NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
8.875% SENIOR NOTES DUE 2011
IN EXCHANGE FOR
REGISTERED 8.875% SENIOR NOTES DUE 2011
OF
TEEKAY SHIPPING CORPORATION
CUSIP NOS. 879006AB0, Y8564WAA1
This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer of Teekay Shipping Corporation (the "Company") and
to tender 8.875% Senior Notes due 2011 (the "Original Notes") to the Exchange
Agent pursuant to the guaranteed delivery procedures described in "The Exchange
Offer -- Guaranteed Delivery Procedures" of the Company's prospectus dated
February 5, 2002 and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Original Notes pursuant to such guaranteed delivery
procedures must ensure that The Bank of New York, as exchange agent (the
"Exchange Agent"), receives this notice of guaranteed delivery, properly
completed and duly executed, prior to the Expiration Date (as defined below) of
the Exchange Offer for such series. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 15,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK.
YOU CAN DELIVER THIS NOTICE OF GUARANTEED DELIVERY TO THE EXCHANGE AGENT
AT THE ADDRESSES AS FOLLOWS:
<Table>
BY HAND DELIVERY TO 4:30 P.M. BY OVERNIGHT COURIER AND BY HAND
DELIVERY AFTER 4:30 P.M. ON EXPIRATION DATE
The Bank of New York The Bank of New York
c/o United States Trust Company of New York c/o United States Trust Company of New York
30 Broad Street, B-Level 30 Broad Street, 14th Floor
New York, NY 10004-2304 New York, NY 10004-2304
BY REGISTERED OR CERTIFIED MAIL BY FACSIMILE TRANSMISSION
(ELIGIBLE INSTITUTIONS ONLY):
The Bank of New York The Bank of New York
c/o United States Trust Company of New York c/o United States Trust Company of New York
P.O. Box 84 FAX: (646) 458-8111
Bowling Green Station
New York, NY 10274-0084 CONFIRM BY TELEPHONE:
(800) 548-6565
</Table>
If you deliver by facsimile transmission, you must confirm your delivery by
telephone and you must deliver the original notice of guaranteed delivery by
guaranteed overnight courier to the Exchange Agent.
- --------------------------------------------------------------------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF
GUARANTEED DELIVERY IS COMPLETED.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the Letter of Transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer, upon the terms and subject to the conditions set forth in the
prospectus and the related Letter of Transmittal, receipt of which is hereby
acknowledged, the principal amount of Original Notes set forth below pursuant to
the guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" and in Instruction 2 of
the Letter of Transmittal.
The undersigned hereby tenders the Original Notes listed below:
<Table>
- --------------------------------------------------------------------------------------------------------------------
Certificate Number(s)
(if known) of Original Notes or Aggregate Principal Aggregate Principal
Account Number at the DTC Amount Represented Amount Tendered*
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</Table>
- --------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
<Table>
Names of Record Holder(s): Signature(s):
- ----------------------------------------- -----------------------------------------
- ----------------------------------------- -----------------------------------------
</Table>
Address:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
-------------------------------------------------------------------------
Dated:
------------------------------------------------ , 2002
* Unless otherwise indicated, any tendering holder of Original Notes will
be deemed to have tendered the entire aggregate principal amount
represented by such Original Notes. All tenders must be in integral
multiples of $1,000.
- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------
THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSON(S)
APPEAR(S) ON CERTIFICATES FOR ORIGINAL NOTES OR ON A SECURITY POSITION
LISTING AS THE OWNER OF ORIGINAL NOTES, OR BY PERSON(S) AUTHORIZED TO
BECOME HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED WITH THIS
NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR,
ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING
IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE
FOLLOWING INFORMATION:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
--------------------------------------------------------------------------
Capacity:
--------------------------------------------------------------------------
Address(es):
--------------------------------------------------------------------------
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or a trust company having an office or
correspondent in the United States, or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, hereby guarantees deposit with the Exchange Agent
of the Letter of Transmittal (or facsimile thereof or agent's message in
lieu thereof), together with the Original Notes of the series tendered
hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Original Notes into the Exchange Agent's account at the
DTC described in the prospectus under the caption "The Exchange Offer --
Book-Entry Transfer" and in the Letter of Transmittal) and any other
required documents, all by 5:00 p.m., New York City time, within three
New York Stock Exchange trading days following the Expiration Date for
such series.
<Table>
Name of Firm:
- ---------------------------------- -----------------------------------------
(AUTHORIZED SIGNATURE)
Address:
- ----------------------------------------- Name:
-----------------------------------------
- ----------------------------------------- Title:
-----------------------------------------
(INCLUDE ZIP CODE) (PLEASE TYPE OR PRINT)
Area Code and Telephone Number:
- -----------------------------------------
Date:
------------------------------------,
2002
</Table>
- --------------------------------------------------------------------------------
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
3
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this notice of guaranteed delivery (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Original Notes must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date of the Exchange Offer.
Delivery of such notice of guaranteed delivery may be made by facsimile
transmission, mail or hand delivery. THE METHOD OF DELIVERY OF THIS NOTICE OF
GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT
THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Original Notes referred to herein, the signature(s) must correspond
exactly with the name(s) as written on the face of the Original Notes without
alteration, enlargement or any change whatsoever. If this notice of guaranteed
delivery (or facsimile hereof) is signed by a DTC participant whose name appears
on a security position listing as the owner of the Original Notes, the signature
must correspond with the name as it appears on the security position listing as
the owner of the Original Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Original Notes listed or a DTC
participant, this notice of guaranteed delivery must be accompanied by
appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Original Notes or signed as the name(s) of the participant
appears on DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit herewith evidence
satisfactory to the Exchange Agent of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the prospectus and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address set forth on the cover page hereof. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
4