F-4

As filed with the Securities and Exchange Commission on March 7, 2007

Registration No. 333-

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BRITANNIA BULK PLC*

(Exact Name of Registrant as Specified in Its Charter)

England and Wales	4412	Not Applicable
(Province or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Dexter House
2nd floor
2 Royal Mint Court
London EC3N 4QN
United Kingdom
011 44 20 7264 4900

(Address and Telephone Number of Registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8400

(Name, address and telephone number of agent for service)

Copies to:

Fariyal Khanbabi
Chief Financial Officer
2nd floor Dexter House
2 Royal Mint Court
London EC3N 4QN
United Kingdom S. Griffith Aldrich
Vinson & Elkins R.L.L.P.
CityPoint
One Ropemaker Street
London EC2Y 9UE
United Kingdom

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Unit(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee(2)
11% Senior Secured Notes due 2011	$	185,000,000		100	%		$	185,000,000		$	5,680
Guarantees by certain subsidiaries of Britannia Bulk Plc(3)*	$	185,000,000		—			—			—		(4)

(1)The notes being registered are being offered in exchange for 11% Senior Secured Notes due 2011 previously sold in transactions exempt from registration under the Securities Act. The registration free was computed based on the face value of the 11% Senior Secured Notes due 2011 Estimated for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act.

(2)Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(3)The 11% Senior Secured Notes due 2011 are unconditionally guaranteed, on a joint and several basis, by certain subsidiaries on a senior secured basis. No separate consideration will be paid in respect of these guarantees. See inside facing page for the registrant guarantees.

(4)Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

Britannia Bulkers plc (Exact name of registrant as specified in its charter)
England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Inspecciones Maritimas S.A.
(Exact name of registrant as specified in its charter)
Costa Rica	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
BBL Denmark Holding A/S (Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Britannia Bulkers A/S (Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Britannia Bulk DK A/S (Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Svendborg Ship Management A/S (Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Svendborg Marine Surveyors A/S (Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Britannia Bulk S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Danmar Shipping S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Flagship Maritime S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Northern Star Navigation S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Baltic Navigation Company S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Great Belt Shipping Company S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
International Bulk Services S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Unity Bulk Services S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Channel Bulk Services S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Western Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Atlantic Bulk Services S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Navigator Bulk Services S.A. (Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

PROSPECTUS

US$185,000,000

BRITANNIA BULK PLC

OFFER TO EXCHANGE

all outstanding

11% Senior Secured Notes due December 1, 2011
(US$185,000,000 aggregate principal amount outstanding)

for

11% Senior Secured Notes due December 1, 2011
(US$185,000,000 aggregate principal amount)
that have been registered under the Securities Act of 1933

US$185,000,000 aggregate principal amount of 11% Senior Secured Notes due December 1, 2011, referred to in this prospectus as the original notes, were originally issued and sold by us on November 16, 2006 in a transaction that was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and resold to qualified institutional buyers in compliance with Rule 144A under the Securities Act, to institutional accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and to persons outside the United States in compliance with Regulation S under the Securities Act.

The terms of the exchange notes, referred to in this prospectus as the “exchange notes” or the “notes,” are identical to the terms of the original notes, and evidence the same indebtedness as the original notes, except that the exchange notes will be registered under the Securities Act, will not contain restrictions on transfer or provisions relating to special interest under circumstances related to the timing of the exchange offer, will bear a different CUSIP number from the original notes and will not entitle their holders to registration rights. References we make in this prospectus to the “notes” shall mean both the original notes and the exchange notes.

Our offer to exchange notes for original notes will expire at 5:00 p.m., New York City time, on            , 2007, unless we extend the offer. The terms of the exchange offer are described in this prospectus.

The notes are currently listed on the Luxembourg Stock Exchange. We do not intend to list the notes on any additional securities exchange.

See “Risk Factors” beginning on page 8 for a discussion of risks that you should consider in connection with tendering your original notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                            , 2007

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION	i
PRESENTATION OF INFORMATION	i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	8
USE OF PROCEEDS	23
SELECTED CONSOLIDATED FINANCIAL DATA	24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
BUSINESS	35
MANAGEMENT	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	50
RELATED PARTY TRANSACTIONS	51
THE EXCHANGE OFFER	52
DESCRIPTION OF THE EXCHANGE NOTES	60
TAXATION	108
PLAN OF DISTRIBUTION	117
LEGAL MATTERS	118
INDEPENDENT AUDITORS	118
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES	118
GENERAL INFORMATION	120
GLOSSARY OF SHIPPING TERMS	G-1
INDEX TO FINANCIAL STATEMENTS	F-1
LETTER OF TRANSMITTAL	A-1

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of such document, as the case may be.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form F-4 under the Securities Act of 1933 with respect to the exchange notes offered in this exchange offer. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information with respect to us and our exchange notes, reference is made to the registration statement.

As a result of this exchange offer, we will become subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith will be required to file reports and other information with the Commission. Such financial information shall include annual reports containing consolidated financial statements and notes thereto, together with an opinion thereon expressed by an independent public accounting firm, as well as quarterly reports containing unaudited consolidated financial statements for the first three quarters of each fiscal year. The registration statement, as well as such other information, when so filed, can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission’s regional offices at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661-2511, and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained from the Commission at prescribed rates through its Public Reference Section at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a web site (http://www.sec.gov) that contains the registration statement. We will also make such reports available to prospective investors in the exchange notes, securities analysts and broker-dealers upon their request. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and relating to short-swing profits reporting and liability.

You may request a copy of any of these future filings, at no cost, by writing or calling us at the following address or phone number:

Britannia Bulk Plc
Dexter House
2nd Floor
2 Royal Mint Court
London EC3N 4QN
United Kingdom
Telephone: 011 44 20 7264 4900

PRESENTATION OF INFORMATION

Unless otherwise indicated, statements in this prospectus relating to market share, ranking and data are derived from management estimates based, in part, on independent industry publications, reports by market research firms or other published independent sources. Any discrepancies in any table between totals and the sums of the amounts listed in such table are due to rounding.

All financial information in this prospectus is presented in accordance with U.S. GAAP. However, in this prospectus we also use EBITDA, which we define as earnings before interest, income taxes, depreciation and amortization. EBITDA is not defined under U.S. GAAP. We have included EBITDA in this prospectus because it is used by investors to measure our performance or liquidity. To evaluate EBITDA, the components of EBITDA, such as net income and interest charges and the variability of such components over time, should also be considered. Investors should be cautioned, however, that EBITDA is not a measure recognized under U.S. GAAP and should not be construed as an alternative to net income, cash from operating activities or any other indicator of our performance or liquidity under

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U.S. GAAP. Our method of calculating EBITDA may differ from the methods used by other companies and, as a result, the EBITDA measures presented in this prospectus may not be comparable to other similarly titled measures disclosed by other companies. For a reconciliation of EBITDA to net income, see footnote (2) under “Selected Consolidated Financial Data.”

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements,” as defined by U.S. federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases may identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described in this prospectus, and the achievement of the expected results associated therewith, depend on many events, some or all of which are not predictable or within our control. Our actual results may differ materially from our expected results.

Factors that may cause our actual results to differ from our expected results include:

·our ability to timely identify and acquire additional vessels as needed and on terms we deem reasonable;

·our substantial debt evidenced by the notes;

·our ability to generate cash to service our debt;

·restrictive covenants under the notes;

·the extent to which we can implement our business strategy;

·changes in demand and rate levels for the transportation services we offer, changes in services offered by our competitors, dependence on a limited fleet and concentration on a single market;

·political and economic factors and recessions in the regions and countries in which we operate;

·seasonality of the market;

·decreases in shipping volumes, including Russian coal for export;

·compliance with safety and environmental protection and other governmental requirements;

·increased inspection procedures and strict regulatory controls;

·escalation of insurance costs;

·catastrophic losses and other liabilities;

·the arrest of our vessels by maritime claimants;

·severe weather conditions and natural disasters;

·the loss of our key management personnel;

·legal or other proceedings to which we are subject; and

·our ability to continue to charter-in vessels as needed at acceptable rates.

We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we

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believe are appropriate under the circumstances. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

We refer you to the section entitled “Risk Factors”, beginning on page 8, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

iii

PROSPECTUS SUMMARY

This prospectus summary highlights selected information from this prospectus to help you understand our business and the terms of the notes. This prospectus summary does not contain all of the information that you should consider before investing in the notes. You should read the entire prospectus carefully. You should pay special attention to the “Risk Factors” section beginning on page 8. Unless otherwise indicated, all references in this prospectus to our fleet refer to the five drybulk carriers, five barges and three tugs we currently own. Unless otherwise indicated, references in this prospectus to “Britannia Bulk Plc,” “we,” “us,” “our” and the “Company” refer to Britannia Bulk Plc and our subsidiaries. All references in this prospectus to “$,” “U.S.$” and “Dollars” refer to United States dollars.

Our Company

We are an international provider of drybulk transportation services with a focus on transporting coal exports from the Baltic region, primarily to northern and western Europe. Our existing fleet consists of five drybulk vessels, five barges and three tugs, and we intend to use a significant portion of the proceeds of the offering of the original notes to acquire additional drybulk vessels to expand our presence in the Baltic market. In addition to the vessels we own, we routinely charter-in vessels to increase our service capacity and maximize overall profitability.

We derive our revenue primarily from the transportation of coal and other drybulk cargoes in the Baltic region. This region represents a niche market in the international drybulk shipping industry, with unique characteristics such as a predominance of short-haul trades, substantial regulatory requirements and icy conditions. Drybulk transportation in this region is an expanding market, which has increased substantially in recent years due to increased exports of Russian coal to Europe. A significant portion of our revenue is earned under fixed price contracts of affreightment, or COAs, under which we deliver certain amounts of cargo for our customers over terms ranging from four weeks to two years. For the fiscal year ended December 31, 2005, we generated revenue and EBITDA of approximately $184.6 million and $19.0 million, respectively. For the six-month period ended June 30, 2006, we generated revenue and EBITDA of approximately $87.6 million and $8.6 million, respectively. For the definition of EBITDA and its reconciliation to net income, see footnote (1) under “Summary Consolidated Financial and Other Data.”

Our management team provides the strategic and commercial management of our fleet. A majority of our management team has worked together for approximately 13 years, including 11 years prior to joining us. Our team has a diverse international background and speaks a variety of languages, which enables us to more effectively communicate and develop deeper relationships with our wide-ranging base of customers. The technical aspects of our operations are managed by our majority-owned subsidiary, Svendborg Ship Management A/S, or Svendborg, which has extensive expertise in vessel operations in the Baltic region.

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Corporate Information

We are a public limited company organized in the United Kingdom on September 13, 1999 and commenced operations in 2004. Our technical management is provided through our majority-owned subsidiary, Svendborg Ship Management A/S. All of our tugs and barges are owned by our wholly-owned Danish subsidiary, Britannia Bulk DK A/S, and each of our drybulk vessels is owned by one of our wholly-owned subsidiaries incorporated in Panama.

Our principal executive and registered office is located at Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN. Our telephone number at that address is 011 44 20 7264 4900. Our corporate website address is http://www.britbulk.com. The information contained in or accessible from our corporate website is not part of this prospectus.

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The Exchange Offer

On November16, 2004, we completed a private placement of the original notes. As part of that private placement, we entered into a registration rights agreement with the initial purchasers of the original notes in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete the exchange offer within 180 days after the date we issued the original notes. The following is a summary of the exchange offer.

Original Notes	On November 16, 2004, we issued $185 million aggregate principal amount of 11% Senior Secured Notes due 2011.
Exchange Notes	11% Senior Secured Notes due 2011. The terms of the exchange notes are identical to those terms of the original notes, except that the transfer restrictions, registration rights and provisions for additional interest do not apply to the exchange notes.
Exchange Offer	We are offering to exchange the exchange notes for original notes.
Expiration Date	The exchange offer will expire at 5:00 p.m. New York City time, on             2007, unless we decide to extend it.
Condition to Exchange Offer	The registration rights agreement does not require us to accept original notes for exchange if the exchange offer or the making of any exchange by a holder of the original notes would violate any applicable law or interpretation of the staff of the SEC. A minimum aggregate principal amount of original notes being tendered is not a condition to the exchange offer. Please see, “Exchange Offer - Conditions to the Exchange Offer” for more information about the conditions of the exchange offer.
Procedures for Tendering Original Notes	To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering notes held in book-entry form. These procedures, which we call “ATOP,” require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program and that DTC confirm that: ·  DTC has received your instructions to exchange your notes, and ·  you agree to be bound by the terms of the letter of transmittal.
	For more details, please read “Exchange Offer—Terms of the Exchange Offer” and “—Procedures for Tendering.”
Guaranteed Delivery Procedures	None.

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Withdrawal of Tenders	You may withdraw your tender of original notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m. New York City time on the expiration date of the exchange offer. Please read “Exchange Offer—Withdrawal of Tenders.”
Acceptance of Original notes and Delivery of Exchange Notes	If you fulfill all conditions required for proper acceptance of original notes, we will accept any and all original notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time on the expiration date. We will return any original notes that we do not accept for exchange to you without expense as promptly as practicable after the expiration date. We will deliver the exchange notes as promptly as practicable after the expiration date and acceptance of the original notes for exchange. Please read “Exchange Offer—Terms of the Exchange Offer.”
Fees and Expenses	We will bear all expenses related to the exchange offer. Please read “Exchange Offer—Fees and Expenses.”
Use of Proceeds	The issuance of the exchange notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement.
Consequences of Failure to Exchange Original Notes	If you do not exchange your original notes in this exchange offer, you will no longer be able to require us to register the original notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the original notes unless we have registered the original notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
U.S. Federal Income Tax Considerations	The exchange of exchange notes for original notes in the exchange offer will not be a taxable event to you for U.S. federal income tax purposes. Please read “Tax Considerations—Federal Income Tax Considerations.”
Exchange Agent	We have appointed Wilmington Trust Company as exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Ms. Mary St. Amand.

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The Exchange Notes

The exchange notes will be identical to the original notes except that the exchange notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for special interest and will contain different administrative terms. The exchange notes will evidence the same debt as the original notes, and the same indenture will govern the exchange notes and the original notes.

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please read “Description of the Exchange Notes.”

Issuer	Britannia Bulk Plc
Securities Offered	US$185,000,000 aggregate principal amount of Senior Secured Notes due 2011.
Maturity	December 1, 2011
Interest	We will pay interest on the exchange notes at an annual rate of 11%.
Interest Payment Dates	We will pay interest on the exchange notes semi-annually in arrears on December 1 and June 1 of each year, commencing June 1, 2007.
Ranking	The exchange notes will be our senior obligations secured by the collateral described below under the heading “Security.” They will rank senior in right of payment to our unsecured senior indebtedness to the extent of the value of the collateral securing the exchange notes, pari passu to our unsecured senior indebtedness to the extent the exchange notes exceed the value of the collateral, and senior in right of payment to any of our subordinated indebtedness. The notes will be effectively subordinated to other debt secured by assets other than the collateral to the extent of the value of the assets securing such debt.
Guarantees	The payment of the principal, premium and interest on the exchange notes will be guaranteed on a senior secured basis by all of our existing subsidiaries and future “restricted subsidiaries” we create or acquire in the future.
Security	The exchange notes will be secured by a first priority lien for the benefit of the holders of the exchange notes on (i) our existing vessels, including five drybulk vessels, five barges and three tugs, (ii) vessels acquired with the net proceeds of the original offering and (iii) related collateral including the Vessel Acquisition Account.
Optional Redemption	We may redeem some or all of the exchange notes, at our option, in whole or in part at any time after December 1, 2009 at the redemption prices listed under “Description of Notes—Optional Redemption” with accrued and unpaid interest, if any, to the date of redemption.

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	Prior to December 1, 2009, we may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings at a redemption price of 112.75% of the accreted value of the notes, plus accrued and unpaid interest to the date of redemption.
Change of Control	If a change of control occurs, subject to certain conditions, we must offer holders of the exchange notes an opportunity to sell us their exchange notes at a purchase price of 101% of the accreted value of the notes, plus accrued and unpaid interest to the date of the purchase.
Excess Cash Flow Offer	Within 60 days after the end of fiscal year 2007 and each subsequent fiscal year, the Company will be required to use a specified percentage of its excess cash flow (as defined in the Indenture), if such excess cash flow exceeds $5 million, to make a pro rata offer to purchase the exchange notes at a price equal to 101% of the accreted value thereof plus accrued and unpaid interest to the date of purchase. The percentage of excess cash flow required to be used to offer to repurchase notes will be 100% with respect to the initial period ending December 31, 2007 and fiscal year 2008, and thereafter will be 50% for each subsequent fiscal year. If the amount of exchange notes tendered pursuant to such offer is less than the offered excess cash flow amount, such remaining amounts shall be deposited in the Vessel Acquisition Account. See “Description of Notes—Excess Cash Flow Offer.”
Vessel Acquisition Account	Concurrently with the issuance of the original notes, we deposited into the Vessel Acquisition Account the sum of $140.0 million. These funds will be released for the purpose of purchasing vessels, subject to certain conditions, including that the vessels become collateral for the notes. Amounts in the Vessel Acquisition Account may also be released to make certain interest payments, to make certain capital expenditures and at maturity to repay the notes or redeem the notes. In addition, if, as of December 1, 2008, at least $125.0 million of the initial funds deposited in the Vessel Acquisition Account have not been used to purchase additional vessels in accordance with the Indenture, the difference between the funds that have been so expended and the initial deposit must be used to make an offer to purchase the exchange notes at a price of 101% of the accreted value, plus accrued interest. Any such offered funds that are not used to repurchase notes in such offer will remain in the Vessel Acquisition Account. See “Description of Notes—Vessel Acquisition Account.”

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Certain Covenants	The terms of the notes contain certain covenants that limit our ability and that of certain of our subsidiaries to, among other things: ·  incur or guarantee additional indebtedness; ·  pay dividends on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt; ·  make investments; ·  create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; ·  transfer or sell our assets;
	·  engage in transactions with our affiliates; ·  create liens on our assets; and ·  consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries. These covenants are subject to important exceptions and qualifications, which are described under the caption “Description of Exchange Notes—Certain Covenants.”
Additional Amounts	Any payments made by us with respect to the exchange notes will be made without withholding or deduction for taxes unless required by law. If we are required by law to withhold or deduct for taxes with respect to a payment to the holders of exchange notes, we will pay the additional amount necessary so that the net amount received by the holders of exchange notes (other than certain excluded holders) after the withholding is not less than the amount that they would have received in the absence of the withholding. See “Description of the Exchange Notes—Additional Amounts.”
Transfer Restrictions; Absence of a Public Market for the Notes	The exchange notes generally will be freely transferable; however, there can be no assurance as to the development or liquidity of any market for the exchange notes.
Listing	The exchange notes will be listed on the Luxembourg Stock Exchange.
Governing Law	New York
Trustee and Principal Paying Agent	Wilmington Trust Company
Luxembourg Paying Agent	The Bank of New York

RISK FACTORS

See “Risk Factors” beginning on page 8 for a discussion of certain factors you should carefully consider before deciding to invest in the exchange notes

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RISK FACTORS

An investment in the exchange notes involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, before tendering your original notes for exchange notes.

Risks Relating to Our Business

If we cannot use proceeds from the offering of the original Notes to acquire vessels and expand our fleet, we will be obligated to use the proceeds remaining in the Vessel Acquisition Account to offer to redeem some of the notes.

We intend to use proceeds of this offering to acquire vessels and expand our fleet. We have not yet identified all of the potential vessels that we intend to acquire and we will have broad discretion to determine the cost, age, size and other characteristics of the vessels we may acquire. Further, we intend to conduct customary diligence with respect to these acquisitions and, as a result, suitable acquisition opportunities may not be immediately available or available in a reasonable time. We cannot predict precisely how long it will take to deploy the funds raised from this offering to acquire these new assets. We expect lower returns compared to vessel acquisitions in the same time period on these proceeds during that period as compared to what returns might have been achieved assuming a fully employed fleet of acquired vessels during the same period. If, as of December 1, 2008, at least $125 million of the initial funds deposited in the Vessel Acquisition Account have not been used to purchase additional vessels in accordance with the Indenture, the difference between the funds that have been so expended and the initial deposit must be used to make an offer to purchase notes at a price of 101% of the accreted value, plus accrued interest. Any such offered funds that are not used to repurchase notes in such offer will remain in the Vessel Acquisition Account. See “Description of Notes—Vessel Acquisition Account.”

We are a recently formed company with a limited history of operations.

We are a recently formed company and have a limited performance record, operating history and historical financial statements upon which you can evaluate our operations or our ability to implement and achieve our business strategy. We cannot assure you that we will be successful in implementing our business strategy, which would adversely affect our results of operations and financial condition.

If we cannot find profitable employment for additional vessels that we acquire, our earnings will be adversely affected.

We generally acquire vessels free of charter or contract, although we may acquire some vessels with time charters. In addition, where a vessel has been under voyage charter, it is rare in the shipping industry for the last charterer of the vessel in the seller’s hands to continue as the first charterer of the vessel in the buyer’s hands. We cannot assure you that we will be able to arrange immediate or profitable employment for vessels that we acquire. Further, we intend to use the net proceeds from this offering to acquire additional drybulk vessels, none of which may have an existing charter or contract for service at the time of acquisition. If we are unable to procure employment for any newly-acquired vessels, including the vessels to be acquired with the proceeds from the offering of the Original Notes, our earnings will be adversely affected.

We depend on the Baltic coal trade for a large part of our revenues and a decline in coal demand may negatively impact our results.

We depend on the Baltic coal trade for a large part of our revenues and a decline in coal demand may cause a decrease in the coal trade, which may result in a decrease in demand for our vessels. The principal factors affecting demand for coal are outside of our control, and the nature, timing and degree of changes in economic conditions are unpredictable.

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The principal factors that influence demand for coal include:

·the relative price and availability of other methods of producing electricity compared against coal;

·environmental and other regulatory developments;

·government actions such as controls on imports, exports and prices, new forms of taxation and increased government regulation;

·global and regional economic and political conditions; and

·developments in international trade.

Our ability to employ a significant portion of our vessels will depend upon, among other things, the then current state of the coal trade. If rates are low when our vessels’ contracts expire, or when we are trying to employ newly acquired vessels, we may be forced to charter them at reduced rates or even possibly a rate whereby we incur a loss, which may reduce our earnings or adversely affect our financial condition.

The operation of drybulk carriers has certain unique operational risks, which can result in damage to vessels, equipment and cargoes.

The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the ship create risks. By their nature, drybulk cargoes are often heavy, dense, easily shifted and react badly to water exposure. We primarily serve the Baltic drybulk market. From December to May, many of our typical trade routes are ice-covered. These conditions increase the risk to vessel and crew safety as vessels are more difficult to navigate and may be damaged by the ice. In addition, drybulk carriers are often subjected to battering treatment with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers during unloading operations. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breaching at sea and hull breaches in drybulk carriers may lead to the flooding of the vessels’ holds. If a drybulk carrier suffers flooding in its forward holds the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessels’ bulkheads leading to the loss of the vessel. If we are unable to adequately maintain our vessels we may be unable to prevent these events.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of repairs are unpredictable and can be substantial. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or we may be forced to travel to a drydocking facility that is distant from the relevant vessel’s position. The loss of earnings while our vessels are being repaired, repositioned and forced to wait, as well as the actual cost of these repairs, would decrease our earnings and reduce the amount of cash that we have available for interest payments. We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay costs not covered by our insurance. Any of these circumstances or events could negatively impact our business, financial condition and results of operations. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

We may not be able to grow or effectively manage our growth, which could cause us to incur additional indebtedness and other liabilities and adversely affect our business.

A principal focus of our business strategy is to grow by expanding our business. We intend to acquire additional drybulk vessels with a significant portion of the proceeds of this offering. The addition of these vessels to our fleet will result in a significant increase in the size of our fleet and impose significant additional responsibilities on our management and staff. As we expect our fleet to grow further, we may be

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required to increase the number of our personnel. We will also have to increase our customer base to provide continued employment for the new vessels. Our future growth will depend on a number of factors, some of which we can control and some of which we cannot. These factors include our ability to:

·locate and acquire suitable vessels;

·identify and consummate acquisitions or establish joint ventures;

·integrate acquired vessels successfully with our existing operations;

·expand our customer base;

·manage our expansion, including improving and growing our financing and operating systems;

·recruit suitable additional seafarers and shore-based administrative and management personnel; and

·obtain required financing for our existing and new operations.

Growing any business through acquisitions presents numerous risks, including undisclosed liabilities and obligations, the possibility that indemnification agreements will be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures and policies, difficulty obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Future acquisitions could result in the incurrence of additional indebtedness and liabilities that could have a material adverse effect on our business, results of operations, cash flows and financial condition. In addition, competition from other buyers for vessels could reduce our acquisition opportunities or cause us to pay a higher price than we might otherwise pay. We cannot assure you that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with these plans.

It is customary for new buildings to have warranties for a period of time after delivery. Since we intend to purchase secondhand vessels, we do not expect these vessels to have the benefit of such warranties.

We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

To a significant extent, our success depends upon the abilities and efforts of our management team and our ability to hire and retain key members of our management team. Specifically, individuals on our management team have established strong relationships with each of our customers, which in some cases predate such executive’s employment with us. The loss of any of these individuals could adversely affect our business prospects and financial condition. In addition, difficulty in hiring and retaining personnel could adversely affect our business, results of operations, cash flows and financial condition.

Government action in Russia could create a difficult business climate which could adversely affect our business prospects, results of operations and financial performance.

Certain actions by the Russian government could create a difficult business climate in Russia. The government has considerable discretion with respect to certain actions, such as withdrawal of licenses, tax audits and criminal prosecutions. If such steps are taken against producers or exporters of Russian coal, the amount of Russian coal that is exported through the Baltic could be limited. If the government were to take action that would affect the export of Russian coal through the Baltic, such action would have a material adverse effect on our business, results of operations and financial condition.

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We depend upon a few significant customers for a large part of our revenues, and the loss of one or more of these customers could adversely affect our business prospects, results of operations and financial performance.

We have derived, and expect to continue to derive, a significant part of our revenue from a small number of key customers. For example, two of our customers accounted for 30% of our revenues for the year ended December 31, 2006. If one or more of these key customers is unable to perform under one or more contracts or charters with us and we are unable to find a suitable replacement contract or charter, if a key customer exercises certain rights to terminate a contract or charter, or if a key customer decides not to contract for or charter our vessels in the future, we could suffer a loss of revenues that could materially adversely affect our business, financial condition, results of operations and cash available for interest payments on the notes. If we lose a key customer, we may be unable to obtain contracts or charters on comparable terms or may become subject to the volatile spot market, which is highly competitive and subject to significant price fluctuations.

Purchasing and operating previously owned vessels and the aging of our fleet may result in unexpected repair costs, increased operating costs and reduced fleet utilization.

Our current business strategy includes the acquisition and operation of previously owned vessels. While we have the right to inspect previously owned vessels prior to purchase, such an inspection does not provide us with the same knowledge about their condition that we would have if these vessels had been built for and operated exclusively by us. Previously owned vessels may have conditions or defects that we were not aware of when we bought the vessels and that may require us to incur costly repairs to the vessels, particularly since second-hand vessels generally do not receive the benefit of warranties. If this were to occur, such hidden defects or problems may be expensive to repair when detected and, if not detected, may result in accidents or other incidents for which we may become liable to third parties. Repairs may require us to put a vessel into drydock, which would reduce our fleet utilization and increase our costs. We do not expect to receive the benefit of warranties on previously owned vessels.

Our fleet has a combined capacity of 257,000 dwt and an average age of 22.2 years. In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers and shippers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of vessels may also require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which our vessels may engage or how and when vessels need to be dismantled and disposed of. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

The shipping industry has inherent operational risks that may not be adequately covered by our insurance.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurance includes hull and machinery insurance, war risk insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance, and insurance against loss of hire, which covers business interruptions that result in the loss of use of a vessel. We can give no assurance that we are adequately insured against all risks that we may face or that our insurers will pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, we may not be able to maintain or obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance

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coverage for tort liability. Our insurance policies also contain deductibles, limitations and exclusions that may increase our costs.

Our operating results are subject to seasonal fluctuations, which could affect our operating results and our ability to make interest payments.

We operate our vessels in markets that have seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The drybulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, drybulk shipping rates have historically been lower during the fiscal quarters ended June 30 and September 30, and, conversely, have historically been higher in fiscal quarters ended December 31 and March 31. While this seasonality has not materially affected our operating results, it could materially affect our operating results and cash available for interest payments in the future.

We depend on COAs, which could lock us in at unfavorable rates for our shipping service for a certain amount of time.

Historically, we have depended in large part on COAs. While COAs provide a relatively stable and predictable source of income, they fix the rate we are paid for our drybulk shipping services. Once we have entered into a COA, factors beyond our control may cause the rates we are paid under that COA to become unprofitable. Nevertheless, we would be obligated to continue to perform at these rates for the terms of the COA, which could have a material adverse effect on our business, results of operations and financial condition.

Our business strategy includes chartering-in vessels, which could result in certain material adverse effects on our business, results of operations and financial condition.

Our business strategy depends in part on our ability to charter-in vessels. If we are not able to find vessels to charter-in in the future, or to charter-in vessels at what we deem to be a reasonable rate, we may need to adjust our business strategy and we may experience material adverse effects on our business, results of operations and financial condition. In addition, if we charter-in a vessel and shipping rates were to subsequently decrease substantially or we were unable to find immediate employment for that vessel, our obligation under the charter to pay above-market rates may adversely affect our results of operations and financial condition.

Labor interruptions could disrupt our business.

Our vessels are crewed by seafarers who generally have one-year employment contracts with us. Industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and if, not resolved in a timely and cost-effective manner could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Because we generate nearly all of our revenues in U.S. dollars, but incur some of our expenses in other currencies, exchange rate fluctuations could adversely impact our results of operations and financial condition.

In 2006, we generated nearly all of our revenues in U.S. dollars but incurred approximately 81% of our expenses in U.S dollars and 19% in currencies other than the U.S. dollar, primarily the Euro, English Pound and Danish Kroner. A change in exchange rates could adversely impact our results of operations and financial condition.

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It may be difficult to serve process on or enforce a United States judgment against our officers, our directors and us.

We are a public limited company incorporated under the laws of England and Wales. All of the Company’s directors and executive officers live outside of the United States. Substantially all of the assets of the Company’s directors and officers and the Company’s assets are located outside the United States. As a result, it may not be possible for you to serve process on such persons or the Company in the United States or enforce judgments obtained in U.S. courts against them or the Company to the extent assets located in the United States are insufficient to satisfy the judgments. In addition, there is uncertainty as to whether the courts of the United Kingdom would (1) enforce judgments of United States courts obtained against us or our officers and directors predicated on the civil liability provisions of the United States federal or state securities laws, or (2) entertain original actions brought in courts in the United Kingdom against us or our officers and directors predicated on United States federal or state securities laws. As a result, it may be difficult for you to enforce judgments obtained in courts within or outside the United States against our directors and officers, including actions predicated upon the civil liability provisions of the federal securities laws of the United States.

Industry Specific Risk Factors

The international drybulk shipping industry is cyclical and volatile, which may lead to reductions and volatility in our charter or contract rates, vessel values and results of operations.

The international drybulk shipping industry is cyclical, with attendant volatility in charter hire rates, contract rates for COAs and profitability. The degree of charter hire and contract rate volatility among different types of drybulk carriers has varied widely. Although charter hire rates for drybulk vessels have declined from their peak levels, they are still high relative to historic levels. Fluctuations in charter and contract rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the major commodities carried by marine vessels internationally. The factors affecting supply and demand for vessels and supply and demand for products or materials transported by drybulk carriers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence demand for drybulk carriers include:

·supply and demand for drybulk products;

·the distance drybulk products are to be moved by sea;

·the globalization of manufacturing;

·global and regional economic and political conditions;

·changes in global production of drybulk cargoes;

·developments in international trade;

·changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported;

·environmental and other regulatory developments; and

·currency exchange rates.

The factors that influence the supply of drybulk carriers include:

·the number of newbuilding deliveries;

·the scrapping rate of older vessels;

·the costs of building new vessels and drydocking vessels for repair;

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·changes in environmental and other regulations that may limit the useful life of vessels;

·the number of vessels that are out of service;

·vessel casualties; and

·port or canal congestion.

Our ability to recharter or recontract our drybulk carriers upon the expiration or termination of their current time charters or COAs and the charter or contract rates payable under any renewal or replacement charters or COAs will depend upon, among other things, the then current state of the drybulk carrier market and the demand for the cargoes we carry, primarily coal. If the drybulk carrier market or the coal market is in a low period when our vessels’ charters or contracts expire, or we are trying to charter, or enter into COAs, with respect to newly acquired vessels, we may be forced to charter or contract them at reduced rates or even possibly a rate whereby we incur a loss, which may reduce our earnings or make our earnings volatile.

In addition, because the market value of our vessels may fluctuate significantly, we may incur losses when we sell vessels, which may adversely affect our earnings. If we sell vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel’s carrying amount on our financial statements, resulting in a loss and a reduction in earnings.

Charter rates for drybulk carriers have been at historically high levels recently and future growth will depend on continued growth in the world economy.

Although charter hire rates for drybulk vessels have declined from their peak levels, they are still high relative to historic levels. We anticipate that future demand for our drybulk carriers and drybulk charter rates will be dependent, in part, upon continued economic growth in the Asia Pacific region and the rest of the world, seasonal and regional changes in demand and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase and there can be no assurance that economic growth will continue. Adverse economic, political, social or other developments could have a material adverse effect on our business, results of operations, cash flows and financial condition.

The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargo by sea is intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter the drybulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower rates than we are able to offer.

Rising fuel prices may adversely affect our profits.

We bear the cost of fuel used to power our vessels in many of our shipping operations, including when our vessels are subject to COAs. The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. A substantial increase in the cost of fuel in the future may adversely affect our profitability and reduce the competitiveness of our business versus other forms of transportation such as truck or rail.

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We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions and treaties, regional, national, state and local environmental and operational safety laws and regulations in force in the jurisdictions in which our vessels operate, including those described below, as well as in the country or countries of their registration. Because such conventions, treaties, laws and regulations are often revised, we cannot predict the ultimate cost of compliance or the impact thereof on the resale price or useful life of our vessels. Additional conventions, treaties, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and other authorizations with respect to our operations, and some of the conditions imposed by such governments and agencies to obtain or renew such authorizations may include requirements or conditions outside of our control.

The operation of our vessels is affected by the requirements set forth in the International Maritime Organization’s, or IMO’s, International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes, among other things, the adoption of a safety and environmental protection policies setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Any failure on our part to comply with the ISM Code may subject us to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports.

Many countries have ratified and follow the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended, or the CLC, and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, a vessel’s registered owner is strictly liable for pollution damage caused in the territory (including the territorial waters) of a contracting state by discharge of persistent oil, subject to certain exceptions. Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The right to limit the amount of liability is also forfeited under the CLC where the spill is caused by the owner’s actual fault or privity and, under the 1992 Protocol, where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance coverage. In jurisdictions where the CLC has not been adopted, various national legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.

Other international conventions may be relevant in certain circumstances, including MARPOL and SOLAS (which are discussed below). Various requirements under international conventions are also implemented directly through national legislation.

The United States Oil Pollution Act of 1990 or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters. OPA allows for potentially unlimited liability without regard to fault of vessel owners, operators and bareboat charterers for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel), in U.S. waters. OPA also expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution materials occurring within their boundaries.

These requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo-capacity, ship modifications or operational changes or restrictions, lead to decreased availability of

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insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in, certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, in the event that there is a release of pollutants from our vessels or otherwise in connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with our current or historic operations. Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels.

In addition, in complying with OPA 90, IMO regulations, EU directives and other existing laws and regulations and those that may be adopted, shipowners may incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements and the associated plans for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and to require significant capital expenditures for our vessels to remain in compliance, or even to lead to the scrapping or selling of certain vessels altogether. For example, various jurisdictions are considering regulating the management of ballast water to prevent the introduction of non-indigenous species considered to be invasive. In addition, as a result of accidents such as the November 2002 oil spill from the motor tanker Prestige, a 26 year old single-hull tanker (which was owned by a company unrelated to us), we believe that regulation of the shipping industry will continue to become more stringent and more expensive for us and our competitors. Future accidents can be expected in the industry, and such accidents or other events could be expected to result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which could have a material adverse effect on our business and financial results.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows and financial condition.

World events could affect our results of operations and financial condition.

Terrorist attacks such as those in New York on September 11, 2001 and in London on July 7, 2005, as well as the threat of future terrorist attacks in the United States or elsewhere, may cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Terrorists have specifically targeted vessels in the past, and there can be no assurance they will not do so in the future. The continuing conflict in Iraq may also lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our business, results of operations, cash flows, costs and financial condition.

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Compliance with safety and other vessel requirements imposed by classification societies may be very costly.

The hull and machinery of large, ocean-going commercial vessels must be certified as being “in class” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel.

A drybulk vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.

If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which would negatively impact our business, results of operations, cash flows and financial condition.

Maritime claimants could arrest our vessels, which could interrupt our cash flow.

Certain claimants may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. Such liens may arise in support of, among other things, claims by unpaid ship builders or ship repairers remaining in possession of the vessel, claims for salvage, claims for damage caused by a vessel in collision, claims for seamen’s wages, master’s wages and other employment benefits and master’s disbursements and claims for pilotage, as well as potential claims for necessary goods and services supplied to a vessel. This list should not be regarded as definitive or exhaustive, as the categories of claims giving rise to maritime liens, and the ranking of such liens, vary from one jurisdiction to another.

In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest lifted.

In addition, in some jurisdictions, under the “sister ship” theory of liability, it may be possible for a claimant to arrest both the vessel subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our business, results of operations, cash flows and financial condition.

Risks Relating to the Notes and Our Other Indebtedness

The Indenture governing the notes imposes significant operating and financial restrictions on us that may limit our ability to successfully operate our business.

The Indenture governing the notes will impose significant operating and financial restrictions on us, including those that limit our ability to engage in actions that may be in our long term interests. These restrictions limit our ability to, among other things:

·incur additional debt;

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·pay dividends or make other restricted payments;

·create or permit certain liens;

·make investments;

·sell vessels or certain other assets;

·create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;

·engage in transactions with affiliates; and

·consolidate or merge with or into other companies or sell all or substantially all of our assets.

In addition, we will be required to use specified portions of our excess cash flow, if any, to make annual offers to repurchase notes, as described under “Description of Exchange Notes—Excess Cash Flow Offer.”

See “Description of Exchange Notes—Certain Covenants.” These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.

In the event of foreclosure, the proceeds from a sale of the collateral securing the notes may not be sufficient to satisfy amounts due on the notes.

The exchange notes will be secured by, among other things, a first priority lien in favour of the trustee for the benefit of the holders of the exchange notes on our existing vessels, which include five drybulk vessels, five barges and three tugs, the vessels to be acquired with the net proceeds of the offering of the original notes. The amount to be received from a foreclosure or similar disposition of the collateral will depend upon numerous factors including market and economic conditions, the availability of buyers, the timing and manner of sale and similar factors. There can be no assurance that the collateral can or will be liquidated in a short period of time or at all. As a result, we cannot assure you that the proceeds of any sale of the collateral would be sufficient to satisfy amounts due on the notes. If the proceeds from the sale of the collateral are not sufficient to repay all amounts due on the notes, the holders of the notes would have only a senior unsecured claim against our remaining assets. Furthermore, the collateral will likely decline in value over time.

Because the notes were issued with “original issue discount,” you will be taxed on income in advance of the receipt of cash attributable to that income.

The notes were issued with original issue discount, or OID, for U.S. federal income tax purposes. As a result, a U.S. Holder will be required to include OID in its gross income periodically over the term of the notes before receipt of the cash or other payment attributable to such income. See “Taxation—Certain U.S. Federal Income Tax Considerations—Tax Treatment of U.S. Holders—Original Issue Discount.”

We may incur debt and acquire vessels in the future as our Indenture permits, and such vessels will not serve as collateral for the notes.

Under the terms of the Indenture, if we acquire vessels with funds other than the proceeds of the offering of the original notes and which are not otherwise restricted under the Indenture, such acquired vessels may not become collateral for the notes. If we were to default on our obligations under the notes, any vessels that are not collateral for the notes may not be available for satisfaction of claims of noteholders and may be subject to the claims of other creditors.

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We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations, including the payment of interest on the notes.

We are a holding company, and our subsidiaries conduct all of our operations or own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations, including the payment of interest on the notes, depends on the ability of our subsidiaries to distribute funds to us.

We will have a substantial amount of indebtedness following the offering of original notes, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants of the notes and future credit facilities and make payments on our debt, including the notes.

As of December 31, 2006, we would have had total debt in the principal amount of $185 million. In addition, we intend to enter into a revolving credit agreement in the future. We may also incur additional debt in accordance with the terms of the Indenture, which may be secured in certain circumstances, to acquire vessels in the future.

Our level of debt could have important consequences for you, including the following:

·we may have difficulty borrowing money in the future for acquisitions, capital expenditures or to meet our operating expenses or other general corporate obligations;

·we will need to use a substantial portion of our cash flows to pay interest on our debt, which will reduce the amount of money we have for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other business activities;

·we may have a higher level of debt than some of our competitors, which may put us at a competitive disadvantage;

·we may be more vulnerable to economic downturns and adverse developments in our industry or the economy in general; and

·our debt level could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt obligations could harm our business, financial condition and results of operations.

Our ability to service our indebtedness and fund future capital expenditures will depend on our ability to generate cash from operations in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our debt. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. In addition, any failure to make scheduled payments of interest and principal on the notes or any other outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms. Our cash flow and capital resources may be insufficient for payment of interest on and principal of our debt in the future, including payments on the notes, and any such alternative measures may be unsuccessful or may not permit us to meet scheduled debt service obligations, which could cause us to default on our obligations and could impair our liquidity.

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We cannot assure you that an active trading market will develop for the notes, and the market price of the notes may be volatile.

Prior to the sale of the original notes, there has been no public market for any of the notes and we cannot assure you as to:

·the liquidity of any such market that may develop;

·your ability to sell your notes; or

·the price at which you would be able to sell your notes.

If such a market were to exist, the notes could trade at prices that may be lower than the principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance. The notes will be eligible for trading in The Portal Market. In addition, even though we have listed the notes on the Official List and the notes are admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, we cannot assure you as to the development or liquidity of an active market for the notes. If an active market does not develop or is not maintained, the price and liquidity of the notes may be adversely affected.

You may not be able to sell your notes at a particular time or at a price favorable to you. Future trading prices of the notes will depend on many factors, including:

·our operating performance and financial condition;

·our ability to complete the offer to exchange the notes for registered notes or to register the notes for resale in the United States;

·the interest of securities dealers in making a market;

·any downgrade in the rating of the notes by a rating agency;

·the market for similar securities; and

·prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in prices. The market for the notes, if any, may be subject to similar disruptions. A disruption may have a negative effect on you as a holder of the notes, regardless of our prospects or performance.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of a change of control, holders of the notes will have the right to require us to repurchase all or any part of such holders’ notes at a price equal to 101% of the accreted value of the notes, plus accrued and unpaid interest, if any, to the date of purchase. We may not have sufficient funds at the time of the change of control to make the required repurchases. The source of any funds for any repurchase required as a result of a change of control will be our available cash or cash generated from our business operations or other sources, including borrowings, sales of assets, sales of equity or funds provided by a new controlling entity. We cannot assure you, however, that sufficient funds would be available at the time of any change of control to make any required repurchases of the notes tendered. See “Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

A court may void the guarantees of the notes or subordinate the guarantees to other obligations of the guarantors.

Although standards may vary depending upon applicable law, a court could void all or a portion of the guarantees of the notes or subordinate the guarantees to other obligations of the guarantors. If the claims

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of the holders of the notes against any guarantor were voided or held to be subordinated in favor of other creditors of that guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the notes. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims, there would be sufficient assets remaining to satisfy the claims of the holders of the notes.

Maritime liens may arise and take priority over the liens securing the notes.

If maritime liens are attached to our vessels, such liens may take priority over the liens securing the notes. Maritime liens, such as liens for unpaid crew wages or personal injuries, may attach without any court action, registration or documentation and accordingly their existence cannot necessarily be identified. Maritime liens that attach to the collateral would reduce the amount available to our note holders for recovery in the event of a default on the notes.

Insolvency could adversely affect the ability of holders of the notes to enforce their rights under the notes.

There is a risk under English law that if we and/or our English subsidiaries were to go into liquidation, administration or other insolvency proceedings, or Insolvency, the ability of the holders of the notes to recover in full or in part may be impaired. In particular:

·upon Insolvency, there may be inadequate funds available to pay the holders of the notes in full or in part. Insofar as the holders of the notes are secured creditors in an Insolvency, there may be inadequate funds to pay secured creditors;

·secured debts pursuant to floating charges will rank in priority after the expenses of the liquidation and preferential debts (e.g. certain occupational pension obligations and amounts owed to employees);

·a certain proportion of assets covered by any floating charge is “ring fenced” and made available pro-rata to unsecured creditors (which may include the holders of the notes for those purposes). The exact amount will depend upon the total value of our and our relevant subsidiaries’ property. Currently the total amount ring fenced cannot exceed £600,000. It is always possible that this amount might be increased by subsequent legislation; and

·under English insolvency law, an administrator or liquidator, or Office Holder, of a company has certain powers to apply to an English court to challenge certain transactions entered into by a company. In particular:

·as a transaction at an undervalue: where a company has, within the period of two years ending with the onset of insolvency, entered into a transaction with any person at an undervalue, the Office Holder may apply to the court for an order to restore the position to what it would have been if the company had not entered into that transaction. A company enters into a transaction with a person at an undervalue if the company makes a gift to that person or otherwise enters into a transaction with that person on terms that provide for the company to receive no consideration, or if the company enters into a transaction with that person for a consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the company; and

·as a preference: where a company has at a relevant time (within six months ending with the onset of insolvency or two years in the case of a “connected person”) given a preference to any person, the Office Holder may apply to the court for an order to restore the position to what it would have been if the company had not given that preference. A company gives a preference to a person if that person is one of the company’s creditors or a surety or guarantor for any of the company’s debts or other liabilities, and if the company does anything or suffers anything to be done which, in either

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case, has the effect of putting that person into a position which, in the event of the company going into insolvent liquidation, will be better than the position he would have been in if that thing had not been done.

Upon such an application, the court must make such order as it thinks fit but the court must not make such an order in respect of (i) a transaction at an undervalue if it is satisfied that the company which entered into the transaction did so in good faith and for the purpose of carrying on its business, and that, at the time it did so, there were reasonable grounds for believing that the transaction would benefit the company; or (ii) a preference given to any person unless the company which gave the preference was influenced in deciding to give it by a desire to produce, in relation to that person, the effect of putting that person into a position which, in the event of the company going into insolvent liquidation, would be better than the position he would otherwise have been in.

It should be noted that pursuant to the European Union Regulation on Insolvency Proceedings 2000, the courts of the member state in which the debtor’s centre of main interests is situated has jurisdiction to open insolvency proceedings. There is a presumption that the centre of main interests will be where the company’s registered office is located, but this presumption can be rebutted by evidence to the contrary. In addition, the centre of main interests to the company may change over time. There is therefore a risk that if, on the facts at the time the relevant company is insolvent, the centre of our main interests or those of our relevant subsidiary may not be England but another member state. In those circumstances we and/or the relevant subsidiary as appropriate will be subject to insolvency proceedings and the insolvency laws of that member state. Further, subsidiary insolvency proceedings may be commenced in other EU states.

Insofar as a claim is accepted by the Liquidator, there may be a significant delay in obtaining any payment from the Liquidator as it will inevitably take the Liquidator time to realise the company’s assets. This delay is unlikely to be compensated in interest. The holders of notes may receive in exchange for their claims the recovery that could be substantially less than the amount of their claims, or even nothing, and any such recovery could be in the form of cash, new debt instruments or some other security. Further, the Liquidator’s ability to enforce security or collateral on behalf of the relevant company may be compromised by defects, procedural restrictions, consent of third parties and practical considerations as stated with the realisation of assets.

Insofar as assets exist in the form of vessels or cargoes, these may be subject to arrest in foreign jurisdictions, and the disposition of those assets will be subject to foreign law and procedure. It is therefore impossible to predict whether and to what extent the value of those assets will be available to any liquidator.

It is impossible to predict what recovery, if any, would be available to a holder of the note in an insolvency.

Changes in law may affect the notes.

No assurance can be given as to the impact of any possible change to U.S., English, Danish, Panamanian or Luxembourg law, tax, regulatory or administrative practice after the date of this document.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under our registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes, the terms of which are identical in all material respects to those of the original notes. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive original notes in a like principal amount. The original notes surrendered in exchange for the exchange notes will be cancelled and cannot be reissued. The issuance of the exchange notes will not result in any change in our aggregate indebtedness.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth historical consolidated historical financial data and other operating data of Britannia Bulk Plc. The summary consolidated historical financial data of Britannia Bulk Plc as of and for the years ended December 31, 2003, 2004 and 2005, and the six-months ended June 30, 2006 are derived from our audited consolidated financial statements. The consolidated financial data for the six-months ended June 30, 2005 are derived from our unaudited financial statements. We have prepared the unaudited information on the same basis as the audited financial statements and have included, in our opinion, all adjustments, consisting only of normal and recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements.

The data in the following tables should be read together with, and is qualified in its entirety by reference to, the historical consolidated financial statements and the accompanying notes included in this prospectus. The tables should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	Year Ended December 31,									Six Months Ended June 30,
	2003			2004			2005			2005				2006
										(unaudited)
	($ in thousands)
STATEMENT OF OPERATIONS DATA:
Revenues:
Contract of affreightment and voyage revenues	$	—		$	39,869		$	144,318			$	74,422		$	79,290
Time charter revenues	—			654			33,295				19,726			5,718
Demurrage and other revenues	—			1,602			6,972				5,265			2,581
Total revenues	$	—		$	42,125		$	184,585			$	99,413		$	87,589
Operating Expenses:
Voyage expenses	$	—		$	11,893		$	49,347			$	22,698		$	34,336
Charter hire expenses	—			16,322			95,937				50,553			31,582
Commissions	—			1,083			4,265				2,750			1,507
Vessel operating expenses	—			2,802			12,137				5,718			7,985
Depreciation and amortization	—			1,114			9,341				3,465			5,872
General and administrative	4			148			3,666				1,944			3,554
Expense to related parties	—			799			131				131			—
Foreign currency translation gains and losses, net	—			88			120				90			44
Total operating expenses	$	4		$	34,249		$	174,944			$	87,349		$	84,880
Operating income (loss)	$	(4	)	$	7,876		$	9,641			$	12,064		$	2,709
Minority interest expense	—			—			(28		)		—			(19		)
Interest income	—			23			272				117			161
Interest expense	—			(271		)	(1,353		)		(636		)	(892		)
Income (loss) before taxes	$	(4	)	$	7,628		$	8,532			$	11,545		$	1,959
Provision for taxes	—			(49		)	(284		)		(143		)	(129		)
Net income (loss)	$	(4	)	$	7,579		$	8,248			$	11,402		$	1,830
Other ratios
Ratio of earnings to fixed charges	—			19x			7x				—			3x
STATEMENT OF CASH FLOWS DATA:
Net cash provided by operating activities	$	—		$	2,922		$	14,410			$	8,063		$	1,910
Net cash used in investing activities	—			(24,888		)	(27,850		)		(11,496		)	(315		)
Net cash (used in) provided by financing activities	—			31,292			10,514				609			(2,396		)
BALANCE SHEET DATA:
Cash				$	9,327		$	6,401						$	5,600
Vessels and other fixed assets, net				24,169			47,678							44,511
Long-term debt, including current portion				15,962			26,200							23,810
Minority interest				—			35							54
Total shareholders’ equity				12,566			32,027							33,870
OTHER FINANCIAL DATA:
EBITDA(1)	(4		)	8,990			18,954				15,529			8,562
OPERATING STATISTICS:
Number of vessels at period end	—			4			12				5			12
Tons shipped (in millions)	N/A			N/A			8.2				3.7			5.8

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(1)EBITDA represents net income plus net interest expense, income tax expense, depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating internal financial statements and is presented for review at our board meetings. EBITDA is also used by our lenders in certain loan covenants. For these reasons, we believe that EBITDA is a useful measure to present to our investors. EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP. EBITDA is not a source of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies.

	Year Ended December 31,								Six Months Ended June 30,
	2003				2004		2005		2005			2006
									(unaudited)
	($ in thousands)
Net income (loss)		$	(4	)	$	7,579	$	8,248		$	11,402	$	1,830
Plus:
Interest expense, net		—			248		1,081			519		731
Provision for taxes		—			49		284			143		129
Depreciation and amortization		—			1,114		9,341			3,465		5,872
EBITDA		$	(4	)	$	8,990	$	18,954		$	15,529	$	8,562

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this prospectus. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those set forth in the following discussion and in the sections entitled “Risk Factors” and “Forward-Looking Statements.”

Our Company

We are an international provider of drybulk transportation services with a focus on transporting coal exports from the Baltic region, primarily to northern and western Europe. Our fleet consists of five drybulk vessels, five barges and three tugs, and we intend to use a significant portion of the proceeds of the offering of the original notes to acquire additional drybulk vessels to expand our business relationship with existing customers and to pursue new customers in the Baltic market. In addition to the vessels we own, we routinely charter-in additional vessels to increase vessel capacity and maximize overall profitability. We were founded in 1999 and commenced operations in 2004.

We derive our revenue primarily from the transportation of coal and other drybulk cargoes in the Baltic region. This region represents a niche market in the international drybulk shipping industry, with unique characteristics such as a predominance of short-haul trades, substantial regulatory requirements and icy conditions. Drybulk transportation in this region is an expanding market and has increased substantially in recent years due to increased exports of Russian coal to Europe.

A significant portion of our revenue is earned through COAs. COAs are contracts between a shipper of cargo and a customer pursuant to which the shipper agrees with the customer to transport up to a certain amount of cargo between certain designated ports. COAs generally provide us with a minimum and maximum tonnage demand at a fixed price for the term of the contract, while our customers receive guaranteed transportation capacity at a fixed price. We believe the coal trade in the Baltic region often relies on COAs rather than voyage or time charters primarily because of the predominance of short-haul trades and the fixed contractual relationships between producers and end-users of coal. The terms of our COAs typically range from four weeks to two years. Since COAs do not specify the vessel required to transport the drybulk commodities, we maintain the flexibility to deploy our fleet in the most advantageous and economical manner. These COAs are negotiated year round, but the majority of the contracts are bid for during the months of October through December.

Factors Affecting Our Results of Operations

We believe the important measures for analyzing trends in our results of operations consist of the following:

Ownership days.   We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

Available days.   We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

Operating days.   We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping

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industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

Fleet utilization.   We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

TCE rates.   We define TCE rates as our revenues (net of voyage expenses and commissions) divided by the number of our available days during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters or COAs, because charterhire rates for vessels on voyage charters and COAs are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. Because the amount of voyage expenses we incur for a particular charter depends upon the form of the charter, we use TCE rates to improve the comparability between periods of reported revenues that are generated by the different forms of charters.

Daily vessel operating expenses.   We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period.

The following table reflects our ownership days, off hire days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the periods indicated.

Vessel Name	Ownership days		Available Days		Operating days		Fleet utilization			TCE rates			Daily vessel operating expenses
Year Ended December 31, 2004
Explorer II(1)		32		24		24		100	%	$	21,867			$	4,739
Challenger II(1)		93		92		92		100	%	24,178				5,839
Adventure II		219		219		219		100	%	16,974				4,870
Voyager II		36		36		36		100	%	21,845				9,986
Year ended December 31, 2005
Explorer II		365		365		365		100	%	21,581				4,381
Challenger II		365		365		365		100	%	19,850				4,246
Adventure II		365		264		264		100	%	17,952				4,888
Voyager II		365		365		365		100	%	16,885				6,372
Discovery II		250		250		250		100	%	12,722				8,211
Six-Month Period Ended June 30, 2006
Explorer II		181		124		124		100	%	13,622				5,727
Challenger II		181		134		134		100	%	13,966				5,579
Adventure II		181		181		181		100	%	13,324				5,624
Voyager II		181		181		181		100	%	14,846				5,433
Discovery II		181		181		181		100	%	13,091				5,926
Tugs & Barges (in aggregate)		181		181		181		100	%	29,447		(2)		9,792		(2)

(1)In connection with the acquisition of the subsidiaries owning these vessels, we assumed drydocking expenses incurred by the previous owners prior to us taking delivery of the vessels.

(2)Due to the complementary nature of these vessels, we did not prepare separate TCE rates and daily vessel operating expenses but are presenting aggregate values instead.

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Revenues

Our revenues are driven primarily by the number of vessels in our owned and chartered-in fleet, the number of days during which our vessels operate and the amount of daily and per unit rates that our vessels earn under COAs and charters, that, in turn, are affected by a number of factors, including:

·the duration of our COAs and charters;

·our decisions relating to vessel acquisitions and disposals;

·the amount of time that we spend positioning our vessels;

·the amount of time that our vessels spend in drydock undergoing repairs;

·maintenance and upgrade work;

·the age, condition and specifications of our vessels;

·levels of supply and demand in the drybulk shipping industry; and

·other factors affecting market charter or contract rates for drybulk carriers.

Our revenues have grown significantly since we began operations as a result of the enlargement of our fleet, which has increased our ownership, available and operating days. At the same time, we believe that the effectiveness of the measures that we have undertaken to minimize periods during which our vessels are off-hire, including effective maintenance programs and experienced crew selection, should enable us to maintain relatively high vessel utilization rates. In addition, to the extent we are able to procure profitable employment for the additional vessels we intend to acquire with the proceeds of this offering, revenues are expected to increase.

Voyage Expenses

We incur voyage expenses that include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on COAs and voyage charters because these expenses are for the account of the vessel owner.

As is common in the shipping industry, we pay brokerage commissions ranging from 1.25% to 8% of the total daily charterhire or per ton rate of each charter or contract to unaffiliated ship brokers and in-house brokers associated with the customers, depending on the number of brokers involved with arranging the charter or contract. We believe that the amounts and the structures of our commissions are consistent with industry practices.

We expect that the amount of our voyage expenses will increase as we acquire additional vessels with proceeds of the notes offering.

Charter Hire Expenses

Charter hire expenses include payments made for tonnage chartered-in from third party owners. This expense is affected by the then-existing market for drybulk vessel charter rates.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Our vessel operating expenses, which generally represent fixed costs, have historically increased as a result of the enlargement of our fleet. Our expenses may also be affected by factors beyond our control, some of which may affect the shipping industry in general, including

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development relating to market prices for insurance. We expect these expenses to increase as we acquire additional vessels with proceeds from this offering.

General and Administrative Expenses

We incur general and administrative expenses, including our onshore vessel-related expenses such as legal and professional expenses, and other general vessel expenses. Our general and administrative expenses also include our payroll expenses, including those relating to our executive officers, and rent. We expect general and administrative expenses to increase as a result of the expansion of our fleet, costs related to this offering and the costs associated with running a public reporting company, including the preparation of disclosure documents, legal and accounting costs, incremental director and officer liability insurance costs, director and executive compensation, and costs related to compliance with applicable United States securities laws and accounting principles.

Depreciation

We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years for drybulk vessels and barges and thirty years for tugs, which we believe is common in the drybulk shipping industry. Furthermore, we estimate the residual values of our vessels to be $200 per lightweight ton, which we also believe is standard in the drybulk shipping industry. Vessels that are beyond their useful life will be depreciated on a straight-line basis from the date of acquisition to the scheduled date of the next special survey (including any IACS Classification Society accepted extension). We expect depreciation charges will increase due to the planned expansion of our fleet.

Net Interest Expense

While we expect to use the proceeds of this offering to repay a portion of our outstanding debt, we historically have incurred interest expense and financing costs in connection with vessel-specific debt of our subsidiaries. We expect interest expense to increase after completion of this offering.

Lack of Historical Operating Data for Vessels Before Their Acquisition

Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial due diligence process when we acquire vessels. We do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller’s technical manager and the seller is automatically terminated and the vessel’s trading certificates are revoked by its flag state following a change in ownership.

To date, we have acquired all of our vessels free of charter. Although vessels are generally acquired free of charter, we may in the future acquire some vessels with time charters. Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or free of charter) as the acquisition of an asset rather than a business. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter, and it is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In

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most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer’s consent and the buyer entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer.

Results of Operations

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

Revenue decreased by $11.8 million, or 12%, to $87.6 million for the six months ended June 30, 2006 compared to $99.4 million for the year six months ended June 30, 2005.

The dry bulk rate environment for the six-month period ended June 30, 2006 was substantially lower compared to the same period in 2005. As such, we earned lower rates on all charters or contracts other than existing COAs with fixed, long-term rates. Chartered-in tonnage activity was slightly down and larger percentage of voyages were made using our owned fleet. For the six-month period ended June 30, 2005 we had a total number of voyage days of 3,784.30 compared to 2,971.29 chartered-in tonnage voyage days. For the six-month period ended June 30, 2006 we had a total number of voyage days of 4,491.16 compared to 2,700.01 chartered-in tonnage voyage days.

A portion of COAs performed during the six months ended June 30, 2006 were contracted during 2005, and a portion of COAs performed during the six months ended June 30, 2005 were contracted during 2004. Because the drybulk market during 2004 was generally stronger than during 2005, COA rates for 2005 were generally higher than 2006. In addition, we drydocked two vessels during the six-month period ended June 30, 2006 resulting in a loss of 104 available days.

Operating expenses decreased by $2.5 million, or 3%, to $84.9 million for the six months ended June 30, 2006 compared to $87.3 million for the six months ended June 30, 2005. Voyage expenses increased due to an increase in port and bunker costs. Charter hire expenses decreased due to a decrease in the number of charter-in voyage days as well as a decline in charter hire rates in accordance with market conditions. Vessel operating expenses increased due partly to the acquisition of four barges and three tug vessels in December 2005.

Administrative expenses increased by $1.6 million, or 83%, to $3.6 million for the six months ended June 30, 2006 compared to $1.9 million for the six months ended June 30, 2005. The increase relates mainly to the acquisition of the operations in Denmark and staff bonuses paid to our employees.

Interest expense increased by $0.3 million, or 40%, to $0.9 million for the six months ended June 30, 2006 compared to $0.6 million for the six months ended June 30, 2005. This increase was primarily due to the additional $11.2 million of debt raised to acquire our four barge and three tug vessels.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Revenue increased by $142.5 million to $184.6 million for the year ended December 31, 2005 compared to $42.1 million for the year ended December 31, 2004. Although drybulk rates were generally lower in 2005, revenue increased due to an increase in our owned fleet as well as an increased level in chartering-in activities. A portion of our COAs performed during 2005 were contracted during 2004 and reflected the high market levels of 2004, which reduced the Company’s exposure to the general decline of the market during 2005.

Operating expenses increased by $140.7 million to $174.9 million for the year ended December 31, 2005 compared to $34.2 million for the year ended December 31, 2004. This increase was largely attributable to the increase in the number of operating days for our owned fleet as well as higher charter hire expenses resulting from the increased number of chartered-in days. During 2004, at the request of some of our customers, we chartered-in a number of Panamax vessels on period time charters, some of

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which subsequently became unprofitable. However, we believe this has given us an entry point into the Panamax market.

Administrative expenses increased $3.5 million to $3.7 million for the year ended December 31, 2005 compared to $0.1 million for the year ended December 31, 2004. This increase was primarily due to an increased headcount as we hired additional chartering and operations staff.

Interest expense increased $1.1 million to $1.4 million for the year ended December 31, 2005 compared to $0.3 million for the year ended December 31, 2004. The reason for the increase was an additional drawdown to acquire Discovery II. We also took out an additional loan for working capital purposes with Cowper Limited for $3 million in September 2005.

Liquidity and Capital Resources

To date we have financed our capital requirements with cash flow from operations, equity contributions and bank debt. We have used our funds primarily to fund vessel acquisitions, regulatory compliance expenditures and the repayment of bank debt. We will require capital to fund ongoing operations, acquisitions and debt service.

Net Cash Provided by Operating Activities

Cash provided by operating activities increased by $11.5 million, or 393%, to $14.4 million for the year ended December 31, 2005 compared to $2.9 million for the same period in 2004. This increase was primarily attributable to the increase in the number of operating days and chartered-in activities during the period, which more than offset the effects of an overall weakening in the spot market and resulted in increased revenues. We paid $6.4 million in drydocking costs related to Explorer II and Challenger II in 2004. An additional $2.1 million of drydocking cost was incurred related to the Adventure II in 2005.

Net cash provided by operating activities decreased by $6.2 million, or 76%, to $1.9 million for the six months ended June 30, 2006, compared to $8.1 million for the six months ended June 30, 2005. This decrease was primarily due to a decrease in the drybulk rate environment and chartered-in activities during the period. We paid $4.7 million in drydocking costs related to Explorer II and Challenger II.

Net Cash Used in Investing Activities

Net cash used in investing activities was $24.9 million in 2004. This was paid in connection with the acquisition of Explorer II, Challenger II, Adventure II, and Voyager II. Net cash used in investing activities was $27.9 million in 2005, which included the acquisition of Discovery II, certain of our tug and barge vessels and Svendborg. Net cash used in investing activities was $0.3 million for the six months ended June 30, 2006, compared to $11.5 million for the same period in 2005, during which time we purchased our tug and barge vessels.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $31.3 million in 2004, $16.0 million of which resulted from borrowing to partially finance the acquisition of Explorer II, Challenger II, Adventure II, and Voyager II. Net cash provided by financing activities was $10.5 million for 2005, $19.5 million of which resulted from borrowing to partially finance the acquisition of the tug and barge vessels and the purchase of Discovery II. Net cash provided by financing activities was $(2.4) million for the six months ended June 30, 2006, compared to $0.6 million for the same period in 2005. During the six months ended June 30, 2005, we received additional borrowings of $0.8 million and made a payment with respect to deferred financing costs of $0.2 million. During the six months ended June 30, 2006, we repaid $2.4 million of borrowings and drew funds from a loan with Nordea Bank dated May 30, 2006.

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Vessel Prices

Vessel prices, both for newbuilds and secondhand vessels, have increased significantly during the past three years as a result of the strength of the drybulk shipping industry. Because sectors of the shipping industry (drybulk carrier, tanker and container ships) are in a period of prosperity, construction prices for all newbuild vessel types have increased significantly due to a reduction in the number of berths available for the construction of new vessels in shipyards.

Our growth strategy is to leverage our existing competitive strengths to continue to expand our business. We anticipate that the continued upgrade and expansion of our fleet will continue to be a key component of our strategy. In addition, we believe that our customer oriented approach and Baltic region operational experience provide us with the opportunity to expand our business by providing high-quality services to our existing customers.

New Credit Facility

We plan to enter into a new secured revolving credit facility to fund our working capital requirements. We cannot assure you that we will be able to successfully enter into any such agreement, and if so, that the terms governing such agreement will be deemed favorable by you.

Contractual Obligations

The following table sets forth our contractual obligations and their maturity dates as of December 31, 2006:

	Less than One Year			One to Three Years		Three to Five Years		More than Five Years		Total
	(in thousands)
Long-term debt obligations		$	—  —		—		185,000		—	$	185,000

Capital Expenditures

We make capital expenditures from time to time in connection with our vessel acquisitions. Our current commitment for capital expenditures relates to the Panamax vessels for which we have entered into a Memorandum of Agreement for a purchase price of approximately $65.2 million , of which we paid $6.5 millionas deposit. These deposits were financed with a portion of the net proceeds from the offering of the original notes. In addition, we intend to pay the final installment on these vessels, as well as acquire additional drybulk carriers, with a portion of the net proceeds of the offering of the original notes.

