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"). 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.

<PAGE>



"ELECTING HOLDER" shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

"EXCHANGE OFFER" shall have the meaning assigned thereto in Section 2(a)
hereof.

"EXCHANGE REGISTRATION" shall have the meaning assigned thereto in Section 3(c)
hereof.

"EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned thereto in
Section 2(a) hereof.

"EXCHANGE SECURITIES" shall have the meaning assigned thereto in Section 2(a)
hereof.

The term "HOLDER" shall mean 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
hereto.

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
21, 2003, 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 of such Registrable Security has been effected
within the 180-day period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Security under the Securities Act has been declared
or becomes effective and such Security has been sold or otherwise transferred by
the holder thereof pursuant to and in a manner contemplated by such effective
Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144
under circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; (iv) such Security is

                                       2
<PAGE>

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 7.625% Senior Notes due 2013 of the
Company to be issued and sold to the Purchaser, and securities issued in
exchange therefor or in lieu thereof, in each case pursuant to the Indenture.
Each Security is entitled to the benefit of the guarantees provided for in the
Indenture (the "Guarantees") and, unless the context otherwise requires, any
reference herein to a "Security", an "Exchange Security" or a "Registrable
Security" shall include a reference to the related Guarantees under 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
Agreement, and the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.

       2. Registration Under the Securities Act.

(a) Except as set forth in Section 2(b) below, the Company agrees to file under
the Securities Act, as soon as practicable, but no later than 60 days after the
Closing Date, a registration

                                       3
<PAGE>

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 Securities for a like aggregate principal amount of debt
securities issued by the Company and guaranteed by the Guarantors, which debt
securities and guarantees are substantially identical to the Securities and the
Guarantees, respectively (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 45 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 and related guarantees 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 or the
related guarantees 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 225 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of the
Securities, the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), file
under the Securities Act as soon as practicable, but no later than the later of
30 days after the time such obligation to file arises, a "shelf" registration

                                       4
<PAGE>

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 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, 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 necessary to identify such holder as a
selling securityholder in the Shelf Registration Statement (PROVIDED 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 (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 45 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, 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 0.50% for the
first 90 days of the Registration Default Period, at a per annum rate of 1.00%
for the second 90 days of the Registration Default Period, at a per annum rate
of 1.50% for the third 90 days of the Registration Default Period and at a per
annum rate of 2.00% thereafter for the remaining portion of the Registration
Default Period.

                                       5
<PAGE>

(d) The Company shall take, and shall cause each Guarantor to take, all actions
necessary or advisable to be taken by it to ensure that the transactions
contemplated herein are effected as so contemplated, including all actions
necessary or desirable to register the Guarantee under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(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 of 1939.

(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 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;

                                       6
<PAGE>

          (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 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(c)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, without delay 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;

          (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

                                       7
<PAGE>

          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
          neither the Company nor any Guarantor shall 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
          articles of incorporation, certificate of formation, by-laws or
          operating agreement, as applicable, 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; and

          (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);

          (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

                                       8
<PAGE>

          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, HOWEVER, 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 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
          participate in the preparation of such Shelf Registration Statement,
          each prospectus included therein or filed with the Commission and each
          amendment or supplement thereto;

          (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 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

                                       9
<PAGE>

          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), (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, in each case making a public announcement
          thereof by release made to Bloomberg Business News, (B) of any
          comments by the Commission and by the blue sky or securities
          commissioner or regulator of any state with respect thereto or any
          request by the Commission for amendments or supplements to such Shelf
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending the
          effectiveness of such Shelf Registration Statement or the initiation
          or threatening of any proceedings for that purpose, (D) if at any time
          the representations and warranties of the Company contemplated by
          Section 3(d)(xvii) or Section 5 cease to be true and correct in all
          material respects, (E) of the receipt by the Company of any
          notification with respect to the suspension of the qualification of
          the Registrable Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose or (F) if
          at any time when a prospectus is required to be delivered under the
          Securities Act, that such Shelf Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be

