holder or beneficial owner could avoid any Additional
           Amounts by requesting that a payment on the notes be made by, or
           presenting the relevant notes for payment to, another paying agent
           located in a Member State of the European Union.

     Teekay will also (1) make such withholding or deduction and (2) remit the
full amount deducted or withheld to the relevant authority in accordance with
applicable law. Teekay will furnish to the holders of the notes, within 30 days
after the date the payment of any Taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by Teekay.

     Teekay will indemnify and hold harmless each holder for the amount (other
than Excluded Additional Amounts) of (1) any Taxes not withheld or deducted by
Teekay and levied or imposed by a Taxing Jurisdiction and paid by such holder as
a result of payments made under or with respect to the notes, (2) any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, and (3) any Taxes imposed by a Taxing Jurisdiction with respect to any
reimbursement under clause (1) or (2) of this paragraph.

     At least 30 days prior to each date on which any payment under or with
respect to the notes is due and payable, if Teekay is aware that it will be
obligated to pay Additional Amounts with respect to such payment, Teekay will
deliver to the trustee an officers' certificate stating the fact that such
Additional Amounts will be payable, the amounts so payable and such other
information necessary to enable the trustee to pay such Additional Amounts to
holders on the payment date. Whenever in the Indenture there is mentioned, in
any context, the payment of principal (and premium, if any), interest or any
other amount payable under or with respect to any note, such mention (except
where expressly mentioned) shall be deemed to include mention of the payment of
Additional Amounts provided for in this section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

     Teekay will pay any stamp, administrative, court, documentary, excise or
property taxes arising in a Taxing Jurisdiction in connection with the
Additional Amounts and will indemnify the holders of the notes for any such
taxes paid by the holders of the notes.

                               EVENTS OF DEFAULT

     The following events will be defined as "Events of Default" in the
Indenture:

     (1)   Teekay defaults in the payment of principal of (or premium, if any,
           on) any notes when the same becomes due and payable at maturity, upon
           acceleration, redemption or otherwise;

     (2)   Teekay defaults in the payment of interest on any notes when the same
           become due and payable, and such default continues for a period of 30
           days;

     (3)   Teekay defaults in the payment of principal and interest on notes
           required to be purchased upon the occurrence of a Change of Control
           Triggering Event when due and payable;

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<PAGE>

     (4)   Teekay defaults in the performance of or breaches any other covenant
           or agreement of Teekay in the Indenture or under the notes and such
           default or breach continues for a period of 30 consecutive days after
           the date on which written notice of such default or breach requiring
           Teekay to remedy the same, shall have been given to Teekay by the
           trustee, or to Teekay and the trustee by the holders of at least 25%
           in aggregate principal amount of the notes;

     (5)   there occurs with respect to any issue or issues of Debt of Teekay or
           any of its Subsidiaries having an outstanding aggregate principal
           amount of $10 million or more individually or $20 million or more in
           the aggregate for all such issues of all such Persons, whether such
           Debt now exists or shall hereafter be created, an event of default
           that has caused the holder thereof to declare such Debt to be due and
           payable prior to its Stated Maturity and such Debt has not been
           discharged in full or such acceleration has not been rescinded or
           annulled (by cure, waiver or otherwise) within 30 days of such
           acceleration; provided, however, that any secured Debt in excess of
           the limits set forth above shall be deemed to have been declared due
           and payable if the lender in respect thereof takes any action to
           enforce a security interest against, or an assignment of, or to
           collect on, seize, dispose of or apply any assets of Teekay or its
           Subsidiaries (including lock-box and other similar arrangements)
           securing such Debt, or to set off against any bank account of Teekay
           or its Subsidiaries in excess of $10 million;

     (6)   any final judgment or order (not covered by insurance) for the
           payment of money in excess of $10 million individually or $20 million
           in the aggregate for all such final judgments or orders against all
           such Persons (treating any deductibles, self-insurance or retention
           as not so covered) shall be rendered against Teekay or any Subsidiary
           and shall not be paid or discharged, and there shall be any period of
           60 consecutive days following entry of the final judgment or order in
           excess of $10 million individually or that causes the aggregate
           amount for all such final judgments or orders outstanding and not
           paid or discharged against all such Persons to exceed $20 million
           during which a stay of enforcement of such final judgment or order,
           by reason of a pending appeal or otherwise, shall not be in effect;

     (7)   Teekay or any Subsidiary shall generally not pay its debts as such
           debts become due, or shall admit in writing its inability to pay its
           debts generally, or shall make a general assignment for the benefit
           of creditors; or any proceeding shall be instituted by or against
           Teekay or any Subsidiary seeking to adjudicate it a bankrupt or
           insolvent, or seeking liquidation, winding up, reorganization,
           arrangement, adjustment, protection, relief or composition of it or
           its debts under any law relating to bankruptcy, insolvency or
           reorganization or relief of debtors, or seeking the entry of an order
           for relief or the appointment of a receiver, trustee, custodian or
           other similar official for it or for any substantial part of its
           property and, in the case of any such proceeding instituted against
           it (but not instituted by it), either such proceeding shall remain
           undismissed or unstayed for a period of 60 days, or any of the
           actions sought in such proceeding (including, without limitation, the
           entry of an order for relief against, or the appointment of a
           receiver, trustee, custodian or other similar official for, it or for
           any substantial part of its property) shall occur; or Teekay or any
           Subsidiary shall take any corporate action to authorize any of the
           actions set forth above in this subsection (7); or

     (8)   Teekay and/or one or more Subsidiaries fails to make (A) at the final
           (but not any interim) fixed maturity of any issue of Debt a principal
           payment of $10 million or more or (B) at the final (but not any
           interim) fixed maturity of more than one issue of such Debt principal
           payments aggregating $20 million or more and, in the case of clause
           (A), such defaulted payment shall not have been made, waived or
           extended within 30 days of the payment default and, in the case of
           clause (B), all such defaulted payments shall not have been made,
           waived or extended within 30 days of the payment default that causes
           the amount described in clause (B) to exceed $20 million.

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<PAGE>

     If an Event of Default (other than an Event of Default specified in clause
(7) above) occurs and is continuing under the Indenture, the trustee or the
holders of at least 25% in aggregate principal amount of the notes then
outstanding, by written notice to Teekay (and to the trustee if such notice is
given by the holders (the "Acceleration Notice")), may, and the trustee at the
request of the holders shall, declare the entire unpaid principal of, premium,
if any, and accrued interest on the notes to be immediately due and payable.
Upon a declaration of acceleration, such principal of, premium, if any, and
accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (4)
or (8) above has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event triggering such Event
of Default pursuant to clause (4) or (8) shall be remedied or cured by Teekay
and/or the relevant Subsidiaries or waived by the holders of the relevant Debt
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (7) above occurs, all unpaid principal of,
premium, if any, and accrued interest on the notes then outstanding shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the trustee or any holder. The holders of at least a majority
in principal amount of the outstanding notes by written notice to Teekay and to
the trustee, may waive all past defaults and rescind and annul a declaration of
acceleration and its consequences if:

     (1)   Teekay has paid or deposited with the trustee a sum sufficient to pay
           (A) all sums paid or advanced by the trustee under the Indenture and
           the reasonable compensation, expenses, disbursements and advances of
           the trustee, its agents and counsel, (B) all overdue interest on all
           notes, (C) the principal of and premium, if any, on, any notes that
           have become due otherwise than by such declaration or occurrence of
           acceleration and interest thereon at the rate prescribed therefor by
           such notes, and (D) to the extent that payment of such interest is
           lawful, interest upon overdue interest at the rate prescribed
           therefor by such notes,

     (2)   all existing Events of Default, other than the non-payment of the
           principal of the notes that have become due solely by such
           declaration of acceleration, have been cured or waived, and

     (3)   the rescission would not conflict with any judgment or decree of a
           court of competent jurisdiction.

     For information as to the waiver of defaults, see "-- Modification and
Waiver."

     The holders of at least a majority in aggregate principal amount of the
outstanding notes may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee. However, the trustee may refuse to follow any
direction that conflicts with law or the Indenture or that may expose the
trustee to personal liability. A holder may not pursue any remedy with respect
to the Indenture or the notes unless:

     (1)   the holder gives to the trustee written notice of a continuing Event
           of Default;

     (2)   the holders of at least 25% in aggregate principal amount of
           outstanding notes make a written request to the trustee to pursue the
           remedy;

     (3)   such holder or holders offer to the trustee indemnity reasonably
           satisfactory to the trustee against any costs, liabilities or
           expenses to be incurred in compliance with such request;

     (4)   the trustee does not comply with the request within 60 days after
           receipt of the request and the offer of indemnity; and

     (5)   during such 60-day period, the holders of a majority in aggregate
           principal amount of the outstanding notes do not give the trustee a
           direction that is inconsistent with the request.

     However, such limitations do not apply to the right of any holder of a note
to receive payment of the principal of, premium, if any, or interest on, such
note or to bring suit for the enforcement of any such payment on or after the
due dates expressed in the notes, which right shall not be impaired or affected
without the consent of the holder.

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<PAGE>

     The Indenture requires certain officers of Teekay to certify, on or before
a date not more than 120 days after the end of each fiscal year, that a review
has been conducted of the activities of Teekay and its Subsidiaries and Teekay's
and its Subsidiaries' performance under the Indenture and that Teekay has
fulfilled all obligations thereunder, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default and the nature
and status thereof. Teekay is also obligated to notify the trustee of any
default or defaults in the performance of any covenants or agreements under the
Indenture.

                                   DEFEASANCE

DEFEASANCE AND DISCHARGE

     The Indenture provides that Teekay will be deemed to have paid and will be
discharged from any and all obligations in respect of the notes and the
provisions of the Indenture will no longer be in effect with respect to the
notes (except for, among other matters, certain obligations to register the
transfer or exchange of the notes, to replace stolen, lost or mutilated notes,
to maintain paying agencies and to hold monies for payment in trust), on the
123rd day after the date referred to below if, among other things:

     (1)   Teekay has deposited with the trustee, in trust, money and/or U.S.
           Government Securities that, through the payment of interest and
           principal in respect thereof in accordance with their terms, will
           provide money in an amount sufficient to pay the principal of,
           premium, if any, and accrued interest on the notes on the Stated
           Maturity of such payments in accordance with the terms of the
           Indentures and the notes;

     (2)   Teekay has delivered to the trustee (A) either (i) an Opinion of
           Counsel to the effect that holders will not recognize income, gain or
           loss for federal income tax purposes as a result of Teekay's exercise
           of its option under this "Defeasance" provision and will be subject
           to federal income tax on the same amount and in the same manner and
           at the same times as would have been the case if such deposit,
           defeasance and discharge had not occurred, which Opinion of Counsel
           must be based upon (and accompanied by copy of) a ruling of the
           Internal Revenue Service to the same effect or based upon a change in
           applicable federal income tax law after the date of the Indenture or
           (ii) a ruling directed to the trustee received from the Internal
           Revenue Service to the same effect as the aforementioned Opinion of
           Counsel and (B) an Opinion of Counsel to the effect that the creation
           of the defeasance trust does not violate the Investment Company Act
           of 1940, as amended, and, after the passage of 123 days following the
           deposit, the trust fund will not be subject to the effect of Section
           547 of the United States Bankruptcy Code or Section 15 of the New
           York Debtor and Creditor Law;

     (3)   immediately after giving effect to such deposit on a pro forma basis,
           no Event of Default, or event that after the giving of notice or
           lapse of time or both would become an Event of Default, shall have
           occurred and be continuing on the date of such deposit or during the
           period ending on the 123rd day after the date of such deposit, and
           such deposit shall not result in a breach or violation of, or
           constitute a default under, any other agreement or instrument to
           which Teekay is a party or by which Teekay is bound; and

     (4)   if at such time the notes are listed on a national securities
           exchange, Teekay has delivered to the trustee an Opinion of Counsel
           to the effect that the notes will not be delisted as a result of such
           deposit, defeasance and discharge.

DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT

     The Indenture provides that certain provisions of the Indenture will no
longer be in effect upon, among other things, the deposit with the trustee, in
trust, of money and/or U.S. Government Obligations that through the payment of
interest and principal in respect thereof in accordance with their terms will

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<PAGE>

provide money in an amount sufficient to pay the principal of, premium, if any,
and accrued interest on the notes on the Stated Maturity of such payments in
accordance with the terms of the Indenture and the notes, the satisfaction of
the provisions described in clauses (2)(B), (3) and (4) of the preceding
paragraph and the delivery by Teekay to the trustee of an Opinion of Counsel to
the effect that, among other things, the holders will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit and
defeasance of certain covenants and Events of Default and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred.

DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT

     In the event Teekay exercises its option to omit compliance with certain
covenants and provisions of the Indenture with respect to the notes as described
in the immediately preceding paragraph and the notes are declared due and
payable because of the occurrence of an Event of Default that remains
applicable, the amount of money and/or U.S. Government Obligations on deposit
with the trustee will be sufficient to pay amounts due on the notes at the time
of their Stated Maturity but may not be sufficient to pay amounts due on the
notes at the time of the acceleration resulting from such Event of Default.
However, Teekay will remain liable for such payments.

                            MODIFICATION AND WAIVER

     Modifications and amendments of the Indenture may be made by Teekay and the
trustee with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding notes; provided, however, that no such
modification or amendment may, without the consent of each holder affected
thereby:

     (1)   change the Stated Maturity of the principal of, or any installment of
           interest on, any note,

     (2)   reduce the principal amount of, or premium, if any, or interest on,
           any note,

     (3)   change the place or currency of payment of principal of, or premium,
           if any, or interest on, any note,

     (4)   impair the right to institute suit for the enforcement of any payment
           on or with respect to any note,

     (5)   reduce the percentage of aggregate principal amount of outstanding
           notes the consent of whose holders is necessary to modify or amend
           the Indenture,

     (6)   modify any provisions of the Indenture relating to the modification
           and amendment of the Indenture, except as otherwise specified in the
           Indenture, or

     (7)   reduce the percentage of aggregate principal amount of outstanding
           notes, the consent of whose holders is necessary for waiver of
           compliance with certain provisions of such Indenture or for waiver of
           certain defaults.

                    NO PERSONAL LIABILITY OF INCORPORATORS,
                 SHAREHOLDERS, OFFICERS, DIRECTORS OR EMPLOYEES

     The Indenture provides that no recourse for the payment of the principal
of, premium, if any, or interest on, any of the notes, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of Teekay in the Indenture, or in any of the
notes, or because of the creation of any Debt represented thereby, shall be had
against any incorporator, shareholder, officer, director, employee, Affiliate or
controlling person of Teekay or of any successor person thereof. Each holder, by
accepting such notes, waives and releases all such liability.

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<PAGE>

                                  THE TRUSTEE

     The trustee under the Indenture will be the registrar and paying agent with
regard to the notes. The Indenture provides that, except during the continuance
of an Event of Default, the trustee will perform only such duties as are
specifically set forth in the Indenture. During the existence of an Event of
Default, the trustee will exercise such rights and powers vested in it under the
Indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs.

                                 GOVERNING LAW

     The Indenture is governed by the laws of the State of New York.

                      CONSENT TO JURISDICTION AND SERVICE

     Teekay has irrevocably appointed Watson, Farley & Williams, New York, New
York, as its agent for service of process in any suit, action or proceeding with
respect to the Indenture or the notes brought in any federal or state court
located in New York City and has submitted to such jurisdiction.

                              CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
covenants and other provisions of the Indenture. Reference is made to the
Indenture for the full definition of all terms as well as any other capitalized
term used herein for which no definition is provided.

     "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For purposes of this definition, "control,"
as used with respect to any person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "Capital Stock" is defined to mean, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such person's capital stock or ownership
interests, whether outstanding prior to or issued after the date of the
Indenture, including, without limitation, all common stock and preferred stock.

     "Capitalized Lease" is defined to mean, as applied to any person, any lease
of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations of such person, as lessee, in conformity
with GAAP, is required to be capitalized on the balance sheet of such person;
and "Capitalized Lease Obligation" is defined to mean the rental obligations, as
aforesaid, under such lease.

     "Change of Control" is defined to mean such time as:

     (1)   a "person" or "group" (within the meaning of Sections 13(d) and
           14(d)(2) of the Exchange Act), other than any Permitted Holder,
           becomes the ultimate "beneficial owner" (as defined in Rule 13d-3
           under the Exchange Act and including by reason of any change in the
           ultimate "beneficial ownership" of the Capital Stock of Teekay) of
           more than 50% of the total voting power of the Voting Stock of Teekay
           (calculated on a fully diluted basis); or

     (2)   individuals who at the beginning of any period of two consecutive
           calendar years constituted the board of directors of Teekay (together
           with any new directors whose election by such board of directors or
           whose nomination for election was approved by a vote of at least

                                        58
<PAGE>

        two-thirds of the members of such board of directors then still in
        office who either were members of such board of directors at the
        beginning of such period or whose election or nomination for election
        was previously so approved) cease for any reason to constitute at least
        50% of the members of such board of directors then in office.

     "Change of Control Triggering Event" is defined to mean the occurrence of a
Change of Control and a Rating Decline.

     "Currency Agreement" is defined to mean any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect Teekay or any of its Subsidiaries against fluctuations in currency
values to or under which Teekay or any of its Subsidiaries is a party or a
beneficiary on the date of this Indenture or becomes a party or a beneficiary
thereafter.

     "Debt" is defined to mean, with respect to any person at any date of
determination (without duplication):

     (1)   all debt of such person for borrowed money,

     (2)   all obligations of such person evidenced by bonds, debentures, notes
           or other similar instruments,

     (3)   all obligations of such person in respect of letters of credit or
           other similar instruments (including reimbursement obligations with
           respect thereto),

     (4)   all obligations of such person to pay the deferred purchase price of
           property or services, which purchase price is due more than six
           months after the date of placing such property in service or taking
           delivery thereto or the completion of such services, except trade
           payables,

     (5)   all obligations of such person as lessee under Capitalized Leases,

     (6)   all Debt of persons other than such person secured by a Lien on any
           asset of such person, whether or not such Debt is assumed by such
           person; provided that the amount of such Debt shall be the lesser of
           (A) the fair market value of such asset at such date of determination
           and (B) the amount of such Debt,

     (7)   all Debt of persons other than such person guaranteed by such person
           to the extent such Debt is guaranteed by such person, and

     (8)   to the extent not otherwise included in this definition, obligations
           under Currency Agreements and Interest Rate Agreements.

     The amount of Debt of any person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, provided that the
amount outstanding at any time of any Debt issued with original issue discount
is the face amount of such Debt less the remaining unamortized portion of the
original issue discount of such Debt at such time as determined in conformity
with GAAP; and provided further that Debt shall not include any liability for
federal, state, local, foreign or other taxes.

     "Default" is defined to mean any event that is, or after notice or passage
of time or both would be, an Event of Default.

     "Event of Default" has the meaning set forth under "-- Events of Default."

     "GAAP" is defined to mean generally accepted accounting principles in the
United States of America as in effect as of the date of the Indenture,
including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in the Indenture shall be

                                        59
<PAGE>

computed in conformity with GAAP, except that calculations made for purposes of
determining compliance with the terms of the covenants and with other provisions
of the Indenture shall be made without giving effect to:

     (1)   except as otherwise provided, the amortization of any amounts
           required or permitted by Accounting Principles Board Opinion Nos. 16
           and 17; and

     (2)   any non-recurring charges associated with the adoption, after the
           date of the Indenture, of Financial Accounting Standard Nos. 106 and
           109.

     "Governing Board Members" means the individuals serving as members of the
protectorate or governing boards of (x) the Trusts or their respective trustees
or (y) if the individuals serving as members of the protectorate or governing
boards of the Trusts or their respective trustees immediately prior to any
restructuring or dissolution of the Trusts or any transfer of Capital Stock of
Teekay held directly or indirectly thereby represent at least a majority of the
members of the protectorate or governing board of the trust (or trustee thereof)
or other entity replacing the Trusts as a direct or indirect owner of all, or
substantially all, of the Capital Stock of Teekay held directly or indirectly by
the Trusts immediately prior to such restructuring, dissolution or transfer,
such replacement trust (or its trustee) or entity, together with any new members
whose election or appointment was approved by at least two-thirds of the members
of such boards or board.

     "Gradation" is defined to mean a gradation within a Rating Category or a
change to another Rating Category, which shall include:

     (1)   "+" and "-" in the case of S&P's current Rating Categories (e.g., a
           decline from BB+ to BB would constitute a decrease of one gradation),

     (2)   1 and 2 in the case of Moody's current Rating Categories (e.g., a
           decline from B1 to B2 would constitute a decrease of one gradation),
           or

     (3)   the equivalent in respect of successor Rating Categories of S&P or
           Moody's or Rating Categories used by Rating Agencies other than S&P
           and Moody's.

     "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement designed
to protect Teekay or any of its Subsidiaries against fluctuations in interest
rates to or under which Teekay or any of its Subsidiaries is a party or a
beneficiary on the date hereof or becomes a party or a beneficiary hereafter.

     "Investment Grade" is defined to mean:

     (1)   BBB- or above in the case of S&P (or its equivalent under any
           successor Rating Categories of S&P);

     (2)   Baa3 or above, in the case of Moody's (or its equivalent under any
           successor Rating Categories of Moody's); and

     (3)   the equivalent in respect of the Rating Categories of any Rating
           Agencies substituted for S&P or Moody's.