In addition to acquisitions that we may undertake in future periods, we will incur additional capital expenditures due to special surveys and drydockings. We estimate our drydocking costs through 2011 for the five vessels, three tugs and five barges currently in our fleet to be:

Year	Estimated Drydocking Costs
	($ in millions)
2007		7.0
2008		6.5
2009		7.5
2010		8.0
2011		12.0

Includes approximate costs for 2007, 2008 and subsequent years due to delivery of new vessel acquisitions. We believe that the funding of these costs will be met with cash we generate from operations.

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Inflation

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.

Qualitative and Quantitative Market Risk

Interest Rates

Historically, we have been subject to limited market risks relating to changes in interest rates, because we did not have significant amounts of floating rate debt outstanding. During 2005 and the first six months of 2006, we paid interest on this debt based on LIBOR plus margins ranging from 0.95% to 2% on our bank loans. Following the completion of the offering and repayment of our outstanding debt, we do not expect to have material exposure to interest rate changes because we do not expect to have significant floating rate debt outstanding.

Currency and Exchange Rates

We generate 98% of our revenues in U.S. dollars, and currently incur 20% of our operating expenses and the majority of our management expenses in currencies other than the U.S. dollar, primarily the Euro/Pound/Danish Kroner. For accounting purposes, expenses incurred in Euro/Pound/Danish Kroner are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. Because a significant portion of our expenses are incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the Euro/Pound/Danish Kroners, which could affect the amount of cash flow we generate in future periods. While we historically have not mitigated the risk associated with exchange rate fluctuations through the use of financial derivatives, we may determine to employ such instruments from time to time in the future in order to minimize this risk. Our use of financial derivatives would involve certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included in this prospectus.

Revenue recognition—Revenuesare generated from COAs, time charter and voyage agreements. Revenues from time charters are recognized ratably over the periods of such charters. COAs and voyage charter revenues are recognized on a pro-rata basis over the duration of the voyage. A voyage is deemed to commence upon the completion of discharge of the vessel’s previous cargo and is deemed to end upon the completion of discharge of the current cargo. Losses on voyages are provided for in full at the time such losses can be estimated. Demurrage income represents payments by the customer to the vessel owner when

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loading or discharging time exceeded the stipulated time in the voyage charter. Demurrage income is recognized ratably over the duration of the voyage charter.

Depreciation—Vessels and other fixed assets, net are stated at cost less accumulated depreciation. Vessels and other fixed assets are depreciated when the asset is ready for its intended use.

Depreciation is calculated, based on cost, less estimated residual value, using the straight-line method, over the remaining economic life of each asset. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the assets remaining estimated useful life or the estimated life of the renewal or betterment. Expenditures for routine maintenance and repairs are expensed as incurred.

Following are the estimated useful lives of vessels and other fixed assets:

i.      Vessels under 25 years old—on a straight line basis over their remaining lives of 25 years from the date of construction.

ii.     Vessels over 25 years old—on a straight line basis from date of acquisition to the scheduled date of the next special survey (including any IACS Classification Society accepted extension).

iii.    Tugs and barges—on a straight line basis over their estimated useful lives of 30 and 25 years, respectively from the date of construction.

iv.    Furniture and fixtures—on a straight line basis over its estimated useful lives, ranging from four to 10 years.

v.      Buildings—on a straight line basis over its estimated useful life of 50 years.

Impairment of long-lived assets, intangible assets and goodwill—We follow SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The standard requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimates of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the asset is considered impaired. Measurement of the impairment loss is based on the difference between the net book value of the asset and its fair value as provided by third parties. In this respect, we regularly review the carrying value of each vessel in comparison with its fair value. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with finite lives are amortized over their estimated useful lives.

Deferred drydocking costs—Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. We capitalize the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of parts that are reasonably made in anticipation of reducing the duration or cost of the drydocking; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. On acquisition an estimate is made of drydock costs included in the purchase price of a vessel and allocated accordingly.

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BUSINESS

Our Company

We are an international provider of drybulk transportation services with a focus on transporting coal exports from the Baltic region, primarily to northern and western Europe. Our existing fleet consists of five drybulk vessels, five barges and three tugs, and we intend to use a significant portion of the proceeds of this offering to acquire additional drybulk vessels to expand our presence in the Baltic market. In addition to the vessels we own, we routinely charter-in vessels to increase our service capacity and maximize overall profitability.

We derive our revenue primarily from the transportation of coal and other drybulk cargoes in the Baltic region. This region represents a niche market in the international drybulk shipping industry, with unique characteristics such as a predominance of short-haul trades, substantial regulatory requirements and icy conditions. Drybulk transportation in this region is an expanding market, which has increased substantially in recent years due to increased exports of Russian coal to Europe. A significant portion of our revenue is earned under COAs, under which we deliver certain amounts of cargo for our customers over terms ranging from four weeks to two years. For the fiscal year ended December 31, 2005, we generated revenue and EBITDA of approximately $184.6 million and $19.0 million, respectively. For the six-month period ended June 30, 2006, we generated revenue and EBITDA of approximately $87.6 million and $8.6 million, respectively. For the definition of EBITDA and its reconciliation to net income, see footnote (1) under “Summary Consolidated Financial and Other Data.”

Our management team provides the strategic and commercial management of our fleet. A majority of our management team has worked together for approximately 13 years, including 11 years prior to joining us. Our team has a diverse international background and speaks a variety of languages, which enables us to more effectively communicate and develop deeper relationships with our wide-ranging base of customers. The technical aspects of our operations are managed by our majority-owned subsidiary, Svendborg, which has extensive expertise in vessel operations in the Baltic region.

Corporate Structure

All of our subsidiaries are wholly-owned except Svendborg Ship Management A/S, of which we own 68% of its outstanding ordinary shares, and Britannia Bulkers Plc, of which we own 99.99% of its outstanding ordinary shares.

Our Fleet and Operations

Fleet

Our initial fleet consisted of three Handymax and two Handysize drybulk vessels, which we acquired in 2004 and the first half of 2005. In December 2005, we took delivery of three tug boats and four barges, and in October 2006, we acquired an additional barge. Our existing fleet has a combined capacity of approximately 257,000 dwt. In addition, we intend to use a significant portion of the net proceeds of the offering of the original notes to acquire additional vessels to meet growing demand in the Baltic market, including two Panamax vessels of which we expect to take delivery of prior to the end of February and end of April 2007 respectively.

Please see “Summary—Acquisition of Vessels” and “Use of Proceeds” included elsewhere in this prospectus.

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The following table lists the vessels in our existing fleet.

Vessel Name	dwt	Year Built		Date Acquired	Price
Drybulk Vessels
Explorer II	39,814		1977	November 30, 2004	$	2,100,000
Challenger II	39,814		1977	September 30, 2004	2,100,000
Adventure II	38,871		1980	May 27, 2004	7,100,000
Voyager II	33,288		1986	November 26, 2004	13,775,515
Discovery II	32,813		1984	April 8, 2005	11,500,000
Barges
Drejoe II	15,709		1991	December 1, 2005	$	2,138,000
Hjortoe II	15,709		1992	December 1, 2005	2,138,000
Sioe II	15,709		1991	December 1, 2005	2,138,000
Skaroe II	15,709		1992	December 1, 2005	2,138,000
Iholm II	9,330		1979	October 2, 2006	1,400,000
Tugs
Bregninge II			1984	December 1, 2005	$	1,584,000
Troense II			1983	December 1, 2005	1,584,000
Vindeby II			1981	December 1, 2005	1,584,000

Drybulk Vessels

Our drybulk vessels principally focus on the transportation of coal from exporters in Russia to end-users in northern and western Europe. Coal shipments accounted for approximately 79% and 80% of our total tons shipped for the fiscal year ended December 31, 2005 and the fiscal year ended December 31, 2006, respectively. In addition to shipping coal, our vessels also transport grains and minor bulks, including steel products, iron ore, forest products and fertilizers. Two of our drybulk vessels are Ice Classed, which permits them to operate in shipping lanes with icy conditions. Certain of our vessels are geared, which means they are built with on-board cranes that enable them to load and discharge cargo in countries and ports with limited infrastructure.

Tugs and Barges

Our tugs and barges are principally used to serve ports that are too small to accept traditional drybulk vessels. Our tugs are used to push the barges, with the typical route being the intra-Baltic. Customers for these vessels include Danish and German power companies that often utilize special ports and discharging facilities. In addition, these vessels are less expensive to operate than traditional drybulk vessels. This additional capacity has permitted us to expand our areas of operation and increase our market share in the Baltic region.

Operations

A significant portion of our revenue is generated through COAs. We also employ substantially all of our owned fleet service capacity through COAs. In addition, a significant amount of additional single voyage business is obtained through relationships with our COA customers. These COA customers, through COAs and single voyage charters, accounted for approximately 69% of our total tons shipped for the six-month period ended June 30, 2006.

COAs are contracts between a carrier of cargo and a customer pursuant to which the carrier agrees to ship up to a certain amount of cargo for the customer between certain designated ports. COAs provide us with minimum and maximum tonnage demand at a fixed price for the term of the contract, while our customers receive guaranteed transportation capacity at a fixed price. We believe the coal trade in the

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Baltic region often relies on COAs rather than voyage or time charters because of the predominance of short-haul trades and the fixed contractual relationships between producers and end-users of coal. The terms of our COAs typically range from four weeks to two years. Because COAs do not specify the vessel required to transport the drybulk commodities, we maintain the flexibility to deploy our fleet in the most advantageous and economical manner. As of December 31, 2006, we have secured COAs for the shipment of over 6.5 million tons of cargo, of which 4.4 million tons are scheduled to be shipped in 2007 and 0.6 million tons are scheduled to be shipped in 2008.

COAs in the Baltic region are negotiated year round, but the majority of the contracts are bid for during the months of October through December. Due to the special nature of the Baltic drybulk trade, companies often generate repeat business based on the quality of the service provided. We have achieved high levels of repeat business, which we believe is due to the quality of our vessels and the services we provide. When our vessels are serving COAs, we are responsible for paying all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges.

Our business and operational strategies include both owning and chartering-in vessels. Our owned vessels provide us with base capacity from which we can meet our long-term COA obligations, gain exposure to charterers in the market and make credible bids for COAs. Our vessel ownership also reduces our tax liability in the U.K.’s tonnage tax system. We believe that employment for our fleet under COAs provides a unique opportunity to generate stable and visible cash flows while providing us with the flexibility to actively manage our fleet.

We routinely charter our drybulk carriers to customers for time charters and charter-in vessels under time charters to increase our service capacity. A time charter involves the hiring of a vessel from its owner for a period of time pursuant to a contract under which the vessel owner places its ship (including its crew and equipment) at the disposal of the charterer. Under a time charter, the charterer pays a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers and port and canal charges. Subject to any restrictions in the contract, the charterer determines the type and quantity of cargo to be carried and the ports of loading and discharging. The technical operation and navigation of the vessel remains the responsibility of the vessel owner, which is generally responsible for the vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. In connection with the charter of each of our vessels, we pay commissions ranging from 1.25% to 8.0% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to in-house ship brokers associated with the charterers, depending on the number of brokers involved with arranging the relevant charter.

Technical Management

In 2005, we acquired 68% of Svendborg, with its employees owning the remainder of its outstanding share capital. Svendborg and its Danish affiliate are based in Svendborg, Denmark, with 11 employees averaging over 20 years of experience. It has experience managing several types of drybulk vessels, including tweendeckers, tugs and barges and bulk carriers and manages no vessels except those owned by our subsidiaries.

Svendborg carries out the critical ship management functions of vessel maintenance, crewing, shipyard supervision, insurance and financial management services for our fleet. Svendborg establishes key performance indicators to facilitate regular monitoring of our operational performance. We set targets on an annual basis to drive continuous improvement, and we review performance indicators monthly to determine if remedial action is necessary to reach our targets. We believe that the adoption of common equipment standards provides operational efficiencies, including with respect to crew training and vessel management, equipment operation and repair and spare part ordering.

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Svendborg’s particular expertise is operating vessels in icy and ice-covered conditions. This allows us to compete effectively for charter or contract opportunities requiring capabilities that many of our peers in the drybulk industry do not presently possess or are unable to provide. In addition, Svendborg’s office is located in an area known as the Great Belt, where many of our vessels routinely operate. This proximity to our vessels allows Svendborg to quickly respond to issues arising on our vessels.

Currently, Svendborg exclusively manages our vessels but may in the future manage vessels for other parties. From time to time, Svendborg is engaged by parties such as the World Food Program, United Nations and the U.S. Armed Forces governments and supranational organizations to aid in the development of logistics.

Safety and environmental compliance are among our top operational priorities. We have achieved certification under the standards of the International Standards Organization (or ISO). Svendborg Marine Surveyors A/S has achieved ISO 9001 certification under Lloyds Register Copenhagen. Svendborg and Britannia Bulk DK A/S have achieved International Standards Management (or ISM) certification under Isthmus Business Shipping (IBS) and Lloyds Register Copenhagen, respectively. As part of our ISM Code compliance, all of our vessels’ safety management certificates are maintained through ongoing internal audits by Svendborg Marine Surveyors A/S.

Employees

We have a team of 37 shore-based employees, including 12 at Svendborg and its Danish affiliate. Our personnel have substantial shipping experience and together speak over 10 languages. In addition, we currently have approximately 150 seafaring employees.

Our Competitive Strengths

We believe our competitive strengths include:

Strong Client Relationships Through a Customer-Oriented Approach.   We maintain strong relationships with a number of high-quality customers, including Glencore, SUEK, and Weglokoks. In 2005, we were Glencore’s largest carrier, by number of shipments completed. Through these core relationships and our ability to meet our customers’ shipping needs utilizing creative solutions, we believe we have established ourselves as one of the preferred drybulk carriers in the Baltic. In addition to vessel operation and chartering, we also provide clients with solutions to potential issues involving drybulk transportation, including port modifications, crew training and resource optimization. We believe this service results in a stronger relationship with our customers that enhances our customer retention and creates new business opportunities.

Stable Cash Flows from COAs and High Renewal Rates.   A significant portion of our revenue is generated through COAs with terms of up to two years. COAs are generally at fixed rates, providing us with relatively visible, stable and predictable cash flows in the near to medium term. Substantially all of our owned vessel fleet services capacity is employed through COAs. We also enjoy stable cash flows due to repeat business from existing customers. Tonnage shipped for repeat customers represents over 75% of our overall tonnage shipped for the six-month period ended June 30, 2006. We believe this repeat business is due to our familiarity with, local regulations and conditions, including load and discharge ports, and our reputation for reliability.

Baltic Region Operational Expertise.   The Baltic drybulk market is characterized by many unique requirements. As a result of our extensive experience in this market, we are familiar with the increased regulatory and safety requirements, local port conditions, stringent port inspections, crewing regulations and icy conditions. Our management and our technical managers, Svendborg, have substantial experience in this market and generally have been able to safely operate vessels in this environment. We believe our

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market position generally improves during the winter months as a substantial number of our competitors are either unable or unwilling to operate in icy conditions.

Experienced and Motivated Management Team and Employees.   Our management team has extensive experience averaging approximately 17 years of experience in the marine freight industry. In addition, our shore-based employees together speak more than ten languages, which we believe greatly enhances our marketing opportunities, customer relationships and provision of services in the highly diverse Baltic region. Further, our technical management is performed in-house by Svendborg. Our management team is highly incentivized as certain members own a substantial majority of the equity interests in the Company.

Our Business Strategy

We intend to increase our profitability and strengthen our core business through the following principal strategies.

Emphasize Customer-Oriented Solutions.   We intend to provide our services as one of the most efficient and highest quality transportation solution providers in the Baltic drybulk market. We actively work with our customers to determine the best transportation solution to meet their specific shipping requirements as well as consult with these customers to resolve potential transportation and logistical issues. In addition, we routinely utilize chartered-in vessels in order to better serve our customers’ needs.

Focus on Baltic Region Niche.   We intend to continue our focus on drybulk transportation in the Baltic, as demand for drybulk shipping services is expanding due to increased demand for Russian coal. We believe our management team, as well as Svendborg, have unique experience and operational capabilities in this region that gives us a competitive advantage over many competitors who focus on standard drybulk routes and cargoes. Our planned acquisition of additional vessels is expected to further strengthen our position as one of the most well-recognized carriers in the Baltic region.

Expand Service Offerings and Customer Base.   Through our existing fleet and proposed acquisition of additional vessels, we intend to pursue growth and expansion opportunities with existing and new customers. As European imports of Russian coal continue to increase, we expect our existing customers to require additional drybulk transportation services. Additionally, much of the port development in Russia is focused on being able to load larger vessels. We intend to utilize our acquisitions to meet these needs as well as expand our customer base to other customers in the region.

Optimize Operations Through COAs and Chartering-In Vessels.   Our business and operational strategies seek to optimize our operations through obtaining COAs and chartering-in vessels. We believe this strategy will continue to provide us with stable and visible cash flows, while allowing us to better serve our customers’ needs through greater flexibility to actively manage our fleet.

Competition

Our business fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to changes in the supply and demand for these items. We operate in markets that are highly competitive and significantly affected by supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator. We compete with other owners of dry bulk carriers in the Panamax and smaller class sectors dry bulk carriers. Ownership of dry bulk carriers is highly fragmented and is divided among approximately 1,500 independent bulk carrier owners. Our principal competitors are Polish Steamship Company, Murmansk Shipping, ESL Shipping and a number of other operators.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and other authorizations with respect to our vessels. The kinds of permits, licenses,

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certificates and other authorizations required for each vessel depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of the vessel. We believe that we have all material permits, licenses, certificates and other authorizations necessary for the conduct of our operations. However, additional or amended laws and regulations and related guidance, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of our doing business.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administrations (countries of registry), charterers, and terminal operators. Certain of these entities require us to obtain permits, licenses and certificates for the operation of our vessels. Failure to maintain necessary permits or appropriate approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels in one or more ports.

Property

We lease office space in London, United Kingdom where our principal office is located and we own real estate property in Svendborg, Denmark. Our interests in the vessels in our fleet are our only other material properties.

Environmental and Other Regulations

Governmental and other regulation significantly affects the ownership and operation of drybulk carriers. A variety of government and private entities subject drybulk vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (United States Coast Guard, harbor master or equivalent), classification societies, flag state administrations (country of registry), charterers or COA counterparties, and terminal operators. Certain of these entities will require us to obtain permits, licenses and certificates for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels.

The heightened level of environmental and quality concerns among funders, insurance underwriters, regulators and charterers may lead to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the drybulk shipping industry as well as increasing the costs of dismantling vessels. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of officers and crews and compliance with local and international regulations.

International Maritime Organization

The International Maritime Organization, or IMO, has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. This includes the 1973/78 International Convention for the Prevention of Pollution from Ships (the “1973/78 MARPOL Convention”). Several Annexes have been agreed upon under MARPOL covering the prevention of pollution by oil, noxious liquids, garbage, etc. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI, set limits on emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. These requirements have been adopted by the European Union in Directive 2005/33/EC (amending Directive 1999/32/EC), which

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requires, among other things, a 0.1% sulfur limit for fuels used by seagoing ships while at berth in EU ports as of 2010. The vessels that we currently own and that we will acquire will be in compliance with Annex VI regulations.

The operation of drybulk carriers is also affected by the requirements set forth in the IMO’s Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The United States Oil Pollution Act of 1990

The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. Under OPA, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

·natural resources damage and the costs of assessment thereof;

·real and personal property damage;

·net loss of taxes, royalties, rents, fees and other lost revenues;

·lost profits or impairment of earning capacity due to property or natural resources damage; and

·net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA limits the liability of responsible parties to the greater of $600 per gross ton or $0.5 million per drybulk vessel that is over 300 gross tons (subject to possible adjustment for inflation). These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities. Legislation is currently pending in the United States Congress that would increase these limits of liability to $950 per gross ton or $800,000.

We intend to maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed this insurance coverage, that could have an adverse effect on our business.

OPA requires owners and operators of vessels entering and operating in U.S. territorial waters to establish and maintain with the United States Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. Current U.S. Coast Guard regulations require evidence of financial responsibility in the amount of $900 per gross ton, which includes the OPA limitation on liability of $600 per gross ton and the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) liability limit of $300 per gross ton. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance or guaranty. Under OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence

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of financial responsibility in an amount sufficient to cover the vessels in the fleet having the greatest maximum liability under OPA.

The United States Coast Guard regulations concerning certificates of financial responsibility provide, in accordance with OPA, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility. In the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses. However, certificates of financial responsibility are currently readily available on commercial terms from other providers.

The United States Coast Guard’s financial responsibility regulations may also be satisfied by evidence of surety bond, guaranty or by self-insurance. Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. The Company will comply with the United States Coast Guard regulations by providing a certificate of responsibility from third party entities that are acceptable to the United States Coast Guard evidencing sufficient self-insurance.

OPA specifically permits individual states of the United States to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states that have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

Other Environmental Initiatives

In September 2005, the European Union promulgated Directive 2005/35, which provided for civil and criminal liability for oil spills. That directive is subject to a legal challenge that has been referred to a tribunal at the European Court of Justice. A decision is not expected in that appeal until January 2007.

Although the United States is not a party thereto, many countries have ratified and follow the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, or the CLC, and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, a vessel’s registered owner is strictly liable for pollution damage caused on the territorial waters of a contracting state by discharge of persistent oil (subject to certain exceptions). The right to limit liability is forfeited under the CLC where the spill is caused by the owner’s actual fault or privity and, under the 1992 Protocol, where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.

On June 14, 2006, the Protocol on Preparedness, Response and Co-operation to Pollution Incidents by Hazardous and Noxious Substances, 2000 (OPRC-HNS Protocol) was ratified. This Protocol follows the principles of the International Convention on Oil Pollution Preparedness, Response and Co-operation, 1990 and is intended to provide a global framework for international cooperation in combating major incidents or threats of marine pollution from “Hazardous and Noxious” substances. That term generally applies to any substance other than oil that is likely to create hazards to human health, marine life or

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interfere with legitimate uses of the seas. Vessels will be required to develop a shipboard emergency plan to deal specifically with incidents involving these substances. Parties to the convention will be required to adopt implementing legislation. We cannot assure you that the costs of complying with the requirements of this convention will not be material. Under the terms of the protocol, these requirements will come into force and effect on June 14, 2007.

In 2004, the European Community issued regulation 725/2004 to implement SOLAS X1-2 and the ISPS Code.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the United States Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code or ISPS Code. Among the various requirements are:

·on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications;

·on-board installation of ship security alert systems;

·the development of vessel security plans; and

·compliance with flag state security certification requirements.

The United States Coast Guard regulations, intended to align with international maritime security standards, exempt non-United States vessels from MTSA vessel security measures provided such vessels have on board a valid International Ship Security Certificate, or ISSC, that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We will implement and comply with the various security measures addressed by the MTSA, SOLAS and the ISPS Code to the extent they are applicable to us or our vessels.

In EC Regulation 725/2004, the European Community issued regulation 725/2004 to implement SOLA5 X1-2 and the ISPS Code.

Inspection by Classification Societies

Every large, commercial seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and /or to the regulations of the country concerned.

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For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

·Annual Surveys.   For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.

·Intermediate Surveys.   “Mini” special surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. At the intermediate survey, subject to the age of the vessel, all of the vessel’s departments are thoroughly examined, and ultrasonic measurements of steel plates are carried out as per classification requirements. Should the thickness be found to be less than class rules, the classification society will recommend steel renewals.

·Class Renewal Surveys.   Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every five years, a ship owner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are also drydocked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a “recommendation”, which must be rectified by the ship owner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society that is a member of the International Association of Classification Societies (IACS). Our tugs and barges and one of our drybulk vessels are certified as being “in class” by Lloyd’s Register of Shipping and our remaining four drybulk vessels are certified as being “in class” by Registro Italiano Navale (RINA) (Italian Classification Society) or any other society member of IACS as applicable, and all secondhand vessels that we purchases must be certified prior to their delivery.

Quality Control and Crewing Requirements

The Paris Memorandum of Understanding on Port State Control enforces IMO and ILO legislation concerning ships operating in the Baltic region. Its requirements mean that ships must be maintained to higher standards than ships operating in other areas of the world. In addition, it is advisable for vessels trading under icy conditions to employ a Master and Chief Engineer who are trained to deal with such conditions.

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New Fuel Oil Requirements

European Union regulations currently require a maximum sulfur limit of 1.5% in bunker fuel consumed by vessels operating in the Baltic with new regulations requiring further reduced sulfur limits in 2007. Therefore, drybulk carriers that use standard bunkers are either less likely to operate in the Baltic, or will incur additional costs because they must take on board bunker fuel that complies with the sulfur limit, often in addition to the bunker fuel already on board.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, structural damage to the vessel, collision, personal injuries, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which can impose virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship owners and operators trading in the U.S. market. We carry insurance against loss of hire, which protects against business interruption following a loss under our hull and machinery policy. This policy does not protect us from business interruptions caused by any other losses. While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance and War Risk Insurance

We have obtained marine hull and machinery and war risk insurance, which include damage to a vessel’s hull and machinery, collisions and the risk of actual or constructive total loss, for all of our vessels. The vessels are each covered up to at least fair market value with a deductible of $125,000 per incident. Under regular circumstances, salvage and towing expenses are covered in connection with casualties. We also arranged increased value and freight interest coverage for each vessel. Under this coverage, in the event of total loss or total constructive loss of a vessel, we will be able to recover for amounts not recoverable under the hull and machinery policy.

Protection and Indemnity Insurance

Protection and Indemnity insurance is provided by mutual protection and indemnity associations, or P&I Clubs, which cover our third party liabilities in connection with our shipping activities. This includes third-party liability and other expenses and claims in connection with injury or death of crew, passengers and other third parties, loss or damage to cargo, damage to other third-party property, pollution arising from oil or other substances, wreck removal and related costs. Subject to the “capping” discussed below, our coverage, except for pollution, is unlimited.

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The thirteen P&I Clubs that comprise the International Group of P&I Clubs insure more than 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each P&I Club has capped its exposure to this pooling agreement at $1 billion. As a member of a P&I Club, which is a member of the International Group, we are subject to calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Clubs comprising the International Group.

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Legal Proceedings

We have not been involved in any legal proceedings that we believe are likely to have, or have had a significant effect on our business, financial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened that we believe are likely to have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial time and expense.

Website

We maintain a website at http://www.britbulk.com. The information contained in or accessible from our corporate website is not part of this prospectus.

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MANAGEMENT

Set forth below are the names, ages and positions of our directors and executive officers. Our board of directors is elected annually, and each director holds office for a one year term. Our executive officers serve at the will of our board of directors. The executive officers are as follows:

Name	Age		Position
Arvid Tage		40	Chairman of the Board, Chief Executive Officer
Cliff Hanson		55	Chief Operating Officer and Managing Director
Serguei Zoudov		38	Co-President—Chartering and Director
David Znak		40	Co-President—Chartering and Director
Fariyal Khanbabi		39	Chief Financial Officer and Director
Rex Harrington		73	Director

The business address of each of our officers and directors is Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN.

Biographical information with respect to each of our directors and executive officers is set forth below.

Arvid Tage has served as our Chief Executive Officer and Chairman since 2003. Mr. Tage is part of our management team that is responsible for our day-to-day management. From 1996 to 2003, Mr. Tage was a founder and served as a director at Rainbow Shipping and Trading (London) Limited. Cumulatively, he has 15 years of experience in the drybulk shipping industry. Mr. Tage is the founding shareholder of Britannia Bulk, and is also a Principal Member of the Baltic Exchange.

Cliff Hanson has served as a Managing Director since July 2006 and Chief Operating Officer from October. Prior to that time, he was Chartering Manager for Narvic London Ltd., a branch agency office for Narvic Maritime S.A. since September 2005; Operator and Freight Trader for Belmont Shipping Ltd., a company specializing in sea transportation of steel and bulk cargoes from October 2002 to September 2005; and Broker, Operator, Freight Trader for Curzon Maritime Ltd., a representative office for a Ship Owning and Operating Company from January 2001 to July 2002 and previously with ED & F Man Shipping Ltd for 11 years, of which eight years serving as Director/Managing Director. Mr. Hanson has approximately 30 years of experience in the shipping industry as well as vast industry contacts. He is a lead and Principal Member of the Baltic Exchange.

Serguei Zoudov has served as a Director since 2004 and currently serves as a Co-President—Chartering and a Director. Mr. Zoudov is part of our management team that is responsible for our day-to-day operations. Prior to joining us, he served as co-director at Rainbow Shipping and Trading (London) Limited from 1996 to 2004. Mr. Zoudov has 15 years of experience in the shipping industry. Mr. Zoudov graduated from Admiral Makarov Nautical Academy, a leading Russian maritime academy.

David Znak has served as a Director since 2004. Mr. Znak is part of our management team that is responsible for our day-to-day operations. Mr. Znak currently serves as a Co-President—Chartering and a Director. Prior to joining us, he was Chartering Manager at Rainbow Shipping and Trading (London) Limited from 1998 to 2004. Mr. Znak has 20 years of experience in the shipping industry. He is a member of the Institute of Chartered Shipbrokers.

Fariyal Khanbabi has served as our Chief Financial Officer since August 2006. Prior to joining us, Ms. Khanbabi served as the European Operations Director and Vice President of International Finance for the marketing agency MIVA.COM since August 2003; prior thereto, she was Finance Director for East Ltd. from April 2001 to July 2003; and Group Finance Director for KB Maritime Services Ltd., an international shipping group, from 1996 to March 2001. Ms. Khanbabi is a member of the Institute of Chartered Accountants of England and Wales.

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Rex Harrington has, since May 2001, been a member of the board of directors of General Maritime Corporation and since October 2005, of Navios Maritime Holdings Inc. He is also an advisor to the Liberian Ship and Corporate Registry, a Deputy Chairman of the International Maritime Industries Forum and a member of InterCargo advisory panel, the General Committee of Lloyds Register of Shipping, the Steering Committee of the London Shipping Law Center, The Baltic Exchange, the Worshipful Company of Shipwrights—Liveryman. From 1957 to 1969 Mr. Harrington was the director of shipping at The Royal Bank of Scotland where he had responsibility for its extensive shipping portfolio. Mr. Harrington was previously a director with Lloyds Register of Shipping, Clarksons plc, an international shipbroker, Royal Olympia Cruse Line and the International Chamber of Commerce. Mr. Harrington received a B.A. and M.A. degree in economics from Oxford University in 1955.

Compensation of Directors and Senior Management

Directors’ Fees

Our directors receive annual fees as established in each director’s service agreement. These fees may be increased from time to time at the discretion of the board of directors. For services rendered from April 1, 2006 through March 31, 2007, each director will receive a fee of £25,000. This fee is payable on a monthly basis.

Senior Management Compensation

Our executive officers receive compensation for the services provided to us. This compensation may include bonus payments and is set forth in each executive’s service agreement and may be increased by our board of directors from time to time. The following table provides information regarding the compensation earned during the twelve month periods ended December 31, 2006, 2005 and 2004 by Messrs. Tage, Zoudov, Znak and Hanson, and Ms. Khanbabi.

Name and Principal Position	Year	Salary	Bonus
		(£)	(£)
Arvid Tage (1)	2006	100,002	225,000
Chief Executive Officer and Chairman of the Board	2005	56,250	18,750
	2004	—	—
Sergei Zoudov (2)	2006	93,750	125,000
Co-President-Chartering and Director	2005	56,250	18,750
	2004	—	—
David Znak (3)	2006	93,750	125,000
Co-President-Chartering and Director	2005	59,375	18,750
	2004	—	—
Cliff Hanson (4)	2006	49,998	25,000
Chief Operating Officer and Director	2005	—	—
	2004	—	—
Fariyal Khanbabi (5)	2006	41,665	25,000
Chief Financial Officer and Director	2005	—	—
	2004	—	—

(1)    Assumed position in 2004.

(2)    Assumed position in 2004.

(3)    Assumed position in 2004.

(4)    Assumed position in July 2006.

(5)    Assumed position in August 2006.

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The Company does not currently have any employee share option plan in effect, and as such, the executive officers do not hold any options for shares of the Company’s ordinary stock.

Management Agreements

For the day-to-day management of our drybulk vessels, we have entered into a ship management agreement with Svendborg.

Board Practices

As provided in our organizational documents, each of our elected directors holds office for one year terms until a successor is elected or until his earlier death, resignation or removal. Officers are elected from time to time by vote of the Board of Directors and hold office until a successor is elected. Our Board of Directors has not appointed an audit or a compensation committee. Our full board performs the functions of the audit and compensation committees.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the current ownership of our outstanding voting securities as of October 20, 2006 by each person known to us to be the beneficial owner of more than 5% of our securities and all of our directors and senior management as a group. All of our shareholders, including the shareholders included in this table, are entitled to one vote for each ordinary share held by such shareholder.

Name	Number of Ordinary Shares	Percent of Class
Arvid Tage (1)	5,349,337		61.61	%
Serguei Zoudov (2)	2,189,589		25.21	%
David Znak (3)	657,492		7.57	%
North Western (Neva) Limited (4)	479,043		5.52	%
All directors and senior management as a group	8,196,418		94.40	%

(1)   Mr. Tage may be deemed to beneficially own the 5,349,735 ordinary shares owned by Lusca Holdings Ltd. Mr. Tage’s address is Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN.

(2)   Mr. Zoudov may be deemed to beneficially own the 2,189,589 ordinary shares owned by Balcare Holdings Limited. Mr. Zoudov’s address is Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN.

(3)   Mr. Znak may be deemed to beneficially own the 657,492 ordinary shares owned by Cliffgrove Limited. Mr. Znak’s address is Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN.

(4)   North Western (Neva) Limited’s address is 14-18 St. Georges Street, Douglas, Isle of Man, IM1 1PL.

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RELATED PARTY TRANSACTIONS

Acquisition of Subsidiaries

During the year ended December 31, 2004, the Company acquired two subsidiaries, Flagship Maritime S.A. and Danmar Shipping S.A., from shareholders for consideration equivalent to the net asset value of the subsidiaries (which was estimated to be zero on the basis that the assets acquired were equal to the liabilities assumed). These subsidiaries own Challenger II and Explorer II. The following chart sets out the value assigned to the assets acquired and liabilities assumed for the subsidiaries acquired:

	Flagship Maritime S.A.			Danmar Shipping S.A.
	($ in thousands)
Assets acquired
Vessels		$	2,100		$	2,100
Total assets acquired		$	2,100		$	2,100
Liabilities assumed
Shareholder’s loans		1,822			1,767
Other creditors		278			333
Total liabilities assumed		$	2,100		$	2,100

Administrative and Sales Support by Rainbow Shipping Group Limited

The Company is related to Rainbow Shipping Group Limited (formerly Rainbow Shipping Group plc) (“Rainbow”) by common control. As of December 31, 2006, 2005, and 2004, the Company’s directors held a minority interest of Rainbow of 34%, 34%, and 28.2%, respectively. During the years ended December 31, 2005 and 2004 Rainbow provided administrative and sales support to the Company and provided office space for the Company’s administrative staff and incurred costs on behalf of the Company of $131,000 and $790,000, respectively. As of and for periods ended June 30, 2006, December 31, 2005 and December 31, 2004, $131,000, $131,000 and $790,000, respectively were outstanding to Rainbow for such services. Rainbow is in the process of winding down its operations and is not expected to provide further services to the Company.

Our shareholders are a party to a shareholders’ agreement under which they have agreed (for the benefit of each other and the Company) to subject themselves to certain restrictive covenants, restrictions on the disposal of shares by them, obligations to promote the interests of the Company and restrictions on entering into arrangements with the Company and its subsidiaries on non-arms’ length terms.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the issuance of the original notes, we entered into a registration rights agreement. Under the registration rights agreement, we agreed to:

·within 90 days after the original issuance, file a registration statement (the “Exchange Offer Registration Statement”) with the SEC with respect to a registered offer (the “Registered Exchange Offer”) to exchange each note for a new note of the Company (the “Exchange Notes”) having terms substantially identical in all material respects to such note (except that the Exchange Note will not contain terms with respect to transfer restrictions, registration rights or additional payments);

·use our reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date;

·promptly following the effectiveness of the Exchange Offer Registration Statement (the “Effectiveness Date”), offer the Exchange Notes in exchange for surrender of the notes; and

·keep the Registered Exchange Offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the holders of the notes.

We have fulfilled the agreements described in the first two of the preceding bullet points and are now offering eligible holders of the original notes the opportunity to exchange their original notes for exchange notes registered under the Securities Act. Holders are eligible if they are not prohibited by any law or policy of the SEC from participating in this exchange offer. The exchange notes will be substantially identical to the original notes except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights or additional payments.

For each note tendered to us pursuant to the Registered Exchange Offer, we will issue to the holder of such note an Exchange Note having a principal amount equal to that of the surrendered note. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the note surrendered in exchange therefore or, if no interest has been paid on such note, from the Issue Date.

Under existing SEC interpretations, the Exchange Notes will be freely transferable by holders other than our affiliates after the Registered Exchange Offer without further registration under the Securities Act if the holder of the Exchange Notes represents that it is acquiring the Exchange Notes in the ordinary course of its business, that it has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes and that it is not an affiliate of the Company, as such terms are interpreted by the SEC; provided, however, that broker-dealers (“Participating Broker-Dealers”) receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to Exchange Notes (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange Offer Registration Statement.

Under the registration rights agreement, we are required to allow Participating Broker-Dealers and other Persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Notes for 180 days following the effective date of such Exchange Offer Registration Statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).

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In the event that:

(1)   applicable interpretations of the staff of the SEC do not permit us to effect such a Registered Exchange Offer; or

(2)   for any other reason the Registered Exchange Offer is not consummated within 220 days from the Issue Date; or

(3)   any of the initial purchasers shall notify us following consummation of the Registered Exchange Offer that notes held by it are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer; or

(4)   certain holders are prohibited by law or SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by them in the Registered Exchange Offer to the public without delivering a prospectus,

we will, subject to certain exceptions:

(a)   file a shelf registration statement (the “Shelf Registration Statement”) covering resales of the notes or the Exchange Notes, as the case may be by the later of (i) 90 days after the Issue Date or (ii) 30 days after the date on which the obligation to file the Shelf Registration Statement arises (such later date, the “Shelf Filing Date”);

(b)   use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Shelf Filing Date; and

(c)   keep the Shelf Registration Statement effective until the earliest of (i) the time when the notes covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years from the effective date of the Shelf Registration Statement and (iii) the date on which all notes registered thereunder are disposed of in accordance therewith.

We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes or the Exchange Notes, as the case may be. A holder selling such notes or Exchange Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be required to deliver us certain information for use in the Shelf Registration Statement, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

We will pay additional cash interest on the applicable notes, subject to certain exceptions:

(1)   if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 180th day after the Issue Date;

(2)   if the Registered Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;

(3)   if obligated to file the Shelf Registration Statement the Company fails to file the Shelf Registration Statement with the SEC on or prior to the Shelf Filing Date;

(4)   if obligated to file a Shelf Registration Statement, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or

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(5)   after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (1) through (5) a “Registration Default”);

from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.

The rate of the additional interest will be 0.25% per year for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per year. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the notes and the Exchange Notes.

To exchange your original notes for exchange notes in the exchange offer, you will be required to make the following representations:

·any exchange notes received by you will be acquired in the ordinary course of your business;

·you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes;

·you are not our “affiliate,” as defined in Rule 405 under the Securities Act, or if you are our affiliate you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;

·if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

·if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

In addition, we may require you to provide information to be used in connection with the shelf registration statement to have your original notes included in the shelf registration statement and benefit from the provisions regarding special interest described in the preceding paragraphs. We may exclude you from such registration if you unreasonably fail to furnish the requested information to us within a reasonable time after receiving our request. A holder who sells original notes under the shelf registration statement generally will be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers. Such a holder will also be subject to the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.

The description of the registration rights agreement contained in this section is a summary only. For more information, you should review the provisions of the registration rights agreement that we filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

Resale of Exchange Notes

Based on no action letters of the SEC staff issued to third parties, we believe that exchange notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

·you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

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·such exchange notes are acquired in the ordinary course of your business;

·you have no arrangements with any person to participate in a distribution of the exchange notes; and

·you have not engaged in and do not intend to engage in a distribution of the exchange notes..

The SEC, however, has not considered the exchange offer for the exchange notes in the context of a no action letter, and the SEC may not make a similar determination as in the no action letters issued to these third parties.

If you tender your original notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes, you

·cannot rely on such interpretations by the SEC staff; and

·must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Unless an exemption from registration is otherwise available, any security holder intending to distribute exchange notes should be covered by an effective registration statement under the Securities Act. This registration statement should contain the selling security holder’s information required by Item 507 of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, resale or other retransfer of exchange notes only as specifically described in this prospectus. Only broker-dealers that acquired the original notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any original notes properly tendered and not withdrawn prior to the expiration date. We will issue exchange notes in principal amount equal to the principal amount of original notes surrendered under the exchange offer. Original notes may be tendered only for exchange notes in minimum denominations of $100,000 and in integral multiples of $1,000.

The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered for exchange.

As of the date of this prospectus, $185,000,000 in aggregate principal amount of the original notes are outstanding. This prospectus is being sent to DTC, the sole registered holder of the original notes, and to all persons that we can identify as beneficial owners of the original notes. There will be no fixed record date for determining registered holders of original notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Original notes whose holders do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These original notes will be entitled to the rights and benefits such holders have under the Indenture relating to the notes and the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered original notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

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If you tender original notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of original notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “—Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.

We will return any original notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time on            2007, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any original notes by giving oral or written notice of such extension to their holders. During any such extension, all original notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of original notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

If any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion, up to the expiration of the exchange offer to delay accepting for exchange any original notes, to extend the exchange offer or to terminate the exchange offer by giving oral or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the original notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.

Conditions to the Exchange Offer

We will not be required to accept for exchange, or exchange any exchange notes for, any original notes if the exchange offer, or the making of any exchange by a holder of original notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting original notes for exchange in the event of such a potential violation.

In addition, we will not be obligated to accept for exchange the original notes of any holder that has not made to us the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the exchange notes under the Securities Act.

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We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion up to the expiration of the exchange offer. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

In order to participate in the exchange offer, you must properly tender your original notes to the exchange agent as described below. It is your responsibility to properly tender your notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.

If you have any questions or need help in exchanging your notes, please call the exchange agent whose address and phone number are set forth in “Prospectus Summary—The Exchange Offer—Exchange Agent.”

All of the original notes were issued in book-entry form, and all of the original notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the original notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their original notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender original notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange original notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

There is no procedure for guaranteed late delivery of the notes.

Determinations Under the Exchange Offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any original notes not properly tendered or any original notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularity or condition of tender as to particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of original notes, neither the exchange agent, us nor any other person will incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly

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tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable following the expiration date.

When We Will Issue Exchange notes

In all cases, we will issue exchange notes for original notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 5:00 p.m., New York City time, on the expiration date:

·a book-entry confirmation of such original notes into the exchange agent’s account at DTC; and

·a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

Return of Original Notes Not Accepted or Exchanged

If we do not accept any tendered original notes for exchange or if original notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged original notes will be returned without expense to their tendering holder. Such non-exchanged original notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your Representations to Us

By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

·any exchange notes that you receive will be acquired in the ordinary course of your business;

·you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes;

·you are not our “affiliate,” as defined in Rule 405 of the Securities Act, or if you are our affiliate you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;

·if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

·if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective you must comply with the appropriate procedures of DTC’s ATOP system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn original notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any original notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any original notes that have been tendered for exchange but are not exchanged for any reason will be credited to an account maintained with DTC for the original notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may

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retender properly withdrawn original notes by following the procedures described under “—Procedures for Tendering” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

·SEC registration fees;

·fees and expenses of the exchange agent and trustee;

·accounting and legal fees and printing costs; and

·related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of original notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of original notes under the exchange offer.

Consequences of Failure to Exchange

If you do not exchange your original notes for exchange notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the original notes. In general, you may not offer or sell the original notes unless they are registered under the Securities Act, or if the offer or sale is exempt from the registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the original notes. This carrying value is the aggregate principal amount of the original notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered original notes.

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DESCRIPTION OF THE EXCHANGE NOTES

The Company will issue the exchange notes, and previously issued the original notes, under an indenture (the “Indenture”) dated as of the Issue Date among the Company, the Guarantors described herein and Wilmington Trust Company, as trustee (the “Trustee”). References to the “notes” in this “Description of the Exchange Notes” include both the original notes and the exchange notes, unless the context requires otherwise. The terms of the notes include those provisions contained in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Security Documents referred to below under the caption “—Security” by and among the Company and the Guarantors, and one or more agents or trustees, contain the terms of the security arrangements that secure the Notes.

The following discussion summarizes the material provisions of the Indenture and the Security Documents. It does not purport to be complete, and is qualified in its entirety by reference to all of the provisions of those agreements, including the definition of certain terms, and to the TIA. We urge you to read the Indenture and the Security Documents because they, and not this description, define your rights as holders of the notes. Forms of the Indenture and the Security Documents are available as set forth below under the caption “—Additional Information.” You can find the definitions of certain terms used in this description under the caption “—Certain Definitions.”

Under circumstances described below in the definition “Unrestricted Subsidiary” under the caption “—Certain Definitions,” the Company will be permitted to designate certain of its future Subsidiaries as “Unrestricted Subsidiaries.” The Company’s Unrestricted Subsidiaries would generally not be subject to any of the restrictive covenants in the Indenture.

If the exchange offer is consummated, holders of notes who do not exchange their notes for exchange notes will vote together with the holders of the exchange notes for all relevant purposes under the Indenture. In that regard, the Indenture requires that certain actions by the holders under the Indenture (including acceleration after an Event of Default) must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of all outstanding notes issued under the Indenture. In determining whether holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the Indenture, any notes that remain outstanding after the exchange offer will be aggregated with the exchange notes, and the holders of these notes and exchange notes will vote together as a single series for all such purposes. Accordingly, all references in this Description of exchange notes to specified percentages in aggregate principal amount of the outstanding notes mean, at any time after the exchange offer for the notes is consummated, such percentage in aggregate principal amount of such notes and the exchange notes then outstanding.

Whenever the covenants or default provisions or definitions in the Indenture refer to an amount in U.S. dollars, that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies. The determination of U.S. Dollar Equivalent for any purpose under the Indenture will be determined as of a date of determination as described in the definition of “U.S. Dollar Equivalent” under “Certain Definitions” and, in any case, no subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified.

General

The notes:

·are senior obligations of the Company;

·are secured by, among other things, a first preferred ship mortgage on all of the Company’s existing vessels and vessels acquired in the future with the net proceeds of the offering of the original notes,

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together with related fixtures, equipment and other items belonging to such vessels, (collectively, the “Mortgaged Vessels”), as well as a first priority Lien on certain other Collateral described herein;

·are effectively senior to all existing and future unsecured Senior Indebtedness of the Company to the extent of the value of Collateral securing the notes;

·are senior in right of payment to any Subordinated Obligations of the Company; and

·are effectively junior to any existing or future debt of the Company or any Guarantor that is secured by assets other than the Collateral to the extent of the value of any such collateral.

Our payment of the principal of, premium, if any, and interest on the notes is irrevocably and unconditionally guaranteed by each of our existing and future restricted subsidiaries.

The Company does not have any other Senior Indebtedness outstanding in addition to the notes.

Principal, Maturity and Interest

The notes are limited in aggregate principal amount to $185,000,000 and mature on December 1, 2011. Interest on the notes accrues at a rate of 11% of the principal amount per annum. Interest on the notes will be payable semi-annually in arrears on December 1 and June 1 of each year, commencing June 1, 2007, to the holders of record on the immediately preceding November 15 and May 15. Principal of, and premium, if any, and interest on, the notes held in registered form will be payable, and the notes held in registered form will be exchangeable and transferable, at the office or agency of the Company in the United States maintained for such purposes, which initially will be at the Corporate Trust Office or agency of the trustee in New York, New York. We will make all principal, premium and interest payments on each note in global form registered in the name of The Depository Trust Company (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the holder of such global note.

Interest on the notes will accrue from the Issue Date or, if interest has already been paid, from the date it was most recently paid. Interest on the notes will be calculated on the basis of a 360-day year comprised of twelve 30 day months. Additionally, the Company will pay interest on overdue principal at 1% over the above rate and will pay interest on overdue installments of interest at 1% over such rate, in each case, to the extent lawful.

In addition to the exchange notes offered hereby, the Company may issue additional notes under the Indenture from time to time after the Issue Date (“additional notes”) provided that: (i) the net proceeds (after deducting underwriting discounts or commissions and reasonable expenses of the offering thereof) from each such issuance are deposited into the Vessel Acquisition Account; and (ii) such offering of additional notes complies with all of the covenants of the Indenture, including the covenant described under “Certain Covenants—Limitation on Indebtedness”. The original notes and any additional notes subsequently issued under the Indenture, together with any exchange notes issued in respect thereof pursuant to the Exchange Offer, will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. In particular, holders of additional notes will share equally in the Collateral securing the notes, and the issuance of additional notes may dilute the relative Collateral coverage of the holders of the original notes.

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Security

The obligations under the notes are secured pursuant to the Security Documents by a first priority Lien (subject to Permitted Collateral Liens) granted to the trustee for the benefit of the holders of the notes, in all of the following property (collectively, the “Collateral”):

(1)   the Mortgaged Vessels and related earnings and insurance;

(2)   amounts on deposit in the Vessel Acquisition Account (as defined below);

(3)   any proceeds of the foregoing; and

(4)   any assets substituted for such Collateral as provided for in the Security Documents.

Notwithstanding the foregoing, none of the accounts receivable or other operating earnings of the Company or its Restricted Subsidiaries (other than in respect of charters or leases of Mortgaged Vessels having a duration in excess of one year) will be deemed to be Collateral.

Unless an Event of Default under the Indenture shall have occurred and be continuing, the Company and its Subsidiaries have the right to remain in possession and retain exclusive control of the Collateral (other than Collateral deposited with the trustee in the Asset Sales Proceed Account or in the Vessel Acquisition Account described below under “—Certain Covenants—Limitation on Sales of Assets” and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon or therefrom. Upon an Event of Default, these rights will cease and the trustee will be entitled to foreclose upon and sell the Collateral or any part thereof as provided in the Security Documents.

There can be no assurance that the trustee will be able to sell the Collateral without substantial delays or that the proceeds obtained will be sufficient to pay all amounts owed to the trustee, holders of notes and owners of Permitted Collateral Liens, if any. The Collateral release provisions of the Indenture and the Security Documents will permit the release of Collateral without substitution of collateral of equal value under certain circumstances.

Subject to the provisions of the Indenture and the Security Documents, the trustee in its sole discretion and without the consent of the holders of the notes, on behalf of such holders, may take all actions it deems necessary or appropriate in order to:

(a)   enforce any of the terms of the Security Documents; and

(b)   collect and receive any and all amounts payable in respect of the obligations of the Company under the notes, the Indenture and the Security Documents.

The Security Documents provide that the Collateral will be released:

(1)   upon payment in full of all outstanding notes and all amounts due under the Indenture;

(2)   upon satisfaction and discharge of the Indenture as set forth under the caption “—Satisfaction and Discharge”;

(3)   upon a Legal Defeasance as set forth under the caption “—Legal Defeasance and Covenant Defeasance”;

(4)   as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders of 100% in principal amount of the notes; or

(5)   as to any Collateral (i) that is sold or otherwise disposed of by the Company or any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) in compliance with the Indenture, subject to the limitations set forth under the caption “—Certain Covenants—Limitation on Sale

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of Assets,” (ii) that constitutes a portion of the Asset Sales Proceeds Account that are to be applied or distributed as described under the caption “—Certain Covenants—Limitation on Sale of Assets,” (iii) that constitutes Excess Proceeds which have been offered to, but not accepted by, the holders of the notes and are released as set forth in the covenant described below under the caption “—Certain Covenants—Limitation on Sale of Assets”, or (iv) that constitute funds in the Vessel Acquisition Account that are released in accordance with the Security Documents as described below under “—Vessel Acquisition Account.”

The Security Documents provide that the Company will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all acts and things which may be required, or which the trustee from time to time may reasonably request, to assure and confirm that the trustee holds, for the benefit of the holders of the notes, valid, enforceable and perfected first priority Liens (subject to Permitted Collateral Liens) upon the Collateral as contemplated by the Indenture and Security Documents.

Notwithstanding anything to the contrary herein, a Restricted Subsidiary may (a) reflag any of its Vessels under the laws of a Permitted Flag Jurisdiction or (b) reconstitute itself in another jurisdiction or merge with or into another Restricted Subsidiary for the purpose of reflagging a Vessel that it owns or operates pursuant to a bareboat charter so long as at all times each Restricted Subsidiary remains a Person organized and existing under the laws of a Permitted Flag Jurisdiction; provided that the trustee may release the mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the reflagging of such Mortgaged Vessel in another Permitted Flag Jurisdiction only if (i) the owner of the Mortgaged Vessel has executed (A) a mortgage (granting the trustee a first priority Lien on such Mortgaged Vessel subject only to Permitted Collateral Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing mortgage and related Security Documents to which it is subject, which Mortgage and related Security Documents shall be in appropriate form for recording a registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest therein created, as to which the trustee shall be entitled to rely on the Opinion of Counsel to the Company with respect thereto; and (ii) arrangements reasonably satisfactory to the trustee have been made for recording the mortgage referred to in clause (i) above in the appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable.

Subsidiary Guarantees

The Guarantors have jointly and severally guaranteed the Company’s obligations under the notes pursuant to the Subsidiary Guarantees.

Each Subsidiary Guarantee:

·is a senior obligation of the relevant Guarantor;

·is secured by, among other things, a first preferred ship mortgage covering its Mortgaged Vessel, if any, and a first priority Lien on any other Collateral owned by such Guarantor;

·is effectively senior to all existing and future unsecured Senior Indebtedness of such Guarantor, to the extent of the value of the Collateral owned by such Guarantor;

·is senior in right of payment to the Guarantor’s Subordinated Obligations; and

·will effectively be junior to any future debt of the Guarantor that is secured by assets other than the Collateral, to the extent of the value of any such Collateral.

The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from being rendered voidable under applicable law relating to fraudulent

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conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See “Risk Factors.” Each Guarantor that makes a payment under its Subsidiary Guarantee will be entitled to seek contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

A Guarantor will be released and relieved from its obligations under the Indenture, its Subsidiary Guarantee and the Security Documents:

(1)   upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or upon the sale or disposition of all or substantially all the assets of such Guarantor, in each case in accordance with the applicable provisions of the Indenture relating to Asset Dispositions and in each case other than to the Company or a Restricted Subsidiary;

(2)   if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the Indenture;

(3)   upon the liquidation or dissolution of such Guarantor;

(4)   upon performance and payment in full of all the Obligations; or

(5)   upon the occurrence of Legal Defeasance as described below under “—Defeasance.”

Vessel Acquisition Account

Upon completion of the offering of the original notes, $140.0 million of the proceeds of the original notes offering (the “Initial Deposit”) were deposited in a secured collateral account deposited with the trustee or its affiliates (the “Vessel Acquisition Account”). In addition to the foregoing, as described below under “Excess Cash Flow Offer,” any Excess Cash Flow Offer Amounts that are not applied to repurchase notes after making a required Excess Cash Flow Offer shall be deposited in the Vessel Acquisition Account promptly after completion of such offer. The trustee, for the benefit of the holders of the notes, shall have a first priority perfected security interest in the Vessel Acquisition Account and the funds and investments on deposit therein. Amounts held in the Vessel Acquisition Account will be invested in Temporary Cash Investments at the direction of the Company.

The Company shall be entitled to withdraw funds from the Vessel Acquisition Account for the purpose of acquiring one or more Vessels flagged under a Permitted Flag jurisdiction, in accordance with the procedures described below.

The Company may withdraw funds from the Vessel Acquisition Account if no default or event of default has occurred and is continuing and either:

(a)   (i) the Company has executed a purchase contract (an “Acquisition Contract”) to acquire an additional Vessel or Vessels to be flagged under a Permitted Flag Jurisdiction, (ii) such Acquisition Contract has been signed by the Company or a Restricted Subsidiary and the applicable seller, and is in full force and effect as of the date of request for withdrawal of funds, (iii) the amount requested to be disbursed from the Vessel Acquisition Account does not exceed the amount required to pay a deposit or installment payment against the purchase price of the Vessel to the applicable seller as required by the Acquisition Contract, (iv) pursuant to Security Documents in form reasonably acceptable to the trustee, the Company’s rights under such Acquisition Contract (including rights to a return of deposited funds under such contract) shall be pledged as Collateral to secure the notes, and the trustee shall hold, for the benefit of the holders of the notes, a perfected lien (subject only to Permitted Collateral Liens) on such contract rights under applicable law, (v) the Company shall have provided an undertaking to the trustee that (A) upon completion of the purchase contemplated by the Acquisition Contract, the Vessel or Vessels subject to such Acquisition Contract will become Collateral as described in clause (b) below and (B) any

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funds returned to the Company or any Restricted Subsidiaries under such Acquisition Contract shall be redeposited in the Vessel Acquisition Account, and (vi) the Company shall have delivered to the trustee an Officers’ Certificate as to the satisfaction of the foregoing requirements; or

(b)   (i) the Company proposes to consummate simultaneously with the release of the requested funds from the Vessel Acquisition Account, the acquisition of a Vessel or Vessels to be flagged under a Permitted Flag Jurisdiction, pursuant to an Acquisition Contract, (ii) the amount requested to be disbursed from the Vessel Acquisition Account does not exceed the sum of the balance of the consideration payable to the applicable seller pursuant to the Acquisition Contract plus any Ready For Sea Cost for such Vessel or Vessels, (iii) the Company delivers to the trustee a mortgage or other security documents in form reasonably satisfactory to the trustee granting the trustee a first priority Lien on such Mortgaged Vessel for the benefit of holders of the notes, subject only to Permitted Collateral Liens, together with any other related Security Documents with respect to such Mortgaged Vessel, in each case in such form as is appropriate to perfect such Liens under applicable law, as evidenced by an Opinion of Counsel reasonably satisfactory to the trustee, (iv) arrangements reasonably satisfactory to the trustee have been made for recording the mortgage or Security Documents referred to in clause (iii) above in the appropriate governmental registries promptly following the release of funds, (v) with respect to any Vessel to be acquired prior to the time that an amount equal to all of the Initial Deposit has been used to acquire Vessels in accordance with the foregoing, the Company or any Restricted Subsidiary shall have entered into a binding contract of affreightment, forward freight agreement or time charter with respect to the Vessel to be acquired (the effectiveness of which may be conditioned upon completion of the acquisition of such Vessel) in each case with a third party who is not an Affiliate of the Company or any Restricted Subsidiary, on terms reasonably believed by the Board of Directors of the Company to be on commercially reasonable terms consistent with industry practice and having a minimum term of 2 years, and (vi) the Company shall have delivered to the trustee an Officers’ Certificate and Opinion of Counsel as to the satisfaction of the foregoing requirements.

In addition to the foregoing, the Company will be entitled to withdraw funds from the Vessel Acquisition Account upon delivery to the trustee of an Officers’ Certificate stating that the withdrawn funds will, within 15 days of such release, be used either (i) to make an interest payment with respect to Indebtedness that was incurred or permitted under the Indenture, or (ii) to make capital expenditures (other than to purchase a Vessel) for the benefit of the Collateral.

If, as of December 1, 2008, at least $125.0 million of the funds comprising the Initial Deposit have not been used by the Company or a Restricted Subsidiary to purchase Vessels in accordance with the foregoing, then the portion of such Initial Deposit that has not been so applied shall be deemed to be “Unused Proceeds.” If there are Unused Proceeds as of December 1, 2008, then no later than 60 days following December 1, 2008, the Company shall be required to make an offer to purchase, on a pro rata basis, the maximum principal amount of the notes that may be purchased out of the Unused Proceeds, at an offer price in cash in an amount equal to 101% of the accreted value thereof plus accrued and unpaid interest thereon to the date of purchase, all in accordance with the procedures set forth in the Indenture. The purchase date with respect to such an offer will be no earlier than 60 days or later than 90 days following the date notice is first given to holders of the offer. Such Unused Proceeds shall be released from the Vessel Acquisition Account for the purposes of making such purchases of the notes in accordance with the Indenture and the Security Documents. To the extent that the aggregate purchase price (including accrued interest) with respect to notes electing to be purchased pursuant to such an offer is less than the amount of Unused Proceeds, the Unused Proceeds that are not so applied to repurchase notes shall remain in the Vessel Acquisition Account. If the aggregate purchase price (including accrued interest) with respect to notes surrendered by holders thereof in connection with such an offer exceeds the amount of Unused Proceeds, the trustee shall select the notes to be purchased on a pro rata basis provided that no

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note having a principal amount of less than $100,000 shall remain outstanding after giving effect to any such purchase.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any repurchase of the notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

Any funds remaining in the Vessel Acquisition Account at the scheduled maturity of the notes or upon the redemption of the notes in accordance with the Indenture will be released from the Vessel Acquisition Account to the trustee for purposes of effecting the repayment or redemption of the notes.

Excess Cash Flow Offer

If the Company has Excess Cash Flow (i) for the period from the Issue Date to December 31, 2007 (the “Initial Period”) and (ii) subsequent to the Initial Period, for any succeeding fiscal year (either such period, a “Relevant Period”), then the Company shall apply an amount (the “Excess Cash Flow Offer Amount”) equal to (i) 100% of such Excess Cash Flow with respect to the Initial Period and the Relevant Period ending December 31, 2008 and (ii) 50% of such Excess Cash Flow for each subsequent Relevant Period, in each case to make an offer to purchase, on a pro rata basis, the maximum accreted value of the notes that may be purchased out of the Excess Cash Flow Offer Amount, at an offer price in cash in an amount equal to 101% of the accreted value thereof plus accrued and unpaid interest thereon to the date of purchase, all in accordance with the procedures set forth in the Indenture. The Company shall make such an offer no later than 60 days after the end of such Relevant Period. The purchase date with respect to such an offer will be no earlier than 60 days nor later than 90 days following the date notice is first given to holders of the offer. To the extent that the aggregate purchase price (including accrued interest) with respect to notes electing to be purchased pursuant to such an offer is less than Excess Cash Flow Offer Amount, the amount of such Excess Cash Flow Offer Amount that are not so applied to repurchase notes shall, promptly after completion of such offer, be deposited in the Vessel Acquisition Account described above under “Vessel Acquisition Account.” If the aggregate purchase price (including accrued interest) with respect to notes surrendered by holders thereof in connection with such an offer exceeds the Excess Cash Flow Offer Amount, the trustee shall select the notes to be purchased on a pro rata basis, provided that no note having a principal amount of less than $100,000 shall be outstanding after giving effect to any such purchase. The notice of the offer will contain the information specified in the Indenture, including instructions for tendering notes pursuant to the offer.

Notwithstanding the foregoing, the Company will not be required to make an Excess Cash Flow Offer for any Relevant Period if the Excess Cash Flow (i) for the Initial Period is less than $5 million or (ii) for such other Relevant Period is less than $5 million.

If an Excess Cash Flow Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Excess Cash Flow purchase price for all the notes that might be delivered by holders seeking to accept the Excess Cash Flow Offer.

Optional Redemption

Except as set forth below, the Company will not be entitled to redeem the notes prior to December 1, 2009.

On and after December 1, 2009, the Company will be entitled at its option to redeem all or a portion of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in

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percentages of accreted value thereof) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing December 1 in the years indicated below:

Period	Redemption Price
2009		106.375	%
2010 and thereafter		100.000	%

Prior to December 1, 2009, the Company may, at its option, on one or more occasions redeem notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued at a redemption price (expressed as a percentage of accreted value thereof) equal to 112.75%, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided that

·at least 65% of such aggregate principal amount of the notes remains outstanding immediately after the occurrence of each such redemption (other than notes held, directly or indirectly, by the Company or its Affiliates); and

·each such redemption occurs within 90 days after the date of the related Equity Offering.

In addition, at any time prior to December 1, 2009, the notes may be redeemed in whole or in part at the option of the Company upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the accreted value thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the “Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to a note at any Redemption Date, the greater of (x) 1.0% of the accreted value of such note and (y) the excess of (A) the present value at such time of (1) the redemption price of such note at December 1, 2009 (without regard to accrued and unpaid interest) plus (2) all required interest payments due on such note through December 1, 2009, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the accreted value of such note.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2009; provided, however, that if the period from the Redemption Date to December 1, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to December 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Optional Tax Redemption

The Company will be entitled to redeem all, but not less than all, of the notes if, as a result of any change in or amendment to the laws, regulations or rulings of any Relevant Tax Jurisdiction (as defined below) or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party (a “Change in Tax Law”), the Company is or would be required on the next succeeding interest payment date to pay Additional Amounts

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(as defined below) with respect to the notes as described under “Payment of Additional Amounts,” and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor; provided that the Board of Directors of the Company determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of notes then outstanding. The Change in Tax Law must become effective on or after the date of this prospectus. Further, the Company must deliver to the trustee at least 30 days before the redemption date an Opinion of Counsel of recognized standing to the effect that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law. The Company must also provide the holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal the principal amount of the note plus accrued and unpaid interest thereon, if any to the redemption date and Additional Amounts, if any, then due and which otherwise would be payable.

Selection and Notice of Redemption

If the Company is redeeming less than all of the notes at any time, the trustee will select notes on a pro rata basis, by lot or by such other method as the trustee in its sole discretion shall deem to be fair and appropriate.

Notes redeemed in part will be redeemed only in principal amounts of $1,000. The Company will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of the notes to be redeemed at its registered address.

If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. The Company will issue a new note in a principal amount equal to the unredeemed portion of the original note in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Company fails to redeem the notes, interest ceases to accrue on notes or portions of them called for redemption.

Payment of Additional Amounts

If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the notes, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the notes, the Payor will pay to each holder of a note, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such holder will be not less than the amount specified in such note to which such holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of:

(a)   any tax, assessment or other governmental charge which would not have been imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (2) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later (in either case (x) or (y), except to the extent that the holder would have been entitled to Additional Amounts had the note been presented for such 30-day period);

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(b)   any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

(c)   any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of the note to comply with a reasonable and timely request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

(d)   any combination of the above;

nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any note to any holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such note.

The Payor will provide the trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the holders of the notes or the paying agents, as applicable, upon request therefor.

The Company and the Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the notes or any other document or instrument referred to in the Indenture (other than a transfer of the notes), or the receipt of any payments with respect to the notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United Kingdom, Denmark, Panama or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Indenture or any other such document or instrument following the occurrence of any Event of Default.

All references in this prospectus to principal of, premium, if any, and interest on the notes will include any Additional Amounts payable by the Payor in respect of such principal, such premium, if any, and such interest.

No Mandatory Redemption

The Company is not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Company may be required to offer to purchase the notes as described under the captions “—Change of Control” and “Certain Covenants—Limitation on Sales of Assets.” The Company may at any time and from time to time purchase notes in the open market or otherwise.

Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), the Company will be required to offer to purchase each holder’s notes at a purchase price in cash equal to 101% of the accreted value thereof on the date of purchase 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):

(1)   any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in

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Rule 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or otherwise has the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company;

(2)   individuals who on the Issue Date constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office;

(3)   the adoption or approval by the Board of Directors or shareholders of the Company of a plan relating to the liquidation or dissolution of the Company; or

(4)   the merger (which for purposes of this clause includes a statutory share exchange) or consolidation of the Company with or into another Person or the merger or consolidation of another Person with or into the Company, or the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by one or more Permitted Holders) or group of related persons for purposes of Section 13(d) of the Exchange Act, other than a transaction following which (A) in the case of a merger or consolidation transaction, securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) constitute at least a majority of the voting power of the Voting Stock of the surviving Person (or any parent thereof) in such merger or consolidation transaction and (B) in the case of such a sale, lease, exchange or other transfer of assets transaction, the transferee Person becomes a Subsidiary of the transferor of such assets.

