Omi Corp/M I Sample Contracts

Omi Corp/M I – Re: Amendment No. 1 to Rights Agreement (April 20th, 2007)

Pursuant to Section 26 of the Rights Agreement, dated as of November 19, 1998, as assumed and amended (the "Rights Agreement"), between OMI Corporation (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the Company, by action duly taken by its Board of Directors, hereby amends the Rights Agreement as follows (this "Amendment") and directs the Rights Agent to execute this Amendment:

Omi Corp/M I – TRANSACTION AGREEMENT AMONG TEEKAY SHIPPING CORPORATION, A/S DAMPSKIBSSELSKABET TORM, OMAHA, INC. AND OMI CORPORATION, DATED APRIL 17, 2007 (April 20th, 2007)

THIS TRANSACTION AGREEMENT ("Agreement"), is dated April 17, 2007, among Teekay Shipping Corporation, a corporation organized under the laws of The Republic of the Marshall Islands, ("Teekay"), A/S Dampskibsselskabet Torm, a Danish company ("Torm") and together with Teekay, collectively ("Parent") Omaha, Inc., a corporation organized under the laws of The Republic of the Marshall Islands and a wholly owned Subsidiary of Parent ("Acquisition Sub"), and OMI Corporation, a corporation organized under the laws of The Republic of the Marshall Islands ("Company").

Omi Corp/M I – Re: Amendment No. 1 to Rights Agreement (April 20th, 2007)

Pursuant to Section 26 of the Rights Agreement, dated as of November 19, 1998, as assumed and amended (the "Rights Agreement"), between OMI Corporation (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the Company, by action duly taken by its Board of Directors, hereby amends the Rights Agreement as follows (this "Amendment") and directs the Rights Agent to execute this Amendment:

Omi Corp/M I – OMI CORPORATION 2006 Incentive Compensation Plan (May 5th, 2006)

OMI Corporation, a Marshall Islands corporation (the “Company”), has adopted the OMI Corporation 2006 Incentive Compensation Plan (the “Plan”) for the benefit of non-employee directors of the Company, officers and eligible employees and consultants of the Company and any Subsidiaries and Affiliates (as each term defined below), as follows:

Omi Corp/M I – FIRST SUPPLEMENTAL INDENTURE (May 9th, 2005)

Exhibit 4.4 ================================================================================ FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2005 TO INDENTURE Dated December 7, 2004 BETWEEN OMI CORPORATION AND HSBC BANK USA, NATIONAL ASSOCIATION as Trustee ================================================================================ FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2005, between OMI CORPORATION, a corporation duly organized and existing under the laws of the Repub

Omi Corp/M I – Purchase Agreement (December 9th, 2004)

EXHIBIT 99.1 EXECUTION COPY $225,000,000 OMI CORPORATION 2.875% Convertible Senior Notes due 2024 Purchase Agreement ------------------ November 30, 2004 Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: OMI Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Jefferies & Company, Inc. (the "Purchaser") an aggregate of $225,000,000 principal amount of the Convertible Senior Notes of the Company specified above (the "Notes"). The Company also prop

Omi Corp/M I – 2.875% CONVERTIBLE SENIOR NOTES DUE 2024 (December 9th, 2004)

EXHIBIT 4.1 EXECUTION COPY ================================================================================ OMI CORPORATION 2.875% CONVERTIBLE SENIOR NOTES DUE 2024 --------------------- INDENTURE DATED AS OF DECEMBER 7, 2004 --------------------- HSBC BANK USA, NATIONAL ASSOCIATION TRUSTEE Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Indenture Section Section 310(a)(1) Section 7.09 310(a)(2)

Omi Corp/M I – REGISTRATION RIGHTS AGREEMENT (December 9th, 2004)

EXHIBIT 4.3 EXECUTION COPY JEFFERIES & COMPANY, INC. $250,000,000 AGGREGATE PRINCIPAL AMOUNT OMI CORPORATION 2.875% CONVERTIBLE SENIOR NOTES DUE 2024 REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 7, 2004 -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT, dated December 7, 2004, between OMI Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (together with any successor entity, herein referred to as the "COMPANY") and Jefferies & Company, Inc. (the "INITIAL PURCHASER"), under the Purchase Agreement (as defined below). Pursuant to the Purchase Agreement, dated November 30, 2004, betw

Omi Corp/M I – UNDERWRITING AGREEMENT (June 28th, 2004)