     "Lien" is defined to mean any mortgage, lien, pledge, security interest,
encumbrance or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof, any sale with recourse against the seller or any Affiliate of the
seller, or any agreement to give any security interest).

     "Moody's" is defined to mean Moody's Investors Service, Inc. and its
successors.

     "Permitted Holder" is defined to mean the Trusts, a majority of the
Governing Board Members (each in his or her capacity as a Governing Board
Member), or any holding company, more than 50% of

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<PAGE>

the total voting power of the Voting Stock of which is, at the time of any
transfer of Capital Stock of Teekay by the Trusts or any such other holding
company, "beneficially owned" by the Trusts or a majority of the Governing Board
Members (each in his or her capacity as a Governing Board Member).

     "Rating Agencies" is defined to mean:

     (1)   S&P and Moody's; or

     (2)   if S&P or Moody's or both of them are not making ratings of the notes
           publicly available, a nationally recognized U.S. rating agency or
           agencies, as the case may be, selected by Teekay, which will be
           substituted for S&P or Moody's or both, as the case may be.

     "Rating Category" is defined to mean:

     (1)   with respect to S&P, any of the following categories (any of which
           may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC, CC, C and D
           (or equivalent successor categories);

     (2)   with respect to Moody's, any of the following categories: Aaa, Aa, A,
           Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories);
           and

     (3)   the equivalent of any such categories of S&P or Moody's used by
           another Rating Agency, if applicable.

     "Rating Decline" is defined to mean that at any time within 90 days (which
period shall be extended so long as the rating of the notes is under publicly
announced consideration for possible downgrade by any Rating Agency) after the
date of public notice of a Change of Control, or of the intention of Teekay or
of any person to effect a Change of Control, the rating of the notes is
decreased by both Rating Agencies by one or more Gradations and the rating by
such Rating Agencies on the notes following such downgrade is below Investment
Grade.

     "Redemption Date," when used with respect to any note to be redeemed, is
defined to mean the date fixed for such redemption by or pursuant to the
Indenture.

     "S&P" is defined to mean Standard & Poor's Ratings Group, a division of
McGraw Hill Inc., a New York Corporation, and its successors.

     "Stated Maturity" is defined to mean (1) with respect to any debt security,
the date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (2) with
respect to any scheduled installment of principal or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

     "Subsidiary" is defined to mean, with respect to Teekay, any business
entity of which more than 50% of the outstanding Voting Stock is owned directly
or indirectly by Teekay and one or more other Subsidiaries of Teekay.

     "Taxing Jurisdiction" is defined to mean the Republic of the Marshall
Islands or any jurisdiction from or through which payment on the notes is made,
or any political subdivision thereof, or by any authority or agency therein or
thereof having power to tax.

     "Trusts" is defined to mean, collectively, the Cirrus Trust, a trust
organized under the laws of the Turks and Caicos Islands, and the JTK Trust, a
trust organized under the laws of the Bahamas, which as of December 31, 2001,
owned (indirectly through wholly owned subsidiaries) approximately 33.5% and
7.2% of the outstanding Common Stock of Teekay, respectively.

     "U.S. Government Securities" is defined to mean securities that are direct
obligations of the United States of America, direct obligations of the Federal
Home Loan Mortgage Corporation, direct obligations of the Federal National
Mortgage Association, securities which the timely payment of whose principal and
interest is unconditionally guaranteed by the full faith and credit of the
United States of

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<PAGE>

America, trust receipts or other evidence of indebtedness of a direct claim upon
the instrument described above and money market mutual funds that invest solely
in such securities.

     "Voting Stock" of any person as of any date means the Capital Stock of such
person that is at the time entitled to vote in the election of the board of
directors or similar governing body of such person.

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             FORM, DENOMINATION, BOOK-ENTRY PROCEDURES AND TRANSFER

     We will issue the exchange notes by one or more notes in registered, global
form (collectively, the "Restricted Global Notes"). The Restricted Global Notes
will be deposited on issuance with the trustee as custodian for DTC, in New
York, New York, and registered in the name of DTC or its nominee, in each case
for credit to an account of a direct or indirect participant in DTC as described
below.

     The Global Notes will be deposited on behalf of the acquirers of the
exchange notes for credit to the respective accounts of the acquirers or to such
other accounts as they may direct at DTC. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee of
DTC or to a successor of DTC or its nominee. Beneficial interests in the Global
Notes may not be exchanged for notes in certificated form except in the limited
circumstances described below. See "-- Exchange of Book-Entry Notes for
Certificated Notes."

DEPOSITARY PROCEDURES

     DTC has advised us that DTC is a limited-purpose trust company created to
hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodian relationship with a Participant, either directly or indirectly
(collectively, the "Indirect Participants"). Persons who are not Participants
may beneficially own securities held by or on behalf of DTC only through the
Participants or the Indirect Participants. The ownership interest and any
transfer of ownership interest of each actual purchaser of each security held by
or on behalf of DTC are recorded on the records of the Participants and Indirect
Participants.

     DTC has also advised us that, pursuant to procedures established by it,
ownership of interests in the Global Notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained by DTC (with
respect to the Participants) or records maintained by the Participants and the
Indirect Participants (with respect to other owners of beneficial interests in
the Global Notes).

     Except as described below, owners of interests in the Global Notes will not
have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
holders thereof under the indenture for any purpose.

     Payments in respect of the Global Notes registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, the trustee will treat
the persons in whose names the notes, including the Global Notes, are registered
as the owners thereof for the purpose of receiving such payments and for any and
all other purposes whatsoever. Consequently, neither the trustee nor any agent
thereof has or will have any responsibility or liability for:

     (1)   any aspect of DTC's records or any Participant's or Indirect
           Participant's records relating to or payments made on account of
           beneficial ownership interests in the Global Notes, or

     (2)   maintaining, supervising or reviewing any of DTC's records or any
           Participant's or Indirect Participant's records relating to the
           beneficial ownership interests in the Global Notes, or

     (3)   any other matter relating to the actions and practices of DTC or any
           of its Participants or Indirect Participants.

     DTC has advised us that its current practice, upon receipt of any payment
in respect of securities such as the notes, is to credit the accounts of the
relevant Participants with the payment on the payment date, in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the relevant security as shown on the records of DTC. Payments by
the Participants and the Indirect Participants to the beneficial owners of the
notes will be governed by standing instructions and

                                        63
<PAGE>

customary practices and will be the responsibility of the Participants or the
Indirect Participants and will not be the responsibility of DTC, the trustee or
us. Neither we nor the trustee will be liable for any delay by DTC or any of its
Participants identifying the beneficial owners of the notes, and we and the
trustee may conclusively rely on, and will be protected in relying on,
instructions from DTC or its nominee for all purposes.

     Except for trades involving only Euroclear and Clearstream participants,
interests in the Global Notes will trade in DTC's Same-Day Funds Settlement
System and secondary market trading activity in such interests will therefore
settle in immediately available funds, subject in all cases to the rules and
procedures of DTC and its Participants. Transfers between participants in
Euroclear and Clearstream will be effected in the ordinary way in accordance
with their respective rules and operating procedures.

     Subject to compliance with the transfer restrictions applicable to the
notes described in this section of this prospectus, cross-market transfers
between the Participants in DTC, on the one hand, and Euroclear or Clearstream
participants, on the other hand, will be effected through DTC in accordance with
DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its
respective depositary; however, such cross-market transactions will require
delivery of instructions to Euroclear or Clearstream, as the case may be, by the
counter party in such system in accordance with the rules and procedures and
within the established deadlines (Brussels time) of such system. Euroclear or
Clearstream, as the case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective depositary or take action
to effect final settlement on its behalf by delivering or receiving interests in
the relevant Global Notes in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Euroclear participants and Clearstream participants may deliver instructions
directly to the depositaries for Euroclear or Clearstream.

     Because of the time zone differences, the securities account of a Euroclear
or Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of an interest in a Global Note by
or through a Euroclear or Clearstream participant to a Participant in DTC will
be received with value on the settlement date of DTC but will be available in
the relevant Euroclear or Clearstream cash account only as of the business day
for Euroclear or Clearstream following DTC's settlement date.

     DTC has advised us that it will take any action permitted to be taken by a
holder of notes only at the direction of one or more Participants to whose
account with DTC interests in the Global Notes are credited and only in respect
to such portion of the principal amount of the notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the indenture, DTC reserves the right to exchange
the Global Notes for legended notes in certificated form and to distribute such
notes to its Participants.

     The information in this section of this prospectus concerning DTC,
Euroclear and Clearstream and their book-entry systems has been obtained from
sources that Teekay believes to be reliable, but Teekay takes no responsibility
for the accuracy thereof.

     Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interest in the Global Notes among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.

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<PAGE>

EXCHANGE OF BOOK-ENTRY NOTES FOR CERTIFICATED NOTES

     A beneficial interest in a Global Note may not be exchanged for a security
in certificated form unless:

     (1)   DTC:

           (A)  notifies Teekay that it is unwilling or unable to continue as
                depositary for such Global Notes, or

           (B)  has ceased to be a clearing agency registered under the
                Securities Exchange Act of 1934,

     and in either case Teekay thereupon fails to appoint a successor
     depositary,

     (2)   Teekay, at its option, notifies the trustee in writing that it elects
           to cause the issuance of the notes in certificated form, or

     (3)   there shall have occurred and be continuing an Event of Default with
           respect to the notes.

     In all cases, certificated notes delivered in exchange for any Global Note
or beneficial interests therein will be registered in the names, and issued in
any approved denominations, requested by or on behalf of the depositary (in
accordance with its customary procedures). Any such exchange will be effected
through the DTC Deposit/Withdraw at Custodian ("DWAC") system and an appropriate
adjustment will be made in the records of the applicable security registrar to
reflect a decrease in the principal amount of the relevant Global Note.

                                        65
<PAGE>

                              REGISTRATION RIGHTS

     We entered into an exchange and registration rights agreement with the
initial purchaser of the outstanding notes pursuant to which we agreed, for the
benefit of the holders of the outstanding notes, at our cost:

     (1)   to use our best efforts to file with the SEC within 60 days following
           the date of issuance of the outstanding notes a registration
           statement on the appropriate form relating to a registered exchange
           offer for the outstanding notes under the Securities Act of 1933.

     (2)   to use our best efforts to cause the exchange offer registration
           statement to be declared effective under the Securities Act within
           180 days following the issuance of the outstanding notes; and

     (3)   to use our best efforts to consummate the exchange offer within 60
           days after the exchange offer registration statement has been
           declared effective.

     Upon the exchange offer registration statement being declared effective, we
will offer the exchange notes in exchange for the surrender of the outstanding
notes. We will keep the exchange offer open for not less than 30 calendar days
(or longer if required by applicable law) after the date notice of the exchange
offer is mailed to the holders of the outstanding notes. For each outstanding
note surrendered to us pursuant to the exchange offer, the holder of such
outstanding note will receive an exchange note having a principal amount equal
to that of the surrendered note. The exchange notes will have terms identical in
all material aspects to the outstanding notes (except that the exchange notes
will not contain terms with respect to transfer restrictions).

     Under existing interpretations of the staff of the SEC contained in several
no-action letters to third parties, the exchange notes would in general be
freely tradable after the exchange offer without further registration under the
Securities Act of 1933. However, any purchaser of notes who is our affiliate (as
such term is defined in the indenture -- See "Description of the Notes --
Certain Definitions") or who intends to participate in the exchange offer for
the purpose of distributing the exchange notes:

     (1)   will not be able to rely on the interpretation of the staff of the
           SEC;

     (2)   will not be able to tender its notes in the exchange offer; and

     (3)   must comply with the registration and prospectus delivery
           requirements of the Securities Act in connection with any sale or
           transfer of the notes unless such sale or transfer is made pursuant
           to an exemption from such requirements.

     Each holder of the outstanding notes (other than certain specified holders)
who wishes to exchange outstanding notes for exchange notes in the exchange
offer will be required to represent that:

     (1)   any exchange notes that it will receive will be acquired in the
           ordinary course of its business,

     (2)   it has no arrangement or understanding with any person to participate
           in the distribution of the outstanding notes or the exchange notes,

     (3)   it is not our "affiliate," as defined in Rule 405 of the Securities
           Act of 1933, or, if it is our affiliate, it will comply with any
           applicable registration and prospectus delivery requirements of the
           Securities Act,

     (4)   if it is a broker-dealer, it is not engaged in and does not intend to
           engage in the distribution of the exchange notes, and

     (5)   if it is a broker-dealer (a "Participating Broker-Dealer") that will
           receive exchange notes for its own account in exchange for
           outstanding notes that it acquired as a result of market-making
           activities or other trading activities, it will deliver a prospectus
           meeting the requirements of the Securities Act of 1933 in connection
           with any resale of such exchange notes.

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<PAGE>

     The SEC has taken the position that Participating Broker-Dealers may
fulfill their prospectus delivery requirements with respect to the exchange
notes (other than a resale of an unsold allotment from the original sale of the
outstanding notes) with the prospectus contained in the exchange offer
registration statement. Under the exchange and registration rights agreement, we
are required to allow Participating Broker-Dealers and other persons, if any,
subject to similar prospectus delivery requirements to use the prospectus
contained in the exchange offer registration statement in connection with the
resale of such exchange notes.

     In the event that any changes in law or the applicable interpretations of
the staff of the SEC do not permit us to effect the exchange offer, or if for
any reason the exchange offer is not consummated within 240 days following the
date of issuance of the outstanding notes, or the exchange offer is not
available to any holder of the outstanding notes, we will, at our cost:

     -  as promptly as practicable, but no later than 30 days after the time
        such obligation arises, file a shelf registration statement covering
        resales of the outstanding notes;

     -  use our best efforts to cause the shelf registration statement to be
        declared effective under the Securities Act of 1933 within 120 days
        after such shelf registration statement is filed; and

     -  use our best efforts to keep effective the shelf registration statement
        until two years after its effective date or such shorter period that
        will terminate when all outstanding notes covered by the shelf
        registration statement have been sold pursuant to the shelf registration
        statement.

     We will, in the event of the filing of a shelf registration statement,
provide to each holder of the outstanding notes copies of the prospectus which
is a part of the shelf registration statement, notify each such holder when the
shelf registration statement for the outstanding notes has become effective and
take certain other actions as are required to generally permit unrestricted
resales of the outstanding notes. A holder of notes that sells such notes
pursuant to the shelf registration statement generally will be required to be
named as a selling securityholder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act of 1933 in connection with such sales and
will be bound by the provisions of the exchange and registration rights
agreement which are applicable to such holder (including certain indemnification
obligations). In addition, each holder of the outstanding notes will be required
to deliver information to be used in connection with the shelf registration
statement and to provide comments on the shelf registration statement within the
time periods set forth in the exchange and registration rights agreement in
order to have its notes included in the shelf registration statement and to
benefit from the provisions regarding liquidated damages set forth in the
following paragraph.

     In the event that:

     (1)   the exchange offer registration statement is not filed with the SEC
           on or prior to the 60th day following the date of issuance of the
           outstanding notes or the shelf registration statement is not filed
           with the SEC on or prior to the 30th day following the date an
           obligation to file arises;

     (2)   such exchange offer registration statement or shelf registration
           statement is not declared effective on or prior to the 180th day
           following the date of issuance of the outstanding notes or the 120th
           day after such shelf registration statement is filed, respectively;

     (3)   the exchange offer is not completed within 60 days after the initial
           effective date of the exchange registration statement; or

     (4)   the exchange offer registration statement or shelf registration
           statement is declared effective but thereafter ceases to be effective
           or usable (each such event referred to in clauses (1) through (4)
           above, a "Registration Default"),

then special interest, in addition to the interest set forth on the cover
hereof, shall accrue at a per annum rate of 0.5% for the first 90-day period
immediately following the occurrence of the first Registration

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<PAGE>

Default, and the per annum interest rate will increase by an additional 0.5% for
each subsequent 90-day period during which the Registration Default remains
uncured, up to a maximum additional interest rate of 1.5% per annum in excess of
the interest rate on the cover of this prospectus. Upon the cure of the
Registration Default, the special interest shall no longer accrue and the notes
will bear interest at the original rate, provided, however, that if, after any
such cure, a different Registration Default occurs, then special interest shall
again accrue in accordance with the foregoing provisions.

     The summary herein of certain provisions of the exchange and registration
rights agreement does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the exchange
and registration rights agreement, a copy of which is available upon request to
Teekay. The exchange and registration rights agreement has been filed as an
exhibit to the registration statement of which this prospectus is a part.

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<PAGE>

                               TAX CONSIDERATIONS

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following summary describes the material United States federal income
tax consequences relevant to the purchase, ownership, and disposition of the
exchange notes. Except where indicated, this summary deals only with notes held
as capital assets by purchasers of the notes at the initial issue price in the
offering thereof and does not purport to be a complete analysis of all the
potential tax considerations that may be relevant to such holders. The
discussion does not include special rules that might apply to certain holders
such as dealers in securities or currencies, financial institutions, investors
in pass-through entities, tax-exempt organizations or pension plans, life
insurance companies, persons holding notes as a part of a hedging or conversion
transaction or a straddle or United States holders whose "functional currency"
is not the U.S. dollar. In addition, the following discussion, as well as the
conclusions regarding certain issues of United States federal income tax law
that are reflected in that discussion, are based upon the provisions of the
United States Internal Revenue Code of 1986, as amended (the "Code"), and
related regulations, rulings and judicial decisions existing as of the date of
this prospectus, and upon the advice received by us from special U.S. tax
counsel. Changes in existing laws or regulations or their interpretation may
occur, which could be retroactive. Applicable authorities may be repealed,
revoked or modified so as to result in United States federal income tax
consequences different from those discussed below. Our and our special U.S. tax
counsel's views have no binding effect or official status of any kind, and no
assurance can be given that the conclusions discussed below would be sustained
by a court if challenged by the Internal Revenue Service.

     THE DISCUSSION BELOW IS A SUMMARY FOR GENERAL INFORMATION ONLY AND DOES NOT
ADDRESS ALL POTENTIAL TAX CONSIDERATIONS THAT DEPEND UPON CIRCUMSTANCES SPECIFIC
TO EACH INVESTOR. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF
NOTES SHOULD SATISFY THEMSELVES AS TO THE OVERALL TAX CONSEQUENCES OF THEIR
OWNERSHIP OF THE NOTES, INCLUDING STATE, LOCAL AND NON-UNITED STATES TAX
CONSEQUENCES THEREOF (WHICH ARE NOT REVIEWED IN THIS DISCUSSION) AND CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

     As used in this section of the prospectus, a "United States holder" of a
note means a holder that is an individual citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision, an estate the
income of which is subject to United States federal income taxation regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust, or a trust that was in existence on August 20, 1996, was
treated as a United States person on August 19, 1996 and elected to be treated
as a United States person at all times thereafter. A "Non-United States holder"
of a note is a holder that is not a United States holder.

THE EXCHANGE OFFER

     The exchange of an outstanding note for an exchange note in the exchange
offer will not constitute a significant modification of the outstanding note for
United States federal income tax purposes. Therefore, the exchange note received
will be treated as a continuation of the outstanding note in your hands. As a
result, there will be no United States federal income tax consequences to you
upon the exchange of an outstanding note for an exchange note in the exchange
offer and you will have the same adjusted tax basis and holding period in the
exchange note as you had in the outstanding note immediately before the
exchange.

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<PAGE>

UNITED STATES HOLDER

PAYMENTS OF INTEREST

     We expect that the interest (including Additional Amounts, if any) on the
notes will be "qualified stated interest." Qualified stated interest is
generally defined as stated interest that is unconditionally payable in cash or
other property (other than debt instruments of the issuer) or that will be
constructively received, at least annually or at a single fixed rate. We expect
that the notes will not be issued with "original issue discount" within the
meaning of Section 1273 of the Code and the Treasury Department Regulations
issued under that section and other related sections of the Code relating to
original issue discount. Thus, any payment of interest on a note will generally
be taxable to a United States holder as ordinary income at the time it is paid
or accrued in accordance with the United States holder's regular method of
accounting for tax purposes. Thus, to the extent that amounts are withheld and
Additional Amounts are paid on the notes, a United States holder will be
required to report income in an amount greater than cash received on the
payments.

     Interest income from the notes will constitute foreign source income for
United States federal income tax purposes and, with certain exemptions, will be
treated separately, together with other items of "passive income" or, in the
case of certain holders, "financial services income" for purposes of computing
the foreign tax credit allowable under the Code. A United States holder may be
eligible, subject to a number of limitations, for a foreign tax credit or
deduction against such United States holder's United States federal income tax
liability for taxes withheld on the notes.

AMORTIZABLE BOND PREMIUM

     A United States holder who purchases a note for an amount in excess of the
principal amount will be considered to have purchased the note at a "premium." A
United States holder may elect to amortize the premium over the remaining term
of the note on a constant yield method. The amount amortized in any year will be
treated as a reduction of the United States person's foreign source income from
the note. A United States holder who elects to amortize the premium on a note
must reduce its tax basis in the note by the amount of premium amortized in any
year. An election to amortize bond premium applies to all taxable instruments
then owned and thereafter acquired by the taxpayer and may be revoked only with
the consent of the Internal Revenue Service.