Within 30 days following any Change of Control, the Company will mail a notice to each holder with a copy to the trustee (the “Change of Control Offer”) stating:

(1)   that a Change of Control has occurred and that the Company is making an offer, and such holder has the right to require the Company, to purchase such holder’s notes at a purchase price in cash equal to 101% of the accreted value thereof on the date of purchase, 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 on the relevant interest payment date);

(2)   the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control, if available);

(3)   the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4)   the instructions, consistent with the covenant described hereunder, that a holder must follow in order to have its notes purchased.

The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

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The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by virtue of its compliance with such securities laws or regulations.

The Change of Control Offer feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management of the Company. The Change of Control Offer feature is a result of negotiations between the Company and the initial purchasers. The Company does not have any present intention to engage in a transaction involving a Change of Control, although it is possible that the Company could decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time of the Company or otherwise affect the Company’s capital structure or credit ratings. Restrictions on the Company’s ability to Incur additional Indebtedness are contained in the covenants described under“—Certain Covenants—Limitation on Indebtedness,” “—Limitation on Liens” and “—Limitation on Sale/Leaseback Transactions.” Such restrictions can only be waived with the consent of the holders of a majority principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

Future indebtedness that the Company may Incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the repurchase of the notes by the Company could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company’s ability to pay cash to the holders of the notes following the occurrence of a Change of Control will be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available to the Company when necessary to make any required repurchases.

Certain Covenants

The Indenture contains covenants including, among others, the following:

Limitation on Indebtedness

(a)   The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided that the Company and any Guarantor may Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, no Default has occurred and is continuing, or would occur as a consequence of such Incurrence, and the Consolidated Coverage Ratio is at least 2.25 to 1.0.

(b)   Notwithstanding the foregoing paragraph (a), the Company, any Guarantor or the Restricted Subsidiaries, as applicable, may Incur, to the extent provided below, the following Indebtedness:

(1)   Indebtedness Incurred by the Company or any Guarantor pursuant to a Revolving Credit Facility; provided, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $20 million;

(2)   intercompany Indebtedness owed by the Company to a Restricted Subsidiary or owed by a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary

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ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes or (ii) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to its notes Guarantee;

(3)   Indebtedness of the Company under the original notes, and of any Guarantor pursuant to its Subsidiary Guarantee;

(4)   Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (but excluding Indebtedness described in clause (1), (2) or (3) of this paragraph (b) and excluding Indebtedness repaid with the proceeds of the original offering);

(5)   Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and excluding therefrom any of such Indebtedness that is extinguished, retired or repaid in connection with such acquisition; provided that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

(6)   Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or described in or Incurred pursuant to clause (3), (4), (5) or (6) of this paragraph;

(7)   Hedging Obligations;

(8)   Indebtedness of the Company or any Restricted Subsidiary arising from agreements entered into in the ordinary course of business providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any Restricted Subsidiary or any business or fixed or capital assets of the Company or a Restricted Subsidiary; provided, however, (A) such Indebtedness is not reflected as a liability on the balance sheet of the Company or any Restricted Subsidiary and (B) the maximum liability therefor shall not exceed the gross cash proceeds actually received by the Company or a Restricted Subsidiary in connection with such disposition;

(9)   any Guarantee by the Company or a Guarantor of any Indebtedness permitted to be Incurred pursuant to the Indenture; provided that a Guarantee of any Indebtedness of a Restricted Subsidiary that ceases to be a Restricted Subsidiary shall be deemed to be an Investment other than a Permitted Investment, and subject to compliance with related provisions of the Indenture, at the time its Restricted Subsidiary status terminates in an amount equal to the maximum principal amount as guaranteed for so long as such Guarantee remains outstanding;

(10)Indebtedness of the Company or any Restricted Subsidiary in respect of bid, performance, surety or appeal bonds or similar instruments issued for the account and benefit of the Company or a Restricted Subsidiary and provided in the ordinary course of business of the Company and the Restricted Subsidiaries; and

(11)in addition to the items referred to in the preceding clauses (1) through (10) above, Indebtedness of the Company and the Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (11) and then outstanding will not exceed $5 million at any time outstanding.

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(c)   Notwithstanding the foregoing, the Company will not, and will not permit any Guarantor or Restricted Subsidiary to, Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof (or in the case of any Guarantee pursuant to the foregoing paragraph (b), if the proceeds of direct Indebtedness so Guaranteed) are used, directly or indirectly, to Incur or Refinance any Subordinated Obligations of the Company or any Guarantor or Restricted Subsidiary unless such Indebtedness shall be subordinated to the notes or relevant Subsidiary Guarantee, as applicable, to at least the same extent as such as such Subordinated Obligations.

(d)   For purposes of determining compliance with this covenant, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above in paragraph (b) or is entitled to be incurred pursuant to paragraph (a) of this covenant, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and (ii) at each such time, the Company will be entitled to divide, classify and reclassify an item of Indebtedness in more than one of the types of Indebtedness described above.

(e)   The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the notes and the relevant Subsidiary Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor or Restricted Subsidiary, as the case may be.

Limitation on Restricted Payments

(a)   The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:

(1)   a Default shall have occurred and be continuing (or would result therefrom);

(2)   the Company would not be permitted to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness”; or

(3)   the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed, after giving effect to adjustments in the following paragraph (b), the sum of (without duplication):

(A)  50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter in which the Company’s EBITDA has equaled or exceeded $48.5 million on an annualized basis, for two consecutive fiscal quarters to the end of the most recent fiscal quarter for which financial statements are available on or prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B)   100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(C)   the amount by which Indebtedness of the Company issued after the Issue Date is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a

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Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange)); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or, in the case of a sale financed directly or indirectly with Indebtedness, to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(D)  an amount equal to the sum of (y) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person after the Issue Date resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (z) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made and treated as a Restricted Payment by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b)   The preceding provisions of this covenant will not prohibit any of the following:

(1)   any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Guarantor made by exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); provided that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2)   any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Guarantor made by exchange for, or out of the net cash proceeds of the substantially concurrent Incurrence of Refinancing Indebtedness; provided that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(3)   the repurchase or other acquisition of shares of Capital Stock of the Company of any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided that the aggregate amount of such repurchases and other acquisitions shall not exceed $500,000 in any calendar year (other than deemed repurchases in connection with the cashless exercise of stock options); and provided, further, that such repurchases and other acquisitions (other

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than deemed repurchases in connection with the cashless exercise of stock options) shall be included in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(4)   the payment of a dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted by the provisions of paragraph (a) of this covenant on the date of its declaration; provided that any such dividend made in reliance on this paragraph shall be included in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(5)   dividends on Disqualified Stock to the extent included in the definition of Consolidated Interest Expense; provided that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above; or

(6)   the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any shareholder of the Company provided that all such purchases, redemptions, acquisitions or retirements do not exceed $7.5 million in the aggregate since the Issue Date; provided that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the transfer, incurrence or issuance of such non-cash Restricted Payment pursuant to paragraph (a) or (b)(6) of this covenant. The Company shall deliver to the trustee an officers’ certificate stating that such Restricted Payments were permitted and setting forth the basis upon which the calculations required by this covenant were computed, which calculations may be based upon the Company’s latest available financial statements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(A)  any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date which encumbrance or restriction does not relate to any Person other than such Restricted Subsidiary;

(B)  any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (E) of this covenant or this clause (B) or contained in any amendment to an agreement referred to in clause (A) or (E) of this covenant or this clause (B); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no more restrictive than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;

(C)  any such encumbrance or restriction (i) consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or (ii) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;

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(D)  any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(E)  any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;

(F)   the Indenture, the notes, the Subsidiary Guarantees and the Security Documents and the Revolving Credit Facility as in effect on the Issue Date, or any restriction applicable to a Restricted Subsidiary contained in agreements evidencing or relating to Indebtedness of such Restricted Subsidiary permitted by the covenant described under “—Certain Covenants—Limitation on Indebtedness” provided such restrictions are not materially more restrictive, taken as a whole than restrictions under the Indenture and the Revolving Credit Facility as in effect on the Issue Date; and

(G)  restrictions on transfers of property subject to any Liens permitted to be granted under, or incurred not in breach or violation of, any other provision of the Indenture.

Limitation on Sales of Assets

(a)   The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (including a Collateral Disposition) unless:

(1)   the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Company, of the shares or other assets subject to such Asset Disposition; provided, the foregoing requirement shall not apply to any Asset Disposition pursuant to any loss, constructive loss, destruction or damage to an asset, a condemnation, appropriation or other similar taking, including requisition for title, by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of the covenant described under the caption “—Limitation on Liens”;

(2)   at least 75% of the consideration received therefrom by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents provided, the foregoing requirement shall not apply to any Asset Disposition pursuant to any loss, constructive loss, destruction or damage to an asset, a condemnation, appropriation or other similar taking, including requisition for title, by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of the covenant described under the caption “—Limitation on Liens”; and

(3)   in the case of a Collateral Disposition, the trustee is immediately granted a perfected first priority security interest (subject only to Permitted Collateral Liens) in all assets or property received by the Company or any Restricted Subsidiary as consideration therefor (or, with respect to cash or cash equivalents, the portion of such cash and cash equivalents that constitutes Net Available Cash) as additional Collateral under the Security Documents to secure the Note Obligations, and, in the case of cash or cash equivalents constituting Net Available Cash, such cash or cash equivalents must be deposited into a segregated account under the sole control of the trustee that includes only proceeds from the Collateral Disposition and interest earned thereon (an “Asset Sale Proceeds Account”), which proceeds shall be subject to release from the Asset Sale Proceeds Account for the uses described in paragraphs (b) or (c) of this covenant as provided for in the Security Documents;

For the purposes of this covenant, the following are deemed to be cash or cash equivalents: (i) the assumption of all Indebtedness of the Company or any Restricted Subsidiary (other than liabilities that are Subordinated Obligations), and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness, in connection with such Asset Disposition; and (ii) securities received by the

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Company or any Restricted Subsidiary from the transferee which are promptly converted by the Company or such Restricted Subsidiary into cash.

(b)   Within 365 days after the receipt of any Net Available Cash from an Asset Disposition, the Company or such Restricted Subsidiary, as the case may be, may apply such Net Available Cash:

(1)   with respect to Net Available Cash from a Collateral Disposition, to repurchase or redeem notes in accordance with the Indenture;

(2)   with respect to Net Available Cash other than from a Collateral Disposition, to prepay, repay, redeem or purchase Senior Indebtedness (other than any Disqualified Stock) of the Company or a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that in connection with any such prepayment or repayment, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount so prepaid or repaid; or

(3)   to acquire one or more Vessels (and pay any Ready for Sea Cost in relation thereto) or other Additional Assets; provided that, with respect to Additional Assets acquired with Net Available Cash from a Collateral Disposition, (i) the Additional Assets are of a type similar to the Collateral and (ii) the trustee is immediately granted a perfected first priority security interest (subject only to Permitted Collateral Liens) in such Vessels or Additional Assets.

Pending application of such Net Available Cash other than from a Collateral Disposition, such Net Available Cash may temporarily be invested in Temporary Cash Investments or applied temporarily to reduce revolving credit Indebtedness. Any Net Available Cash that is not applied or invested as provided in clauses (1), (2) or (3) above within 365 days (or upon the earlier determination of the Company’s Board of Directors not to so apply such Net Available Cash) shall be deemed to constitute “Excess Proceeds.”

(c)   When the aggregate amount of Excess Proceeds exceeds $12.5 million, the Company will be required to make an offer to all holders of the notes (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of the notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the accreted value thereof plus accrued and unpaid interest thereon, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of the notes electing to be purchased pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and such Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not prohibited by the Indenture (and any such remaining Excess Proceeds held in the Asset Sale Proceeds Account shall be released therefrom as provided in the Security Documents). If the aggregate principal amount of the notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the trustee shall select the notes to be purchased on a pro rata basis or such other basis as the trustee determines is appropriate. Upon completion of each such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

(d)   The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a)   The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction (including the purchase, sale, lease or exchange of any property, employee

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compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1)   the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a Person who is not an Affiliate;

(2)   if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $1.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the disinterested members of the Board of Directors of the Company has determined in good faith that the criteria set forth in clause (1) are satisfied and has approved the relevant Affiliate Transaction as evidenced by a resolution; and

(3)   if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $3.0 million, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries.

(b)   The provisions of the preceding paragraph (a) will not prohibit:

(1)   any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments”;

(2)   reasonable payments, awards or grants in cash, securities or otherwise to any employee or director of the Company or any Restricted Subsidiary pursuant to, or the funding of, employment arrangements, stock options and stock ownership and other employee benefit plans or otherwise in the ordinary course of business approved by the Board of Directors of the Company;

(3)   customary indemnities made in the ordinary course of business to employees or directors of the Company and the Restricted Subsidiaries;

(4)   the payment of reasonable fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or the Restricted Subsidiaries;

(5)   loans or advances to employees and directors of the Company and the Restricted Subsidiaries in the ordinary course of business and consistent with past practices thereof, but in any event not exceeding $500,000 in the aggregate outstanding at any one time;

(6)   any transaction between or among the Company and any Restricted Subsidiaries; and

(7)   the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company.

Limitation on Liens

TheCompany will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on (i) any Collateral, except pursuant to a Security Document and except for Permitted Collateral Liens or (ii) any of its assets or properties that are not Collateral, except for Permitted Liens.

Limitation on Sale/Leaseback Transactions

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1)   the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to

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paragraph (a) of the covenant described under “—Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt pursuant to the covenant described under “—Limitation on Liens”;

(2)   the gross proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors of the Company) of such property; and

(3)   the transfer of such property is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described under “—Limitation on Sale of Assets.”

Merger and Consolidation

The Company will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1)   the resulting, surviving or transferee Person (the “Successor Company”) shall be the Company or a corporation organized and existing under the laws the United States of America, any State thereof or the District of Columbia or the laws of any member state of the European Union, and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of the Company under the notes, the Indenture and the Security Documents;

(2)   immediately before and after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3)   (A) immediately after giving pro forma effect to such transaction had it occurred at the beginning of the applicable four-quarter period, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness” and (B) the Consolidated Net Worth of the Company, calculated on a pro forma basis immediately after the transaction, will be equal to or greater than its Consolidated Net Worth determined immediately prior to the transaction; and

(4)   the Company shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and all Security Documents and that all necessary actions have been taken to preserve the priority and perfection of the Liens of all Security Documents;

provided that clause (3) will not be applicable to the Company’s consolidating with, merging into or transferring all or substantially all of its assets to a Restricted Subsidiary.

Upon due and complete compliance with the foregoing, the Successor Company (if other than the Company) will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the notes, and the predecessor Company, except in the case of a conveyance, transfer or lease, shall be released from the obligations under the notes and the Indenture.

Future Guarantors

If the Company or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary after the Issue Date, then that newly acquired or created Restricted Subsidiary must, within 10 Business Days of the date on which it was acquired or created, (i) become a Guarantor by executing a supplemental

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indenture satisfactory to the trustee in accordance with the Indenture, and (ii) if it owns any Collateral, become party to the applicable Security Documents as provided therein and in the Indenture.

Limitation on Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into in any material respect any line of business other than a Related Business.

SEC Reports

The Indenture provides that whether or not required by the SEC’s rules and regulations, so long as any notes are outstanding, the Company will furnish to the trustee and make available to each holder of notes:

(1)   within 120 days from the end of each fiscal year, an annual report containing the information required to be contained in an Annual Report on Form 20-F (or any successor form) for such fiscal year, and

(2)   within 60 days from the end of each of the first three quarters in each fiscal year, quarterly reports containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flows) and Management’s Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of each of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year).

In addition, within 105 days from the end of each fiscal year, and within 60 days from the end of each of the first three quarters of each fiscal year, the Company will hold a conference call to discuss results of operations and allow participants to ask questions at the end of such call. Any conference call must be announced at least three business days prior to such call taking place.

Each annual report will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, to the extent the Company is required to file reports with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified above or otherwise in the rules and regulations applicable to such reports, if any.

In addition, the Company agrees that, for so long as any notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and prospective purchasers of notes designated by a holder, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Defaults

Each of the following is an Event of Default:

(1)   a default in the payment of interest on the notes when due, continued for 30 days;

(2)   a default in the payment of principal of or premium, if any, on any note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)the failure by the Company or any Restricted Subsidiary to comply with (i) its obligations under “—Change of Control,” (ii) its obligations to offer to purchase notes described above under “Vessel Acquisition Account” and “Certain Covenants—Limitation on Sales of Assets” or (iii) its obligations under “—Merger and Consolidation” above;

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(4)   (i) the failure by the Company or any Restricted Subsidiary, as the case may be, to comply for 30 days after notice with any of its obligations in the covenants described above or under “—Certain Covenants” under “—Limitation on Sales of Assets,” “—Limitation on Indebtedness,” “—Limitation on Restricted Payments,” “—Limitation on Restrictions on Distributions from Restricted Subsidiaries,” “—Limitation on Affiliate Transactions,” “—Limitation on Liens,” “—Limitation on Sale/Leaseback Transactions,” “—Future Guarantors” and “—SEC Reports”;

(5)   the failure by the Company or any Restricted Subsidiary to comply for 60 days after notice with its other agreements contained in the Indenture, the notes or in any of the Security Documents;

(6)   a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, if that default:

(a)    is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or

(b)   results in the acceleration of such Indebtedness prior to its Stated Maturity; and

in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; provided, further, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(7)   certain events of bankruptcy, insolvency or reorganization of the Company, any Guarantor, any Significant Subsidiary or any group of Restricted Subsidiaries which, taken together, would constitute a Significant Subsidiary (the “bankruptcy provisions”);

(8)   failure of the Company, any Guarantor, any Significant Subsidiary or any group of the Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary to pay any judgment, or judgments aggregating, in excess of $5.0 million, which judgment or judgments, as the case may be, are not discharged, waived or stayed for a period of 60 consecutive days following such judgment (the “judgment default provision”);

(9)   any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee and the Indenture) or any Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or

(10)any Security Document or any Lien purported to be created or granted thereby on any one or more items of Collateral is held in any judicial proceeding to be unenforceable or invalid, in whole or part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in the Indenture or any Security Documents) to be fully enforceable and perfected.

However, a Default under clauses (4) and (5) will not constitute an Event of Default until the trustee or the holders of 25% in principal amount of the outstanding notes notify the Company of the default, and the Company does not cure such default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing, the trustee or the holders of at least 25% in accreted value amount of the outstanding notes may declare the accreted value of and premium, if any, and accrued

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but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal, premium and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which, taken together, would constitute a Significant Subsidiary occurs and is continuing, the accreted value of and premium, if any, and interest on all the notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders of the notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

Subject to the provisions of the Indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

(1)   such holder has previously given the trustee notice that an Event of Default is continuing;

(2)   holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;

(3)   such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4)   the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)   holders of a majority in principal amount of the outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the trustee determines is unduly prejudicial to the rights of any other holder of a note or that would involve the trustee in personal liability.

If a Default occurs, is continuing and the trustee has received notice thereof, the trustee must mail to each holder of the notes notice of the Default within the later of 90 days after it occurs or 10 days after the trustee receives notice of the Default. Except in the case of a Default in the payment of principal of or premium, if any, and interest on any note, the trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interests of the holders of the notes. In addition, the Company is required to deliver to the trustee, within 90 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company is required to deliver to the trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture, the Security Documents and the notes may be amended with the consent of the holders of a majority in principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange for the notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in

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principal amount of the notes then outstanding. However, without the consent of each holder of an outstanding note affected thereby, an amendment may not, among other things:

(1)   reduce the amount of the notes whose holders must consent to an amendment;

(2)   reduce the rate of or extend the time for payment of interest on any note;

(3)   reduce the principal of or extend the Stated Maturity of any note;

(4)   alter the provisions with respect to the redemption or repurchase of the notes or change the time at which any note may be redeemed or repurchased as described above under “—Vessel Acquisition Account,” “—Change of Control” or “—Limitation on Sales of Assets” (whether through amendment or waiver of provisions in the covenants, definitions or otherwise);

(5)   make any note payable in money other than that stated in the note;

(6)   impair the right of any holder of the notes to receive payment of principal of and premium, if any, and interest on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes;

(7)   make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;

(8)   make any change in the ranking or priority of any note or any Subsidiary Guarantee, or release any Guarantor from its Subsidiary Guarantee except as provided in the Indenture; or

(9)   except as expressly provided in the Indenture or any Security Document, release all or substantially all of the Liens on the Collateral.

Without the consent of any holder of the notes, the Company and the trustee, as the case may be, may amend the Indenture, the notes or any Security Document:

(1)   to cure any ambiguity, omission, defect or inconsistency;

(2)   to provide for the assumption by a successor corporation of the obligations of the Company or any Guarantor under the Indenture;

(3)   to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

(4)   to add additional Guarantors under the Indenture or add Collateral with respect to, or to further secure, the notes, or to release a Guarantor or Collateral (or a portion thereof) to the extent permitted by, and pursuant to the provisions of, the Indenture or the Security Documents;

(5)   to add to the covenants of the Company or any Restricted Subsidiary for the benefit of the holders of the notes or to surrender any right or power conferred upon the Company or any Restricted Subsidiary;

(6)   to make any change that does not adversely affect the rights of any holder of the notes (and for purposes of the foregoing, any change in the Indenture, the notes, the Subsidiary Guarantees or the Security Documents made to conform such documents to the descriptions thereof in this prospectus shall be deemed not to adversely affect the rights of any holder of the notes);

(7)   to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or

(8)   as otherwise provided in the Indenture or Security Documents, as the case may be.

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The consent of the holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, the Company will be required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all outstanding notes when the Company has paid all sums payable by it under the Indenture and either:

(1)   all the notes that have been authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the trustee for cancellation; or

(2)   (i) all notes not delivered to the trustee for cancellation otherwise have become due and payable or will become due and payable within one year, including pursuant to a notice of redemption given in accordance with the provisions described under “—Optional Redemption,” and the Company has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars in an amount as will be sufficient, without consideration of reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, premium, if any, and accrued interest) on the notes not theretofore delivered to the trustee for cancellation, and (ii) the Company has delivered irrevocable instructions to the trustee to apply the deposited money toward the payment of the notes at maturity or on the date of redemption, as the case may be.

In addition, the Company must deliver an officer’s certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been completed. The Collateral will be released as provided above under the caption “—Security—Release of Security Interests” upon a discharge of the Indenture in accordance with the provisions described in this section.

Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1)   the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such notes when such payments are due from the trust referred to below;

(2)   the Company’s obligations with respect to the notes concerning issuing temporary notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)   the rights, powers, trusts, duties and immunities of the trustee and the Company’s obligations in connection therewith; and

(4)   the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligation of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not

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constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute Events of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)   the Company must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the accreted value of, and premium, if any, and interest on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the notes are being defeased to Stated Maturity or to a particular redemption date;

(2)   in the case of Legal Defeasance, the Company shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)   in the case of Covenant Defeasance, the Company shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default arising from a breach of covenants due to the Incurrence of Indebtedness the proceeds of which are used to make such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5)   such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company or any of the Restricted Subsidiaries is a party or by which the Company or any of the Restricted Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit (other than a Default or an Event of Default arising from a breach of covenants due to the Incurrence of Indebtedness the proceeds of which are used to make such deposit);

(6)   the Company must have delivered to the trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(7)   the Company must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(8)   the Company must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the covenant Defeasance have been complied with.

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The Collateral will be released as provided above under the caption “—Security—Release of Security Interests” upon a Legal Defeasance in accordance with the provisions described in this section. The Subsidiary Guarantees will be released upon a Legal Defeasance in accordance with the provisions described in this section.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the trustee, should it become a creditor of the Company or any Guarantor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing, it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

Except during continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the Indenture. The holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. If an Event of Default actually known to the trustee occurs (and is not cured), the trustee will be required, in the exercise of its power, to use the same degree of care as a prudent person would under the circumstances in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture or any Security Document at the request of any holder of the notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture or any Security Document.

No Personal Liability of Directors, Officers, Employees and Shareholders

No director, officer, employee, incorporator or stockholder of the Company or any Restricted Subsidiary, in its capacity as such, will have any liability for any obligations of the Company or any Restricted Subsidiary under the notes, any Security Document or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each holder of the notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a form of the Indenture and the Security Documents without charge by writing to the Company at 2nd floor Dexter House, 2 Royal Mint Court, London EC3N 4QN.

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Certain Definitions

“accreted value” means as of any date (the “Specified Date”), with respect to each $1,000 principal amount at maturity of the notes:

(1)   if the Specified Date is one of the following dates (each, a “Semi-Annual Accrual Date”), the amount set forth opposite such date below:

Semi-Annual Accrual Date	Accreted Value
Issue Date		$	936.22
June 1, 2007		$	941.31
December 1, 2007		$	946.34
June 1, 2008		$	951.69
December 1, 2008		$	957.38
June 1, 2009		$	963.43
December 1, 2009		$	969.87
June 1, 2010		$	976.72
December 1, 2010		$	984.00
June 1, 2011		$	991.76
December 1, 2011		$	1,000.00

(2)   if the Specified Date occurs between two Semi-Annual Accrual Dates, the sum of (A) the accreted value for the Semi-Annual Accrual Date immediately preceding the Specified Date and (B) an amount equal to the product of (a) the difference of (x) the accreted value for the immediately following Semi-Annual Accrual Date and (y) the accreted value for the immediately preceding Semi-Annual Accrual Date and (b) a fraction, the numerator of which is the number of days elapsed from, but not including, the immediately preceding Semi-Annual Accrual Date to the Specified Date, calculated on a basis of a 360 day year comprised of twelve 30 day months, and the denominator of which is 180 days, except for the period from the Issue Date to the first Semi-Annual Accrual Date immediately succeeding the Issue Date, which is 195 days.

“Additional Assets” means:

(1)   any property, equipment or other tangible assets used in a Related Business; or

(2)   the Capital Stock of a Person primarily engaged in a Related Business that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary.

“Affiliate” of any specified Person means:

(1)   any other Person, directly or indirectly, controlling or controlled by; or

(2)   under direct or indirect common control with such specified Person.

For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The term “Affiliate” shall be deemed to include any owner of 10% or more of the Capital Stock of the Company (on a fully diluted basis) and any Person who would be an Affiliate of such an owner pursuant to the first sentence of this definition.

“Asset Disposition” means any sale, lease, transfer, exchange or other disposition (other than a vessel charter that is not a bareboat charter with a purchase option) (or series of related sales, leases, transfers, exchanges or dispositions) by the Company or any Restricted Subsidiary, including, without limitation, any disposition by means of a merger, consolidation or similar transaction, by the way of a sale and leaseback

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or pursuant to loss, destruction, damage, condemnation or similar taking, (each referred to for the purposes of this definition as a “disposition”), of:

(1)   any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

(2)   all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;

(3)   any other assets or rights of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; or

(4)   any Collateral;

in each case, other than (x) grants of Liens permitted by “—Certain Covenants—Limitation on Liens” or made pursuant to any Security Document and dispositions pursuant thereto or (y) dispositions of assets that are damaged, worn out, obsolete or otherwise no longer useful in the business of the Company or the Restricted Subsidiaries, and other than, in the case of clauses (1), (2) and (3) above,

(A)  any modification or termination of a vessel charter in the ordinary course of business;

(B)  a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Restricted Subsidiary;

(C)  for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets” only, (y) a disposition that constitutes a Restricted Payment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or a Permitted Investment and (z) a disposition of all or substantially all the assets of the Company, by merger or otherwise, in accordance with the provisions of the Indenture described above under the covenant described under “—Certain Covenants—Merger and Consolidation”; or

(D)  a disposition of assets in a single disposition or a series of related dispositions, with an aggregate fair market value of less than $500,000 or of Incidental Assets.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate then borne by the notes, compounded semiannually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1)   the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2)   the sum of all such payments.

“Board of Directors” in respect of a Person means the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day which is not a legal holiday in New York, New York.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of indebtedness

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represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Disposition” means any Asset Disposition to the extent involving assets or other rights or property that constitute Collateral under the Security Documents.

“Commodity Hedging Agreement” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in the price of any commodity (which shall be deemed to include any forward freight agreements), in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purposes.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which financial statements are available on or prior to the date of such determination to (y) Consolidated Interest Expense for such four fiscal quarters; provided that:

(1)   if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be computed based on (y) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (z) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period;

(2)   if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3)   if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary

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repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4)   if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition or improvement of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made under the Indenture, which constitutes all or substantially all of an operating unit of a business (which for purposes of the foregoing, shall be deemed to include any vessel acquired for use in a Related Business), EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(5)   if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, determined in accordance with GAAP, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1)   interest expense attributable to Capital Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(2)   amortization of debt discount, premium and debt issuance cost;

(3)   capitalized interest;

(4)   non-cash interest payments and expense;

(5)   the interest component of any deferred payment obligations;

(6)   commissions, discounts and other fees and charges Incurred in respect to letters of credit and bankers’ acceptance financing;

(7)   net payments pursuant to, and other net costs associated with, Hedging Obligations (including amortization of fees);

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(8)   dividends in respect of all Disqualified Stock of the Company or Preferred Stock of any Restricted Subsidiary held by Persons other than the Company or a Wholly-Owned Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the issuer of such Disqualified stock or Preferred Stock);

(9)   interest incurred in connection with Investments in discontinued operations; and

(10)the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust,

in each case, whether paid, accrued or scheduled to be paid or accrued during such period (except to the extent accrued in a prior period).

“Consolidated Net Income” means, for any period, the consolidated net income of the Company and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided that there shall not be included in such Consolidated Net Income:

(1)   any net income of any Person (other than the Company) that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that:

(A)  subject to the exclusion contained in clauses (3) - (6) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clauses (3) - (6) below); and

(B)   the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income;

(2)   any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(A)  subject to the exclusion contained in clauses (3)—(6) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and

(B)   the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(3)   any gain or loss realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;

(4)   extraordinary gains or losses (which shall not include gains or losses on Vessels sold in the ordinary course of business);

(5)   the cumulative effect of a change in accounting principles; and

(6)   any unrealized non-cash gains or losses in respect of currency fluctuations.

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Notwithstanding the foregoing, for the purposes of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

“Consolidated Net Worth” means the total of the amounts shown on the consolidated balance sheet of the Company and its Restricted Subsidiaries, determined in accordance with GAAP, as of the end of the most recent fiscal quarter of the Company for which financial statements have been made publicly available on or prior to the taking of any action for the purpose of which the determination is being made, as the sum of:

i.      the par or stated value of all outstanding Capital Stock of the Company plus

ii.     paid-in capital or capital surplus relating to such Capital Stock plus

iii.    any retained earnings or earned surplus less

(A)  any accumulated deficit and (B) any amounts attributable to Disqualified Stock.

“Currency Agreement” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purpose.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)   matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2)   is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3)   is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the 91st day following the Stated Maturity of the notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day following the Stated Maturity of the notes shall not constitute Disqualified Stock if:

(1)   the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the notes and described under “—Certain Covenants—Limitation on Sales of Assets” and “—Change of Control”; and

(2)   any such requirement only becomes operative after compliance with such terms applicable to the notes, including the purchase of any notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided that if such Disqualified Stock

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could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“EBITDA” for any period means the sum of Consolidated Net Income, plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(1)   all income tax expense of the Company and its consolidated Restricted Subsidiaries;

(2)   Consolidated Interest Expense;

(3)   depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period); and

(4)   all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of, or reserve for, cash expenditures in the future),

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be distributed to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

“Equity Offering” means any private or public offering for cash of Capital Stock (other than Disqualified Stock) of the Company other than any issuance of securities to a Restricted Subsidiary or to or under any benefit plan of the Company or a Restricted Subsidiary.

“Excess Cash Flow” means, for any Relevant Period, the following all determined on consolidated basis for the Company and its Restricted subsidiaries; the excess of (1) EBITDA for such period, plus any decrease in working capital (excluding cash and cash equivalents) during such period, less (2) the sum of (a) capital expenditures (other than to purchase a Vessel) made in cash during such period, (b) the aggregate principal amount of Indebtedness permanently repaid or prepaid during such period, (c) the cash portion of Consolidated Interest Expense paid plus the accretion on the notes during such period (other than from the Vessel Acquisition Account), (d) the aggregate amount (without duplication) of all income and franchise taxes paid in cash during such period and (e) any increase in working capital (excluding cash and cash equivalents) during such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“fair market value” means, with respect to any Asset Disposition or Restricted Payment, the price that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by an officer of the Company if such value is less than $3.0 million; provided, however, if the value of such Asset Sale or Restricted Payment is $3.0 million or greater, such determination shall be made in good faith by the Board of Directors of the Company; and provided further if the value of such Asset Sale or Restricted Payment is $10.0 million or greater, such determination shall be made an Independent Qualified Party.

“Fuel Hedging Agreement” means any spot, forward or option fuel price protection agreements and other types of fuel hedging agreements designed to protect against or manage exposure to fluctuations in

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fuel prices, in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purpose

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Government Securities” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged; (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) above, are not callable or redeemable at the option of the issuers thereof; or (iii) depository receipts issued by a bank or trust company as custodian with respect to any such Government Securities or a specific payment of interest on or principal of any such Government Securities held by such custodian for the account of holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities evidenced by such depository receipt.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)   to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)   entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means each Restricted Subsidiary of the Company on the Issue Date and each Restricted Subsidiary that becomes a guarantor of the notes pursuant to the covenant described under “—Certain Covenants—Future Guarantors” or otherwise, by executing a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its Subsidiary Guarantee is released in accordance with the terms thereof.

“Hedging Obligations” of any Person means the net obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, Fuel Hedging Agreement or Commodity Hedging Agreement.

“Incidental Asset” means any equipment, outfit, furniture, furnishings, appliances, spare or replacement parts or stores owned by the Company or a Guarantor that have become obsolete or unfit for use or no longer useful, necessary or profitable in the conduct of the business of the Company or such Guarantor, as the case may be. In no event shall the term “Incidental Asset” include a Vessel.

“Incur” means create, incur, issue, assume, Guarantee, incur or otherwise become liable for or with respect to, contingently or otherwise; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain Covenants—Limitation on Indebtedness,” (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security and (2) the payment of regularly scheduled interest in the form of additional

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Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1)   the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2)   all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3)   the principal component of all obligations of such Person issued or assumed as the deferred purchase price of property due more than six months after the acquisition of such property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4)   the principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5)   the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Subsidiary of such Person, the liquidation preference with respect to, any Preferred Stock (but excluding, in each case, any accrued dividends);

(6)   the principal component of all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7)   the principal component of all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and

(8)   to the extent not otherwise included in this definition, net Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP.

“Independent Qualified Party” means an independent investment banking firm, accounting firm or appraisal firm, in each case of industry recognized standing.

“Interest Rate Agreement” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in interest rates accruing on Indebtedness for which it is liable, in each case, entered into in the ordinary course of business and in connection with conduct of such Person’s

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business and not for speculative purposes and in respect to a notional amount not in excess of the principal amount of such Indebtedness from time to time outstanding.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable or advances against supplies on the balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person (in each case other than in exchange for Capital Stock (other than Disqualified Stock) of the Company). Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1)   “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Issue Date” means the date on which the original notes were issued.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof, a ship or vessel mortgage or encumbrance, any option or other agreement to sell or give a security interest in, and any filing of or agreement to give any financing statement under, the Uniform Commercial Code (or equivalent statute) of any jurisdiction).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Cash” from an Asset Disposition means the aggregate cash proceeds and cash equivalents received by the Company or any Restricted Subsidiary therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

(1)   all accounting, investment banking, legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2)   all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

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(3)   all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;

(4)   the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

(5)   all Ready for Sale Costs incurred in connection with such Asset Disposition, but only to the extent that such Ready for Sale Costs directly result, in the good faith determination of the Board of Directors (which determination shall be evidenced in the form of a resolution of the Board of Directors and delivered to the trustee), in the Company or a Restricted Subsidiary, as the case may be, receiving greater cash proceeds in connection with such Asset Disposition than the Company or such Restricted Subsidiary, as the case may be, would have received if such Ready for Sale Costs were not incurred; and

(6)   in the case of insurance proceeds in respect of an Asset Disposition resulting from the total loss or constructive total loss of a vessel, any amount received by the Company or a Restricted Subsidiary in excess of the fair market value of such vessel at the time of such Asset Disposition, in the good faith determination of the Board of Directors (which determination shall be evidenced in the form of a resolution of the Board of Directors and delivered to the trustee).

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Recourse Indebtedness” means Indebtedness or any other obligation:

(1)   as to which neither the Company nor any Restricted Subsidiary, (a) provides any guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness); or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2)   the Incurrence of which will not result in any recourse against any of the assets of the Company or any Restricted Subsidiary; and

(3)   no default with respect to which would permit (upon notice, lapse of time or any other event or condition, or any combination of the foregoing) any holder of any other Indebtedness or other obligation of the Company or any Restricted Subsidiary to declare pursuant to the express terms governing such Indebtedness or other obligation a default on such other Indebtedness or other obligation or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

“Note Obligations” means the notes, Subsidiary Guarantees and all other obligations of any Obligor under the Indenture or the Security Documents.

“Obligor” means each of the Company, the Guarantors and any other Persons that has granted to the trustee a Lien upon any of the Collateral as security for the Note Obligations.

“Permitted Collateral Liens” means Liens described in clauses (2), (4), (6), (22) and (23) of the definition of “Permitted Liens”.

“Permitted Flag Jurisdiction” means the United Kingdom, the Isle of Man, the Commonwealth of Bermuda, the British Virgin Islands, the Cayman Islands, the United States of America, any State of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama, Singapore, Cyprus, the Philippines, Denmark, Norway, Greece, Malta, India, and any other jurisdiction generally acceptable to institutional lenders in the shipping industry, as determined in good faith by the Board of Directors.

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“Permitted Holders” means any of Arvid Tage, Serguei Zoudov or David Znak or any member of the immediate family thereof or any trust or similar vehicle formed for the benefit of any of the foregoing or any entity that is at least majority owned and controlled, directly or indirectly by any of the foregoing.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1)   the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2)   another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided that such Person’s primary business is a Related Business;

(3)   cash and Temporary Cash Investments;

(4)   receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)   payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)   stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(7)   loans or advances to employees made in the ordinary course of business in an aggregate amount not to exceed $250,000 outstanding at any one time;

(8)   any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition as permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Sales of Assets”;

(9)   any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable or other rights to payment held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or other rights to payment or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(10)agreements in respect of Hedging Obligations; and

(11)any other Investment not to exceed $1.0 million at any one time.

“Permitted Liens” means, with respect to any Person:

(1)   liens for crews’ wages (including the wages of a master and the wages of stevedores employed directly by a Vessel) and pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation or to support obligations to insurance companies in respect of deductibles, co-insurance claims or self-insured retention (and letter of credit obligations in respect thereof), or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness), or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or cash equivalents to secure surety or appeal

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bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)   Liens imposed by law, such as carriers’, warehousemen’s, mechanics’ or similar maritime Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings that are being diligently contested or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)   Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board or similar regulatory authority and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution, in each case, other than for the benefit of the holders;

(4)   Liens for taxes, assessments, governmental charges or claims not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings being diligently contested;

(5)   Liens in favor of issuers of surety bonds or letters of credit and bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit and bankers’ acceptances do not constitute Indebtedness;

(6)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7)   Liens securing Indebtedness Incurred in accordance with the covenant described under “Certain Covenants—Limitation on Indebtedness” to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person, including one or more Vessels; provided that the Lien may not extend to any Collateral or other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property that do not constitute Collateral and that are affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(8)   Liens to secure Indebtedness incurred under clause (b)(1) under “—Certain Covenants—Limitations on Indebtedness”;

(9)   Liens outstanding on the Issue Date and amendments thereto that are not more restrictive, taken on a whole, than the corresponding Lien on the Issue Date;

(10)Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided, further, however, that any such Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11)Liens on property at the time such Person or any of its Restricted Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in

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connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(12)Liens securing obligations under Interest Rate Agreements entered into to protect against fluctuations in interest rates in the ordinary course of business, so long as such obligations relate to Indebtedness that is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such obligations;

(13)Liens securing obligations related to Currency Agreements or Commodity Hedging Agreements or Fuel Hedging Agreements entered into to protect against fluctuations in exchange rates and commodity prices and fuel prices in the ordinary course of business;

(14)any Lien which arises in favor of an unpaid seller in respect of goods, plant or equipment sold and delivered to the Company in the ordinary course of business until payment of the purchase price for such goods or plant or equipment or any other goods, plant or equipment previously sold and delivered by that seller (except to the extent that such Lien secures Indebtedness or arises otherwise than due to deferment of payment of purchase price);

(15)any Lien or pledge created or subsisting in the ordinary course of business over documents of title, insurance policies or sale contracts in relation to commercial goods to secure the purchase price thereof;

(16)Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien permitted under the Indenture (other than Liens in respect of Indebtedness that was retired by the Company or any Restricted Subsidiary with the proceeds of the original offering)); provided that: (A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(B)   the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness being Refinanced at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(17)Liens representing the interest or title of a lessor in connection with any operating lease or similar contract permitted under the Indenture;

(18)(A) Liens in favor of the Company or any Subsidiary Guarantor, (B) Liens arising from the rendering of a final judgment or order against such Person that does not give rise to an Event of Default, and (C) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(19)Liens in favor of customers and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(20)precautionary filings under the UCC or equivalent statute of any applicable jurisdiction;

(21)Liens securing the notes and Subsidiary Guarantees; and

(22)Liens for salvage or general average, or charters out of Vessels in the ordinary course of business.

For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness.

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Purchase Agreement” means the purchase agreement entered into among the Company, the Guarantors and Jefferies & Company, Inc., ABN AMRO Incorporated and DAVY as initial purchasers.

“Ready for Sale Cost” means, with respect to a Vessel or Vessels (including any Mortgaged Vessel) to be sold or leased (under a Capital Lease Obligation) by the Company or any Guarantor, the aggregate amount of all expenditures incurred to bring such Vessel or Vessels to the condition and location necessary or desirable to market such Vessel or Vessels for sale or lease, or necessary for its intended use by the purchaser or lessor thereof, including any and all vessel preparation and transportation expenses (including crew wages and transit insurance), loading and discharge expenses, inspections, appraisals, repairs, modifications, additions, improvements, permits and licenses in connection with such sale or lease.

“Ready for Sea Cost” means with respect to a Vessel or Vessels to be acquired or leased (under a Capital Lease Obligation) by the Company or any Restricted Subsidiary, the aggregate amount of all expenditures incurred to acquire or construct and bring such Vessel or Vessels to the condition and location necessary for its or their intended use, including any and all Vessel preparation and transportation expenses, loading and discharge expenses, inspections, appraisals, repairs, modifications, additions, improvements, permits and licenses in connection with such acquisition or lease.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1)   such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2)   such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3)   such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4)   if the Indebtedness being Refinanced is subordinated in right of payment to the notes or Subsidiary Guarantees, such Refinancing Indebtedness has a final maturity date later than the maturity of, and is subordinated in right of payment to, the notes and Subsidiary Guarantees, as the case may be, on terms at least as favorable to the holders as those contained in the documentation governing the Indebtedness being Refinanced;

provided further, however,that Refinancing Indebtedness shall not include (A) Indebtedness of a Restricted Subsidiary that is not a Guarantor which Refinances Indebtedness of the Company or a Guarantor or

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(B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Related Business” means the ownership or operation of Vessels and any activities within the ship owning and shipping industries and all businesses which are complementary, incidental, related or ancillary to any such activities, industries and businesses, in each case as reasonably determined by the Board of Directors of the Company in good faith.

“Restricted Payment” with respect to any Person means:

(1)   the declaration or payment of any dividends or any other payments or distributions of any sort in respect of its Capital Stock or similar payment to the direct or indirect holders of its Capital Stock (other than (i) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), or (ii) dividends or distributions payable solely to the Company or a Restricted Subsidiary);

(2)   the making of any payment on, or with respect to, or the purchase, redemption or other acquisition or retirement for value of, any Capital Stock of the Company or any parent of the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);

(3)   the making of any payment on, or with respect to, or the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of, any Subordinated Obligations of such Person or any of its Subsidiaries; or

(4)   the making of any Investment (other than a Permitted Investment).

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Revolving Credit Facility” means, one or more revolving credit agreements or facilities among the Company, any Guarantor, and one or more commercial lending institutions providing for revolving credit loans or letters of credit.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means any one or more security agreements, pledge agreements, collateral assignments, mortgages, vessel mortgages, marine mortgages, deeds of covenants, assignments of earnings and insurances, share pledges, collateral agency agreements, deeds of trust or other grants or transfers for security executed and delivered by the Company and any other Obligor creating, or purporting to create, a Lien upon Collateral in favor of the trustee for the benefit of the holders of the notes, subject to certain payment priorities, in each case as amended, modified, renewed, restated or replaced, in whole or part, from time to time, in accordance with its terms.

“Senior Indebtedness” means, with respect to any Person, Indebtedness of such Person that is not a Subordinated Obligation of such Person.

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“Significant Subsidiary” means any Restricted Subsidiary that (i) owns any Collateral or (ii) would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the notes or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person:

(1)   any corporation, association or other business entity of which more than 50% of the Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)   any partnership (whether general or limited), limited liability company or joint venture (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (i) the only general partners or managing members of which are such Person and/or one or more Subsidiaries of such Person (or any combination thereof) or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership, limited liability company or joint venture, respectively.

“Temporary Cash Investments” means any of the following:

(1)   any investment in direct obligations of, or obligations guaranteed by, the United States of America or any agency thereof;

(2)   investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3)   repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4)   investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than the Company or an Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P;

(5)   investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A2” by Moody’s; or

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(6)   investments in money market funds which invest exclusively in U.S. dollar denominated money market securities of domestic or foreign issuers rated in the highest rating category by Moody’s and S&P.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination shall have been designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below, and (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if it:

(1)   has no indebtedness other than Non-Recourse Indebtedness;

(2)   is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of the Company;

(3)   is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Capital Stock or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)   does not guarantee, secure with any of its assets or properties or otherwise directly or indirectly provide credit support for any Indebtedness of the Company or any Restricted Subsidiary;

(5)   does not own any Capital Stock of or own or hold any Lien on any asset or property of, the Company or any Restricted Subsidiary and does not own any Collateral; and

(6)   would constitute an Investment which the Company could make in compliance with the covenant under the caption “—Certain Covenants—Limitation on Restricted Payments.”

If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date and subject to immediate compliance with the covenant under the caption “—Limitation on Indebtedness,” the failure with which to so comply will constitute a Default.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness,” and (B) no Default shall have occurred and be continuing. Any such designation by such Board of Directors shall be evidenced to the trustee by promptly filing with the trustee a copy of the resolution of such Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“U.S. dollars” or “$” means United States dollars.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by the Company) at approximately 11:00 a.m. (New York City time) on the date not more than two business days prior to such determination.

“Vessel” means a bulk carrier, barge, container vessel, reefer vessel, tug boat, push boat, tanker, liquid petroleum gas/liquid natural gas tanker, chemical carrier, off shore supply vessel, floating storage production unit, barge and in general any floating craft whose purpose may be partially or wholly to

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deploy, procure, process, transport, load, discharge, transfer or store lawful commodities or to transport crew, personnel or passengers, and all related spares, stores, equipment, additions and improvement equipment related thereto whether it is attached to such Vessel.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) is owned by the Company or one or more Wholly-Owned Restricted Subsidiaries.

Book-Entry, Delivery and Form of Securities

The Global Notes

The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons (collectively, the “Global notes”). Upon issuance, each of the Global notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the Global Notes may be held through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC).

Ownership of beneficial interests in each Global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. The Company expects that under procedures established by DTC:

·upon deposit of each Global note with DTC’s custodian, DTC will credit portions of the principal amount of the Global note to the accounts of the DTC participants designated by the initial purchasers; and

·ownership of beneficial interests in each Global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the Global note).

Beneficial interests in the Global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Notes

All interests in the Global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. The Company provides the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither the Company nor the initial purchasers are responsible for those operations or procedures.

DTC has advised the Company that it is:

·a limited purpose trust company organized under the laws of the State of New York;

·a “banking organization” within the meaning of the New York State Banking Law;

·a member of the Federal Reserve System;

·a “clearing corporation” within the meaning of the Uniform Commercial Code; and

·a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

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DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers, banks and trust companies, clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global note, that nominee will be considered the sole owner or holder of the notes represented by that Global note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global note:

·will not be entitled to have notes represented by the Global note registered in their names;

·will not receive or be entitled to receive physical, certificated notes; and

·will not be considered the owners or holders of the notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the Indenture.

As a result, each investor who owns a beneficial interest in a Global note must rely on the procedures of DTC to exercise any rights of a holder of the notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a Global note will be made by the trustee to DTC’s nominee as the registered holder of the Global note. Neither the Company nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a Global note from a DTC participant will be credited on the business day for

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Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the Global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither the Company nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

·DTC notifies the Company at any time that it is unwilling or unable to continue as depositary for the Global notes and a successor depositary is not appointed within 90 days; or

·DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days.

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TAXATION

Certain U.S. Federal Income Tax Considerations

General

The following is a summary of the principal United States federal income tax consequences of the purchase, beneficial ownership and disposition of the notes. For purposes of this summary, (1) the United States Internal Revenue Code of 1986, as amended, is referred to as “the Code,” and (2) the Internal Revenue Service is referred to as “the IRS.”

This summary:

·does not purport to be a comprehensive description of all of the United States federal income tax considerations that may be relevant to a decision to purchase notes;

·is based on the tax laws of the United States, including the Code, Treasury regulations (final, temporary and proposed), administrative rulings and practice, and judicial decisions each as in effect as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect;

·deals only with holders who hold the notes as “capital assets” as defined in Section 1221 of the Code (generally, property held for investment);

·does not address tax considerations applicable to investors that are subject to special tax rules, such as banks, financial institutions, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, grantor trusts, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities holdings, persons that will hold the notes as part of a hedging transaction, “straddle” or “conversion transaction” for tax purposes, pass-through entities (e.g. partnerships) or investors who hold the notes through pass-through entities, persons deemed to sell the notes under the constructive sale provisions of the Code, persons liable for alternative minimum tax or U.S. Holders (as that term is defined below) of the notes whose “functional currency” is not the U.S. dollar; and

·does not address any United States federal estate or gift tax laws or any state, local or foreign tax laws.

Except as indicated under “Tax Treatment of Non-U.S. Holders” below, this summary applies only to holders that are (1) individuals who are citizens or residents of the United States as defined in Section 7701(b) of the Code, (2) corporations, or other entities that are taxable as corporations, created or organized in or under the laws of the United States or any state or political subdivision thereof (including the District of Columbia), (3) estates, the income of which is subject to United States federal income taxation regardless of its source, and (4) trusts, if a United States court can exercise primary supervision over the administration of such trust and one or more United States persons has the authority to control all substantial decisions of the trust or if the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person (each, a “U.S. Holder”). A “Non-U.S. Holder” is a beneficial owner of the notes that is not a U.S. Holder. If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) acquires or holds the notes, the tax treatment of a partner will depend upon the status of the partner and the activities of the partnership. A holder that is treated as a partnership for U.S. federal income tax purposes, and partners of such partnership, should consult their own tax advisors regarding the tax consequences of the purchase, ownership, and disposition of the notes.

We have not sought any ruling from the IRS with respect to the statements made or the conclusions reached in the following summary, and the IRS may not agree with such statements and conclusions. In

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addition, the IRS is not precluded from adopting a contrary position. This summary does not consider the effect of any applicable foreign, state, local or other tax laws.

YOU ARE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES.

Tax Treatment of U.S. Holders

Contingent Payments.   In certain circumstances, we may be obligated to pay amounts in excess of the stated interest and principal on the notes (see “Description of Notes—Registered Exchange Offer; Registration Rights;—Optional Redemption”). We intend to take the position that the possibility that any such payment will be made is remote so that such possibility will not affect the timing or amount of interest income that you recognize unless and until any such payment is made. Our determination that these contingencies are remote is binding on you unless you disclose your contrary position to the IRS in the manner that is required by applicable Treasury regulations. Our determination is not, however, binding on the IRS. It is possible that the IRS might take a different position from that described above, in which case the timing, character and amount of taxable income in respect of the notes may be different from that described herein.

Stated Interest.   The stated interest on a note generally will be includable in your income as ordinary income at the time such interest is received or accrued, in accordance with your regular method of accounting for United States federal income tax purposes. Interest generally will be treated as foreign source income for purposes of calculating your foreign tax credit limitation. The foreign tax credit rules are complex and their application depends on your particular circumstances. You should consult your own tax advisor regarding the availability of foreign tax credits and the treatment of additional amounts.

Original Issue Discount.   We issued the notes at a substantial discount from their principal amount at maturity. For United States federal income tax purposes, the difference between the issue price and the stated redemption price at maturity of each note constitutes original issue discount (“OID”). You will be required to include OID in your gross income periodically over the term of the notes before receipt of the cash or other payment attributable to such income regardless of your method of accounting for U.S. federal income tax purposes.

The amount of OID you must include in gross income as it accrues is the sum of the daily portions of OID with respect to the note for each day during the taxable year or portion of a taxable year on which you hold the note. The daily portion is determined by allocating to each day of an accrual period a pro rata portion of an amount equal to the adjusted issue price of the note at the beginning of the accrual period multiplied by the yield to maturity of the note. The accrual period of a note may be of any length you choose and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period.

The issue price of a note for OID purposes is the first price at which a substantial amount of notes are sold to investors (excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The adjusted issue price of the note at the start of any accrual period is the issue price of the note increased by the accrued original issue discount for each prior accrual period.

Under these rules, you will be required to include in gross income increasingly greater amounts of OID in each successive accrual period. Any amount included in income as OID will increase your tax basis in the note.

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Market Discount

If you purchase a note for an amount that is less than its “revised issue price,” subject to a de minimis exception you will be treated as having purchased the note at a “market discount.” A note’s revised issue price at the time of purchase will equal the note’s issue price, increased by all accruals of OID and decreased by all payments on the note other than qualified stated interest. In such case, you will be required to treat any payment on, or any gain realized on the sale, exchange or other disposition of, the note as ordinary income to the extent of the lesser of (i) the amount of such payment or realized gain or (ii) the market discount accrued on the note while held by you and not previously included in income. You also may be required to defer the deduction of all or a portion of any interest paid or accrued on indebtedness incurred or maintained to purchase or carry the note. Alternatively, you may elect (with respect to the note and all your other market discount obligations) to include market discount in income currently as it accrues. Market discount is considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless you elect to accrue market discount on the basis of a constant interest rate. Amounts includible in income as market discount are generally treated as ordinary interest income and will increase your adjusted tax basis in the note.

Acquisition Premium

If you purchase a note for an amount in excess of its adjusted issue price at the time of purchase, but less than its stated redemption price at maturity, you will be considered to have purchased a note with “acquisition premium.” A note’s adjusted issue price at the time of purchase will equal the note’s issue price, increased by all accruals of OID and decreased by all payments on the note other than stated interest payments. You may use acquisition premium to reduce the OID that would otherwise accrue during a period. The amount of the reduction is the product of the amount of OID accrued during the period and a fraction, the numerator of which is the amount of acquisition premium and the denominator of which is the amount of remaining OID at the time of purchase. Alternatively, you may make the election described below under “Election to Treat all Interest as Original Issue Discount.” The effect of the election will be to reduce the amount of OID by the amount of the acquisition premium.

Amortizable Bond Premium

If you purchase a note for an amount in excess of its stated redemption price at maturity, you will be treated as having purchased the note with “amortizable bond premium” equal in amount to such excess. You may elect (with respect to the note and all your other obligations with amortizable bond premium) to amortize such premium using a constant yield method over the remaining term of the note and may offset interest income otherwise required to be included in respect of the note during any taxable year by the amortized amount of such excess for the taxable year. Your adjusted basis in the note will be reduced by the amount amortized each year. If you do not make the election to amortize the premium, your basis will not be reduced and you will realize a smaller gain or a larger loss on a taxable disposition of the note than you would have realized had the election been made. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the holder and may be revoked only with the consent of the IRS. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on the disposition of the note.

Election to Treat All Interest as Original Issue Discount

In lieu of accounting for market discount and amortizable bond premium separately, you may elect to treat all interest on a note as OID and calculate the amount includible in gross income using a constant yield method under which the note would be treated as if issued on your purchase date for an amount equal to your adjusted basis in the note immediately after your purchase of the note. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de

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minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. If you make this election for a note with market discount or amortizable bond premium, the election is treated as an election under the market discount or amortizable bond premium provisions, as the case may be. The election is to be made for the taxable year in which you acquire the note and cannot be revoked without the consent of the IRS. You should consult your tax advisor about this election as well as the elections described above under “Market Discount” and “Amortizable Bond Premium.”

Exchange Offer.   The exchange of the notes for registered notes (the “Exchange Notes”) pursuant to the exchange offer will not be a taxable exchange for United States federal income tax purposes. Consequently, you will not recognize taxable income or loss as a result of exchanging the notes for Exchange Notes pursuant to the exchange offer. For federal income tax purposes, the Exchange Notes will be treated as a continuation of the notes in the hands of the U.S. Holder. Accordingly, your tax basis in the Exchange Notes immediately after the exchange will be the same as such your basis in the notes immediately before the exchange, and your holding period for the Exchange Notes will include your holding period for the notes.

Sale, Exchange and Retirement of the notes.   In general, your tax basis in such notes will be equal to (x) the cost of such notes (y) increased by the amount of OID or market discount accrued on the notes and included in your income (z) reduced by any amortizable bond premium deductions and payments of principal on such notes. Except as described under “Tax Treatment of U.S. Holders—Market Discount,” upon a sale, exchange, or retirement of the notes, you will generally recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and your tax basis in such notes. The amount realized will not include amounts attributable to accrued OID (which is taken into income as described above) or accrued but unpaid stated interest, which is taxed as ordinary income in accordance with your method of accounting for U.S. federal income tax purposes. Such gain or loss will be long-term capital gain or loss if you held the notes for more than one year at the time of disposition. The net long-term capital gains derived by U.S. Holders that are individuals, estates or trusts currently are entitled to a preferential tax rate; however, the ability of U.S. Holders to offset capital losses against ordinary income is limited.

Gain or loss recognized by you on the sale, exchange or retirement of the notes generally will be treated as U.S.-source gain or loss for foreign tax credit purposes unless it is attributable to an office or other fixed place of business outside the United States and certain other conditions are met. You should consult your tax advisers as to the foreign tax credit implications of the sale or retirement of notes.

Tax Treatment of Non-U.S. Holders

In general, payments of interest on the notes to you, OID and gain realized by you on the sale, exchange or retirement of the notes will not be subject to United States federal income or withholding tax, unless:

(1)   such income is effectively connected with a trade or business conducted by you in the United States (and, if an income tax treaty applies, is attributable to a permanent establishment maintained by you in the United States), and

(2)   in the case of gain, you are a nonresident alien individual who both holds the notes as a capital asset and is present in the United States for more than 182 days in the taxable year of the sale of the notes.

Except as may otherwise be provided in an applicable income tax treaty between the United States and a foreign country, you will generally be subject to tax in the same manner as a U.S. Holder with respect to interest, including OID, if such interest is effectively connected with your conduct of a trade or business

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in the United States. You will not be considered to be engaged in a trade or business within the United States for federal income tax purposes solely by reason of holding the notes.

Information Reporting and Backup Withholding

Under certain circumstances, the Code requires “information reporting” annually to the IRS and to each U.S. Holder and Non-U.S. Holder (collectively, a “Holder”), and “backup withholding” with respect to certain payments made on or with respect to the notes. Certain U.S. Holders are exempt from backup withholding, including corporations, tax-exempt organizations, qualified pension and profit sharing trusts, and individual retirement accounts that provide a properly completed IRS Form W-9. Backup withholding will apply to a non-exempt U.S. Holder if such U.S. Holder (1) fails to furnish its Taxpayer Identification Number, or TIN, which, for an individual would be his or her Social Security Number, (2) furnishes an incorrect TIN, (3) is notified by the IRS that it has failed to properly report payments of interest and dividends, or (4) under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments.

If a Non-U.S. Holder receives payments made on or with respect to the notes through the United States office of a broker, such payments generally will be subject to information reporting and backup withholding unless the non-U.S. Holder provides either IRS Form W-8BEN or W-8IMY, as applicable, together with all appropriate attachments, signed under penalties of perjury, identifying the Non-U.S. Holder and stating that the Non-U.S. Holder is not a United States person.

The payment of the proceeds of the disposition of the notes to or through the United States office of a broker generally will be subject to information reporting and backup withholding unless the Holder provides the certification described above or otherwise establishes an exemption from such reporting and withholding requirements.

Information reporting requirements and backup withholding generally will not apply to any payment of the proceeds of the sale of a Note effected outside the United States by a foreign office of a broker. However, unless such a broker has documentary evidence in its records that a Holder is a non-U.S. holder and certain other conditions are met, or the Holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the sale of a Note effected outside the United States by such a broker if the broker:

·is a United States person;

·derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;

·is a controlled foreign corporation for U.S. federal income tax purposes; or

·is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a U.S. trade or business.

Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be offset by the amount of tax withheld. If backup withholding results in an overpayment of United States federal income tax, a refund or credit may be obtained from the IRS, provided that certain required information is furnished. Copies of the information returns reporting such interest and withholding may be made available to the tax authorities in the country in which a Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES. PROSPECTIVE

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INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE TAX CONSEQUENCES OF SUCH INVESTMENT IN LIGHT OF EACH SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.

United Kingdom Tax Considerations

The following is a general description of certain United Kingdom tax considerations relating to the notes based on current law and practice in the United Kingdom. It does not purport to be a complete analysis of all United Kingdom tax considerations relating to the notes. It relates to the position of persons who are the absolute beneficial owners of the notes and some aspects do not apply to certain classes of taxpayer (such as dealers and/or investment funds and/or holders of the notes who are connected or associates with the Issuer for relevant tax purposes). Prospective holders of the notes who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Interest on the Notes

Payment of interest on the Notes

The notes will constitute “quoted Eurobonds” within the meaning of section 349 of the Income and Corporation Taxes Act 1988 (the “Taxes Act”) as long as they are and continue to be listed on a “recognised stock exchange” within the meaning of section 841 of the Taxes Act. The Luxembourg Stock Exchange is a recognised exchange for these purposes. Payments of interest on quoted Eurobonds may be made without withholding on account of United Kingdom income tax; however, noteholders who are individuals or residual entities (as defined in EC Council Directive 2003/48/EC) are referred to the information below in the sections in respect of the “European Savings Directive” and “Withholding Tax—Luxembourg non-resident individuals.”

If the notes cease to be quoted Eurobonds, interest must be paid under deduction of United Kingdom income tax at the lower rate (currently 20%) unless any of the following apply: a direction by H.M. Revenue & Customs under an applicable double taxation treaty; or (unless H.M. Revenue & Customs directs otherwise) the Issuer reasonably believes that the noteholder in question is either a United Kingdom resident company or a non-United Kingdom resident company carrying on a trade in the United Kingdom through a United Kingdom permanent establishment within the charge to United Kingdom corporation tax; or (unless H.M. Revenue & Customs directs otherwise) the Issuer reasonably believes that the noteholder in question falls within a category enjoying a special tax status under the relevant United Kingdom legislation which would include certain charities and pension funds or partnerships of such persons.

United Kingdom source income

Interest on the notes constitutes United Kingdom source income for tax purposes and, as such, may be subject to United Kingdom income tax by direct assessment even where paid without withholding.

However, interest from a United Kingdom source from which no United Kingdom tax has been deducted or withheld will not be chargeable to United Kingdom tax in the hands of a noteholder who is not resident for tax purposes in the United Kingdom unless that noteholder carries on a trade, profession or vocation in the United Kingdom through a United Kingdom branch, agency or permanent establishment in connection with which the interest is received or to which the notes are attributable. The provisions of any applicable double taxation treaty may also be relevant for such holders of the notes.

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Information

Noteholders who are individuals may wish to note that HM Revenue & Customs has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays interest to or receives interest for the benefit of an individual. Information so obtained may, in certain circumstances, be exchanged by H.M. Revenue & Customs with the tax authorities of other jurisdictions.

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or other similar income) paid by a person within its jurisdiction to or for an individual in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are permitted to operate a withholding system in relation to such payments instead. A number of non-EU countries have agreed to adopt similar measures.

United Kingdom corporation taxpayers

In general, noteholders within the charge to United Kingdom corporation tax will bring into account for tax purposes as revenue items all debits and credits (including those arising from exchange differences) in respect of the notes broadly in accordance with their statutory accounting treatment.

Other United Kingdom taxpayers

The notes will constitute “deeply discounted securities” within the meaning of Section 430 of Income Tax (Trading and other Income) Act 2005. Any profit made by an individual or trustee resident for tax purposes in the United Kingdom on the “transfer” (including redemption and conversion) of the notes may be taxed as income. No relief is available for losses. In calculating any gain or loss on disposal of a note, sterling values are compared at acquisition and transfer. Accordingly, a taxable profit may arise even where the foreign currency amount received on a disposal is less than or the same as the amount paid for the note.

Exchange Offer

For the purposes of the taxation of chargeable gains, the exchange of notes for registered notes pursuant to the exchange offer will not be treated as involving any disposal of the original notes or any acquisition of registered notes but the original notes and the registered notes will be treated as the same asset acquired as the original notes were acquired.

Stamp Duty and SDRT

No United Kingdom stamp duty or stamp duty reserve tax should be payable on the issue or transfer of the notes.

European Savings Directive

On June 3, 2003, the European Council of Economic and Finance Ministers has adopted a directive 2003/48/ EC regarding the taxation of savings income (the “Directive”). Pursuant to the Directive and subject to a number of conditions being met, Member States are required, since July 1, 2005, to provide to the tax authorities of another Member State, inter alia, details of payments of interest within the meaning of the Directive (interest, products, premiums or other debt income) made by a paying agent located within its jurisdiction to, or for the benefit of, an individual resident in that other Member State or certain types of entities called “residual entity” within the meaning of the Directive established in another country (the “Disclosure of Information Method”). For these purposes, the term “paying agent” is defined widely

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and includes in particular any economic operator who is responsible for making interest payments, within the meaning of the Directive, for the immediate benefit of individuals.

However, throughout a transitional period, certain Member States (the Grand-Duchy of Luxembourg, Belgium and Austria), instead of using the Disclosure of Information Method used by other Member States, withhold an amount on interest payments. The withholding tax rate is 15 percent until June 30, 2008, 20 percent from July 1, 2008 to June 30, 2011 and 35 percent from July 1, 2011. Such transitional period will end at the end of the first full fiscal year following the later of (i) the date of entry into force of an agreement between the European Community, following a unanimous decision of the European Council, and the last of several jurisdictions (Switzerland, Liechtenstein, San Marino, Monaco and Andorra), providing for the exchange of information upon request as defined in the OECD Model Agreement on Exchange Information on Tax Matters released on April 18, 2002 (the “OECD Model Agreement”) with respect to interest payments within the meaning of the Directive, in addition to the simultaneous application by those same countries of a withholding tax on such payments at the rate defined for the corresponding periods and (ii) date on which the European Council unanimously agrees that the United States of America is committed to exchange of information upon request as defined in the OECD Model Agreement with respect to interest payments within the meaning of the Directive.

A number of non-EU countries and dependent or associated territories have agreed to adopt similar measures (withholding tax or exchange of information) with effect from July 1, 2005.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES. PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS PRIOR TO INVESTING TO DETERMINE THE TAX CONSEQUENCES OF SUCH INVESTMENT IN LIGHT OF EACH SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.