EXHIBIT 99.1 EXECUTION COPY OMI CORPORATION COMMON STOCK (PAR VALUE $.50 PER SHARE) -------------------------------------------------------------------------------- UNDERWRITING AGREEMENT June 24, 2004 Goldman, Sachs & Co. As representative of the several Underwriters named in Schedule I hereto 85 Broad St. 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, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate

Omi Corp/M I – Underwriting Agreement (June 28th, 2004)

EXHIBIT 99.2 EXECUTION COPY OMI CORPORATION COMMON STOCK (PAR VALUE $.50 PER SHARE) -------------------- Underwriting Agreement June 24, 2004 Goldman, Sachs & Co. As representative of the several Underwriters named in Schedule I hereto 85 Broad St. 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, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 2,000,000 shares (the "Shares")

Omi Corp/M I – OMI Corporation (March 26th, 2004)

Certain statements contained in this report (including information incorporated by reference) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided for under these sections. Our forward-looking statements include, without limitation:

Omi Corp/M I – OMI CORPORATION 2003 STOCK INCENTIVE PLAN (February 12th, 2004)
Omi Corp/M I – 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 (December 15th, 2003)

Exhibit 4.6 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 IN EXCHANGE FOR REGISTERED 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 OF OMI CORPORATION CUSIP NO.___________ This form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of OMI Corporation (the "Company") and to tender 7.625% Senior Notes due December 1, 2013 (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 December __, 2003 and in Instruction 2 to the

Omi Corp/M I – EXCHANGE AGENT AGREEMENT (December 15th, 2003)

Exhibit 4.4 _______ __, 2003 EXCHANGE AGENT AGREEMENT HSBC Bank USA 452 Fifth Avenue New York, NY 10018 Ladies and Gentlemen: OMI Corporation, a corporation organized under the laws of the Republic of the Marshall Islands, (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate principal amount of its registered 7.625% Senior Notes due 2013 issued under an indenture dated as of November 26, 2003 (the "New Notes"), for a like principal amount of its outstanding unregistered 7.625% Senior Notes Due 2013 issued under said indenture (the "Old Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the "Prospectus" included in the registration statement of the Compan

Omi Corp/M I – 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 (December 15th, 2003)

Exhibit 4.5 LETTER OF TRANSMITTAL REGARDING THE OFFER TO EXCHANGE ALL OUTSTANDING 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 IN EXCHANGE FOR REGISTERED 7.625% SENIOR NOTES DUE DECEMBER 1, 2013 OF OMI CORPORATION CUSIP NO. ____________ -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___, 2004, 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.

Omi Corp/M I – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (December 15th, 2003)

Exhibit 4.3 EXECUTION COPY OMI CORPORATION 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").

Omi Corp/M I – COMMON STOCK PURCHASE AGREEMENT (November 14th, 2003)

EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 13, 2003 BY AND BETWEEN OMI CORPORATION AND ACQUA WELLINGTON NORTH AMERICAN EQUITIES FUND, LTD. TABLE OF CONTENTS PAGE ---- ARTICLE I Definitions.............................................................................................1 Section 1.1 Definitions................................

Omi Corp/M I – OMI ANNOUNCES AGREEMENT TO ESTABLISH A $57 MILLION EQUITY LINE OF (November 13th, 2003)

Exhibit 99 OMI Corporation Launches $150 Million Senior Notes Offering STAMFORD, Conn.--(BUSINESS WIRE)--Nov. 13, 2003--OMI Corporation (NYSE:OMM) of Stamford, Connecticut announced it has begun an offering of $150 million of Senior Notes due 2013 in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. OMI intends to use the net proceeds from the offering to repay amounts outstanding under its revolving credit facilities and for general corporate purposes. The Senior Notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States or outside the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. OMI intends to offer to exchange the unregistered notes for substantially i

Omi Corp/M I – 2001 INCENTIVE BONUS PLAN (May 15th, 2002)

EXHIBIT 10.7 OMI CORPORATION 2001 INCENTIVE BONUS PLAN ARTICLE I PURPOSE OF THE PLAN The purpose of the OMI Corporation 2001 Incentive Bonus Plan is to promote the short- and long-term interests of the Company by retaining select executive officers of the Company or its subsidiaries and aligning the interests of such executive officers with those of the Company's shareholders by linking such executive officers' compensation to the performance and value of the Company. ARTICLE II DEFINITIONS OF CERTAIN TERMS As used in the Plan, the following terms shall have the following meanings: 2.1. ACTUAL EPS, for a particular Plan Year, means the EPS for such Plan Year as reported in the Company's audited annual