                                       10
<PAGE>

          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 copy (or, in the case of an
          Electing Holder, 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 such number of copies of
          such Shelf Registration Statement (excluding exhibits thereto and
          documents incorporated by reference therein unless specifically so
          requested by such Electing Holder, agent or underwriter, as the case
          may be) and of the prospectus included in such Shelf Registration
          Statement (including each preliminary prospectus and any summary
          prospectus), in conformity in all material respects with the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder, and
          such other documents, as such Electing Holder, agent, if any, and
          underwriter, if any, may reasonably request in order to facilitate the
          offering and disposition of the Registrable Securities owned by such
          Electing Holder, offered or sold by such agent or underwritten by such
          underwriter and to permit such Electing Holder, agent and underwriter
          to satisfy the prospectus delivery requirements of the Securities Act;
          and the Company hereby consents to the use of such prospectus
          (including such preliminary and summary prospectus) and any amendment
          or supplement thereto by each such Electing Holder and by any such
          agent and underwriter, in each case in the form most recently provided
          to

                                       11
<PAGE>

          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 neither the Company nor any
          Guarantor shall 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 articles of incorporation,
          certificate of formation, by-laws or operating agreement, as
          applicable, 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;

                                       12
<PAGE>

          (xvi) enter into one or more underwriting agreements, engagement
          letters, agency agreements, "best efforts" underwriting agreements or
          similar agreements, as appropriate, including customary provisions
          relating to indemnification and contribution, and take such other
          actions in connection therewith as any Electing Holders aggregating at
          least 20% in aggregate principal amount of the Registrable 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 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,
          the absence from such Shelf Registration Statement and the prospectus
          included therein, as then

                                       13
<PAGE>

          amended or supplemented, and from the documents incorporated by
          reference therein (in each case other than the financial statements
          and other financial information contained therein) of an untrue
          statement of a material fact or the omission to state therein a
          material fact necessary to make the statements therein not misleading
          (in the case of such documents, in the light of the circumstances
          existing at the time that such documents were filed with the
          Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company addressed to the selling Electing Holders, the placement
          or sales agent, 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; (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 or the Guarantors; 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
          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,

                                       14
<PAGE>

          or otherwise, assist such broker-dealer in complying with the
          requirements of such Conduct Rules, including by (A) if such Conduct
          Rules shall so require, engaging a "qualified independent underwriter"
          (as defined in such Conduct Rules) to participate in the preparation
          of the Shelf Registration Statement relating to such Registrable
          Securities, to exercise usual standards of due diligence in respect
          thereto and, if any portion of the offering contemplated by such Shelf
          Registration Statement is an underwritten offering or is made through
          a placement or sales agent, to recommend the yield of such Registrable
          Securities, (B) indemnifying any such qualified independent
          underwriter to the extent of the indemnification of underwriters
          provided in Section 6 hereof (or to such other customary extent as
          may be requested by such underwriter), and (C) providing such
          information to such broker-dealer as may be 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

                                       15
<PAGE>

of any event in either case as a result of which any prospectus relating to such
Shelf Registration contains or would contain an untrue statement of a material
fact regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to 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 will
not, and will not permit any of its "affiliates" (as defined in Rule 144) to,
resell any of the Securities that have been reacquired by any of them except
pursuant to an effective registration statement under the Securities Act.

       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
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including 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 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) 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) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with

                                       16
<PAGE>

a Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions and all transfers taxes attributable to the sale of such
Registrable Securities and the fees and disbursements of any counselor 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, the 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(c) or Section 3(d) 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, conformed or
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 in order 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(c)(iii)(F) or Section
3(d)(viii)(F) hereof until (ii) such time as the Company furnishes an amended or
supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(c) or Section
3(d) 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

                                       17
<PAGE>


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 in order to make the statements therein not misleading;
PROVIDED, HOWEVER, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities
expressly for use therein.

