Exhibit 4.1
[This security is a global security within the meaning of an
indenture, dated as of November 26, 2003 (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument; all other
capitalized terms used, but not defined, herein shall have the meanings assigned
to such terms in the Indenture), and is registered in the name of a depository
or a nominee thereof. This security may not be exchanged in whole or in part for
a security registered, and no transfer of this security in whole or in part may
be registered, in the name of any person other than such depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
[Unless this certificate is presented by an authorized
representative of the Depository Trust Company (55 Water Street, New York, New
York), a New York corporation ("DTC"), to OMI Corporation or its agent for
registration of transfer, exchange or payment, and any certificate issued is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co., or such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH as the registered owner hereof, Cede & Co.,
has an interest herein.]
OMI CORPORATION
7.625% SENIOR NOTES DUE 2013
No. ______ $ ____________
CUSIP No. 670874 AD 8
OMI Corporation, a corporation duly organized and existing
under the laws of the Republic of the Marshall Islands, for value received,
hereby promises to pay to __________, or registered assigns, the principal sum
of ___________ on December 1, 2013 and to pay interest thereon from November 26,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on June 1 and December 1 in
each year, commencing June 1, 2004, at the rate of 7.625% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15 or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
The payment by OMI Corporation of the principal of (and
premium, if any) and interest on, the Securities is fully and unconditionally
guaranteed on a joint and several senior unsecured basis by each of the
Subsidiary Guarantors.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the Trustee,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
All payments made under or with respect to the Securities
shall be made free and clear of and without withholding or deduction for or on
account of any Taxes imposed or levied by or on behalf of any Relevant Taxing
Jurisdiction, unless withholdings or deductions of Taxes are required by law or
by the interpretation or administration thereof.
If OMI Corporation or a Subsidiary Guarantor is so required to
withhold or deduct any amount for or on account of Taxes imposed by a Relevant
Taxing Jurisdiction from any payment made under or with respect to the
Securities, OMI Corporation or such Subsidiary Guarantor shall pay such
Additional Amounts as may be necessary so that the net amount received by the
Holders (including Additional Amounts) after such withholding or deduction will
not be less than the amount the Holders would have received if such Taxes had
not been withheld or deducted; PROVIDED, HOWEVER, that the foregoing obligation
to pay Additional Amounts does not apply to (1) any Taxes that would not have
been so imposed but for the existence of any present or former connection
between the relevant Holder (or between a fiduciary, settlor, beneficiary,
member or shareholder of, or possessor of power over the relevant Holder, if the
relevant Holder is an estate, nominee, trust or corporation) and the Relevant
Taxing Jurisdiction (other than the mere receipt of such payment or the
ownership or holding outside of the Republic of the Marshall Islands of such
Security); or (2) any estate, inheritance, gift, sales, excise, transfer,
personal property tax or similar tax, assessment or governmental charge; nor
shall OMI Corporation or such Subsidiary Guarantor be required to pay Additional
Amounts if the payment could have been made without such deduction or
withholding if the beneficiary of the payment had presented this Security for
payment within 30 days after the date on which such payment or such Security
became due and payable or the date on which payment thereof is duly provided
for, whichever is later (except to the extent that the Holder would have been
entitled to Additional Amounts had the Security been presented on the last day
of such 30 day period).
Upon request, OMI Corporation shall provide the Trustee with
the official acknowledgement, receipts or other documentation satisfactory to
the Trustee evidencing the payment of the Taxes with respect to which Additional
Amounts are paid. Copies of such documentation will be made available to the
Holders of the Securities or the Paying Agents, as applicable, upon request
therefor.
OMI Corporation shall pay any present or future stamp, court
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution, delivery, enforcement
or registration of the Securities, this Indenture or any other document or
instrument in relation thereof, or the receipt of any payments with respect to
the Securities, (excluding such taxes, charges or similar levies imposed by any
jurisdiction outside of: (1) the Republic of the Marshall Islands, (2) the
jurisdiction of incorporation of any successor of OMI Corporation or (3) any
jurisdiction in which a paying agent is located), and we will agree to indemnify
the Holders for any such taxes paid by such Holders.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
In Witness Whereof, OMI Corporation has caused this instrument
to be duly executed.