Omi Corp/M I – 2001 RESTRICTED STOCK PLAN (October 30th, 2001)

EXHIBIT 4.9 OMI CORPORATION 2001 RESTRICTED STOCK PLAN Section 1. Purposes. The purposes of the OMI Corporation 2001 Restricted Stock Plan are: (a) To further the growth, development and success of the Company by enabling the executive officers of the Company and its subsidiaries and directors of the Company to acquire a continuing equity interest in the Company, thereby increasing their personal interests in such growth, development and success and motivating such executive officers and directors to exert their best efforts on behalf of the Company and its subsidiaries; and (b) To maintain the ability of the Company and its subsidiaries to attract and retain executive officers and directors of outstanding ability by offering them an opportunity to acquire a conti

Omi Corp/M I – 2001 RESTRICTED STOCK PLAN (August 13th, 2001)

EXHIBIT 10.6 OMI CORPORATION 2001 RESTRICTED STOCK PLAN SECTION 1. PURPOSES. The purposes of the OMI Corporation 2001 Restricted Stock Plan are: (a) To further the growth, development and success of the Company by enabling the executive officers of the Company and its subsidiaries and directors of the Company to acquire a continuing equity interest in the Company, thereby increasing their personal interests in such growth, development and success and motivating such executive officers and directors to exert their best efforts on behalf of the Company and its subsidiaries; and (b) To maintain the ability of the Company and its subsidiaries to attract and retain executive officers and directors of outstanding ability by offering them an opportunity to acquire a continuing equity interest in the Company which will reflect the growth, development a

Omi Corp/M I – 2001 INCENTIVE BONUS PLAN (August 13th, 2001)

EXHIBIT 10.7 OMI CORPORATION 2001 INCENTIVE BONUS PLAN ARTICLE I PURPOSE OF THE PLAN The purpose of the OMI Corporation 2001 Incentive Bonus Plan is to promote the short- and long-term interests of the Company by retaining select executive officers of the Company or its subsidiaries and aligning the interests of such executive officers with those of the Company's shareholders by linking such executive officers' compensation to the performance and value of the Company. ARTICLE II DEFINITIONS OF CERTAIN TERMS As used in the Plan, the following terms shall have the following meanings: 2.1. ACTUAL EPS, for a particular Plan Year, means the EPS for such Plan Year as reported in the Company's audited annual consolidated financial statem

Omi Corp/M I – OMI CORPORATION (OMM) NEWS RELEASE OCTOBER 11, 2000 (October 25th, 2000)

OMI CORPORATION (OMM) NEWS RELEASE OCTOBER 11, 2000 FOR THE QUARTER ENDED SEPTEMBER 30, 2000 AND AGREEMENTS TO ACQUIRE NEW VESSELS CONTACT: FREDRIC S. LONDON OMI CORPORATION (203) 602-6789 STAMFORD CT, OCTOBER 11, 2000 - OMI CORPORATION (OMM:NYSE) today announced its release of financial results for the third quarter ended September 30, 2000. OMI reported net income of $22,375,000 or $0.38 basic earnings per share (net income of $23,807,000 or $0.40, excluding the loss on the disposal of a vessel) for the third quarter 2000 compared to a net loss of $7,119,000 or $0.17 basic/diluted loss per share for the same period in 1999. For the nine months ended September 30, 2000, the net income was $21,733,000 or $0.39 basic earnings per share

Omi Corp/M I – LOAN AGREEMENT PROVIDING FOR A (March 30th, 2000)

================================================================================ LOAN AGREEMENT PROVIDING FOR A US$218,000,000 SECURED TERM LOAN FACILITY TO BE MADE AVAILABLE TO OMI CORPORATION BY CHRISTIANIA BANK OG KREDITKASSE ASA, acting through its New York branch, as Arranger and Administrative Agent, DEN NORSKE BANK ASA, acting through its New York branch, as Arranger and Syndication Agent, MEESPIERSON CAPITAL CORP., as Arranger and Security Agent, and the Banks and Financial Institutions identified on Schedule 1, as Lenders ===============================

Omi Corp/M I – LOAN AGREEMENT PROVIDING FOR A (March 30th, 2000)