Luxembourg

Withholding Tax

Luxembourg non-residents individuals

Under Luxembourg tax law currently in effect and subject to the application of the Luxembourg laws dated 21 June 2005 (the “Laws”) implementing the European Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”) and several agreements concluded between Luxembourg and certain dependent territories of the European Union, there is no withholding tax on payments of interest (including accrued but unpaid interest) made to Luxembourg non-resident noteholders. There is also no Luxembourg withholding tax, subject to the application of the Laws, upon repayment of principal or upon redemption, repurchase or exchange of the notes.

Under the Savings Directive and the laws, a Luxembourg based paying agent (within the meaning of the Savings Directive) is required since July 1, 2005 to withhold tax on interest and other similar income paid by it to (or under certain circumstances, to the benefit of) an individual resident or certain type of entity called “residual entity” within the meaning of the Directive in another member state of the European Economic Area, unless the beneficiary of the interest payments elects for an exchange of information. The same regime applies to payments to individuals resident or “residual entities” established in certain dependent territories.

The withholding tax rate is 15 percent until June 30, 2008, 20 percent from July 1, 2008 to June 30, 2011 and to 35 percent from July 1, 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain third countries.

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Responsibility for such withholding tax will be assumed by the Luxembourg Paying Agent.

Luxembourg residents individuals

A 10% withholding tax has been introduced, as from January 1, 2006 on interest payments made by Luxembourg paying agents (defined in the same way as in the Savings Directive) to Luxembourg individual residents. Only interest accrued after July 1, 2005 falls within the scope of this withholding tax. Income (other than interest) from investment funds and from current accounts provided that the interest rate is not higher than 0.75% are exempt from the withholding tax. Furthermore, interest which is accrued once a year on savings accounts (short and long term) and which does not exceed €250 per person and per paying agent is exempted from the withholding tax. This withholding tax represents the final tax liability for the Luxembourg individual taxpayers.

Responsibility for such withholding tax will be assumed by the Luxembourg Paying Agent.

There is no withholding tax for Luxembourg resident and non-resident corporate noteholders on payments of interest (including accrued by unpaid interests).

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PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC in no action letters issued to third parties, we believe that you may transfer exchange notes issued under the exchange offer in exchange for the original notes if:

·you acquire the exchange notes in the ordinary course of your business; and

·you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such exchange notes.

You may not participate in the exchange offer if you are:

·a broker-dealer that acquired original notes directly from us.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. To date, the staff of the SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the original notes, with the prospectus contained in this registration statement. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date, all dealers effecting transactions in exchange notes may be required to deliver a prospectus.

If you are an “affiliate,” as defined in Rule 405 of the Securities Act, of ours, you must comply with any applicable registration and prospectus delivery requirements of the Securities Act in connection with any resale of the notes.

If you wish to exchange your original notes for exchange notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offer—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering—Your Representations to Us” in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your original notes in the exchange offer. In addition, if you are a broker-dealer who receives exchange notes for your own account in exchange for original notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge, in the same manner, that you will deliver a prospectus in connection with any resale by you of such exchange notes.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, and at prices related to such prevailing market prices or negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concession received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a

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broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the consummation of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any broker-dealers and will indemnify the holders of the original notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the notes will be passed on for us by Vinson & Elkins R.L.L.P., London, United Kingdom with respect to certain legal matters under English and U.S. law. Certain legal matters with respect to the guarantees will be passed on for us by Vives y Asociados, Ciudad de Panama, Panama, who are acting as our special Panamanian counsel, Kromann Reumert, who are acting as our special Danish counsel, and Feinzaig, Scharf and van der Putten, who are acting as our special Costa Rican counsel.

INDEPENDENT AUDITORS

The financial statements of Britannia Bulk Plc as of and for the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2006, included in this prospectus have been audited by Moore Stephens Hays LLP, an independent registered public accounting firm, as stated in its report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

We are a public limited company incorporated under the laws of England and Wales. All of the Company’s directors and executive officers live outside the United States. Substantially all of the assets of the Company’s directors and executive officers and the Company’s assets are located outside the United States. As a result, it may not be possible for you to serve process on such persons or the Company in the United States or to enforce judgments obtained in U.S. courts against them or the Company based on civil liability provisions of the securities laws of the United States. The following discussion with respect to the enforceability of certain U.S. court judgments in England is based on advice provided to us by our English legal advisers Stephenson Harwood. The United States and England currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.

Consequently, a final judgment for payment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not automatically be enforceable in England. In order to enforce any U.S. judgment in England, proceedings must be initiated by way of common law action before a court of competent jurisdiction in England. In a common law action, an English court generally will not (subject to the following sentence) reinvestigate the merits of the original matter decided by a U.S. court and may order summary judgment on the basis that there is no arguable defence to the claim for payment. The entry of an enforcement order by an English court is conditional, among other things, upon the following:

·the U.S. court having had jurisdiction over the original proceeding according to English conflict of laws principals;

·the judgment being final and conclusive on the merits and being for a debt or a definite sum of money;

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·the judgment not contravening English public policy;

·the judgment being not for a sum payable in respect of taxes or other charges of a like nature, or in respect of a fine or penalty;

·the judgment is not arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained; and

·the judgment having not been obtained by fraud or in breach of the principles of natural justice.

Enforcement proceedings would normally have to be required to be commenced within six years of the date of the judgment.

Subject to the foregoing, purchasers of the notes may be able to enforce judgments in England, in civil and commercial matters that have been obtained from U.S. federal or state courts. However, we cannot assure you that those judgments will be enforceable. In addition, it is questionable whether an English court would accept jurisdiction and impose civil liability if proceedings were commenced in England predicated solely upon US federal securities law.

We and each of our subsidiaries have appointed CT Corporation, 111 Eighth Avenue, New York, New York 10011, as our authorized agent upon which process may be served in any action or proceeding arising out of or based upon the Indenture or the notes and instituted in any United States federal or state court having subject matter jurisdiction in the Borough of Manhattan, the City of New York, New York. In connection therewith, we have irrevocably submitted to the jurisdiction of such courts in any such action or proceeding in the United States with respect to the Indenture or the notes.

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GENERAL INFORMATION

Share Capital

As of June 30, 2006, we had authorized share capital of £10,000,000 and issued share capital of £8,683,357, divided into 8,683,357 ordinary shares of £1 nominal value each. As of December 31, 2005, we had authorized share capital of £10,000,000 and issued share capital of £8,682,357, divided into 8,682,357 ordinary shares of £1 nominal value each.

Listing of the Notes

We have listed the notes on the Official List to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.

No Material Adverse Change

Except as disclosed in this prospectus, there had been no significant change in our financial or trading position since June 30, 2006 and no material adverse change in our financial position or prospects since June 30, 2006.

Litigation

Except as disclosed in this prospectus, neither Britannia Bulk Plc nor any of its subsidiaries is involved in any litigation, arbitration or administrative proceedings relating to amounts which, individually or in the aggregate, are material in the context of the issue of the notes and, to the best of the knowledge of the Company, there are no such litigation, arbitration or administrative proceedings pending or threatened.

Guarantors

Great Belt Shipping Company, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Great Belt Shipping Company, S.A. had revenues of $0 in the year ended December 31, 2005. Great Belt Shipping Company did not pay any dividends to the Company in 2005. Great Belt Shipping Company, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Flagship Maritime, S.A. MV, a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Flagship Maritime, S.A. had revenues of $11.2 million in the year ended December 31, 2005. Flagship Maritime, S.A. did not pay any dividends to the Company in 2005. Flagship Maritime, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Baltic Navigation Co., S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Baltic Navigation Co., S.A. had revenues of $8.9 million in the year ended December 31, 2005. Baltic Navigation Co., S.A. did not pay any dividends to the Company in 2005. Baltic Navigation Co., S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Northern Star Navigation, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Northern Star Navigation, S.A. had revenues of $7.4 million in the year ended December 31, 2005. Northern Star Navigation, S.A. did not pay any dividends to the Company in 2005. Northern Star Navigation, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Britannia Bulk, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Britannia Bulk, S.A. had revenues of $4.9 million in the year ended December 31, 2005.

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Britannia Bulk, S.A. did not pay any dividends to the Company in 2005. Britannia Bulk, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Western Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Western Bulk Services, S.A. was formed in 2006 and did not earn any revenues. Western Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Atlantic Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Atlantic Bulk Services, S.A. was formed in 2006 and did not earn any revenues. Atlantic Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Unity Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Unity Bulk Services, S.A. was formed in 2006 and did not earn any revenues. Unity Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

International Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. International Bulk Services, S.A. was formed in 2006 and did not earn any revenues. International Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Channel Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Channel Bulk Services, S.A. was formed in 2006 and did not earn any revenues. Channel Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Navigator Bulk Services, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Navigator Bulk Services, S.A. was formed in 2006 and did not earn any revenues. Navigator Bulk Services, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

BBL Denmark Group, a wholly-owned subsidiary of the Company, is primarily engaged in ownership of tugs and barges marine and surveys. BBL Denmark Holding A/S had revenues of $4.1 million in the year ended December 31, 2005. BBL Denmark Holding A/S did not pay any dividends to the Company in 2005. BBL Denmark Holding A/S’s registered office is at Jessens Mole 11, Svendborg 5700, Denmark.

Danmar Shipping, S.A., a wholly-owned subsidiary of the Company, is primarily engaged in ship owning and operating. Danmar Shipping, S.A. had revenues of $11.4 million in the year ended December 31, 2005. Danmar Shipping, S.A. did not pay any dividends to the Company in 2005. Danmar Shipping, S.A.’s registered office is at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama.

Britannia Bulkers plc, a subsidiary of which the Company owns 99.99% of its outstanding common stock, is primarily engaged in ship operating. Britannia Bulkers plc had revenues of $3.2 million in the year ended December 31, 2005. Britannia Bulkers plc did not pay any dividends to the Company in 2005. Britannia Bulkers plc’s registered office is at Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN.

Svendborg Ship Management A/S, a majority-owned subsidiary of the Company, is primarily engaged in the technical management of our fleet. Svendborg Ship Management A/S had revenues of $404,000 in the year ended December 31, 2005. Svendborg Ship Management A/S did not pay any dividends to the

121

Company in 2005. Svendborg Ship Management A/S’s registered office is at Jessens Mole 11, Svendborg 5700, Denmark.

Britannia Bulkers A/S, a wholly-owned subsidiary of the Company, is primarily engaged in operation of time charter vessels. Britannia Bulkers A/S started trading in February 2006. Britannia Bulkers A/S’s registered office is at Jessens Mole 11, Svendborg 5700, Denmark.

Svendborg Marine Surveyors A/S, a wholly-owned subsidiary of the Company, is primarily engaged in ship inspection and surveys. Svendborg Marine Surveyors A/S had revenues of $395,000 in the year ended December 31, 2005. Svendborg Marine Surveyors A/S did not pay any dividends to the Company in 2005. Svendborg Marine Surveyors A/S’s registered office is at Jessens Mole 11, Svendborg 5700, Denmark.

Britannia Bulk DK A/S, a wholly-owned subsidiary of the Company, is primarily engaged in shipping operations. Britannia Bulk DK A/S had revenues of $3.2 million in the year ended December 31, 2005. Britannia Bulk DK A/S did not pay any dividends to the Company in 2005. Britannia Bulk DK A/S’s registered office is at Jessens Mole 11, Svendborg 5700, Denmark.

For more information on the Guarantors, see note 1 to our consolidated annual financial statements included elsewhere in this prospectus.

Documents Available

Copies of our organizational documents, the Indenture and copies of our most recent consolidated financial statements will, for so long as the notes are listed on the Official List and admitted to trading on the Euro MTF of the Luxembourg Stock Exchange, be available free of charge during usual business hours on any weekday (except Saturdays, Sundays and public holidays) at the specified offices of the paying agent in Luxembourg. We publish a semi-annual consolidated statement of operations, statement of cash flow and balance sheet, each of which will be delivered to, and copies of which may be obtained free of charge from, the specified offices of the paying agent in Luxembourg. We do not publish interim non-consolidated statements. All published interim statements are unaudited.

The Company has undertaken to the holders of the notes that it will submit certain information to the SEC. Any such information will also be delivered to, and copies of such information may be obtained free of charge from, the specified offices of the paying agent in Luxembourg.

122

GLOSSARY OF SHIPPING TERMS

Following are definitions of shipping terms used in this prospectus.

Annual survey—The inspection of a vessel by a classification society, on behalf of a flag state, that takes place every year.

Barges—Generally small dry bulk carriers which carry dry bulk cargoes into ports or facilities not accessible to larger vessels. Barges may be self-propelled or pushed by tugs, and may or may not be geared (have on-board equipment that enable them to load and discharge cargo).

Bulk carriers—Vessels which are specially designed and built to carry large volumes of cargo in bulk cargo form.

Bunkers—Heavy fuel oil and diesel oil used to power a vessel’s engines.

Capesize—A drybulk carrier vessel in excess of 85,000 dwt.

Charter—Thehire of a vessel for a specified period of time or to carry a cargo for a fixed fee from a loading port to a discharging port. The contract for a charter is called a charterparty.

Charterer—The individual or company hiring a vessel.

Charter hire rate—A sum of money paid to the vessel owner by a charterer under a time charterparty for the use of a vessel.

Classification Society—An independent organization that certifies that a vessel has been built and maintained in accordance with the rules of such organization and complies with the applicable rules and regulations of such vessel’s country of registry and the international conventions of which that country is a member.

Coasters—Drybulkcarriers of approximately 500 to 15,000 dwt, which principally trade within inland waterways and short sea voyages.

Contract of Affreightment—A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different vessels to perform the individual sailings. Essentially, it constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which can span a few months to a few years. All of the vessel’s operating and voyage expenses are typically borne by the ship owner.

Deadweight ton—“dwt”—A unit of a vessel’s capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessel’s dwt or total deadweight is the total weight the vessel can carry when loaded up to her summer draft.

Draft—Vertical distance between the waterline and the bottom of the vessel’s keel.

Drybulk—Non-liquid cargoes of commodities shipped in an unpackaged state.

Drydocking—The removal of a vessel from the water for inspection and/or repair of submerged parts.

Handymax—A drybulk carrier vessel of approximately 35,000 to 60,000 dwt.

Handysize—A drybulk carrier vessel of up to approximately 35,000 dwt.

Hull—The shell or body of a vessel.

Intermediate survey—The inspection of a vessel by a classification society surveyor which takes place between two and three years before and after each Special Survey for such vessel pursuant to the rules of international conventions and classification societies.

International Maritime Organization—“IMO”—A United Nations agency that issues international trade standards for shipping.

G-1

ISM Code—The International Management Code for the Safe Operation of Ships and for Pollution Prevention, as adopted by the IMO.

Newbuilding—A newly constructed vessel.

OPA—The United States Oil Pollution Act of 1990 (as amended).

Panamax—A vessel of approximately 60,000 to 85,000 dwt of maximum length, depth and draft capable of passing fully loaded through the Panama Canal.

Protection and indemnity insurance—Insurance obtained through a mutual association formed by shipowners to provide liability insurance protection from large financial loss to one member through contributions towards that loss by all members.

Scrapping—The disposal of old or damaged vessel tonnage by way of sale as scrap metal.

Short-term time charter—A time charter which lasts less than approximately six months.

Sister ships—Vessels of the same specification that were built by the same shipyard.

SOLAS—The International Convention for the Safety of Life at Sea of 1974, as amended, adopted under the auspices of the IMO.

Special survey—The inspection of a vessel by a classification society surveyor that takes place a minimum of every four years and a maximum of every five years.

Spot market—The market for immediate chartering of a vessel usually for single voyages.

Time charter—Contract for hire of a ship. A charter under which the ship-owner is paid charter hire rate on a per day basis for a certain period of time, the shipowner being responsible for providing the crew and paying operating costs while the charterer is responsible for paying the voyage costs. Any delays at port or during the voyages are the responsibility of the charterer, save for certain specific exceptions such as loss of time arising from vessel breakdown and routine maintenance.

TCE—Time charter equivalent, or TCE, is defined as revenues (net of voyage expenses and commissions) divided by the number of available days during the period. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters or COAs, because charterhire rates for vessels on voyage charters and COAs are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. Because the amount of voyage expenses we incur for a particular charter depends upon the form of the charter, we use TCE rates to improve the comparability between periods of reported revenues that are generated by the different forms of charters.

Ton—A metric ton of 1,000 kilograms.

Vessel Operating Expenses—Daily vessel operating expenses are defined to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses.

Voyage charter—Contract for hire of a vessel under which a shipowner is paid freight on the basis of moving cargo from a loading port to a discharge port. The shipowner is responsible for paying both operating costs and voyage costs. The charterer is typically responsible for any delay at the loading or discharging ports.

Voyage Expenses—Expenses incurred due to a vessel’s traveling from a loading port to a discharging port, that include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated parties.

G-2

BRITANNIA BULK PLC
INDEX TO FINANCIAL STATEMENTS

Contents	Page
Consolidated Financial Statements of Britannia Bulk Plc and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets for the six months ended June 30, 2006 and the years ended December 31, 2005 and 2004		F-3
Consolidated Statement of Operations for the six months ended June 30, 2006 and 2005		F-4
Consolidated Statement of Operations for the years ended December 31, 2005, 2004 and 2003		F-5
Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2006 and the years ended December 31, 2005, 2004 and 2003		F-6
Consolidated Statement of Cash Flows for the six months ended June 30, 2006 and 2005		F-7
Consolidated Statement of Cash Flows for the years ended December 31, 2005, 2004 and 2003		F-8
Notes to Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders
Britannia Bulk Plc

We have audited the accompanying consolidated balance sheets of Britannia Bulk Plc and subsidiaries as of June 30, 2006, December 31, 2005 and 2004 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the six months ended June 30, 2006 and each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Britannia Bulk Plc and subsidiaries as of June 30, 2006 and December 31, 2005 and 2004, and the results of their operations and their cash flows for the six months ended June 30, 2006 and each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Moore Stephens Hays LLP
October 12, 2006
New York, New York

F-2

Britannia Bulk Plc and subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)

	June 30,		December 31,
	2006		2005		2004
Assets
Current assets
Cash	$	5,600	$	6,401	$	9,327
Due from charters	10,717		10,092		4,484
Other receivables	316		29		30
Inventories	6,647		1,883		599
Prepaid expenses	621		1,070		321
Total current assets	23,901		19,475		14,761
Vessels and other fixed assets, net	44,511		47,678		24,169
Deferred drydocking costs, net	5,549		3,271		5,986
	50,060		50,949		30,155
Other assets
Investments	46		39		—
Goodwill	33		33		—
Deferred financing costs, net	241		356		324
Total assets	$	74,281	$	70,852	$	45,240
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	3,017	$	2,219	$	1,953
Accrued expenses	6,124		4,390		2,792
Deferred revenue	6,839		5,570		1,066
Taxes payable	436		280		49
Amounts due to related parties	131		131		799
Loans from shareholders	—		—		10,053
Current portion of long-term debt	9,762		11,520		7,672
Total current liabilities	26,309		24,110		24,384
Long-term debt	14,048		14,680		8,290
Minority interest	54		35		—
Shareholders’ equity:
Common stock (£1 par value, stated at $1.79; 10,000,000 shares authorized; 8,683,357, 8,682,357, 2,767,519 shares issued and outstanding at June 30, 2006, December 31, 2005 and 2004, respectively)	15,543		15,541		4,954
Additional paid-in capital	648		637		11
Retained earnings	17,679		15,849		7,601
Total shareholders’ equity	33,870		32,027		12,566
Total liabilities and shareholders’ equity	$	74,281	$	70,852	$	45,240

The accompanying notes are an integral part of the consolidated financial statements.

F-3

Britannia Bulk Plc and subsidiaries
Consolidated Statement of Operations
(Dollars in thousands, except share and per share amounts)

	Six months ended
	June 30, 2006			June 30, 2005
				(Unaudited)
Revenues
Contract of affreightment and voyage revenues	$	79,290		$	74,422
Time charter revenues	5,718			19,726
Demurrage and other revenues	2,581			5,265
Total revenues	87,589			99,413
Operating Expenses:
Voyage expenses	34,336			22,698
Charter hire expenses	31,582			50,553
Commissions	1,507			2,750
Vessel operating expenses	7,985			5,718
Depreciation and amortization	5,872			3,465
General and administrative	3,554			1,944
Expense to related parties	—			131
Foreign currency transaction gains and losses, net	44			90
Total operating expenses	84,880			87,349
Operating Income (loss)	2,709			12,064
Minority interest expense	(19		)	—
Interest income	161			117
Interest expense	(892		)	(636		)
Income (loss) before taxes	1,959			11,545
Provision for taxes	(129		)	(143		)
Net Income (loss)	$	1,830		$	11,402
Weighted average number of common shares outstanding	8,683,145			4,020,031
Basic earnings per common share	$	0.21		$	2.84

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Britannia Bulk Plc and subsidiaries
Consolidated Statement of Operations (Continued)
(Dollars in thousands, except share and per share amounts)

	Year ended December 31,
	2005			2004			2003
Revenues:
Contract of affreightment and voyage revenues	$	144,318		$	39,869		$	—
Time charter revenues	33,295			654			—
Demurrage and other revenues	6,972			1,602			—
Total revenues	184,585			42,125			—
Operating expenses:
Voyage expenses	49,347			11,893			—
Charter hire expenses	95,937			16,322			—
Commissions	4,265			1,083			—
Vessel operating expenses	12,137			2,802			—
Depreciation and amortization	9,341			1,114			—
General and administrative	3,666			148			4
Expense to related parties	131			799			—
Foreign currency transaction gains and losses, net	120			88			—
Total operating expenses	174,944			34,249			4
Operating income (loss)	9,641			7,876			(4		)
Minority interest expense	(28		)	—			—
Interest income	272			23			—
Interest expense	(1,353		)	(271		)	—
Income (loss) before taxes	8,532			7,628			(4		)
Provision for taxes	(284		)	(49		)	—
Net income (loss)	$	8,248		$	7,579		$	(4	)
Weighted average number of common shares outstanding	5,697,612			207,720			2
Basic earnings per common share	$	1.45		$	36.49		$	(2,000.00	)

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Britannia Bulk Plc and subsidiaries
Consolidated Statement of Shareholders’ Equity
(Dollars in thousands, except share and per share amounts)

	Common stock			Additional paid-in			Retained			Total shareholders’
	Shares	Amount		capital			earnings			equity
Balance at December 31, 2002	2	$	—		$	—	$	26			$	26
Net loss	—	—			—		(4		)		(4		)
Balance at December 31, 2003	2	—			—		22				22
Net income	—	—			—		7,579				7,579
Issuance of common stock	2,767,517	4,954			11		—				4,965
Balance at December 31, 2004	2,767,519	4,954			11		7,601				12,566
Net income	—	—			—		8,248				8,248
Issuance of common stock	5,914,838	10,587			626		—				11,213
Balance at December 31, 2005	8,682,357	15,541			637		15,849				32,027
Net income	—	—			—		1,830				1,830
Issuance of common stock	1,000	2			11		—				13
Balance at June 30, 2006	8,683,357	$	15,543		$	648	$	17,679			$	33,870

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Britannia Bulk Plc and subsidiaries
Consolidated Statement of Cash Flows
(Dollars in thousands, except share and per share amounts)

	Six months ended June 30,
	2006			2005
				(Unaudited)
Cash flows from operating activities
Net income (loss)	$	1,830			$	11,402
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	5,872				3,465
Loss on disposal of other assets	—				—
Minority interest	19				—
Changes in operating assets and liabilities:
Due from charters	(625		)		(11,037		)
Other receivables	(287		)		94
Inventories	(4,764		)		(1,288		)
Prepaid expenses	449				(130		)
Payments for drydockings	(4,668		)		—
Accounts payable and accrued expenses	2,532				534
Deferred revenue	1,269				4,610
Taxes payable	156				—
Other	127				413
Net cash provided by operating activities	1,910				8,063
Cash flows from investing activities:
Payments for vessels and other fixed assets	(315		)		(11,496		)
Payments for acquisitions, net of cash acquired	—				—
Net cash used in investing activities	(315		)		(11,496		)
Cash flows from financing activities:
Amounts (paid to) received from related parties	—				—
Proceeds from borrowings	3,250				825
Payments of deferred financing costs	(19		)		(216		)
Repayment of borrowings	(5,640		)		—
Issuance of common stock	13				—
Net cash (used in) provided by financing activities	(2,396		)		609
Net (decrease) increase in cash	(801		)		(2,824		)
Cash at beginning of period	6,401				9,327
Cash at end of period	$	5,600			$	6,503

The accompanying notes are an integral part of the consolidated financial statements.

F-7

Britannia Bulk Plc and subsidiaries
Consolidated Statement of Cash Flows (Continued)
(Dollars in thousands, except share and per share amounts)

	Year ended December 31,
	2005			2004			2003
Cash flows from operating activities:
Net income (loss)	$	8,248		$	7,579		$	(4	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	9,341			1,114			—
Loss on disposal of other assets	—			—			—
Minority interest	28			—			—
Changes in operating assets and liabilities:
Due from charters	(5,557		)	(4,481		)	19
Other receivables	1			(9		)	—
Inventories	(1,063		)	(599		)	—
Prepaid expenses	(749		)	(321		)	—
Payments for drydockings	(2,089		)	(6,381		)	—
Accounts payable and accrued expenses	1,307			4,742			—
Deferred revenue	4,504			1,066			—
Taxes payable	231			49
Other	208			163			(15		)
Net cash provided by operating activities	14,410			2,922			—
Cash flows from investing activities:
Payments for vessels and other fixed assets	(27,748		)	(24,888		)	—
Payments for acquisitions, net of cash acquired	(102		)	—			—
Net cash used in investing activities	(27,850		)	(24,888		)	—
Cash flows from financing activities:
Amounts (paid to) received from related parties	(668		)	15,817			—
Proceeds from borrowings	19,500			15,962			—
Payments of deferred financing costs	(216		)	(487		)	—
Repayment of borrowings	(9,262		)	—			—
Issuance of common stock	1,160			—			—
Net cash (used in) provided by financing activities	10,514			31,292			—
Net (decrease) increase in cash	(2,926		)	9,326			—
Cash at beginning of period	9,327			1			1
Cash at end of period	$	6,401		$	9,327		$	1
Supplementary cash flow information
Cash paid for interest for the periods ended June 30, 2006, 2005, December 31, 2005, 2004, and 2003 were $892, $519 (unaudited), $1,169, $271, and $0, respectively.
Cash paid for taxes for the periods ended June 30, 2006, 2005, December 31, 2005, 2004, and 2003 were $0, $0 (unaudited), $53, $0, and $0, respectively.
During the years ended December 31, 2005 and 2004 the Company converted $10,053 and $4,965 of loans from shareholders into 5,402,642 and 2,767,517 shares of common stock, respectively.

The accompanying notes are an integral part of the consolidated financial statements.

F-8

Britannia Bulk Plc and subsidiaries
Notes to Financial Statements

1.Basis of Presentation and General Information

The accompanying consolidated financial statements include the accounts of Britannia Bulk Plc (“Britannia”) and its wholly owned or controlled subsidiaries (collectively, the “Company”). Britannia is incorporated under the laws of the United Kingdom. The Company is a provider of drybulk transportation services with a focus on transporting coal exports from the Baltic region to Northern and Western Europe. The Company’s customers are primarily power companies, coal producers and commodity trading houses, primarily in Northern and Western Europe.

Britannia was founded in 1999 and commenced operations during 2004. The Company’s initial fleet consisted of five vessels which were purchased in 2004 and 2005, and in December 2005 the Company acquired seven tug and barge vessels. As the Company’s customer awareness has grown, it has been able to further increase its capacity by chartering-in additional tonnage both to fulfill its contracts of affreightment and to take advantage of profit opportunities.

The principal activities of Britannia’s subsidiaries are as follows:

Name	Percentage Owned			Country of Incorporation	Principal Activity
Britannia Bulkers Plc		99.99	%	United Kingdom	Ship operator
BBL Denmark Holding A/S		100	%	Denmark	Holding company
Britannia Bulk S.A.		100	%	Panama	Ship owner and operator
Flagship Maritime S.A.		100	%	Panama	Ship owner and operator
Baltic Navigation Company S.A.		100	%	Panama	Ship owner and operator
Danmar Shipping S.A.		100	%	Panama	Ship owner and operator
Northern Star Navigation S.A.		100	%	Panama	Ship owner and operator
Great Belt Shipping Company S.A.		100	%	Panama	Dormant
Britannia Bulk DK A/S		100	%	Denmark	Tugs and barges owner and operator
Britannia Bulker A/S		100	%	Denmark	Ship operator
Svendborg Ship Management A/S		68	%	Denmark	Ship management
Svendborg Marine Surveyors A/S		100	%	Denmark	Marine surveyor
Inspecciones Maritimas De Costa Rica S.A.		100	%	Costa Rica	Marine surveyor

F-9

Fleet

As of June 30, 2006, the Company owns and operates a fleet of five drybulk vessels, four barges and three tugs.

	Vessel Name dwt		Year Built		Delivery Date	Price
Drybulk Vessels
Explorer II		39,814		1977	November 30, 2004	$	2,100
Challenger II		39,814		1977	September 30, 2004	$	2,100
Adventure II		38,871		1980	May 27, 2004	$	7,100
Voyager II		33,288		1986	November 26, 2004	$	13,776
Discovery II		32,813		1984	April 8, 2005	$	11,500
Barges
Drejoe II		15,709		1991	December 1, 2005	$	2,138
Hjortoe II		15,709		1992	December 1, 2005	$	2,138
Sioe II		15,709		1991	December 1, 2005	$	2,138
Skaroe II		15,709		1992	December 1, 2005	$	2,138
Tugs
Bregninge II		—		1984	December 1, 2005	$	1,584
Troense II		—		1983	December 1, 2005	$	1,584
Vindeby II		—		1981	December 1, 2005	$	1,584

Customers individually accounting for more than 10% of the Company’s revenues during the six months ended June 30, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003 are as follows:

	Six months ended June 30,						Year ended December 31,
	2006			2005			2005			2004			2003
	(Unaudited)
Customer
A		29	%		15	%		22	%		15	%		*
B		*			12	%		15	%		*			*
C		*			10	%		*			10	%		*

*less than 10%

The accounts receivable from customer A is $87, $259 and $316 at June 30, 2006 and December 31, 2005 and 2004, respectively.

2.Significant Accounting Policies

(a)   Principles of consolidation:   The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which include the accounts of Britannia and its controlled subsidiaries. All intercompany accounts and transactions have been eliminated.

(b)   Unaudited interim information:   In the opinion of management, the unaudited interim period consolidated financial statements include all adjustments, which consist of normal recurring adjustments, necessary for the fair presentation of the financial position, results of operations and cash flows. The unaudited interim period consolidated financial statements are not necessarily an indication of the results to be expected for the full fiscal year. All financial information for the six months ended June 30, 2005 presented herein is unaudited.

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(c)   Use of estimates:   The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates.

(d)   Concentrations:   Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable from charterers. With respect to amounts due from charterers, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when necessary, requiring letters of credit, guarantees or collateral.

All cash balances are held by banks that are AA rated in order to minimize financial risk.

(e)   Reporting currency:   The functional currency of the Company’s vessel operating subsidiaries is the United States (“US”) dollar because the Company’s vessels operate in international shipping markets that utilize the US dollar as the functional currency. The accounting records of the Company are maintained in US dollars. Transactions involving other currencies during the year are converted into US dollars using the exchange rates in effect at the time of the transactions. Monetary assets and liabilities that are denominated in currencies other than the US dollar are translated into the functional currency using the exchange rate at the balance sheet date. Gains or losses resulting from foreign currency transactions are included in the accompanying consolidated statements of operations as foreign currency gains and losses, net.

The par value of the Company’s common stock is £1 and is stated at $1.79. Foreign exchange differences related to common stock issuances are recorded as an adjustment to additional paid in capital on the date the transaction is completed.

(f)    Revenue recognition:   Revenues are generated from contracts of affreightment, time charter and voyage agreements. Revenues from time charters are recognized ratably over the periods of such charters. Contracts of affreightment and voyage charter revenues are recognized on a pro-rata basis over the duration of the voyage. A voyage is deemed to commence upon the completion of discharge of the vessel’s previous cargo and is deemed to end upon the completion of discharge of the current cargo. Losses on voyages are provided for in full at the time such losses can be estimated. Demurrage income represents payments by the customer to the vessel owner when loading or discharging time exceeded the stipulated time in the voyage charter. Demurrage income is recognized ratably over the duration of the voyage charter.

The consolidated balance sheets reflect the deferred portion of revenues and expenses, which will be earned in subsequent periods.

(g)   Cash and cash equivalents:   The Company considers highly liquid investments, such as a time deposits and certificates of deposit, with an original maturity of three months or less when purchased to be cash equivalents.

(h)   Compensating balances:   Compensating balances are required to be maintained with certain banks under the Company’s borrowing arrangements. (Note 8)

(i)    Due from charterers:   The majority of the Company’s accounts receivable are due from companies in the coal industry. Credit is extended based on evaluation of a customers’ financial condition and, generally, collateral is not required. Accounts receivable are due upon commencement of the voyage and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the

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Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. No allowance for doubtful accounts has been recorded at June 30, 2006, December 31, 2005 and 2004. The Company has not written off any trade receivables during the six months ended June 30, 2006 and 2005 or during the years ended December 31, 2005, 2004 and 2003.

(j)    Inventory:   Inventory consists of consumable bunkers (if any), lubricants and victualing stores, which are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

(k)   Vessel acquisitions:   When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was the purchase of an asset or a business based on the facts and circumstances of the transaction. As is customary in the shipping industry the purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is it material to the Company’s decision to make such acquisition.

(l)    Vessels and other fixed assets:   Vessels and other fixed assets, net are stated at cost less accumulated depreciation. Vessels and other fixed assets are depreciated when the asset is ready for its intended use.

Depreciation is calculated, based on cost, less estimated residual value, using the straight-line method, over the remaining economic life of each asset. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the assets remaining estimated useful life or the estimated life of the renewal or betterment. Expenditures for routine maintenance and repairs are expensed as incurred.

Following are the estimated useful lives of vessels and other fixed assets:

i.      Vessels under 25 years old—on a straight line basis over their remaining lives of 25 years from the date of construction.

ii.     Vessels over 25 years old—on a straight line basis from date of acquisition to the scheduled date of the next special survey (including any IACS Classification Society accepted extension).

iii.    Tugs and barges—on a straight line basis over their estimated useful lives of 30 and 25 years, respectively, from the date of construction.

iv.    Furniture and fixtures—on a straight line basis over its estimated useful lives, ranging from four to 10 years.

v.      Buildings—on a straight line basis over its estimated useful life of 50 years.

(m)  Deferred revenue:   Deferred revenue primarily relates to cash received from customers prior to it being earned. These amounts are recognized as income when earned.

(n)   Voyage expenses:   Voyage expenses are expenses unique to a particular voyage, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Voyage expenses are recognized as incurred.

(o)   Vessel operating expenses:   Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized as incurred.

(p)   Impairment of long-lived assets, intangible assets and goodwill:   The Company follows SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The standard requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed

F-12

for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimates of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the asset is considered impaired. Measurement of the impairment loss is based on the difference between the net book value of the asset and its fair value as provided by third parties. In this respect, management regularly reviews the carrying value of each vessel in comparison with its fair value. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with finite lives are amortized over their estimated useful lives. For the six months ended June 30, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003, no impairment charges were recorded.

(q)   Deferred drydocking costs:   The Company’s vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company capitalizes the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of parts that are reasonably made in anticipation of reducing the duration or cost of the drydocking; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. On acquisition an estimate is made of drydock costs included in the purchase price of a vessel and allocated accordingly.

(r)   Deferred financing costs:   Deferred financing costs, included in other assets, consists of fees, commissions and legal expenses associated with securing loan facilities. These costs are amortized over the life of the related debt and are included in interest expense.

(s)   Earnings per Common Share:   Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. For the six months ended June 30, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003, the Company had no dilutive securities.

(t)    Taxes:   The Company is not liable for the payment of any income tax on its income, except for management operations in Denmark, which is insignificant. Instead, a tax is levied based on the tonnage tax regime of the United Kingdom (“UK”). Under the UK tonnage tax regime, shipping profits, as defined under the applicable law, are subject to corporation tax by reference to the net tonnage of qualifying vessels. Income not considered to be shipping profits under tonnage tax rules is taxable under the normal UK income tax rules. Management believes that substantially all of the income attributable to the Company’s operations constitutes shipping profits and, accordingly, UK income tax expenses for these operations has been and is expected to be minimal under the current tax regime.

(u)   Segment reporting:   The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e. spot or time charters. The Company does not have discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision makers, reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that it operates as one reportable segment. Furthermore, when the Company charters a vessel to a customer, the customer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

(v)   New accounting pronouncements:   In December 2004, the Financial Accounting Standards Board issued SFAS No. 153, “Exchanges of Nonmonetary Assets”. SFAS No. 153 amends Accounting Principles Board (“APB”) Opinion No. 29, “Accounting for Nonmonetary Transactions,” to require exchanges of nonmonetary assets be accounted for at fair value, rather than carryover basis. Nonmonetary

F-13

exchanges that lack commercial substance are exempt from this requirement. SFAS 153 is effective for nonmonetary exchanges entered into in fiscal years beginning after June 15, 2005. The Company does not routinely enter into exchanges that could be considered nonmonetary; accordingly the Company does not expect the adoption of SFAS 153 to have a material impact on its consolidated financial statements.

In March 2005, The Financial Accounting Standards Board published FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligation” (“FIN 47”), to clarify that an entity must recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is intended to provide a more consistent recognition of liabilities relating to asset retirement obligations, additional information about expected future cash outflows associated with these obligations, and additional information about investments in long-lived assets, because it recognizes additional asset retirement costs as part of the assets carrying amounts. FIN 47 is effective for 2005. FIN 47 has not impacted the Company in 2005.

3.Acquisitions

On July 1, 2005, the Company completed the purchase of Svendborg Ship Management A/S and Svendborg Marine Surveyors A/S (collectively “Svendborg”) by acquiring 68% of the outstanding capital stock of Svendborg. Svendborg Ship Management A/S offers professional technical management of tonnage on behalf of owners; services offered include ISM & ISPS issuance, implementation of manuals and technical auditing as well as manning, maintenance, technical upgrading, dry-docking, stores/provisions purchase, consultancy and accounting service. Svendborg Marine Surveyors A/S offers and provides for independent marine inspections/surveys and survey of cargo including draft surveys as well as acting as port captains/supercargoes on behalf of ship-owners.

The Company acquired Svendborg to expand its portfolio of shipping services offered to its customers to include ship maintenance and management services. The acquisition also provides established relationships in international markets and provides shipping services to a wider customer base.

The aggregate purchase price paid by the Company for Svendborg was $407 in cash. The purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The purchase price was allocated as follows:

Cash	$	305
Accounts receivable	51
Inventory	221
Property and equipment	298
Investments	63
Accounts payable	(557		)
Minority interest	(7		)
Total fair value of net assets acquired	374
Goodwill	33
Net purchase price	$	407

The allocation of the purchase price was based on the fair value of identifiable intangible assets, and certain property, plant and equipment.

The results of Svendborg have been included in the consolidated financial statements since the date of acquisition of July 1, 2005.

This acquisition has not been presented on a pro forma basis because it is not deemed to be material.

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4.Transactions with Related Parties

The following are related party transactions not disclosed elsewhere in these consolidated financial statements:

Transactions with related companies under common control

The Company is related to Rainbow Shipping Group Limited (formerly Rainbow Shipping Group plc) (“Rainbow”) by common control. As of June 30, 2006, December 31, 2005, 2004, and 2003, the Company’s directors hold a minority interest of Rainbow of 34%, 34%, 28.2%, and 28.2%, respectively. During the years ended December 31, 2005 and 2004 Rainbow provided administrative and sales support to the Company and provided office space for the Company’s administrative staff. Staff costs and overheads incurred by Rainbow on behalf of the Company during the six months ended June 30, 2006 and 2005 were $0 and $131 (unaudited), respectively. Staff costs and overheads incurred by Rainbow on behalf of the Company during the years ended December 31, 2005, 2004, 2003 were $131, $799, and $0, respectively. As of June 30, 2006, December 31, 2005 and December 31, 2004, $131, $131, and $799, respectively, were outstanding to Rainbow.

Transactions with shareholders

During the six months ended June 30, 2006 a company controlled by one of the shareholders provided ship brokering services to the Company under a consultancy agreement. During the six months ended June 30, 2006 these expenses aggregated approximately $116.

During the year ended December 31, 2005, shareholder loans totaling $10,053 were converted into common shares in two tranches; on April 6, 2005 the shareholders converted $5,121 of the loans into 2,667,119 shares of common stock at par value; on September 1, 2005 the shareholders converted the remaining outstanding balance of the loans of $4,932 to 2,735,523 shares of common stock at par value. On November 18, 2005 the Company issued 487,369 shares of common stock for cash consideration of $849. On December 28, 2005, the Company issued 24,827 shares of common stock for cash consideration of $311.

During the year ended December 31, 2004, the Company issued a note to shareholders aggregating $15,018 in consideration for cash received. The shareholders loans were unsecured, interest free and repayable on demand. On June 16, 2004 the shareholders converted $190 of the loans into 99,998 shares of common stock at par value. On December 29, 2004, the shareholders converted $4,775 of the loans into 2,667,519 shares of common stock at par value. As of December 31, 2004, there was a balance of $10,053 remaining on the original loans.

During the year ended December 31, 2004, the company acquired two subsidiaries, Flagship Maritime S.A. and Danmar Shipping SA from the shareholders for consideration equivalent to the net asset value of the subsidiaries, which was estimated to be zero on the basis that the assets acquired were equal to the liabilities assumed. The fair value of the net assets acquired approximated their book value at the date of acquisition. The following chart sets out the value assigned to the assets acquired and liabilities assumed for the subsidiaries acquired:

	Flagship Maritime SA			Danmar Shipping SA
Assets acquired Vessels		$	2,100		$	2,100
Liabilities assumed Shareholder’s loans		$	1,822		$	1,767
Other creditors		278			333
Total liabilities assumed		$	2,100		$	2,100

F-15

5.Inventories

Inventories shown in the accompanying consolidated balance sheets are analyzed as follows:

	June 30,			December 31,
	2006			2005		2004
Bunker fuel		$	6,586	$	1,579	$	582
Ship stores		61		304		17
		$	6,647	$	1,883	$	599

6.Vessels and other Fixed Assets and deferred drydocking costs

	June 30,			December 31,
	2006			2005			2004
Vessels	$	52,812		$	52,531		$	24,823
Furniture and fixtures	231			202			65
Building	206			201			—
	53,249			52,934			24,888
Less accumulated depreciation	(8,738		)	(5,256		)	(719		)
	$	44,511		$	47,678		$	24,169

	June 30,			December 31,
	2006			2005			2004
Deferred drydocking costs	$	13,138		$	8,470		$	6,381
Less accumulated amortization	(7,589		)	(5,199		)	(395		)
	$	5,549		$	3,271		$	5,986

Depreciation and amortization expense for the six months ended June 30, 2006 and 2005, and for the years ended December 31, 2005, 2004 and 2003, was $5,872, $3,465 (unaudited), $9,341, $1,114 and $0 respectively.

7.Accrued Expenses

Accrued expenses consist of the following:

	June 30,			December 31,
	2006			2005		2004
Bunker fuel accruals		$	1,832	$	833	$	—
Port cost accruals		1,636		999		—
Ship accruals		325		1,199		—
Voyage expense accruals		1,713		1,011		2,471
Other accruals		618		348		321
		$	6,124	$	4,390	$	2,792

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8.Long-term Debt

Long-term debt consisted of the following:

	June 30,			December 31,
	2006			2005			2004
$11,200 note payable to Danish bank payable in 4 quarterly installments of $840 through February 2007 followed by 16 quarterly installments of $490, plus interest at LIBOR plus 0.95% (6.08% at June 30, 2006), due in February 2011, secured by 3 tugs and 4 barges(1)	$	10,360		$	11,200		$	—
$15,000 note payable to Irish bank payable in monthly installments ranging from $500 to $139, plus interest at 6.17%, due in March 2010, secured by 3 motor vessels(2)	8,000			10,500			9,700
$3,250 note payable to Danish bank payable in quarterly installments of $406.2, plus interest at LIBOR plus 0.95% (6.18% at June 30, 2006), due in May 2008, secured by 2 motor vessels(1)	3,250			—			—
$3,000 unsecured note payable to Cowper Limited with interest at 6% due monthly, due on demand beginning September 2007 with balance due September 2008	2,200			3,000			—
$3,000 note payable to Irish bank payable in monthly installments of $125, plus interest at 6.48%, due in December 2006, secured by 2 motor vessels, paid in full in March 2006	—			1,500			3,000
$3,262 million unsecured note payable to Ablet Holdings Limited paid in full November 2005	—			—			3,262
	23,810			26,200			15,962
Less current portion	(9,762		)	(11,520		)	(7,672		)
	$	14,048		$	14,680		$	8,290

(1)Contains financial covenants requiring equity to assets ratio equal to or greater than 30%, free cash to total debt equal to or greater than 10%, net worth equal to or greater than $17,000, EBITDA to interest expense equal to or greater than 4.

(2)Contains financial covenants requiring net worth equal to or greater than $10,000, free cash to total debt equal to or greater than 10%, current ratio equal to or greater than 1.0 (calculation based on current liabilities excluding loans to shareholders and current portion of long-term debt), debt to total assets equal to or less than 70%.

The Company is in compliance with all financial covenants as of June 30, 2006 and December 31, 2005 and 2004.

The amount of the compensating balances required under the $11,200 note payable to Danish Bank at June 30, 2006 and December 31, 2005 is $3,462 and $3,419, respectively. The compensating balances are held under agreements that do not legally restrict the use of such funds and, therefore, the funds are not segregated on the consolidated balance sheets.

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Future maturities of long-term debt are as follows as of December 31, 2005:

For the years ending December 31,
2006	$	11,520
2007	4,560
2008	3,627
2009	3,627
2010	2,376
Thereafter	490
	$	26,200

9.Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments are as follows:

	June 30, 2006				December 31, 2005				December 31, 2004
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Cash	$	5,600	$	5,600	$	6,401	$	6,401	$	9,327	$	9,327
Floating rate debt	$	13,610	$	13,610	$	11,200	$	11,200	$	—	$	—
Fixed rate debt	$	10,200	$	9,983	$	15,000	$	14,948	$	15,962	$	15,962
Loans from shareholders	$	—	$	—	$	—	$	—	$	10,053	$	10,053

The estimated fair values of the Company’s variable rate long term debt and loans to shareholders approximates their individual carrying amounts due to their short-term maturity or the variable-rate nature of the respective borrowings as of June 30, 2006, December 31, 2005 and December 31, 2004.

The fair value of the fixed-rate debt is estimated based on current rates offered to the Company for similar debt of the same remaining maturities.

10.Revenue from Time Charters

The Company’s vessels are available for hire. Total revenue earned on time charters for the six months ended June 30, 2006 and 2005 and for the years ended December 31, 2005, 2004 and 2003 was $5,718, $19,726 (unaudited), $33,295, $654 and $0, respectively. Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of June 30, 2006 will be $2,092 during the year ended June 30, 2007, assuming no off-hire time is incurred.

11.Commitments

The Company leases office space in London, United Kingdom. Rent expense for the six months ended June 30, 2006 and 2005 was $25 and $0 (unaudited), respectively, and for each of the years ended December 31, 2005, 2004 and 2003, was $0. As explained in Note 4, one of the Company’s related parties provided office space for the Company until December 31, 2005, the cost of which had been included in an overall administrative recharge.

Future minimum lease payments in respect of office space are as follows:

For the years ending June 30,
2007	$	99
2008	99
	$	198

F-18

The Group had vessel related hire commitments totaling $15,607 and $14,145 at June 30, 2006 and December 31, 2005, respectively.

12.Pension Schemes

The Company maintains individual employee pension schemes set up for individual employees. The contributions made by the Company will be charged to expense as incurred. The Company has made no contributions nor recognized any pension scheme expense.

13.Shareholder’s Rights Agreement

Anti-dilution

The Company shall not issue any share capital without first offering it to then existing shareholders (on identical terms) in proportion to their then shareholdings in the Company unless the Company shall be authorized at a shareholders meeting to do so by members holding not less than 60% in nominal value of the shares issued by the Company.

Share transfers

No shareholder shall assign, transfer, exchange, pledge, mortgage, charge or otherwise encumber or dispose of any interest in any of the shares held by it except as authorized by more than 50% of the shareholders unless the transfer is a compulsory transfer. A compulsory transfer of shares occurs if a shareholder resigns as a director or employee; or on a corporate winding up; or fails to remedy a material breach, as defined in the agreement, within 30 days of notification.

14.Legal Proceedings

From time to time the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the Company, its financial condition, results of operations or cash flows.

15.Subsequent Events

On August 30, 2006, the Company entered into a Memorandum of Agreement to purchase a Panamax vessel, 69,146 dwt for $28,500, with expected delivery between October 22, 2006 and February 22, 2007.

On September 14, 2006, The Company entered into a Memorandum of Agreement to purchase a Barge for $1,396 that was delivered on October 2, 2006.

F-19

ANNEX A

LETTER OF TRANSMITTAL

To Tender
Outstanding 11% Senior Secured Notes due December 1, 2011
of
BRITANNIA BULK PLC
Pursuant to the Exchange Offer and Prospectus dated                   , 2007

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                      , 2007 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.

The Exchange Agent for the Exchange Offer is:

Wilmington Trust Company

By Overnight Delivery or Registered or Certified Mail:	By Hand in New York:	By Hand in Delaware:
Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615	c/o Computer Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005	Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615
Attn: Corporate Trust (if by mail, registered or certified recommended)	Attn: Wilmington Trust	Attn: Corporate Trust
By Facsimile:		To Confirm by Telephone:
(302) 636-4139		(302) 636-6470

IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 11% SENIOR SECURED NOTES DUE DECEMBER 1, 2011 (THE “ORIGINAL NOTES”) FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW 11% SENIOR SECURED NOTES DUE DECEMBER 1, 2011 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) ORIGINAL NOTES TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE BY CAUSING AN AGENT’S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME.

The undersigned hereby acknowledges receipt and review of the Prospectus, dated                 , 2007 (the “Prospectus”), of Britannia Bulk Plc, a corporation organized under the laws of England and Wales (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its 11% Senior Secured Notes due December 1, 2011 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 11% Senior Secured Notes due December 1, 2011 (the “Original Notes”). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the

A-1

Original Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by holders of the Original Notes. Tender of Original Notes is to be made according to the Automated Tender Offer Program (“ATOP”) of the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the caption “The Exchange Offer—Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the exchange agent for its acceptance. For you to validly tender your Original Notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

·DTC has received your instructions to tender your Original Notes; and

·You agree to be bound by the terms of this Letter of Transmittal.

By using the ATOP procedures to tender outstanding notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

1.     By tendering Original Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.

2.     By tendering Original Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Original Notes described above and will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Original Notes.

3.     You understand that the tender of the Original Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between and the Company as to the terms and conditions set forth in the Prospectus.

4.     By tendering Original Notes in the Exchange Offer, you acknowledge that the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Original Notes exchanged for such Exchange Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933, as amended (the “Securities Act”) and any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such Exchange Notes.

5.     By tendering Original Notes in the Exchange Offer, you represent and warrant that:

a.the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of your business, whether or not you are the holder;

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b.neither you nor any such other person is engaging in or intends to engage in a distribution of such Exchange Notes;

c.neither you nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes; and

d.neither the holder nor any such other person is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company.

6.     You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Original Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of November 16, 2006 (the “Registration Rights Agreement”), by and among the Company, the Guarantors (as defined therein) and the Initial Purchaser (as defined therein). Such election may be made only by notifying the Company in writing at Dexter House, 2nd Floor, 2 Royal Mint Court, London EC3N 4QN, Attention: Chief Financial Officer. By making such election, you agree, as a holder of Original Notes participating in a shelf registration, to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who signs such shelf registration statement, each person who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each other holder of Original Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

6.     If you are a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Original Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Original Notes held for your own account were not acquired as a result of market-making or other trading activities, such Original Notes cannot be exchanged pursuant to the Exchange Offer.

7.     Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives of the undersigned.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1)     Book-Entry Confirmations.

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Original Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.

2)     Partial Tenders.

Tenders of Original Notes will be accepted only in integral multiples of $1,000. The entire principal amount of Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Original Notes is not tendered, then Original Notes for the principal amount of Original Notes not tendered and Notes issued in exchange for any Original Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Original Notes are accepted for exchange.

3)     Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Original Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Original Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions on this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Original Notes, neither the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders via the facilities of DTC, as soon as practicable following the Expiration Date.

4)     Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.

5)     No Conditional Tender.

No alternative, conditional, irregular or contingent tender of Original Notes will be accepted.

6)     Request for Assistance or Additional Copies.

Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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7)     Withdrawal.

Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “Exchange Offer—Withdrawal of Tenders.”

8)     No Guarantee of Late Delivery.

There is no procedure for guarantee of late delivery in the Exchange Offer.

IMPORTANT: By using the ATOP procedures to tender outstanding notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

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Until             , 2007, all dealers that effect transactions in the new notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

US$185,000,000

BRITANNIA BULK PLC

OFFER TO EXCHANGE

all outstanding

11% Senior Secured Notes due  December 1, 2011

(US$185,000,000 aggregate principal amount)

For

11% Senior Secured Notes due December 1, 2011

(US$185,000,000 aggregate principal amount)

that have been registered under the Securities Act of 1933

         , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.INDEMNIFICATION OF OFFICERS AND DIRECTORS

Applicable laws of England and Wales

English law does not permit a company to exempt a director or an officer of the company against any liability which by virtue of any rule of law would otherwise attach to him or her in respect of negligence, default, breach of duty or breach of trust in relation to the company.

A company can indemnify a director against any such liability to third parties provided certain conditions are satisfied. For example the indemnity may not extend to the legal costs of the unsuccessful defence of civil or criminal proceedings, fines imposed by criminal proceedings or fines imposed by regulatory bodies. A company may pay a director’s costs of defence proceedings as such costs are incurred, provided that the director is liable to repay those costs if judgment is given against him.

Britannia Bulk Plc and Britannia Bulkers Plc, are incorporated under the laws of England and Wales and subject to the Companies Act 1985, as amended (the “Act”). The Articles of Association for Britannia Bulk Plc and Britannia Bulkers Plc provide for the indemnification of its directors and officers as follows:

Article 12.1 to 12.2 of the Articles of Association for Britannia Bulk plc :

“12.1 Every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under section 144 or section 727 of the Act in which relief is granted to him by the Court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by section 310 of the Act.

12.2 The directors shall have power to purchase and maintain for any director, officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Act.”

Article 19(a) of the Articles of Association for Britannia Bulkers Plc:

“19 (a) The Company shall in accordance with Section 310(3) of the Act pay for any liability insurance and also indemnify any Director, Officer or Auditor of the Company against any liability incurred by him in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted in any connection with an application under Section 144(3) or (4) or Section 727 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.”

The directors and officers of Britannia Bulk Plc and Britannia Bulkers Plc are covered by directors’ and officers’ insurance policies.

Applicable laws of Denmark

Except to the extent indicated below, neither our Articles of Association nor any contract or other arrangement to which we are a party contains any provision under which any of our directors, members of management or officers are insured or indemnified in any manner against any liability that he or she may incur in his or her capacity as a director or an officer.

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We have obtained an insurance policy in Topdanmark Forsikring A/S under which our directors and managers are insured against losses arising from their acts or omissions in their capacities as directors or officers up to DKK 5,000,000.00 . This policy has a DKK 15,000.00 deductible.

Under the Danish Public Companies Act section 140 , our directors and managers who, in the performance of their duties have caused damage to the company due to wilful misconduct or negligence, will be liable in damages.. This consequence will also apply where damage has been inflicted upon shareholders, creditors of the company or any third party by a violation of the provisions of the Danish Public Companies Act or the articles of association in the company.

Applicable laws of Panama

Article 64 of the General Corporation Law of Panama (the “PGCL”) provides that directors shall be liable to creditors of the Registrant for authorizing a dividend or distribution of assets with knowledge that such payments impair the Registrant’s capital or for making a false report or statement in any material respect. In addition, Article 444 of the Panama Code of Commerce (“Article 444”) provides that directors are not personally liable for the Registrant’s obligations, except for liability to the Registrant and third parties for the effectiveness of the payments to the Registrant made by stockholders, the existence of dividends declared, the good management of the accounting, and in general, for execution or deficient performance of their mandate or the violation of laws, the Articles of Incorporation, the By-laws or resolutions of the stockholders. Article 444 provides that the liability of directors may only be claimed pursuant to a resolution of the stockholders.

The PGCL does not address the issue as to whether or not a corporation may eliminate or limit a director’s, officer’s or agent’s liability to the corporation. Nevertheless, Vives y Asociados, Panamanian counsel to the Registrant, has advised the Registrant that, as between the Registrant and its directors, officers and agents, such liability may be released under general contract principles, to the extent that a director, officer or agent, in the performance of his duties to the corporation, has not acted with gross negligence or malfeasance. This release may be included in the Articles of Incorporation or By-laws of the Registrant or in a contract entered into between the Registrant and the director, officer or agent. While such a release may not be binding with respect to a third person or stockholder claiming liability under Article 444, in order to claim such liability, a resolution of the stockholders would be necessary, which the Registrant believes would be difficult to secure in the case of a publicly held company.

The PGCL does not address the extent to which a corporation may indemnify a director, officer or agent. However, the Registrant’s Panamanian counsel has advised the Registrant that, under general agency principles, an agent, which would include directors and officers, may be indemnified against liability to third persons, except for a claim based on Article 64 of the PGCL or for losses due to gross negligence or malfeasance in the performance of such agent’s duties.

The preceding discussion is subject to the Registrant’s Articles of Incorporation and the provisions of Article 64 of the PGCL and Article 444 as applicable. It is not intended to be exhaustive and is qualified in its entirety by the Registrant’s Articles of Incorporation and Article 64 of the PGCL and Article 444.

Applicable laws of Costa Rica

According to section 189 of the Commerce Code of Costa Rica, the Directors shall not be personally liable towards the Costa Rica Obligor, if acting in accordance to instructions given by the Shareholders Assembly, except if those actions are notoriously illegal. Directors would not be liable, if acting without fault, they stated and announced to the Comptroller of the Corporation their rejection of the actions or those not present at the meeting of the Board of Directors in which the execution of the actions was ordered. Please be advised there are no specific sections in Costa Rican legislation or the corporate by-laws of the Costa Rican Obligor regarding indemnity protection of the Directors.

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The Costa Rican Commerce Code does not address expressly the issue whether or not a corporation may eliminate or limit a Director’s, Officer’s or Agent’s liability to the corporation. Nevertheless, be advised that the Directors, Officers and Agents of the Costa Rican Obligor may be released of liability under section 191 if the Shareholders Assembly approves or orders the actions or operations. This release may be included in the by-laws or in by means of a contract. The foregoing release would not reach a third person claiming liability under section 1045 of the Costa Rican Civil Code (Tort liability).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to officers, directors or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

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ITEM 21.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Exhibits.

Exhibit No.	Description
3.1	Certificate of Incorporation on Re-Registration of a private company as a public company of Britannia Bulk Plc dated 10th August 2004.
3.2	Memorandum of Association of Britannia Bulk Plc dated August 10, 2004.
3.3	Articles of Association of Britannia Bulk Plc dated August 10, 2004.
4.1	Registration Rights Agreement dated as of November 16, 2006 by and among Britannia Bulk Plc, the Guarantors party thereto and Jefferies & Company, Inc., ABN AMRO, Incorporated and DAVY, as Initial Purchasers.
4.2	Indenture dated as of November 16, 2004 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
4.3	Form of 11% Senior Secured Note Due 2011 (attached as Exhibit A-1 to Exhibit 4.2).
4.4	First Supplemental Indenture dated as of February 6, 2007 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
4.5	Second Supplemental Indenture dated as of February 9, 2007 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
5.1	Opinion of Vinson & Elkins L.L.P. regarding United States federal law and New York law.
5.2	Opinion of Vinson & Elkins R.L.L.P. regarding English law.
5.3	Opinion of Kromann Reumert regarding Danish law.
5.4	Opinion of Vives Y Asociados regarding Panamanian law.
5.5	Opinion of Feinzaig, Scharf and van der Putten regarding Costa Rican law.
10.1	Form of First Preferred Ship Mortgage dated as of November 16, 2006 by the mortgagor.*
10.2	Form of Assignment of Insurances dated as of November 16, 2006 by and between the mortgagor and Wilmington Trust Company, as trustee.*
10.3	Form of Assignment of Earnings dated as of November 16, 2006 by and between the mortgagor and Wilmington Trust Company, as trustee.*
12.1	Computation of Ratio of Earnings to Fixed Charges.
21.1	List of subsidiaries.
23.1	Consent of Moore Stephens Hays LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3	Consent of Vinson & Elkins R.L.L.P (included in Exhibit 5.2).
23.4	Consent of Kromann Reumert (included in Exhibit 5.3).
23.5	Consent of Vives Y Asociados (included in Exhibit 5.4).
23.6	Consent of Feinzaig, Scharf and van der Putten (included in Exhibit 5.5).
24.1	Powers of Attorney (included in the signature page to this Registration Statement).
25.1	Statement of Eligibility on Form T-1 of Wilmington Trust Company, as Trustee under the Indenture.

*One agreement relating to each Panamanian subsidiary which includes a vessel as an asset.

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(b)Financial Statement Schedules. All schedules have been omitted because the information required is included in the financial statements or the notes thereto or because they are not applicable or not required.

ITEM 22.UNDERTAKINGS

1.     The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission under Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2.     The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.     The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

5.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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6.     The undersigned registrant hereby undertakes:

(i)to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and

(ii)to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

7.     The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on February 14, 2007.

BRITANNIA BULK PLC
By:	/s/ ARVID TAGE
Name:	Arvid Tage
Title:	Chairman, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appointsCliff Hanson and Fariyal Khanbabi,and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature		Capacity		Date
/s/ ARVID TAGE		Chairman, Chief Executive Officer and		February 14, 2007
Arvid Tage		Director (Principal Executive Officer)
/s/ FARIYAL KHANBABI		Chief Financial Officer and Director		February 14, 2007
Fariyal Khanbabi		(Principal Financial and Accounting Officer)
/s/ CLIFF HANSON		Chief Operating Officer and Managing		February 14, 2007
Cliff Hanson		Director
/s/ SERGUEI ZOUDOV		Co-President—Chartering and Director		February 14, 2007
Serguei Zoudov
/s/ DAVID ZNAK		Co-President—Chartering and Director		February 14, 2007
David Znak
/s/ REX HARRINGTON		Director		February 14, 2007
Rex Harrington

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant named below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on February 14, 2007.

BRITANNIA BULKERS PLC
By:	/s/ ARVID TAGE
Name:	Arvid Tage
Title:	Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cliff Hanson and Fariyal Khanbabi and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature		Capacity		Date
/s/ ARVID TAGE		Director (Principal Executive Officer)		February 14, 2007
Arvid Tage
/s/ FARIYAL KHANBABI		Company Secretary and Director (Principal		February 14, 2007
Fariyal Khanbabi		Financial and Accounting Officer)
/s/ CLIFF HANSON		Director		February 14, 2007
Cliff Hanson
/s/ SERGUEI ZOUDOV		Director		February 14, 2007
Serguei Zoudov
/s/ DAVID ZNAK		Director		February 14, 2007
David Znak

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Svendborg, Denmark on February 14, 2007.

INSPECCIONES MARITIMAS S.A.
By:	/s/ CARSTEN WEIBRECHT
Name:	Carsten Weibrecht
Title:	President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carsten Weibrecht,and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature		Capacity		Date
/s/ CARSTEN WEIBRECHT		President (Principal Executive Officer)		February 14, 2007
Carsten Weibrecht
/s/ POUL HANSEN SKOV		Secretary (Principal Financial and Accounting
Poul Hansen Skov		Officer)		February 14, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant named below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on February 14, 2007.

BBL DENMARK HOLDING A/S BRITANNIA BULKERS A/S BRITANNIA BULK DK A/S SVENDBORG SHIP MANAGEMENT A/S SVENDBORG MARINE SURVEYORS A/S
By:	/s/ ARVID TAGE
Name:	Arvid Tage
Title:	Authorized Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arvid Tage,and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature		Capacity		Date
/s/ ARVID TAGE		Authorized Director (Principal Executive		February 14, 2007
Arvid Tage		Officer)
/s/ FARIYAL KHANBABI		Authorized Director (Principal Financial		February 14, 2007
Fariyal Khanbabi		and Accounting Officer)
/s/ TINA JANKEN TAGE		Authorized Director		February 14, 2007
Tina Janken Tage
/s/ CARSTEN HALL WEIBRECHT		Authorized Director		February 14, 2007
Carsten Hall Weibrecht

S-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant named below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on February 14, 2007.

BRITANNIA BULK S.A. DANMAR SHIPPING S.A. FLAGSHIP MARITIME S.A. NORTHERN STAR NAVIGATION S.A. BALTIC NAVIGATION COMPANY S.A. GREAT BELT SHIPPING COMPANY S.A. INTERNATIONAL BULK SERVICES S.A. ATLANTIC BULK SERVICES S.A. UNITY BULK SERVICES S.A. WESTERN BULK SERVICES S.A. CHANNEL BULK SERVICES S.A. NAVIGATOR BULK SERVICES S.A.
By:	/s/ ARVID TAGE
Name:	Arvid Tage
Title:	President and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cliff Hanson and Fariyal Khanbabi and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature		Capacity		Date
/s/ ARVID TAGE		President and Director (Principal Executive		February 14, 2007
Arvid Tage		Officer)
/s/ FARIYAL KHANBABI		Secretary and Financial Director (Principal		February 14, 2007
Fariyal Khanbabi		Financial and Accounting Officer)
/s/ CLIFF HANSON		Director		February 14, 2007
Cliff Hanson
/s/ SERGUEI ZOUDOV		Director		February 14, 2007
Serguei Zoudov
/s/ DAVID ZNAK		Director		February 14, 2007
David Znak

S-5

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation on Re-Registration of a private company as a public company of Britannia Bulk Plc dated 10th August 2004.
3.2	Memorandum of Association of Britannia Bulk Plc dated August 10, 2004.
3.3	Articles of Association of Britannia Bulk Plc dated August 10, 2004.
4.1	Registration Rights Agreement dated as of November 16, 2006 by and among Britannia Bulk Plc, the Guarantors party thereto and Jefferies & Company, Inc., ABN AMRO, Incorporated and DAVY, as Initial Purchasers.
4.2	Indenture dated as of November 16, 2004 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
4.3	Form of 11% Senior Secured Note Due 2011 (attached as Exhibit A-1 to Exhibit 4.2).
4.4	First Supplemental Indenture dated as of February 6, 2007 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
4.5	Second Supplemental Indenture dated as of February 9, 2007 by and among Britannia Bulk Plc, the Guarantors party thereto and Wilmington Trust Company, as trustee.
5.1	Opinion of Vinson & Elkins L.L.P. regarding United States federal law and New York law.
5.2	Opinion of Vinson & Elkins R.L.L.P. regarding English law.
5.3	Opinion of Kromann Reumert regarding Danish law.
5.4	Opinion of Vives Y Asociados regarding Panamanian law.
5.5	Opinion of Feinzaig, Scharf and van der Putten regarding Costa Rican law.
10.1	Form of First Preferred Ship Mortgage dated as of November 16, 2006 by the mortgagor.*
10.2	Form of Assignment of Insurances dated as of November 16, 2006 by and between the mortgagor and Wilmington Trust Company, as trustee.*
10.3	Form of Assignment of Earnings dated as of November 16, 2006 by and between the mortgagor and Wilmington Trust Company, as trustee.*
12.1	Computation of Ratio of Earnings to Fixed Charges.
21.1	List of subsidiaries.
23.1	Consent of Moore Stephens Hays LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3	Consent of Vinson & Elkins R.L.L.P (included in Exhibit 5.2).
23.4	Consent of Kromann Reumert (included in Exhibit 5.3).
23.5	Consent of Vives Y Asociados (included in Exhibit 5.4).
23.6	Consent of Feinzaig, Scharf and van der Putten (included in Exhibit 5.5).
24.1	Powers of Attorney (included in the signature page to this Registration Statement).
25.1	Statement of Eligibility on Form T-1 of Wilmington Trust Company, as Trustee under the Indenture.