Dated:
OMI CORPORATION,
by
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Name:
Title:
Attest:
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Certificate of Authentication:
This is one of the Securities of the series designated therein
referred to in the Indenture.
HSBC BANK USA,
as Trustee
By
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Authorized Officer
This Security is one of a duly authorized issue of securities
of OMI Corporation (herein called the "Securities"), issued and to be issued in
one or more series under the Indenture. Reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days' notice by mail, at any time on or after
December 1, 2008, as a whole or in part, at the election of OMI Corporation, at
the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed during the 12-month period beginning December 1 of the
years indicated,
Redemption
Period Price
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2008 103.813%
2009 102.542%
2010 101.271%
2011 and thereafter 100.000%
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days' notice by mail, at a Redemption Price
equal to 100% of the principal amount in the event OMI Corporation is obligated
or will become obligated to pay, on the next date on which any amount would be
payable with respect to the Securities, any Additional Amounts as a result of
(1) a change in or an amendment to the laws (including any regulations
promulgated thereunder) of the Republic of the Marshall Islands (or any
political subdivision or taxing authority thereof or therein) or (2) any change
in or amendment to any official position regarding the application or
interpretation of such laws or regulations, which change or amendment is
announced or becomes effective on or after November 21, 2003 and OMI Corporation
cannot avoid such obligation by taking reasonable measures available to it;
provided, however, that no such notice of redemption shall be given earlier than
60 days prior to the earliest date on which OMI Corporation would be obligated
to pay such Additional Amounts.
Prior to mailing any notice of redemption as a result of
having to pay Additional Amounts, OMI Corporation shall deliver to the Trustee
an Officer's Certificate, stating that OMI Corporation cannot avoid its
obligation to pay Additional Amounts by taking reasonable measures available to
it. OMI Corporation will also
deliver to the Trustee an opinion of independent legal counsel of recognized
standing stating that OMI Corporation has become obligated to pay Additional
Amounts as a result of a change in tax laws or regulations or the application or
interpretation of such laws or regulations.
The Indenture provides that upon the occurrence of a Change of
Control, each Holder of this Security will have the right to require that OMI
Corporation repurchase such Holder's Securities, in whole or in part, in
integral multiples of $1,000, at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of OMI Corporation, the Subsidiary Guarantors and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by OMI Corporation and the Trustee with the consent of the Holders of
66 2/3% in aggregate principal amount of the Outstanding Securities of each
series to be affected by such modification or amendment. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series, on behalf of the
Holders of all Securities of such series, to waive any past defaults under the
Indenture, except a default in the payment of principal, premium or interest and
certain covenants and provisions of the Indenture which cannot be amended
without the consent of the Holder of each outstanding security affected. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless (1) such Holder has previously given
to the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, (2) the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of this
series have made written request, and such Holder or Holders have offered
reasonable indemnity, to the Trustee to institute such proceeding as Trustee and
offered the Trustee reasonable indemnity, and (3) the Trustee has failed to
institute any such proceeding, and has not received from the Holders of a
majority in aggregate principal amount of the Outstanding Securities a direction
inconsistent with such request, within 60 days after receipt of such notice,
request and offer. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of payment of principal of, or any
premium or interest on, such Security, on or after the applicable due dates
expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of OMI
Corporation, or the Subsidiary Guarantors, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of OMI Corporation in any place where the
principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to OMI Corporation and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but OMI Corporation or the Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, OMI Corporation, the Trustee and any agent of OMI Corporation or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither OMI Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
Principal Amount of Signature of
Amount of Decrease Amount of Increase This Global Authorized Officer
in Principal in Principal Amount Security Following of Trustee or
Date of Amount of this of this Global Such Decrease or Securities
Exchange Global Security Security Increase Custodian
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