7.625% SENIOR NOTES DUE 2013
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
UNCONDITIONALLY GUARANTEED AS TO THE PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
BY THE GUARANTORS LISTED ON SCHEDULE I HERETO
November 26, 2003
Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
OMI Corporation, a corporation incorporated under the laws of the
Republic of the Marshall Islands (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 7.625% Senior Notes due 2013, which are
unconditionally guaranteed by each of the subsidiaries of the Company named on
Schedule I hereto (the "Guarantors"). As an inducement to the Purchaser to enter
into the Purchase Agreement, 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 registration rights agreement (this "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.
"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)
"EXCHANGE REGISTRATION" shall have the meaning assigned thereto in Section 3(c)
"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)
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 to be dated as of November 26, 2003,
among the Company, the Guarantors and HSBC BANK USA, as Trustee, as the same
shall be amended from time to time.
"NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
The term "PERSON" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.