(c) The compliance by the Company with all of the provisions of this
Registration Rights Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or violation of any of
the material terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of the Articles of
Incorporation, the Articles of Formation, the By laws or the Limited Liability
Company Agreement, as applicable, of the Company or the Guarantors or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their properties; and no consent, approval, authorization, order, registration
or qualification of or with any court or governmental agency or body is required
for the consummation by the Company and the Guarantors of the transactions
contemplated by this 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.

       6. Indemnification.

(a) INDEMNIFICATION BY THE COMPANY. The Company and each Guarantor, jointly and
severally, 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 and the Guarantors shall not be

                                       18
<PAGE>

liable to any such person in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by such person expressly for use therein.

(b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS. The Company
may require, as a condition to including any Registrable Securities in any
registration 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, the Guarantors and all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the
Company, the Guarantors 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 or underwriter
expressly for use therein, and (ii) reimburse the Company and the Guarantors for
any legal or other expenses reasonably incurred by the Company and the
Guarantors 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

                                       19
<PAGE>

other counselor any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a 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, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

                                       20
<PAGE>

(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 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)(l) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

       9. Miscellaneous.

(a) NO INCONSISTENT AGREEMENTS. The Company represents, warrants, covenants and
agrees that it has not granted, and shall not grant, registration rights with
respect to Registrable

                                       21
<PAGE>

Securities or any other securities which would be inconsistent with the terms
contained in this 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
Agreement in accordance with the terms and conditions of this 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 One Station Place, Stamford, Connecticut 06902, Attention: Corporate
Secretary, 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 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 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 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 Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or
statement as to the results thereof) made by or on behalf of any holder of
Registrable Securities, any director, officer or partner of such holder, any
agent or underwriter or any director, officer or partner thereof, or any
controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and
the transfer and registration of Registrable Securities by such holder and the
consummation of an Exchange Offer.

(f) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the conflict
of law principles thereof.

                                       22
<PAGE>

(g) HEADINGS. The descriptive headings of the several Sections and paragraphs of
this Agreement are inserted for convenience only, do not constitute a part of
this Agreement and shall not affect in any way the meaning or interpretation of
this Agreement.

(h) ENTIRE AGREEMENT; AMENDMENTS. This 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 Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Agreement may be amended and the observance of any term of this
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 Agreement shall be in effect, this 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.

                     [the remainder of this page is blank]

                                       23
<PAGE>

       If the foregoing is in accordance with your understanding, please sign
and return to us, one for the Company 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 the Purchaser, the
Guarantors and the Company.

                                         Very truly yours,

                                         OMI Corporation


                                         By: /s/ Kathleen C. Haines
                                             -------------------------
                                             Name:  Kathleen C. Haines
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

                                         Each of the Guarantors (except OMI
                                         Marine Services LLC) listed on
                                         Schedule I hereto

                                         By OMI Corporation, sole member

                                         By: /s/ Fredric S. London
                                             -------------------------
                                             Name:  Fredric S. London
                                             Title: Senior Vice President and
                                                    General Counsel

                                         OMI Marine Services LLC

                                         By: /s/ Fredric S. London
                                             -------------------------
                                             Name:  Fredric S. London
                                                    Attorney-In-Fact




Accepted as of the date hereof:



By /s/ Goldman, Sachs & Co.
   -----------------------------
      (Goldman, Sachs & Co.)