SALE, EXCHANGE AND RETIREMENT OF NOTES

     A United States holder's tax basis in a note generally will be the United
States holder's cost for the note. Upon the sale, exchange or retirement of a
note, a United States holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange or retirement (less any
accrued interest, which will be taxable as such) and the adjusted tax basis of
the note. In general, such gain or loss will be capital gain or loss and will be
long-term capital gain or loss if at the time of sale, exchange or retirement
the note has been held for more than one year. Under current law, net capital
gains of individuals are, under certain circumstances, taxed at lower rates than
items of ordinary income. The deductibility of capital losses is subject to
significant limitations. Capital gain or loss realized by a United States holder
generally will be treated as United States source income for United States
foreign tax credit limitation purposes.

     The exchange of the notes for registered notes pursuant to the exchange
offer will not constitute a material modification of the terms of the notes and
therefore will not constitute a taxable event for United States federal income
tax purposes. In that event, the exchange would have no United States federal
income tax consequences to a United States holder, so that the United States
holder's holding period and adjusted tax basis for a note would not be affected
and the United States holder would continue to take into account income in
respect of a note in the same manner as before the exchange.

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<PAGE>

BACKUP WITHHOLDING AND INFORMATION REPORTING

     In general, information reporting will apply to certain payments of
principal and interest on the notes and to the proceeds from the sale of a note
paid to United States holders other than certain exempt recipients.
Additionally, a 30.5% backup withholding tax currently will apply to such
payments if the United States holder fails to provide a correct taxpayer
identification number or certification of exempt status or fails to report in
full dividend and interest income or otherwise fails to comply with applicable
requirements of the backup withholding rules. The rate of backup withholding is
scheduled to be reduced over time to 28% in 2006.

     If the 30.5% backup withholding tax applies to a United States holder, the
United States holder may use the amounts withheld as a refund or credit against
the United States holder's United States federal income tax liability as long as
the United States holder provides certain information to the Internal Revenue
Service.

NON-UNITED STATES HOLDER

PAYMENTS OF INTEREST

     Payments of principal and interest on the notes will not be subject to
United States federal income tax, including United States withholding tax, if
paid to a non-United States holder, unless, in the case of interest, the
non-United States holder is: (1) a corporation that is an insurance company
carrying on a United States trade or business to which the interest is
attributable within the meaning of the Code; or (2) an individual or corporation
with an office or other fixed place of business in the United States to which
the interest is attributable, the interest either is derived in the active
conduct of a banking, financing or similar business within the United States or
is received by a corporation, the principal business of which is trading in
stock or securities for its own account, and certain other conditions exist.

SALE, EXCHANGE AND RETIREMENT OF NOTES

     Gain, realized on the sale, retirement or other disposition of notes by a
non-United States holder, generally will not be subject to United States federal
income tax, including withholding tax, unless the gain is effectively connected
with the conduct by such holder of a trade or business within the United States;
or in the case of an individual, the non-United States holder has been present
in the United States for 183 days or more during the taxable year of the sale or
retirement and certain other conditions are satisfied.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Information reporting and backup withholding generally will not apply to
payments of principal and interest on the notes made by a United States paying
agent to a non-United States holder of a note, provided that: (1) the beneficial
owner of such note certifies, under penalties of perjury, that it is not a
United States holder and provides its name and address; or (2) a securities
clearing organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business and holds the notes
certifies, under penalties of perjury, that such statement has been received
from the beneficial owner of such note by it or by a financial institution
between it and the beneficial owner and furnishes such paying agent with a copy
thereof. Additionally, such paying agent must not have actual knowledge that
such beneficial owner is a United States person.

     Proceeds received from the sale of a note by a non-United States holder to
or through the United States office of a broker generally are subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding.

     Generally, the certification requirements will be satisfied if an
individual or corporation provides the Withholding Agent, as defined below, with
a properly completed Internal Revenue Service Form W-8BEN, or appropriate
successor form. A "Withholding Agent" is the last United States payor

                                        71
<PAGE>

(or a non-United States payor who is a qualified intermediary, United States
branch of a foreign person, or withholding foreign partnership) in the chain of
payment prior to payment to a non-United States person (which is itself not a
Withholding Agent).

     If backup withholding tax applies to a non-United States holder, the holder
may use the amounts withheld as a refund or credit against the holder's United
States federal income tax liability as long as the non-United States holder
provides certain information to the Internal Revenue Service.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF ANY INVESTMENT IN THE NOTES, INCLUDING
THE APPLICATION OF UNITED STATES FEDERAL, STATE, LOCAL AND NON-UNITED STATES TAX
LAWS.

                                        72
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                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented, may be used by a broker-dealer
in connection with resales of exchange notes received in exchange for
outstanding notes only where such outstanding notes were acquired as a result of
market-making activities or other trading activities. We have agreed to make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale for a period of 180 days from the date on
which the exchange offer is consummated, or such shorter period as will
terminate when all outstanding notes acquired by broker-dealers for their own
accounts as a result of market-making activities or other trading activities
have been exchanged for exchange notes and such exchange notes have been resold
by such broker-dealers.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any exchange notes. Any broker-dealer that
resells exchange notes that were received by it for its own account pursuant to
the exchange offer and any broker or dealer that participates in a distribution
of such exchange notes may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933 and any profit on any such resale of exchange
notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933.

     We have agreed to pay all our expenses incident to the exchange offer,
including reasonable fees of not more than one counsel retained by the holders
of outstanding notes in connection with the filing of a shelf registration
statement, if required, but excluding commissions or concessions of any brokers
or dealers and the fees of any other advisors or experts retained by the holders
of outstanding notes, except as expressly set forth in the exchange and
registration rights agreement, and will indemnify the holders of outstanding
notes (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act of 1933.

                                        73
<PAGE>

                                 LEGAL MATTERS

     The validity of the exchange notes offered by this prospectus and certain
legal matters will be passed upon for us by Perkins Coie LLP, Portland, Oregon,
as to United States law, and certain other legal matters will be passed upon for
us by Watson, Farley & Williams, New York, New York, as to Marshall Islands law,
by Seward & Kissel, LLP, New York, New York, as to U.S. tax law, by Graham,
Thompson & Co., Nassau, the Bahamas, as to Bahamian law, by Appleby Spurling &
Kempe, Hamilton, Bermuda, as to Bermuda law, and by Bugge, Arentz-Hansen &
Rasmussen, Oslo, Norway, as to Norwegian law.

                              INDEPENDENT AUDITORS

     The consolidated financial statements and schedule of Teekay and its
subsidiaries appearing in Teekay's Annual Report (Form 20-F) filed with the SEC
on April 2, 2001, as at December 31, 2000 and 1999, and for the fiscal year
ended December 31, 2000, the nine months ended December 31, 1999 and the year
ended March 31, 1999, have been audited by Ernst & Young, independent chartered
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

     The consolidated financial statements of UNS and its subsidiaries as at
December 31, 2000 and 1999, and for the fiscal years ended December 31, 2000 and
1999, included in our Report on Form 6-K with respect to our acquisition of UNS,
filed with the SEC on June 7, 2001, which Report is incorporated by reference
herein, have been audited by Deloitte & Touche Statsautoriserte Revisorer AS,
independent public accountants, as stated in the report included therein.

                                        74
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                PAGE
                                                                ----
<S>                                                             <C>
TEEKAY SHIPPING CORPORATION UNAUDITED PRO FORMA
  CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:
Unaudited Pro Forma Consolidated Condensed Statement of
  Income for the nine months ended September 30, 2001.......     F-2
Unaudited Pro Forma Consolidated Condensed Statement of
  Income for the year ended December 31, 2000...............     F-3
Notes to Unaudited Pro Forma Consolidated Condensed
  Financial Statements......................................     F-4
</Table>

                                       F-1
<PAGE>

                          TEEKAY SHIPPING CORPORATION

         UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                         (IN THOUSANDS OF U.S. DOLLARS)

<Table>
<Caption>
                                                       UNS
                                                   (JANUARY 1 -    PRO FORMA             PRO FORMA
                                      TEEKAY (I)   MARCH 5/01)    ADJUSTMENTS   NOTES   CONSOLIDATED
                                      ----------   ------------   -----------   -----   ------------
<S>                                   <C>          <C>            <C>           <C>     <C>
NET VOYAGE REVENUES
Voyage revenues.....................   825,910        17,188                               843,098
Voyage expenses.....................   188,637           928                               189,565
                                       -------        ------        ------                --------
Net voyage revenues.................   637,273        16,260                               653,533
                                       -------        ------        ------                --------
OPERATING EXPENSES
Vessel operating expenses...........   113,404         4,371                               117,775
Time charter hire expense...........    51,477            --                                51,477
Depreciation and amortization.......    97,141         4,206                               101,347
Goodwill amortization...............     2,332            --         1,054       (5a)        3,386
General and administrative..........    35,572         1,207                                36,779
                                       -------        ------        ------                --------
                                       299,926         9,784         1,054                 310,764
                                       -------        ------        ------                --------
Income from vessel operations.......   337,347         6,476        (1,054)                342,769
                                       -------        ------        ------                --------
OTHER ITEMS
Interest expense....................   (50,944)       (3,717)       (3,147)      (5b)      (57,808)
Interest income.....................     7,867           197                                 8,064
Equity income.......................    16,292           481            94       (5c)       16,867
Other income (loss).................    (5,241)          455           211       (5d)       (4,575)
                                       -------        ------        ------                --------
                                       (32,026)       (2,584)       (2,842)                (37,452)
                                       -------        ------        ------                --------
NET INCOME..........................   305,321         3,892        (3,896)                305,317
                                       =======        ======        ======                ========
Pro forma Basic Earnings per Common
  Share.............................                                                         $7.69
Pro forma Diluted Earnings per
  Common Share......................                                                         $7.53
Weighted average number of shares
  outstanding (thousands)...........                                                        39,698
</Table>

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

(i) Includes results of UNS (64% interest) for the period March 6, 2001 to April
    26, 2001 and (100% interest) for the period April 27, 2001 to September 30,
    2001.

     The accompanying notes are an integral part of the unaudited pro forma
                  consolidated condensed financial statements
                                       F-2
<PAGE>

                          TEEKAY SHIPPING CORPORATION

         UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                         (IN THOUSANDS OF U.S. DOLLARS)

<Table>
<Caption>
                                                              PRO FORMA             PRO FORMA
                                         TEEKAY      UNS     ADJUSTMENTS   NOTES   CONSOLIDATED
                                         -------   -------   -----------   -----   ------------
<S>                                      <C>       <C>       <C>           <C>     <C>
NET VOYAGE REVENUES
Voyage revenues........................  893,226    69,081                            962,307
Voyage expenses........................  248,957        --                            248,957
                                         -------   -------     -------              ---------
Net voyage revenues....................  644,269    69,081                            713,350
                                         -------   -------     -------              ---------
OPERATING EXPENSES
Vessel operating expenses..............  125,415    20,660                            146,075
Time charter hire expense..............   53,547        --                             53,547
Depreciation and amortization..........  100,153    18,610                            118,763
Goodwill amortization..................       --        --       4,534      (5a)        4,534
General and administrative.............   37,479     5,966                             43,445
                                         -------   -------     -------              ---------
                                         316,594    45,236       4,534                366,364
                                         -------   -------     -------              ---------
Income from vessel operations..........  327,675    23,845      (4,534)               346,986
                                         -------   -------     -------              ---------
OTHER ITEMS
Interest expense.......................  (74,540)  (16,641)    (15,319)     (5b)     (106,500)
Interest income........................   13,021     2,069                             15,090
Equity income..........................    9,546     2,240                             11,786
Other income (loss)....................   (5,682)    3,874                             (1,808)
                                         -------   -------     -------              ---------
                                         (57,655)   (8,458)    (15,319)               (81,432)
                                         -------   -------     -------              ---------
NET INCOME.............................  270,020    15,387     (19,853)               265,554
                                         =======   =======     =======              =========
Pro forma Basic Earnings per Common
  Share................................                                             $    6.90
Pro forma Diluted Earnings per Common
  Share................................                                             $    6.75
Weighted average number of shares
  outstanding (thousands)..............                                                38,468
</Table>

     The accompanying notes are an integral part of the unaudited pro forma
                  consolidated condensed financial statements
                                       F-3
<PAGE>

                          TEEKAY SHIPPING CORPORATION

                          NOTES TO UNAUDITED PRO FORMA
                  CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

     The unaudited pro forma consolidated condensed financial statements (the
"Financial Statements") give effect to the acquisition (the "Acquisition") of
100% of the issued and outstanding shares of Ugland Nordic Shipping ASA ("UNS")
by Teekay Shipping Corporation ("Teekay"). The Financial Statements have been
prepared by management in accordance with accounting principles generally
accepted in the United States from the information derived from the audited
historical financial statements of Teekay and UNS for the year ended December
31, 2000, and the unaudited historical interim financial statements of Teekay
and UNS for the nine months ended September 30, 2001. In the opinion of
management, the Financial Statements include all adjustments necessary for fair
presentation.

     As of March 31, 2001, Teekay had purchased approximately 64% of the issued
and outstanding shares of UNS. On April 26, 2001, Teekay acquired the remaining
36% of the issued and outstanding shares of UNS. Accordingly, the Financial
Statements contained herein give effect to the acquisition of 100% of the issued
and outstanding shares of UNS.

     The unaudited pro forma consolidated condensed statements of income for the
nine months ended September 30, 2001 and the year ended December 31, 2000 give
effect to the Acquisition as though it had taken place on January 1, 2000.

     The Financial Statements are not necessarily indicative of what the results
of operations and financial position would have been, nor do they purport to
project Teekay's results of operations for any future periods. The Financial
Statements also do not include any expected benefits or cost savings arising
from the Acquisition. The Financial Statements should be read in conjunction
with the consolidated financial statements of Teekay and UNS referred to above.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies followed in preparing the Financial Statements are
those used by Teekay as set out in the consolidated financial statements
contained in Teekay's Annual Report on Form 20-F as at and for the year ended
December 31, 2000, and in Teekay's Quarterly Report on Form 6-K for the nine
months ended September 30, 2001.

3.  ACCOUNTING TREATMENT FOR THE ACQUISITION

     The Acquisition has been accounted for using the purchase method of
accounting. The results of operations of UNS are included from the assumed date
of acquisition. UNS' accounting policies have been adjusted to be consistent
with those of Teekay.

                                       F-4
<PAGE>
                          TEEKAY SHIPPING CORPORATION

                          NOTES TO UNAUDITED PRO FORMA
           CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

4.  PRO FORMA GENERAL ASSUMPTIONS AND PURCHASE PRICE ALLOCATION

GENERAL ASSUMPTIONS

     Teekay purchased all of the issued and outstanding shares of Ugland Nordic
Shipping ASA ("UNS Shares") at an average price per share of Norwegian Kroner
136 in cash or U.S. $15.26 per share. The Financial Statements reflect the
following:

     -  100% of outstanding UNS Shares were exchanged for cash;

     -  total purchase consideration (in millions of U.S. dollars):

<Table>
       <S>                                                             <C>
       Cash paid...................................................    $216.3
       Estimated transaction and integration costs included in
         accounts payable and accrued liabilities..................       7.0
                                                                       ------
                                                                       $223.3
                                                                       ======
</Table>

PURCHASE PRICE ALLOCATION

     The excess of the purchase price over the fair market value of the net
assets of UNS has been allocated to goodwill. The purchase price includes an
accrual of $7.0 million for estimated transaction and integration costs.

     The following table describes the allocation of the purchase price as at
September 30, 2001 (in millions of U.S. dollars):

<Table>
<Caption>
                                                                    TOTAL
                                                                    ------
    <S>                                                             <C>
    Net assets acquired.........................................    $132.6
    Goodwill....................................................      90.7
                                                                    ------
                                                                    $223.3
                                                                    ======
</Table>

5.  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME

     The unaudited pro forma consolidated condensed statements of income
incorporate the following adjustments:

     (a)   Goodwill amortization related to the Acquisition of UNS is calculated
           on a straight-line basis over a 20 year period. As a result, goodwill
           amortization increased by $1.1 million for the nine months ended
           September 30, 2001 and by $4.5 million for the year ended December
           31, 2000.

     (b)   Interest expense at 6.2% and 7.1% (the average historical cost of
           debt on outstanding debt for the period from January 1, 2001 to April
           26, 2001 and the year ended December 31, 2000, respectively) has been
           increased by $3.1 million for the nine months ended September 30,
           2001 and by $15.3 million for the year ended December 31, 2000 to
           reflect the additional interest expense that would have been incurred
           had the Acquisition occurred on January 1, 2000.

     (c)   Teekay's equity income for the nine months ended September 30, 2001
           has been adjusted to reverse the equity loss earned from the 9%
           ownership in UNS for the period from January 1, 2001 to March 5, 2001
           so that the results for the nine months ended September 30, 2001 give
           effect to the Acquisition as if it had it taken place on January 1,
           2000.

                                       F-5
<PAGE>
                          TEEKAY SHIPPING CORPORATION

                          NOTES TO UNAUDITED PRO FORMA
           CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     (d)   Teekay's other income (loss) for the nine months ended September 30,
           2001 has been adjusted to reverse the minority interest portion of
           UNS' results for the period from March 6, 2001 to April 26, 2001 so
           that the results for the nine months ended September 30, 2001 give
           effect to the Acquisition as if it had it taken place on January 1,
           2000.

6.  UNAUDITED PRO FORMA CONSOLIDATED EARNINGS PER SHARE

     The unaudited pro forma consolidated earnings per share have been
calculated based upon the weighted average number of Teekay shares outstanding
during the periods presented.

                                       F-6
<PAGE>

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

     NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER ONLY TO SELL THE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND
IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

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

                               TABLE OF CONTENTS

<Table>
<Caption>
                                        PAGE
                                        ----
<S>                                     <C>
Where You Can Find More Information...    i
Special Note Regarding Forward-Looking
  Statements..........................   ii
Service of Process and Enforcement of
  Liabilities.........................  iii
Prospectus Summary....................    1
Risk Factors..........................   15
Use of Proceeds.......................   24
Capitalization........................   25
Environmental Regulation..............   26
Taxation of Teekay....................   31
Description of Certain Debt...........   36
The Exchange Offer....................   38
Description of the Notes..............   48
Form, Denomination, Book-Entry
  Procedures and Transfer.............   63
Registration Rights...................   66
Tax Considerations....................   69
Plan of Distribution..................   73
Legal Matters.........................   74
Independent Auditors..................   74
Index to Financial Statements.........  F-1
</Table>

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



                                  $100,000,000



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

                                  TEEKAY LOGO
                         ------------------------------



                          TEEKAY SHIPPING CORPORATION



                            OFFER TO EXCHANGE 8.875%
                        SENIOR NOTES DUE JULY 15, 2011,
                          FOR 8.875% SENIOR NOTES DUE
                           JULY 15, 2011, WHICH HAVE
                           BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933



                          ---------------------------
                                   PROSPECTUS
                          ---------------------------



                              JANUARY      , 2002
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Teekay Shipping Corporation ("Teekay") is a Marshall Islands corporation.
The Marshall Islands Business Corporations Act ("MIBCA") provides that a
Marshall Islands corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe his conduct was unlawful.

     A Marshall Islands corporation also has the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him or in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

     To the extent that a director or officer of a Marshall Islands corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding paragraph, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid in advance of the final disposition of such action, suit
or proceeding as authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in the MIBCA.

     In addition, a Marshall Islands corporation has the power to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer against any liability asserted against him and incurred by
him in such capacity whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the MIBCA.

     Section F of Teekay's Articles of Incorporation, as amended, provides that
to the fullest extent permitted under the MIBCA, a director of Teekay shall not
be liable to Teekay or its shareholders for

                                       II-1
<PAGE>

monetary damages for breach of fiduciary duty as a director. Section 10.00 of
Teekay's Bylaws provides that any person who is made party to a proceeding by
virtue of being an officer or director of Teekay or, being or having been such a
director or officer or an employee of Teekay, serving at the request of Teekay
as a director, officer, employee or agent of another corporation or other
enterprise, shall be indemnified and held harmless to the fullest extent
permitted by the MIBCA against any and all expense, liability, loss (including
attorneys' fees, judgments, fines or penalties and amounts paid in settlement)
actually incurred or suffered by such person in connection with the proceeding.

     In addition, Teekay has entered into separate Indemnification Agreements
with each of Teekay officers and directors listed in the Registration Statement
which provide for indemnification of the director or officer against all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative except to the extent that such person is otherwise indemnified,
such action, suit or proceeding arose out of such person's intentional
misconduct, knowing violation of law or out of a transaction in which such
director or officer is finally judicially determined to have derived an improper
personal benefit or if it shall be determined by a final judgment or other final
adjudication that such indemnification was not lawful.

