Exhibit 4.6
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
7.625% SENIOR NOTES DUE DECEMBER 1, 2013
IN EXCHANGE FOR
REGISTERED 7.625% SENIOR NOTES DUE DECEMBER 1, 2013
OF
OMI CORPORATION
CUSIP NO.___________
This form, or one substantially equivalent hereto, must be used by a
holder to accept the Exchange Offer of OMI Corporation (the "Company") and to
tender 7.625% Senior Notes due December 1, 2013 (the "Original Notes") to the
Exchange Agent pursuant to the guaranteed delivery procedures described in "The
Exchange Offer-Guaranteed Delivery Procedures" of the Company's prospectus dated
December __, 2003 and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Original Notes pursuant to such guaranteed delivery
procedures must ensure that HSBC Bank USA, as exchange agent (the "Exchange
Agent"), receives this notice of guaranteed delivery, properly completed and
duly executed, prior to the Expiration Date (as defined below) of the Exchange
Offer for such series. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
HSBC BANK USA
YOU CAN DELIVER THIS NOTICE OF GUARANTEED DELIVERY
TO THE EXCHANGE AGENT
AT THE ADDRESSES AS FOLLOWS:
BY HAND DELIVERY: BY OVERNIGHT COURIER:
HSBC Bank USA HSBC Bank USA
One Hanson Place One Hanson Place
Lower Level Lower Level
Brooklyn, NY 11243 Brooklyn, NY 11243
Attn: Paulette Shaw Attn: Paulette Shaw
BY FIRST CLASS MAIL: TO CONFIRM RECEIPT OF NOTICE OF
HSBC Bank USA GUARANTEED DELIVERY:
One Hanson Place FAX #: (718) 488-4488
Lower Level FAX CONFIRMATION #: (718) 488-4475
Brooklyn, NY 11243
Attn: Paulette Shaw
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS NOTICE
OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF GUARANTEED
DELIVERY IS COMPLETED.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the Letter of Transmittal for guarantee of signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer, upon the terms and subject to the conditions set forth in the
prospectus and the related Letter of Transmittal, receipt of which is hereby
acknowledged, the principal amount of Original Notes set forth below pursuant to
the guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer-Guaranteed Delivery Procedures" and in Instruction 2 of the
Letter of Transmittal.
The undersigned hereby tenders the Original Notes listed below:
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CERTIFICATE NUMBER(S) AGGREGATE
(IF KNOWN) OF ORIGINAL PRINCIPAL
NOTES OR ACCOUNT NUMBER AT THE AMOUNT AGGREGATE PRINCIPAL
DTC REPRESENTED AMOUNT TENDERED*
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PLEASE SIGN AND COMPLETE
Names of Record Holder(s): Signature(s):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated: , 2003
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* Unless otherwise indicated, any tendering holder of Original Notes will be
deemed to have tendered the entire aggregate principal amount represented by
such Original Notes. All tenders must be in integral multiples of
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THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSON(S) APPEAR(S)
ON CERTIFICATES FOR ORIGINAL NOTES OR ON A SECURITY POSITION LISTING AS THE
OWNER OF ORIGINAL NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY
ENDORSEMENTS AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY.
IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
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Name:
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or a trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, hereby guarantees deposit
with the Exchange Agent of the Letter of Transmittal (or facsimile thereof or
agent's message in lieu thereof), together with the Original Notes of the series
tendered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Original Notes into the Exchange Agent's account at the DTC
described in the prospectus under the caption "The Exchange Offer-Book-Entry
Transfer" and in the Letter of Transmittal) and any other required documents,
all by 5:00 p.m., New York City time, within three New York Stock Exchange
trading days following the Expiration Date for such series.
Names of Firm:
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(AUTHORIZED SIGNATURE)
Address: Name:
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(INCLUDE ZIP CODE) Title:
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(PLEASE TYPE OR PRINT)
Area Code and Telephone Number:
Date: , 2003
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DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this notice of guaranteed delivery (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Original Notes must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date of the Exchange Offer.
Delivery of such notice of guaranteed delivery may be made by facsimile
transmission, mail or hand delivery. THE METHOD OF DELIVERY OF THIS NOTICE OF
GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT
THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Original Notes referred to herein, the signature(s) must correspond
exactly with the name(s) as written on the face of the Original Notes without
alteration, enlargement or any change whatsoever. If this notice of guaranteed
delivery (or facsimile hereof) is signed by a DTC participant whose name appears
on a security position listing as the owner of the Original Notes, the signature
must correspond with the name as it appears on the security position listing as
the owner of the Original Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed
by a person other than the registered holder(s) of any Original Notes listed or
a DTC participant, this notice of guaranteed delivery must be accompanied by
appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Original Notes or signed as the name(s) of the participant
appears on DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit herewith evidence
satisfactory to the Exchange Agent of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the prospectus and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address set forth on the cover page hereof Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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