================================================================================ LOAN AGREEMENT PROVIDING FOR A US$46,500,000 SECURED TERM LOAN FACILITY TO BE MADE AVAILABLE TO OMI CORPORATION BY CHRISTIANIA BANK OG KREDITKASSE ASA, acting through its New York branch, as Arranger and Administrative Agent, DEN NORSKE BANK ASA, acting through its New York branch, as Arranger and Syndication Agent, MEESPIERSON CAPITAL CORP., as Arranger and Security Agent, and the Banks and Financial Institutions identified on Schedule 1, as Lenders ===============================

Omi Corp/M I – CONVERTIBLE LETTER OF CREDIT FACILITY (March 30th, 2000)

================================================================================ FACILITY AGREEMENT PROVIDING FOR A US$36,000,000 CONVERTIBLE LETTER OF CREDIT FACILITY TO BE MADE AVAILABLE TO OMI CORPORATION BY CHRISTIANIA BANK OG KREDITKASSE ASA, acting through its New York branch, as Arranger, Administrative Agent and Issuer, DEN NORSKE BANK ASA, acting through its New York branch, as Arranger and Syndication Agent, MEESPIERSON CAPITAL CORP., as Arranger and Security Agent, and the Banks and Financial Institutions identified on Schedule 1, as Banks ====================

Omi Corp/M I – Rights Agreement (December 15th, 1998)

================================================================================ OMI CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent ----------- Rights Agreement Dated as of November 19, 1998 ================================================================================ RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of November 19, 1998 (the "Agreement"), between OMI Corporation, a corporation incorporated in the Republic of the Marshall Islands (the "Company"), and ChaseMellon Shareholder Services L.L.C., a New Jersey limited liability company (the "Rights Agent"). W I T N E S S E T H : WHEREAS, on November 19, 1998 (the "Rights

Omi Corp/M I – Rights Agreement (December 14th, 1998)

================================================================================ OMI CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent ----------- Rights Agreement Dated as of November 19, 1998 ================================================================================ RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of November 19, 1998 (the "Agreement"), between OMI Corporation, a corporation incorporated in the Republic of the Marshall Islands (the "Company"), and ChaseMellon Shareholder Services L.L.C., a New Jersey limited liability company (the "Rights Agent"). W I T N E S S E T H : WHEREAS, on November 19, 1998 (the "Rights

Omi Corp/M I – EMPLOYMENT AGREEMENT (November 13th, 1998)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of May 29, 1998 between OMI Corporation, a Marshall Islands corporation (the "Company") and [________________](the "Executive"). W I T N E S S E T H WHEREAS, the Company is newly formed, wholly-owned subsidiary of OMI Corp., a Delaware corporation (the "Parent"); and WHEREAS, it is anticipated that the Parent will spin off the Company during 1998 (the "Spin Off" and the date of the Spin Off being herein called the "Spin Off Date"), by virtue of which the Company will become an independent, publicly traded corporation; and WHEREAS, by virtue of an assignment (the "Assignment") of an existing employment agreement dated November 21, 1995, as amended between the Executive and the Parent (the "Previous Employment Agreement"), the Company will accede to the rights and obligations of the Parent under the Previous Employment Agreemen

Omi Corp/M I – 1998 STOCK OPTION PLAN (June 17th, 1998)

Exhibit 4.4 OMI CORPORATION 1998 STOCK OPTION PLAN 1. Purposes. The purposes of the OMI Corporation 1998 Stock Option Plan are: (a) To further the growth, development and success of the Company and its Subsidiaries by enabling the executive and other employees and directors of, and consultants to, the Company and its Subsidiaries to acquire a continuing equity interest in the Company, thereby increasing their personal interests in such growth, development and success and motivating such employees, directors and consultants to exert their best efforts on behalf of the Company and its Subsidiaries; and (b) To maintain the ability of the Company and its Subsidiaries to attract and retain employees, directors and consultants of outstanding ability by offering them an opportunity to acquire a continuing

Omi Corp/M I – ARTICLES OF INCORPORATION (May 15th, 1998)

ARTICLES OF INCORPORATION OF OMI CORPORATION * * * * * PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATION ACT. The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Marshall Islands Business Corporation Act (hereinafter sometimes called the "BCA"), does hereby make, subscribe, acknowledge and file with Registrar of Corporations this instrument for that purpose, as follows: FIRST. The name of the corporation shall be OMI Corporation. SECOND. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. THIRD. The registered address of the Corporation in the Marshall Islands is R.R.E. Commercial Center, Delap Wing Suite 201, P.O. Box 1405 Majuro, Marshall Islands MH96