                                       II-2
<PAGE>

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     The following exhibits are filed as part of this Registration Statement:

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
    3.1       Amended and Restated Articles of Incorporation of Teekay
              Shipping Corporation.(1)
    3.2       Articles of Amendment of Articles of Incorporation of Teekay
              Shipping Corporation.(1)
    3.3       Amended and Restated Bylaws of Teekay Shipping
              Corporation.(1)
    4.1       Registration Rights Agreement among Teekay Shipping
              Corporation, Tradewinds Trust Co. Ltd., as Trustee for the
              Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee
              for the JTK Trust.(2)
    4.2       Specimen of Teekay Shipping Corporation Common Stock
              Certificate.(2)
    4.3       Indenture dated January 29, 1996 among Teekay Shipping
              Corporation, VSSI Oceans Inc., VSSI Atlantic Inc., VSSI
              Appian Inc., Senang Spirit Inc., Exuma Spirit Inc., Nassau
              Spirit Inc., Andros Spirit Inc. and United States Trust
              Company of New York, as Trustee.(3)
    4.4       Specimen of Teekay Shipping Corporation's 8.32% First
              Preferred Ship Mortgage Notes Due 2008.(3)
    4.5       Bahamian Statutory Ship Mortgage dated January 29, 1996 by
              Nassau Spirit Inc. to United States Trust Company of New
              York.(3)(4)
    4.6       Deed of Covenants dated January 29, 1996 by Nassau Spirit
              Inc. to United States Trust Company of New York.(3)(4)
    4.7       First Preferred Ship Mortgage dated January 29, 1996 by VSSI
              Oceans Inc. to United States Trust Company of New York, as
              Trustee.(5)
    4.8       Assignment of Time Charter dated January 29, 1996 by Nassau
              Spirit Inc. to United States Trust Company of New York, as
              Trustee.(3)(4)
    4.9       Assignment of Insurance dated January 29, 1996 by Nassau
              Spirit Inc. to United States Trust Company of New York, as
              Trustee.(3)(4)
    4.10      Pledge Agreement and Irrevocable Proxy dated January 29,
              1996 by Teekay Shipping Corporation in favor of United
              States Trust Company of New York, as Trustee.(3)
    4.11      Guarantee dated January 29, 1996 by Nassau Spirit Inc. in
              favor of United States Trust Company of New York, as
              Trustee.(3)(4)
    4.12      Assignment of Freights and Hires dated January 29, 1996 by
              Nassau Spirit Inc. to United States Trust Company of New
              York, as Trustee.(3)(4)
    4.13      Cash Collateral Account Agreement dated January 29, 1996
              between Nassau Spirit Inc. and United States Trust Company
              of New York, as Trustee.(3)(4)
    4.14      Investment Account Agreement dated January 29, 1996 between
              Teekay Shipping Corporation and United States Trust Company
              of New York, as Trustee.(3)
    4.15      Indenture dated June 22, 2001 among Teekay Shipping
              Corporation and U.S. Trust Company of Texas, N.A.(14)
    4.16      First Supplemental Indenture dated as of December 6, 2001,
              among Teekay Shipping Corporation and The Bank of New York
              Trust Company of Florida, N.A. (formerly U.S. Trust Company
              of Texas, N.A.).
    4.17      Exchange and Registration Rights Agreement dated June 22,
              2001 among Teekay Shipping Corporation and Goldman, Sachs &
              Co., Morgan Stanley & Co. Incorporated, Salomon Smith Barney
              Inc., Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities
              Inc., Fleet Securities, Inc. and Scotia Capital (USA)
              Inc.(14)
    4.18      Exchange and Registration Rights Agreement dated December 6,
              2001 between Teekay Shipping Corporation and Goldman, Sachs
              & Co.
</Table>

                                       II-3
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
    4.19      Specimen of Teekay Shipping Corporation's 8.875% Senior
              Notes due 2011.(14)
    5.1       Opinion of Perkins Coie LLP, special counsel to the
              registrant, as to the legality under U.S. law of the notes
              being offered by Teekay Shipping Corporation.
    8.1       Opinion of Perkins Coie LLP, regarding certain U.S. tax
              matters (contained in opinion filed as Exhibit 5.1).
    8.2       Opinion of Seward and Kissel, LLP, regarding certain U.S.
              tax matters.
    8.3       Opinion of Watson, Farley & Williams, regarding Marshall
              Islands tax matters.
    8.4       Opinion of Graham, Thompson & Co., regarding Bahamian tax
              matters.
    8.5       Opinion of Appleby Spurling & Kempe, regarding Bermuda tax
              matters.
    8.6       Opinion of Bugge, Arentz-Hansen & Rasmussen, regarding
              Norwegian tax matters.
   10.1       1995 Stock Option Plan.(2)
   10.2       Amendment to 1995 Stock Option Plan.(6)
   10.3       Amended 1995 Stock Option Plan.(7)
   10.4       Form of Indemnification Agreement between Teekay Shipping
              Corporation and each of its officers and directors.(2)
   10.5       Charter Party, as amended, dated September 21, 1989 between
              Palm Shipping Inc. and BP Shipping Limited.(8)
   10.6       Time Charter, as amended, dated July 3, 1995 between VSSI
              Oceans Inc. and Palm Shipping Inc.(5)
   10.7       Time Charter, as amended, dated January 4, 1994 between VSSI
              Atlantic Inc. and Palm Shipping Inc.(5)
   10.8       Time Charter, as amended, dated February 1, 1992 between
              VSSI Appian Inc. and Palm Shipping Inc.(5)
   10.9       Time Charter, as amended, dated December 1, 1993 between
              Senang Spirit Inc. and Palm Shipping Inc.(5)
   10.10      Time Charter, as amended, dated August 1, 1992 between Exuma
              Spirit Inc. and Palm Shipping Inc.(5)
   10.11      Time Charter, as amended, dated May 1, 1992 between Nassau
              Spirit Inc. and Palm Shipping Inc.(5)
   10.12      Time Charter, as amended, dated November 1, 1992 between
              Andros Spirit Inc. and Palm Shipping Inc.(5)
   10.13      Management Agreement, as amended, dated June 1, 1992 between
              Teekay Shipping Limited and Nassau Spirit Inc.(5)(4)
   10.14      Agreement, dated October 3, 1996, for a U.S. $90,000,000
              Term Loan Facility to be made available to certain
              subsidiaries of Teekay Shipping Corporation by Christiania
              Bank og Kreditkasse, acting through its New York Branch, The
              Bank of Nova Scotia, and Banque Indosuez.(9)
   10.15      Agreement, dated October 18, 1996, for a U.S. $120,000,000
              Term Loan Facility to be made available to certain
              subsidiaries of Teekay Shipping Corporation by Den Norske
              Bank ASA, Nederlandse Scheepshypothesbank N.V., The Bank of
              New York, and Midland Bank plc.(9)
   10.16      Agreement, dated January 26, 1998, for a U.S. $200,000,000
              Reducing Revolving Credit Facility to be made available to
              certain wholly-owned subsidiaries of Teekay Shipping
              Corporation by Den Norske Bank ASA, Christiania Bank og
              Kreditkasse ASA, New York Branch, and the Bank of Nova
              Scotia.(10)
   10.17      Agreement, dated March 26, 1999, for the amalgamation of
              Northwest Maritime Inc., a 100% owned subsidiary of Teekay
              Shipping Corporation, and Bona Shipholding Ltd.(11)
</Table>

                                       II-4
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
   10.18      Agreement, dated April 16, 1998, for a U.S. $30,000,000 Term
              Loan Facility to be made available to VSSI Australia Limited
              by Rabo Australia Limited.(1)
   10.19      Agreement, dated December 18, 1997, for a U.S. $44,000,000
              Term Loan Facility to be made available to Barrington
              (Australia) Pty Limited and Palmerston (Australia) Pty
              Limited by Rabo Australia Limited.(1)
   10.20      Amended and Restated Reimbursement Agreement, dated April
              16, 1998, Among Barrington (Australia) Pty Limited,
              Palmerston (Australia) Pty Limited, VSSI Australia Limited,
              VSSI Transport Inc. and Alliance Chartering Pty Limited and
              Nedship Bank (America) N.V., The Bank of New York and
              Landesbank Schleswig-Holstein.(1)
   10.21      Amendment No. 1, dated May 1999, to Amended and Restated
              Reimbursement Agreement dated April 16, 1998 among
              Barrington (Australia) Pty Limited, Palmerston (Australia)
              Pty Limited, VSSI Australia Limited, VSSI Transport Inc. and
              Alliance Chartering Pty Limited and Nedship Bank (America)
              N.V., The Bank of New York and Landesbank
              Schleswig-Holstein.(1)
   10.22      Amended and Restated Agreement, date June 11, 1999, for a
              $500,000,000 Revolving Loan between Bona Shipholding Ltd.,
              Chase Manhattan plc, Citibank International plc and various
              other banks.(1)
   10.23      Amendment and Restatement Agreement, dated June 11, 1999,
              relating to a U.S. $500,000,000 Revolving Loan Agreement
              between Bona Shipholding Ltd., Chase Manhattan plc, Citibank
              International plc and various other banks.(1)
   10.24      Rights Agreement, dated as of September 8, 2000, between
              Teekay Shipping Corporation and The Bank of New York, as
              Rights Agent.(12)
   10.25      Reimbursement Agreement, dated January 1, 2000, between
              Fleet Management Inc. and Teekay Shipping Corporation.(7)
   10.26      Reimbursement Agreement, dated February 16, 2001, between
              Karratha Spirit Pty Ltd and Nedship Bank (America) N.V.(13)
   10.27      Agreement, dated February 16, 2001, for a U.S. $34,000,000
              Term Loan Facility to be made available to Karratha Spirit
              Pty Ltd by Rabo Australia Limited.(13)
   10.28      Form of Exchange Agent Agreement between United States Trust
              Company of New York, as exchange agent, and Teekay Shipping
              Corporation.*
   12.1       Statement regarding the computation of ratio of earnings to
              fixed charges for Teekay Shipping Corporation.
   15.1       Letter from Ernst & Young LLP, as independent chartered
              accountants, regarding unaudited interim financial
              information.
   21.1       List of Significant Subsidiaries of Teekay Shipping
              Corporation.
   23.1       Consent of Perkins Coie, LLP (contained in Exhibit 5.1).
   23.2       Consent of Seward and Kissel, LLP (contained in Exhibit
              8.2).
   23.3       Consent of Watson, Farley & Williams (contained in Exhibit
              8.3).
   23.4       Consent of Graham, Thompson & Co. (contained in Exhibit
              8.4).
   23.5       Consent of Appleby Spurling & Kempe (contained in Exhibit
              8.5)
   23.6       Consent of Bugge, Arentz-Hansen & Rasmussen (contained in
              Exhibit 8.6)
   23.7       Consent of Ernst & Young.
   23.8       Consent of Deloitte & Touche Statsautoriserte Revisorer AS.
   24.1       Power of Attorney (contained on signature pages).
   25.1       Statement of Eligibility of The Bank of New York Trust
              Company of Florida, N.A. (formerly U.S. Trust Company of
              Texas, N.A.), as trustee.
</Table>

                                       II-5
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
   99.1       Form of Letter of Transmittal.*
   99.2       Form of Notice of Guaranteed Delivery.*
</Table>

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

  *  To be filed by amendment.

(1)   Previously filed as an exhibit to the Company's Annual Report on Form
      20-F, filed with the SEC on March 30, 2000, and hereby incorporated by
      reference to such Annual Report.

(2)   Previously filed as an exhibit to the Company's Registration Statement on
      Form F-1 (Registration No. 33-7573-4), filed with the SEC on July 14,
      1995, and hereby incorporated by reference to such Registration Statement.

(3)   Previously filed as an exhibit to the Company's Annual Report on Form
      20-F, filed with the SEC on June 4, 1996, and hereby incorporated by
      reference to such Annual Report.

(4)   A schedule attached to this exhibit identifies all other documents not
      required to be filed as exhibits because such other documents are
      substantially identical to this exhibit. The schedule also sets forth
      material details by which the omitted documents differ from this exhibit.

(5)   Previously filed as an exhibit to the Company's Registration Statement on
      Form F-3 (Registration No. 33-65139), filed with the SEC on January 19,
      1996, and hereby incorporated by reference to such Registration Statement.

(6)   Previously filed as an exhibit to the Company's Report on Form 6-K, filed
      with the SEC on May 2, 2000, and hereby incorporated by reference to such
      Report.

(7)   Previously filed as an exhibit to the Company's Annual Report on Form
      20-F, filed with the SEC on April 2, 2001, and hereby incorporated by
      reference to such Annual Report.

(8)   Previously filed as an exhibit to the Company's Registration Statement on
      Form F-1 (Registration No. 33-68680), as declared effective by the SEC on
      November 29, 1993, and hereby incorporated by reference to such
      Registration Statement.

(9)   Previously filed as an exhibit to the Company's Annual Report on Form
      20-F, filed with the SEC on June 11, 1997, and hereby incorporated by
      reference to such Annual Report.

(10) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
     filed with the SEC on May 20, 1998, and hereby incorporated by reference to
     such Annual Report.

(11) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
     filed with the SEC on June 11, 1999, and hereby incorporated by reference
     to such Annual Report.

(12) Previously filed as an exhibit to the Company's Form 8-A, filed with the
     SEC on September 11, 2000, and hereby incorporated by reference to such
     filing.

(13) Previously filed as an exhibit to the Company's Report on Form 6-K filed
     with the SEC on May 24, 2001, and hereby incorporated by reference to such
     report.

(14) Previously filed as an exhibit to the Company's Registration Statement on
     Form F-4 (Registration No. 333-64928), filed with the SEC on July 11, 2001,
     and hereby incorporated by reference to such Registration Statement.

                                       II-6
<PAGE>

ITEM 22.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers for sales are being made,
     a post-effective amendment to this registration statement:

           (i) To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933

           (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

           (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
     section do not apply if the registration statement is on Form S-3, Form S-8
     or Form F-3, and the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

        (4) If the registrant is a foreign private issuer, to file a
     post-effective amendment to the registration statement to include any
     financial statement required by Item 8.A of Form 20-F at the start of any
     delayed offering or throughout a continuous offering. Financial statements
     and information otherwise required by Section 10(a)(3) of the Act need not
     be furnished, provided that the registrant includes in the prospectus, by
     means of a post-effective amendment, financial statements required pursuant
     to this paragraph (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as the date of
     those financial statements. Notwithstanding the foregoing, with respect to
     registration statements on Form F-3, a post-effective amendment need not be
     filed to include financial statements and information required by Section
     10(a)(3) of the Act or sec.210.3-19 of this chapter if such financial
     statements and information are contained in periodic reports filed with or
     furnished to the Commission by the registrant pursuant to section 13 or
     section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the Form F-3.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934), that is incorporated by reference in this
registration statement shall be deemed to be a new
                                       II-7
<PAGE>

registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

     (d) The undersigned registrant hereby undertakes: (i) to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means; and (ii) to arrange or provide for a
facility in the U.S. for the purpose of responding to such requests. The
undertaking in subparagraph (i) above includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.

     (e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                       II-8
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
British Columbia, Canada, on the 16th day of January, 2002.

                                          TEEKAY SHIPPING CORPORATION



                                              /s/ BJORN MOLLER
                                          By:
                                          --------------------------------------

                                            Bjorn Moller, President and
                                            Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes and
appoints Bjorn Moller and Peter Antturi, and each of them, with full power of
substitution and resubstitution and full power to act without the other, as his
or her true and lawful attorney-in-fact and agent to act in his or her name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments, and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing, ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 16th day of January, 2002.

<Table>
<Caption>
                  SIGNATURE                                            TITLE
                  ---------                                            -----
<C>                                            <S>

              /s/ BJORN MOLLER                 President, Chief Executive Officer and Director
- ---------------------------------------------
                Bjorn Moller

              /s/ PETER ANTTURI                Chief Financial Officer, Vice President, Treasurer and
- ---------------------------------------------  Principal Financial and Accounting Officer
                Peter Antturi

               /s/ C. SEAN DAY                 Director and Chairman of the Board
- ---------------------------------------------
                 C. Sean Day

             /s/ AXEL KARLSHOEJ                Director and Authorized Representative in the United
- ---------------------------------------------  States
               Axel Karlshoej

              /s/ BRUCE C. BELL                Director and Corporate Secretary
- ---------------------------------------------
                Bruce C. Bell
</Table>

                                       II-9
<PAGE>

<Table>
<Caption>
                  SIGNATURE                                            TITLE
                  ---------                                            -----
<C>                                            <S>
          /s/ DR. IAN D. BLACKBURNE            Director
- ---------------------------------------------
            Dr. Ian D. Blackburne

             /s/ MORRIS L. FEDER               Director
- ---------------------------------------------
               Morris L. Feder

           /s/ THOMAS KUO-YUEN HSU             Director
- ---------------------------------------------
             Thomas Kuo-Yuen Hsu

              /s/ LEIF O. HOEGH                Director
- ---------------------------------------------
                Leif O. Hoegh

            /s/ EILEEN A. MERCIER              Director
- ---------------------------------------------
              Eileen A. Mercier
</Table>