*One agreement relating to each Panamanian subsidiary which includes a vessel as an asset.

E-1

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

ON RE-REGISTRATION OF PRIVATE COMPANY

AS A PUBLIC COMPANY

Company No. 3842976

The Registrar of Companies for England and Wales hereby certifies that

BRITANNIA BULK PLC

formerly registered as a private company has this day been re-registered under the Companies Act 1985 as a public company and that the company is limited.

Given at Companies House, London, the 10th August 2004

/s/ Harry Smith

HARRY SMITH

For The Registrar Of Companies

EX-3.2

Exhibit 3.2

THE COMPANIES ACTS 1985 to 1989

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

BRITANNIA BULK PLC

1.The Company’s name is BRITANNIA BULK PLC

2.The Company is a public company.

3.The Company’s registered office is to be situated in England and Wales.

4.1       The object of the Company is to carry on business as a general commercial company.

4.2       Without prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-

4.2.1    To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.

4.2.2    To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret processes, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.

4.2.3    To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carryon any of the businesses which the Company is authorised to carryon and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

4.2.4    To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property

and rights of the Company.

4.2.5    To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.

4.2.6    To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).

4.2.7    To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.

4.2.8    To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

4.2.9    To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

4.2.10  To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.

4.2.11  To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

4.2.12  To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest,

to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company orcompanies.

4.2.13  To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.

4.2.14  To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.

4.2.15  To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.

4.2.16  To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

4.2.17  To distribute among the members of the Company in kind any property of the Company of whatever nature.

4.2.18  To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.

4.2.19  To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance including insurance for any director, officer or auditor against any liability in respect of any negligence, default, breach of duty or breach of trust (so far as permitted by law); and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or

share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.

4.2.20  Subject to and in accordance with the provisions of the Act (if and so far as such provisions shall be applicable) to give, directly or indirectly, financial assistance for the acquisition of shares or other securities of the Company or of any other company or for the reduction or discharge of any liability incurred in respect of such acquisition.

4.2.21  To procure the Company to be registered or recognised in any part of the world

4.2.22  To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

4.2.23  To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.

4.2.24  AND so that:-

4.2.24.1          None of the provisions set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this clause, or by reference to or inference from the name of the Company.

4.2.24.2          The word “company” in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.

4.2.24.3          In this clause the expression “the Act” means the Companies Act 1985, but so that any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

5.         The liability of the members is limited.

6.         The Company’s share capital is £100,000 divided into 100,000 shares of £1 each.

Certified that this and the following 3 pages are a true copy of a document kept and registered on 10th August 2004 at the office for the registration of Companies in England and Wales
Signature	/s/ [Illegible]
	Authorised by the Secretary of State
Date	14th November 2006

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

ORDINARY RESOLUTIONS

OF

BRITANNIA BULK LTD

Passed 10 August 2004

By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

/s/ H. Rayner

Director

BRITANNIA BULK LTD

I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

Dated this 10th day of August 2004

/s/ Arvid Tage

Arvid Tage

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

Of

BRITANNIA BULK LTD

Passed 10 August 2004

By written resolutions of all the Members passed as Special Resolutions it was resolved:

1.That pursuant to the provisions of Section 43, Companies Act 1985 the Company be re-registered as a Public Company.

2.That the Memorandum of Association be amended as follows:

(a)By deleting the existing clauses 1 and 2 and substituting the following clause to be numbered 1 and 2:

1.The Company’s name is BRITANNIA BULK PLC.

2.         The Company is a public company.

(b)By re-numbering the existing clauses 2 and 3 as 3 and 4.

(c)By renumbering the existing clauses 4 and 5 as 5 and 6 and amending clause 6 to read as follows:

6. The share capital is £100,000 divided into 100,000 shares of £1.00 each

(d)By renumbering the existing clause 6 as clause 7.

3.That the Articles of Association of the Company be replaced by new Articles of Association in the form produced to the Members in substitution for and to the exclusion of the existing Articles.

/s/ H. Rayner

Director

BRITANNIA BULK LTD

I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

Dated this 10th day of August 2004

/s/ Arvid Tage

Arvid Tage

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

ORDINARY RESOLUTIONS

OF

BRITANNIA BULK LTD

Passed 10 August 2004

By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

/s/ H. Rayner

Director

Britannia Bulk Plc

Minutes of an Extraordinary General Meeting of Britannia Bulk Plc
held at Dukes House 32/38 Dukes Place, London EC3A 7LP
29th on December 2004 at Dukes House

Present:Henry William Rayner (in the Chair) Arvid Tage; David Myron Znak (Observer)

Serguei Zoudov

In attendance:

1The Chairperson produced to the meeting a copy of the Notice convening the meeting. He declared that a quorum was present and that accordingly the meeting was properly convened and constituted.

2The Notice convening the meeting was, by general consent, taken as read.

3The Chairperson proposed the Resolution set out in the Notice as a Special Resolution of the Company. The Chairperson, having put the Resolution to the meeting, declared it duly passed on a show of hands as a Special Resolution.

4The business of the meeting being concluded, the Chairperson declared the meeting closed.

/s/ H. Rayner

Chairperson

No. 3842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

Special Resolution

of

Britannia Bulk Plc

At an Extraordinary General Meeting of the Company duly convened and held at Dukes House, 32/38 Dukes, Place London EC3A 7LP on 29-12-04, the following Resolution was duly passed as a Special Resolution:

Special Resolution

That:

(a)the authorised share capital of the Company be increased from £100,000.00 to £10,000,000.00 by the creation of 9,900,000 shares of £1.00 each;

(b)the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the Companies Act 1985 to exercise for the period of five years from the date of the passing of this Resolution all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £9,900,000.00;

(c)pursuant to and during the period of the said authority the Directors be empowered to allot equity securities wholly for cash as if Section 89(1) of the said Act did not apply to any such allotment;

(d)by such authority and power the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of such period; and

(e)for the purpose of this Resolution:

(i)the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights; and

(ii)words and expressions defined in or for the purposes of Part IV of the said Act shall bear the same meanings herein.

/s/ H. Rayner

Chairperson

EX-3.3

Exhibit 3.3

THE COMPANIES ACTS 1985 to 1989

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

BRITANNIA BULK PLC

1.PRELIMINARY

1.1The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) (such Table being hereinafter called “Table A”) shall apply to the Company save in so far as they are excluded or varied hereby and such regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the Articles of Association of the Company.

1.2In these Articles the expression “the Act” means the Companies Act 1985, but so that any reference in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

2.ALLOTMENT OF SHARES

2.1Shares which are comprised in the authorised but unissued share capital of the Company shall be under the control of the directors who may (subject to sections 80 and 89 of the Act and to Articles 2.2 and 2.3 below) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and in such manner as they think fit.

2.2The directors are generally and unconditionally authorised for the purposes of section 80 of the Act to exercise any power of the Company to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the authorised share capital with which the Company is incorporated at any time or times during the period of five years from the date of incorporation and the directors may, after that period, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company within that period. The authority hereby given may at any time (subject to the said section 80) be renewed, revoked or varied by ordinary resolution.

2.3The directors are empowered to allot and grant rights to subscribe for or convert securities into shares of the Company pursuant to the authority conferred under Article 2.2 above as if section 89(1) of the Act did not apply. This power shall enable the directors so to allot and grant rights to subscribe for or convert securities into shares of the Company after its expiry in pursuance of an offer or agreement so to do made by the Company before its expiry.

2.4Save as authorised by the Act, the Company shall not give, whether directly or indirectly, any financial assistance for the acquisition of shares or other securities of the Company or of its holding company (as defined by Section 736 of the Act).

2.5Save as permitted by section 101 (2) of the Act, no shares of the Company shall be allotted except as paid up at least as to one quarter of their nominal value and the whole of any premium.

3.SHARES

3.1The liability of any member in default in respect of a call shall be increased by the addition at the end of the first sentence of regulation 18 in Table A of the words “and all expenses that may have been incurred by the Company by reason of such non-payment”.

4.GENERAL MEETINGS AND RESOLUTIONS

4.1Every notice convening a general meeting shall comply with the provisions of section 372(3) of the Act as to giving information to members in regard to their right to appoint proxies, and notices of and other communications relating to any general meeting which any member is entitled to receive shall be sent to the directors and to the auditors for the time being of the Company.

4.2.1If a quorum is not present within half an hour from the time appointed for a general meeting the general meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the directors may determine, and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor such adjourned general meeting shall be dissolved.

4.2.2Regulation 41 in Table A shall not apply to the Company,

4.3Resolutions under section 303 of the Act for the removal of a director before the expiration of his period of office and under section 391 of the Act for the removal of an auditor before the expiration of his period of office shall only be considered by the Company in general meeting. Regulation 53 in Table A shall be read and construed accordingly.

4.4A member present at a meeting by proxy shall be entitled to speak at the meeting and shall be entitled to one vote on a show of hands. In any case where the same person is appointed proxy for more than one member he shall on a show of hands have as many votes as the number of members for whom he is proxy. Regulation 54 in Table A shall be modified accordingly.

4.5       Unless resolved by ordinary resolution that regulation 62 in Table A shall apply without modification, the instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may be deposited at the place specified in regulation 62 in Table A up to the commencement of the meeting or (in any case where a poll is taken otherwise than at the meeting) of the taking of the poll or may be handed to the chairman of the meeting prior to the commencement of the business of the meeting.

5.APPOINTMENT OF DIRECTORS

5.1.1Regulation 64 in Table A shall not apply to the Company.

5.1.2The maximum number and minimum number respectively of the directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination there shall be no maximum number of directors and the minimum number of directors shall be two.

5.2The directors shall not be required to retire by rotation and regulations 73 to 80 (inclusive) in Table A shall not apply to the Company.

5.3No person shall be appointed a director at any general meeting unless either:

(a)he is recommended by the directors; or

(b)not less than 14 nor more than 35 clear days before the date appointed for the general meeting, notice signed by a member qualified to vote at the general meeting has been given to the Company of the intention to propose that person for appointment, together with notice signed by that person of his willingness to be appointed.

5.4.1Subject to Article 5.3 above, the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.

5.4.2The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number determined in accordance with Article 5.1.2 above as the maximum number of directors and for the time being in force.

6.BORROWING POWERS

6.1The directors may exercise all the powers of the Company to borrow money without limit as to amount and upon such terms and in such manner as they think fit, and subject (in the case of any security convertible into shares) to section 80 of the Act to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

7.ALTERNATE DIRECTORS

7.1Unless otherwise determined by the Company in general meeting by ordinary resolution an alternate director shall not be entitled as such to receive any remuneration from the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, and the first sentence of regulation 66 in Table A shall be modified accordingly.

7.2A director, or any such other person as is mentioned in regulation 65 in Table A, may act as an alternate director to represent more than one director, and an alternate director shall be entitled at any meeting of the directors or of any committee of the directors to one vote for every director whom he represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.

8.GRATUITIES AND PENSIONS

8.1.1The directors may exercise the powers of the Company conferred by its Memorandum of Association in relation to the payment of pensions, gratuities and other benefits and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.

8.1.2Regulation 87 in Table A shall not apply to the Company.

9.PROCEEDINGS OF DIRECTORS

9.1.1A director may vote, at any meeting of the directors or of any committee of the directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution his vote shall be counted, and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.

9.1.2Each director shall comply with his obligations to disclose his interest in contracts under section 317 of the Act.

9.1.3Regulations 94 to 97 (inclusive) in Table A shall not apply to the Company.

10.THE SEAL

10.1If the Company has a seal it shall only be used with the authority of the directors or of a committee of directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or second director. The obligation under regulation 6 of Table A relating to the sealing of share certificates shall apply only if the Company has a seal. Regulation 101 in Table A shall not apply to the Company.

10.2The Company may exercise the powers conferred by section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the directors.

11.NOTICES

11.1Without prejudice to regulations 112 to 116 inclusive in Table A, the Company may give notice to a member by electronic means provided that:-

11.1.1the member has given his consent in writing to receiving notice communicated by electronic means and in such consent has set out an address to which the notice shall be sent by electronic means, and

11.1.2the electronic means used by the Company enables the member concerned to read the text of the notice.

11.2A notice given to a member personally or in a form permitted by Article 11.1 above shall be deemed to be given on the earlier of the day on which it is delivered personally and the day on which it was despatched by electronic means, as the case may be.

11.3Regulation 115 in Table A shall not apply to a notice delivered personally or in a form permitted by Article 11.1 above.

11.4In this article “electronic” means actuated by electric, magnetic, electro-magnetic, electro-chemical or electro-mechanical energy and “by electronic means” means by any manner only capable of being so actuated.

12.INDEMNITY

12.1Every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under section 144 or section 727 of the Act in which relief is granted to him by the Court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by section 310 of the Act.

12.2The directors shall have power to purchase and maintain for any director, officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Act.

12.3Regulation 118 in Table A shall not apply to the Company.

Certified that this and the following 4 pages are a true copy of a document kept and registered on 10th August 2004 at the office for the registration of Companies in England and Wales
Signature	/s/ [Illegible]
	Authorised by the Secretary of State
Date	14th November 2006

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

ORDINARY RESOLUTIONS

OF

BRITANNIA BULK LTD

Passed 10 August 2004

By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

/s/ H. Rayner

Director

BRITANNIA BULK LTD

I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

Dated this 10th day of August 2004

/s/ Arvid Tage

Arvid Tage

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

Of

BRITANNIA BULK LTD

Passed 10 August 2004

By written resolutions of all the Members passed as Special Resolutions it was resolved:

1.That pursuant to the provisions of Section 43, Companies Act 1985 the Company be re-registered as a Public Company.

2.That the Memorandum of Association be amended as follows:

(a)By deleting the existing clauses 1 and 2 and substituting the following clause to be numbered l and 2:

1.The Company’s name is BRITANNIA BULK PLC.

2.The Company is a public company.

(b)By re-numbering the existing clauses 2 and 3 as 3 and 4.

(c)By renumbering the existing clauses 4 and 5 as 5 and 6 and amending clause 6 to read as follows:

6. The share capital is £100,000 divided into 100,000 shares of £1.00 each

(d)By renumbering the existing clause 6 as clause 7.

3.That the Articles of Association of the Company be replaced by new Articles of Association in the form produced to the Members in substitution for and to the exclusion of the existing Articles.

/s/ H. Rayner

Director

BRITANNIA BULK LTD

I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

Dated this 10th day of August 2004

/s/ Arvid Tage

Arvid Tage

Number 03842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

ORDINARY RESOLUTIONS

OF

BRITANNIA BULK LTD

Passed 10 August 2004

By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:

The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.

Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.

/s/ H. Rayner

Director

Britannia Bulk Plc

Minutes of an Extraordinary General Meeting of Britannia Bulk Plc
held at Dukes House 32/38 Dukes Place, London EC3 A 7LP
29th on December 2004 at Dukes House

Present: Henry William Rayner (in the Chair) Arvid Tage, David Myron Zvak (Observer), Serguei Zoudov

In attendance:

1The Chairperson produced to the meeting a copy of the Notice convening the meeting. He declared that a quorum was present and that accordingly the meeting was properly convened and constituted.

2The Notice convening the meeting was, by general consent, taken as read.

3The Chairperson proposed the Resolution set out in the Notice as a Special Resolution of the Company. The Chairperson, having put the Resolution to the meeting, declared it duly passed on a show of hands as a Special Resolution.

4The business of the meeting being concluded, the Chairperson declared the meeting closed.

/s/ H. Rayner

Chairperson

No. 3842976

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

Special Resolution

of

Britannia Bulk Plc

At an Extraordinary General Meeting of the Company duly convened and held at Dukes House, 32/38 Dukes, Place London EC3A 7LP on 29.12.04,the following Resolution was duly passed as a Special Resolution:

Special Resolution

That:

(a)the authorised share capital of the Company be increased from £100,000.00 to £10,000,000.00 by the creation of 9,900,000 shares of £1.00 each;

(b)the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the Companies Act 1985 to exercise for the period of five years from the date of the passing of this Resolution all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £9,900,000.00;

(c)pursuant to and during the period of the said authority the Directors be empowered to allot equity securities wholly for cash as if Section 89(1) of the said Act did not apply to any such allotment;

(d)by such authority and power the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of such period; and

(e)for the purpose of this Resolution:

(i)the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights; and

(ii)words and expressions defined in or for the purposes of Part IV of the said Act shall bear the same meanings herein.

/s/ H. Rayner

Chairperson

EX-4.1

Exhibit 4.1

EXECUTION VERSION

$185,000,000

BRITANNIA BULK PLC

11% Senior Secured Notes due 2013

REGISTRATION RIGHTS AGREEMENT

November 16, 2006

JEFFERIES & COMPANY, INC.

ABN AMRO INCORPORATED

DAVY

c/o Jefferies & Company, Inc.

909 Fannin Street, Suite 3100

Houston, Texas  77010

Ladies and Gentlemen:

Britannia Bulk, Plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to issue and sell to you (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 16, 2006 (the “Purchase Agreement”), $185,000,000 aggregate principal amount of its 11% Senior Secured Notes due 2013 (the “Initial Securities”).  The Initial Securities will be issued pursuant to an Indenture, to be dated as of the date hereof (the “Indenture”), between the Company, the guarantors named therein (the “Guarantors”) and Wilmington Trust Company, as trustee (the “Trustee”).  To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Initial Purchasers and the subsequent holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1.     Registered Exchange Offer.  Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company and the Guarantors shall prepare and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, substantially identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”).  The Company and the Guarantors shall (i) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Issue Date (such 180th day being an “Effectiveness Date”), and (ii) keep the

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Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company and the Guarantors commence the Registered Exchange Offer, the Company and the Guarantors (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (the “Consummation Deadline”).

Promptly after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company and the Guarantors shall keep the Exchange Offer Registration Statement effective and amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii)

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the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180-days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and substantially identical in all material respects to the Initial Securities (the “Private Exchange Securities”).  The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.”

In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

(a)           mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal;

(b)           keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c)           utilize the services of a depositary for the Registered Exchange Offer, which may be the Trustee or an affiliate of the Trustee;

(d)           permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e)           otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer the Company and the Guarantors shall:

(x)            accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer; and

(y)           cause the Trustee to deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

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Interest on each Exchange Security issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, 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 and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include 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, in the light of the circumstances under which they were made, not misleading.

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no action letter or other favorable decision from the Commission allowing the Company and the Guarantors to consummate the Registered Exchange Offer.  The Company and the Guarantors will pursue the issuance of such a decision to the Commission staff level.  In connection with the foregoing, the Company and the Guarantors will take all such other actions as may be reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

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2.             Shelf Registration.  If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company and the Guarantors are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 220th day after the Issue Date, (iii) any Initial Purchaser notifies us following consummation of the Registered Exchange Offer that the Initial Securities (or Private Exchange Securities) held by such Initial Purchaser are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer or (iv) certain Holders are prohibited by law or the Commission from participating in the Registered Exchange Offer or may not resell the Exchange Securities acquired by them in the Registered Exchange Offer without delivering a prospectus, the Company and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clause (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a)           The Company and the Guarantors shall (but in no event more than 30 days after the Trigger Date (such 30th day being a “Shelf Filing Date”)) file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective no later than 90 days after the Shelf Filing Date (such 90th day being an “Effectiveness Date”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b)           The Company and the Guarantors shall keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer subject to restrictions on resale pursuant to Rule 144 under the Securities Act, or any successor rule thereof.  Each of the Company and the Guarantors shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(c)           Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material

5

fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.             Registration Procedures.  In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a)           The Company and the Guarantors shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company and the Guarantors shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Company based upon advice of counsel (which may be in house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

(b)           The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker Dealer from whom the Company has received prior written notice that it will be a Participating Broker Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

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(i)            when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)           of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii)          of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv)          of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v)           of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c)           The Company and the Guarantors shall make every reasonable effort to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d)           The Company and the Guarantors shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e)           The Company and the Guarantors shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f)            The Company and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request.  The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the

7

Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)           The Company and the Guarantors shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request.  The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h)           Prior to any public offering of the Securities pursuant to any Registration Statement the Company and the Guarantors shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company and the Guarantors shall not be required to (i) qualify generally to do business in any jurisdiction where they are not then so qualified or (ii) take any action which would subject them to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i)            The Company and the Guarantors shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends.

(j)            Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company and the Guarantors shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been

8

made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).

(k)           Not later than the effective date of the applicable Registration Statement, the Company and the Guarantors will provide a CUSIP number for the Initial Securities, the Exchange Securities or Private Exchange Securities, as the case may be, and provide the applicable trustee with certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l)            The Company and the Guarantors will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to the Company’s security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m)          The Company and the Guarantors shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification.  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.

(n)           The Company and the Guarantors may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to properly complete and execute such selling Security Holder notice and questionnaires, and any amendments or supplements thereto, as the Company may reasonably deem necessary or appropriate, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(o)           The Company and the Guarantors shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

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(p)           In the case of any Shelf Registration, the Company and the Guarantors shall (i) make reasonably available for inspection during business hours by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

(q)           In the case of any Shelf Registration, each of the Company and the Guarantors, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the incorporation or organization and good standing of the Company; the qualification of the Company to transact business as foreign corporations or limited partnerships; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the 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, respectively; and, as of the date of the opinion and as of the effective date 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 amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering

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matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r)            In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, each of the Company and the Guarantors shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 7(g) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 7(h) of the Purchase Agreement, with appropriate date changes.

(s)           If a Registered Exchange Offer is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t)            The Company and the Guarantors will use their reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u)           In the event that any broker-dealer registered under the Exchange Act shall underwrite any 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 “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and the Guarantors will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such

11

information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v)           The Company and the Guarantors shall use their reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4.             Registration Expenses.

(a)           All expenses incident to the Company’s and Guarantors’ performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i)            all registration and filing fees and expenses;

(ii)           all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii)          all expenses of printing (including printing of Prospectuses), messenger and delivery services and telephone;

(iv)          all fees and disbursements of counsel for the Company and the Guarantors; and

(v)           all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company and the Guarantors will bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company and the Guarantors.

(b)           In connection with any Registration Statement required by this Agreement, the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Vinson & Elkins L.L.P. unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

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5.             Indemnification.

(a)           The Company and the Guarantors agree to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, 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 shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) neither the Company nor the Guarantors shall be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company or the Guarantors had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company or the Guarantors may otherwise have to such Indemnified Party.  The Company and the Guarantors shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b)           Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and the Guarantors and each person, if any, who controls

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the Company and the Guarantors within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company and the Guarantors or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition to any liability which such Holder may otherwise have to each of the Company and the Guarantors or any of its controlling persons.

(c)           Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may 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 the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, 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.

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(d)           If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that 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 the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).  Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have 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.  For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company and the Guarantors.

(e)           The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6.             Additional Interest Under Certain Circumstances.

(a)           By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (v) below being herein called a “Registration Default”):

(i)            the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date;

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(ii)           the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline;

(iii)          if obligated to file a Shelf Registration Statement the Company and the Guarantors fails to file the Shelf Registration Statement with the Commission prior to the Shelf Filing Date;

(iv)          if obligated to file a Shelf Registration Statement, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or

(v)           any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) subject to Section 6(b), such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company and the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90 day period immediately following the occurrence of such Registration Default.  The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.0% per annum.

(b)           A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the

16

Company and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c)           Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.  The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d)           “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7.             Rules 144 and 144A.  The Company and the Guarantors shall use their reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company and the Guarantors are not required to file such reports, the will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A.  The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  The Company and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantors by the Initial Purchasers upon request.  Upon the request of any Holder of Initial Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

8.             Underwritten Registrations.  If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing

17

Underwriters”) will be selected, with the reasonable approval of the Company and the Guarantors, by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably 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.

9.             Miscellaneous.

(a)           Remedies.  Each of the parties hereto acknowledges and agrees that the payment of Additional Interest as provided in Section 6 hereof shall be the exclusive remedy for any failure by the Company and the Guarantors to comply with their obligations under Sections 1 and 2 hereof.

(b)           No Inconsistent Agreements.  The Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to their securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company and the Guarantors’ securities under any agreement in effect on the date hereof.

(c)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consent.  Without the consent of the Holder of each Security, however, no modification may change the provisions relating to the payment of Additional Interest.

(d)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)           if to a Holder of the Securities, at the most current address given by such Holder to the Company;

(2)           if to the Initial Purchasers, to them in care of:

Jefferies & Company, Inc.
520 Madison Avenue
10th Floor
New York, NY 10022
Attention:  Joe Maly

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ABN AMRO Incorporated
55 East 62nd Street
6th Floor
New York, New York 10055
Attention: David Kanter

with a copy to:

Vinson & Elkins R.L.L.P.
CityPoint, 33rd Floor
One Ropemaker Street
London, EC2Y 9UE
United Kingdom
Fax No.:  001 44 20 7065 6001
Attention:  David H. Stone; or

(3)           if to the Company or any Guarantor:

Britannia Bulk Plc
Dukes House, 32-38 Dukes Place
London EC3A 7LP
United Kingdom
Fax No.:  001 44 20 7623 3233

with a copy to:

Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Fax No: (212) 480-8421
Attention:  Robert Lustrin

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e)           Third Party Beneficiaries.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

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(f)            Successors and Assigns.  This Agreement shall be binding upon the Company and the Guarantors and their successors and assigns.

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j)            Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)           Securities Held by the Company.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l)            Submission to Jurisdiction.  By the execution and delivery of this Agreement, the Company and the Guarantors submit to the nonexclusive jurisdiction of the competent Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[Signature page follows.]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company and the Guarantors in accordance with its terms.

Very truly yours,

The Company:
BRITANNIA BULK Plc
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Managing Director
The Guarantors:
GREAT BELT SHIPPING COMPANY, S.A.
By:	/s/ Serguci Zoudov
Name:	Serguci Zoudov
Title:	Director
FLAGSHIP MARITIME, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director
BALTIC NAVIGATION CO., S.A.
By:	/s/ Serguci Zoudov
Name:	Serguci Zoudov
Title:	Director

21

NORTHERN STAR NAVIGATION, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director
BRITANNIA BULK, S.A.
By:	/s/ Serguci Zoudov
Name:	Serguci Zoudov
Title:	Director
BBL DENMARK HOLDING A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory
DANMAR SHIPPING, S.A.
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Director
BRITANNIA BULKERS PLC
By:	/s/ David Znak
Name:	David Znak
Title:	Director

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SVENDBORG SHIP MANAGEMENT A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory
BRITANNIA BULKER A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory
SVENDBORG MARINE SURVEYORS A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory
BRITANNIA BULK DK A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory
INSPECCIONES MARITIMAS S.A.
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

23

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

The Initial Purchasers:

JEFFERIES & COMPANY, INC.
ABN AMRO INCORPORATED
DAVY

By:	JEFFERIES & COMPANY, INC.
/s/ Joe Maly
Name:	Joe Maly
Title:	Managing Director
By:	ABN AMRO INCORPORATED
/s/ David Kanter
Name:	David Kanter
Title:	Managing Director

24

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.  The Company and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

A-1

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market- making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution.”

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities.  The Company and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  In addition, until                   , 200 ,  all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers.  Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities.  Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal.  The Company and the Guarantors have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

C-1

ANNEX D

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

D-1

EX-4.2

Exhibit 4.2

EXECUTION COPY

BRITANNIA BULK PLC

AND

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

11% SENIOR SECURED NOTES DUE 2011

INDENTURE

Dated as of November 16, 2006

WILMINGTON TRUST COMPANY

Trustee

Table of Contents
		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE		1
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitions.	26
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	27
SECTION 1.04.	Rules of Construction.	27
ARTICLE II
THE NOTES		28
SECTION 2.01.	Form and Dating.	28
SECTION 2.02.	Execution and Authentication.	29
SECTION 2.03.	Registrar and Paying Agent.	29
SECTION 2.04.	Paying Agent to Hold Money in Trust.	30
SECTION 2.05.	Holder Lists.	30
SECTION 2.06.	Transfer and Exchange.	30
SECTION 2.07.	Replacement Notes.	37
SECTION 2.08.	Outstanding Notes.	38
SECTION 2.09.	Treasury Notes.	38
SECTION 2.10.	Temporary Notes.	38
SECTION 2.11.	Cancellation.	39
SECTION 2.12.	Calculation of Interest; Computation of Interest.	39
SECTION 2.13.	Defaulted Interest.	39
SECTION 2.14.	CUSIP, Common Code and ISIN Numbers.	39
SECTION 2.15.	Book-Entry System.	39
SECTION 2.16.	Additional Notes.	40
ARTICLE III
REDEMPTION AND PREPAYMENT		40
SECTION 3.01.	Notices to Trustee.	40
SECTION 3.02.	Selection of Notes to be Redeemed.	40
SECTION 3.03.	Notice of Redemption.	41
SECTION 3.04.	Effect of Notice of Redemption.	41
SECTION 3.05.	Deposit of Redemption Price.	41
SECTION 3.06.	Notes Redeemed in Part.	42
SECTION 3.07.	Optional Redemption.	42
SECTION 3.08.	Mandatory Redemption.	43
ARTICLE IV
COVENANTS		43
SECTION 4.01.	Payment of Notes.	43
SECTION 4.02.	Maintenance of Office or Agency.	43
SECTION 4.03.	Reports.	44
SECTION 4.04.	Compliance Certificate.	44
SECTION 4.05.	Taxes.	45
SECTION 4.06.	Waiver of Stay, Extension and Usury Laws.	46
SECTION 4.07.	Limitation on Indebtedness.	46
SECTION 4.08.	Limitation on Restricted Payments.	48

i

SECTION 4.09.	Limitation on Restrictions on Distributions from Restricted Subsidiaries.	50
SECTION 4.10.	Limitation on Sales of Assets.	51
SECTION 4.11.	Limitation on Affiliate Transactions.	54
SECTION 4.12.	Limitation on Liens.	55
SECTION 4.13.	Limitation on Sale/Leaseback Transactions.	56
SECTION 4.14.	Future Guarantors.	56
SECTION 4.15.	Limitation on Business Activities.	56
SECTION 4.16.	Offer to Repurchase upon Change of Control.	56
SECTION 4.17.	Offer to Repurchase upon Unused Proceeds in the Vessel Acquisition Account.	58
SECTION 4.18.	Offer to Repurchase upon Excess Cash Flow.	60
SECTION 4.19.	Corporate Existence.	62
SECTION 4.20.	Calculation of Original Issue Discount.	62
ARTICLE V
SUCCESSORS		62
SECTION 5.01.	Merger, Consolidation, or Sale of Assets.	62
SECTION 5.02.	Successor Corporation Substituted.	63
ARTICLE VI
DEFAULTS AND REMEDIES		63
SECTION 6.01	Events of Default.	63
SECTION 6.02.	Acceleration.	65
SECTION 6.03.	Other Remedies.	65
SECTION 6.04.	Waiver of Past Defaults.	66
SECTION 6.05.	Control by Majority.	66
SECTION 6.06.	Limitation on Suits.	66
SECTION 6.07.	Rights of Holders of Notes to Receive Payment.	66
SECTION 6.08.	Collection Suit by Trustee.	67
SECTION 6.09.	Trustee May File Proofs of Claim.	67
SECTION 6.10.	Priorities.	67
SECTION 6.11.	Undertaking for Costs.	68
ARTICLE VII
TRUSTEE		68
SECTION 7.01.	Duties of Trustee.	68
SECTION 7.02.	Rights of Trustee.	69
SECTION 7.03.	Individual Rights of Trustee.	70
SECTION 7.04.	Trustee’s Disclaimer.	70
SECTION 7.05.	Notice of Defaults.	71
SECTION 7.06.	Reports by Trustee to Holders of the Notes.	71
SECTION 7.07.	Compensation and Indemnity.	71
SECTION 7.08.	Replacement of Trustee.	72
SECTION 7.09.	Successor Trustee by Merger, Etc.	73
SECTION 7.10.	Eligibility; Disqualification.	73
SECTION 7.11.	Preferential Collection of Claims Against Company.	73
ARTICLE VIII
SATISFACTION AND DISCHARGE; DEFEASANCE		73
SECTION 8.01.	Satisfaction and Discharge of Indenture.	73
SECTION 8.02.	Application of Trust Money.	74

ii

SECTION 8.03.	Option to Effect Legal Defeasance or Covenant Defeasance.	74
SECTION 8.04.	Legal Defeasance.	74
SECTION 8.05.	Covenant Defeasance.	75
SECTION 8.06.	Conditions to Legal or Covenant Defeasance.	75
SECTION 8.07.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	76
SECTION 8.08.	Repayment to Company.	77
SECTION 8.09.	Reinstatement.	77
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER		78
SECTION 9.01.	Without Consent of Holders of Notes.	78
SECTION 9.02.	With Consent of Holders of Notes.	79
SECTION 9.03.	Compliance with Trust Indenture Act.
SECTION 9.04.	Revocation and Effect of Consents.	80
SECTION 9.05.	Notation on or Exchange of Notes.	80
SECTION 9.06.	Trustee to Sign Amendments, Etc.	80
ARTICLE X
COLLATERAL AND SECURITY		81
SECTION 10.01.	Security Documents.	81
SECTION 10.02.	Recordings and Opinions.	81
SECTION 10.03.	Possession, Use and Release of Collateral.	82
SECTION 10.04.	Suits To Protect Collateral.	85
SECTION 10.05.	Powers Exercisable by Receiver or Trustee.	85
SECTION 10.06.	Determinations Relating to Collateral.	85
SECTION 10.07.	Certificates of the Trustee.	86
SECTION 10.08.	Recording, Registration and Opinions; Trustee’s Disclaimer regarding Collateral.	86
SECTION 10.09.	Reflagging Vessels.	87
ARTICLE XI
GUARANTEES		88
SECTION 11.01.	Subsidiary Guarantees.	88
SECTION 11.02.	Execution and Delivery of Subsidiary Guarantee or Supplemental Indenture; Notation of Subsidiary Guarantee.	90
SECTION 11.03.	Termination, Release and Discharge.	90
SECTION 11.04.	Limitation on Guarantor Liability; Contribution.	91
ARTICLE XII
MISCELLANEOUS		92
SECTION 12.01.	Trust Indenture Act Controls.	92
SECTION 12.02.	Notices.	92
SECTION 12.03.	Communication by Holders of Notes with Other Holders of Notes.	93
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent.	93
SECTION 12.05.	Statements Required in Certificate or Opinion.	93
SECTION 12.06.	Rules by Trustee and Agents.	93
SECTION 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders.	93
SECTION 12.08.	Governing Law.	94
SECTION 12.09.	Submission to Jurisdiction; Service of Process.	94
SECTION 12.10.	Indemnification for Foreign Currency Judgments.	95

iii

SECTION 12.11.	No Adverse Interpretation of Other Agreements.	95
SECTION 12.12.	Successors.	95
SECTION 12.13.	Severability.	95
SECTION 12.14.	Counterpart Originals.	96
SECTION 12.15.	Table of Contents, Headings, Etc.	96
SECTION 12.16.	Language of Notices, Etc.	96

EXHIBIT A	Form of Note	A-1
EXHIBIT B	Form of Certificate of Transfer	B-1
EXHIBIT C	Form of Certificate of Exchange	C-1
EXHIBIT D	Form of Certificate from Acquiring Institutional Accredited Investor	D-1
EXHIBIT E	Form of Supplemental Indenture — Subsidiary Guarantees	E-1

iv

CROSS-REFERENCE TABLE

	Trust Indenture Act Section	Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	12.03
	(c)	12.03
313	(a)	7.06
	(b)(1)	7.06
	(b)(2)	7.06, 7.07
	(c)	7.06, 12.02
	(d)	7.06
314	(a)	4.03
	(a)(4)	12.04
	(b)	10.02
	(c)(1)	N.A.
	(c)(2)	N.A.
	(c)(3)	N.A.
	(d)	10.02
	(e)	12.05.
	(f)	N.A.
315	(a)	7.01
	(b)	7.05
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.12
317	(a)(1)	6.09
	(a)(2)	6.09
	(b)	2.04
318	(a)	12.01
	(b)	12.01
	(c)	12.01

N.A. means not applicable.

This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

v

INDENTURE dated as of November 16, 2006 between BRITANNIA BULK PLC, a corporation incorporated under the laws of England and Wales (the “Company”), the guarantors listed on the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and WILMINGTON TRUST COMPANY, Delaware banking corporation, as trustee (the “Trustee”).

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of (i) the Company’s 11% Senior Secured Notes due 2011 including any Additional Notes issued after the date hereof pursuant to Section 2.16 (the “Initial Notes”) and (ii) if and when issued, the series of the Company’s 11% Senior Secured Notes due 2011 issued in exchange for any Initial Notes in an Exchange Offer (the “Exchange Notes” and, together with the Initial Notes, the “Notes”):

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.                    Definitions.

“Accreted Value” means as of any date as of which Notes are to be purchased, redeemed or otherwise repaid prior to Stated Maturity (the “Specified Date”), with respect to each $1,000 principal amount at maturity of the Notes:

(1)           if the Specified Date is one of the following dates (each, a “Semi-Annual Accrual Date”), the amount set forth opposite such date below:

Semi-Annual Accrual Date	Accreted Value
Issue Date	$	936.22
June 1, 2007	$	941.31
December 1, 2007	$	946.34
June 1, 2008	$	951.69
December 1, 2008	$	957.38
June 1, 2009	$	963.43
December 1, 2009	$	969.87
June 1, 2010	$	976.72
December 1, 2010	$	984.00
June 1, 2011	$	991.76
December 1, 2011	$	1,000.00

(2)           if the Specified Date occurs between two Semi-Annual Accrual Dates, the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding the Specified Date and (B) an amount equal to the product of (a) the difference of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date and (y) the Accreted Value for the immediately preceding Semi-Annual Accrual Date and (b) a fraction, the numerator of which is the number of days elapsed from, but not including, the immediately preceding Semi-Annual Accrual Date to the Specified Date, calculated on a basis of a 360 day year comprised of twelve 30 day months, and the denominator of which is 180 days, except for the period from the Issue Date to the first Semi-Annual Accrual Date immediately succeeding the Issue Date, which is 195 days.

“Additional Assets” means:

(1)           any property, equipment or other tangible assets used in a Related Business; or

(2)           the Capital Stock of a Person primarily engaged in a Related Business that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary.

“Additional Interest” means “Additional Interest” then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means:

(1)           any other Person, directly or indirectly, controlling or controlled by; or

(2)           under direct or indirect common control with such specified Person.

For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The term “Affiliate” shall be deemed to include any owner of 10% or more of the Capital Stock of the Company (on a fully diluted basis) and any Person who would be an Affiliate of such an owner pursuant to the first sentence of this definition.

“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Applicable Premium” means with respect to any Redemption Date, the greater of (x) 1.0% of the Accreted Value of such Note and (y) the excess of (A) the present value at such time of (1) the redemption price of such Note at December 1, 2009 (without regard to accrued and unpaid interest) plus (2) all required interest payments due on such Note through December 1, 2009, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the Accreted Value of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Disposition” means any sale, lease, transfer, exchange or other disposition (other than a vessel charter that is not a bareboat charter with a purchase option) (or series of related sales, leases, transfers, exchanges or dispositions) by the Company or any Restricted Subsidiary, including, without limitation, any disposition by means of a merger, consolidation or similar transaction, by the way of a sale and leaseback or pursuant to loss, destruction, damage, condemnation or similar taking, (each referred to for the purposes of this definition as a “disposition”), of:

(1)           any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

(2)           all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;

(3)           any other assets or rights of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; or

(4)           any Collateral;

in each case, other than (x) grants of Liens permitted by Section 4.12 or made pursuant to any Security Document and dispositions pursuant thereto or (y) dispositions of assets that are damaged, worn out,

2

obsolete or otherwise no longer useful in the business of the Company or the Restricted Subsidiaries, and other than, in the case of clauses (1), (2) and (3) above

(A)          any modification or termination of a vessel charter in the ordinary course of business;

(B)           a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Restricted Subsidiary;

(C)           for purposes of Section 4.10 only, (y) a disposition that constitutes a Restricted Payment permitted by Section 4.08 or a Permitted Investment and (z) a disposition of all or substantially all the assets of the Company, by merger or otherwise, in accordance with the provisions of Section 5.01; or

(D)          a disposition of assets in a single disposition or a series of related dispositions, with an aggregate fair market value of less than $500,000 or of Incidental Assets.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate then borne by the Notes, compounded semiannually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1)           the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2)           the sum of all such payments.

“Bankruptcy Law” means Title 11, United States Code, any bankruptcy, insolvency, reorganization or other similar law of England and Wales, the European Union or other foreign jurisdiction or any federal, state or foreign law for the relief of debtors.

“Board of Directors” in respect of a Person means the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligations” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

3

“Change of Control” means the occurrence of one or more of the following events:

(1)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rule 13d 3 and 13d 5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or otherwise has the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company;

(2)           individuals who on the Issue Date constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office;

(3)           the adoption or approval by the Board of Directors or shareholders of the Company, of a plan relating to the liquidation or dissolution of the Company; or

(4)           the merger (which for purposes of this clause includes a statutory share exchange) or consolidation of the Company with or into another Person or the merger or consolidation of another Person with or into the Company, or the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by one or more Permitted Holders) or group of related persons for purposes of Section 13(d) of the Exchange Act, other than a transaction following which (A) in the case of a merger or consolidation transaction, securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) constitute at least a majority of the voting power of the Voting Stock of the surviving Person (or any parent thereof) in such merger or consolidation transaction and (B) in the case of such a sale, lease, exchange or other transfer of assets transaction, the transferee Person becomes a Subsidiary of the transferor of such assets.

“Clearstream” means Clearstream Banking, societe anonyme

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the following property, as more particularly described in the Security Documents and together with any other property or assets subject to Liens to secure the Note Obligations pursuant to the Security Documents:

(1)           all of the Company’s existing Vessels and Vessels acquired through funds out of the Vessel Acquisition Account, together with related fixtures, equipment and other items belonging to such Vessels and related earnings and insurance;

(2)           amounts on deposit in the Vessel Acquisition Account;

(3)           any proceeds of the foregoing;

(4)           any assets substituted for such Collateral as provided for in the Security Documents.

4

Notwithstanding the foregoing, none of the Company’s or any of its Restricted Subsidiaries’ right to payment of a monetary obligation in respect of a Vessel, whether or not earned by performance (a) for services rendered or to be rendered or (b) for the use or hire of a Vessel under a charter or lease the duration of which does not exceed one calendar year will be deemed to be Collateral.

“Collateral Disposition” means any Asset Disposition to the extent involving assets or other rights or property that constitute Collateral under the Security Documents.

“Commodity Hedging Agreements” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in the price of any commodity (which shall be deemed to include any forward freight agreements), in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purposes.

“Company” means the Person named as the “Company” in the introductory paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter, the term “Company” shall mean such successor Person and each successive successor Person.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which financial statements are available on or prior to the date of such determination to (y) Consolidated Interest Expense for such four fiscal quarters; provided that:

(1)           if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be computed based on (y) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (z) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period;

(2)           if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3)           if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary

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repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4)           if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition or improvement of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business (which for purposes of the foregoing, shall be deemed to include any vessel acquired for use in a Related Business), EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(5)           if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, determined in accordance with GAAP, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1)           interest expense attributable to Capital Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(2)           amortization of debt discount, premium and debt issuance cost;

(3)           capitalized interest;

(4)           non-cash interest payments and expense;

(5)           the interest component of any deferred payment obligations;

(6)           commissions, discounts and other fees and charges Incurred in respect to letters of credit and bankers’ acceptance financing;

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(7)           net payments pursuant to, and other net costs associated with, Hedging Obligations (including amortization of fees);

(8)           dividends in respect of all Disqualified Stock of the Company or Preferred Stock of any Restricted Subsidiary held by Persons other than the Company or a Wholly-Owned Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the issuer of such Disqualified stock or Preferred Stock);

(9)           interest incurred in connection with Investments in discontinued operations; and

(10)         the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust;

in each case, whether paid, accrued or scheduled to be paid or accrued during such period (except to the extent accrued in a prior period).

“Consolidated Net Income” means, for any period, the consolidated net income of the Company and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided that there shall not be included in such Consolidated Net Income:

(1)           any net income of any Person (other than the Company) that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that:

(A)          subject to the exclusion contained in clauses (3)-(6) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clauses (3)-(6) below); and

(B)           the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income;

(2)           any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(A)          subject to the exclusion contained in clause (3) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and

(B)           the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(3)           any gain or loss realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;

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(4)           extraordinary gains or losses (which shall not include gains or losses on Vessels sold in the ordinary course of business);

(5)           the cumulative effect of a change in accounting principles; and

(6)           any unrealized non-cash gains or losses in respect of currency fluctuations.

Notwithstanding the foregoing, for the purposes of Section 4.08 only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

“Consolidated Net Worth” means the total of the amounts shown on the consolidated balance sheet of the Company and its Restricted Subsidiaries, determined in accordance with GAAP, as of the end of the most recent fiscal quarter of the Company for which financial statements have been made publicly available on or prior to the taking of any action for the purpose of which the determination is being made, as the sum of:

i.              the par or stated value of all outstanding Capital Stock of the Company plus

ii.             paid-in capital or capital surplus relating to such Capital Stock plus

iii.            any retained earnings or earned surplus less

(A)          any accumulated deficit and (B) any amounts attributable to Disqualified Stock.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Currency Agreement” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purpose.

“Custodian” means any receiver, trustee, assignee, liquidator, sequester or similar official under the Bankruptcy Laws.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

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“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)           matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2)           is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3)           is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the 91st day following the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day following the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1)           the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the Holders of such Capital Stock than the terms applicable to the Notes and described in Sections 4.10 and 4.16; and

(2)           any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“EBITDA” for any period means the sum of Consolidated Net Income, plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(1)           all income tax expense of the Company and its consolidated Restricted Subsidiaries;

(2)           Consolidated Interest Expense;

(3)           depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period); and

(4)           all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of, or reserve for, cash expenditures in the future);

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only

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if a corresponding amount would be permitted at the date of determination to be distributed to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

“Equity Offering” means any private or public offering for cash of Capital Stock (other than Disqualified Stock) of the Company other than any issuance of securities to a Restricted Subsidiary or to or under any benefit plan of the Company or a Restricted Subsidiary.

“Euroclear” means Euroclear Bank S.A./N.V.

“Excess Cash Flow” means, for any Relevant Period, the following all determined on a consolidated basis for the Company and its Restricted subsidiaries: the excess of (1) EBITDA for such period, plus any decrease in working capital (excluding cash and cash equivalents) during such period, less (2) the sum of (a) capital expenditures (other than to purchase a Vessel) made in cash during such period, (b) the aggregate principal amount of Indebtedness permanently repaid or prepaid during such period, (c) the cash portion of Consolidated Interest Expense paid plus the accretion on the Notes during such period (other than from the Vessel Acquisition Account), (d) the aggregate amount (without duplication) of all income and franchise taxes paid in cash during such period and (e) any increase in working capital (excluding cash and cash equivalents) during such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” has the meaning set forth in the preamble of this Indenture.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement or any similar exchange offer effected with respect to Additional Notes.

“fair market value” means, with respect to any Asset Disposition or Restricted Payment, the price that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by an officer of the Company if such value is less than $3.0 million; provided, however, if the value of such Asset Sale or Restricted Payment is $3.0 million or greater, such determination shall be made in good faith by the Board of Directors of the Company; and provided further, if the value of such Asset Sale or Restricted Payment is $10.0 million or greater, such determination shall be made by an Independent Qualified Party.

“Fuel Hedging Agreement” means any spot, forward or option fuel price protection agreements and other types of fuel hedging agreements designed to protect against or manage exposure to fluctuations in fuel prices, in each case, entered into in the ordinary course of business and in connection with the conduct of such Person’s business and not for speculative purpose.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(e)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Notes (which may be either Restricted Global Notes or Unrestricted Global Notes) issued or issuable in the global form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv) or 2.06(d) hereof.

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“Government Securities” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged; (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) above, are not callable or redeemable at the option of the issuers thereof; or (iii) depository receipts issued by a bank or trust company as custodian with respect to any such Government Securities or a specific payment of interest on or principal of any such Government Securities held by such custodian for the account of holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities evidenced by such depository receipt.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)           to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)           entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means each Restricted Subsidiary of the Company on the Issue Date and each Restricted Subsidiary that becomes a guarantor of the Notes pursuant to Section 4.14 or otherwise, by executing a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its Subsidiary Guarantee is released in accordance with the terms of this Indenture.

“Hedging Obligations” of any Person means the net obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, Fuel Hedging Agreement or Commodity Hedging Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incidental Asset” means any equipment, outfit, furniture, furnishings, appliances, spare or replacement parts or stores owned by the Company or a Guarantor that have become obsolete or unfit for use or no longer useful, necessary or profitable in the conduct of the business of the Company or such Guarantor, as the case may be. In no event shall the term “Incidental Asset” include a Vessel.

“IAI Global Note” means Notes sold to an Institutional Accredited Investor in the United States of America which shall be in a permanent global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee, and authenticated by the Trustee as herein provided.

“Incur” means create, incur, issue, assume, Guarantee, incur or otherwise become liable for or with respect to, contingently or otherwise; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted

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Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.07, (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security and (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1)           the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2)           all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3)           the principal component of all obligations of such Person issued or assumed as the deferred purchase price of property due more than six months after the acquisition of such property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4)           the principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5)           the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Subsidiary of such Person, the liquidation preference with respect to any Preferred Stock (but excluding, in each case, any accrued dividends);

(6)           the principal component of all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7)           the principal component of all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and

(8)           to the extent not otherwise included in this definition, net Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that the principal amount of any non-interest bearing or other discount security at any date will be the principal

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amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Independent Qualified Party” means an independent investment banking firm, accounting firm or appraisal firm, in each case of industry recognized standing.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the preamble of this Indenture.

“Initial Purchaser” has the meaning set forth in the respective Purchase Agreement.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Interest Rate Agreement” means, in respect of a Person, any agreements or arrangements designed to protect such Person against fluctuations in interest rates accruing on Indebtedness for which it is liable, in each case, entered into in the ordinary course of business and in connection with conduct of such Person’s business and not for speculative purposes and in respect to a notional amount not in excess of the principal amount of such Indebtedness from time to time outstanding.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable or advances against supplies on the balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others, or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person (in each case other than in exchange for Capital Stock (other than Disqualified Stock) of the Company). Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and Section 4.08:

(1)           “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)           any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

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“Issue Date” means November 16, 2006.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of Initial Notes for use by such Holders in connection with an Exchange Offer.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof, a ship or vessel mortgage or encumbrance, any option or other agreement to sell or give a security interest in, and any filing of or agreement to give any financing statement under, the Uniform Commercial Code (or equivalent statute) of any jurisdiction).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Cash” from an Asset Disposition means the aggregate cash proceeds and cash equivalents received by the Company or any Restricted Subsidiary therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1)           all accounting, investment banking, legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2)           all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

(3)           all distributions and other payments required to be made to minority interest Holders in Restricted Subsidiaries as a result of such Asset Disposition;

(4)           the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

(5)           all Ready for Sale Costs incurred in connection with such Asset Disposition, but only to the extent that such Ready for Sale Costs directly result, in the good faith determination of the Board of Directors (which determination shall be evidenced in the form of a resolution of the Board of Directors and delivered to the Trustee), in the Company or a Restricted Subsidiary, as the case may be, receiving greater cash proceeds in connection with such Asset Disposition than the Company or such Restricted Subsidiary, as the case may be, would have received if such Ready for Sale Costs were not incurred; and

(6)           in the case of insurance proceeds in respect of an Asset Disposition resulting from the total loss or constructive total loss of a Vessel, any amount received by the Company or a Restricted Subsidiary in excess of the fair market value of such Vessel at the time of such Asset Disposition, in the good faith

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determination of the Board of Directors (which determination shall be evidenced in the form of a resolution of the Board of Directors and delivered to the Trustee).

“Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Recourse Indebtedness” means Indebtedness or any other obligation:

(1)           as to which neither the Company nor any Restricted Subsidiary, (a) provides any guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness); or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2)           the Incurrence of which will not result in any recourse against any of the assets of the Company or any Restricted Subsidiary; and

(3)           no default with respect to which would permit (upon notice, lapse of time or any other event or condition, or any combination of the foregoing) any holder of any other Indebtedness or other obligation of the Company or any Restricted Subsidiary to declare pursuant to the express terms governing such Indebtedness or other obligation a default on such other Indebtedness or other obligation or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Custodian” means the Trustee, as custodian for the Depositary with respect to the Notes in global form, or any successor entity thereto.

“Note Obligations” means the Notes, Subsidiary Guarantees and all other obligations of any Obligor under the Indenture or the Security Documents.

“Notes” has the meaning assigned to it in the preamble to this Indenture.

“Obligor” means each of the Company, the Guarantors and any other Persons that has granted to the Trustee a Lien upon any of the Collateral as security for the Note Obligations.

“Offering” means the offering of the Initial Notes issued by the Company on the Issue Date.

“Offering Circular” means the final Offering Circular of the Company dated November 7, 2006 with respect to the Offering.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, any President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President or Director of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Sections 12.04 and 12.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Sections 12.04 and 12.05 hereof.  The counsel may be an employee

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of or counsel to the Company or any Subsidiary of the Company.  Any Opinion of Counsel may be based, as to matter of fact, upon certificates of Officers of the Company or others, as the case may be.

“Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear or Clearstream).

“Participating Broker Dealer” has the meaning set forth in the Registration Rights Agreement.

“Permitted Collateral Liens” means Liens described in clauses (2), (4), (6), (21) and (22) of the definition of “Permitted Liens”.

“Permitted Flag Jurisdiction” means the United Kingdom, the Isle of Man, the Commonwealth of Bermuda, the British Virgin Islands, the Cayman Islands, the United States of America, any State of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama, Singapore, Cyprus, the Philippines, Denmark, Norway, Greece, Malta, India, and any other jurisdiction generally acceptable to institutional lenders in the shipping industry, as determined in good faith by the Board of Directors.

“Permitted Holders” means any of Arvid Tage, Serguei Zoudov or David Znak or any member of the immediate family thereof or any trust or similar vehicle formed for the benefit of any of the foregoing or any entity that is at least majority owned and controlled, directly or indirectly by any of the foregoing.

“Permitted Investments” means an Investment by the Company or any Restricted Subsidiary in:

(1)           the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2)           another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided that such Person’s primary business is a Related Business;

(3)           cash and Temporary Cash Investments;

(4)           receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)           payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)           stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(7)           loans or advances to employees made in the ordinary course of business in an aggregate amount not to exceed $250,000 outstanding at any one time;

(8)           any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition as permitted pursuant to the covenant described under Section 4.10;

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(9)           any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable or other rights to payment held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or other rights to payment or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(10)         agreements in respect of Hedging Obligations; and

(11)         any other Investment not to exceed $1,000,000 at any one time.

“Permitted Liens” means, with respect to any Person:

(1)           liens for crews’ wages (including the wages of a master and the wages of stevedores employed directly by a Vessel) and pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation or to support obligations to insurance companies in respect of deductibles, co-insurance claims or self-insured retention (and letter of credit obligations in respect thereof), or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness), or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or cash equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)           Liens imposed by law, such as carriers’, warehousemen’s, mechanics’ or similar maritime Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings that are being diligently contested or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)           Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board or similar regulatory authority and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution, in each case, other than for the benefit of the Holders;

(4)           Liens for taxes, assessments, governmental charges or claims not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings being diligently contested;

(5)           Liens in favor of issuers of surety bonds or letters of credit and bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit and bankers’ acceptances do not constitute Indebtedness;

(6)           minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(7)           Liens securing Indebtedness Incurred in accordance with Section 4.07 to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person, including one or more Vessels; provided that the Lien may not extend to any Collateral or other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property that do not constitute Collateral and that are affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(8)           Liens to secure Indebtedness incurred under clause (b)(1) of Section 4.07;

(9)           Liens outstanding on the Issue Date and amendments thereto that are not more restrictive, taken on a whole, than the corresponding Lien on the Issue Date;

(10)         Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided further, however, that any such Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11)         Liens on property at the time such Person or any of its Restricted Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(12)         Liens securing obligations under Interest Rate Agreements entered into to protect against fluctuations in interest rates in the ordinary course of business, so long as such obligations relate to Indebtedness that is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such obligations;

(13)         Liens securing obligations related to Currency Agreements or Commodity Hedging Agreements or Fuel Hedging Agreements entered into to protect against fluctuations in exchange rates and commodity prices and fuel prices in the ordinary course of business;

(14)         any Lien which arises in favor of an unpaid seller in respect of goods, plant or equipment sold and delivered to the Company in the ordinary course of business until payment of the purchase price for such goods or plant or equipment or any other goods, plant or equipment previously sold and delivered by that seller (except to the extent that such Lien secures Indebtedness or arises otherwise than due to deferment of payment of purchase price);

(15)         any Lien or pledge created or subsisting in the ordinary course of business over documents of title, insurance policies or sale contracts in relation to commercial goods to secure the purchase price thereof;

(16)         Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien permitted under the Indenture (other than Liens in respect of Indebtedness that is retired by the Company or any Restricted Subsidiary with the proceeds of the Initial Notes); provided that:

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(A)          such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof):

(B)           the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness being Refinanced at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(17)         Liens representing the interest or title of a lessor in connection with any operating lease or similar contract permitted under the Indenture;

(18)         (A) Liens in favor of the Company or any Subsidiary Guarantor, (B) Liens arising from the rendering of a final judgment or order against such Person that does not give rise to an Event of Default, and (C)  Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(19)         Liens in favor of customers and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(20)         precautionary filings under the UCC or equivalent statute of any applicable jurisdiction;

(21)         Liens securing the Notes and Subsidiary Guarantees; and

(22)         Liens for salvage or general average, or charters out of Vessels in the ordinary course of business.

For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Private Placement Legend” means the legend set forth in Section 2.06(e)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Purchase Agreement” means the purchase agreement dated November 7, 2006 entered into among the Company, the Guarantors and Jefferies & Company, Inc., ABN AMRO Incorporated and DAVY as initial purchasers.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agency” means each of S&P and Moody’s or if S&P or Moody’s or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for S&P or Moody’s, or both, as the case may be.

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“Ready for Sale Cost” means, with respect to a Vessel or Vessels (including any Mortgaged Vessel) to be sold or leased (under a Capital Lease Obligation) by the Company or any Guarantor, the aggregate amount of all expenditures incurred to bring such Vessel or Vessels to the condition and location necessary or desirable to market such Vessel or Vessels for sale or lease, or necessary for its intended use by the purchaser or lessor thereof, including any and all Vessel preparation and transportation expenses (including crew wages and transit insurance), loading and discharge expenses, inspections, appraisals, repairs, modifications, additions, improvements, permits and licenses in connection with such sale or lease.

“Ready for Sea Cost” means with respect to a Vessel or Vessels to be acquired or leased (under a Capital Lease Obligation) by the Company or any Restricted Subsidiary, the aggregate amount of all expenditures incurred to acquire or construct and bring such Vessel or Vessels to the condition and location necessary for its or their intended use, including any and all Vessel preparation and transportation expenses, loading and discharge expenses, inspections, appraisals, repairs, modifications, additions, improvements, permits and licenses in connection with such acquisition or lease.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1)           such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2)           such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3)           such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4)           if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or Subsidiary Guarantees, such Refinancing Indebtedness has a final maturity date later than the maturity of, and is subordinated in right of payment to, the Notes and Subsidiary Guarantees, as the case may be, on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Restricted Subsidiary that is not a Guarantor which Refinances Indebtedness of the Company or a Guarantor, or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Registered Exchange Offer” has the meaning set forth in the Registration Rights Agreement or any similar exchange offer effected with respect to Additional Notes.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, by and among the Company, Guarantors, Jefferies & Company, Inc., ABN AMRO Incorporated and

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DAVY as Initial Purchasers relating to the Offering, and any similar registration rights agreement entered into with respect to an offering of Additional Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Business” means the ownership or operation of Vessels and any activities within the ship owning and shipping industries and all businesses which are complementary, incidental, related or ancillary to any such activities, industries and businesses, in each case as reasonably determined by the Board of Directors of the Company in good faith.

“Responsible Officer” means any officer, including, without limitation, any vice president, assistance vice president, assistant treasurer or secretary within the Corporate Trust Administration group of the Trustee (or any successor group of the Trustee), or any other officer of the Trustee, customarily performing functions similar to those performed by any of the above designated officers, in each case, with direct responsibility for the administration of this Indenture, and also means, with respect to any particular corporate trust matter, any other officer or employee to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Payment” with respect to any Person means:

(1)           the declaration or payment of any dividends or any other payments or distributions of any sort in respect of its Capital Stock or similar payment to the direct or indirect holders of its Capital Stock (other than (i) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), or (ii) dividends or distributions payable solely to the Company or a Restricted Subsidiary);

(2)           the making of any payment on, or with respect to, or the purchase, redemption or other acquisition or retirement for value of, any Capital Stock of the Company or any parent of the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);

(3)           the making of any payment on, or with respect to, or the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of, any Subordinated Obligations of such Person or any of its Subsidiaries; or

(4)           the making of any Investment (other than a Permitted Investment).

“Restricted Period” means the 40 day distribution compliance period as set forth in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

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“Revolving Credit Facility” means, one or more revolving credit agreements or facilities among the Company, any Guarantor, and one or more commercial lending institutions providing for revolving credit loans or letters of credit.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144 Global Note” means the Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means any one or more security agreements, pledge agreements, collateral assignments, mortgages, vessel mortgages, marine mortgages, deeds of covenants, assignments of earnings and insurances, share pledges, collateral agency agreements, deeds of trust or other grants or transfers for security, including without limitation, the documents listed on Schedule A to this Indenture executed and delivered by the Company and any other Obligor creating, or purporting to create, a Lien upon Collateral in favor of the Trustee for the benefit of the Holders of the Notes, in each case as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, in accordance with its terms.

“Senior Indebtedness” means, with respect to any Person, Indebtedness of such Person that is not a Subordinated Obligation of such Person.

“Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that (i) owns any Collateral or (ii) would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

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“Subordinated Obligation” means with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person:

(1)           any corporation, association or other business entity of which more than 50% of the Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)           any partnership (whether general or limited), limited liability company or joint venture (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (i) the only general partners or managing members of which are such Person and/or one or more Subsidiaries of such Person (or any combination thereof) or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership, limited liability company or joint venture, respectively.

“Subsidiary Guarantee” means any guarantee of the Note Obligations by any Guarantor pursuant to Article XI hereof.

“Temporary Cash Investments” means any of the following:

(1)           any investment in direct obligations of, or obligations guaranteed by, the United States of America or any agency thereof;

(2)           investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3)           repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4)           investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than the Company or an Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P;

(5)           investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A2” by Moody’s; or

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(6)           investments in money market funds which invest exclusively in U.S. dollar denominated money market securities of domestic or foreign issuers rated in the highest rating category by Moody’s and S&P.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb), as amended, as in effect on the date on which this Indenture is qualified under the TIA, except as otherwise provided in Section 9.03.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2009; provided however , that if the period from the Redemption Date to December 1, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to December 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination shall have been designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below, and (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if it:

(1)           has no indebtedness other than Non-Recourse Indebtedness;

(2)           is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of the Company;

(3)           is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Capital Stock or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

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(4)           does not guarantee, secure with any of its assets or properties or otherwise directly or indirectly provide credit support for any Indebtedness of the Company or any Restricted Subsidiary;

(5)           does not own any Capital Stock of or own or hold any Lien on any asset or property of, the Company or any Restricted Subsidiary and does not own any Collateral; and

(6)           would constitute an Investment which the Company could make in compliance with Section 4.08.

If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date and subject to immediate compliance with Section 4.07 the failure with which to so comply will constitute a Default.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of Section 4.07; and (B) no Default shall have occurred and be continuing. Any such designation by such Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of such Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. dollars” or “$” means United States dollars.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by the Company) at approximately 11:00 a.m. (New York City time) on the date not more than two business days prior to such determination.

“Vessel” means a bulk carrier, barge, container vessel, reefer vessel, tug boat, push boat, tanker, liquid petroleum gas/liquid natural gas tanker, chemical carrier, off shore supply vessel, floating storage production unit, barge and in general any floating craft whose purpose may be partially or wholly to deploy, procure, process, transport, load, discharge, transfer or store lawful commodities or to transport crew, personnel or passengers, and all related spares, stores, equipment, additions and improvement equipment related thereto whether it is attached to such Vessel.

“Vessel Acquisition Account” means that certain account or accounts created pursuant to the Vessel Acquisition Account Agreement.

“Vessel Acquisition Account Agreement” means that certain Vessel Acquisition Account and Security Agreement by and between the Company and the Trustee, dated the Issue Date, as it shall be amended, modified or replaced.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) is owned by the Company or one or more Wholly-Owned Restricted Subsidiaries.

SECTION 1.02.              Other Definitions.

Term	Defined in Section
“Additional Amounts”	4.05
“Additional Notes”	2.16
“Affiliate Transaction”	4.11
“Ancillary Security Instruments”	7.02
“Asset Sale Offer”	4.10
“Asset Sale Proceeds Account”	4.10
“Change in Tax Law”	3.07
“Change of Control Offer”	4.16
“Change of Control Payment”	4.16
“Change of Control Payment Date”	4.16
“Collateral Proceeds Offer”	4.10
“Covenant Defeasance”	8.05
“CT”	12.09
“DTC”	2.03
“ERISA”	2.06
“Event of Default”	6.01
“Excess Cash Flow Offer”	4.18
“Excess Cash Flow Offer Amount”	4.18
“Excess Cash Flow Purchase Date”	4.18
“Excess Proceeds”	4.10
“Funding Guarantor”	11.05
“Initial Period”	4.18
“Legal Defeasance”	8.04
“Offer Amount”	4.10
“Offer Period”	4.10
“Paying Agent”	2.03
“Payment Default”	6.01
“Payor”	4.05
“Purchase Date”	4.10
“Redemption Date”	3.07
“Registrar”	2.03
“Released Interest “	10.03(b)(i)
“Relevant Period”	4.18
“Relevant Tax Jurisdiction”	4.05
“Similar Laws”	2.06
“Successor Company”	5.01
“Unused Initial Deposit Offer”	4.17
“Unused Initial Deposit Offer Amount”	4.17
“Unused Initial Deposit Purchase Date”	4.17
“Valuation Date”	10.03(b)(i)(A)(2)

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SECTION 1.03.              Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and if applicable, any Guarantor and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04.              Rules of Construction.

Unless the context otherwise requires:

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive, and “including” means “including without limitation,” “including but not limited to” or words of similar import;

(4)           the word “will” shall be construed to have the same meaning and effect as the word “shall;”

(5)           words in the singular include the plural, and in the plural include the singular;

(6)           provisions apply to successive events and transactions;

(7)           references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

(8)           references to “Sections,” “clauses,” “Articles,” “Exhibits” and “Schedules” shall be to Sections, clauses, Articles, Exhibits and Schedules, respectively, of this Indenture unless otherwise specifically provided;

(9)           the use in this Indenture of the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Indenture in its entirety and not to any particular provision hereof;

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(10)         this Indenture, the Security Documents and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the party who drafted the various provisions of the same.  Each and every provision of this Indenture, the Security Documents and instruments and documents entered into and delivered in connection therewith shall be construed as though the parties participated equally in the drafting of the same.  Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Indenture, or the Security Documents and instruments and documents entered into and delivered in connection therewith; and

(11)         if the covenants or default provisions or definitions in this Indenture refer to an amount in U.S. dollars, that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies; and the determination of U.S. Dollar Equivalent for any purpose under this Indenture will be determined as of a date of determination as described in the definition of “U.S. Dollar Equivalent” and, in any case, no subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified.

