Preview | Joint Venture Agreement |

TABLE OF CONTENTS


		Page
SECTION 1.	ORGANIZATION OF COMPANY		1
1.1	Formation of Company		1
1.2	Purposes of the Company		1
1.3	Nature of the Company; Tax Elections		2
SECTION 2.	CONTRIBUTIONS AND LOANS TO THE COMPANY; EXPENSES		2
2.1	General Provisions		2
2.2	Initial Contributions		3
2.3	Additional Loans		3
2.4	Funding of Capital Contributions and Loans		4
2.5	Default in Monetary Obligations or Other Breaches		4
	2.5.1 Tender Offer, Merger or Antitrust Default		4
	2.5.2 Other Funding Defaults		6
	2.5.3 Cumulative Remedies		6
SECTION 3.	EXPENSES		6
3.1	General Party Expenses		6
3.2	Antitrust-related Expenses		6
3.3	Severance Expenses		7
SECTION 4.	MANAGEMENT OF THE COMPANY		7
4.1	Board of Directors		7
4.2	Co-Presidents and Chief Executive Officers; Other Officers		8
4.3	OMI Board Representation		8
4.4	Other Business of the Parties, Directors and Officers		8
SECTION 5.	COMMUNICATION, COOPERATION AND DOCUMENTATION OF THE PARTIES		9
5.1	Communications with OMI and Between the Parties		9
5.2	Further Assurances		9
5.3	Transaction-Related Documentation of the Company and the Parties		9
SECTION 6.	DISTRIBUTIONS AND TAX ALLOCATIONS		9
6.1	General		9
6.2	Inter-company Cash Transfers		10

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TABLE OF CONTENTS
(continued)


		Page
SECTION 7.	DISSOLUTION, WINDING UP AND LIQUIDATION OF THE COMPANY		10
7.1	Dissolution		10
7.2	Liquidation		10
	7.2.1 Distributions and Payments		10
	7.2.2 Distribution of Specific Company Assets to the Parties		11
	7.2.3 Liquidation Amount Valuations; Adjustments		12
	7.2.4 Rights Beyond Company Assets		13
SECTION 8.	COVENANTS, LIABILITIES AND INDEMNIFICATION; TERMINATION OF CERTAIN PROVISIONS		13
8.1	Vessel Purchase Options		13
8.2	Liabilities; Indemnification		13
	8.2.1 Liabilities		13
	8.2.2 Indemnification; Reimbursement		14
8.3	Sharing of Termination Fee and Termination Expenses; Antitrust Deficiencies		14
8.4	Termination of Certain Provisions		15
SECTION 9.	BOOKS, RECORDS, ACCOUNTING AND INSURANCE		15
9.1	Books and Records		15
9.2	Bank Accounts		15
9.3	Opening Balance Sheet		16
9.4	Insurance		16
SECTION 10.	DISPUTE RESOLUTION		16
10.1	General		16
10.2	Unassisted Settlement		16
10.3	Arbitration and Costs		17
10.4	Accounting Disputes		17
10.5	Costs		17
SECTION 11.	MISCELLANEOUS		17
11.1	Confidentiality		17

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JOINT VENTURE AGREEMENT

This Joint Venture Agreement, dated as of April 17, 2007 (this Agreement), is made and entered into by and among Teekay Shipping Corporation (Teekay), Teekay Acquisition Holdings, LLC, a wholly owned subsidiary of Teekay (TK Holdings), and A/S Dampskibsselskabet Torm (Torm). Teekay, TK Holdings and Torm are sometimes referred to herein collectively as the Parties and each individually as a Party. The definitions of certain terms used in this Agreement are set forth in Exhibit A.

RECITALS

A. Each of the Parties is engaged in the international operation of vessels owned or operated by such Party.

B. OMI Corporation, a Marshall Islands shipping company (OMI), has agreed to enter into a transaction agreement (as the same may be amended or modified, the Merger Agreement) with the Parties and the Company (as defined below) pursuant to which the Company would acquire OMI on the terms and subject to the conditions of the Merger Agreement.

C. The Parties desire to enter into this Agreement to arrange for the formation of Omaha, Inc. (the Company) as a Marshall Islands corporation and to provide for their interaction directly and through the Company in (a) acquiring OMI, (b) operating its assets prior to distribution thereof to the Parties and (c) effecting such distribution of assets.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Organization of Company

1.1 Formation of Company

Following execution and delivery of this Agreement, TK Holdings and Torm shall promptly cause the Company to be formed under the Marshall Islands Business Corporations Act. The initial Articles of Incorporation and the Bylaws of the Company shall be in the forms attached hereto as Exhibits B-1 and B-2, respectively.

1.2 Purposes of the Company

The purposes of the Company shall be limited to:

(a) seeking to complete the acquisition of OMI through a tender offer for the outstanding shares of OMI common stock (the Tender Offer) followed by a subsequent merger of OMI with and into the Company (the Merger), each as contemplated by the Merger Agreement;

(b) providing for the operation of the Company, of OMI following the Tender Offer and prior to the Merger, and of the Company, as the surviving corporation of the Merger, at all times from the date of this Agreement until the distribution of the Companys assets and liabilities to the Parties;

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		Page
11.2	Press Releases and Other Publicity		18
11.3	Governing Law		18
11.4	Assignment; Third-Party Beneficiaries		18
11.5	Construction		18
11.6	Counterparts		19
11.7	Entire Agreement		19
11.8	Notices		19
11.9	Waivers		20
11.10	Specific Performance		21
11.11	Section 883 Exemption		21
11.12	Restriction on Transfer		21