                                      II-10
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
    3.1       Amended and Restated Articles of Incorporation of Teekay
              Shipping Corporation.(1)
    3.2       Articles of Amendment of Articles of Incorporation of Teekay
              Shipping Corporation.(1)
    3.3       Amended and Restated Bylaws of Teekay Shipping
              Corporation.(1)
    4.1       Registration Rights Agreement among Teekay Shipping
              Corporation, Tradewinds Trust Co. Ltd., as Trustee for the
              Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee
              for the JTK Trust.(2)
    4.2       Specimen of Teekay Shipping Corporation Common Stock
              Certificate.(2)
    4.3       Indenture dated January 29, 1996 among Teekay Shipping
              Corporation, VSSI Oceans Inc., VSSI Atlantic Inc., VSSI
              Appian Inc., Senang Spirit Inc., Exuma Spirit Inc., Nassau
              Spirit Inc., Andros Spirit Inc. and United States Trust
              Company of New York, as Trustee.(3)
    4.4       Specimen of Teekay Shipping Corporation's 8.32% First
              Preferred Ship Mortgage Notes Due 2008.(3)
    4.5       Bahamian Statutory Ship Mortgage dated January 29, 1996 by
              Nassau Spirit Inc. to United States Trust Company of New
              York.(3)(4)
    4.6       Deed of Covenants dated January 29, 1996 by Nassau Spirit
              Inc. to United States Trust Company of New York.(3)(4)
    4.7       First Preferred Ship Mortgage dated January 29, 1996 by VSSI
              Oceans Inc. to United States Trust Company of New York, as
              Trustee.(5)
    4.8       Assignment of Time Charter dated January 29, 1996 by Nassau
              Spirit Inc. to United States Trust Company of New York, as
              Trustee.(3)(4)
    4.9       Assignment of Insurance dated January 29, 1996 by Nassau
              Spirit Inc. to United States Trust Company of New York, as
              Trustee.(3)(4)
    4.10      Pledge Agreement and Irrevocable Proxy dated January 29,
              1996 by Teekay Shipping Corporation in favor of United
              States Trust Company of New York, as Trustee.(3)
    4.11      Guarantee dated January 29, 1996 by Nassau Spirit Inc. in
              favor of United States Trust Company of New York, as
              Trustee.(3)(4)
    4.12      Assignment of Freights and Hires dated January 29, 1996 by
              Nassau Spirit Inc. to United States Trust Company of New
              York, as Trustee.(3)(4)
    4.13      Cash Collateral Account Agreement dated January 29, 1996
              between Nassau Spirit Inc. and United States Trust Company
              of New York, as Trustee.(3)(4)
    4.14      Investment Account Agreement dated January 29, 1996 between
              Teekay Shipping Corporation and United States Trust Company
              of New York, as Trustee.(3)
    4.15      Indenture dated June 22, 2001 among Teekay Shipping
              Corporation and U.S. Trust Company of Texas, N.A.(14)
    4.16      First Supplemental Indenture dated as of December 6, 2001,
              among Teekay Shipping Corporation and The Bank of New York
              Trust Company of Florida, N.A. (formerly U.S. Trust Company
              of Texas, N.A.).
    4.17      Exchange and Registration Rights Agreement dated June 22,
              2001 among Teekay Shipping Corporation and Goldman, Sachs &
              Co., Morgan Stanley & Co. Incorporated, Salomon Smith Barney
              Inc., Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities
              Inc., Fleet Securities, Inc. and Scotia Capital (USA)
              Inc.(14)
    4.18      Exchange and Registration Rights Agreement dated December 6,
              2001 between Teekay Shipping Corporation and Goldman, Sachs
              & Co.
    4.19      Specimen of Teekay Shipping Corporation's 8.875% Senior
              Notes due 2011.(14)
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
    5.1       Opinion of Perkins Coie LLP, special counsel to the
              registrant, as to the legality under U.S. law of the notes
              being offered by Teekay Shipping Corporation.
    8.1       Opinion of Perkins Coie LLP, regarding certain U.S. tax
              matters (contained in opinion filed as Exhibit 5.1).
    8.2       Opinion of Seward and Kissel, LLP, regarding certain U.S.
              tax matters.
    8.3       Opinion of Watson, Farley & Williams, regarding Marshall
              Islands tax matters.
    8.4       Opinion of Graham, Thompson & Co., regarding Bahamian tax
              matters.
    8.5       Opinion of Appleby Spurling & Kempe, regarding Bermuda tax
              matters.
    8.6       Opinion of Bugge, Arentz-Hansen & Rasmussen, regarding
              Norwegian tax matters.
   10.1       1995 Stock Option Plan.(2)
   10.2       Amendment to 1995 Stock Option Plan.(6)
   10.3       Amended 1995 Stock Option Plan.(7)
   10.4       Form of Indemnification Agreement between Teekay Shipping
              Corporation and each of its officers and directors.(2)
   10.5       Charter Party, as amended, dated September 21, 1989 between
              Palm Shipping Inc. and BP Shipping Limited.(8)
   10.6       Time Charter, as amended, dated July 3, 1995 between VSSI
              Oceans Inc. and Palm Shipping Inc.(5)
   10.7       Time Charter, as amended, dated January 4, 1994 between VSSI
              Atlantic Inc. and Palm Shipping Inc.(5)
   10.8       Time Charter, as amended, dated February 1, 1992 between
              VSSI Appian Inc. and Palm Shipping Inc.(5)
   10.9       Time Charter, as amended, dated December 1, 1993 between
              Senang Spirit Inc. and Palm Shipping Inc.(5)
   10.10      Time Charter, as amended, dated August 1, 1992 between Exuma
              Spirit Inc. and Palm Shipping Inc.(5)
   10.11      Time Charter, as amended, dated May 1, 1992 between Nassau
              Spirit Inc. and Palm Shipping Inc.(5)
   10.12      Time Charter, as amended, dated November 1, 1992 between
              Andros Spirit Inc. and Palm Shipping Inc.(5)
   10.13      Management Agreement, as amended, dated June 1, 1992 between
              Teekay Shipping Limited and Nassau Spirit Inc.(5)(4)
   10.14      Agreement, dated October 3, 1996, for a U.S. $90,000,000
              Term Loan Facility to be made available to certain
              subsidiaries of Teekay Shipping Corporation by Christiania
              Bank og Kreditkasse, acting through its New York Branch, The
              Bank of Nova Scotia, and Banque Indosuez.(9)
   10.15      Agreement, dated October 18, 1996, for a U.S. $120,000,000
              Term Loan Facility to be made available to certain
              subsidiaries of Teekay Shipping Corporation by Den Norske
              Bank ASA, Nederlandse Scheepshypothesbank N.V., The Bank of
              New York, and Midland Bank plc.(9)
   10.16      Agreement, dated January 26, 1998, for a U.S. $200,000,000
              Reducing Revolving Credit Facility to be made available to
              certain wholly-owned subsidiaries of Teekay Shipping
              Corporation by Den Norske Bank ASA, Christiania Bank og
              Kreditkasse ASA, New York Branch, and the Bank of Nova
              Scotia.(10)
   10.17      Agreement, dated March 26, 1999, for the amalgamation of
              Northwest Maritime Inc., a 100% owned subsidiary of Teekay
              Shipping Corporation, and Bona Shipholding Ltd.(11)
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
   10.18      Agreement, dated April 16, 1998, for a U.S. $30,000,000 Term
              Loan Facility to be made available to VSSI Australia Limited
              by Rabo Australia Limited.(1)
   10.19      Agreement, dated December 18, 1997, for a U.S. $44,000,000
              Term Loan Facility to be made available to Barrington
              (Australia) Pty Limited and Palmerston (Australia) Pty
              Limited by Rabo Australia Limited.(1)
   10.20      Amended and Restated Reimbursement Agreement, dated April
              16, 1998, Among Barrington (Australia) Pty Limited,
              Palmerston (Australia) Pty Limited, VSSI Australia Limited,
              VSSI Transport Inc. and Alliance Chartering Pty Limited and
              Nedship Bank (America) N.V., The Bank of New York and
              Landesbank Schleswig-Holstein.(1)
   10.21      Amendment No. 1, dated May 1999, to Amended and Restated
              Reimbursement Agreement dated April 16, 1998 among
              Barrington (Australia) Pty Limited, Palmerston (Australia)
              Pty Limited, VSSI Australia Limited, VSSI Transport Inc. and
              Alliance Chartering Pty Limited and Nedship Bank (America)
              N.V., The Bank of New York and Landesbank
              Schleswig-Holstein.(1)
   10.22      Amended and Restated Agreement, date June 11, 1999, for a
              $500,000,000 Revolving Loan between Bona Shipholding Ltd.,
              Chase Manhattan plc, Citibank International plc and various
              other banks.(1)
   10.23      Amendment and Restatement Agreement, dated June 11, 1999,
              relating to a U.S. $500,000,000 Revolving Loan Agreement
              between Bona Shipholding Ltd., Chase Manhattan plc, Citibank
              International plc and various other banks.(1)
   10.24      Rights Agreement, dated as of September 8, 2000, between
              Teekay Shipping Corporation and The Bank of New York, as
              Rights Agent.(12)
   10.25      Reimbursement Agreement, dated January 1, 2000, between
              Fleet Management Inc. and Teekay Shipping Corporation.(7)
   10.26      Reimbursement Agreement, dated February 16, 2001, between
              Karratha Spirit Pty Ltd and Nedship Bank (America) N.V.(13)
   10.27      Agreement, dated February 16, 2001, for a U.S. $34,000,000
              Term Loan Facility to be made available to Karratha Spirit
              Pty Ltd by Rabo Australia Limited.(13)
   10.28      Form of Exchange Agent Agreement between United States Trust
              Company of New York, as exchange agent, and Teekay Shipping
              Corporation.*
   12.1       Statement regarding the computation of ratio of earnings to
              fixed charges for Teekay Shipping Corporation.
   15.1       Letter from Ernst & Young LLP, as independent chartered
              accountants, regarding unaudited interim financial
              information.
   21.1       List of Significant Subsidiaries of Teekay Shipping
              Corporation.
   23.1       Consent of Perkins Coie, LLP (contained in Exhibit 5.1).
   23.2       Consent of Seward and Kissel, LLP (contained in Exhibit
              8.2).
   23.3       Consent of Watson, Farley & Williams (contained in Exhibit
              8.3).
   23.4       Consent of Graham, Thompson & Co. (contained in Exhibit
              8.4).
   23.5       Consent of Appleby Spurling & Kempe (contained in Exhibit
              8.5).
   23.6       Consent of Bugge, Arentz-Hansen & Rasmussen (contained in
              Exhibit 8.6).
   23.7       Consent of Ernst & Young.
   23.8       Consent of Deloitte & Touche Statsautoriserte Revisorer AS.
   24.1       Power of Attorney (contained on signature pages).
   25.1       Statement of Eligibility of The Bank of New York Trust
              Company of Florida, N.A. (formerly U.S. Trust Company of
              Texas, N.A.), as trustee.
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
<C>           <S>
   99.1       Form of Letter of Transmittal.*
   99.2       Form of Notice of Guaranteed Delivery.*
</Table>

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

  *  To be filed by amendment.

(1)  Previously filed as an exhibit to the Company's Annual Report on Form
     20-F, filed with the SEC on March 30, 2000, and hereby incorporated by
     reference to such Annual Report.

(2)  Previously filed as an exhibit to the Company's Registration Statement on
     Form F-1 (Registration No. 33-7573-4), filed with the SEC on July 14, 1995,
     and hereby incorporated by reference to such Registration Statement.

(3)  Previously filed as an exhibit to the Company's Annual Report on Form
     20-F, filed with the SEC on June 4, 1996, and hereby incorporated by
     reference to such Annual Report.

(4)  A schedule attached to this exhibit identifies all other documents not
     required to be filed as exhibits because such other documents are
     substantially identical to this exhibit. The schedule also sets forth
     material details by which the omitted documents differ from this exhibit.

(5)  Previously filed as an exhibit to the Company's Registration Statement on
     Form F-3 (Registration No. 33-65139), filed with the SEC on January 19,
     1996, and hereby incorporated by reference to such Registration Statement.

(6)  Previously filed as an exhibit to the Company's Report on Form 6-K, filed
     with the SEC on May 2, 2000, and hereby incorporated by reference to such
     Report.

(7)  Previously filed as an exhibit to the Company's Annual Report on Form
     20-F, filed with the SEC on April 2, 2001, and hereby incorporated by
     reference to such Annual Report.

(8)  Previously filed as an exhibit to the Company's Registration Statement on
     Form F-1 (Registration No. 33-68680), as declared effective by the SEC on
     November 29, 1993, and hereby incorporated by reference to such
     Registration Statement.

(9)  Previously filed as an exhibit to the Company's Annual Report on Form
     20-F, filed with the SEC on June 11, 1997, and hereby incorporated by
     reference to such Annual Report.

(10) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
     filed with the SEC on May 20, 1998, and hereby incorporated by reference to
     such Annual Report.

(11) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
     filed with the SEC on June 11, 1999, and hereby incorporated by reference
     to such Annual Report.

(12) Previously filed as an exhibit to the Company's Form 8-A, filed with the
     SEC on September 11, 2000, and hereby incorporated by reference to such
     filing.

(13) Previously filed as an exhibit to the Company's Report on Form 6-K filed
     with the SEC on May 24, 2001, and hereby incorporated by reference to such
     report.

(14) Previously filed as an exhibit to the Company's Registration Statement on
     Form F-4 (Registration No. 333-64928), filed with the SEC on July 11, 2001,
     and hereby incorporated by reference to such Registration Statement.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>3
<FILENAME>o06225ex4-16.txt
<DESCRIPTION>1ST SUPPLEMENTAL INDENTURE BANK OF NEW YORK
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.16



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



                          TEEKAY SHIPPING CORPORATION,
                                   as Issuer,

              THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.,
                                   as Trustee,

                                   ----------

                          First Supplemental Indenture
                          Dated as of December 6, 2001

                                   ----------

               $100,000,000 8.875% Senior Notes due July 15, 2011



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




<PAGE>

         FIRST SUPPLEMENTAL INDENTURE dated as of December 6, 2001 between
Teekay Shipping Corporation, a corporation duly incorporated and existing under
the laws of the Republic of the Marshall Islands, as issuer (hereinafter called
the "Company"), having its principal operating office at 505 Burrard Street,
Suite 1400, Vancouver, British Columbia, Canada, V7X IM5, and The Bank of New
York Trust Company of Florida, N.A., a national banking association duly
organized and existing under the laws of the United States of America, as
Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS, the Company and the Trustee (formerly U.S. Trust Company of
Florida, N.A.) have entered into an indenture dated as of June 22, 2001, (the
"Original Indenture") in relation to the issuance of $250,000,000 aggregate
principal amount of the Company's 8.875% Senior Notes due July 15, 2011 (the
"Original Securities"), issued in the form of a registered global note (the
"Initial Global Security") registered in the name of Cede & Co., as nominee of
The Depository Trust Company and held by the Trustee, as custodian for the
Initial Global Security;

         WHEREAS, pursuant to Section 3.01 of the Original Indenture and
pursuant to the provisions of the Original Securities, the Company may, from
time to time, without notice to or the consent of the registered holders of the
Original Securities, create and issue additional Securities ranking pari passu
with the Original Securities in all respects so that such additional Securities
shall form a single series of Securities together with the Original Securities
and shall have the same terms as to status, redemption or otherwise as the
Original Securities;

         WHEREAS, the Company has duly authorized the creation of and issuance
of $100,000,000 aggregate principal amount of its 8.875% Senior Notes due July
15, 2011 (the "Initial Additional Securities") and a like amount of 8.875%
Exchange Senior Notes due July 15, 2011 (the "Exchange Additional Securities"
and, together with the Initial Additional Securities, the "Additional
Securities") issued in the form of a Restricted Global Additional Security, (as
defined herein) of substantially the tenor hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
First Supplemental Indenture; and

         WHEREAS, all things necessary have been done to make the Additional
Securities, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this First Supplemental Indenture a valid agreement of the Company,
each in accordance with their respective terms.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Additional Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Additional
Securities, as follows:


                                       2
<PAGE>

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              SECTION 1.01.   DEFINITIONS.

              (a) For all purposes of this First Supplemental Indenture, except
         as otherwise expressly provided or unless the context otherwise
         requires:

                   (i) the terms defined in this Article have the meanings
              assigned to them in this Article and include the plural as well as
              the singular;

                   (ii) all other terms used herein which are defined in the
              Trust Indenture Act of 1939, as amended (the "Trust Indenture
              Act"), either directly or by reference therein, have the meanings
              assigned to them therein;

                   (iii) all accounting terms not otherwise defined herein have
              the meanings assigned to them in accordance with generally
              accepted accounting principles in the United States (whether or
              not such is indicated herein), and, except as otherwise herein
              expressly provided, the term "generally accepted accounting
              principles" with respect to any computation required or permitted
              hereunder shall mean such accounting principles as are generally
              accepted in the United States as consistently applied by the
              Company at the date of such computation;

                   (iv) unless the context otherwise requires, any reference to
              an "Article" or a "Section", or to an "Annex" or a "Schedule",
              refers to an Article or Section of, or to an Annex or a Schedule
              attached to, this First Supplemental Indenture, as the case may
              be;

                   (v) unless the context otherwise requires, any reference to a
              statute, rule or regulation refers to the same (including any
              successor statute, rule or regulation thereto) as it may be
              amended from time to time; and

                   (vi) the words "herein", "hereof" and "hereunder" and other
              words of similar import refer to this First Supplemental Indenture
              as a whole and not to any particular Article, Section or other
              subdivision.

              (b) Other terms are defined as follows:

         "Additional Security" and "Additional Securities" have the meaning set
forth in the third recital of this First Supplemental Indenture and more
particularly means any Additional Securities authenticated and delivered under
this First Supplemental Indenture. For all purposes of this First Supplemental
Indenture, the term "Additional Securities" shall include any Exchange
Additional Securities to be issued and exchanged for any Initial Additional
Securities in accordance with the Exchange Offer as provided for in the
Registration Rights Agreement and this First Supplemental Indenture and, for
purposes of this First Supplemental Indenture, all Initial Additional Securities
and Exchange Additional Securities, together with the Original Securities, shall
vote together as one series of Securities under the Indenture.



                                       3
<PAGE>

         "Exchange Additional Securities" has the meaning stated in the third
recital of this First Supplemental Indenture and refers to any Exchange
Additional Securities containing terms identical in all material respects to the
Initial Additional Securities that are issued and exchanged for the Initial
Additional Securities in accordance with the Exchange Offer, as provided for in
the Registration Rights Agreement and this First Supplemental Indenture.

         "Exchange Offer" means the offer by the Company to the Holders of the
Initial Additional Securities to exchange all of the Initial Additional
Securities for Exchange Additional Securities, as provided for in the
Registration Rights Agreement.

         "Indenture" means the Original Indenture, as supplemented by this First
Supplemental Indenture.

         "Initial Additional Securities" has the meaning set forth in the third
recital of this First Supplemental Indenture.

         "Initial Global Security"" has the meaning set forth in the first
recital of this First Supplemental Indenture.

         "Original Indenture" has the meaning set forth in the first recital of
this First Supplemental Indenture.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement between the Company and the Initial Purchaser named therein
dated as of December 6, 2001 relating to the Additional Securities.

         "Regulation S" means Regulation S under the Securities Act.

         "Security" or "Securities" means the Original Securities and any
Exchange Securities issued under the Original Indenture together with the
Additional Securities.

         "First Supplemental Indenture" means this instrument as originally
executed (including all exhibits and schedules hereto) and as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof.

         SECTION 1.02.   TERMS DEFINED IN THE ORIGINAL INDENTURE.

         Terms and expressions defined in the Initial Global Security or the
Original Indenture shall have the same meaning when used in this First
Supplemental Indenture unless otherwise defined herein or unless the context
otherwise requires.

         SECTION 1.03.   PROVISIONS OF THE ORIGINAL INDENTURE.

         (a) The provisions of the Original Indenture shall apply to the
Additional Securities and any certificated Additional Securities in definitive
form issued in exchange therefor in the exact same manner as they apply to the
Original Securities and any certificated Original Securities in definitive form
issued in exchange therefor, respectively. Notwithstanding


                                       4
<PAGE>

anything contained herein to the contrary, interest on the Initial Additional
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from June 22, 2001.

         (b) All references in the Original Indenture to "Securities" shall be
deemed to include the Original Securities, any Exchange Securities and the
Additional Securities, and any certificated Original Securities, Exchange
Securities or Additional Securities in definitive form issued in exchange
therefor, respectively.

         SECTION 1.04.   EFFECT OF FIRST SUPPLEMENTAL INDENTURE.

         (a) This First Supplemental Indenture is a supplemental agreement
within the meaning of Sections 3.01 and 9.01 of the Original Indenture, and the
Original Indenture shall be read together with this First Supplemental Indenture
and shall have the same effect over the Additional Securities, in the same
manner as if the provisions of the Original Indenture and this First
Supplemental Indenture were contained in the same instrument.

         (b) In all other respects, the Original Indenture is confirmed by the
parties as supplemented by the terms of this First Supplemental Indenture.

         SECTION 1.05.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

         SECTION 1.06.   SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this First Supplemental Indenture by
the Company, the Trustee and the Holders shall bind their respective successors
and assigns, whether so expressed or not.

         SECTION 1.07.   SEVERABILITY CLAUSE.

         In case any provision in this First Supplemental Indenture or in the
Additional Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         SECTION 1.08.   BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.

         Nothing in this First Supplemental Indenture or in the Additional
Securities, express or implied, shall give to any Person (other than the parties
hereto and their successors and assigns hereunder, any Paying Agent and the
Holders) any benefit or any legal or equitable right, remedy or claim under this
First Supplemental Indenture.



                                       5
<PAGE>


         SECTION 1.09.   GOVERNING LAW.

         THIS FIRST SUPPLEMENTAL INDENTURE AND THE ADDITIONAL SECURITIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

                                  ARTICLE TWO
                                 THE SECURITIES

              SECTION 2.01.   FORMS GENERALLY.

              (a) The Initial Additional Securities shall be known as "8.875%
         Senior Notes due July 15, 2011" and the Exchange Additional Securities
         shall be known as "8.875% Senior Exchange Notes due July 15, 2011", in
         each case, of the Company. The Additional Securities and the Trustee's
         certificate of authentication shall be in substantially the forms set
         forth in Article II of the Original Indenture, with such appropriate
         insertions, omissions, substitutions and other variations as are
         required or permitted by the Original Indenture, and may have such
         letters, numbers or other marks of identification and such legends or
         endorsements placed thereon as may be required to comply with the rules
         of any securities exchange or as may, consistently herewith, be
         determined by the officers executing such Additional Securities, as
         evidenced by their execution of the Additional Securities.

              (b) The definitive Additional Securities shall be printed,
         lithographed or engraved or produced by any combination of these
         methods on steel engraved borders or may be produced in any other
         manner, provided that such manner is permitted by the rules of any
         securities exchange on which the Securities may be listed, as evidenced
         by their execution of such Additional Securities.

              (c) Initial Additional Securities offered and sold in their
         original distribution in reliance on Rule 144A shall be issued
         initially in the form of one or more Global Securities in definitive,
         fully registered form without interest coupons, substantially in the
         form of Security set forth in Article II of the Original Indenture (the
         "Restricted Global Additional Security"), and shall be registered in
         the name of the United States Depositary or its nominee and deposited
         with the Trustee, at its Corporate Trust Office, as custodian for the
         United States Depositary, or such other office of the Trustee or its
         affiliate at which its corporate trust operations as custodian for the
         United States Depositary are conducted, duly executed by the Company
         and authenticated by the Trustee as hereinafter provided, for credit by
         the United States Depositary to the respective accounts of beneficial
         owners of the Securities represented thereby (or such other accounts as
         they may direct). The aggregate stated amount at Maturity of the
         Restricted Global Additional Security may from time to time be
         increased or decreased by adjustments made on the records of the
         Trustee, as custodian for the United States Depositary.

              (d) Initial Additional Securities offered and sold in reliance on
         Regulation S shall be issued in the form of one or more Global
         Securities (collectively, the "Regulation S Global Additional
         Security") in definitive, fully registered form without interest
         coupons, substantially in the form of Security set forth in Article II
         of the Original Indenture, with such applicable legends as are provided
         for therein. Such Global


                                       6
<PAGE>

         Securities shall be registered in the name of the United States
         Depositary or its nominee and deposited with the Trustee, at its
         Corporate Trust Office, as custodian for the United States Depositary,
         or such other office of the Trustee or its affiliate at which its
         corporate trust operations as custodian for the United States
         Depositary are conducted, duly executed by the Company and
         authenticated by the Trustee as hereinafter provided, for credit to the
         respective accounts at the United States Depositary of the depositories
         for Morgan Guaranty Trust Company of New York, Brussels office, as
         operator of the Euroclear Clearance System ("Euroclear"), or for
         Clearstream Banking, societe anonyme ("Clearstream"), in turn for
         credit to the respective accounts of beneficial owners of the
         Securities represented thereby (or such other accounts as they may
         direct) in accordance with the rules thereof. The aggregate stated
         amount at Maturity of the Regulation S Additional Global Security may
         from time to time be increased or decreased by adjustments made on the
         records of the Trustee, as custodian for the United States Depositary.

              SECTION 2.02.   TITLE AND TERMS.

              (a) The Initial Additional Securities shall be known and
         designated as "8.875% Senior Notes due July 15, 2011" and the Exchange
         Additional Securities shall be known and designated as "8.875% Senior
         Exchange Notes due July 15, 2011". The Stated Maturity of the
         Additional Securities shall be July 15, 2011, and they shall bear
         interest at the rate of 8.875% per annum from June 22, 2001, or from
         the most recent Interest Payment Date to which interest has been paid
         or duly provided for, payable on January 15, 2002, and semi-annually
         thereafter on January 15 and July 15, in each year and at said Stated
         Maturity until the principal thereof is paid or duly provided for.

              (b) The Company and the Trustee acknowledge and agree that the
         Original Securities, the Additional Securities and any certificated
         Original Securities or Additional Securities in definitive form issued
         in exchange therefor, respectively, form a single series and have the
         same terms as to status or otherwise, and that Initial Additional
         Securities may not be exchanged for Original Securities. Exchange
         Additional Securities may be exchanged for Original Securities.

                  The Trustee shall (upon Company Order) authenticate and
deliver Additional Securities for original issue in an aggregate principal
amount of up to $100,000,000.

              SECTION 2.03.   EXCHANGE.