                                       24
<PAGE>

                                   SCHEDULE I
Guarantor                                           Jurisdiction of Organization
---------                                           ----------------------------
Alma Shipping LLC                                   Marshall Islands
Amazon Shipping LLC                                 Marshall Islands
Ashley Shipping LLC                                 Marshall Islands
Bandar Ayu Shipping LLC                             Marshall Islands
Charente Shipping LLC                               Marshall Islands
Columbia Shipping LLC                               Marshall Islands
Dakota Shipping LLC                                 Marshall Islands
Delaware Shipping LLC                               Marshall Islands
Elbe Shipping LLC                                   Delaware
Fox Shipping LLC                                    Marshall Islands
Ganges Shipping LLC                                 Marshall Islands
Garonne Shipping LLC                                Marshall Islands
Guadalupe Shipping LLC                              Marshall Islands
Hudson Shipping LLC                                 Marshall Islands
Isere Shipping LLC                                  Marshall Islands
Loire Shipping LLC                                  Marshall Islands
Madison Shipping LLC                                Marshall Islands
Marne Shipping LLC                                  Marshall Islands
Moselle Shipping LLC                                Marshall Islands
Neches Shipping LLC                                 Marshall Islands
Nile Shipping LLC                                   Marshall Islands
Ohio Shipping LLC                                   Marshall Islands
OMI Marine Services LLC                             Delaware
Orontes Shipping LLC                                Marshall Islands
Ottawa Shipping LLC                                 Marshall Islands
Pecos Shipping LLC                                  Marshall Islands
Potomac Shipping LLC                                Marshall Islands
Rhone Shipping LLC                                  Marshall Islands
Rosetta Shipping LLC                                Marshall Islands
Sabine Shipping LLC                                 Marshall Islands
Sacramento Shipping LLC                             Marshall Islands
San Jacinto Shipping LLC                            Marshall Islands
Saone Shipping LLC                                  Marshall Islands
Seine Shipping LLC                                  Marshall Islands
Settebello Shipping LLC                             Liberia
Shannon Shipping LLC                                Delaware
Somjin Shipping LLC                                 Marshall Islands
Soyang Shipping LLC                                 Marshall Islands
Tamar Shipping LLC                                  Marshall Islands
Tandjung Ayu Shipping LLC                           Marshall Islands
Tevere Shipping, LLC                                Marshall Islands
Tiber Shipping LLC                                  Marshall Islands
Trinity Shipping LLC                                Marshall Islands
Volga Shipping LLC                                  Marshall Islands

<PAGE>

                                                                       Exhibit A

OMI 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 OMI Corporation (the "Company") 7.625%
Senior Notes due 2013 (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 the date specified above. 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 OMI Corporation at
One Station Place, Stamford, Connecticut 06902, Attention: Corporate Secretary.









-----------------------
   *   Not less than 28 calendar days from date of mailing.

A-1

<PAGE>

                                OMI CORPORATION

                        Notice of Registration Statement
                                      and
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (Date)

Reference is hereby made to the registration rights agreement dated as of
November 26, 2003 (the "Registration Rights Agreement"), among OMI Corporation
(the "Company"), the Guarantors named therein and the Purchaser named therein.
Pursuant to the Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form 5-4 (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 7.625% Senior Notes due 2013 (the
"Securities"). A copy of the Registration Rights Agreement is attached hereto.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the 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
apart 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 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 Registration Rights Agreement,
including, without limitation, Section 6 of the 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 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:

(5)     Relationships with the Company:

A-4

<PAGE>

       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 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 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.

A-5

<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the 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 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 NOTICE
AND QUESTIONNAIRE SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

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

A-6

<PAGE>

     (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:

                              Coudert Brothers LLP
                              1114 Avenue of the Americas
                              New York, NY 10036

                              F) 212-626-4120
                              Attn: Robert Clare, Esq.

A-7

<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

HSBC BANK USA
OMI Corporation
c/o HSBC BANK USA
452 Fifth Avenue
New York, NY 10018

Attention: Issuer Services

       Re: OMI Corporation (the "Company")
           7.625% Senior Notes due 2013



Dear Sirs:

Please be advised that __________________ has transferred $__________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form S-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 [    ], 20_ 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:

                                      Very truly yours,



                                      By:   ________________________

                                                  (Authorized Signature)

B-1