ARTICLE II
THE NOTES

SECTION 2.01.              Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in minimum denominations of $100,000 and integral multiples of $1,000, in excess thereof.  Subject to Section 4.14 and 11.02 hereof, the Notes may bear notations of Subsidiary Guarantees.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note or any notation of Subsidiary Guarantees thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall, to the extent not prohibited by applicable law, govern and be controlling.

Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, the Depositary or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in

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Regulation S Global Notes that are held by members of, or Participants, in DTC through Euroclear or Clearstream.

SECTION 2.02.              Execution and Authentication.

One Officer shall sign the Notes for the Company by manual or facsimile signature.

If an Officer of the Company whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate (i) the Initial Notes for original issue on the Issue Date in the aggregate principal amount of $185,000,000, (ii) any Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, and (iii) Additional Notes issued in compliance with Section 2.16 in each case, upon a written order of the Company signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date of original issue thereof, (b) whether the Notes are Initial Notes or Exchange Notes and (c) the amount of Notes to be issued in global form or definitive form.  The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject to compliance with Section 2.16.

The Initial Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture.  Holders of the Initial Notes and the Exchange Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an agent to deal with Holders or an Affiliate of the Company.

SECTION 2.03.              Registrar and Paying Agent.

The Company shall maintain an office or agency within the United States of America where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in writing in advance of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.  The Trustee has been appointed by DTC to act as Note Custodian with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar or Paying Agent.

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The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to that Agent.

SECTION 2.04.              Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, or premium or Additional Interest, if any, or interest on, the Notes, and will notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or an Affiliate of the Company (including any Subsidiary) acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.              Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a).  If the Trustee is not the Registrar, the Company shall provide to a Responsible Officer of the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes, which list may be conclusively relied upon by the Trustee, and the Company shall otherwise comply with TIA §312(a).

SECTION 2.06.              Transfer and Exchange.

(a)           Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  Global Notes will be exchanged by the Company for Definitive Notes only if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion notifies the Trustee in writing that it elects to cause issuance of the Notes in certificated form.  Upon the occurrence of either of the preceding events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (d) hereof.

(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein

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to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs as applicable:

(i)                    Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred only to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)                   All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests (other than a transfer of a beneficial interest in a Global Note to a Person who takes delivery thereof in the form of a beneficial interest in the same Global Note), the transferor of such beneficial interest must deliver to the Registrar: (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above.  Upon an Exchange Offer by the Company in accordance with Section 2.06(d) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.

(iii)                  Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of clause (ii) above and the Registrar receives the following:

(A)          if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in Item (1) thereof;

(B)           if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in Item (2) thereof; and

(C)           if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications and certificates and Opinion of Counsel required by (3) thereof, in each case, if applicable.

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(iv)              Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of clause (ii) above and:

(A)          such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)           any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           any such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)          the Registrar receives the following:

(1)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in Item (1)(a) thereof;

(2)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in Item (4) thereof; and

(3)           in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Trustee and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(c), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer

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or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, pursuant to the provisions of this Section 2.06(c).

(i)                    Restricted Definitive Notes may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following:

(A)          if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in Item (1) thereof;

(B)           if the transfer will be made pursuant to Rule 903 or Rule 904 of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in Item (2) thereof; and

(C)           if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by Item (3) thereof, if applicable.

(ii)                   Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)          such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)           any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           any such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)          the Registrar receives the following:

(1)           if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in Item (1)(b) thereof;

(2)           if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in Item (4) thereof; and

(3)           in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Trustee and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not

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required in order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

(iii)                  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.  Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.

(d)           Exchange Offer.  Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (1) broker-dealers, (2) Persons participating in the distribution of the Exchange Notes or (3) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in such Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in such Exchange Offer without the Private Placement Legend in the appropriate principal amount.  Concurrent with the issuance of such Unrestricted Global Notes, and the Company shall execute and the Trustee shall authenticate and make available for delivery to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount.

(e)           Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)                    Private Placement Legend.

(A)          Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH BRITANNIA BULK OR ANY AFFILIATE OF BRITANNIA BULK WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO BRITANNIA BULK OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE

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SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO BRITANNIA BULK’S AND THE TRUSTEE’S, OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR TRANSFER AGENT.

BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

(B)           Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii) or (d) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)                   Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF, AND IS HELD BY, THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY

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MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE II OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF BRITANNIA BULK PLC OR ANY SUCCESSOR THERETO.”

Additionally, for so long as DTC is the Depositary with respect to any Global Note, each such Global Note shall also bear a legend in substantially the following form:

“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO BRITANNIA BULK PLC OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.”

(f)            Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee, the Note Custodian or the Depositary at the direction of the Trustee, to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note, by the Trustee, the Note Custodian or by the Depositary at the direction of the Trustee, to reflect such increase.

(g)           General Provisions Relating to Transfers and Exchanges.

(i)                    To permit registrations of transfers and exchanges, subject to the other provisions of this Section 2.06, the Company shall execute and, upon the Company’s written order, signed by one or more officers of the Company, the Trustee shall authenticate Global Notes and Definitive Notes at the Registrar’s request.

(ii)                   No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.16, 4.17 and 9.05 hereof).

(iii)                  The Registrar shall not be required to register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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(iv)                  All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture and the Subsidiary Guarantees, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)                   The Company and the Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or (D) to register the transfer of a Note other than in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

(vi)                  Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii)                 The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii)                All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a transfer or exchange may be submitted by facsimile.

(ix)                   The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as (i) to whether any Person is or is not a U.S. Person as described in the proviso contained in Section 2.06(b)(i), or a Person described in clauses (1), (2) and (3) of each of Sections 2.06(b)(iv)(A), 2.06(c)(ii)(A) and 2.06(d) hereof or (ii) to whether any Person is or is not a Person, and whether a transfer is made pursuant to the exemptions from the Securities Act described in Sections 2.06(c)(i)(A), 2.06(c)(i)(B), 2.06(c)(i)(C), 2.06(b)(iii)(A), 2.06(b)(iii)(B) or 2.06(b)(iii)(C) or is otherwise made in accordance with any applicable securities laws (other than the TIA) with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note), other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07.              Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue to the Holder of such Note and the Trustee, upon the written order of the Company signed by one Officer of the Company, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond or other security satisfactory to the Trustee must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a Note is replaced.  The Company and the Trustee may charge for their respective expenses in replacing a Note.  If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was

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issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided in connection with the issuance and authentication of such replacement Note to the extent of any loss, damage, cost or expense incurred by the Company, the Trustee and any Agent in connection therewith.

Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08.              Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, the replaced Note ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest and Additional Interest, if any, on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest and Additional Interest, if any.

SECTION 2.09.              Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.  Notwithstanding the foregoing, Notes that the Company, a Subsidiary of the Company or an Affiliate of the Company offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company, such Subsidiary or such Affiliate until legal title to such Notes passes to the Company, such Subsidiary or such Affiliate, as the case may be.

SECTION 2.10.              Temporary Notes.

Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by one Officer of the Company.  Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

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SECTION 2.11.            Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall return such canceled Notes to the Company.  The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation other than as contemplated by an Exchange Offer.

SECTION 2.12.            Calculation of Interest; Computation of Interest.

Interest on the Notes will accrue from the Issue Date or, if interest has already been paid, from the date it was most recently paid.  In addition, interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 2.13.            Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Company shall promptly notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.14.            CUSIP, Common Code and ISIN Numbers.

The Company in issuing the Notes may use “CUSIP”, “Common Code” and “ISIN” numbers (if then generally in use) in addition to the other identification numbers printed on the Notes, and, if so, the Trustee shall use “CUSIP”, “Common Code” and “ISIN” numbers in notices of redemption or repurchase, as the case may be, as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase, as the case may be, and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or repurchase, as the case may be, shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee of any change in the “CUSIP”, “Common Code” and “ISIN” numbers.

SECTION 2.15.            Book-Entry System.

So long as any Notes are held in global form, the Depositary will be recognized as the Holder of such Notes for all purposes.  In the case of Global Notes, transfers of principal, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Depositary, and transfer of principal, interest and any premium payments or notices to beneficial owners of Global Notes will be the responsibility of the Participants and the Indirect Participants.  No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Depositary, the Participants or the Indirect Participants.  While the Depositary or its nominee, as the case may be, is the registered owner of any Global Notes, notwithstanding any other provisions set forth herein, payments of principal of, redemption premium, if

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any, and interest on the Notes shall be made to the Depositary or its nominee, as the case may be, by wire transfer in immediately available funds to the account of said Holder as may be specified in the Register maintained by the Registrar or by such other method of payment as the Trustee may determine to be necessary or advisable with the concurrence of the Depositary.

SECTION 2.16.            Additional Notes.

The Company may issue additional Notes under this Indenture from time to time after the Issue Date (“Additional Notes”), provided that, (i) the net proceeds (after deducting underwriting discounts or commissions and reasonable expenses of the offering thereof) from each such issuance are deposited in the Vessel Acquisition Account, (ii) such offering of Additional Notes complies with all of the covenants of this Indenture, including the covenant described under Section 4.07 and (iii) such Additional Notes are fungible with the Notes issued on the Issue Date for U.S. Federal income tax purposes.  The Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture, together with any Exchange Notes issued in respect thereof pursuant to an Exchange Offer, will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase and any benefits of the Collateral.

ARTICLE III
REDEMPTION AND PREPAYMENT

SECTION 3.01.            Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price and (v) that the redemption price will be deposited with the Trustee in immediately available funds no later than 10:00 a.m., New York City time, on the redemption date.

SECTION 3.02.            Selection of Notes to be Redeemed.

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate, and which may provide for the selection for redemption of portions of the principal of the Notes in denominations of $1,000 or integral multiples thereof, subject to Section 2.01.  In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 25 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, subject to the minimum denominations set forth in Section 2.01.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or

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in part.  In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized denomination.

SECTION 3.03.            Notice of Redemption.

Subject to the provisions of Section 4.10 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes (including CUSIP numbers) to be redeemed and shall state:

(a)           the redemption date;

(b)           the redemption price;

(c)           if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)           the name and address of the Paying Agent;

(e)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)            that, unless the Company defaults in making such redemption payment, interest and Additional Interest, if any, on Notes called for redemption cease to accrue on and after the redemption date;

(g)           the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)           that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

If any of the Notes to be redeemed is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to such redemption.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04.            Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

SECTION 3.05.            Deposit of Redemption Price.

No later than 10:00 a.m. New York City time on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption

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price of (and premium, if any) and accrued interest and Additional Interest, if any, on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest (including Additional Interest), if any, shall cease to accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest (including Additional Interest), if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06.            Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.            Optional Redemption.

(a)           Except as set forth in clause (b) or (c) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to December 1, 2009.  On or after December 1, 2009, the Notes will be subject to redemption at any time or from time to time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of Accreted Value) set forth below plus accrued and unpaid interest (including Additional Interest), if any, thereon, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on December 1 of the years indicated below:

Year	Percentage
2009	106.375	%
2010 and thereafter	100.000	%

(b)           Prior to December 1, 2009, the Company may, at it option, on one or more occasions redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes originally issued under this Indenture at a redemption price (expressed as a percentage of the Accreted Value thereof) equal to 112.75%, plus accrued and unpaid interest (including Additional Interest), if any, thereon, to the redemption date, with the net cash proceeds of any one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes remain outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and provided, further, that each such redemption occurs within 90 days after the date of such Equity Offering.

(c)           In addition, at any time prior to December 1, 2009, the Notes may be redeemed, in whole or in part, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the Accreted Value thereof plus the Applicable Premium as of, and accrued unpaid interest, if any, to, the date of redemption (the “Redemption Date”) (subject to the right of

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Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(d)           The Company shall have the option to redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days’ notice, at any time, at a redemption price equal to the outstanding principal amount thereof plus accrued and unpaid interest, premium, if any, and Liquidated Damages, if any, thereon to the date fixed for redemption, and Additional Amounts, if any, payable with respect thereto, if the Company determines that, as a result of any change in or amendment to the laws, regulations or rulings of any Relevant Tax Jurisdiction or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party (a “Change in Tax Law”), the Company is or would be required on the next succeeding due date for a payment with respect to the Notes to pay Additional Amounts with respect to the Notes as described below under Section 4.05, provided that the Board of Directors determines in good faith that the aggregate amount of such Additional Amounts would involve an annual cost to the Company that would exceed an amount equal to 0.50% of the aggregate principal amount of the Notes then outstanding; provided further, that the Company must deliver to the Trustee at least 30 days prior to the redemption date an Opinion of Counsel of recognized standing to the effect that the Company has or will become obligated to pay Additional Amounts as a result in such Change in Tax Law.

(e)           Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08.            Mandatory Redemption.

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.  However, pursuant to Sections 4.10, 4.16, 4.17 and 4.18 hereof, under certain circumstances, the Company may be required to offer to purchase the Notes.

ARTICLE IV
COVENANTS

SECTION 4.01.            Payment of Notes.

The Company shall pay or cause to be paid the principal of, and premium, if any, interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York City Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, interest and Additional Interest, if any, then due.  The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

SECTION 4.02.            Maintenance of Office or Agency.

The Company shall maintain in the United States of America, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,

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such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee, as one such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03.            SEC Reports.

(a)           Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to the Trustee and make available to each Holder of Notes, (i) within 120 days from the end of each fiscal year, an annual report containing the information required to be contained in an Annual Report on Form 20-F (or any successor form) for such fiscal year, and (ii) within 60 days from the end of each of the first three quarters in each fiscal year, quarterly reports containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flows) and Management’s Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of each of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year).  In addition, within 105 days from the end of each fiscal year, and within 60 days from the end of each of the first three quarters of each fiscal year, the Company will hold a conference call to discuss results of operations and allow participants to ask questions at the end of such call.  Any conference call must be announced at least three business days prior to such call taking place.

(b)           Each annual report will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants.  In addition, to the extent the Company is required to file reports with the SEC under Section 13 or 15(d) of the Exchange Act the Company will file a copy of each of the reports referred to in clauses (a)(i) and (a)(ii) of this Section 4.03 with the SEC for public availability within the time periods specified above or otherwise specified in the rules and regulations applicable to such reports, if any.

(c)           The Company agrees that, for so long as any Notes remain outstanding, at any time it is  not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the Holders and prospective purchasers of Notes designated by a Holder, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.

(d)           Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 4.04.             Compliance Certificate.

(a)           The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view

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to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, the Notes and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge no Default or Event of Default has occurred during such year (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she has knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or premium or interest (including any Additional Interest), if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)           The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within 30 days after the occurrence thereof, an Officer’s Certificate providing notice that an event or circumstance that constitutes a Default or an Event of Default has occurred and is existing and specifying such Default or Event of Default, the status thereof and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.05.             Taxes.

(a)           The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, charges, assessments, and governmental levies except such as are contested in good faith and, if required, by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

(b)           If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Notes, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Notes, the Payor will pay to each Holder of a note, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such note to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of:

(i)                    any tax, assessment or other governmental charge which would not have been imposed but for (1) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (2) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the note been presented for such 30-day period);

(ii)                   any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

(iii)                  any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the note to comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents

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or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

(iv)                  any combination of the above;

nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any note to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such note.

(c)           The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefore.

(d)           The Company and the Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Notes or any other document or instrument referred to in the Indenture (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United Kingdom, Denmark, Panama or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Indenture or any other such document or instrument following the occurrence of any Event of Default.

SECTION 4.06.            Waiver of Stay, Extension and Usury Laws.

Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, the Notes or the Security Documents; and each of the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.07.            Limitation on Indebtedness.

(a)           The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided that the Company and any Guarantor may Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, no Default has occurred and is continuing, or would occur as a consequence of such Incurrence, and the Consolidated Coverage Ratio is at least 2.25 to 1.0.

(b)           Notwithstanding the foregoing paragraph (a), the Company, any Guarantor or the Restricted Subsidiaries, as applicable, may Incur, to the extent provided below, the following Indebtedness:

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(1)           Indebtedness Incurred by the Company or any Guarantor pursuant to a Revolving Credit Facility; provided, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $20,000,000;

(2)           intercompany Indebtedness owed by the Company to a Restricted Subsidiary or owed by a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes or (ii) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to its Subsidiary Guarantee;

(3)           Indebtedness of the Company under the $185,000,000 aggregate principal amount of Notes issued on the Issue Date and of any Guarantor pursuant to its Subsidiary Guarantee;

(4)           Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (but excluding Indebtedness described in clause (1), (2) or (3) of this paragraph (b)) and excluding Indebtedness to be repaid with the proceeds of the Initial Notes issued on the Issue Date;

(5)           Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and excluding therefrom any of such Indebtedness that is extinguished, retired or repaid in connection with such acquisition; provided that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

(6)           Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or described in or Incurred pursuant to clause (3), (4), (5) or (6) of this paragraph;

(7)           Hedging Obligations;

(8)           Indebtedness of the Company or any Restricted Subsidiary arising from agreements entered into in the ordinary course of business providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any Restricted Subsidiary or any business or fixed or capital assets of the Company or a Restricted Subsidiary; provided, however, (A) such Indebtedness is not reflected as a liability on the balance sheet of the Company or any Restricted Subsidiary and (B) the maximum liability therefor shall not exceed the gross cash proceeds actually received by the Company or a Restricted Subsidiary in connection with such disposition;

(9)           any Guarantee by the Company or a Guarantor of any Indebtedness permitted to be Incurred pursuant to this Indenture; provided that a Guarantee of any Indebtedness of a Restricted Subsidiary that ceases to be a Restricted Subsidiary shall be deemed

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to be an Investment other than a Permitted Investment, and subject to compliance with related provisions of this Indenture, at the time its Restricted Subsidiary status terminates in an amount equal to the maximum principal amount as guaranteed for so long as such Guarantee remains outstanding;

(10)         Indebtedness of the Company or any Restricted Subsidiary in respect of bid, performance, surety or appeal bonds or similar instruments issued for the account and benefit of the Company or a Restricted Subsidiary and provided in the ordinary course of business of the Company and the Restricted Subsidiaries; and

(11)         in addition to the items referred to in the preceding clauses (1) through (10) above, Indebtedness of the Company and the Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (11) and then outstanding will not exceed $5,000,000 at any time outstanding.

(c)           Notwithstanding the foregoing, the Company will not, and will not permit any Guarantor or Restricted Subsidiary to, Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof (or in the case of any Guarantee pursuant to the foregoing paragraph (b), if the proceeds of direct Indebtedness so Guaranteed) are used, directly or indirectly, to Incur or Refinance any Subordinated Obligations of the Company or any Guarantor or Restricted Subsidiary unless such Indebtedness shall be subordinated to the Notes or relevant Subsidiary Guarantee, as applicable, to at least the same extent as such Subordinated Obligations.

(d)           For purposes of determining compliance with this covenant, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above in paragraph (b) or is entitled to be incurred pursuant to paragraph (a) of this covenant, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and (ii) at each such time, the Company will be entitled to divide, classify and reclassify an item of Indebtedness in more than one of the types of Indebtedness described above.

(e)           The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes and the relevant Subsidiary Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor or Restricted Subsidiary, as the case may be.

SECTION 4.08.             Limitation on Restricted Payments.

(a)           The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:

(1)           a Default shall have occurred and be continuing (or would result therefrom);

(2)           the Company would not be permitted to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.07; or

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(3)           the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed, after giving effect to adjustments in the following paragraph (b), the sum of (without duplication):

(A)          50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter in which the Company’s EBITDA has equaled or exceeded $48,500,000, on an annualized basis, for two consecutive fiscal quarters to the end of the most recent fiscal quarter for which financial statements are available on or prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B)           100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(C)           the amount by which Indebtedness of the Company issued after the Issue Date is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange) provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or, in the case of a sale financed directly or indirectly with Indebtedness, to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(D)          an amount equal to the sum of (y) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person after the Issue Date resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (z) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made and treated as a Restricted Payment by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b)           The preceding provisions of this covenant will not prohibit any of the following:

(1)           any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Guarantor made by exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); provided that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above and (B) the Net Cash Proceeds from such sale or such cash

49

capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2)           any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Guarantor made by exchange for, or out of the net cash proceeds of the substantially concurrent Incurrence of Refinancing Indebtedness; provided that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(3)           the repurchase or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided that the aggregate amount of such repurchases and other acquisitions shall not exceed $500,000 in any calendar year (other than deemed repurchases in connection with the cashless exercise of stock options); and provided, further, that such repurchases and other acquisitions (other than deemed repurchases in connection with the cashless exercise of stock options) shall be included in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(4)           the payment of a dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted by the provisions of paragraph (a) of this covenant on the date of its declaration; provided that any such dividend made in reliance on this paragraph shall be included in the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above;

(5)           dividends on Disqualified Stock to the extent included in the definition of Consolidated Interest Expense; provided that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above; or

(6)           the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any shareholder of the Company provided that all such purchases, redemptions, acquisitions or retirements do not exceed $7,500,000 in the aggregate since the Issue Date; provided that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments in clause (3) of paragraph (a) above.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the transfer, incurrence or issuance of such non-cash Restricted Payment pursuant to paragraph (a) or (b)(6) of this covenant.  The Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payments were permitted and setting forth the basis upon which the calculations required by this covenant were computed, which calculations may be based upon the Company’s latest available financial statements.

SECTION 4.09.            Limitation on Restrictions on Distributions from Restricted Subsidiaries.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the

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Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(A)          any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date which encumbrance or restriction does not relate to any Person other than such Restricted Subsidiary;

(B)           any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (E) of this covenant or this clause (B) or contained in any amendment to an agreement referred to in clause (A) or (E) of this covenant or this clause (B); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no more restrictive than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;

(C)           any such encumbrance or restriction (i) consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or (ii) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;

(D)          any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(E)           any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;

(F)           this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents and the Revolving Credit Facility as in effect on the Issue Date, or any restriction applicable to a Restricted Subsidiary contained in agreements evidencing or relating to Indebtedness of such Restricted Subsidiary permitted by the covenant contained in Section 4.07, provided such restrictions are not materially more restrictive, taken as a whole than restrictions under the Indenture; and

(G)           restrictions on transfers of property subject to any Liens permitted to be granted under, or incurred not in breach or violation of, any other provision of the Indenture.

SECTION 4.10.            Limitation on Sales of Assets.

(a)           The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (including a Collateral Disposition) unless:

(1)           the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Company, of the shares or other assets subject to such Asset Disposition; provided, the foregoing requirement shall not apply to any Asset Disposition pursuant to any loss, constructive loss, destruction or damage to an asset, a condemnation, appropriation or other similar taking,

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including requisition for title by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of the covenant contained in Section 4.12;

(2)           at least 75% of the consideration received therefrom by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents provided, the foregoing requirement shall not apply to any Asset Disposition pursuant to any loss, constructive loss, destruction or damage to an asset, a condemnation, appropriation or other similar taking, including requisition for title, by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of the covenant contained in Section 4.12; and

(3)           in the case of a Collateral Disposition, the Trustee is promptly granted a perfected first priority security interest (subject only to Permitted Collateral Liens) in all assets or property received by the Company or any Restricted Subsidiary as consideration therefor (or, with respect to cash or cash equivalents, the portion of such cash and cash equivalents that constitutes Net Available Cash) as additional Collateral under the Security Documents to secure the Note Obligations, and, in the case of cash or cash equivalents constituting Net Available Cash, such cash or cash equivalents must be deposited into a segregated account under the sole control of the Trustee that includes only proceeds from the Collateral Disposition and interest earned thereon (an “Asset Sale Proceeds Account”) which proceeds shall be subject to release from the Asset Sale Proceeds Account for the uses described in paragraph (b) or (c) of this covenant as provided in this Indenture and the Security Documents.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents: (i) the assumption of all Indebtedness of the Company or any Restricted Subsidiary (other than liabilities that are Subordinated Obligations), and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness, in connection with such Asset Disposition; and (ii) securities received by the Company or any Restricted Subsidiary from the transferee which are promptly converted by the Company or such Restricted Subsidiary into cash.

(b)           Within 365 days after the receipt of any Net Available Cash from an Asset Disposition, the Company or such Restricted Subsidiary, as the case may be, may apply such Net Available Cash:

(1)           with respect to Net Available Cash from a Collateral Disposition, to repurchase or redeem Notes in accordance with this Indenture;

(2)           with respect to Net Available Cash other than from a Collateral Disposition, to prepay, repay, redeem or purchase Senior Indebtedness (other than any Disqualified Stock) of the Company or a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that in connection with any such prepayment or repayment, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount so prepaid or repaid; or

(3)           to acquire one or more Vessels (and pay any Ready for Sea Cost in relation thereto) or other Additional Assets; provided that, with respect to Additional Assets acquired with Net Available Cash from a Collateral Disposition, (i) the Additional Assets are of a type similar to the Collateral and (ii) the Trustee is promptly granted a perfected first priority security interest (subject only to Permitted Collateral Liens) in such Vessels or Additional Assets.

Pending application of such Net Available Cash, other than from a Collateral Disposition, such Net Available Cash may temporarily be invested in Temporary Cash Investments or applied temporarily

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to reduce revolving credit Indebtedness.  Any Net Available Cash that is not applied or invested as provided in clauses (1), (2) or (3) above within 365 days (or upon the earlier determination of the Company’s Board of Directors not to so apply such Net Available Cash) shall be deemed to constitute “Excess Proceeds.”

(c)           When the aggregate amount of Excess Proceeds exceeds $12,500,000, the Company will be required to make an offer to all Holders of the Notes (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of the Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Accreted Value thereof plus accrued and unpaid interest thereon, to the date of purchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of Notes electing to be purchased pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and such Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not prohibited by the Indenture (and any such remaining Excess Proceeds held in the Asset Sale Proceeds Account shall be released therefrom as provided in this Indenture and the Security Documents). If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of the Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis, by lot or such other basis as the Trustee determines is appropriate.  Upon completion of each such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

(d)           In the event that, pursuant to this Section 4.10, the Company shall commence an Asset Sale Offer, it shall follow the procedures specified herein.  The Asset Sales Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer.  If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials reasonably necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders.  The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i)                    that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer shall remain open;

(ii)                   the Offer Amount, the purchase price and the Purchase Date;

(iii)                  that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Additional Interest, if any;

(iv)                  that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest and Additional Interest, if any, on the Purchase Date;

(v)                   that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

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(vi)                  that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)                 that Holders shall be entitled to withdraw their election if the Company, such depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii)                that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations contemplated by Section 2.01, or integral multiples thereof, shall be purchased or remain outstanding thereafter); and

(ix)                   that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer, subject to Section 2.01).

If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to such repurchases.  On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10.  The Company, the Depositary (if any, and as referred to in clause (vi) above) or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and make available for delivery such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

SECTION 4.11.            Limitation on Affiliate Transactions.

(a)           The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless:

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(1)           the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a Person who is not an Affiliate;

(2)           if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $1,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the disinterested members of the Board of Directors of the Company has determined in good faith that the criteria set forth in clause (1) are satisfied and has approved the relevant Affiliate Transaction as evidenced by a resolution; and

(3)           if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $3,000,000, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries.

(b)           The provisions of the preceding paragraph (a) will not prohibit:

(1)           any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to Section 4.08;

(2)           reasonable payments, awards or grants in cash, securities or otherwise to any employee or director of the Company or any Restricted Subsidiary pursuant to, or the funding of, employment arrangements, stock options and stock ownership and other employee benefit plans or otherwise in the ordinary course of business approved by the Board of Directors of the Company;

(3)           customary indemnities made in the ordinary course of business to employees or directors of the Company and the Restricted Subsidiaries;

(4)           the payment of reasonable fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or the Restricted Subsidiaries;

(5)           loans or advances to employees and directors of the Company and the Restricted Subsidiaries in the ordinary course of business and consistent with past practices thereof, but in any event not exceeding $500,000 in the aggregate outstanding at any one time;

(6)           any transaction between or among the Company and any Restricted Subsidiaries; and

(7)           the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company.

SECTION 4.12.            Limitation on Liens.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on (i) any Collateral, except pursuant to a Security Document and except for Permitted Collateral Liens or (ii) any of its assets or properties that are not Collateral, except for Permitted Liens.

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SECTION 4.13.            Limitation on Sale/Leaseback Transactions.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1)           the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to paragraph (a) of Section 4.07 and (B) create a Lien on such property securing such Attributable Debt pursuant to Section 4.12;

(2)           the gross proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors of the Company) of such property; and

(3)           the transfer of such property is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10.

SECTION 4.14.            Future Guarantors.

If the Company or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary after the Issue Date, then that newly acquired or created Restricted Subsidiary must, within 10 Business Days of the date on which it was acquired or created, (i) become a Guarantor by executing a supplemental indenture satisfactory to the Trustee in accordance with this Indenture and (ii) if it owns any Collateral, become party to the applicable Security Documents as provided therein and in this Indenture.

SECTION 4.15.            Limitation on Business Activities.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into in any material respect any line of business other than a Related Business.

SECTION 4.16.            Offer to Repurchase upon Change of Control.

(a)           Upon the occurrence of a Change of Control, the Company will offer to purchase each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase plus accrued and unpaid interest (including Additional Interest), if any, thereon, to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):

Within 30 days following any Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, stating: (i) that a Change of Control has occurred and that the Company is making an offer, and such holder has the right to require the Company, to purchase such holder’s notes at a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase, 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 on the relevant interest payment date); (ii) the description of the transaction or transactions that constitute the Change of Control, and the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control, if available); (iii) that the Change of Control Offer is being made pursuant to this Section 4.16, and that all Notes validly tendered and not withdrawn will be accepted for payment; (iv) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (v) that any Note not tendered will continue to accrue interest and

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Additional Interest, if any; (vi) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (vii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes properly endorsed, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (viii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (ix) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof subject to Section 2.01.  If any of the Notes subject to a Change of Control Offer are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to repurchases.

In addition, the Company shall comply, to the extent applicable, with the requirements of Rule 14(e) under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of its compliance with such securities laws or regulations.

(b)           On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) by no later than 10:00 a.m., New York time, deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.  The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Company shall execute and the Trustee will promptly authenticate and deliver in accordance with an authentication order from the Company to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a denomination permitted by Section 2.01.  The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)           The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable, except as set forth in Article VIII hereof.

(d)           The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

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SECTION 4.17.            Offer to Repurchase upon Unused Proceeds in the Vessel Acquisition Account.

(a)           On the Issue Date, the Company will deposit $140,000,000 (the “Initial Deposit”) in the Vessel Acquisition Account, to be held and released in accordance with the Vessel Acquisition Account Agreement.

(b)           In addition to the Initial Deposit, any Excess Cash Flow Offer Amounts that are not applied to repurchase Notes after making a required Excess Cash Flow Offer pursuant to Section 4.18 shall be deposited in the Vessel Acquisition Account promptly after completion of such offer.

(c)           If, as of December 1, 2008, at least $125,000,000 of the funds comprising the Initial Deposit have not been used by the Company or a Restricted Subsidiary to purchase Vessels in accordance with Section 6.2(b) of the Vessel Acquisition Account Agreement, then the portion of such Initial Deposit that has not been so applied shall be deemed to be “Unused Proceeds”.  If there are Unused Proceeds as of December 1, 2008, then no later than 60 days following December 1, 2008, the Company shall be required to make an offer to purchase, on a pro rata basis, the maximum principal amount of the Notes that may be purchased out of the Unused Proceeds, at an offer price in cash in an amount equal to 101% of the Accreted Value thereof plus accrued and unpaid interest thereon to date of purchase, all in accordance with the procedures set forth in Section 4.17(c) below (the “Unused Initial Deposit Offer”).

(d)           In the event that, pursuant to this Section 4.17, the Company shall commence an Unused Initial Deposit Offer, it shall follow the procedures specified herein.  No later than the purchase date, which date shall be no earlier than 60 days or later than 90 days following the date notice is first given to Holders of the Unused Initial Deposit Offer (the “Unused Initial Deposit Purchase Date”) the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 4.17 (the “Unused Initial Deposit Offer Amount”) or, if less than the Unused Initial Deposit Offer Amount has been tendered, all Notes validly tendered in response to the Unused Initial Deposit Offer.  If the Unused Initial Deposit Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Interest shall be payable to Holders who tender Notes pursuant to the Unused Initial Deposit Offer.  Upon the commencement of an Unused Initial Deposit Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Unused Initial Deposit Offer.  The Unused Initial Deposit Offer shall be made to all Holders.  The notice, which shall govern the terms of the Unused Initial Deposit Offer, shall state:

(i)                that the Unused Initial Deposit Offer is being made pursuant to this Section 4.17 and the length of time the Unused Initial Deposit Offer shall remain open;

(ii)               the Unused Initial Deposit Offer Amount, the purchase price and the Purchase Date;

(iii)              that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Additional Interest, if any;

(iv)              that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Unused Initial Deposit Offer shall cease to accrete or accrue interest and Additional Interest, if any, on the Purchase Date;

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(v)               that Holders electing to have a Note purchased pursuant to an Unused Initial Deposit Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

(vi)              that Holders electing to have a Note purchased pursuant to any Unused Initial Deposit Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)             that Holders shall be entitled to withdraw their election if the Company, such depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Unused Initial Deposit Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii)            that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Unused Initial Deposit Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased, provided that no Note having a principal amount of less than $100,000 shall remain outstanding after giving effect to such purchase); and

(ix)               that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer subject to the limitations in clause (viii) above).

If any of the Notes subject to an Unused Initial Deposit Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to such repurchases.  On or before the Unused Initial Deposit Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Unused Initial Deposit Offer Amount of Notes or portions thereof tendered pursuant to the Unused Initial Deposit Offer, or if less than the Unused Initial Deposit Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.17.  The Trustee shall procure the release of the Unused Initial Deposit Offer Amount from the Vessel Acquisition Account to the extent necessary to complete the purchase of Notes tendered pursuant to the offer.  The Depositary (if any, and as referred to in clause (vi) above) or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and make available for delivery such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered, provided that no Note having a principal amount of less than $100,000 shall remain outstanding after giving effect to such purchase.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Unused Initial Deposit Offer on the Unused Initial Deposit Purchase Date.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and

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regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

SECTION 4.18.            Offer to Repurchase upon Excess Cash Flow.

(a)           If the Company has Excess Cash Flow (i) for the period from Issue Date to December 31, 2007 (the “Initial Period”) and (ii) subsequent to the Initial Period, for any succeeding fiscal year (either such period, a “Relevant Period”), then the Company shall apply an amount (the “Excess Cash Flow Offer Amount”) equal to (A) 100% of such Excess Cash Flow with respect to the Initial Period and the Relevant Period ending December 31, 2008 and (B) 50% of such Excess Cash Flow for each subsequent Relevant Period, in each case to make an offer to purchase (the “Excess Cash Flow Offer”), on a pro rata basis, the maximum Accreted Value of the Notes that may be purchased out of the Excess Cash Flow Offer Amount, at an offer price in cash in an amount equal to 101% of the Accreted Value thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, all in accordance with the procedures set forth in this Section 4.18; provided that the Company shall not be required to make an Excess Cash Flow Offer for any Relevant Period if the Excess Cash Flow for such Relevant Period is less than $5,000,000.

(b)           The Company shall make such an offer no later than 60 days after the end of such Relevant Period.

(c)           In the event that, pursuant to this Section 4.18, the Company shall commence an Excess Cash Flow Offer, it shall follow the procedures specified herein.  No later than the purchase date, which date shall be no earlier than 60 days or later than 90 days following the date notice is first given to Holders of the Excess Cash Flow Offer (the “Excess Cash Flow Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 4.18 or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes validly tendered in response to the Excess Cash Flow Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Excess Cash Flow Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Interest shall be payable to Holders who tender Notes pursuant to the Excess Cash Flow Offer. Upon the commencement of an Excess Cash Flow Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Cash Flow Offer.  The Excess Cash Flow Offer shall be made to all Holders.  The notice, which shall govern the terms of the Excess Cash Flow Offer, shall state:

(i)            that the Excess Cash Flow Offer is being made pursuant to this Section 4.18 and the length of time the Excess Cash Flow Offer shall remain open;

(ii)           the Excess Cash Flow Offer Amount, the purchase price and the Excess Cash Flow Purchase Date;

(iii)          that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Additional Interest, if any;

(iv)          that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrete or accrue interest and Additional Interest, if any, on the Excess Cash Flow Purchase Date;

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(v)           that Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

(vi)          that Holders electing to have a Note purchased pursuant to any Excess Cash Flow Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)         that Holders shall be entitled to withdraw their election if the Company, such depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Excess Cash Flow Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii)        that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Cash Flow Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased, provided that no Note having a principal amount of less than $100,000 shall remain outstanding after giving effect to such purchase); and

(ix)           that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer subject to the limitations in clause (viii) above).

If any of the Notes subject to an Excess Cash Flow Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to such repurchases.  On or before the Excess Cash Flow Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Excess Cash Flow Offer Amount of Notes or portions thereof tendered pursuant to the Excess Cash Flow Offer, or if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.18.  The Company, the Depositary (if any, and as referred to in clause (vi) above) or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Excess Cash Flow Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and make available for delivery such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered, provided that no Note having a principal amount of less than $100,000 shall remain outstanding after giving effect to such Excess Cash Flow Offer.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Excess Cash Flow Offer on the Excess Cash Flow Purchase Date.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

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(d)           Any Excess Cash Flow Offer Amounts that are not applied to repurchase Notes after making a required Excess Cash Flow Offer pursuant to this Section 4.18 shall be deposited in the Vessel Acquisition Account promptly after completion of such offer.

SECTION 4.19.            Corporate Existence.

Subject to Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided, however, that the Company shall not be required to preserve the existence of any Restricted Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

SECTION 4.20.            Calculation of Original Issue Discount.

The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on the Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE V
SUCCESSORS

SECTION 5.01.            Merger, Consolidation, or Sale of Assets.

The Company will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) shall be the Company or a corporation organized or existing under the laws of the United States of America, any State thereof or the District of Columbia or the laws of any member state of the European Union; (ii) the Successor Company (if not the Company) shall expressly assume by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture, all Security Documents and, if then in effect, the Registration Rights Agreement, pursuant to a supplemental indenture and other appropriate documentation in form and substance reasonably satisfactory to the Trustee; (iii) immediately before and after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iv) except in the case of a merger or consolidation of the Company with or into a Restricted Subsidiary, or the Company transferring all or substantially all of its properties and assets to a Restricted Subsidiary, the Successor Company will, (A) immediately after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in Section 4.07(a) hereof and (B) the Consolidated Net Worth of the Company, calculated on a pro forma basis immediately after the transaction, will be equal to or greater than its Consolidated Net Worth determined immediately prior to the transaction; and (v) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture and other appropriate documentation (if any) comply with this Indenture and all Security Documents and that all necessary actions have been taken to preserve the priority and perfection of the Liens of all Security Documents.

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SECTION 5.02.            Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the Successor Company (if other than the Company) shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to such Successor Company and not to the Person previously defined as Company), and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Company originally had been named as the Company herein; and when such Successor Company duly assumes all of the obligations and covenants of the Company pursuant to the Notes and hereto, the predecessor Person shall be relieved of all such obligations; provided, however, in the case of a lease of all or substantially all of its assets, the predecessor Company will not be released from the obligation to pay the principal of, and premium, if any, and interest on, the Notes.  The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the predecessor Person, any or all the Notes issuable hereunder which theretofore shall not have been signed by the predecessor Person and delivered to the Trustee; and, upon the order of the Successor Company, instead of the predecessor Person, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the predecessor Person to the Trustee for authentication, and any Notes which the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose.  All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Notes had been issued at the date of the execution hereof.

In case of such consolidation, merger, sale, assignment, lease, transfer, conveyance or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

ARTICLE VI
DEFAULTS AND REMEDIES

SECTION 6.01.            Events of Default.

An “Event of Default” occurs if:

(a)           the Company defaults in the payment when due of interest on, Additional Interest, if any, on, with respect to, the Notes, and such default continues for a period of 30 days;

(b)           the Company defaults in the payment when due (whether at the Stated Maturity, upon optional redemption, upon required purchases, upon declaration of acceleration or otherwise) of principal of or premium, if any, on any Note;

(c)           the Company or any Restricted Subsidiary fails to comply with its obligations under Section 4.10, 4.16, 4.17, 4.18 or 5.01 hereof;

(d)           the failure by the Company or any Restricted Subsidiary, as the case may be, to comply with any of the provisions of Section 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 or 4.14 for 30 days after written notice of such failure to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

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(e)           the Company or any Restricted Subsidiary fails to observe or perform any covenant or other agreement in this Indenture, the Notes or the Security Documents (other than the provisions expressly set forth in clauses (a), (b), (c) or (d) above) for 60 days after written notice of such failure to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(f)            a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5,000,000 or more; provided, further, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of ten days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(g)           the Company, any Guarantor, any of the Company’s Significant Subsidiaries or any group of Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary of the Company, pursuant to or within the meaning of the Bankruptcy Law:

(i)            commences a voluntary case,

(ii)           consents to the entry of an order for relief against it in an involuntary case,

(iii)          consents to the appointment of a Custodian of it or for all or substantially all of its property,

(iv)          makes a general assignment for the benefit of its creditors, or

(v)           generally is not paying its debts as they become due;

(h)           a court of competent jurisdiction enters an order or decree under the Bankruptcy Law that:

(i)            is for relief against the Company, any Guarantor, any of the Company’s Significant Subsidiaries or any group of Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary of the Company, in an involuntary case;

(ii)           appoints a Custodian of the Company, any Guarantor, any of the Company’s Significant Subsidiaries or any group of Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary of the Company, or for all or substantially all of the property of the Company, any Guarantor, any of the Company’s Significant Subsidiaries or any group of Subsidiaries which, when taken together, would constitute a Significant Subsidiary of the Company; or

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(iii)          orders the liquidation of the Company, any Guarantor, any of the Company’s Significant Subsidiaries or any group of Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(i)            failure of the Company, any Guarantor, any Significant Subsidiaries or any group of the Restricted Subsidiaries which, when taken together, would constitute a Significant Subsidiary, to pay any judgment, or judgments aggregating, in excess of $5,000,000, which judgment or judgments, as the case may be, are not discharged, waived or stayed for a period of 60 consecutive days following such judgment;

(j)            any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee and the Indenture) or any Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or

(k)           any Security Document or any Lien purported to be granted thereby on any one or more items of Collateral is held in any judicial proceeding to be unenforceable or invalid, in whole or in part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in this Indenture or any Security Document) to be fully enforceable and perfected.

SECTION 6.02.            Acceleration.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the Accreted Value of, and premium, if any, and accrued but unpaid interest (and Additional Interest, if any) on, all the Notes to be due and payable immediately.  Upon any such declaration, the Accreted Value of the Notes shall become so due and payable immediately without further action or notice, and the Trustee shall immediately become unconditionally entitled to foreclose upon any or all of the Collateral, exercise and enforce its other rights and remedies in respect of the Collateral, subject to the provisions of this Indenture and the Security Documents, as applicable.  Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any Significant Subsidiary of the Company or any group of Restricted Subsidiaries which, taken together, would constitute a Significant Subsidiary, the Accreted Value of, and premium, if any, and accrued but unpaid interest (and Additional Interest, if any) on, all outstanding Notes shall be due and payable immediately without further action or notice, and the Trustee shall immediately become unconditionally entitled to foreclose upon any or all of the Collateral, exercise and enforce its other rights and remedies in respect of the Collateral, subject to the provisions of this Indenture and the Security Documents, as applicable.  The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or premium, interest (including Additional Interest) that has become due solely because of the acceleration) have been cured or waived.

SECTION 6.03.            Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, interest and Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Security Documents.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in

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exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.04.            Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of interest (including Additional Interest), if any, on, or the principal of, or premium on, the Notes including in connection with an offer to purchase.  Upon any such waiver, such Default or Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

SECTION 6.05.            Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 6.06.            Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(a)           the Holder of a Note has previously given to the Trustee written notice of a continuing Event of Default;

(b)           the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)           such Holder of a Note or Holders of Notes have offered to the Trustee reasonable security or indemnity against any loss, liability or expense to be incurred in compliance with such request;

(d)           the Trustee has not complied with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(e)           during such 60-day period, the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 6.07.            Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase

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or redemption), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.            Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.            Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other Obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee prior to making such payments directly to the Holders any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding, unless the Trustee is instructed to do so in accordance with Section 6.05.

SECTION 6.10.            Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense, and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any and interest, respectively; and

Third:  to the Company or to such party as a court of competent jurisdiction shall direct.

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The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.            Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the cost of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII
TRUSTEE

SECTION 7.01.            Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default:

(i)                The Trustee need perform only those duties that are specifically set forth in this Indenture and the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee.  To the extent of any conflict between the duties of the Trustee hereunder and under the TIA, the TIA shall control.

(ii)               In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, as to any certificate or opinions which are required by any provision of this Indenture, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i)                this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)               the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)              the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04, 6.05 6.09, or 10.06 or pursuant to the authorized request of the Company hereunder hereof.

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(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section and the provisions of Section 7.02.

(e)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.

(f)            The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02.            Rights of Trustee.

(a)           The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both which shall conform to Sections 12.04 and 12.05.  The Trustee shall not be liable for, and shall be fully protected in respect of, any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)           The Trustee may act through its attorneys, agents or independent contractors and shall not be responsible for the misconduct or negligence of any agent or independent contractor appointed in good faith.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)            The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction.

(g)           The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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(h)           The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.  As used herein, the term “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto.

(i)            The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as Paying Agent and Registrar), and under the Security Documents and any documents, instruments, or agreements executed and delivered by the Trustee relating to or in connection with the Collateral or the Security Documents (“Ancillary Security Instruments”) and each agent, custodian and other Person employed to act hereunder.

(j)            The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(k)           The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

(l)            The Trustee shall have no responsibility or obligation to Participants, to Indirect Participants, or to the Persons for whom they act as nominees with respect to the Notes, or to any beneficial owner of Global Notes in respect of the accuracy of any records maintained by the Depositary or its nominee, or any Participant or Indirect Participant, the payment by the Depositary or its nominee, or any Participant or Indirect Participant of any amount in respect of the principal or purchase price of or interest on the Notes, any notice which is permitted or required to given under this Indenture, the selection by the Depositary or its nominee, or any Participant or Indirect Participant of any Person to receive payment in the event of a partial redemption of the Notes, or any consent given or other action taken by the Depositary or its nominee as Holder.  The Trustee shall treat the Depositary as the Holder of all Global Notes for all purposes and shall have no duty to provide notice to, account to or otherwise deal with any beneficial owner of any Global Note other than as is specifically set forth in this Indenture.

SECTION 7.03.            Individual Rights of Trustee.

The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after an Event of Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.            Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or the Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, the Security Documents or

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any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.            Notice of Defaults.

If a Default or Event of Default occurs and is continuing and a Responsible Officer of the Trustee has received notice thereof, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within the later of (i) 90 days after the date such Default or Event of Default shall have occurred and (ii) 10 days after the date such Responsible Officer first had such actual knowledge.  Except in the case of a Default or Event of Default in payment of principal of, or premium, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is not opposed to the interest of the Holders of the Notes.

SECTION 7.06.            Reports by Trustee to Holders of the Notes.

Within 60 days after each November 15 beginning with the November 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA §§313(b)(1) and (b)(2).  The Trustee shall also transmit by mail all reports as required by TIA §313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.07.            Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as such parties shall agree in writing from time to time.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee and each predecessor Trustee, and their respective agents, employees, officers, stockholders and directors, for and hold them harmless against any and all losses, liabilities, claims, taxes (other than those based on the income of the Trustee), damages or expenses incurred by them arising out of or in connection with the acceptance or administration of its duties under this Indenture and the Security Documents and any Ancillary Security Instrument, including the costs and expenses of enforcing this Indenture and the Note Obligations against the Company and/or the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company or any Holder or any other person) or liability, loss, damage or expense in connection with the exercise or performance of any of its powers or duties hereunder or under the Security Documents or any Ancillary Security Instrument, except to the extent any such loss, liability, claim, damage or expense may be attributable to its gross negligence, bad faith or willful misconduct.  The Trustee shall notify the Company promptly of any claim for which it or any of its agents, employees, officers or shareholders or directors may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The

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Company and the Guarantors shall defend any such claim against the Trustee for which the Trustee is seeking indemnification, and the Trustee shall cooperate in the defense, provided, however, the Trustee and its agents, employees, officers, stockholders and directors may have separate counsel, and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel.  The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld, conditioned or delayed.

The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08.            Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)           the Trustee fails to comply with Section 7.10 hereof;

(b)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Law;

(c)           a Custodian takes charge of the Trustee or its property; or

(d)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction (in the case of the Trustee, at the expense of the Company) for the appointment of a successor Trustee.

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If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10 hereof within 30 days of the Trustee’s receipt of such notice, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the Notes.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement or resignation of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09.            Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.  As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and the Holders of the Notes.

SECTION 7.10.            Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5).  The Trustee is subject to TIA §310(b); provided, however, that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other notes, certificates of interest or participation in other notes of the Company are outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are met.

SECTION 7.11.            Preferential Collection of Claims Against Company.

The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b).  A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE VIII
SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01.            Satisfaction and Discharge of Indenture.

This Indenture shall upon delivery of a written request of an Officer of the Company to the Trustee cease to be of further effect with respect to the Notes (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and the payment, indemnity and contribution obligations of the Company in favor of the Trustee), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this

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Indenture with respect to the Notes, when the Company has paid all sums payable by it under the Indenture and either:

(a)           all such Notes theretofore authenticated and delivered (other than (i) such Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 hereof and (ii) such Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.08 hereof) have been delivered to the Trustee for cancellation; or

(b)           all such Notes not theretofore delivered to the Trustee for cancellation or otherwise have become due and payable or will become due and payable within one year, including pursuant to a notice of redemption given in accordance with Section 3.07, and (i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the purpose and the benefit of the Holders of such Notes, cash in U.S. dollars in an amount as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, premium, if any, and accrued interest) on such Notes not theretofore delivered to the Trustee for cancellation, and (ii) the Company has delivered to the Trustee irrevocable instructions under this Indenture to apply the deposited funds toward the payment of such Notes at their Stated Maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes, the obligations of the Company and the Guarantors to the Trustee under Section 7.07 hereof, and, if U.S. dollars shall have been deposited with the Trustee pursuant to clause (b) of this Section, the obligations of the Company or Trustee under Section 8.02 hereof and Section 8.08 hereof shall survive.

SECTION 8.02.            Application of Trust Money.

Subject to the provisions of Section 8.08 hereof, all money deposited with the Trustee pursuant to Section 8.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, any Additional Interest, and any premium and interest for whose payment such money has been deposited with the Trustee.

SECTION 8.03.            Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, exercise its right under either Section 8.04 or 8.05 hereof with respect to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.04.            Legal Defeasance.

Upon the Company’s exercise under Section 8.03 hereof of the option applicable to this Section 8.04, each of the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.06 hereof, be deemed to have discharged its obligations with respect to all outstanding Notes and, as applicable, its Subsidiary Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness

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represented by the outstanding Notes, and to the extent applicable, represented by the Subsidiary Guarantees, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.07 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes or Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.07 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and interest (including Additional Interest), if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.10 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations to the Trustee under Section 7.07 and (d) this Article VIII.  Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.04 notwithstanding the prior exercise of its option under Section 8.05 hereof.

SECTION 8.05.            Covenant Defeasance.

Upon the Company’s exercise under Section 8.03 hereof of the option applicable to this Section 8.05, each of the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.06 hereof, be released from its obligations under the covenants contained in Article IV hereof (other than those in Sections 4.01, 4.02, 4.05, 4.06, and 4.19) and clauses (iii) and (iv) of Section 5.01 hereof on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder.  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenants, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.03 hereof of the option applicable to this Section 8.05 hereof, subject to the satisfaction of the conditions set forth in Section 8.06 hereof, neither Sections 6.01(f), 6.01(i), 6.01(j) and 6.01(k) hereof nor, with respect to any Person other than the Company, Sections 6.01(g) and 6.01(h) hereof shall constitute Events of Default.

SECTION 8.06.            Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.04 or 8.05 hereof in order to exercise either Legal Defeasance or Covenant Defeasance with respect to the outstanding Notes:

(a)           the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, and premium, if any, and interest (including Additional Interest), if any, on, the outstanding Notes on the Stated Maturity or on the applicable repurchase or redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular repurchase or redemption date;

(b)           in the case of an election under Section 8.04 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee

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confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)           in the case of an election under Section 8.05 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)           no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default arising from a breach of covenants due to the incurrence of Indebtedness the proceeds of which are used to make such deposit) or insofar as Section 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)           the Company shall have delivered to the Trustee an Officers’ Certificate certifying that such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit (other than a Default or an Event of Default arising from a breach of covenants due to the Incurrence of Indebtedness the proceeds of which are used to make such deposit);

(f)            the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(g)           the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(h)           the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.  The Collateral will be released upon a Legal Defeasance in compliance with this Section 8.06.  The Subsidiary Guarantees will be released upon a Legal Defeasance in compliance with this Section 8.06.

SECTION 8.07.            Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.08 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.07, pursuant to Section 8.06 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as

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the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay, and the Company and the Guarantors shall jointly and severally indemnify, the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.06 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company any money or Government Securities held by it as provided in Section 8.06 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and reasonably acceptable to the Trustee (which may be the opinion delivered under Section 8.06(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.08.            Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or premium, if any, or interest and Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest and Additional Interest, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.09.            Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, or if at any time any amounts or securities deposited in accordance with this Article VIII, or amounts or securities paid or otherwise disbursed therefrom, are revoked, terminated, rescinded or reduced or must otherwise be restored or returned upon any event, including the insolvency, bankruptcy or reorganization of the Company or any Restricted Subsidiary, then the Company’s and each Guarantor’s obligations under this Indenture, the Notes and the Security Documents, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article VIII, or as if such deposit or payment or disbursement had not been made, as the case may be; provided, however, that, if the Company makes any payment of principal of, or premium, if any, or interest and Additional Interest, if any, on, any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.            Without Consent of Holders of Notes.

Notwithstanding Sections 9.02 hereof, the Company and the Trustee, as the case may be, may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents without the consent of any Holder of a Note:

(a)           to cure any ambiguity, omission, defect or inconsistency;

(b)           to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Notes by a Successor Company in accordance with Article V hereof;

(c)           to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(d)           to add additional Guarantors under the Indenture or add Collateral with respect to, or to further secure, the Notes, or to release a Guarantor or Collateral (or a portion thereof) to the extent permitted by, and pursuant to the provisions of the Indenture or the Security Documents;

(e)           to add to the covenants of the Company or any Restricted Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power confirmed upon the Company or any Restricted Subsidiary;

(f)            to make any change that does not adversely affect the rights of any Holder of the Notes (and for purposes of the foregoing, any change in the Indenture, the Notes, the Subsidiary Guarantees or the Security Documents made to conform such documents to the description thereof in the Offering Circular shall be deemed not to adversely affect the rights of any Holder of Notes);

(g)           to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(h)           to preserve or perfect the Liens of the Indenture on the Collateral as contemplated by this Indenture or the Security Documents, including in connection with any offering of Additional Notes in accordance with Section 2.16; or

(i)            as otherwise provided in the Indenture or Security Documents, as the case may be.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by a Responsible Officer of the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.

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SECTION 9.02.            With Consent of Holders of Notes.

Except as provided below in this Section 9.02 hereof, the Company and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or any Security Documents with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Subsidiary Guarantees or any Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes).

However, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(a)           reduce the amount of Notes whose Holders must consent to an amendment;

(b)           reduce the rate of or extend the time for payment of interest on any Note;

(c)           reduce the principal of or extend the Stated Maturity of any Note;

(d)           alter the provisions with respect to the redemption or repurchase of the Notes or change the time at which any Note may be redeemed or repurchased as described under Section 4.10, 4.16 or 4.17 (whether through amendment or waiver of provisions in the covenants, definitions, or otherwise);

(e)           make any Note payable in money other than that stated in the Note;

(f)            impair the right of any Holder of the Notes to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(g)           make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions;

(h)           make any change in the ranking or priority of any Note or any Subsidiary Guarantee, or release any Guarantor from its Subsidiary Guarantee except as provided in this Indenture; or

(i)            except as specifically permitted by this Indenture or any Security Documents, release all or substantially all of the Liens on the Collateral.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

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It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

SECTION 9.03.            Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture, the Notes or the Subsidiary Guarantees shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04.            Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 9.05.            Notation on or Exchange of Notes.

The Trustee may but shall not be obligated to place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.            Trustee to Sign Amendments, Etc.

The Trustee shall sign any amended or supplemental indenture (or other amendment of the Security Documents) authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.  Furthermore, no amendment or supplement to the provisions of the Security Documents will impose any obligation on the Trustee or adversely affect the rights of the Trustee in its individual capacity.  The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.  In executing any amended or supplemental indenture or amendment, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment is authorized or permitted by this Indenture.

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ARTICLE X
COLLATERAL AND SECURITY

SECTION 10.01.         Security Documents.

In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an interest payment date, at the maturity date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other Note Obligations under this Indenture, the Notes and the Subsidiary Guarantees, the Company has, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into Security Documents granting the Trustee a Lien on and security interest in the Collateral.

Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the assets or property of such Person that are Collateral.  Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee to enter into the Security Documents and any related Ancillary Security Instruments on its behalf and on behalf of such Holder and to perform its obligations and exercise its rights thereunder and in accordance therewith.

SECTION 10.02.         Recordings and Opinions.

(a)           The Company and the Guarantors shall take or cause to be taker all action necessary or required under the Security Documents or reasonably requested by the Trustee to create, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so reasonably requested by the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law or so requested by the Trustee to preserve and protect the rights of the Holders of Notes under this Indenture and the Security Documents to all property comprising the Collateral.  The Company shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereto or pursuant to the Security Documents.

(b)           The Company shall furnish or cause to be addressed and furnished to the Trustee at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Initial Purchasers relating to any of the Collateral and/or the Security Documents.

(c)           The Company and the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect (whether or not this Indenture is then required to be qualified under the TIA).

(d)           Neither the Company nor any Guarantor shall convey or otherwise transfer any Collateral to any Person other than the Company or a Guarantor unless the Liens on the Collateral created under the Security Documents are released in accordance with this Indenture.

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SECTION 10.03.         Possession, Use and Release of Collateral.

(a)           Each Holder, by accepting a Note, consents and agrees to the provisions of the Security Documents and this Indenture governing the possession, use and release of Collateral.  Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Indenture and the Security Documents.

(b)           Without limiting the provisions of Section 10.03(a) and subject to the provisions of the Security Document applicable to such Collateral:

(i)            unless an Event of Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on any portion of Collateral subject to an Asset Disposition (Collateral so released, the “Released Interest”) upon compliance with the condition that the Company deliver to the Trustee the following:

(A)          a notice from the Company requesting the release of the Released Interest:

(1)           describing the proposed Released Interest;

(2)           stating that the consideration received is at least equal to the fair market value of the Released Interest (if required pursuant to Section 4.10(a)(1));

(3)           stating that the release of such Released Interest will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and

(4)           in the event that any assets other than cash, cash equivalents comprise a portion of the consideration received in such Asset Disposition, specifically describing such assets;

(B)           an Officers’ Certificate stating that:

(1)           such Asset Disposition (i) does not include the disposition of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Dispositions (including Section 4.10);

(2)           all Net Available Cash from the Asset Disposition will be deposited with the Trustee in an Asset Sale Proceeds Account pursuant to the provisions of Section 4.10 (or will otherwise be applied for a use permitted by Section 4.10 substantially concurrently with such Asset Disposition);

(3)           there is no Default in effect or continuing on the date thereof or the date of such Asset Disposition;

(4)           the release of the Collateral will not result in a Default or an Event of Default; and

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(5)           all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with;

(C)           the Net Available Cash and other consideration from the Asset Disposition required to be delivered to the Trustee pursuant to this Indenture;

(D)          all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on all assets (other than Net Available Cash) comprising a portion of the consideration received in such Asset Disposition, if any; and

(E)           all documentation required by the TIA (including without limitation TIA § 314(d) if applicable) prior to the release of Collateral by the Trustee;

(ii)                   the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on all Collateral:

(A)          upon satisfaction and discharge of the Indenture as provided in Section 8.01;

(B)           upon Legal Defeasance as set forth in Sections 8.04, and 8.06, as applicable; or

(C)           with the consent of the Holders of all of the Notes then outstanding;

in each case following delivery to the Trustee of an Officers’ Certificate of the Company to the effect that any of the foregoing has occurred;

(iii)                  unless a Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on any Collateral held in the Asset Sale Proceeds Account upon delivery by the Company to the Trustee of a notice from the Company requesting the release and:

(A)          an Officers’ Certificate stating that:

(1)           there is no Default or Event of Default in effect or continuing on the date thereof;

(2)           the release of such Collateral will not result in a Default or an Event of Default; and

(3)           either:

a.             such Collateral will be applied be applied for a use permitted by Section 4.10 substantially concurrently with such release; or

b.             such Collateral constitutes Excess Proceeds that have been offered to but not accepted by Holders of Notes pursuant to a completed Asset Sale Offer in accordance with Section 4.10;

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(4)           all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with;

(B)           all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on all Additional Assets acquired with such Collateral; and

(C)           all documentation required by the TIA (including without limitation TIA § 314(d) if applicable);

(iv)              unless a Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on Collateral held in the Vessel Acquisition Account in accordance with the terms of the Vessel Acquisition Account Agreement and:

(v)               unless a Default has occurred and is continuing, the Company or the applicable Guarantor will have the right to remain in possession and retain exclusive control of the Collateral (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Trustee, including in an Asset Sale Proceeds Account or in the Vessel Acquisition Account), to freely operate the Collateral and to collect, invest and dispose of any income thereon;

(vi)              so long as no Default has occurred and is continuing or would result therefrom, the Company and the Guarantors may, among other things, without any release or consent by the Trustee, conduct ordinary course activities with respect to the Collateral (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Trustee, including in an Asset Sale Proceeds Account or in the Vessel Acquisition Account) in accordance with the provisions of this Indenture and the applicable Security Documents, including, without limitation,

(A)          transferring any asset subject to the Lien of the Security Documents which has become damaged, worn out or obsolete, and which either has an aggregate fair market value, taken together with all other assets transferred pursuant to this clause (A) since the Issue date of less than $100,000 or is replaced by an asset of substantially equivalent or greater value which becomes subject to the Lien of the Security Documents as Collateral;

(B)           altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; and

(C)           demolishing, dismantling, tearing down, scrapping or abandoning any Collateral if, in the good faith opinion of the Board of the Company, as evidenced by a Board Resolution such demolition, dismantling, tearing down, scrapping or abandonment is in the best interest of the Company or such Guarantor and would not adversely affect in any material respect the rights of the Holders of the Notes under this Indenture and the Security Documents,

The Trustee will execute all documents reasonably requested by the Company to confirm the release from the Lien of this Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with Section 10.03(b).

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Neither the Company nor any Guarantor shall transfer any Collateral to any person other than to the Company, a Guarantor or a Person which will become a Guarantor simultaneously with such transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 10.03 or such transfer has otherwise been conducted in accordance the provisions of this Section 10.03.

(c)           The fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of this Section 10.03 or the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1).

SECTION 10.04.         Suits To Protect Collateral.

Subject to Sections 7.01 and 7.02, the Trustee may, but shall not be obligated to, subject to the provisions of the Security Documents, in its sole discretion and without the consent of the Holders of Notes, on behalf of the Holders of Notes, take all actions it deems necessary or appropriate in order to enforce any of the terms of the Security Documents and collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors under this Indenture, the Notes and the Subsidiary Guarantees.  Subject to the provisions of the Security Documents, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien and security interest created by this Indenture and the Security Documents or be prejudicial to the interests of the Holders or the Trustee).

SECTION 10.05.         Powers Exercisable by Receiver or Trustee.

In case Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X and the Security Documents upon the Company and the Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any Officer or Officers of the Company or a Guarantor required by the provisions of this Article X.

SECTION 10.06.         Determinations Relating to Collateral.

In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto, (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder or under the applicable Security Documents, then, in each such event, the Trustee shall, within ten Business Days, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or

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breach of which the Trustee has become aware.  The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above.  In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.06, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided further that the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 10.07.         Certificates of the Trustee.

In the event that the Company or any Guarantor wishes to release Collateral in accordance with this Indenture and the Security Documents and has delivered the certificates and documents required by this Indenture and the Security Documents, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) if applicable in connection with such release based on the Opinion of Counsel delivered pursuant to Section 12.04.  The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to TIA § 314(d).

SECTION 10.08.         Recording, Registration and Opinions; Trustee’s Disclaimer regarding Collateral.

(a)           As required by the provisions of Section 314(b) of the TIA, the Company and, if applicable, the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens), including without limitation, arranging for the notation of liens on certificates of title, the filing of financing statements, continuation statements, mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders and the Trustee under this Indenture and the Security Documents to all property now or hereafter at any time comprising the Collateral. The Company shall from time to time promptly pay all financing, continuation statements and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Documents.  The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record.

(b)           The Company shall furnish to the Trustee on each anniversary of the Issue Date an Opinion of Counsel, dated as of such date, which complies with TIA § 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recording of appropriate notations on certificates of title evidencing the Liens arising under the Security Documents, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Security Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents under applicable law in those items of Collateral that can be perfected by such notations or the filing, recordings, registrations or delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed and all such other steps taken that are necessary, as of such date and during the succeeding 12 months, fully to create (with respect to any substitute or additional Collateral following the Issuer Date) and maintain the perfection of the security interests of the Trustee hereunder and under the Security

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Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

(c)           Notwithstanding anything to the contrary set forth in this Indenture or in any other Security Document, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise creating, perfecting or maintaining the perfection of any security interest in the Collateral.  The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent, independent contractor or bailee selected by the Trustee in good faith.

Notwithstanding anything to the contrary set forth in this Indenture or in any other Security Document, the Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

SECTION 10.09.         Reflagging Vessels.

Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may:

(a)           Reflag any of its Vessels under the laws of a Permitted Flag Jurisdiction; or

(b)           Reconstitute itself in another jurisdiction or merge with or into another Restricted Subsidiary for the purpose of reflagging a Vessel that it owns or operates pursuant to a bareboat charter so long as at all times each Restricted Subsidiary remains a Person organized and existing under the laws of a Permitted Flag Jurisdiction;

provided, that the Trustee may release the mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the reflagging of such Mortgaged Vessel in another Permitted Flag Jurisdiction only if (i) the owner of the Mortgaged Vessel has executed (A) a mortgage (granting the Trustee a first priority Lien on such Mortgaged Vessel subject only to Permitted Collateral Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing mortgage and related Security Documents to which it is subject, which Mortgage and related Security Documents shall be in appropriate form for recording a registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest therein created, as to which the Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Restricted Subsidiary has made arrangements reasonably satisfactory to the Trustee for recording the mortgage referred to in clause (i) above in the appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable.

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ARTICLE XI
GUARANTEES

SECTION 11.01.         Subsidiary Guarantees.

Subject to Section 11.04 hereof, each Guarantor hereby jointly and severally, unconditionally guarantees, on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that:

(a)           the principal of, and premium, if any, and interest (including Additional Interest), if any, on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and premium, if any, and (to the extent permitted by law) interest (including Additional Interest), if any, on the Notes, and all other Note Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and

(b)           in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration, redemption or otherwise.

Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately.  An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the Note Obligations of the Guarantors hereunder and under the Notes in the same manner and to the same extent as the Note Obligations of the Company hereunder and under the Notes.  This is a guarantee of payment and not of collection, and, to the maximum extent permitted by applicable law, each Guarantor hereby waives and agrees not to assert or take advantage of, and each Guarantor’s liability under its Subsidiary Guarantee shall be absolute and unconditional irrespective of:

(i)                    any right to require the Trustee to proceed against the Company or any other Person or to resort to, proceed against or exhaust any security held by it at any time or to pursue any other remedy in its power before proceeding against such Guarantor;

(ii)                   the defense of the statute of limitations in any action hereunder or for the collection or performance of any of the obligations guaranteed hereunder;

(iii)                  any defense that may arise by reason of the incapacity, lack of authority, death or disability of, or revocation hereof by such Guarantor or the revocation or repudiation of any of the Notes, this Indenture or the Security Documents by the Company, any other Guarantor or any other Person or the failure of any Guarantor to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the Company or any other Person;

(iv)                  the unenforceability in whole or in part of the Notes, this Indenture or the Security Documents or any other instrument, document or agreement;

(v)                   any election, in any proceeding by or against the Company or any other Person under the Bankruptcy Law, of the application of Section 1111(b)(2) of such Code;

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(vi)                  any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law;

(vii)                 demand, presentment, protest and notice of any kind, and notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Company, a Guarantor or any other Person under this or any other instrument, in connection with any of the obligations guaranteed hereunder or any collateral now or hereafter given for any of such obligations;

(viii)                any defense based upon an election of remedies by the Trustee, including, without limitation, an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of such Guarantor or any other Guarantor, or the right of such Guarantor, any other Guarantor or any other Person to proceed against the Company for reimbursement, or both;

(ix)                   any suretyship defense or right of any nature otherwise available to such Guarantor under the laws of any state; and

(x)                    any rights to direct the manner in which, or the order in which, the Trustee must proceed to recover against any collateral given by such Guarantor, any other Guarantor or any other Person to secure the obligations secured hereunder, including, without limitation, any prohibition against obtaining a deficiency judgment and any requirement that any deficiency judgment be obtained only through judicial proceedings.

The Company and the Guarantors are obligated and fully liable for all amounts due under the Note Obligations.  The Trustee has the right to sue on the Note Obligations and obtain a judgment against the undersigned Obligors for satisfaction of all amounts due under the Note Obligations either before, after or without a judicial foreclosure of any Lien on any Collateral.  Each Guarantor hereby acknowledges that none of the Trustee, any Holder and any other Person have a duty to disclose to such Guarantor any facts such Person may now or hereafter know about the Company, regardless of whether such Person has reason to believe that any such facts materially increase the risk beyond that which such Guarantor intends to assume or has reason to believe that such facts are unknown to such Guarantor or has a reasonable opportunity to communicate such facts to such Guarantor, it being understood and agreed that each Guarantor is fully responsible for being and keeping informed of the financial condition of the Company and of all circumstances bearing on the risk of nonpayment or nonperformance of any obligations hereby guaranteed.  Each Guarantor further acknowledges that the suretyship defenses and rights waived hereunder may provide partial or complete defenses to the recovery by the Trustee from such Guarantor and/or grant such Guarantor certain rights, the enforcement or realization of which could reduce or eliminate such Guarantor’s liability hereunder to the Company.

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right to exercise any right of subrogation in relation to the Holders in respect of any Note Obligations guaranteed hereby, until all Note Obligations are paid in full.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed thereby, and (y) in the event of any declaration of acceleration of such Note Obligations as provided in Article VI hereof, such Note Obligations (whether

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or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of its Subsidiary Guarantee.  The Guarantors shall have the right to seek contribution from any non-paying Guarantor pursuant to Section 11.04 hereof after the Notes and the Note Obligations hereunder shall have been paid in full to the Holders under the Subsidiary Guarantees.

SECTION 11.02.         Execution and Delivery of Subsidiary Guarantee or Supplemental Indenture; Notation of Subsidiary Guarantee.

The Subsidiary Guarantee of any Guarantor who is party to the Indenture on the Issue date shall be evidenced by its execution and delivery of the Indenture.  To effect any additional Subsidiary Guarantee, any future Guarantor shall execute and deliver a supplemental indenture substantially in the form of Exhibit E hereto, which supplemental indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each or any Note a notation of such Subsidiary Guarantee.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 11.03.         Termination, Release and Discharge.

(a)           Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets), and whether or not the Guarantor is the surviving corporation in such transaction, to a Person which, after giving effect to such transaction, is not the Company or a Restricted Subsidiary, and which sale or disposition is otherwise in compliance with this Indenture (and for the avoidance of doubt, without regard to the application of Section 11.03(b)), then (i) such Guarantor will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee, the Registration Rights Agreement and subject to compliance with Section 10.03 the Security Documents to which it is a party, (ii) such Subsidiary Guarantee will terminate and (iii) the Liens, if any, on the Collateral encumbered by such Guarantor pursuant to the Security Documents shall be released with respect to the Notes subject to compliance with Section 10.03.  For the avoidance of doubt, the provisions of Section 11.03(b) will have no application to any sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) described in this Section 11.03(a).

(b)           Except as provided in a transaction covered by Section 11.03(a), the Company will not permit any Guarantor to, directly or indirectly, consolidate with or merge with or into any Person (other than the Company or another Guarantor), unless:

(1)           (i) the resulting, surviving or transferee Person will expressly assume, by supplemental indenture substantially in the form of Exhibit E hereto, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement and the Security Documents to which it is a party and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to the surviving entity, together with such financing statements or other filings as may be required to perfect any Liens in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states or such other filing under similar statutes; and (ii) the Company will have delivered to the Trustee

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an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or

(2)           the transaction is made in compliance with Section 4.10.

(c)           Each Guarantor will be deemed released from all its obligations under this Indenture, its Security Documents, its Subsidiary Guarantee and the Registration Rights Agreement, and such Subsidiary Guarantee will terminate, upon (i) the Legal Defeasance of the Notes pursuant to the provisions of Article VIII hereof or (ii) the liquidation or dissolution of such Guarantor.

(d)           Each Guarantor will be released from its obligations under this Indenture, its Security Documents, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary, and such designation complies with the other applicable provisions of this Indenture.

(e)           Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the foregoing has occurred, the Trustee shall execute any documents reasonably required in order to evidence the applicable release and termination.

SECTION 11.04.         Limitation on Guarantor Liability; Contribution.

For purposes hereof, and notwithstanding any term or provision of this Indenture to the contrary, the obligations of each Guarantor hereunder will be limited to the lesser of (i) the aggregate amount of the Note Obligations of the Company and (ii) the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Note Obligations of such other Guarantor, result in the Note Obligations of such Guarantor not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally; provided that, it will be a presumption in any lawsuit or other proceeding in which a Guarantor is a party that the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, representative of creditors of such Guarantor, or debtor in possession or trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Guarantor is the amount set forth in clause (ii) above.  In making any determination as to solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors as set forth below, and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account.

In order to provide for just and equitable contribution among the Guarantors, the Guarantors shall agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the net assets (determined in accordance with GAAP) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to its Subsidiary Guarantee.

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ARTICLE XII
MISCELLANEOUS

SECTION 12.01.         Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the duties imposed by TIA §318(c) shall control.

SECTION 12.02.         Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered to the others’ address as follows:

If to the Company, any Guarantor, any other Obligor or any Subsidiary of the Company:

c/o Britannia Bulk Plc.
Dukes House
32-38 Dukes Place
London EC3A 7LP
United Kingdom
Fax No.:  +44 (0) 20 7623 3233
Attention: Arvid Tage

If to the Trustee:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Fax No.:  +1 302 636 4145
Attention: Corporate Trust Administration/Britannia Bulk

The Company, any Guarantor, or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given:  (i) at the time delivered by hand, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when answered back, if telexed; (iv) when receipt acknowledged, if faxed; and (v) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03.         Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04.         Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a)           an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05.         Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)           a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)           a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)           a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.06.         Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.07.         No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, manager, incorporator, partner, member or stockholder or other owner of Capital Stock of the Company or any of its Subsidiaries, or of any member, partner or stockholder of any such entity, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture or the Security Documents or for any claim

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based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.08.         Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

SECTION 12.09.         Submission to Jurisdiction; Service of Process.

The Company and each Subsidiary Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents, or the transactions contemplated hereby or thereby.  The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  The Company and each Subsidiary Guarantor hereby irrevocably designates and appoints the CT Corporation System (“CT”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CT (or any successor) at its office at 1633 Broadway, New York, New York 10019 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the CT Corporation System, 1633 Broadway, New York, New York 10019, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Subsidiary Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company.  Such designation and appointment shall be irrevocable.  Nothing in this Section 12.09 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions.  The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Indenture or any of the Notes shall be outstanding; provided that the Company may and shall (to the extent CT ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 12.09 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 12.09.  Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York.  Upon the request of any Holder, the Trustee shall deliver such information to such Holder.  To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Indenture, the Notes and the Subsidiary Guarantees, as applicable, to the extent permitted by law.

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SECTION 12.10.         Indemnification for Foreign Currency Judgments.

(a)           The obligations of the Company or any Subsidiary Guarantor to any Holder of Notes or the Trustee shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than United States dollars (the “Agreement Currency”), be discharged only to the extent that on the first Business Day following receipt by such Holder of Notes or the Trustee, as the case may be, of any amount in the Judgment Currency, such Holder of Notes or the Trustee may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency in New York, New York.  If the amount of the Agreement Currency that could be so purchased is less than the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be, in the Agreement Currency, the Company and each Subsidiary Guarantor agrees, as a separate obligation and notwithstanding such judgment, to pay to such Holder of Notes or the Trustee, as the case may be, the difference, and if the amount of the Agreement Currency that could be so purchased exceeds the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be, such Holder of Notes or the Trustee, as the case may be, agrees to pay to or for the account of the Company such excess, provided that such Holder of Notes or the Trustee, as the case may be, shall not have any obligation to pay any such excess as long as a default by the Company or any Subsidiary Guarantor in its obligations in respect of its obligations to pay when due any principal of, or interest, premium, if any, Liquidated Damages, if any, or Additional Amounts, if any, on the Notes, or any other amounts due under this Indenture or the Guarantees has occurred and is continuing, in which case such excess may be applied by such Holder of Notes or the Trustee, as the case may be, to such payment obligations.

(b)           The provisions of this Section 12.10 shall apply irrespective of any indulgence granted to the Company or any Subsidiary Guarantor from time to time and shall continue in full force and effect notwithstanding any payment by or on behalf of the Company or any Subsidiary Guarantor, and any amount due from the Company under this Section 12.10 will be due as a separate payment and shall not be affected by any judgment obtained or claims made for any other sums due under or in respect of this Indenture.

SECTION 12.11.         No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other Indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such Indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.12.         Successors.

Except as expressly provided in this Indenture, all agreements of the Company in this Indenture and the Notes shall bind its successors.  Except as expressly provided in this Indenture, all agreements of each Guarantor in this Indenture and the Subsidiary Guarantees shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.13.         Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

95

SECTION 12.14.         Counterpart Originals.

The parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 12.15.         Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.16.         Language of Notices, Etc.

Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture, the Notes or the Security Documents shall be in the English language.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed and delivered all as of the date and year first written above.

SIGNATURES

Dated as of November 16, 2006

BRITANNIA BULK PLC
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Chairman, Chief Executive Officer and Director
WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Mary St Amand
Name:	Mary St Amand
Title:	Vice President
The Guarantors:
GREAT BELT SHIPPING COMPANY, S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
FLAGSHIP MARITIME, S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BALTIC NAVIGATION CO., S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director

Signature Page

NORTHERN STAR NAVIGATION, S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BRITANNIA BULK, S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BBL DENMARK HOLDING A/S
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
DANMAR SHIPPING, S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BRITANNIA BULKERS PLC
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director

Signature Page

SVENDBORG SHIP MANAGEMENT A/S
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BRITANNIA BULKER A/S
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
SVENDBORG MARINE SURVEYORS A/S
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
BRITANNIA BULK DK A/S
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director
INSPECCIONES MARITIMAS S.A.
By:	/s/ Arvid Tage
Name:	Arvid Tage
Title:	Director

Signature Page

SCHEDULE A

SECURITY DOCUMENTS

1.Vessel Acquisition Account Agreement and Security Agreement dated as of November 16, 2006, by and between the Company and Wilmington Trust Company, in its capacity as the Trustee.

2.Securities Account Control Agreement dated as of November 16, 2006, by and among the Company, Wilmington Trust Company, in its capacity as the Trustee and Wilmington Trust Company, in its capacity as the and the Securities Intermediary.

3.Deposit Account Control Agreement dated as of November 16, 2006, by and among Britannia Bulk plc, Wilmington Trust Company, in its capacity as the Trustee, and Wilmington Trust Company, in its capacity as the Depositary.

4.Owner’s Mortgage Deed (“ejerpantebrev”), dated as of November 16, 2006, in each of Bregninge II, Troense II, Vindeby II, Drejø II, Hjortø II, Siø II, Skarø II and Iholm II (collectively, the “Danish Vessels”).

5.Pledge of Owner’s Mortgage Deed in Danish Vessels (“håndpantsætningserklæring”) in favor of Wilmington Trust Company (the “Trustee”).

8.Negative pledge with regard to Vessels to be registered in the Danish Ship Register/Danish International Ship Register dated as of November 16, 2006 (“Addendum 2”).

9.Assignment of Contract Rights and Receivables dated as of November 16, 2006, by and between the Britannia Bulk DK A/S and the Trustee on behalf of the Finance Parties.

10.Assignment of Insurances dated as of November 16, 2006, by and between the Britannia Bulk DK A/S and the Trustee.

11.Negative pledges preventing mortgages according to the Danish Act on Public Registration (Tinglysningsloven) dated as of November 16, 2006, concerning each of BBL Denmark Holding A/S, Britannia Bulk DK A/S, Britannia Bulkers A/S, Svendborg Ship Management A/S and Svendborg Marine Surveyors A/S.

12.First Preferred Ship Mortgages dated as of November 16, 2006, as to each of M.V. Discovery II, M.V. Challenger II, M.V. Explorer II, M.V. Adventure II and M.V. Voyager II (collectively the “Panamanian Vessels”) to be executed by the respective owner of such Panamanian Vessel.

13.Assignment of Earnings dated as of November 16, 2006, as to each Panamanian Vessel to be executed by the respective owner of such Panamanian Vessel.

14.Assignment of Insurance dated as of November 16, 2006, as to each Panamanian Vessel to be executed by the respective owner of such Panamanian Vessel.

15.Power of Attorney dated as of November 16, 2006, from Wilmington Trust Company to Philips & Partners law firm.

EXHIBITS

Exhibit AFORM OF NOTE

Exhibit BFORM OF CERTIFICATE OF TRANSFER

Exhibit CFORM OF CERTIFICATE OF EXCHANGE

Exhibit DFORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit EFORM OF SUPPLEMENTAL INDENTURE — ADDITIONAL SUBSIDIARY GUARANTEES

EXHIBIT A

(Face of Note)

THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  THE ISSUE DATE OF THIS SECURITY IS NOVEMBER 16, 2006 AND THE YIELD IS 12.75%, COMPOUNDED SEMI-ANNUALLY UP TO DECEMBER 1, 2011.  FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $936.22 AND THE TOTAL ORIGINAL ISSUE DISCOUNT OVER THE TERM OF THIS NOTE IS $63.78.

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

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CUSIP/ISIN                     

11% Senior Secured Notes due 2011

No. [    ]                                                                                                                                                ;                                 $                

BRITANNIA BULK PLC

For value received, Britannia Bulk Plc, a public limited company incorporated under the laws of England and Wales, promises to pay to                                                         

or registered assigns,

the principal sum of                                                             

U.S. dollars [in Global Note -, as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto] on December 1, 2011.

Interest Payment Dates: December 1 and June 1, commencing June 1, 2007.

Record Dates:  May 15 and November 15.

Additional provisions of this Note are set forth in the other side of this Note.

IN WITNESS WHEREOF, Britannia Bulk Plc has caused this Note to be duly signed and delivered by its duly authorized office.

BRITANNIA BULK PLC

By:

Name:

Title:

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TRUSTEE’S CERTIFICATE
OF AUTHENTICATION

This is one of the 11% Senior Secured Notes due 2011 referred to in the within-mentioned Indenture:

WILMINGTON TRUST COMPANY
as Trustee
By:	Dated:
Authorized Signatory

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(Back of Note)

11% Senior Secured Notes due 2011

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.             Interest.  Britannia Bulk Plc, a public limited company incorporated under the laws of England and Wales, (the “Company”), promises to pay interest on the principal amount of this Note at a rate of 11% per annum.  The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), and at maturity, provided that the first Interest Payment Date shall be June 1, 2007.  Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid on the Notes, from November 16, 2006.  The Company shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at 1% over the rate borne on the Notes; it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at 1% over the same rate, in each case, to the extent lawful.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.             Method of Payment.  The Company will pay interest on the Notes (except defaulted interest) and Additional Interest to the Persons who are registered Holders of Notes at the close of business on the May 15 and November 15 next preceding the Interest Payment Date, even if such Notes are canceled on registration of transfer or exchange after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium and Additional Interest, if any, and interest at the office or agency of the Company maintained for such purpose within the United States of America, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest, premium and Additional Interest on, all Global Notes.  Such payment shall be 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.

3.             Paying Agent and Registrar.  Initially, Wilmington Trust Company, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

4.             Indenture.  The Company issued the Notes under an Indenture dated as of November 16, 2006 (“Indenture”) between the Company, the Guarantors and the Trustee, as the same may be amended, modified or supplemented from time to time.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling to the extent not prohibited by applicable law.

5.             Optional Redemption.  The Notes may be redeemed at the Company’s option to the extent and at the prices set forth in Article III of the Indenture.

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6.             Notice of Redemption.  Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest and Additional Interest, if any, cease to accrue on Notes or portions thereof called for redemption.

7.             Mandatory Redemption.  The Company shall not be required to make mandatory redemption payments with respect to the Notes, but may be required to offer to purchase Notes as described in the Indenture.

8.             Collateral and Security.  The Notes and the Subsidiary Guarantees will be secured by first priority Liens on Collateral (subject to Permitted Collateral Liens), granted to the Trustee for the benefit of the Holders of the Notes, as provided in the Indenture and the Security Documents.

9.             Repurchase at Option of Holder.

(a)           The Indenture provides that upon the occurrence of a Change of Control or an Asset Disposition and in certain other circumstances specified in the Indenture, and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

(b)           Holders of Notes that are the subject of such an offer to purchase will receive a notice from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

10.           Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in minimum denominations of $100,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

11.           Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.

12.           Amendment, Supplement and Waiver.  Without the consent of any Holder of a Note, the Indenture, the Notes and the Security Documents may be amended or supplemented by the Company, Guarantors and the Trustee for certain specified purposes, including among other things, to cure any ambiguity, omission, defect or inconsistency, to maintain the qualification of the Indenture under the TIA, and to make changes that do not adversely affect the rights of any Holder.  Subject to certain exceptions requiring the consent of all Holders of the particular Notes to be affected, the Indenture, the Notes and the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes.

13.           Restrictive Covenants.  The Indenture imposes certain limitations on the ability of the Company, the Guarantors and the Restrictive Subsidiaries to, among other things, Incur additional Indebtedness, make payments in respect to their Capital Stock or certain Indebtedness, make certain

A-5

Investments, create or incur Liens, engage in certain activities, enter into transactions with Affiliates, enter into agreements restricting the ability of Restricted Subsidiaries to pay dividends or make distributions, merge or consolidate with other Persons or transfer assets.  Such limitations are subject to a number of important qualifications and exceptions.  Pursuant to Section 4.04 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations.

14.           Defaults and Remedies.  Events of Default are set forth in the Indenture.  Subject to certain limitations, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the Accreted Value of all the Notes to be due and payable immediately.  Notwithstanding the foregoing, if an Event of Default arises from certain events of bankruptcy or insolvency, the Accreted Value of all outstanding Notes will become due and payable without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Under certain circumstances, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes.  The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

15.           Trustee Dealings with Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for, the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16.           No Recourse Against Others.  A director, officer, employee, manager, incorporator, partner, member or stockholder of the Company or any Subsidiary of the Company or any Guarantor, as such, shall not have any liability for any obligations of the Company or Guarantors under the Notes, the Subsidiary Guarantees, the Indenture or the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

17.           Subsidiary Guarantees.  The Notes will be entitled to the benefits of certain Subsidiary Guarantees that may be made for the benefit of the Holders.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

18.           Security Documents.  The Note will be entitled to the benefits of the Security Documents described in the Indenture, subject to the limitations therein.

19.           Authentication.  This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent.

20.           Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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21.           Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders of Initial Notes shall have all the rights set forth in the Registration Rights Agreement dated as of November 16, 2006, among the Company and the parties named on the signature pages.

22.           CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture, the Registration Rights Agreement and/or the Security Documents.  Requests may be made to:

Britannia Bulk Plc

Dukes House

32-38 Dukes Place

London  EC3A 7LP

United Kingdom

Attention:  Chief Executive Officer

23.           Governing Law.  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE.

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Assignment Form

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                       to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to 4.10 or 4.17 of the Indenture, check the box below:

oSection 4.10       oSection 4.16       oSection 4.17       oSection 4.18

If you want to elect to have only part of the Note purchased by the Company pursuant to  Section 4.10 or Section 4.16, 4.17 or 4.18 of the Indenture, state the amount you elect to have purchased:

$                                                                

Date:

Your Signature:

(Sign exactly as your name appears on the face of the Note)

Tax Identification No.:                                                                                                                                             

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal
Amount of this
Global Note Amount of
increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
following such
decrease (or
increase) Signature of
authorized
signatory of
Trustee or Note
Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Britannia Bulk Plc

Dukes House

32-38 Dukes Place

London  EC3A 7LP

United Kingdom

Attention:  Chief Financial Officer

Wilmington Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890

Fax No.: +1 302 636 4145

Attention: Corporate Trust Administration/Britannia Bulk

Re: Britannia Bulk Plc 11% Senior Secured Notes due 2011

Reference is hereby made to the Indenture, dated as of November 16, 2006 (the “Indenture”), between Britannia Bulk Plc, as issuer (the “Company”), and Wilmington Trust Company, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                          (the “Transferor”), owns and proposes to transfer the Note[s] or interest in such in such Note[s] specified in Annex A hereto, in the principal amount of $               in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.             o  Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.             o  Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was

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outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.             o  Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)           o  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)           o  such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)           o  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or

(d)           o  such Transfer is being effected to an accredited investor within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”) or pursuant to another exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby certifies that the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by, if the Transfer is to an Institutional Accredited Investor, a certificate executed by the Transferee in the form of Exhibit D to the Indenture.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4.             o  Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)           o  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or

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Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)           o  Check if Transfer is Pursuant to Regulation S.  (i) The transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)           o  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.             The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)           o  a beneficial interest in the:

(i)            o  144A Global Note (CUSIP                         ), or

(ii)           o  Regulation S Global Note (CUSIP                         ); or

(iii)          o  IAI Global Note (CUSIP                           ); or

(b)           o  a Restricted Definitive Note.

2.             After the Transfer the Transferee will hold:

[CHECK ONE]

(a)           o  a beneficial interest in the:

(i)            o  144A Global Note (CUSIP                        ), or

(ii)           o  Regulation S Global Note (CUSIP                        ), or

(iii)          o  IAI Global Note (CUSIP                          ); or

(iv)          o  Unrestricted Global Note (CUSIP                         ); or

(b)           o  a Restricted Definitive Note.

(c)           o  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Britannia Bulk Plc

Dukes House

32-38 Dukes Place

London  EC3A 7LP

United Kingdom

Attention:  Chief Financial Officer

Wilmington Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890

Fax No.:  +1 302 636 4145

Attention: Corporate Trust Administration/Britannia Bulk

Re:  Britannia Bulk Plc 11% Senior Secured Notes due 2011

(CUSIP/ISIN)

Reference is hereby made to the Indenture, dated as of November 16, 2006 (the “Indenture”), between Britannia Bulk Plc, as issuer (the “Company”) and Wilmington Trust Company, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of                      in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)           o   Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)           o   Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted

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Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]

By:

Name:

Title:

Dated:

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EXHIBIT D

FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

[Note:  As of the Issue Date, no CUSIP or ISIN number has been obtained
for an IAI Note, and, among other conditions, the Note contemplated in this Form
will require the issuance of a separate CUSIP/ISIN number]

Britannia Bulk Plc

Dukes House

32-38 Dukes Place

London  EC3A 7LP

United Kingdom

Attention:  Chief Financial Officer

Wilmington Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890

Fax No.:  +1 302 636 4145

Attention: Corporate Trust Administration/Britannia Bulk

Re: Britannia Bulk Plc 11% Senior Secured Notes due 2011

Reference is hereby made to the Indenture, dated as of November 16, 2006 (the “Indenture”), between Britannia Bulk Plc, as issuer (the “Company”), and Wilmington Trust Company, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a)           o            a beneficial interest in a Global Note, or

(b)           o            a Definitive Note,

we confirm that:

1.we are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the Securities Act (an “institutional accredited investor”);

2.(A) any purchase of the Notes by us will be for our own account or for the account of one or more other institutional accredited investors or as fiduciary for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under the Securities Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the meaning of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other institution described in Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment discretion;

D-1

3.we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing Notes;

4.we are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdictions, provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary shall remain at all times within our control;

5.we have received a copy of the Offering Circular relating to the offering of the Notes and acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the Notes; and

6.(A) we are not an employee benefit plan or other arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include assets of such a plan or arrangement (pursuant to 29 C.F.R. Section 2510.3-101 or otherwise), and we are not purchasing (and will not hold) the Notes on behalf of, or with the assets of, any such plan, arrangement or entity; or (B) our purchase and holding of the Notes are completely covered by the full exemptive relief provided by U.S. Department of Labor Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14.

We understand that the Notes were offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act or any state securities laws, and they were offered for resale in transactions not requiring registration under the Securities Act.  We agree, on our own behalf, and on behalf of each account for which we acquire any Notes, that if in the future we decide to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (a) to the Company or a subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act, (c) inside the United States to a person who is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (d) inside the United States, to an institutional accredited investor that, prior to such transfer, furnishes to the trustee, a signed letter similar to this letter containing certain representations relating to restrictions on transfer of the note evidenced hereby, (e) pursuant to offers and sales to Non-U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act, or (f) pursuant to another available exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of any State or any other applicable jurisdiction and in accordance with the legends set forth on the Notes.  We further agree to provide any person purchasing any of the Notes other than pursuant to clause (b) above from us a notice advising such purchaser that resales of such securities are restricted as stated herein.  We understand that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with.  We further understand that any Notes we receive will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of this paragraph.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

We acknowledge that you and the Company will rely upon the truth and accuracy of our acknowledgments, confirmations and agreements in this letter.  Further, we acknowledge and agree that you and the Company are irrevocably authorized to produce this letter or a copy hereof to any interested

D-2

party in any administrative or legal proceedings or, official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]

By:

Name:

Title:

Dated:

D-3

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of             , 20    among Britannia Bulk Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), [name of Guarantor] (the “Guarantor”), and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented and in effect, the “Indenture”), dated as of November 16, 2006, providing for the issuance of its 11% Senior Secured Notes due 2011;

WHEREAS, Article XI of the Indenture provides that under certain circumstances the Company may or must cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to Guarantee.  The Guarantor hereby agrees, jointly and severally with all other Guarantors, to unconditionally guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all of the provisions of the Indenture applicable to a Guarantor thereunder and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.             No Recourse Against Others.  No past, present or future director, officer, employee, manager, incorporator, partner, member, agent, shareholder or other owner of Capital Stock of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

E-1

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5.             Severability Clause.  In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

6.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

8.             Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

9.             The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the New Guarantor.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

BRITANNIA BULK PLC

By:

Name:

Title:

[EXISTING GUARANTORS]

By:

Name:

Title:

[NEW GUARANTOR]

By:

Name:

Title:

E-2

WILMINGTON TRUST COMPANY, as Trustee

By:

Name:

Title:

E-3

EX-4.4

Exhibit 4.4

FIRST SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 6, 2007 among Britannia Bulk Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the existing guarantors listed on the signature pages hereto (the “Existing Guarantors”), the new guarantors listed on the signature pages hereto (the “New Guarantors” and, collectively, with the Existing Guarantors, the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented and in effect, the “Indenture”), dated as of November 16, 2006, providing for the issuance of its 11% Senior Secured Notes due 2011;

WHEREAS, Article XI of the Indenture provides that under certain circumstances the Company may or must cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to Guarantee.  The New Guarantors hereby agree, jointly and severally with all other Guarantors, to unconditionally guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all of the provisions of the Indenture applicable to a Guarantor thereunder and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.             No Recourse Against Others.  No past, present or future director, officer, employee, manager, incorporator, partner, member, agent, shareholder or other owner of Capital Stock of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5.             Severability Clause.  In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

6.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

8.             Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

9.             The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the New Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

BRITANNIA BULK PLC
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Managing Director

WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Denise M. Geran
Name:	Denise M. Geran
Title:	Vice President

Existing Guarantors:

GREAT BELT SHIPPING COMPANY, S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director

FLAGSHIP MARITIME, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director

BALTIC NAVIGATION CO., S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director

NORTHERN STAR NAVIGATION, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director

BRITANNIA BULK, S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director

BBL DENMARK HOLDING A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

DANMAR SHIPPING, S.A.
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Director

BRITANNIA BULKERS PLC
By:	/s/ David Znak
Name:	David Znak
Title:	Director

SVENDBORG SHIP MANAGEMENT A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

BRITANNIA BULKER A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

SVENDBORG MARINE SURVEYORS A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

BRITANNIA BULK DK A/S
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

INSPECCIONES MARITIMAS S.A.
By:	/s/ C. J. Hanson
Name:	C. J. Hanson
Title:	Authorized Signatory

New Guarantors:

INTERNATIONAL BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director

ATLANTIC BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory

UNITY BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory

WESTERN BULK SERVICES S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director

CHANNEL BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory

EX-4.5

Exhibit 4.5

SECOND SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 9,, 2007 among Britannia Bulk Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the existing guarantors listed on the signature pages hereto (the “Existing Guarantors”), the new guarantors listed on the signature pages hereto (the “New Guarantors” and, collectively, with the Existing Guarantors, the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented and in effect, the “Indenture”), dated as of November 16, 2006, providing for the issuance of its 11% Senior Secured Notes due 2011;

WHEREAS, Article XI of the Indenture provides that under certain circumstances the Company may or must cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to Guarantee.  The New Guarantors hereby agree, jointly and severally with all other Guarantors, to unconditionally guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all of the provisions of the Indenture applicable to a Guarantor thereunder and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.             No Recourse Against Others.  No past, present or future director, officer, employee, manager, incorporator, partner, member, agent, shareholder or other owner of Capital Stock of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5.             Severability Clause.  In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

6.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

8.             Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

9.             The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the New Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

BRITANNIA BULK PLC
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Managing Director
WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Denise M. Geran
Name:	Denise M. Geran
Title:	Vice President
Existing Guarantors:
GREAT BELT SHIPPING COMPANY, S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director
FLAGSHIP MARITIME, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director
BALTIC NAVIGATION CO., S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director

NORTHERN STAR NAVIGATION, S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director
BRITANNIA BULK, S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director
BBL DENMARK HOLDING A/S
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory
DANMAR SHIPPING, S.A.
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Director
BRITANNIA BULKERS PLC
By:	/s/ David Znak
Name:	David Znak
Title:	Director
SVENDBORG SHIP MANAGEMENT A/S
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory

BRITANNIA BULKER A/S
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory
SVENDBORG MARINE SURVEYORS A/S
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory
BRITANNIA BULK DK A/S
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory
INSPECCIONES MARITIMAS S.A.
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Authorized Signatory
INTERNATIONAL BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Director
ATLANTIC BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory

UNITY BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory
WESTERN BULK SERVICES S.A.
By:	/s/ David Znak
Name:	David Znak
Title:	Director
CHANNEL BULK SERVICES S.A.
By:	/s/ Serguei Zoudov
Name:	Serguei Zoudov
Title:	Authorized Signatory
New Guarantors:
NAVIGATOR BULK SERVICES S.A.
By:	/s/ C.J. Hanson
Name:	C.J. Hanson
Title:	Director

EX-5.1

Exhibit 5.1

[VINSON & ELKINS LETTERHEAD]

Britannia Bulk Plc.
Dexter House,
2 Royal Mint Court,
London EC3N 4QN
United Kingdom

Ladies and Gentlemen:

We have acted as United States counsel for Britannia Bulk Plc, a company incorporated under the laws of England and Wales (the “Company”) and certain of its subsidiaries with respect to the preparation of the Registration Statement on Form F-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of (i) the offer and exchange (the “Exchange Offer”) by the Company of $185,000,000 aggregate principal amount of its 11% Senior Secured Notes due 2016 (the “Outstanding Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “Exchange Notes”) and (ii) the guarantees (the “Guarantees”) of certain subsidiaries of the Company listed in the Registration Statement as guarantors of the Outstanding Notes and the Exchange Notes.

The Outstanding Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated as of November 16, 2006 (the “Indenture”), among the Company, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee. The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture (iii) the First Supplemental Indenture dated February 6, 2007 (the “First Supplemental Indenture”) among the Company, the Subsidiary Guarantors and the Trustee, (iv) the Second Supplemental Indenture dated February 9, 2007 (the “Second Supplemental Indenture”) among the Company, the Subsidiary Guarantors and the Trustee, (v) a specimen of the Outstanding Notes, (vi) the form of the Exchange Notes contained in the Indenture, (vii) the form of the Guarantee issued be each of the Subsidiary Guarantors, and (viii) such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed (x) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and (y) the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as

originals and the conformity with the originals of all documents submitted to us as copies.

With respect to the opinions set forth below, we have relied solely upon the opinions of (i) Vinson & Elkins R.L.L.P., as special counsel to the Company and Britannia Bulkers plc, a company incorporated under the laws of England and Wales (the “UK Guarantor”), for English law matters, (ii) Kromann Reumert, as special counsel to the Company and BBL Denmark Holding A/S, a company incorporated under the laws of Denmark, Britannia Bulkers A/S, a company incorporated under the laws of Denmark, Britannia Bulk DK A/S, a company incorporated under the laws of Denmark, Svendborg Ship Management A/S, a company incorporated under the laws of Denmark, Svendborg Marine Surveyors, a company incorporated under the laws of Denmark (collectively, the Danish Guarantors”), (iii) Vives Y Asociados, as special counsel to the Company and Britannia Bulk S.A, a company incorporated under the laws of Panama, Danmar Shipping S.A., a company incorporated under the laws of Panama, Flagship Maritime S.A., a company incorporated under the laws of Panama, Northern Star Navigation S.A., a company incorporated under the laws of Panama, Baltic Navigation Company S.A., a company incorporated under the laws of Panama, Great Belt Shipping Company S.A., a company incorporated under the laws of Panama, International Bulk Services S.A., a company incorporated under the laws of Panama, Unity Bulk Services S.A., a company incorporated under the laws of Panama, Channel Bulk Services S.A., a company incorporated under the laws of Panama, Western Bulk Services S.A., a company incorporated under the laws of Panama, Atlantic Bulk Services S.A., a company incorporated under the laws of Panama, Navigator Bulk Services, a company incorporated under the laws of Panama (collectively, the “Panamanian Guarantors”), in each case, dated the date hereof, a copy of each of which is being filed as an exhibit to the Registration Statement, as to matters of the laws of England and Wales, Denmark and Panama, respectively, with respect to each of (x) the UK Guarantor, Danish Guarantors and Panamanian Guarantors being duly incorporated or organized, validly existing and in good standing under the laws of its respective jurisdiction of organization or incorporation, and (y) the U.K. Guarantor, Danish Guarantors and the Panamanian Guarantors having duly authorized and executed the Indenture and its respective Guarantees, in each case, as set forth in such opinions. The UK Guarantor, Danish Guarantors and Panamanian Guarantors herein referred to as the “Subsidiary Guarantors.”

Based on the foregoing, we are of the opinion that:

(a)                When the Exchange Notes have been duly executed by the Company and authenticated by the Trustee as provided in the Indenture, issued and delivered in exchange for the Outstanding Notes as described in the Registration Statement, (i) such Exchange Notes will be legally issued and delivered by the Company and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and will be enforceable against the Company in accordance with their terms; and

(b)           the Indenture is a valid and binding obligation of the Issuer and the Subsidiary Guarantors, enforceable against the Issuer and Subsidiary Guarantors in accordance with its terms.

Our opinions concerning the enforceability of the Indenture are the Exchange Notes are subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights and remedies generally, and that enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), an implied covenant of good faith and fair dealing and the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.  In addition, we express no opinion concerning the enforceability of the following provisions to the extent that they are contained in the Exchange Notes or the Indenture: (a) provisions providing for indemnification or contribution; (b) provisions purporting to waive, or not give effect to, rights to notices, immunities, defenses or other rights or benefits that cannot be effectively waived under applicable law; (c) provisions affecting submission to jurisdiction, venue or service of process; (d) provisions purporting to create a separate right of action to recover a deficiency arising out of a judgment denominated in a currency other than United States dollars; or (e) provisions that require or relate to the payment of interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture.

The opinions expressed herein are limited exclusively to the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.”  By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/   Vinson & Elkins L.L.P.

EX-5.2

Exhibit 5.2

[VINSON & ELKINS R.L.L.P. LETTERHEAD]

14 February 2007

Britannia Bulk Plc

Dexter House

2 Royal Mint Court

London

EC3N 4QN

United Kingdom

Ladies and Gentlemen

Britannia Bulk Plc

We have acted inter alia, as English counsel for Britannia Bulk Plc, a company incorporated under the laws of England and Wales (the “Issuer”) and Britannia Bulkers Plc, a company incorporated under the laws of England and Wales (the “Guarantor” and together with the Issuer, the “Registrants”) in connection with the filing by the Registrants under the Securities Act of 1933, as amended (the “Act”) of a registration statement on Form F-4 (the “Registration Statement” with the United States Securities and Exchange Commission (the “Commission”). Pursuant to the Registration Statement, an aggregate principal amount of up to $185,000,000 of the Issuer’s 11% Senior Secured Notes due 2011, guaranteed by the Guarantor and certain other subsidiary guarantors (the “Outstanding Notes”), are exchangeable for up to a like principal amount of 11% Senior Secured Notes due 2011, guaranteed by the Guarantor and certain other subsidiary guarantors (the “Exchange Notes”) as registered with the Commission. The Outstanding Notes were and the Exchange Notes will be, issued pursuant to an Indenture (the “Indenture”) dated 16 November 2006 among the Issuer, the Guarantor, certain subsidiaries of the Company listed in the Registration Statement as guarantors, and Wilmington Trust, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture dated 6 February 2007 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated 9 February 2007 (the “Second Supplemental Indenture”).  The Exchange Notes and the Outstanding Notes are hereinafter collectively referred to as the “Notes”.

1.DOCUMENTS

1.1For the purposes of giving this opinion, we have only examined copies of the documents listed below and have relied upon the statements as to factual matters (and assumed such statements are correct) contained in or made pursuant to each of them:

(i)the Registration Statement;

(ii)the Indenture;

(iii)the First Supplemental Indenture;

(iv)the Second Supplemental Indenture;

(v)a specimen of the Outstanding Notes;

(vi)the form of Exchange Notes contained in the Indenture;

(vii)the form of guarantee to be issued by the Guarantor relating to the Issuer’s obligations under the Exchange Notes (the “Guarantee”); and

(viii)such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

The documents listed in (i) – (viii) above are collectively referred to as the “Documents”.

1.2Except as mentioned above, we have not examined any agreements, instruments, records or other documents whatsoever relating to the Issuer and have not made any other enquiries or investigations concerning the Issuer in connection with the giving of this opinion.

2.OPINION LIMITED TO THE LAWS OF ENGLAND AND WALES

2.1The opinion set out herein relates only to the laws of England and Wales as the same are in force at the date hereof.  We do not purport to give any opinion as to the laws of any other jurisdiction including but not limited to, New York.

2.2This opinion is limited to the facts and circumstances known to us which are subsisting at the date hereof.

2.3Furthermore, we express no opinion as to matters of fact and our opinion is to be construed in accordance with and is governed by the laws of England and Wales.

3.ASSUMPTIONS

In rendering the opinions expressed below, we have assumed:

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3.1legal capacity of all individuals, the genuineness of all signatures on the Documents and the completeness and the conformity to original documents, of all copies (including faxed copies) submitted to us and the authenticity of such original documents;

3.2that the obligations described in the Documents and all other documents entered into, or to be entered into, pursuant thereto (in each case, including, without limitation, all transfers, novations, assignments, assumptions and accessions thereof) create and constitute the valid, legally binding and enforceable obligations of each of the parties thereto (other than in respect of the laws of England and Wales);

3.3that there are no laws of any jurisdiction outside England and Wales which would be contravened by the execution, delivery or performance of any of the Documents or any other documents entered into (or to be entered into) in connection therewith by each of the parties thereto respectively, or by the enforcement thereof by or against any of such parties;

3.4the accuracy, currency and sufficiency of information held at and disclosed by U.K. Companies House;

3.5that the parties to the documents listed in paragraph 1.1 above are duly incorporated (other than in respect of the laws of England and Wales); and

3.6that the Exchange Notes and the Guarantee will be issued in substantially and materially the form reviewed by us.

4.OPINION

On the basis of the foregoing and subject to the qualifications set out below, we are of the opinion that, under the laws of England and Wales at the date of this opinion:

4.1each of the Registrants is a public limited company duly organised and validly existing under the laws of England and Wales;

4.2execution and issue of the Guarantee has been duly authorised by all necessary corporate action of the Guarantor;

4.3execution and issue of the Exchange Notes has been duly authorised by all necessary corporate action of the Issuer;

4.4the Guarantee will, when the Exchange Notes are authenticated in accordance with the provisions of the Indenture and duly executed be of a type of legal document normally enforceable in the English Courts; and

4.5the Exchange Notes will, when authenticated in accordance with the provisions of the Indenture and duly executed be of a type of legal document normally enforceable in the English Courts.

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5.QUALIFICATIONS AND RESERVATIONS

5.1Our opinions are subject in all respects to the following qualifications, exceptions, assumptions and limitations.

5.2As used in this opinion, the term “enforceable” means that the relevant obligation or document is of a type and form enforced by the English Courts.  It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the English Courts and other principles of law and equity of general application.

5.3By way of example only (and without limitation to the generality of the preceding paragraph):

(a)the opinions expressed herein as to validity, binding effect or enforceability are subject to the effect of dissolution, winding-up, liquidation, insolvency, bankruptcy, reorganisation, moratorium or other similar circumstances and/or laws generally affecting the rights of creditors and to the application of equitable principles (whether in equity or at law) including the concepts of materiality, reasonableness, good faith and fair dealing; and

(b)such opinions are qualified as follows:

(i)an English Court applying such principles of equity, among other things, might not allow the declaration of an event of default based upon an event deemed immaterial or might not require a party to perform certain covenants;

(ii)the enforcement of the rights and obligations of the parties to the Documents may be limited by the provisions of the laws of England and Wales concerning frustration of contracts;

(iii)claims may become barred under the Limitation Acts or may become subject to defences of set-off, counterclaim or estoppel (whether by conduct or representation);

(iv)an English Court would not give effect to obligations providing for the payment of interest or damages if the amount expressed as being payable were a penalty or in the nature of a penalty;

(v)to the extent that any operative provision of the Documents is reliant on another contract, or a provision in another contract, and such provision or such contract is held to be void then such operative provision, to the extent of such reliance, would also be unenforceable;

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(vi)any determination or certificate made or given pursuant to any provision of any of the Documents which provides for such determination or certificate to be final conclusive or binding might be held under English law not to be final conclusive or binding if such determination or certificate could be shown to have been incorrect unreasonable or arbitrary or not to have been given or made in good faith;

(vii)an English Court may stay proceedings if concurrent proceedings are being brought elsewhere; and

(viii)an English Court may not give effect to a purported obligation to pay another party’s litigation costs and may make its own order as to costs.

5.4We express no opinion as to whether any equitable remedies, and in particular an order for specific performance or an injunction, would be available in respect of any of the obligations set out in the Documents or whether any specific remedy, other than monetary damages, would be available.

5.5We express no opinion with respect to the validity, binding effect or enforceability of the following provisions to the extent that the same are contained in the Documents:

(a)provisions restricting access to courts or to legal or equitable remedies;

(b)provisions purporting to waive, subordinate or not give effect to rights to notice, demands, legal defences, damages or other rights or benefits that cannot be waived, subordinated or rendered ineffective under applicable law;

(c)provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability to the extent that the same are inconsistent with laws or public policy;

(d)provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, wilful misconduct or unlawful conduct;

(e)provisions relating to severability or subrogation;

(f)provisions relating to rights of set off;

(g)provisions relating to powers of attorney or purporting to grant any party to any Document the power to take actions on behalf of another party for a party’s benefit or protection to the extent such party could not otherwise take such actions;

5

(h)provisions providing that decisions by a party are conclusive or are based upon such party’s sole or absolute discretion;

(i)provisions requiring waivers, amendments or consents to be in writing or purporting to establish evidentiary standards for suits or proceedings to enforce the Documents;

(j)provisions purporting to specify or dictate any interpretation or standard of interpretation applicable to the Documents; and

(k)provisions that the express terms and conditions of any Document constitute the entire obligation of the parties hereto with regard to the subject matter thereof or which purport to exclude liability for pre-contract misrepresentations.

5.6The English Courts:

(a)will not recognise as valid a choice of law clause if the jurisdiction chosen was selected as a method of avoiding rules or regulations of another jurisdiction which, as a matter of public policy, the English Courts regard as properly being relevant to the transaction;

(b)will not give effect to a judgment obtained in another jurisdiction if to do so would be contrary to public policy by reason, for example, of the judgment being obtained in proceedings which contravene the principles of natural justice;

(c)may not enforce the Documents insofar as the performance of them is unlawful under the laws of the country where they are to be performed; and

(d)may not, in their discretion, recognise as valid or binding a jurisdiction clause where the application of the clause would be contrary to the interests of justice and/or English public policy.

5.7Whilst the English Courts would have power to give judgment expressed as an order to pay a currency other than pounds sterling and are normally prepared to do so, they may decline to do so in their discretion and may not enforce the benefit of currency conversion and indemnity clauses.

5.8If a judgment to enforce the provisions of the Documents has been obtained in the courts of another jurisdiction (the “Foreign Courts”), the English Courts might not enforce the provisions thereof on the grounds that the obligations therein expressed to be assumed by the relevant parties would be discharged by such judgment obtained in the Foreign Courts.

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5.9We express no view as to the effectiveness of the Documents at any time following any changes being made to the terms thereof.

5.10Under English law, an agreement or a provision may be varied, amended or discharged by an oral agreement or in the course of dealing or by a course of conduct, notwithstanding any provision of the agreement to the contrary.

6.LIMITATION

6.1This opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter.

6.2This opinion is given on condition that it is governed by and shall be construed in accordance with the laws of England and Wales and on condition that any action arising out of it is subject to the exclusive jurisdiction of the English Courts.

7.CONSENT

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”.  By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins R.L.L.P.

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EX-5.3

Exhibit 5.3

To: Britannia Bulk Plc. Dexter House,
2 Royal Mint Court,
London EC3N 4QN
UK LAW FIRM SUNDKROGSGADE 5 DK-2100 COPENHAGEN Ø DENMARK TEL +45 70 12 12 11 FAX +45 70 12 13 11 DIR +45 38 77 43 26 CBG@KROMANNREUMERT.COM WWW.KROMANNREUMERT.COM 14 February 2007 Dok. nr.: 1432039-3

Dear Sirs

ISSUE OF NOMINAL USD 185,000,000 SENIOR SECURED NOTES

We have acted as Danish counsel to Britannia Bulk Plc, a company incorporated under the laws of England and Wales (the “Company”), and certain of its Danish subsidiaries in connection with the proposed issue by the Company of USD 185,000,000 principal amount of its 11% Senior Secured Notes due 2011 (the “Exchange Notes”) in an Exchange Offer. The Exchange Notes will be issued in exchange for a like principal amount of the Company’s outstanding 11% Senior Secured Notes due 2011 (the “Original Notes”) pursuant to an Indenture dated as of 16 November 2006 between the Company, certain subsidiary guarantors, including, BBL Denmark Holding A/S, Britannia Bulkers A/S, Britannia Bulk DK A/S, Svendborg Ship Management A/S and Svendborg Marine Surveyors A/S (collectively, the “Danish Obligors”) and Wilmington Trust Company, as Trustee. Payment of the Exchange Notes is to be guaranteed by the Danish Obligors pursuant to terms of the Indenture and evidenced by a notation of guarantee attached to the Exchange Notes. Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture.

A.For the purpose of this opinion we have examined copies of the following documents:

1.The Indenture, including the Subsidiary Guarantee and the format , dated 16 November 2006 entered into by, among other, the Company, the Trustee and the Danish Obligors (the “Indenture”);

2.The articles of association of each of the Danish Obligors;

COPENHAGEN    ÅRHUS    LONDON    BRUSSELS

SCANDINAVIAN LAW ALLIANCE

VINGE KB - SWEDEN, KROMANN REUMERT - DENMARK, THOMMESSEN KREFTING GREVE LUND AS - NORWAY

3.On-line transcripts from the Danish Commerce and Companies Agency in respect of the Danish Obligors dated 14 February 2007;

4.Resolutions adopted by the Board of Directors of the Danish Obligors at board meetings held on 6 November 2006; and

5.Resolutions, including powers of attorney, adopted by the Board of Directors of the Danish Obligors at board meetings held on 15 November 2006.

The documents listed in no. 1 — 5 above are collectively referred to as the “Documents”.

B.This opinion is based on the following assumptions none of which has been verified by us:

1.that all material supplied to us has been supplied in full and has not subsequently been altered or amended;

2.that any copy of the Documents and any other documents which we have examined is an authentic, complete and accurate copy of the documents;

3.that the identity of the signatories is as stated to us;

4.that the parties to the Documents (other than the Danish Obligors) are duly incorporated and validly existing;

5.that the Indenture has been duly authorised, executed and delivered by or on behalf of each of the parties thereto (other than the Danish Obligors);

6.that the Indenture, which is expressed to be governed by the internal laws of the State of New York is, legal, valid, binding and enforceable under such law and that the Indenture has the same meaning and effect under its governing law as it would have if it was governed by Danish law;

7.that the contents of the Exchange Notes will conform with that specified in the Indenture;

8.the accuracy and completeness of all factual representations made in the Documents and any other documents reviewed by us and of any other information supplied or disclosed to us;

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9.that the meetings of the Boards of Directors of each of the Danish Obligors referred to in A.4 and A.5 were duly convened, that the minutes of such meetings correctly record the proceedings at such meetings and the subject matter which they purport to record and that the resolutions of such meetings have not subsequently been altered or amended;

10.that a “corporate benefit” as such term is construed under Danish law, will accrue to the Danish Subsidiaries from their issuance of the Indenture and the Subsidiary Guarantees (the term “corporate benefit” is not a well defined term under Danish law, but the main criterion is likely to be the risk of granting the security weighed against the benefit (financial, commercial, strategic or otherwise) the Danish Obligors obtain from the transaction); and

11.that none of the parties is or, as at the date of execution or the effective date of the Indenture were, or, as a result of the transactions effected pursuant to the Indenture, will become, insolvent or unable to pay its debts or deemed to be so under any applicable statutory provision, regulation or law.

C.Based on the foregoing assumptions and subject to the qualifications below, we are of the opinion that with respect to Danish law:

1.Each of the Danish Obligors has been duly organized and is validly existing under the laws of its jurisdiction of organization.

2.The execution and delivery by each of the Danish Obligors, and the performance by each of them of their respective obligations under the Subsidiary Guarantees to be endorsed by them on the notation of guarantees attached to the Exchange Notes as contemplated by the Indenture, have been duly authorized by all necessary corporate action on the part of each of the Danish Obligors.

3.The Subsidiary Guarantees will, when the Exchange Notes are authenticated in accordance with the provisions of the Indenture and signed by authorised signatories of the Danish Obligors, have been duly executed and will constitute the legal, valid binding and enforceable obligation of each of the Danish Obligors.

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D.This opinion is subject to the following additional qualifications:

1.The binding effect or enforceability of the obligations of the parties under the Indenture and the Exchange Notes may be limited by liquidation, insolvency, bankruptcy, suspension of payment or other laws affecting creditors’ rights in general.

2.The description of obligations as enforceable means that they are of a type normally recognised and enforced by the courts of Denmark. It does not mean that the Indenture and the Exchange Notes will be enforced in all circumstances or that any particular remedy will be available. Certain rights and obligations may be qualified or limited by, inter alia, the nature of the remedies available in Danish courts, the acceptance by such courts of jurisdiction or the power of such courts to stay proceedings.

3.Any opinion as to the enforceability of the Indenture and the Exchange Notes relates only to their enforceability in Denmark in circumstances where the competent Danish court has and accepts jurisdiction.

4.The availability in Danish courts of equitable remedies, such as injunctions and specific performance, is restricted under Danish law.

5.The enforceability of guarantees and documents creating security interests expressed to be granted to and perfected in favor of existing and future registered holders of notes and where no notice of each new secured party is given to the guarantor or security provider has not been tested by Danish courts. Therefore, our opinion in C.3 above is based on an interpretation of the general objectives of the Danish perfection requirements and the general principles for interpreting the Danish perfection requirements set out in Danish court cases and legal literature.

6.It is uncertain whether Danish law recognises the concept of security trustees and parallel debt structures, but Danish courts will recognise the Trustee’s right, as security trustee, to enforce the Indenture in its own name on behalf of the Finance Parties.

7.The distinction between beneficial and legal ownership is not known under Danish law and it is doubtful what the legal position of the beneficial owners and the legal owners will be under Danish law.

8.Provisions in the Indenture on the Danish Law Security Documents according to which secured parties are entitled to exercise rights and remedies may be limited by statutory rights of the providers of security in accordance with section 538(a)(2) of the Danish Administration of Justice Act according to which the secured party shall

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generally give one week’s notice by registered mail to the provider of the security requesting that the provider of the security fulfil the claim due before selling the collateral assigned or pledged to the secured party.

9.Pursuant to Section 47 of the Danish Act on Financial Business, a guarantee in favour of a bank may not be enforceable unless a claim has been made under the guarantee within 6 months after the due date of any guaranteed payment obligation.

10.Any provision in a guarantee or any other document creating a security interest providing that it will not be affected by any amendment to the documents under which the guaranteed or secured obligations arise may be held to be ineffective by a Danish Court in circumstances where the amendment to such documents is material to the guarantor’s or security provider’s obligations and the guarantor or security provider has not consented to such amendment.

11.Provisions in the Indenture and the Exchange Notes providing that certain calculations or certificates will be conclusive and binding (or prima facie evidence) may not be effective, if such calculations or certificates are incorrect and such provisions will not necessarily prevent juridical inquiry into the merits of such calculations or certificates.

12.Claims may become barred under statutes of limitation or principles of passivity regardless of any provisions to the contrary contained in the Indenture and the Exchange Notes.

13.There may be circumstances where Danish law will not give effect to provisions in the Indenture and the Exchange Notes according to which a party is vested with discretion or may determine a matter in its opinion and a reasonable standard may be implied.

14.The effectiveness and enforceability of certain provisions excluding or limiting liability otherwise owed may be limited by the Danish courts.

15.The enforceability of claims and court decisions ordering the payment of money in a currency other than Danish kroner is subject to the Danish Bankruptcy Act which provides for the conversion of such foreign currency debt into Danish kroner on the date of the commencement of such bankruptcy proceedings (in Danish “dekretdag”).

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16.A Danish court may deliver judgments expressed in foreign currencies, but such judgments can generally only be enforced in Denmark by a Danish enforcement court in Danish kroner calculated at the rate of exchange as at the date of enforcement.

17.A Danish court may refuse to give effect to undertakings contained in the Indenture and the Exchange Notes pursuant to which a party is obligated to pay another party’s legal expenses and costs in respect of any action before the Danish courts.

18.With regard to jurisdiction, a Danish court must stay or, if appropriate, dismiss proceedings if concurrent proceedings involving the same cause of action and between the same parties are instituted before the courts of another state which is a party to the Brussels Convention. Similarly, a Danish court may stay or, if appropriate, dismiss the proceedings if related proceedings are instituted in one of these states.

19.The United States and Denmark do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitration awards) in civil and commercial matters. Accordingly, a final judgement for the payment of money rendered by the courts of the State of New York or of the relevant United States District Court based on civil liability would not be directly enforceable in Denmark. However, if the party in whose favour such final judgement is rendered brings a new suit in a competent court in Denmark, that party may submit to the Danish court the final judgement that has been rendered in the United States. A judgement by a federal or state court in the United States against the Company will neither be recognised nor enforced by a Danish court but such judgement may serve as evidence in a similar action in a Danish court.

20.Any provision in the Indenture and the Exchange Notes providing that the terms of the Indenture and the Exchange Notes may be amended or varied only by an instrument in writing may be held by a Danish court not to be effective.

21.This opinion is limited to matters of the laws of Denmark as in effect today and we express no opinion with respect to the laws of any other jurisdiction, nor have we made any investigation as to any laws other than the laws of Denmark.

We are qualified to practise law in the Kingdom of Denmark.

This opinion is governed by Danish law.

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Vinson & Elkins L.L.P. may rely on the opinion in this letter in delivering an opinion in connection with the issue of the Exchange Notes. We consent to the filing of this opinion with the registration statement of the Company and the Danish Obligors with the United States Securities and Exchange Commission and the inclusion of our name under the caption “Legal Matters” in any prospectus included therein.

Yours faithfully

Kromann Reumert

Christina Bruun Geertsen

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EX-5.4

Exhibit 5.4

[VIVES Y ASOCIADOS LETTERHEAD]

February 14, 2007

Britannia Bulk Plc.

Dexter House,
2 Royal Mint Court,
London EC3N 4QN
UK

Ladies and Gentlemen

We have acted as Panamanian counsel to Britannia Bulk Plc (the “Company”) and certain of its subsidiaries in connection with the issuance by the Company of US$185,000,000 principal amount of its 11% Senior Secured Notes due 2011 (the “Exchange Notes”). The Exchange Notes will be issued in exchange for a like principal amount of the Company’s outstanding 11% Senior Secured Notes due 2011 (the “Original Notes”) pursuant to an Indenture dated as of November 16, 2006, and the First Supplemental Indenture dated February 6, 2007 and the Second Supplemental Indenture dated February 9, 2007, between the Company, certain subsidiary guarantors, including , Britannia Bulk S.A., Danmar Shipping S.A., Flagship Maritime S.A., Northern Star Navigation S.A. and  Baltic Navigation Company S.A., Navigator Bulk Services S.A., Atlantic Bulk Services S.A., Channel Bulk Services S.A., Western Bulk Services S.A., International Bulk Services S.A. and Unity Bulk Services S.A.(collectively, the “Panamanian Obligors”) and Wilmington Trust Company, as trustee. Payment of the Exchange Notes is to be guaranteed by the Panamanian Obligors pursuant to the terms of the Indenture and evidenced by a notation of guarantee attached to the Exchange Notes.  Defined terms used but not otherwise defined herein shall have the meanings given such terms in the Indenture.

As Panamanian  counsel to the Company and the Panamanian Obligors, we have reviewed copies of the form of Exchange Notes, the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture and the form of notation of subsidiary guarantee to be executed by the Panamanian Obligors (collectively, the “Documents”).

1.Each of the Panamanian Obligors has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization.

2.Each of the Panamanian Obligors has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets and have all requisite power and authority to execute, deliver and perform its obligations under the Documents, and to consummate the transactions contemplated thereby.

3.The execution and delivery by each of the Panamanian Obligors, and the performance by each of them of their respective obligations under the guarantee to be endorsed by them on the notation of guarantee attached to the Exchange Notes as contemplated by the Indenture, have been duly authorized by all necessary corporate action on the part of each of the Panamanian Obligors.

4.The guarantees will, when the Exchange Notes are authenticated in accordance with the provisions of the Indenture and signed by authorised signatories of the Panamanian Obligors, have been duly executed and will constitute the legal, valid binding and enforceable obligation of each of the Panamanian Obligors.

5.Neither the execution, delivery or performance by the Panamanian Obligors of their respective obligations under the guarantee to be endorsed by them on the notation of guarantee attached to the Exchange Notes nor the consummation of any transactions contemplated therein will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any person (other than consents already obtained) under, result in the imposition of a Lien on any assets of the Panamanian Obligors (except pursuant to the Indenture), or result in an acceleration of indebtedness under or pursuant to (i) the Charter Documents, (ii) any Applicable Agreement known to us, or (iii) any Applicable Law of the Republic of Panama, except for conflicts, breaches, violations or defaults, consent requirements, Lien impositions or acceleration of indebtedness that could not result in a Material Adverse Effect.

This legal opinion is given hereof in good faith and same refers only to Panamanian law.  We express no opinion with respect to the laws of any other jurisdiction than Panama.

Vinson & Elkins R.L.L.P. may rely on the opinion in this letter in delivering an opinion in connection with the issue of the Exchange Notes. We consent to the filing of this opinion with the registration statement of the Company and the Panamanian Obligors with the United States Securities and Exchange Commission and the inclusion of our name under the caption “Legal Matters” in any prospectus included therein.

Sincerely,

/s/ Marco A. Saavedra C.

Marco A. Saavedra C.

EX-5.5

Exhibit 5.5

February 14th, 2007

Britannia Bulk Plc.
Dexter House,
2 Royal Mint Court,
London EC3N 4QN
UK

Ladies and gentlemen:

We have acted as Costa Rican counsel to Britannia Bulk Plc., a company incorporated under the laws of England and Wales (the “Company”), and certain of its subsidiaries in connection with the proposed issue by the Company of US $185,000,000 principal amount of 11% Senior Secured Notes due 2011 (the “Exchange Notes”). The Exchange Notes will be issued in exchange for a like principal amount of the Company’s outstanding 11% Senior Secured Notes due 2011 (the “Original Notes”) pursuant to an Indenture dated as of November 16, 2006 between the Company, certain subsidiary guarantors, including, Inspecciones Maritimas, S.A. (the “Costa Rican Obligor”) and Wilmington Trust Company, as trustee (the “Trustee”). Payment of the Exchange Notes is to be guaranteed by the Costa Rican Obligor pursuant to terms of the Indenture and evidenced by a notation of guarantee attached to the Exchange Notes.  Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture.

On the basis of the foregoing, following is our legal opinion regarding the issues raised:

1.    The Costa Rican Obligor has been duly organized and validly exists under the laws of its jurisdiction of organization. The incorporation is recorded at the Public Registry of the Republic of Costa Rica under Book 733, Page 48, Entry number 104, Corporate Identification Card 3-101-123046.

2.    According to Book 1027, Page 207, Entry number 334, the President and the Secretary of the Costa Rican Obligor have the judicial and extrajudicial representation of the corporation with Full Powers of Attorney acting separately or jointly. They can also execute contracts to constitute debts and fiduciary duties in favor of third parties or shareholders, as long as the corporation receives compensation. Pursuant to Costa Rican legislation and corporate by-laws of the Costa Rican Obligor, the execution and delivery by the Costa Rican Obligor, and the performance by it with their respective obligations under the guarantees to be endorsed by it on the notation of guarantee attached to the Exchange Notes as contemplated by the Indenture, do not require authorization on the part of the Costa Rican Obligor. In order to issue notes in favor of one of the Directors or a legal representative of the Costa Rica Obligor, or if the representative of a third party is the same

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person as a Director of the Costa Rica Obligor, the Shareholders Assembly must previously authorize the issuance of the notes.

3.    The guarantee will, when the Exchange Notes are authenticated in accordance with the provisions of the Indenture and signed by authorized signatories of the Costa Rican Obligor, have been duly executed and will constitute the legal, valid binding and enforceable obligation of the Costa Rican Obligor.

We are qualified to practice law in the Republic of Costa Rica.

Vinson & Elkins R.L.L.P. may rely on the opinion in this letter in delivering an opinion in connection with the issue of the Exchange Notes. We consent to the filing of this opinion with the registration statement of the Company and the Danish Obligors with the United States Securities and Exchange Commission and the inclusion of our name under the caption “Legal Matters” in any prospectus included therein.

Sincerely,

/s/ Leonardo Feinzaig T.

Leonardo Feinzaig T.

2

EX-10.1

Exhibit 10.1

FIRST PREFERRED SHIP MORTGAGE

DATED AS OF

November 16, 2006

MADE BY

[MORTGAGOR]

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
Section 1.01	Certain Defined Terms	2
Section 1.02	Terms Generally; Rules of Construction	4
ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MORTGAGOR		5
Section 2.01	Payment and Performance of Note Obligations	5
Section 2.02	Organization	5
Section 2.03	Ownership of Vessel, Warranty and Defense of Title	5
Section 2.04	Compliance with Laws	5
Section 2.05	Operation of Vessel	6
Section 2.06	Claims, Taxes, Fees, Etc	6
Section 2.07	Liens	6
Section 2.08	Notice of Mortgage	7
Section 2.09	Removal of Liens	7
Section 2.10	Libel or Attachment	7
Section 2.11	Maintenance of Vessel	7
Section 2.12	Changes in Vessel	8
Section 2.13	Inspection	8
Section 2.14	Change of Flag or Documentation	8
Section 2.15	Charter of Vessel	9
Section 2.16	Requisition of Title or Use	9
Section 2.17	Notice of Loss, Requisition or Damage	9
Section 2.18	Insurance	9
Section 2.19	Reimbursement of Mortgagee	12
Section 2.20	Reports	12
ARTICLE III MORTGAGE DEFAULTS AND MORTAGE EVENTS OF DEFAULT		13
Section 3.01	Mortgage Defaults and Mortgage Events of Default	13
ARTICLE IV REMEDIES; APPLICATION OF PROCEEDS		13
Section 4.01	Sale, etc	13
Section 4.02	Finality of Sale	14
Section 4.03	Powers and Rights of Mortgagee upon Occurrence of a Mortgage Event of Default	15
Section 4.04	Application of Proceeds	16
ARTICLE V GENERAL POWERS OF MORTGAGEE		16
ARTICLE VI INDEMNITY		17
ARTICLE VII SUNDRY PROVISIONS		17
Section 7.01	Cumulative Remedies; No Waiver	17
Section 7.02	Further Assurances	17

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Section 7.03	No Waiver of Preferred Status	18
Section 7.04	Survival of Agreements	18
Section 7.05	Notices	18
Section 7.06	Counterparts; Amendments	18
Section 7.07	Nature of Agreements Hereunder	18
Section 7.08	Recording	18
Section 7.09	Construction	18
Section 7.10	Governing Law	19
Section 7.11	Power of Attorney for Registration	19

SCHEDULE:

IVessel

IIInformation for the Purposes of Article 1515 of the Panamanian Commercial Code

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THIS FIRST PREFERRED SHIP MORTGAGE, dated as of November 16, 2006 (as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, this “Mortgage”), is made and given by [MORTGAGOR], a Panamanian company duly organized and existing under the laws of the Republic of Panama, with an address at c/o Vives y Asociados, Edificio Banco Aliado, Octavo Piso, Calle Beatrix M. de Cabal, Guidad Panama, Panama 5, Republic of Panama (the “Mortgagor”), to and in favor of WILMINGTON TRUST COMPANY, a Delaware banking corporation, in its capacity as Trustee under the Indenture referred to below, with an office at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 U.S.A. (acting in such capacity, together with its successors and assigns in such capacity the “Trustee” or the “Mortgagee”).

RECITALS

A.The Mortgagor is the sole owner of the whole of the vessel set forth on Schedule I attached hereto and made a part hereof (hereinafter called the “Vessel”), duly documented in the name of the Mortgagor under the laws of the Republic of Panama.

B.The information required as to this Mortgage for the purposes of Article 1515 of the Panamanian Commercial Code is set forth on Schedule II attached hereto and made a part hereof.