              (a) At the option of the Holder, and subject to the provisions of
         Article III of the Original Indenture, Additional Securities may be
         exchanged for other Additional Securities of any authorized
         denominations and of a like aggregate stated amount at Maturity, upon
         surrender of the Additional Securities to be exchanged at an office or
         agency of the Company designated pursuant to Section 10.02 of the
         Original Indenture for such purpose. Whenever any Additional Securities
         are so surrendered for exchange, and subject to the other provisions of
         Article III of the Original Indenture, the Company shall execute, and
         the Trustee shall authenticate and deliver, the Securities which the
         Holder making the exchange is entitled to receive.



                                       7
<PAGE>

              (b) All Additional Securities issued upon any registration of
         transfer or exchange of Additional Securities shall be the valid
         obligations of the Company, evidencing the same debt, and (except for
         the differences between the Initial Additional Securities and
         Additional Exchange Securities provided for in this First Supplemental
         Indenture) entitled to the same benefits under this First Supplemental
         Indenture, as the Additional Securities which the Holder making the
         exchange is entitled to receive.


                                   * * * * *


                                       8
<PAGE>



         This First Supplemental Indenture may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this First Supplemental Indenture.

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                        TEEKAY SHIPPING CORPORATION


                                        By: ____________________________________
                                            Name:
                                            Title:




THE BANK OF NEW YORK TRUST COMPANY
OF FLORIDA, N.A.,
    as Trustee

By: ____________________________________
    Name:
    Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>4
<FILENAME>o06225ex4-18.txt
<DESCRIPTION>RIGHTS AGREEMENT WITH GOLDMAN, SACHS & CO.
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.18


                           TEEKAY SHIPPING CORPORATION

                      8.875% SENIOR NOTES DUE JULY 15, 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                December 6, 2001

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

         "Purchaser" shall mean Goldman, Sachs & Co.

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



                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       3
<PAGE>

              2.  Registration Under the Securities Act.

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

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


                                       4
<PAGE>

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

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


                                       5
<PAGE>

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

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

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

                  3. Registration Procedures.

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

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

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

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

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

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



                                       6
<PAGE>

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

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

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



                                       7
<PAGE>

                  (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);



                                       8
<PAGE>

                  (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



                                       9
<PAGE>

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

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


                                       10
<PAGE>

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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


                                       12
<PAGE>

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

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


                                       13
<PAGE>

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

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

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


                                       14
<PAGE>

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

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

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

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


                                       15
<PAGE>


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

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

                  4.       Registration Expenses.

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



                                       16
<PAGE>

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

                  5.       Representations and Warranties.

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

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

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



                                       17
<PAGE>

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

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

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

                  6.       Indemnification.

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



                                       18
<PAGE>

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

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

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



                                       19
<PAGE>

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

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



                                       20
<PAGE>

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

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

                  7.       Underwritten Offerings.

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

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

                  8.       Rule 144.

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


                                       21
<PAGE>

                  9.       Miscellaneous.

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

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

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

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

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



                                       22
<PAGE>

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

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

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

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

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

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



                                       23
<PAGE>


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

                                          Very truly yours,

                                          Teekay Shipping Corporation


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

Accepted as of the date hereof:

Goldman, Sachs & Co.

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




                                       24
<PAGE>

                                                                       EXHIBIT A

                           TEEKAY SHIPPING CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]


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

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

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



                                       A-1
<PAGE>


                           TEEKAY SHIPPING CORPORATION

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (DATE)

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

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

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

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


                                      A-2
<PAGE>


                                    ELECTION

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

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

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


                                      A-3
<PAGE>


                                  QUESTIONNAIRE


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

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


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



(2)       Address for Notices to Selling Securityholder:

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

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

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


(3)       Beneficial Ownership of Securities:

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

     (a)  Principal amount of Registrable Securities beneficially owned:

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

          CUSIP No(s). of such Registrable Securities:

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

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

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

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

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

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

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

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


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

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

          State any exceptions here:


                                      A-4
<PAGE>


(5)       Relationships with the Company:

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

          State any exceptions here:



(6)       Plan of Distribution:

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

          State any exceptions here:



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

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

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



                                      A-5
<PAGE>

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

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

          (i)  To the Company:


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

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

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

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

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



          (ii) With a copy to:

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

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

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

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

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




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



                                      A-6
<PAGE>


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

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




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



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



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


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

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

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

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

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


                                      A-7
<PAGE>


                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


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


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


Dear Sirs:

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

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

Dated: __________________ , 2001

                                       Very truly yours,

                                          (Name)

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



                                      B-1






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>o06225ex5-1.txt
<DESCRIPTION>OPINION OF PERKINS COIE LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1

                            [PERKINS COIE LETTERHEAD]


                                January 16, 2002



Teekay Shipping Corporation
TK House
Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas


         RE:    TEEKAY SHIPPING CORPORATION
                REGISTRATION STATEMENT ON FORM F-4

Dear Sirs:

         We have acted as counsel to Teekay Shipping Corporation, a Republic of
The Marshall Islands corporation (the "Company"), in connection with its offer
to exchange $1,000 principal amount of 8.875% Senior Notes due July 15, 2011, of
the Company (the "Exchange Notes"), for each $1,000 principal amount of the
outstanding unregistered 8.875% Senior Notes due July 15, 2011 of the Company
(the "Private Notes"), which Exchange Notes are the subject of the Registration
Statement on Form F-4 (the "Registration Statement"), filed by the Company today
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder (the "Rules"). The Exchange Notes will be issued pursuant to the
First Supplemental Indenture dated December 6, 2001, to the Indenture dated June
22, 2001 (collectively, the "Indenture"), between the Company and The Bank of
New York Trust Company of Florida, N.A. (formerly U.S. Trust Company of Texas,
N.A.), as Trustee (the "Trustee"). You have asked us to render our opinion as to
the matters hereinafter set forth. Capitalized terms used but not defined herein
shall have the same meaning as in the Registration Statement.

         In the course of our representation as described above, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the


<PAGE>

documents described in Schedule A hereto. The documents listed in Schedule A are
herein collectively referred to as the "Documents." Our opinions are based
solely upon a review of the Documents and, with your consent, we have reviewed
no other documents, corporate records, certificates or other statements as a
basis for the opinions expressed herein.

         As to matters of fact bearing upon the opinions expressed herein, we
have, with your consent and without further investigation, relied upon
information in certificates provided to us by the Company's directors and
officers.

         In rendering the opinions expressed herein, we have further relied upon
the following assumptions, the accuracy of which we have not independently
verified:

(a)      Each document submitted to us for review is accurate and complete, each
         such document that is an original is authentic, each such document that
         is a copy conforms to an authentic original, and all signatures on each
         such document are genuine.

(b)      The Company is validly existing under applicable law.

(c)      The Company has the power, authority and legal right to execute and
         deliver, and to perform its obligations under, the Indenture and the
         Exchange Notes.

(d)      The Company has duly authorized, executed and delivered the Indenture
         and any other certificates, instruments or documents (other than the
         Exchange Notes) required to be executed and delivered in connection
         therewith.

(e)      The Exchange Notes have been duly authorized, executed and issued by
         the Company and duly authenticated by the Trustee.

(f)      Each of the Company and the Trustee has satisfied those legal
         requirements applicable to it that are necessary to make the Indenture
         and any other certificates, instruments or documents (other than, with
         respect to the Company, the Exchange Notes) required to be executed and
         delivered by it in connection therewith enforceable against such party
         in accordance with their respective terms.


<PAGE>

OPINION

         Based upon the foregoing examinations and assumptions and subject to
the qualifications and exclusions stated below, we are of the opinion that:

         1. Upon (a) the Registration Statement becoming effective under the
Securities Act, (b) qualification of the Indenture under the Trust Indenture Act
of 1939, as amended, and (c) delivery of the Exchange Notes in exchange for the
Private Notes as contemplated by the Registration Statement, the Exchange Notes
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

         2. The summary set forth under the heading "Tax Considerations --
United States Federal Income Tax Consequences" in the final prospectus forming a
part of the Registration Statement, to the extent it constitutes summaries of
legal matters or legal conclusions, is accurate in all material respects. This
opinion is based on the current provisions of the U.S. Internal Revenue Code of
1986, as amended, Treasury regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. We undertake no responsibility to advise you of
any new developments in the application or interpretation of the United States
federal income tax laws or regulations. Further, this opinion is based on the
accuracy of the facts and the representations set forth in the Registration
Statement. In the event any of the facts, representations or assumptions upon
which we have relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.

EXCLUSIONS AND QUALIFICATIONS

         The opinions expressed above are subject to the following exclusions
and qualifications:

         a. Our opinions are as of the date hereof and we have no
responsibility to update this opinion for events and circumstances occurring
after the date hereof or as to facts relating to prior events that are
subsequently brought to our attention. We disavow any undertaking to advise you
of any changes in law.

         b. We express no opinion as to enforceability of any right or
obligation to the extent such right or obligation is subject to and limited by
(i) the


<PAGE>

effect of bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium, fraudulent transfer or other laws
affecting or relating to the rights of creditors generally or (ii) the rules
governing the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of whether
arising prior to, or after, the date hereof or considered in a proceeding in
equity or at law.

         c. We are qualified to practice law in the state of New York and do
not express any opinions herein concerning any laws other than the laws in their
current forms of the state of New York and the federal laws of the United States
of America, and we express no opinion with respect to the laws of any other
jurisdiction.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the prospectus made
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or related Rules
nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "expert" as used in the
Securities Act or related Rules.

                                            Very truly yours,

                                            /s/ Perkins Coie LLP

                                            PERKINS COIE LLP

<PAGE>

                                   SCHEDULE A


(a)      The Registration Statement

(b)      The Indenture

(c)      The form of the Private Notes

(d)      The form of the Exchange Notes



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>6
<FILENAME>o06225ex8-2.txt
<DESCRIPTION>OPINION OF SEWARD AND KISSEL, LLP
<TEXT>
<PAGE>


                                                                     EXHIBIT 8.2



                             SEWARD & KISSEL LLP
                           ONE BATTERY PARK PLAZA
                          NEW YORK, NEW YORK 10004

WRITER'S DIRECT DIAL      TELEPHONE: (212) 574-1200        1200 G STREET, N.W.
                          FACSIMILE: (212) 480-8421      WASHINGTON, D.C. 20005
                               WWW.SEWKIS.COM          TELEPHONE: (202) 737-8833
                                                       FACSIMILE: (202) 737-5184






                                              January 15, 2002

Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas


Re:      Registration on Form F-4 of 8.875% Senior Notes Due July 15, 2011 of
         Teekay Shipping Corporation

Ladies and Gentlemen:

         In connection with the Registration Statement on Form F-4 filed by
Teekay Shipping Corporation, a Republic of The Marshall Islands corporation (the
"Company"), with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
prepared in connection with the exchange offer of US$100 million Senior Notes
due 2011 of Teekay (the "Registration Statement"), we have been requested to
render our opinion as to the matters hereinafter set forth.

         In formulating our opinion as to the United States tax matters
described below, we have examined such documents as we have deemed appropriate,
including the Registration Statement and the prospectus (the "Prospectus") that
forms a part thereof. We also have obtained such additional information as we
have deemed relevant and necessary from representatives of the Company.

         Based on the facts as set forth in the Prospectus and, in particular,
on the representations, covenants, assumptions,



<PAGE>
January 15, 2002
Page 2


conditions and qualifications described in the Prospectus under the caption
"Taxation of Teekay - United States Taxation", we hereby confirm that the
statements contained in the Prospectus under the caption "Taxation of Teekay -
United States Taxation" fairly summarize the legal matters referred to therein
and fairly present the information called for with respect to such legal
matters.

         We hereby consent to the use of our name in the Registration Statement
and in the Prospectus as the same appears under the captions "Taxation of Teekay
- - United States Taxation" and "Legal Matters" and to the use of this opinion as
an exhibit to the Registration Statement.

         Our opinions and the tax discussion as set forth in the Prospectus
under the caption "Taxation of Teekay - United States Taxation" are based on the
Internal Revenue Code of 1986, as amended, existing and proposed Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service which may be cited or used as precedents, and the published
opinions of the United States Tax Court and other United States Federal Courts,
each as they exist as of the date hereof, and any of which may be changed at any
time with retroactive effect. No opinion is expressed on any matters other than
those specifically referred to above by reference to the Prospectus.

                                         Very truly yours,

                                         /s/ Seward & Kissel LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.3
<SEQUENCE>7
<FILENAME>o06225ex8-3.txt
<DESCRIPTION>OPINION OF WATSON, FARLEY & WILLIAMS
<TEXT>
<PAGE>

                                                                     EXHIBIT 8.3

       (212) 922-2200                                                 2375.20045


January 10, 2002

Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas


Dear Sirs:

TEEKAY SHIPPING CORPORATION, REGISTRATION STATEMENT ON FORM F-4

         We have acted as special counsel for Teekay Shipping Corporation, a
Marshall Islands corporation (the "Company") on matters of Marshall Islands law
in connection with the Registration Statement on Form F-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations thereunder, in connection with the exchange offering
by the Company of an aggregate principal amount of $100,000,000 of the Company's
8.875% Senior Notes due 2011 (the "Notes"). The Notes are being issued under the
first supplemental indenture dated as of December 6, 2001, to the indenture
dated as of June 22, 2001 (collectively, the "Indenture") between the Company
and The Bank of New York Trust Company (formerly U.S. Trust Company of Texas,
N.A.), as trustee.

         As such counsel, we have examined the Registration Statement and such
other papers, documents and certificates of public officials and certificates of
officers of the Company and its subsidiaries as we have deemed relevant and
necessary as the basis for the opinions hereafter expressed. In such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.

         This opinion is limited to the law of the Republic of The Marshall
Islands. Insofar as Marshall Islands law is involved in the rendering of this
opinion, we have relied on opinions of counsel in the Marshall Islands rendered
in transactions which we consider to be sufficiently similar to those
contemplated by the Registration Statement in order to afford a satisfactory
basis for such opinion, and upon our independent examinations of the
Associations Law of the Republic of the Marshall Islands and our knowledge and
interpretation of analogous laws of the United States.


<PAGE>

         Based on the foregoing and having regard to legal considerations which
we deem relevant, we are of the opinion that the statements in the Prospectus
under the caption "Taxation of Teekay - Marshall Islands Taxation" insofar as
such statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information expected to be
relevant to the holders of the Notes offered pursuant to the Prospectus, and
fairly summarize the matters referred to therein.

         We consent to the reference of our Firm under the captions "Taxation of
Teekay - Marshall Islands Taxation" and "Legal Matters" in the Registration
Statement and the related Prospectus, and to the use of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.

         This opinion is solely for the benefit of and may be relied upon by the
Company. This opinion may not be relied upon by any other person or entity
without the prior written approval of the undersigned.

Very truly yours,


/s/ Watson, Farley & Williams
WATSON, FARLEY & WILLIAMS


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.4
<SEQUENCE>8
<FILENAME>o06225ex8-4.txt
<DESCRIPTION>OPINION OF GRAHAM, THOMPSON & CO.
<TEXT>
<PAGE>
                                                                     EXHIBIT 8.4

Teekay Shipping Corporation
January 15th, 2002

Writer's Direct:
Telephone:       (242) 328-6287
Telefax:         (242) 328-0386
E-Mail:          gaw@gtclaw.com

VIA TELEFAX: 503-795-4086
VIA E-MAIL: BOSLD@PerkinsCoie.com

January 15th, 2002

Our Ref: GAW/ml/T-185/5565/23

Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas

Dear Sirs:

RE: REGISTRATION STATEMENT ON FORM F-4

In connection with the Registration Statement on Form F-4 filed by Teekay
Shipping Corporation, a Republic of The Marshall Islands corporation ("Teekay"),
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations thereunder, prepared in
connection with the exchange offer of US$100 million Senior Notes due 2011 of
Teekay (the "Registration Statement"), we have been requested to render our
opinion as to the matters hereinafter set forth.

In this regard, we have examined a draft as at January 14, 2002, identified to
our satisfaction, of the Registration Statement and the related Prospectus (the
"Documents"), and in our examination of same, we have assumed, without
independent investigation, the authenticity of all such Documents, the power,
authority and legal right of all parties thereto to enter into and perform their
respective obligations under the said Documents and the due authorization,
execution and delivery of the said Documents by all of the parties to those
Documents to which they are a party. We have also assumed the accuracy and
completeness of all factual representations made in the Documents.

Based upon and subject to the foregoing we are of the opinion that the summary
set forth under the heading "Taxation of Teekay -- Bahamian Taxation" in the
Prospectus forming a part of the Registration Statement is accurate and
describes the Bahamian tax consequences expected to be relevant to the
prospective initial purchasers of the Senior Notes Due 2011 offered pursuant to
the Prospectus.

We hereby consent to the use of our name in the Registration Statement and in
the related Prospectus as the same appears under the captions "Taxation of
Teekay -- Bahamian Taxation" and "Legal Matters," and to the use of this opinion
as an exhibit to the Registration Statement.

Our opinion expressed above is limited to the laws of the Commonwealth of The
Bahamas as in effect on the date hereof. Insofar as the Registration Statement
and the related Prospectus are expressed to be governed by any other system of
law, we have assumed with your approval the validity and enforceability of same
under the applicable system of law.

<PAGE>

This opinion is solely for the benefit of and may be relied upon by Teekay. This
opinion may not be relied upon by any other person or entity without the prior
written approval of the undersigned.

Yours faithfully,
GRAHAM, THOMPSON & CO.


/s/ Gilbert A. Ward


PER: Gilbert A. Ward


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.5
<SEQUENCE>9
<FILENAME>o06225ex8-5.txt
<DESCRIPTION>OPINION OF APPLEBY, SPURLING & KEMPE
<TEXT>
<PAGE>

                                                                     EXHIBIT 8.5

Appleby Spurling & Kempe
Barristers & Attorneys

                                                       JK/rt/6860.18

Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda  Your Ref:
Mail: PO Box HM 1179, Hamilton HM EX, Bermuda          Direct Tel: +441 298 3559
Telephone:  441 295 2244                               Direct Fax: +441 298-4154
Fax: 441 292 8666/441 295 5328                         Our Ref:
e-mail:  askcorp@ask.bm                                Direct e-mail:
                                                       cknight@ask.bm

Website: www.ask.bm
www.justaskinc.bm

                                                                 10 January 2002


Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59213
Nassau
COMMONWEALTH OF THE BAHAMAS

TEEKAY SHIPPING CORPORATION (THE "COMPANY") AND
BONA SHIPHOLDING LTD. (THE "BERMUDA SUBSIDIARY")

Dear Sirs:

We have acted as legal counsel in Bermuda to the Company and the Bermuda
Subsidiary and have been requested to provide this opinion to you in connection
with the draft Registration Statement (as defined in the Schedule to this
opinion).

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents").

ASSUMPTIONS

In stating our opinion we have assumed:

(a)      the authenticity, accuracy and completeness of all Documents and other
         documentation examined by us submitted to us as originals and the
         conformity to authentic original documents of all Documents and other
         such


Bermuda * Hong Kong with affiliates in the Isle of Man, Jersey, Guernsey, the
British Virgin Islands and Cayman Islands

<PAGE>

         documentation submitted to us as certified, conformed, notarized, faxed
         or photostatic copies;

(b)      that each of the Documents and all other such documentation which was
         received by electronic means is complete, intact and in conformity with
         the transmission as sent;

(c)      the genuineness of all signatures on the Documents;

(d)      the authority, capacity and power of each of the persons signing the
         Documents;

(e)      that any representation, warranty or statement of fact or law, other
         than as to the laws of Bermuda, made in any of the Documents is true,
         accurate and complete;

(f)      that the Bermuda Subsidiary is not carrying on investment business in
         or from within Bermuda under the provisions of the Investment Business
         Act 1998 as amended from time to time; and

(g)      that, when completed, signed and delivered, the Registration Statement
         will be in a form which does not differ in any material respect from
         the draft which we have examined for the purposes of this opinion.

OPINION

Based upon and subject to the foregoing and subject to the reservation set out
below and to any matters not disclosed by us, we are of the opinion that the
statements in the Prospectus that forms part of the Registration Statement under
the captions "Taxation of Teekay -- Bermuda Transaction" insofar as they purport
to describe the provisions of the laws of Bermuda referred to therein or legal
conclusions with respect thereto, have been reviewed by us and are accurate and
correct in all material respects and fairly present the information disclosed in
all material respects.

RESERVATION

We have the following reservation:

We express no opinion as to any law other than Bermuda law and the opinion
expressed herein does not relate to compliance with or matters governed by the
laws

<PAGE>

of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as
applied by the Courts of Bermuda at the date hereof.

DISCLOSURE

We consent to the reference of our Firm under the captions "Taxation of Teekay -
Bermuda Taxation" and "Legal Matters" in the Registration Statement and the
related Prospectus, and to the use of this opinion as an exhibit to the
Registration Statement. This consent may be incorporated by reference in any
registration statement of the Company filed pursuant to the United States
Securities Act of 1933, as amended, in connection with the exchange offer of the
Notes.

This opinion speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable law or the existing facts or circumstances should change. This
opinion is governed by and is to be construed in accordance with Bermuda Law. It
is given on the basis that it will not give rise to any legal proceedings with
respect thereto in any jurisdiction other than Bermuda.

This opinion is solely for the benefit of and may be relied upon by the Company.
This opinion may not be relied upon by any other person or entity without the
prior written approval of the undersigned.

Yours faithfully,

/S/ Appleby Spurling & Kemp

APPLEBY SPURLING & KEMPE


<PAGE>



                                    SCHEDULE

1.       A certified copy of the "TAX ASSURANCE", dated 21 September 1990,
         issued by the Registrar of Companies for the Minister of France in
         relation to the Bermuda Subsidiary.

2.       A draft Registration Statement dated 9 January 2002 on Form F-4 and
         related Prospectus (the "REGISTRATION STATEMENT") to be filed by the
         Company with the Securities and Exchange Commission pursuant to The
         Securities Act of 1933 of the United States of America, as amended, and
         the rules and regulations thereunder, prepared in connection with the
         exchange offer of US $100 million Senior Notes of the Company (the
         "NOTES").


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.6
<SEQUENCE>10
<FILENAME>o06225ex8-6.txt
<DESCRIPTION>OPINION OF BUGGE, ARENTZ-HANSEN & RASMUSSEN
<TEXT>
<PAGE>

                                                                     EXHIBIT 8.6

BAHR

Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road

P.O. Box AP-59213
Nassau
COMMONWEALTH OF THE BAHAMAS

Your ref:     Our ref:          Lawyer in charge:         Date:
              Docs #1564/jfl    Rolf Johan Ringdal        Oslo, 11 January 2002


REGISTRATION STATEMENT ON FORM F-4 - NORWEGIAN LEGAL OPINION

We act as special Norwegian counsel for Teekay Shipping Corporation (the
"Company") in matters pertaining to Norwegian law in connection with the
Registration Statement on Form F-4 filed by the Company (the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder, in
connection with the exchange offering by the Company of an aggregate principal
amount of $1,000,000,000 of the Company's 8.875% Senior Notes due 2011 (the
"Notes"). The Notes are being issued under a supplemental indenture dated
December 6, 2001 to the indenture dated as of June 22, 2001 (collectively, the
"Indenture") between the Company and the Bank of New York Trust Company
(formerly U.S. Trust Company of Texas, N.A.), as trustee. You have asked us to
render our opinion as to the matters set forth.

For the purpose of rendering this opinion we have examined the Registration
Statement, the prospectus which forms part of the Registration Statement (the
"Prospectus") and such publicly available documents in relation to the corporate
existence of Ugland Nordic Shipping ASA ("UNS"), Ugland Nordic Investment AS
(together, the "Corporations"), KS Nordic Laurita, KS Bona Fortuna, KS Bona
Freighter, KS Nordic Akarita and KS Nordic Apollo (collectively, the
"Partnerships", and, together with the Corporations, the "Companies") as we have
deemed necessary.


<PAGE>


In rendering this opinion, we have assumed that documents submitted to us as
copies conform to the originals thereof, and all signatures thereon are
authentic.

We express no opinion as to the laws of any jurisdiction other than those of the
Kingdom of Norway in force and effect as at the date hereof.

Based on the foregoing and subject to the qualifications set out herein, we are
of the opinion that the statements in the Prospectus under the captions
"Taxation of Teekay - Norwegian Taxation" insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred to therein,
fairly present the information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters referred to therein.

We consent to the reference to our Firm under the captions "Taxation of Teekay -
Norwegian Taxation" and "Legal Matters" in the Registration Statement and the
related Prospectus, and to the use of this opinion as an exhibit to the
Registration Statement.

The Opinions given herein are as of the date hereof, and we assume no obligation
to update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or to any changes in law which may occur.

This Opinion is strictly limited to the matters set out above, and is not to be
extended by implication to any other matters. This Opinion is furnished by us
for the benefit of the Company and may not be relied upon by any other person or
entity for any other purpose without the prior written permission of the
undersigned.

Yours sincerely,

BUGGE, ARENTZ-HANSEN & RASMUSSEN

/s/ Rolf Johan Ringdal

Rolf Johan Ringdal



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>11
<FILENAME>o06225ex12-1.txt
<DESCRIPTION>EARNINGS TO FIXED CHARGES RATIO STATEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 12.1
                   Statement Regarding Computation of Ratios
                          Teekay Shipping Corporation
               Computation of Ratio of Earnings to Fixed Charges
                          (In Thousands Except Ratios)

<TABLE>
<CAPTION>
                                                                  Nine Months Ended September 30,
                                                              ----------------------------------------   Pro Forma
                                                              Pro Forma                                   Dec. 31,
                                                                2001           2001           2000          2000
                                                             (unaudited)    (unaudited)    (unaudited)   (unaudited)
                                                              ----------    ------------   -----------   -----------
<S>                                                               <C>             <C>          <C>        <C>
Fixed Charges:
      Interest expense and amortization of deferred
        financing costs                                           57,808          50,944       57,287     106,500
      Capitalized interest                                         1,547           1,062           --         474
                                                                 -------         -------      -------     -------

      Total Fixed Charges (A)                                     59,355          52,006       57,287     106,974
                                                                 -------         -------      -------     -------
Earnings:
    Net income (loss)                                            305,317         305,321      147,538     265,554
    Add  (deduct):
      Extraordinary items                                             --              --           --          --
      Income taxes                                                 7,328           6,813        1,500       6,016
      Minority interest expense                                    4,211           3,125        1,104       3,546
      Equity income                                              (16,867)        (16,292)      (5,294)    (11,786)
      Interest expense and amortization of deferred
        financing costs                                           57,808          50,944       57,287     106,500
      Amortization of capitalized interest                         1,024             982          748         893
                                                                 -------         -------      -------     -------
      Total Earnings Available To Cover Fixed Charges (B)        358,821         350,893      202,883     370,723
                                                                 -------         -------      -------     -------
Ratio of Earnings to Fixed Charges (B/A)                             6.1x            6.8x         3.6x        3.5x
                                                                 =======         =======      =======     =======
</TABLE>




<TABLE>
<CAPTION>
                                                                                  Fiscal Years Ended
                                                             ---------------------------------------------------------------
                                                                Dec. 31,       Dec. 31,      Mar. 31,   Mar. 31,    Mar. 31,
                                                                  2000           1999          1999       1998        1997
                                                              ----------      ---------      --------   --------    --------
<S>                                                               <C>            <C>           <C>        <C>         <C>
Fixed Charges:
      Interest expense and amortization of deferred
        financing costs                                           74,540         44,996        44,797     56,269      60,810
      Capitalized interest                                            --          1,710         3,018        283         232
                                                                 -------         ------       -------    -------     -------
      Total Fixed Charges (A)                                     74,540         46,706        47,815     56,552      61,042
                                                                 -------         ------       -------    -------     -------
Earnings:
    Net income (loss)                                            270,020       (19,595)        45,406     70,504      42,630

    Add  (deduct):
      Extraordinary items                                             --             --         7,306         --          --
      Income taxes                                                   999          1,500         1,900         --          --
      Minority interest expense                                    1,874             --            --         --          --
      Equity income                                               (9,546)          (721)           --         --          --

      Interest expense and amortization of deferred
        financing costs                                           74,540         44,996        44,797     56,269      60,810
      Amortization of capitalized interest                           999            668         1,146      1,135       1,119
                                                                 -------         ------       -------    -------     -------
      Total Earnings Available To Cover Fixed Charges (B)        338,886         26,848       100,555    127,908     104,559
                                                                 -------         ------       -------    -------     -------
Ratio of Earnings to Fixed Charges (B/A)                             4.6x           0.6x          2.1x       2.3x        1.7x
                                                                 =======         ======       =======    =======     =======
</TABLE>











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>12
<FILENAME>o06225ex15-1.txt
<DESCRIPTION>LETTER FROM ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 15.1

January 11, 2002

Board of Directors
Teekay Shipping Corporation





We are aware of the incorporation by reference in the Registration Statement
(Form F-4 No. 33-00000) of Teekay Shipping Corporation for the registration of
$100,000,000 Senior Notes due 2011 of our reports dated April 26, 2001, July 19,
2001 (except for note 13, which is as of August 1, 2001) and October 11, 2001,
relating to the unaudited consolidated interim financial statements of Teekay
Shipping Corporation that are included in its Forms 6K for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001.

Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.


                                                           /s/ Ernst & Young LLP
                                                           Chartered Accountants

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>13
<FILENAME>o06225ex21-1.txt
<DESCRIPTION>LIST OF SIGNIFICANT SUBSIDIARIES
<TEXT>
<PAGE>


                                                                    EXHIBIT 21.1


The following is a list of the of Company's significant subsidiaries as at
December 31, 2001.

                                      NAME OF STATE OR           PROPORTION OF
SIGNIFICANT                           JURISDICTION OF            OWNERSHIP
SUBSIDIARY                            INCORPORATION              INTEREST
- -----------                           ----------------           --------------
BONA SHIPHOLDING LTD.                 BERMUDA                    100%

SINGLE SHIP COMPANIES (3)             AUSTRALIA                  100%

SINGLE SHIP LIMITED
LIABILITY COMPANIES (46)              MARSHALL ISLANDS           100%

SOPONATA TEEKAY LIMITED               BERMUDA                     50%

TEEKAY CHARTERING LIMITED             MARSHALL ISLANDS           100%

TEEKAY SHIPPING LIMITED               BAHAMAS                    100%

UGLAND NORDIC SHIPPING ASA            NORWAY                     100%


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.7
<SEQUENCE>14
<FILENAME>o06225ex23-7.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.7

                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS






We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form F-4 No. 33-00000) and related Prospectus of Teekay
Shipping Corporation ("Teekay") for the registration of $100,000,000 of its
Senior Notes due 2011 and to the incorporation by reference therein of our
report dated February 16, 2001 (except for note 13 which is as of March 6,
2001), with respect to the consolidated financial statements and schedule of
Teekay and its subsidiaries included in its Annual Report (Form 20-F), for the
fiscal year ended December 31, 2000, filed with the Securities and Exchange
Commission.


Nassau, Bahamas,                                               /s/ Ernst & Young
January 16, 2002.                                          Chartered Accountants


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.8
<SEQUENCE>15
<FILENAME>o06225ex23-8.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.8


[Deloitte & Touche Letterhead]


INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement and related prospectus of
Teekay Shipping Corporation's Senior Notes due 2011 of our report dated March
28th, 2001 relating to the financial statement of Ugland Nordic Shipping ASA.

We also consent to the reference to us under the heading "Experts" in such
prospectus.





/s/ DELOITTE & TOUCHE STATSAUTORISERTE REVISORER AS.

Tonsberg, Norway
January, 7th 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>16
<FILENAME>o06225ex25-1.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELEGIBILITY
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.1

================================================================================


                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [  ]

                                   ----------


               THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.

               (Exact name of trustee as specified in its charter)

                                                 59-2283428
(State of incorporation                          (I.R.S. employer
if not a U.S. national bank)                     identification no.)

800 Brickell Avenue
Suite 300
Miami, Florida                                   33131
(Address of principal executive offices)         (Zip code)

                                   ----------

                           Teekay Shipping Corporation
               (Exact name of obligor as specified in its charter)

Republic of the Marshall Islands                 N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

TK House, Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59213, Nassau
Commonwealth of the Bahamas                      N/A
(Address of principal executive offices)         (Zip code)

                                   ----------
                      8.875% Senior Notes due July 15, 2011

                       (Title of the indenture securities)


================================================================================

<PAGE>


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (A)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

         -----------------------------------------------------------------------
                  Name                                      Address
         -----------------------------------------------------------------------
         Comptroller of the Currency
         United States Department of the Treasury      Washington, D.C. 20219

         Federal Reserve Bank                          Atlanta, Georgia 30309


         Federal Deposit Insurance Corporation         Washington, D.C. 20429

         (B)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the articles of association of The Bank of New York
                  Trust Company of Florida, N.A.

         2.       A copy of certificate of authority of the trustee to commence
                  business.

         3.       A copy of the authorization of the trustee to exercise
                  corporate trust powers.

         4.       A copy of the existing by-laws of the trustee.

         6.       The consent of the trustee required by Section 321(b) of the
                  Act.

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



                                     - 2 -

<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Act, the trustee, The Bank of New
York Trust Company of Florida, N.A., a corporation organized and existing under
the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of Jacksonville, and State of Florida, on the 16th
day of January, 2002.

                                 THE BANK OF NEW YORK TRUST
                                 COMPANY OF FLORIDA, N.A.

                                 By:    /S/ JOHN GUILIANO
                                    --------------------------------------------
                                 Name:  John Guiliano
                                 Title: Authorized Signer



<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Act, the trustee, The Bank of New
York Trust Company of Florida, N.A., a corporation organized and existing under
the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of Jacksonville, and State of Florida, on the 16th
day of January, 2002.

                                 THE BANK OF NEW YORK TRUST
                                 COMPANY OF FLORIDA, N.A.

                                 By:    /S/ JOHN GUILIANO
                                    --------------------------------------------
                                 Name:  JOHN GUILIANO
                                 Title: AUTHORIZED SIGNER


                                     - 3 -

<PAGE>


                                                                       EXHIBIT 1

                              AMENDED AND RESTATED
                            ARTICLES OF ASSOCIATION
                                       OF
                              THE BANK OF NEW YORK
                 TRUST COMPANY OF FLORIDA, NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------

For the purpose of organizing an association to carry on the business of
banking of a national association, the undersigned do enter the following
Amended and Restated Articles of Association:

     FIRST. The title of this association shall be The Bank of New York Trust
Company of Florida, National Association (the "Association").

     SECOND. The main office of the Association shall be in the City of Miami,
County of Dade, State of Florida. The general business of the Association shall
be conducted at its main office and its branches.

     THIRD. The Board of Directors of the Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. Each director, during the full term of his directorship, shall own a
minimum of $1,000 par value of the capital stock of the Association, or an
equivalent interest, as determined by the Comptroller of the Currency, in any
Company which controls the Association within the meaning of the applicable
laws of the United States. Any vacancy in the Board of Directors may be filled
by action of the Board of Directors.

     FOURTH. There shall be an annual meeting of the shareholders the purposes
of which shall be the election of directors and the transaction of whatever
other business may be brought before said meeting. It shall be held at the main
office or other convenient place as the Board of Directors may designate, on
the day of each year specified therefor in the By-laws, but if no election is
held on such day, it may be held on any subsequent day according to such lawful
rules as may be prescribed by the Board of Directors.

     Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of capital
stock of the Association entitled

<PAGE>


                                     - 2 -


to vote for the election of directors. Nominations, other than those made by or
on behalf of the existing management of the Association, shall be made in
writing and shall be delivered or mailed to the President of the Association
and to the Comptroller of the Currency, Washington, D.C., not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Association and to the Comptroller of the
Currency not later than the close of business on the seventh day following the
day on which the notice of meeting was mailed. Such notification shall contain
the following information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee, (c) the total number of shares of capital stock of
the Association that will be voted for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares of
capital stock of the Association owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon the chairman's
instructions, the vote tellers may disregard all votes cast for each such
nominee.

     FIFTH. The authorized amount of capital stock of the Association shall be
15,000 shares of common stock of a par value of FIFTY DOLLARS ($50) each, but
said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.

     No holder of shares of any class of the capital stock of the Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of capital stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued, or sold, nor any right of subscription to any thereof other than such,
if any, as the Board of Directors in its discretion may from time to time
determine and at such price as the Board of Directors may from time to time fix.

     The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of
the shareholders.

     SIXTH. The Board of Directors shall appoint one of its members President
of the Association, who shall be Chairman of the Board, unless the Board
appoints another director to be Chairman. The Board of Directors shall have the
power to appoint one or more Vice Presidents; and to appoint a Secretary and
such other officers and employees as may be required to transact the business
of the Association.
<PAGE>
                                      -3-

     The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs
of the Association; to make all By-laws that it may be lawful for them to make;
and in general to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

     SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any authorized branch location within the limits of Miami,
Florida upon written notice to the Comptroller of the Currency, or with a vote
of the shareholders owning two-thirds of the capital stock of the Association
and upon receipt of a certificate of approval from the Comptroller of the
Currency, to any other location within or outside the limits of Miami, Florida,
but not more than 30 miles beyond such limits; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

     EIGHTH. The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.

     NINTH. The Board of Directors of the Association, or any three or more
shareholders owning, in the aggregate, not less than 25 percent of the stock of
the Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten days
prior to the date of such meeting to each shareholder of record at his address
as shown upon the books of the Association.

     TENTH. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suite or proceeding, civil or criminal,
to which he or they shall be made a party by reason of being or having been a
director, officer, or employee of the Association or of any firm, corporation,
or organization which he or they served in any such capacity at the request of
the Association; provided, however that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he or they shall finally be adjudged to have been guilty of or liable for
gross
<PAGE>
                                     - 4 -

negligence, willful misconduct or criminal acts in the performance of his
duties for the Association; and provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of
record of a majority of the outstanding shares of the Association, or the
Board of Directors, acting by vote of directors not parties to the same or
substantially the same action, suit, or proceeding constituting a majority of
the whole number of directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law.

     The Association may, upon the affirmative vote of a majority of its Board
of Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the
benefit of all directors, officers, or employees.

     ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of the Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.

     IN WITNESS WHEREOF, we have signed this Amended and Restated Articles of
Association this 18th day of January, 1985.

                                                       THE BANK OF NEW YORK
                                                           COMPANY, INC.

                                                       By: /s/ Robert J. Goebert
                                                           ---------------------
                                                           Robert J. Goebert
                                                           Secretary
<PAGE>
                                                                       EXHIBIT 2

[LOGO]

- -------------------------------------------------------------------------------
   Comptroller of the Currency
   Administrator of National Banks
- -------------------------------------------------------------------------------
   Southeastern District
   Peachtree Cain Tower, Suite 2700
   229 Peachtree Street, N.E.
   Atlanta, Georgia 30303

   June 20, 1983

   Mr. Robert E. Keilman
   Deputy Comptroller
   The Bank of New York Company, Inc.
   48 Wall Street
   New York, New York 10005

   Re:  The Bank of New York Trust Company of Florida, National Association (In
        Organization). Miami, Florida

   Dear Mr. Keilman:

   We have completed our review of your organizational documents and have
   determined that all conditions of preliminary approval have been met. The
   Washington Office of the Comptroller of the Currency has been requested to
   issue a certificate of authority which will grant your bank permission to
   commence business as a National Trust Company on June 20, 1983. The
   certificate will be mailed to you at a later date.

   You may consider this letter as authority to commence the business of
   banking on the date you have chosen unless otherwise notified by this Office
   or Bank Organization and Structure of the Washington Office. Questions you
   may have should be directed to the undersigned at (404) 221-3792.

   Very truly yours,

   /s/ Deborah P. Bailey
   Deborah P. Bailey
   Regional Director for Corporate
      Activities
<PAGE>
[LOGO]
                                                                       EXHIBIT 3

- --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- --------------------------------------------------------------------------------

Washington, D.C. 20219


July 26, 1983


Mr. William H. Geiger
President
Bank of New York Trust Company
  of Florida, National Association
800 Brickell Avenue, Suite 1415
Miami, Florida 33131


Dear Mr. Geiger:

There is transmitted herewith a certificate indicating the fiduciary powers
which the "Bank of New York Trust Company of Florida, National Association,"
Miami, Florida was authorized to exercise and which became effective upon its
commencement of business as a national trust company on June 20, 1983. The
fiduciary powers are granted under the authority of the Act of Congress
approved September 28, 1962, 76 Stat. 668, 12 USC 92a.

The Board of Directors is requested to pass a resolution adopting the
application for permission to exercise fiduciary powers. A certified copy of
the resolution as passed should then be forwarded to this Office.

National Trust Companies are governed in the exercise of their fiduciary powers
by Regulation 9, a copy of which is enclosed. The officers of your trust
department should be thoroughly familiar with Regulation 9.

Through the adoption of bylaws or resolutions, or the amendment of existing
bylaws or resolutions, provision for the establishment and administration of
the trust department should be made in accordance with the requirements of
Regulation 9. Section 7 of Regulation 9 places on the Board of Directors
responsibility for the proper exercise of the bank's fiduciary powers, but
leaves to that body full discretion as to whether it shall directly supervise
the administration of all such powers or assign supervisory and/or
administrative duties to individuals or committees. Except for the directors'
audit committee, which must be appointed in conformity with the requirements of
Section 9 of Regulation 9, it is not necessary that any specific committee be
appointed. If other committees are appointed however, these functions should be
outlined in reasonable detail in the bylaws or resolutions of the Board.
<PAGE>

                                      -2-

Unless already covered by bylaws or resolutions, the following matters should
also be provided for:

     (a) the appointment of a principal trust officer or officers and
         delineation of the duties involved, or otherwise specifically
         indicating the means by which the activities of the trust department
         will be directed.

     (b) the pledging of securities to secure trust funds on deposit in the bank
         as required by 12 CFR 9.10(b).

     (c) the designation of the officers or employees responsible for custody of
         the trust investments in conformity with 12 CFR 9.13(a).

     (d) the pledging of securities with state authorities where required by
         local law, per 12 CFR 9.14.

For your consideration and assistance in drafting suitable amendments to the
bylaws or resolutions of the Board, having reference to the appointment of
trust officer(s) and committee(s), there is enclosed a copy of Form CC 7029-05,
suggested National Bank Bylaws. Your attention is invited to Article V of this
form which has particular reference to the trust department. Form CC 7029-05
contains no provisions having reference to items designated (b), (c) and (d) in
the preceding paragraph, inasmuch as it is customary for such matters to be
covered in resolutions of the Board of Directors.

As indicated, it is immaterial to this Office whether provisions for the
establishment and administration of the trust department appear in the bylaws,
or in the resolutions of the Board, or partly in bylaws and partly in
resolutions. When such provisions have been adopted, a copy thereof should be
furnished to the trust officer(s) for guidance and a copy forwarded to this
Office.

Under separate cover, a copy of the Comptroller's Handbook for National Trust
Examiners will be mailed to you.

Please acknowledge receipt of this letter and advise us of the action you
propose to take in regard to the bylaws or resolutions providing for the
establishment and administration of the trust department.

Sincerely,


/s/ Donald R. Johnson
- ---------------------------
Donald R. Johnson
Director for Trust Examinations

Enclosures
<PAGE>

                          COMPTROLLER OF THE CURRENCY

                    TREASURY DEPARTMENT [LOGO] OF THE UNITED STATES

                                Washington, D.C.


     WHEREAS, THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, NATIONAL
ASSOCIATION, located in Miami, State of Florida, being a National Banking
Association, organized under the statues of the United States, has made
application for authority to act as fiduciary;

     AND WHEREAS, applicable provisions of the statues of the United States
authorize the grant of such authority;

     NOW THEREFORE, I hereby certify that the necessary approval has been given
and that the said association is authorized to act in all fiduciary capacities
permitted by such statues.

                                        IN TESTIMONY WHEREOF, witness my
                                        signature and seal of Office this
                                        twentieth day of June, 1983.

[SEAL LOGO]                             C.T. Conover

                                        Comptroller of the Currency



                               Charter No. 17871
<PAGE>

                                                                       EXHIBIT 4

Amended June 18, 1992,
January 21, 1994, July 25, 1996,
May 1, 1997 and May 4, 2001


                                    BY-LAWS
                                       OF
              THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.


                                   ARTICLE I
                                    Offices

     Section 1.1 The principal office of the Association shall be located in the
City of Miami, County of Dade, State of Florida.

     Section 1.2 The Association may also have offices at such other places
either within or without the State of Florida as the Board of Directors may
from time to time determine, or the business of the Association may require.


                                   ARTICLE II
                             Amended Jan. 21, 1994
                            Meetings of Shareholders

     Section 2.1 Annual Meeting. The regular annual meeting of the
shareholders, for the election of directors and transaction of whatever other
business as may properly come before the meeting shall be held on January 15th
of each year or, in case the date for the annual meeting shall fall on a public
holiday, such meeting shall be held on the next succeeding business day either
within or without the State of Florida as may be determined by the Board of
Directors.

     Notice of such meeting shall be mailed, postage prepaid, at least ten days
prior to the date thereof, addressed to each shareholder at the address
appearing on the books of the Association.

     Section 2.2. Action of Shareholders Without a Meeting. Any action required
to be taken at a meeting of the Shareholders or any action which may be taken
at a meeting of the Shareholders may be taken without a meeting if a consent in
writing setting forth the action so to be taken is signed by a majority of all
shares held and entitled to vote, and is filed in the minutes of the
proceedings of the Association. Such consent shall have the same effect as a
unanimous vote of the shareholders.

     Section 2.3. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or the holders of a majority of all
shares entitled to vote. Every such special meeting, unless otherwise provided
by law, shall be called by mailing a notice, postage prepaid, not less than ten
days prior to the date fixed for such meeting, to each shareholder of record
entitled to vote.

     Section 2.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be



<PAGE>

valid only for one meeting, to be specified therein, and any adjournments of
such meeting. Proxies shall be dated and filed with the records of the meeting.

     Section 2.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                  ARTICLE III
                                   Directors

     Section 3.1. Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have the power to manage and administer the
business and affairs of the Association. Except as expressly limited by law,
all corporate powers of the Association shall be vested in and may be exercised
by said Board.

     Section 3.2. Number. The Board shall consist of not less than five nor
more than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which: (i) exceeds by more than
two the number of directors last elected by shareholders where such number
was fifteen or less, and (ii) to a number which exceeds by more than four the
number of directors last elected by shareholders where such number was sixteen
or more, but in no event shall the number of directors exceed twenty-five.

     Section 3.3. Term of Office. Directors shall hold office until the next
annual meeting of shareholders and until their successors are duly elected and
qualified.

     Section 3.4. Organization Meeting. The Secretary, upon determining the
result of any election, shall notify the directors-elect of their election and
request that the Board convene for the purpose of organizing the new Board and
electing officers of the Association for the succeeding year. Such meeting
shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereof. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors present may adjourn
the meeting, from time to time, until a quorum is obtained.

     Section 3.5. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places either within or without the State of Florida and at
such times as the Board may from time to time determine. Each member of the
Board shall be given notice stating the time and place by telephone, letter, or
in person.


                                       2
<PAGE>


     Section 3.6. Special Meetings. Special Meetings of the Board may be called
by the Chairman of the Association, or, upon the written request of any two
directors or by the President. Each member of the Board shall be given notice
stating the time and place, by telephone, letter, or in person. Special meetings
may be held either within or without the State of Florida as determined by the
Board.

     Section 3.7. Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. Except as otherwise required by law, the
Articles of Association, or these By-laws, the vote of a majority of the
directors present at a meeting at the time of such vote, if a quorum is
present, shall be the act of the Board.

     Section 3.8. Removal. Any one or more of the directors may be removed for
cause by action of the Board. Any or all of the directors may be removed with
or without cause by vote of the shareholders.

     Section 3.9. Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any Regular Meeting of
the Board, at any Special Meeting of the Board or by Unanimous Written Consent
of the remaining members of the Board.

     Section 3.10. Compensation. Members of the Board, except members who are
officers of the Association or any of its affiliates, shall be entitled to
receive such compensation and such fees for attendance as the Board shall fix
from time to time.

     Section 3.11. Telephone Participation. Directors may participate in a
meeting of the Board or any committee designated by the Board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

     Section 3.12. Action Without a Meeting. Any action required to be taken at
a meeting of the Board or any action which may be taken at a meeting of the
Board or a committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, signed by all of the
Directors, or all the members of the committee, as the case may be, is filed in
the minutes of the proceedings of the Board or of the committee. Such consent
shall have the same effect as a unanimous vote.


                                   ARTICLE IV
                             Officers and Employees

     Section 4.1. Chairman. The Board of directors shall appoint one of its
members to be Chairman of the Board. Such person shall preside at all meetings
of the Board of Directors; shall have general executive powers, as well as
specific powers conferred by these By-laws; shall, in the absence of the Chief
Executive Officer, perform all the duties of the Chief Executive Officer; and
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned by the Board.

     Section 4.2. Chief Executive Officer. The Board of Directors shall appoint
one of its members to be Chief Executive Officer of the Association. The Chief
Executive Officer shall supervise the carrying


                                       3
<PAGE>


out of the policies adopted or approved by the Board; shall be the senior and
principal executive officer of the Association; shall have general executive
powers, as well as the specific powers conferred by these By-laws; shall, in the
absence of the Chairman, perform all the duties of the Chairman; and shall also
have and may exercise such further powers and duties as from time to time may be
conferred upon or assigned by the Board.

     Section 4.3. President. The Board shall appoint one of its members to be
President of the Association. In the absence of the Chairman and the Chief
Executive Officer, the President shall preside at any meeting of the Board.
Subject to the senior executive powers of the Chief Executive Officer, the
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice,
to the office of President, or imposed by these By-laws. The President shall
have and may exercise such further powers and duties as from time to time may
be conferred or assigned by the Board.

     Section 4.4. Vice President. The Board may appoint one or more Senior Vice
Presidents and one or more Vice Presidents. Each Senior Vice President or Vice
President shall have powers and duties as may be assigned by the Board. One
Senior Vice President shall be designated by the Board, in the absence of the
President, to perform all the duties of the President.

     Section 4.5. Secretary. The Board shall appoint a person who shall be
Secretary of the Board and of the Association, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all notices
required by these By-laws to be given; shall be custodian of the corporate
seal, records, documents and papers of the Association; shall provide for the
keeping of proper records of all transactions of the Association; shall have
and may exercise any and all other powers and duties pertaining by law,
regulation or practice, or imposed by these By-laws; and shall also perform
such other duties as may be assigned from time to time by the Board.

     Section 4.6. Assistant Secretary. The Assistant Secretary or, if there be
more than one, the Assistant Secretaries in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     Section 4.7. Treasurer and Comptroller. The Board may appoint a Treasurer
and Comptroller, which offices may be filled by one person. The Treasurer and
Comptroller shall be responsible for the financial management and reporting for
the Association.

     Section 4.8. Auditor. The Board may appoint an Auditor. The Auditor shall
be responsible for the auditing of the activities of the Association.

     Section 4.9. Other Officers. The Board or the Chairman may appoint one or
more Assistant Vice Presidents, one or more Assistant Secretaries or Assistant
Treasurers and such other officers and Attorneys-in-fact as from time to time
may appear to the Board to be required or desirable to transact the business of
the Association. Such officers shall respectively exercise such powers and
perform such duties as pertain to their several offices, or as may be conferred
upon, or assigned to, them by the Board.

     Section 4.10. Tenure of Office. The President and all other officers shall
hold office for the current year for which the Board was elected, unless they
shall resign, become disqualified, or be


                                       4
<PAGE>
removed; and any vacancy occurring in the offices of the Chief Executive
Officer or the President shall be filled promptly by the Board.


                                   ARTICLE V
                              SIGNING AUTHORITIES
                              Amended May 1, 1997
                          Further Amended May 4, 2001


     SECTION 5.1.  Real Property.  Real property owned by the Association in its
own right shall not be deeded, conveyed, mortgaged, assigned or transferred
except when duly authorized by a resolution of the Board. The Board may from
time-to-time authorize officers to deed, convey, mortgage, assign or transfer
real property owned by the Association in its own right with such maximum values
as the Board may fix in its authorizing resolution.

     SECTION 5.2.  Senior Signing Powers.  Subject to the exception provided in
Section 5.1, the Chairman, the President, any Vice Chairman of the Board, any
Senior Executive Vice President, any Executive Vice President, any Senior Vice
President, or any Managing Director is authorized to accept, endorse, execute or
sign any document, instrument or paper in the name of, or on behalf of, the
Association in all transactions arising out of, or in connection with, the
normal course of the Association's business or in any fiduciary, representative
or agency capacity and, when required, to affix the seal of the Association
thereto. In such instances as in the judgment of the Chairman, the President,
any Vice Chairman of the Board, any Senior Executive Vice President or any
Executive Vice President may be proper and desirable, any one of said officers
may authorize in writing from time-to-time any other officer to have the powers
set forth in this section applicable only to the performance or discharge of the
duties of such officer within his or her particular division or function. Any
officer of the Association authorized in or pursuant to Section 5.3 to have any
of the powers set forth therein, other than the officer signing pursuant to this
Section 5.2, is authorized to attest to the seal of the Association on any
documents requiring such seal.

     SECTION 5.3.  Limited Signing Powers.  Subject to the exception provided in
Section 5.1, in such instances as in the judgment of the Chairman, the
President, any Vice Chairman of the Board, any Senior Executive Vice President,
or any Executive Vice President may be proper and desirable, any one of said
officers may authorize in writing from time-to-time any other officer, employee
or individual to have the limited signing powers or limited power to affix the
seal of the Association to specified classes of documents set forth in a
resolution of the Board applicable only to the performance or discharge of the
duties of such officer, employee or individual within his or her division or
function.

     SECTION 5.4.  Powers of Attorney.  All powers of attorney on behalf of the
Association shall be executed by any officer of the Association jointly with the
Chairman of the Board, the President, any Vice Chairman, any Senior Executive
Vice President, any Executive Vice President, any Senior Vice President or any
Managing Director. Any such power of attorney may, however, be executed by any
officer or officers or person or persons who may be specifically authorized to
execute the same by the Board of Directors.

     SECTION 5.5.  Auditor.  The Auditor or any officer designated by the
Auditor is authorized to certify in the name of, or on behalf of the
Association, in its own right or in a fiduciary or representative

                                       5
<PAGE>


capacity, as to the accuracy and completeness of any account, schedule of
assets, or other document, instrument or paper requiring such certification.


                                   ARTICLE VI
                      Trust Administration and Investment

     Section 6.1. Trust Investment Committee. The Board shall appoint a Trust
Investment Committee of not less than three and not more than seven members,
who shall be capable and experienced officers or directors of the Association.
All investments of funds held in a fiduciary capacity shall be made, retained
or disposed of only with the approval of the Trust Investment Committee; and
the Committee shall keep minutes of all its meetings, showing the disposition
of all matters considered and passed upon by it. The Committee shall, promptly
after the acceptance of an account for which the Association has investment
responsibilities, review the assets thereof to determine the advisability of
retaining or disposing of such assets. The Committee shall conduct a similar
review at least once during each calendar year thereafter and within fifteen
months of the last such review. A report of all such reviews, together with the
action taken as a result thereof, shall be noted in the minutes of the
Committee.

     Section 6.2. Trust Audit Committee. The Board shall appoint a committee of
not less than two Directors, exclusive of any active officer of the
Association, which shall, at least once during each calendar year and within
fifteen months of the last such audit, make suitable audits of the fiduciary
activities of the Association or cause suitable audits to be made by auditors
responsible only to the Board, and at such time shall ascertain whether the
fiduciary activities of the Association have been administered in accordance
with law, Part 9 of the Regulations of the comptroller of the Currency and
sound fiduciary principles.

     Section 6.3. Committees of the Board. In addition to the Committees
designated under Article VI of the By-laws, the Board may appoint, from time to
time, from its own members, other committees of one or more persons, for such
purposes and with such powers as the Board may determine.

     Section 6.4. Trust Records. Files shall be maintained which contain all
fiduciary records necessary to assure that the fiduciary responsibilities of
the Association have been properly undertaken and discharged.

     Section 6.5. Trust Investments. Funds held in a fiduciary capacity shall
be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest
under local law.


                                       6
<PAGE>
                                  ARTICLE VII
                          Stock and Stock Certificates

     Section 7.1 Transfer. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder
of such shares.

     Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the Chairman of the Board or the President (which may be engraved,
printed or impressed), and shall be signed manually or by facsimile process by
the Secretary, Assistant Secretary, or any other officer appointed by the Board
of Directors for that purpose, to be known as an Authorized Officer, and the
seal of the Association shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only
upon the books of the Association properly endorsed.

                                  ARTICLE VIII
                                 Corporate Seal
                              Amended May 1, 1997

     Section 8.1. The Seal. The Board shall provide a corporate seal for the
Corporation which may be affixed to any document, certificate or paper and
attested by such individuals as provided by those By-laws or as the Board may
from time-to-time determine.

                                   ARTICLE IX
                                 Miscellaneous

     Section 9.1. Fiscal Year. The fiscal year of the Association shall be the
calendar year.

     Section 9.2. Records. The Articles of Association, the By-laws and the
proceedings of all meetings of the shareholders, the Board and standing
committees of the Board, shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary
or Assistant Secretary or other officer appointed to act as Secretary of the
meeting.

     Section 9.3. Inspection of By-laws. A copy of the By-laws, with all
amendments thereto, shall at all times be kept in a convenient place at the
Principal Office of the Association, and shall be open for inspection to all
shareholders during banking hours.

     Section 9.4. Amendments. The By-laws may be amended, altered or repealed,
at any meeting of the Board, by a vote of a majority of the total number of the
Directors.


                                       7
<PAGE>


                                                                       EXHIBIT 6


                             CONSENT OF THE TRUSTEE


     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of Teekay Shipping
Corporation 8.875% Senior Notes due July 15, 2011, The Bank of New York Trust
Company of Florida, N.A., hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

                                        THE BANK OF NEW YORK TRUST
                                        COMPANY OF FLORIDA, N.A.




                                        By: /s/ John Guiliano
                                            -----------------------------------
                                            John Guiliano
                                            Authorized Signer


New York, New York

January 16, 2002
<PAGE>
                                                                       EXHIBIT 7


The Bank of New York Trust Company of Florida, NA                      FFIEC 041
- --------------------------------------------------
Legal Title of Bank

Miami                                                                       RC-1
- --------------------------------------------------
City

FL                                     33131-2911                             10
- --------------------------------------------------
State                                  Zip Code


FDIC Certificate Number - 91271


CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<Table>
<Caption>

                                                Dollar Amounts in Thousands                    RCON    Bil Mil Thou
- ---------------------------------------------------------------------------                    ----    ------------
<S>                                                                                        <C> <C>           <C>     <C>
ASSETS
1.  Cash and balances due from depository institutions (from Schedule RC-A):
     a. Noninterest-bearing balances and currency and coin (1).............................    0081           6,139  1.a
     b. Interest-bearing balances (2)......................................................    0071          11,086  1.b
2.  Securities:
     a. Held-to-maturity securities (from Schedule RC-B, column A).........................    1754               0  2.a
     b. Available-for-sale securities (from Schedule RC-B, column D).......................    1773           8,611  2.b
3.  Federal funds sold and securities purchased under agreements to resell.................    1350               0  3
4.  Loans and lease financing receivables (from Schedule RC-C):
     a. Loans and leases held for sale.....................................................    5389               0  4.a
     b. Loans and leases, net of unearned income...........................8528............ 0                        4.b
     c. LESS: Allowance for loan and lease losses..........................3123............ 0                        4.c
     d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c)........    8529               0  4.d
5.  Trading assets (from Schedule RC-D).....................................................   3545               0  5
6.  Premises and fixed assets (including capitalized leases)................................   2145           1,426  6
7.  Other real estate owned (from Schedule RC-M)............................................   2150               0  7
8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)   2130               0  8
9.  Customers' liability to this bank on acceptances outstanding............................   2155               0  9
10. Intangible assets
     a. Goodwill............................................................................   3183          10,863  10.a
     b. Other intangible assets (from Schedule RC-M)........................................   0425               0  10.b
11. Other assets (from Schedule RC-F).......................................................   2160           1,457  11
12. Total assets (sum of items 1 through 11)................................................   2170          39,562  12
</Table>
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit net held for trading.
<PAGE>


THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, NA                      FFIEC 041
- -----------------------------------------------------                       RC-2
Legal Tile of Bank

                                                                       ---------
FDIC Certificate Number -- 91271                                           11
                                                                       ---------

SCHEDULE RC -- CONTINUED

<Table>
<Caption>

                                                                 Dollar Amounts in Thousands    RCON     Bil   Mil   Thou

<S>                                                                   <C>               <C>     <C>      <C>   <C>   <C>
LIABILITIES
13. Deposits
    a. In domestic offices (sum of totals of columns A and
       C from Schedule RC-E).................................                                   2200                 364  13.a
       (1) Noninterest-bearing (1)...........................         5631              364                               13.a.1
       (2) Interest-bearing..................................         5638                0                               13.a.2
    b. Not applicable
14. Federal funds purchased and securities sold under
    agreements to repurchase.................................                                   2800                   0  14
15. Trading liabilities (from Schedule RC-D).................                                   3548                   0  15
16. Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases) (from
    Schedule RC-M):..........................................                                   3190               8,300  16
17. Not applicable
18. Bank's liability on acceptances executed and
    outstanding..............................................                                   2920                   0  18
19. Subordinated notes and debentures (2)....................                                   3200                   0  19
20. Other liabilities (from Schedule RC-G)...................                                   2930               2,820  20
21. Total liabilities (sum of items 13 through 20)...........                                   2948              11,484  21
22. Minority interest in consolidated subsidiaries...........                                   3000                   0  22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............                                   3538                   0  23
24. Common stock.............................................                                   3230                 750  24
25. Surplus (exclude all surplus related to preferred stock).                                   3839               4,285  25
26. a. Retained earnings.....................................                                   3832              23,021  26.a
    b. Accumulated other comprehensive income (3)............                                   B530                  12  26.b
27. Other equity capital components (4)......................                                   A130                   0  27
28. Total equity capital (sum of items 23 through 27)........                                   3210              28,078  28
29. Total liabilities, minority interest, and equity capital
    (sum of items 21, 22, and 28)............................                                   3500              38,562  29

</Table>

MEMORANDUM
To be reported with the March Report of Condition.

<Table>
<Caption>
<S>                                                             <C>    <C>
1.   Indicate in the box at the right the number of the
     statement below that best describes the most               ----------------
     comprehensive level of auditing work performed for         RCON    Number
     the bank by independent external auditors as of            ----------------
     any date during 2000..................................     8724         N/A M.1
</Table>

1 =  Independent audit of the bank conducted in accordance with generally
     accepted auditing standards by a certified, public accounting firm which
     submits a report on the bank

2 =  Independent audit of the bank's parent holding company conducted in
     accordance with generally accepted auditing standards by a certified public
     accounting firm which submits a report on the consolidated holding company
     (but not on the bank separately)

3 =  Attestation on bank management's assertion on the effectiveness of the
     bank's internal control over financial reporting by a certified public
     accounting firm

4 =  Directors' examination of the bank conducted in accordance with generally
     accepted auditing standards by a certified public accounting firm (may be
     required by state chartering authority)

5 =  Directors' examination of the bank performed by other external auditors
     (may be required by state chartering authority)

6 =  Review of the bank's financial statements by external auditors

7 =  Compilation of the bank's financial statements by external auditors

8 =  Other audit procedures (excluding tax preparation work)

9 =  No external audit work

- ---------

(1)  Includes total demand deposits and noninterest-bearing time and
     savings deposits.
(2)  Includes limited-life preferred stock and related surplus.
(3)  Includes net unrealized holding gains (losses) on available-for-sale
     securities, accumulated net gains (losses) on cash flow hedges, and minimum
     pension liability adjustments.
(4)  Includes treasury stock and unearned Employee Stock Ownership Plan shares.






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