C.Britannia Bulk plc, a company registered in England and Wales (the “Company”), as issuer, and the Mortgagee, as the Trustee for the benefit of the holders of the Notes (as such term is hereinafter defined), are parties to that certain Indenture dated as of November 16, 2006 (said Indenture, as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, being herein called the “Indenture”), pursuant to which the Company will issue notes in an aggregate principal sum of US$185,000,000 (One Hundred Eighty-Five Million United States Dollars]) (as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, the “Notes”).

D.The Mortgagor is a wholly-owned subsidiary of the Company.  Accordingly, the Mortgagor and the Company share common interest as members of a group of companies that will derive substantial direct and indirect economic and other benefits from the issuance of the Notes under the Indenture.

E.The Mortgagor has agreed to execute and deliver to the Mortgagee on behalf of the holders of the Notes this Mortgage in order to secure the payment in full of the Notes and other Note Obligations (as such term is hereinafter defined), and the total amount of the Mortgage is as set forth in Section 7.08 hereof.

AGREEMENT

In consideration of the foregoing premises and of other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in order to secure the payment and performance of all Note Obligations (as such term is hereinafter defined), the Mortgagor has granted, conveyed, mortgaged, pledged, assigned,

transferred, set over and confirmed and by these presents does grant, convey, mortgage, pledge, assign, transfer, set over and confirm unto the Mortgagee, its successors and assigns, the whole of the Vessel, together with all of the boilers, engines, generators, air compressors, cranes, machinery, masts, spars, rigging, boats, anchors, cables, chains, tackle, tools, pumps and pumping equipment, apparel, furniture, fittings and equipment, spare parts, and all other appurtenances thereunto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements, renewals and replacements hereafter made in or to the Vessel, or any part thereof, or in or to said appurtenances, all of which property shall be deemed to be included in the term “Vessel” as used in this Mortgage, provided that, notwithstanding anything to the contrary herein, the term “Vessel” shall not include Excluded Accounts (as such term is hereinafter defined);

TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee, its successors and assigns forever upon the terms herein set forth;

PROVIDED, HOWEVER, and these presents are on the condition that, if the Mortgagor, its successors or assigns shall pay and perform each and every one of the Note Obligations in accordance with the terms of the Notes and any other document or instrument evidencing any Note Obligation, then these presents and the estate and rights hereunder shall cease, terminate and be void, otherwise to be and remain in full force and effect.

ARTICLE I
DEFINITIONS

Section 1.01Certain Defined Terms.

As used in this Mortgage, the following terms have the meanings specified below:

“Affiliate” of any specified Person means:

(1)any other Person, directly or indirectly, controlling or controlled by; or

(2)under direct or indirect common control with such specified Person.

For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Collateral” means any other property or assets subject to Liens to secure any of the Note Obligations pursuant to the provisions of the Security Documents.

“Company” has the meaning assigned to such term in Recital C.

“dollars” or “$” refers to lawful money of the United States of America.

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“Excluded Accounts” means any right to payment of a monetary obligation in respect of the Vessel, whether or not earned by performance, (a) for services to rendered or to be rendered; or (b) for the use or hire of the Vessel under a charter or other contract the duration of which does not exceed one calendar year (such charters or other contracts herein referred to collectively as “Short-Term Charters”).  For the avoidance of doubt, the following shall not be treated as “Excluded Accounts”:  rights to payment of a monetary obligation in respect of the Vessel, whether or not earned by performance, (i) for the sale, lease, license, assignment or other disposition of the Vessel, other than Short-Term Charters; (ii) for the use or hire of the Vessel, other than Short-Term Charters; or (iii) for a policy of insurance issued or to be issued relating to the Vessel.

“Indenture” has the meaning assigned to such term in Recital C.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof, a ship or vessel mortgage or encumbrance, any option or other agreement to sell or give a security interest in any property).

“Mortgage” has the meaning assigned to such term in the initial paragraph hereof.

“Mortgage Default” has the meaning assigned to such term in Section 3.01 hereof.

“Mortgagee” has the meaning assigned to such term in the initial paragraph hereof.

“Mortgage Event of Default” has the meaning assigned to such term in Section 3.01 hereof.

“Mortgagor” has the meaning assigned to such term in the initial paragraph hereof.

“Note Documents” means, collectively, the Notes, the Indenture, and the Security Documents.

“Note Obligations” means (a) all principal, interest, premium, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any Obligor under the Note Documents; (b) all amounts now or hereafter owed by the Mortgagor under this Mortgage and the other Security Documents; and (c) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Notes” has the meaning assigned to such term in Recital C.

“Obligor” means each of the Company, the Mortgagor, any Person that now is or hereafter becomes a guarantor of the Notes, and any other Person that has granted a Lien upon any of such Person’s property as security for the Note Obligations.

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“Permitted Collateral Liens” means Liens that, under the provisions of the Indenture, are permitted to exist with respect to the Vessel.

“Permitted Flag Jurisdiction” means the United Kingdom, the Isle of Man, the Commonwealth of Bermuda, the British Virgin Islands, the Cayman Islands, the United States of America, any State of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama, Singapore, Cyprus, the Philippines, Denmark, Norway, Greece, Malta, India, and any other jurisdiction generally acceptable to institutional lenders in the shipping industry, as determined in good faith by the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Security Documents” means this Mortgage and any other security agreements, pledge agreements, collateral assignments, mortgages, vessel mortgages, marine mortgages, deeds of covenants, assignments of earnings and insurances, share pledges, collateral agency agreements, intercreditor agreements, deeds of trust or other grants or transfers for security executed and delivered by the Mortgagor, the Company and/or any other Obligor creating, or purporting to create, a Lien upon any Collateral in favor of the Trustee for the benefit of the holders of the Notes, in each case as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date on which the Indenture is qualified under the TIA, except as otherwise provided in Section 9.03 of the Indenture.

“Trustee” has the meaning assigned to such term in the initial paragraph hereof.

“Vessel” has the meaning assigned to such term in Recital A.

Section 1.02Terms Generally; Rules of Construction.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Note Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part,

4

and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Note Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Sections, Annexes, Exhibits and Schedules shall be construed to refer to Sections of, and Annexes, Exhibits and Schedules to, this Mortgage.  No provision of this Agreement or any other Note Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MORTGAGOR

In order to induce the Mortgagee and the holders of the Notes to enter into the Indenture and to induce the holders of the Notes to purchase their Notes thereunder, the Mortgagor represents and warrants to the Mortgagee and the holders of the Notes and covenants with the Mortgagee and the holders of the Notes that:

Section 2.01Payment and Performance of Note Obligations.

The Mortgagor will pay, observe, perform and comply with each and every one of the covenants, terms and conditions herein expressed or implied (including, without limitation, the Note Obligations), on its part to be paid, observed, performed, or complied with.

Section 2.02Organization.

The Mortgagor is a corporation organized and existing under the laws of the Republic of Panama.

Section 2.03Ownership of Vessel, Warranty and Defense of Title.

The Mortgagor lawfully owns and is lawfully possessed of the Vessel free from any Lien whatsoever other than the lien of this Mortgage and Permitted Collateral Liens and the Mortgagor will warrant and defend the title to, and possession of the Vessel and every part thereof for the benefit of the Mortgagee against the claims and demands of all Persons whomsoever.

Section 2.04Compliance with Laws.

(a)Documentation.  The Mortgagor will comply with and satisfy all provisions of the laws and regulations of the Republic of Panama now or hereafter from time to time in effect in order that the Vessel shall continue to be a documented vessel

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pursuant to the laws of the Republic of Panama as a vessel of the Republic of Panama under the flag of the Republic of Panama with such endorsements as shall qualify the Vessel for participation in the coastwise trade and such other trades and services to which they may be dedicated from time to time.

(b)First Preferred Ship Mortgage.  The Mortgagor will, at its sole expense and at no cost to the Mortgagee, comply with and satisfy all the provisions of the laws and regulations of the Republic of Panama, in order to establish, record and maintain this Mortgage as a First Preferred Ship Mortgage thereunder upon the Vessel, and will do all such other acts and execute all such instruments, deeds, conveyances, mortgages and assurances as the Mortgagee shall reasonably require in order to subject the Vessel to the lien of this Mortgage as aforesaid.

(c)Laws, Treaties and Conventions.  The Vessel shall, and the Mortgagor covenants that they will, at all times comply with all applicable laws, treaties and conventions and rules and regulations issued thereunder, and shall have on board as and when required thereby valid certificates showing compliance therewith.

Section 2.05Operation of Vessel.

The Mortgagor will not cause or permit the Vessel to be operated in any manner contrary to applicable law or regulation, or in any manner not permitted by the Indenture or by any insurances required thereby and hereby, will not engage in any unlawful trade, violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture or capture and will not do, or suffer or permit to be done, anything which can or may injuriously affect the documentation of the Vessel under the laws and regulations of the Republic of Panama.  Mortgagor shall keep the operation of the Vessel within the permitted navigational limits set forth in the trading warranties of the policies of insurance covering the Vessel and in any case will not operate the Vessel, or permit the Vessel to be operated, in any area where such insurance would not be fully applicable and enforceable with respect to the Vessel and its operation.

Section 2.06Claims, Taxes, Fees, Etc.

The Mortgagor will pay and discharge or cause to be paid and discharged when due and payable from time to time, all claims against, and fees, taxes, assessments, governmental charges, fines and penalties (collectively “claims”) imposed on the Vessel, its cargo or any income therefrom; provided, however, that Mortgagor shall have the right to contest any such claims by appropriate proceedings timely commenced and diligently prosecuted; provided, further, that Mortgagor first provides adequate replacement security to cause the release of the Vessel and provided that such contest otherwise poses no risk to the Collateral or Mortgagee’s position in it.

Section 2.07Liens.

Neither the Mortgagor, any shipper or charterer, the master of the Vessel nor any other Person who has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessel, its freights, profits or hires, any lien,

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security interest, encumbrance or charge whatsoever other than Permitted Collateral Liens.  Mortgagor agrees to hold a certified copy of this Mortgage in safekeeping and with the Vessel’s papers on board the Vessel, if the Vessel is self-propelled, and in the principal office of Mortgagor if the Vessel is not self propelled, on demand to exhibit the same to any person having business with the Vessel, or to any representative of Mortgagee.  Mortgagor shall also place and cause to be displayed in a prominent place and in a durable manner a notice printed in plain type of such size that the paragraph of reading matter shall cover a space not less than six inches wide by nine inches high, reading as follows:

“NOTICE OF FIRST PREFERRED SHIP MORTGAGE AND OWNERSHIP”

“This Vessel is owned by [Mortgagor] and is covered by a first preferred ship mortgage in favor of Wilmington Trust Company, as Trustee and Mortgagee on behalf of the holders of the Notes.  Under the terms of said first preferred ship mortgage, neither Owner, any charterer nor any subcharterer nor the master of this Vessel nor any other person has the right, power or authority to create, incur or permit to be placed or imposed upon this Vessel, or upon title thereto or any interest therein any lien whatsoever other than liens for current wages of the crew (including the master) of this Vessel, or for general average or salvage.”

Such notice shall be amended at the sole cost and expense of Mortgagor, upon request of Mortgagee, to reflect the identity of any successor Mortgagee.

Section 2.08Notice of Mortgage.

The Mortgagor shall exhibit and shall require that any other person having custody or control of the Vessel exhibit a copy of this Mortgage to any person having business with the Vessel which might give rise to a maritime lien upon the Vessel or otherwise be deemed a sale, conveyance, mortgage or lease thereof and, on demand, to any representative of the Mortgagee.

Section 2.09Removal of Liens.

The Mortgagor will not suffer to be continued any lien (other than Permitted Collateral Liens), encumbrance or charge on the Vessel other than this Mortgage, and in due course and in any event within thirty (30) days after the same shall become due and payable, will pay or cause to be discharged or make adequate provisions for the satisfaction or discharge of all claims or demands secured by any lien, charge or encumbrance on the Vessel and will cause the Vessel to be released or discharged from any such lien, encumbrance or charge thereon, without prejudice to Mortgagor’s right to contest any claims under Section 2.06 hereof following the release or discharge of such lien.

Section 2.10Libel or Attachment.

If a libel is filed against the Vessel or if it shall be arrested, attached, levied upon or taken into custody by virtue of any proceeding in any court or tribunal or by any government or other authority, the Mortgagor shall promptly notify the Mortgagee

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thereof by fax, confirmed by overnight letter addressed to the Mortgagee, and within three (3) days after any such libel, levy, attachment or taking into custody will cause the Vessel to be released and will promptly notify the Mortgagee of such release in the manner aforesaid.

Section 2.11Maintenance of Vessel.

The Mortgagor will at all times and without cost or expense to the Mortgagee cause to be maintained and preserved the Vessel in good running order and repair, so that the Vessel shall be tight, staunch, strong and well and sufficiently tackled, appareled, furnished, equipped and in every respect seaworthy and in good order and operating condition, ordinary wear and tear excepted.  The Mortgagor shall cause the Vessel to be drydocked, cleaned and painted whenever required by good commercial marine maintenance practice and the requirements of any insurance policy or entries respecting the Vessel.  All maintenance and repairs will be made in a good and workmanlike manner by persons of appropriate skill and experience whose work will not adversely affect the service life or marketability of the Vessel.  All repairs, parts, mechanisms, devices, replacements, improvements, changes, additions and alterations to the Vessel shall immediately and without further act, become part of the Vessel and subject to this Mortgage.  Mortgagor shall promptly furnish to the Mortgagee copies of each damage survey with respect to damage to the Vessel where the survey does not specifically quantify the cost of total damages or where the survey states total damage in excess of $100,000.00.

Section 2.12Changes in Vessel.

The Mortgagor will not make, or permit to be made, any change in the structure or type of the Vessel or in its rig that could reasonably be expected to materially diminish the market value of the Vessel or that could materially and adversely affect the rights of the Mortgagee under this Mortgage.

Section 2.13Inspection.

The Mortgagor at all times shall afford the Mortgagee or its authorized representatives full and complete access to the Vessel for the purpose of inspecting or surveying the same and its papers and, at the request of the Mortgagee, the Mortgagor shall deliver for inspection copies of any and all contracts and documents relating to the Vessel, whether on board or not and shall cause any charterer to comply herewith during the term of any charter to the maximum extent permitted thereunder; provided that, absent the continuation of a Mortgage Event of Default, Mortgagee shall organize such inspections so as not to interfere with the Vessel’s normal operations.

Section 2.14Change of Flag or Documentation.

So long as no Mortgage Default then exists or is continuing, the Mortgagor may change the flag or documentation of the Vessel in accordance with the procedures set forth in this Section 2.14, provided that the Mortgagor may change the flag of or re-document the Vessel only in a Permitted Flag Jurisdiction.  Not later than sixty (60) days before the

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date of such proposed flag change or re-documentation, the Mortgagor shall provide written notice thereof to the Mortgagee.  Such notice shall (i) describe the proposed flag change or re-documentation; and (ii) state that such flag change or re-documentation will not interfere with the Mortgagee’s ability to realize the value of the Vessel and will not impair the maintenance and operation of the Vessel.  Contemporaneously with the delivery of such written notice, the Mortgagor shall deliver to the Mortgagee (a) an Officer’s Certificate stating that (i) such change of flag or re-documentation complies with the terms and conditions of the Indenture and this Mortgage, including, without limitation, the provisions of this Section 2.14; (ii) there is no Mortgage Default in existence or continuing on the date thereof; (iii) such change of flag or re-documentation will not result in a Mortgage Default or a Mortgage Event of Default; and (iv) all conditions precedent in the Indenture and this Mortgage relating to such change of flag or re-documentation have been complied with; (b) all documentation required by the TIA (including, without limitation, Section 314(d) of the TIA) prior to the proposed change of flag or re-documentation; (c) an Opinion of Counsel in the jurisdiction in which the Vessel is to be re-flagged or re-documented, which Opinion of Counsel shall be acceptable in form and substance to the Mortgagee and shall state, among other things, that upon the taking of steps therein described (including, without limitation, the filing of any ship mortgages, fleet mortgages or amendments thereto), the Mortgagee will have a valid Lien on the re-flagged or re-documented Vessel; and (d) all documentation (including, without limitation, any ship mortgages, fleet mortgages, or amendments thereto) necessary or reasonably requested by the Mortgagee to grant to the Mortgagee a perfected first priority Lien (subject only to Permitted Collateral Liens) on the re-flagged or re-documented Vessel. The Mortgagee and the Mortgagor shall then promptly take the actions described in the immediately preceding clauses (c) and (d).

Section 2.15Charter of Vessel.

The Mortgagor will not charter the Vessel to, or permit the Vessel to serve under any contract of affreightment with, a person included within the definition of “designated foreign country” or a “national” of a “designated foreign country” in the “Foreign Assets Control Regulations” or “Cuban Assets Control Regulations” of the United States Treasury Department, 31 C.F.R. Chapter V, as amended, within the meaning of said regulations or of any regulation, interpretation or ruling issued thereunder.

Section 2.16Requisition of Title or Use.

In the event that the title to or ownership of the Vessel, or the use of the Vessel (whether on a bareboat, time or voyage charter basis or any other basis), shall be requisitioned, purchased or taken by, or the Vessel shall be seized by or forfeited to, any government of any country or any department, agency or representative thereof, pursuant to any present or future law, proclamation, decree, order or otherwise, or by any other Person(s), whether or not acting under color of governmental authority, the compensation, purchase price, reimbursement or award for such requisition, purchase, seizure, forfeiture or other taking of such title, ownership or use shall forthwith be and become payable to the Mortgagee, who shall be entitled to receive the same and shall apply it as provided in the Indenture.

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Section 2.17Notice of Loss, Requisition or Damage.

In the event of (a) the disappearance or actual or constructive loss of the Vessel, (b) any event referred to in Section 2.16 hereof with respect to the Vessel, or (c) any casualty, accident or damage to the Vessel in excess of $100,000.00, the Mortgagor will give written notice thereof (containing full particulars), within three business days of the occurrence thereof, to the Mortgagee.

Section 2.18Insurance.

(a)Form and Amount.

(i)Hull & Machinery Insurance.  At its own expense, Mortgagor will maintain or cause to be maintained with financially sound and reputable insurers (all risk equivalent) marine hull and machinery insurance (and, if necessary to satisfy the proviso of this subparagraph, policies of increased value insurance) and war risk hull & machinery insurance covering confiscation, appropriation, nationalization and seizure for vessels operating outside the United States coastal waters on an agreed value basis on the Vessel against loss, damage, fire and hurricane loss or damage and such other perils and in such amounts as are usually maintained on vessels engaged in the same or a similar business under blanket fleet policies with respect to vessels of like size, character and marine activity; provided, however, that in no event shall the amount of such insurance at any time be less than full replacement value.

Such insurance shall be effective on the date hereof and shall name the Mortgagor, Mortgagee and other interested persons as insureds as their respective interests may appear, but (subject only to Section 2.18(b) hereof) shall be payable solely to Mortgagee for further disbursement by it to the other insureds as their interests may appear and shall be applied as set forth in Section 2.18(b).

With respect to policies required under this Section 2.18(a)(i), the deductible for such policies shall not exceed $100,000.00 per incident.

(ii)Liability Insurance.  At its own expense, Mortgagor shall maintain entries with financially sound and reputable insurers or protection and indemnity associations acceptable to Mortgagee, protecting the interests of Mortgagor and Mortgagee against liability for property damage to third persons and personal injury or death to any person arising out of the maintenance, use, operation and ownership of the Vessel, protection and indemnity, collision, tower’s liability including crew, cargo, contractual liabilities, pollution, and removal of wreck insurance (including liability to any governmental authority or other person with respect to pollution liability), as well as war risks liability for vessels operating outside the coastal waters of the United States, in such amounts as are usually carried by persons engaged in the same or similar businesses; provided, however, that in no event shall the amount of such insurance per person and per occurrence

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(subject to a usual and customary deductible) be less than the customary amount of coverage available on the market from time to time with respect to vessels of the same type, age and trade as the Vessel.  Such liability insurance shall name each of the Mortgagee, and other interested persons as additional insureds, as their respective interests may appear, but the proceeds of such policies shall be payable to the Person actually suffering the loss in respect of which such proceeds are payable. Combined single limits for bodily injury and property damage shall be in an amount no less than the amount customarily maintained by prudent companies engaged in the same or similar businesses operating in the same or similar locations.

(b)Application of Proceeds.  All policies of insurance required under this Section 2.18 shall be placed through first-class marine brokers and shall name the Mortgagor and Mortgagee, as named insured.  Policies maintained under Section 2.18(a)(a)(i) above shall name the Mortgagee as a loss payee and shall provide that all payments in respect of loss or damage shall be made solely to the Mortgagee for all amounts in excess of $100,000.00 and that upon the occurrence and continuance of a Mortgage Event of Default hereunder, all proceeds shall be payable solely to Mortgagee for the benefit of the Mortgagee.  Any insurance recoveries under any policies to which the Mortgagee shall be so entitled shall be applied as provided in Section 4.10 of the Indenture.

(c)Constructive Total Loss.  In the event of an accident, occurrence or event resulting in a constructive total loss of the Vessel, the Mortgagee shall claim for a constructive total loss of the Vessel and require that Mortgagor declare such to be a constructive total loss, and if both (i) such claim is accepted by all underwriters under all policies then in force as to the Vessel under which payment is due for total loss and (ii) payment in full is made in cash under such policies, then, with the underwriters’ approval, the Mortgagee shall abandon the Vessel to the underwriters under such policies, free from the lien of this Mortgage.

(d)Carriers; Approvals.  All insurance required under this Section 2.18 shall be placed and kept with the United States Government or with reputable American, British, or other insurance companies, underwriters’ associations, clubs or underwriting funds.

(e)Taking, Requisition, etc.  During the continuance of a taking, requisition or charter of the use of the Vessel by the United States Government, the provisions of this Section shall be deemed to have been complied with in all respects as to the Vessel if the United States Government shall have agreed, pursuant to an agreement in form and substance satisfactory to the Mortgagee, to reimburse the Mortgagee and the Mortgagor for loss or damage resulting from the risks indicated in Section 2.18(a).  In the event of any taking, requisition, charter or loss of the Vessel contemplated by this paragraph the Mortgagor shall promptly furnish to the Mortgagee an officer’s certificate stating that such taking, requisition, charter or loss has occurred and, if such is the case, that the United States Government has agreed to reimburse the

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Mortgagee and the Mortgagor for loss or damage resulting from the risks covered pursuant to the requirements of Section 2.18(a).

(f)Additional Provisions.

(i)All insurance required under this Section 2.18 shall, unless otherwise first agreed in writing by the Mortgagee, provide that (A) there shall be no recourse against the Mortgagee for the payment of premiums, supplemental or back calls or commissions, warranties or representations to underwriters, (B) if such insurance provides for the payment of club calls, assessments or advances, there shall be no recourse against the Mortgagee for the payment thereof, (C) the policies shall provide for severability of interest as though separate policies were issued to each additional insured, except with respect to the limits of liabilities, (D) at least thirty (30) days’ prior written notice of any cancellation, reduction in amount or change in coverage or other material change of such insurance (seven (7) days prior written notice in the case of war risk insurance) shall be given to the Mortgagee by the insurance underwriters, (E) no insurance shall be invalidated by any assignment of any charters of the Vessel, (F) no insurance required by this Section 2.18 shall be invalidated by reason of any breach of representation or warranty by Mortgagor and each policy or entry shall have a specific endorsement to the effect that no violation of the terms, conditions or warranties of the insurance by the Mortgagor or any of its Affiliates will invalidate the claim of Mortgagee to coverage under such entries or policies of insurance, and (G) the insurers agree to advise Mortgagee promptly in writing of any default in the payment of any premium and of any other act or omission of which such insurer has knowledge which might invalidate or render unenforceable, in whole or in part, any such policy.

(ii)The Mortgagor shall not do any act, nor voluntarily suffer nor permit any act to be done, whereby any insurance required by this Section 2.18 shall or may be suspended, impaired or defeated, or suffer or permit the Vessel to engage in any voyage or any activity not permitted under policies of insurance satisfactory to the Mortgagee in all respects for such voyage or the engaging in of such activity. Mortgagee may maintain its own policies of insurance on and with respect to the Vessel and none of such policies shall be contributory to satisfy the obligations of Mortgagor or the requirements of the insurances required by this Section 2.18.

(iii)The Mortgagor shall, on behalf and for the benefit of itself and the Mortgagee, (A) when required by law, maintain Certificates of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act, as amended inter alia by the Oil Pollution Act of 1990, and (B) maintain such additional coverage for the Vessel in respect of pollution liability as may be required by law now or hereafter in effect or customary among owners of similar vessels engaged in trade in the United States or in the Republic of Panama from time to time.  Mortgagor shall provide,

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for Mortgagee’s benefit, policies of insurance covering freight, demurrage and defense insurance to cover any legal defense costs.

Section 2.19Reimbursement of Mortgagee.

In the event that Mortgagor shall fail to obtain or maintain insurance in accordance with the provisions of this Mortgage, Mortgagee shall have the right to obtain, and pay the premiums on, such insurance as the Mortgagee reasonably deems necessary.  The Mortgagor shall reimburse the Mortgagee on demand, with interest (at the interest rate applicable to overdue principal under the provisions of the Notes) for any and all expenditures which the Mortgagee may from time to time make, lay out or expend in providing protection in respect of insurance, discharge or purchase of any liens, taxes, dues, assessments, governmental charges, fines and penalties imposed, repairs, attorneys’ fees and other matters as the Mortgagor is obligated herein to provide, but fails to provide.  Such obligation of the Mortgagor to reimburse the Mortgagee, together with interest as provided above, shall be an additional indebtedness due from the Mortgagor, secured by this Mortgage, and shall be payable by the Mortgagor on demand.  The Mortgagee, though privileged so to do, shall be under no obligation to the Mortgagor or to any other Person to make any such expenditures, nor shall the making thereof relieve the Mortgagor of any Mortgage Event of Default in that respect.

Section 2.20Reports.

Mortgagor shall furnish to the Mortgagee annually and not less than 15 days prior to the renewal or replacement of each policy or entry thereafter, a report and an original signed certificate of insurance by a nationally recognized first-class marine insurance broker acceptable to the Mortgagee, describing in reasonable detail the insurance then carried and maintained on and with respect to the Vessel and certifying that such insurance complies with the terms hereof and certifying that the insurances are in the form, cover the risks and are in the amounts determined in accordance with Section 2.18 of this Mortgage, and that, in the opinion of such firm, the insurance then carried and maintained complies with the terms of said Section 2.18.  Mortgagor shall obtain for the benefit of the Mortgagee the undertaking of Mortgagor’s insurance agent or broker to promptly advise the Mortgagee in writing of any act or omission of which such agent or broker has knowledge which might invalidate or render unenforceable, in whole or in part, any such policy.  The broker shall provide premium information to the Mortgagee specifying an estimate of the total annual premium by line and an estimated supplementary calls and assessments required by the P&I Club.

ARTICLE III
MORTGAGE DEFAULTS AND MORTAGE EVENTS OF DEFAULT

Section 3.01Mortgage Defaults and Mortgage Events of Default.

For the purposes hereof, (a) the occurrence and continuance of a Default under the Indenture shall be a “Mortgage Default” hereunder, and (b) the occurrence and

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continuance of an Event of Default under the Indenture shall be a “Mortgage Event of Default” hereunder.

ARTICLE IV
REMEDIES; APPLICATION OF PROCEEDS

Section 4.01Sale, etc.

During the continuance of any Mortgage Event of Default, the Mortgagee shall have the right to pursue and enforce any of its rights and remedies under the Indenture and any other Note Document and, in addition, Mortgagee may do any one or more of the following as it may elect:

(a)Exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions the laws of the Republic of Panama or other applicable law including the laws of any other applicable jurisdiction;

(b)Bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extra-judicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, on the Notes, and all other obligations due, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise;

(c)Take possession of the Vessel with or without legal proceedings, at any place where it may be found; and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee, and the Mortgagee shall have the right, without being responsible for loss or damage, to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, returns, premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any Person whomsoever, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) of this Section 4.01 below, all costs, expenses (including without limitation attorneys’ fees and disbursements), charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take them, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor;

(d)Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee without being responsible for loss or damage, sell it at any place or places and at such time or times as the Mortgagee may specify, at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim,

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commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, in favor of any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish such legal notices in the hailing port and the places of sale of the Vessel and by sending by mail notice of such sale to the Mortgagor and any other recorded Mortgagee of the Vessel at least twenty (20) days prior to the date fixed for such sale.  In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale.  Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and, without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due to the Mortgagee hereunder or to the Mortgagee under the Indenture, any other Note Document or under any other instrument evidencing any Note Obligation.

Section 4.02Finality of Sale.

A sale of the Vessel made in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them.  No purchaser shall be bound to inquire whether notice has been given or whether any Mortgage Event of Default has occurred, or as to the propriety of the sale, or as to application of the proceeds thereof.  In case of any such sale, any purchaser who is the holder of this Mortgage shall be entitled, for the purpose of making settlement or payment for the Vessel, to apply the balance due under this Mortgage or a part thereof as part or all of the purchase price to the extent of the amount remaining due and unpaid.  At any such sale, the holder of this Mortgage may bid for and purchase the Vessel and upon compliance with the terms of sale may hold, retain and dispose of the Vessel without further accountability.  At any such sale, the Mortgagee may bid for the purchase of the Vessel and upon compliance with the terms of sale may hold and retain and dispose of the Vessel without further accountability therefor.

Section 4.03Powers and Rights of Mortgagee upon Occurrence of a Mortgage Event of Default.

(a)Sale.  For the purpose of Section 4.01 and Section 4.02, the Mortgagor does hereby irrevocably appoint the Mortgagee and its successors and assigns the true and lawful attorneys-in-fact of the Mortgagor, in its name and stead, to make all necessary transfers of the Vessel, and for that purpose the Mortgagee may execute all necessary instruments of assignment and transfer (including bills of sale), the Mortgagor

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hereby ratifying and confirming all that its said attorney shall lawfully do by virtue hereof.  Nevertheless, the Mortgagor, if so requested by the Mortgagee, shall ratify and confirm any sale of the Vessel by executing and delivering to the purchaser thereof such proper bills of sale, conveyances, instruments of transfer and releases as may be designated in such request.

(b)Revenues and Proceeds of the Vessel.  The Mortgagee is hereby irrevocably appointed attorney-in-fact of the Mortgagor, upon the happening and during the continuation of any Mortgage Event of Default in the name of the Mortgagor to demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel, and all amounts due from underwriters under any insurance thereon as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing, the Mortgagor hereby confirming and ratifying the same.

(c)Additional Rights.  The Mortgagor covenants and agrees that in addition to any and all other rights, powers and remedies elsewhere in this Mortgage granted to and conferred upon the Mortgagee, and including, without limitation, in any suit to enforce any of its rights, powers or remedies, if a Mortgage Event of Default shall have occurred and be continuing and shall not have been waived by the Mortgagee, the Mortgagee shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Vessel and collection of the freights, hire, earnings, issues, revenues, income and profits due or to become due arising from any operation of the Vessel, and any receiver or receivers so appointed shall have full right and power to use and operate the Vessel, and (ii) to a decree ordering and directing the sale and disposal of the Vessel, and the Mortgagee may become the purchaser at such sale and shall have the right to credit on the purchase price any and all sums of money due hereunder or to the Mortgagee under the Indenture, any other Note Document or under any other instrument evidencing any Note Obligation.  The Mortgagee shall not be required to have the Vessel marshaled (upon any sale of the Vessel pursuant to this Mortgage or otherwise) or be required to realize on any other Collateral prior to realization on the Vessel.

(d)Restoration of Position.  In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Mortgagor and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to the Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

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Section 4.04Application of Proceeds.

The proceeds of any sale and net earnings derived from the operation, use, charter, or any other employment of the Vessel by the Mortgagee, as mortgage creditor, and within any of the powers and authority above given, as well as the proceeds of any judgment which the Mortgagee may obtain by reason of the breach or failure to perform any of the terms of this Mortgage, as well as the proceeds of any claim for damage received by the Mortgagee while exercising the powers and the authorities above given, shall be applied by the Mortgagee as provided in the Indenture.

In the event the proceeds and the net earnings referred to in this Section 4.04 should be insufficient to pay the sum total of the Note Obligations under the Note Documents, then the Mortgagee, as mortgage creditor, shall have the right to collect and to receive from the Mortgagor, or from any other person or persons who may be chargeable in respect thereof, such amount as will fully pay any remaining deficiency with respect to such obligations under this Mortgage and the other Note Documents.  In any action to enforce the Mortgage whether in rem or in personam, in admiralty, in equity or at law, Mortgagor hereby waives any right to trial by jury.

ARTICLE V
GENERAL POWERS OF MORTGAGEE

(a)Arrest or Detention of Vessel.  In the event that the Vessel shall be arrested or detained by a Marshal or other officer of any court of law, equity or admiralty jurisdiction in any country or nation of the world or by any government or other Person, the Mortgagor does hereby authorize and empower the Mortgagee, from the date of arrest or detention, in the name of the Mortgagor, or its successors or assigns, to apply for and receive possession of and to take possession of the Vessel with all the rights and powers that the Mortgagor, or its successors or assigns, might have, possess or exercise in any such event; and this power of attorney shall be irrevocable and may be exercised not only by the Mortgagee but also by its appointee or appointees, with full power of substitution, to the same extent as if the said appointee or appointees had been named as one of the attorneys above named by express designation.

(b)Suits.  The Mortgagor also authorizes and empowers the Mortgagee or its appointees or any of them to appear in the name of the Mortgagor, its successors or assigns, in any court of any country or nation of the world where a suit is pending against the Vessel because of or on account of any alleged lien against the Vessel from which the Vessel has not been released and to take such proceedings as to them may seem proper towards the defense of such suit and the discharge of such lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or discharge shall be a debt due from the Mortgagor, its successors and assigns, to the Mortgagee, and shall be secured by the lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.

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ARTICLE VI
INDEMNITY

The Mortgagor assumes liability for, and agrees to indemnify and hold the Mortgagee harmless from, all claims, costs, expenses (including, without limitation, legal expenses), damages and liabilities arising from or pertaining to this Mortgage or the ownership, use, possession or operation of the Vessel by anyone other than the Mortgagee or a holder of the Notes; provided that Mortgagor shall have no obligation hereunder with respect to indemnified liabilities arising from the gross negligence or wilful misconduct of the Mortgagee.  The agreements and indemnities contained in this Article shall survive the maturity or earlier discharge of this Mortgage and payment in full of the Notes and Note Obligations.

ARTICLE VII
SUNDRY PROVISIONS

Section 7.01Cumulative Remedies; No Waiver.

Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein or now or hereafter existing at law, in equity, in admiralty or by statute, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy.  No delay or omission by the Mortgagee in the exercise of any right or power in the pursuance of any remedy specified in Article 4 accruing upon any Mortgage Event of Default hereof shall impair any such right, power or remedy or be construed to be a waiver of any such Mortgage Event of Default or an acquiescence therein; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of any part of the indebtedness secured by this Mortgage or of any payment on account of any past Mortgage Event of Default be construed to be a waiver of any right to take advantage of any future Mortgage Event of Default or of any past Mortgage Event of Default not completely cured thereby.

Section 7.02Further Assurances.

In the event that this Mortgage, or any provisions hereof, shall be deemed invalid in whole or in part by reason of any present or future law or any decision of any court having jurisdiction, or if the documents at any time held by the Mortgagee shall be deemed by the Mortgagee for any reason insufficient to carry out the rights and powers granted to the Mortgagee herein, then, from time to time, the Mortgagor will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered such other and further assurances and documents as in the opinion of the Mortgagee may reasonably be required in order to more effectively subject the Vessel to the lien of this Mortgage or more effectively subject the Vessel to the performance of the terms and

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provisions of this Mortgage, or to enable this Mortgage continuously to enjoy the status of a “preferred” mortgage.

Section 7.03No Waiver of Preferred Status.

No provision of this Mortgage shall be deemed to constitute a waiver by the Mortgagee of the preferred status hereof given by Panamanian law, and any provision of this Mortgage which would otherwise constitute such a waiver shall to such extent be of no force or effect.

Section 7.04Survival of Agreements.

All representations, warranties, covenants and agreements herein contained or made in writing in connection with this Mortgage shall survive the execution of this Mortgage and shall continue in full force and effect until all sums secured hereby shall have been paid in full, and the same shall bind and inure to the benefit of the respective successors and assigns of the Mortgagor and the Mortgagee.

Section 7.05Notices.

All notices and other communications required or permitted to be given hereunder shall be given in the manner set forth in Section 12.02 of the Indenture.

Section 7.06Counterparts; Amendments.

This instrument may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original.  No amendment, modification, or waiver of any provision of this Mortgage, and no consent with respect to any departure of the Mortgagor therefrom, shall be effective unless the same is in writing and conforms to the requirements set forth in Article IX of the Indenture.

Section 7.07Nature of Agreements Hereunder.

The agreements, terms, conditions, rights, remedies and indemnities provided herein are in addition to, not in limitation of, and shall not be limited by, each of the agreements, terms, conditions, rights, remedies and indemnities contained in the Indenture.

Section 7.08Recording.

For purposes of this Mortgage and for purposes of recording this Mortgage as required by Panamanian law, the total amount of this Mortgage is ONE HUNDRED EIGHTY-FIVE MILLION UNITED STATES DOLLARS ($185,000,000) plus interest, costs, expenses and performance of Mortgage covenants; the discharge amount is the same as the total amount and there is no separate discharge amount.

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Section 7.09Construction.

Any provision of this Mortgage which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by law, Mortgagor hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

Section 7.10Governing Law.

This Mortgage shall be governed by the laws of the Republic of Panama.

Section 7.11Power of Attorney for Registration.

The parties hereto hereby confer a special power of attorney with full right of substitution upon the law firm of Morgan & Morgan of Panama City, the Republic of Panama, empowering them to take all necessary steps to record the Mortgage created hereby in the appropriate registries of the Republic of Panama.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed and delivered as of the day and year first above written.

[MORTGAGOR]

By:

Name:

Title:

SIGNATURE PAGE

FIRST PREFERRED SHIP MORTGAGE

NOTARIAL CERTIFICATE

I, the undersigned, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing in England, DO HEREBYCERTIFY that:

Mr. [insert name] as [insert title] of [Mortgagor] did sign and deliver the attached First Preferred Ship Mortgage hereunto annexed in my presence and the signature appearing at the foot of the said Mortgage, is his authentic signature, and sufficient proof has been produced to me that he has the right and power to execute the said Mortgage on behalf of [Mortgagor], as the Mortgagor.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office on this [    ] day of November,2006.

(Signed)
	PUBLIC NOTARY

NOTARIAL CERTIFICATE

FIRST PREFERRED SHIP MORTGAGE

SCHEDULE I

Vessel

Name of Vessel	:
Permanent Patent Number	:
Call Sign	:
Registered Length	:
Registered Breadth	:
Registered Depth	:
Gross Tonnage	:
Net Tonnage	:

1

SCHEDULE II

Information for the Purposes of

Article 1515 of the Panamanian

Commercial Code

Owner/Mortgagor Name and Address:	[Mortgagor] c/o Vives y Asociados Edificio Banco Aliado Octavo Piso Calle Beatrix M. de Cabal Guidad Panama Panama 5, Republic of Panama
Mortgagee Name and Address:	Wilmington Trust Company, as Trustee Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890 U.S.A.
Mortgage Contract Date:	November 16, 2006
Name of Vessel:
Vessel Details:	Permanent Patent No.: Call Sign: Registered Length: Registered Breadth: Registered Depth: Gross Tonnage: Net Tonnage:
Mortgage Amount:	One Hundred Eighty-Five Million U.S. Dollars ($185,000,000)
Maturity Date:	December 1, 2011 (the “Maturity Date”)
Interests, if any:	11% per annum; fixed rate

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Mode of Payment: Principal: The principal is to be repaid on the Maturity Date. Interest: Interest is payable semi-annually on December 1 and June 1 of each year.

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EX-10.2

EXHIBIT 10.2

ASSIGNMENT OF INSURANCES

Dated as of

November 16, 2006

made by

Mortgagor

and

Wilmington Trust Company,

as Trustee

ASSIGNMENT OF INSURANCES

This ASSIGNMENT OF INSURANCES, dated as of November 16, 2006, is entered into by and between [Mortgagor], a Panamanian company duly organized and existing under the laws of the Republic of Panama (the “Assignor”), and WILMINGTON TRUST COMPANY, as trustee under the Indenture referred to below (acting in such capacity, together with its successors and assigns, the “Trustee”).

Recitals

A.            Britannia Bulk plc, a company registered in England and Wales (the “Company”), as issuer, and the Trustee, as trustee for the benefit of the holders of the Notes (as such term is hereinafter defined), are parties to that certain Indenture dated as of November 16, 2006 (said Indenture, as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, being herein called the “Indenture”), pursuant to which the Company will issue notes in an aggregate principal sum of US$185,000,000 (One Hundred Eighty-Five Million United States Dollars) (as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, the “Notes”).

B.            The Assignor is a wholly-owned subsidiary of the Company. Accordingly, the Assignor and the Company share a common interest as members of a group of companies that will derive substantial direct and indirect economic and other benefits from the issuance of the Notes under the Indenture.

C.            The Assignor has agreed to execute and deliver to the Trustee on behalf of the holders of the Notes this Assignment of Insurances in order to secure the payment in full of the Notes and other Note Obligations (as such term is hereinafter defined).

Agreement

In consideration of the premises herein and to induce the holders of the Notes to enter into the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01           Definitions.

As used herein:

(a)           terms defined above have the meanings given such terms above;

(b)           unless otherwise defined herein, terms defined in the Indenture and used herein have the meanings given to them in the Indenture;

(c)           unless otherwise defined herein, terms defined in the Uniform Commercial Code (as defined herein) and used herein have the same meanings herein as specified therein;

provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article of the Uniform Commercial Code, then such term has the meaning specified in Article 9; and

(d)           the following terms have the following meanings:

“Assignment” means this Assignment of Insurances, as the same may be amended, supplemented or otherwise modified from time to time.

“Collateral” has the meaning given such term in Section 2.01.

“Insurances” has the meaning given such term in Section 2.01.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof, a ship or vessel mortgage or encumbrance, any option or other agreement to sell or give a security interest in any property).

“Note Documents” means, collectively, the Notes, the Indenture, and the Security Documents.

“Note Obligations” means (a) all principal, interest, premium, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any Obligor under the Note Documents; (b) all amounts now or hereafter owed by the Assignor under this Assignment and the other Security Documents; and (c) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Obligor” means each of the Company, the Assignor, any Person that now is or hereafter becomes a guarantor of the Notes, and any other Person that has granted a Lien upon any of such Person’s property as security for the Note Obligations.

“Security Documents” means this Assignment and any other security agreements, pledge agreements, collateral assignments, mortgages, vessel mortgages, marine mortgages, deeds of covenants, assignments of earnings, assignments of insurances, share pledges, collateral agency agreements, intercreditor agreements, deeds of trust or other grants or transfers for security executed and delivered by the Assignor, the Company and/or any other Obligor creating, or purporting to create, a Lien upon any Collateral in favor of the Trustee for the benefit of the holders of the Notes, in each case as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Trustee’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the

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provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

“Vessel” means the vessel described in Exhibit A.

Section 1.02           Rules of Construction.

Section 1.04 of the Indenture is hereby incorporated herein by reference and shall apply to this Assignment, mutatis mutandis.

ARTICLE II

ASSIGNMENT

Section 2.01           Assignment.

As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Assignor does hereby assign, transfer and convey to the Trustee, its successors and assigns, and does hereby grant to the Trustee, its successors and assigns, a first priority continuing security interest in, lien on and right of setoff against, all of the following property, wherever located, whether now owned or at any time hereafter acquired by the Assignor or in which the Assignor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): all policies and contracts of insurance, including, without limitation, the Assignor’s rights under all entries in any protection and indemnity or war risks associations or clubs, which are from time to time taken out by or for the Assignor in respect of the Vessel, its hull, machinery, freights, disbursements, profits or otherwise, and all the benefits thereof and all other rights of the Assignor in respect thereof, including, without limitation, all claims of whatsoever nature, as well as return premiums (all of which are herein collectively called the “Insurances”), and in and to all moneys and claims for moneys in connection therewith and all proceeds and products of all of the foregoing.

In addition to the rights granted to the Trustee, the Assignor hereby further transfers and assigns to the Trustee by way of security any and all such Liens, financing statements or similar interests of the Assignor attributable to its interest in the Collateral arising under or created by any statutory provision, judicial decision or otherwise.

Section 2.02           Payments.

During the continuance of an Event of Default, the Trustee shall be entitled to receive all payments of Insurances in respect of the Vessel payable to the Assignor and assigned hereby. The Assignor shall cause all sums so payable to the Assignor and assigned hereby to be paid directly to the Trustee to an account designated by the Trustee for such purpose. THE ASSIGNOR AGREES TO INDEMNIFY AND HOLD HARMLESS ANY AND ALL PARTIES (INCLUDING FOR SUCH PERSONS’ OWN ORDINARY NEGLIGENCE) MAKING PAYMENTS TO THE TRUSTEE UNDER THE ASSIGNMENT CONTAINED HEREIN, AGAINST ANY AND ALL LIABILITIES, ACTIONS, CLAIMS, JUDGMENTS, COSTS, CHARGES AND ATTORNEYS’ FEES RESULTING FROM THE DELIVERY OF SUCH PAYMENTS TO THE TRUSTEE, AND ALL SUCH

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AMOUNTS TOGETHER WITH SUCH INTEREST THEREON SHALL BE PART OF THE NOTE OBLIGATIONS. THE INDEMNITY AGREEMENT CONTAINED IN THE PREVIOUS SENTENCE IS MADE FOR THE DIRECT BENEFIT OF AND SHALL BE ENFORCEABLE BY ALL SUCH PERSONS. Should the Trustee bring suit against any third party for collection of any amount or sums included within this Assignment (and the Trustee shall have the right to bring any such suit), it may sue either in its own name, in the names of the holders of the Notes or in the name of the Assignor, or any of the foregoing. As used in this Section 2.02, the term Trustee shall collectively mean and include not only the Trustee described herein but also any holder of a Note, and any respective Persons owned or controlled by or affiliated with the Trustee.

Section 2.03           Performance under Insurances; No Duty of Inquiry.

The Assignor hereby undertakes that it shall punctually perform all of its obligations under all Insurances to which it is a party pertaining to the Vessel. It is hereby expressly agreed that, anything contained herein to the contrary notwithstanding, the Assignor shall remain liable under all Insurances pertaining to the Vessel to perform the obligations assumed by it thereunder, and the Trustee shall have no obligation or liability of any nature whatsoever under any such Insurances (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) by reason of, or arising out of, this Assignment, nor shall the Trustee be required to assume or be obligated in any manner to perform or fulfill any obligation of the Assignor under or pursuant to any such Insurances. Nothing in this Assignment shall be deemed or construed to create a delegation to or assumption by the Trustee, of the duties and obligations of the Assignor under any agreement or contract relating to the Vessel or the Insurances. All of the parties to any such Insurances or contracts shall continue to look to the Assignor for performance of all covenants and other obligations and the satisfaction of all representations and warranties of the Assignor thereunder, notwithstanding the assignment herein made or the exercise by the Trustee of any of its rights hereunder or under applicable law. The Trustee shall not be required to make any payment or make any inquiry as to the nature or sufficiency of any payment received by the Trustee, or, unless and until indemnified to its satisfaction, to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder or pursuant hereto at any time or times.

Section 2.04           No Modification of Note Obligations.

Nothing herein contained shall modify or otherwise alter the obligation of the Assignor to make prompt payment of all Note Obligations, including principal and interest owing thereon, when and as the same become due regardless of whether the Collateral is sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Note Obligations. Nothing in this Assignment is intended to be an acceptance of collateral in satisfaction of or in discharge of the Note Obligations.

Section 2.05           Affirmative Covenants.

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Until all of the Note Obligations have been fully and finally paid and the Indenture and the other Note Documents have been terminated, the Assignor hereby covenants and agrees with the Trustee to:

(a)           do, cause to be done or permit to be done each and every act or thing which the Trustee may from time to time reasonably require to be done for the purpose of enforcing the Trustee’s rights under this Assignment and the Assignor will allow its name to be used as and when required by the Trustee for that purpose; and

(b)           forthwith give notice in the form set out in Exhibit D attached hereto, or cause its insurance brokers to give notice, of this Assignment to all insurers, underwriters, clubs and associations providing insurance in connection with the Vessel and procure that such notice is endorsed on all the policies and entries of insurances in respect of the Vessel and are endorsed to provide that the Trustee shall be named in a manner such that it is afforded the stature of additional insured, as its interest may appear, and the Trustee shall be named loss payee.

Section 2.06           Negative Pledge.

The Assignor does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge so long as this Assignment shall remain in effect, any of its right, title or interest in the whole or any part of the Collateral hereby assigned to anyone other than the Trustee, and it will not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the rights hereby assigned or any of the rights created in this Assignment.

Section 2.07           Notices; Loss Payable Clauses.

(a)           All Insurances, except entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries, relating to the Vessel shall contain a loss payable and notice of cancellation clause in the form of Exhibit B hereto or in such other form as the Trustee may agree; and

(b)           All entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries relating to the Vessel shall contain a loss payable and notice of cancellation clause in the form of Exhibit C hereto or in such other form as the Trustee may agree.

Section 2.08           Attorney-in-Fact.

The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Trustee shall have the right, at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee and the holders of the Notes, and/or the Assignor, with all reasonable costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoint and constitute the Trustee

5

as the Assignor’s true and lawful attorney-in-fact with full power (in the name of the Assignor or otherwise), to ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in connection therewith, to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises, and to file, without the signature of the Assignor, any and all financing statements or similar documents, other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any action pursuant to the power granted by this Section 2.08 unless an Event of Default shall have occurred and be continuing. Such appointment of the Trustee as attorney-in-fact is irrevocable and is coupled with an interest. Nothing contained in this Section 2.08 shall be deemed or considered as creating any obligation on the part of the Trustee to take any of the actions described herein.

Section 2.09           Application of Proceeds.

All moneys collected or received by the Trustee pursuant to this Assignment shall be applied as provided in Section 6.10 of the Indenture.

Section 2.10           Remedies Cumulative and Not Exclusive; No Waiver.

Each and every right, power and remedy given herein, in the Indenture and the other Note Documents to the Trustee shall be cumulative and shall be in addition to every other right, power and remedy of the Trustee now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time to time, in whole or in part, and as often and in such order as may be deemed expedient by the Trustee, and the exercise or the commencement of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. Without limitation of the foregoing, during the continuation of an Event of Default, the Trustee shall have the rights and remedies of a secured party under the Uniform Commercial Code. No delay or omission by the Trustee in the exercise of any right or power in the pursuance of any remedy accruing upon any breach or default by the Assignor shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance by the Trustee of any security or of any payment of or on account of any of the amounts due from the Assignor to the Trustee and maturing after any breach or default or of any payment on account of any past breach or default be construed to be a waiver of any right to take advantage of any future breach or default or of any past breach or default not completely cured thereby.

Section 2.11           Invalidity.

If any provision of this Assignment shall at any time for any reason be declared or decided to be invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Assignment, or the validity of this Assignment as a whole. In the event that by reason of any law or regulation in force or to become in force, or by reason of a ruling of any court of competent jurisdiction, or

6

by any other reason whatsoever, this Assignment is rendered either wholly or partly defective, the Assignor shall furnish the Trustee with an alternative assignment or security and do all such other acts as are reasonably required in order to ensure and give effect to the full intent of this Assignment.

Section 2.12           Continued Security.

It is declared and agreed that the security created by this Assignment shall be held by the Trustee as a continuing security for the payment of all moneys which may at any time and from time to time be or become payable by the Assignor in connection with the Note Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby secured and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Trustee for all or any part of the moneys hereby secured.

Section 2.13           Termination.

The Trustee shall terminate this Assignment and release the Collateral only in compliance with the provisions of Section 10.03 of the Indenture and the relevant provisions of this Agreement. Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or omission to act by the Trustee or the holders of the Notes hereunder shall be deemed to constitute a retention of the Collateral in satisfaction of the Note Obligations or otherwise to be in full satisfaction of the Note Obligations, and the Note Obligations shall remain in full force and effect, until the Trustee and the holders of the Notes shall have applied payments (including, without limitation, collections from Collateral) towards the Note Obligations in the full amount then outstanding or until such subsequent time as is provided in the Indenture. If this Assignment has terminated and any payment actually received by the Trustee is subsequently invalidated, rescinded, declared to be fraudulent or preferential or set aside and is required to be repaid under any bankruptcy or other similar law, then this Assignment shall be reinstated and its provisions will continue in effect for the benefit of the Trustee and the Noteholders until such amounts are fully and finally paid in cash.

Section 2.14           Notices.

Any notices or communications hereunder shall be made in accordance with Section 12.02 of the Indenture.

Section 2.15           Waiver; Amendment.

No amendment, modification, or waiver of any provision of this Assignment, and no consent with respect to any departure of the Assignor therefrom, shall be effective unless the same is in writing and conforms to the requirements set forth in Article IX of the Indenture.

Section 2.16           Further Assurances.

The Assignor agrees that at any time and from time to time, upon the written request of the Trustee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Trustee may deem reasonably necessary in obtaining the full

7

benefits of this Assignment (including, without limitation, in connection with the perfection of the security interest created hereby) and of the rights and powers herein granted.

Section 2.17           Governing Law.

This Assignment shall be governed by and construed in accordance with, the internal laws of the State of New York.

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IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed as of the day and year first above written.

[MORTGAGOR]

By:

Name:

Title:

SIGNATURE PAGE 1 TO ASSIGNMENT OF INSURANCES

WILMINGTON TRUST COMPANY, as

Trustee

By:

Name:

Title:

SIGNATURE PAGE 2 TO ASSIGNMENT OF INSURANCES

EXHIBIT A

TO ASSIGNMENT OF INSURANCES

Vessel

Name of Vessel	:
Permanent Patent Number	:
Call Sign	:
Registered Length	:
Registered Breadth	:
Registered Depth	:
Gross Tonnage	:
Net Tonnage	:

EXHIBIT B

LOSS PAYABLE CLAUSE

Hull and Machinery (War Risks)

Loss, if any, in excess of $500,000 payable to Wilmington Trust Company, as Trustee, as mortgagee (the “Mortgagee”), for distribution by it to itself.  The underwriters shall make all payments hereunder directly to the Mortgagee pursuant to its instructions.  Notwithstanding the preceding sentence, unless otherwise required by the Mortgagee by notice to the underwriters stating that a Mortgage Default is continuing, although losses hereunder are payable to the Mortgagee, any loss (other than an actual or constructive total loss) with respect to the Vessel involving any damage to the Vessel, may be paid directly for the repair, salvage or other charges involved or, Assignor shall have first fully repaired the damage or paid all of the salvage or other charges, may pay Assignor as reimbursement therefor; provided, however, that if such damage involves a loss in excess of $500,000, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of the actual total loss or agreed, compromised or constructive total loss of the Vessel, payment shall be made to the Mortgagee, for deposit into an account designated for such purpose by the Mortgagee.

The Mortgagee shall be advised:

1.at least 30 days before cancellation of this insurance may take effect;

2.of any failure to renew any such insurance at least 30 days prior to the date of renewal thereof;

3.of any act or omission or of any event of which the insurer has knowledge and which might invalidate or render unenforceable in whole or in part any such insurance; and

4.of any default in the payment of any premium with respect to, or the material alteration of, any such insurances.

EXHIBIT C

LOSS PAYABLE CLAUSE

Protection and Indemnity

Payment of any recovery in excess of $500,000 that [Mortgagor] (the “Owner”) is entitled to make out of the funds of the Insurer in respect of any liability, costs or expenses incurred by it shall be made to Wilmington Trust Company, as Trustee, as mortgagee (the “Mortgagee”), and all recoveries shall thereafter be paid directly to the Mortgagee.  Notwithstanding the preceding sentence, unless otherwise required by the Mortgagee by notice to the underwriters stating that a Mortgage Default is continuing, although losses hereunder are payable to the Mortgagee, any loss under any insurance on the Vessel with respect to protection and indemnity risks may be paid directly to Assignor to reimburse it for any loss, damage or expense incurred by it and covered by such insurance or to the person to whom any liability covered by such insurance has been incurred; provided, however, that if any such payment is in excess of $500,000, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

The Mortgagee shall be advised:

1.at least 30 days before cancellation of this insurance may take effect;

2.of any failure to renew any such insurance at least 30 days prior to the date of renewal thereof;

3.of any act or omission or of any event of which the insurer has knowledge and which might invalidate or render unenforceable in whole or in part any such insurance; and

4.of any default in the payment of any premium with respect to, or the material alteration of, any such insurances.

EXHIBIT D

NOTICE OF ASSIGNMENT OF INSURANCES

TO:

TAKE NOTICE:

1.that by an Assignment of Insurances dated the 16th day of November 2006, made by us to Wilmington Trust Company, as Trustee (acting in such capacity, together with its successors and assigns, the “Trustee”), a copy of which is attached hereto, we have collaterally assigned to the Trustee as from the date hereof, inter alia, all our right, title and interest in, to and under all policies and contracts of insurance, including our rights under all entries in any protection and indemnity or war risk association or club, which are from time to time taken out by us in respect of the Panamanian flag vessel [           ] (the “Vessel”), Permanent Patent No. [        ], Call Sign [    ], and its earnings and all the benefits thereof including all claims of whatsoever nature (all of which together are hereinafter called the “Insurances”).

2.that you are hereby irrevocably authorized and instructed to pay as from the date hereof all payments under all Insurances, except entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries, relating to the Vessel in accordance with the loss payable clause in Exhibit B of the Assignment of Insurances.

3.all entries in protection and indemnity associations or clubs or insurances affected in lieu of such entries relating to the Vessel in accordance with the loss payable clause in Exhibit C of the Assignment of Insurances.

4.that you are hereby instructed to endorse the assignment, notice of which is given to you herein, on all policies or entries relating to the Vessel.

DATED AS OF THE       day of                             .

[MORTGAGOR]

By:

Name:

Title:

We hereby acknowledge receipt of the foregoing

Notice of Assignment and agree to act in accordance

with the terms thereof:

By:

Name:

Title:

EX-10.3

Exhibit 10.3

FORM OF

ASSIGNMENT OF EARNINGS

DATED AS OF

NOVEMBER 16, 2006

MADE BY

MORTGAGOR

AND

WILMINGTON TRUST COMPANY,

AS TRUSTEE

ASSIGNMENT OF EARNINGS

This ASSIGNMENT OF EARNINGS, dated as of November 16, 2006, is entered into by and between Mortgagor, a Panamanian company duly organized and existing under the laws of the Republic of Panama (the “Assignor”), and WILMINGTON TRUST COMPANY, as trustee under the Indenture referred to below (acting in such capacity, together with its successors and assigns, the “Trustee”).

Recitals

A.           Britannia Bulk plc, a company registered in England and Wales (the “Company”), as issuer, and the Trustee, as trustee for the benefit of the holders of the Notes (as such term is hereinafter defined), are parties to that certain Indenture dated as of November 16, 2006 (said Indenture, as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, being herein called the “Indenture”), pursuant to which the Company will issue notes in an aggregate principal sum of US$185,000,000 (One Hundred Eighty-Five Million United States Dollars) (as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time, the “Notes”).

B.           The Assignor is a wholly-owned subsidiary of the Company.  Accordingly, the Assignor and the Company share a common interest as members of a group of companies that will derive substantial direct and indirect economic and other benefits from the issuance of the Notes under the Indenture.

C.           The Assignor has agreed to execute and deliver to the Trustee on behalf of the holders of the Notes this Assignment of Earnings in order to secure the payment in full of the Notes and other Note Obligations (as such term is hereinafter defined).

Agreement

In consideration of the premises herein and to induce the holders of the Notes to enter into the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.01         Definitions.

As used herein:

(a)           terms defined above have the meanings given such terms above;

(b)           unless otherwise defined herein, terms defined in the Indenture and used herein have the meanings given to them in the Indenture;

(c)           unless otherwise defined herein, terms defined in the Uniform Commercial Code (as defined herein) and used herein have the same meanings herein as specified therein;

provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article of the Uniform Commercial Code, then such term has the meaning specified in Article 9; and

(d)           the following terms have the following meanings:

“Assignment” means this Assignment of Earnings, as the same may be amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time.

“Collateral” has the meaning given such term in 2.01.

“Contract” means each rental agreement, lease, charter, or sale agreement relating to the Vessel.  Notwithstanding the foregoing, the term “Contracts” shall not include any Contracts relating to any Excluded Account.

“Earnings” means:

(a)           all the Assignor’s right, title and interest to and in whatever is received (whether voluntary or involuntary, whether cash or non cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and/or inventory) upon the lease, sale, charter, exchange, transfer, or other disposition of the Vessel;

(b)           all claims for damages for any breach by any charterer or other party thereto of any bareboat or time charter, or lease of the Vessel; and

(c)           all remuneration for salvage and towage services (if any), demurrage and detention moneys (if any), in each case related to the Vessel, and all insurance proceeds payable to Assignor with respect to any third party liability for any loss of or damage to all or any part of the Vessel.

Notwithstanding the foregoing, the term “Earnings” shall not include the Excluded Accounts.

“Excluded Accounts” means any right to payment of a monetary obligation in respect of the Vessel, whether or not earned by performance, (a) for services to rendered or to be rendered; or (b) for the use or hire of the Vessel under a charter or other contract the duration of which does not exceed one calendar year (such charters or other contracts herein referred to collectively as “Short-Term Charters”).  For the avoidance of doubt, the following shall not be treated as “Excluded Accounts”:  rights to payment of a monetary obligation in respect of the Vessel, whether or not earned by performance, (i) for the sale, lease, license, assignment or other disposition of the Vessel, other than Short-Term Charters; (ii) for the use or hire of the Vessel, other than Short-Term Charters; or (iii) for a policy of insurance issued or to be issued relating to the Vessel.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature

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thereof, a ship or vessel mortgage or encumbrance, any option or other agreement to sell or give a security interest in any property).

“Note Documents” means, collectively, the Notes, the Indenture, and the Security Documents.

“Note Obligations” means (a) all principal, interest, premium, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any Obligor under the Note Documents; (b) all amounts now or hereafter owed by the Assignor under this Assignment and the other Security Documents; and (c) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Obligor” means each of the Company, the Assignor, any Person that now is or hereafter becomes a guarantor of the Notes, and any other Person that has granted a Lien upon any of such Person’s property as security for the Note Obligations.

“Security Documents” means this Assignment and any other security agreements, pledge agreements, collateral assignments, mortgages, vessel mortgages, marine mortgages, deeds of covenants, assignments of earnings and insurances, share pledges, collateral agency agreements, intercreditor agreements, deeds of trust or other grants or transfers for security executed and delivered by the Assignor, the Company and/or any other Obligor creating, or purporting to create, a Lien upon any property or assets in favor of the Trustee for the benefit of the holders of the Notes, in each case as amended, modified, supplemented, renewed, restated or replaced, in whole or part, from time to time.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Trustee’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

“Vessel” means the vessel described in Exhibit A.

1.02         Rules of Construction.

Section 1.04 the Indenture is hereby incorporated herein by reference and shall apply to this Assignment, mutatis mutandis.

ARTICLE II
ASSIGNMENT

2.01         Assignment.

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As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Assignor does hereby assign, transfer and convey to the Trustee, its successors and assigns, and does hereby grant to the Trustee, its successors and assigns, a first priority continuing security interest in, lien on and right of setoff against, all of the following property, wherever located, whether now owned or at any time hereafter acquired by the Assignor or in which the Assignor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(a)           the Earnings of the Vessel from any source;

(b)           all moneys or other compensation payable by reason of requisition of title or for hire or other compulsory acquisition of the Vessel or the Vessel’s capture, seizure, arrest, detention or confiscation by any governmental authority or Persons acting on behalf of any governmental authority; and

(c)           all proceeds and products of the foregoing.

Notwithstanding the foregoing, the term “Collateral” shall not include the Excluded Accounts.

Upon the occurrence and continuation of an Event of Default, the Assignor hereby authorizes and directs any party to a Contract and their respective successors and assigns to treat and regard the Trustee as the party entitled, in the Assignor’s place and stead, to receive said proceeds and amounts and to exercise all rights of the Assignor with respect thereto; and said parties shall be fully protected in so treating and regarding the Trustee and shall be under no obligation to see to the application by the Trustee of any such proceeds received by it.  In addition to the rights granted to the Trustee, the Assignor hereby further transfers and assigns to the Trustee by way of security any and all such Liens, financing statements or similar interests of the Assignor attributable to its interest in the Collateral arising under or created by any statutory provision, judicial decision or otherwise.

2.02         Account Debtors.

Upon the occurrence of an Event of Default, the Trustee shall have the right to give notice of this Assignment to all account debtors and require that they make all future payments directly to the Trustee.  No Person making payments to the Trustee at its request under the assignment contained herein shall have any responsibility to see to the application of any of such funds, and any party paying or delivering proceeds or amounts to the Trustee under such assignment shall be released thereby from any and all liability to the Trustee to the full extent and amount of all payments or proceeds so delivered.  THE ASSIGNOR AGREES TO INDEMNIFY AND HOLD HARMLESS ANY AND ALL PARTIES (INCLUDING FOR SUCH PERSONS’ OWN ORDINARY NEGLIGENCE) MAKING PAYMENTS TO THE TRUSTEE AT THE TRUSTEE’S REQUEST UNDER THE ASSIGNMENT CONTAINED HEREIN, AGAINST ANY AND ALL LIABILITIES, ACTIONS, CLAIMS, JUDGMENTS, COSTS, CHARGES AND ATTORNEYS’ FEES RESULTING FROM THE DELIVERY OF SUCH PAYMENTS TO THE TRUSTEE, AND ALL SUCH AMOUNTS TOGETHER WITH

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SUCH INTEREST THEREON SHALL BE PART OF THE NOTE OBLIGATIONS.  THE INDEMNITY AGREEMENT CONTAINED IN THE PREVIOUS SENTENCE IS MADE FOR THE DIRECT BENEFIT OF AND SHALL BE ENFORCEABLE BY ALL SUCH PERSONS.  Should the Trustee bring suit against any third party for collection of any amount or sums included within this assignment (and the Trustee shall have the right to bring any such suit), it may sue either in its own name, in the names of the holders of the Notes or in the name of the Assignor, or any of the foregoing.

2.03         Performance under Charters; No Duty of Inquiry.

The Assignor hereby undertakes that it shall punctually perform all of its obligations under all Contracts to which it is a party pertaining to the Vessel.  It is hereby expressly agreed that, anything contained herein to the contrary notwithstanding, the Assignor shall remain liable under all Contracts to perform the obligations assumed by it thereunder, and the Trustee shall have no obligation or liability of any nature whatsoever under any Contract by reason of, or arising out of, this Assignment, nor shall the Trustee be required to assume or be obligated in any manner to perform or fulfill any obligation of the Assignor under or pursuant to any Contract.  Nothing in this Assignment shall be deemed or construed to create a delegation to or assumption by the Trustee, of the duties and obligations of the Assignor under any Contract.  All of the parties to any Contract shall continue to look to the Assignor for performance of all covenants and other obligations and the satisfaction of all representations and warranties of the Assignor thereunder, notwithstanding the assignment herein made or the exercise by the Trustee of any of its rights hereunder or under applicable law.  The Trustee shall not be required to make any payment or make any inquiry as to the nature or sufficiency of any payment received by the Trustee, or, unless and until indemnified to its satisfaction, to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder or pursuant hereto at any time or times.

2.04         No Modification of Note Obligations.

Nothing herein contained shall modify or otherwise alter the obligation of the Assignor to make prompt payment of all Note Obligations, including principal and interest owing thereon, when and as the same become due regardless of whether the Collateral is sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Note Obligations.  Nothing in this Assignment is intended to be an acceptance of collateral in satisfaction of or in discharge of the Note Obligations.

2.05         Affirmative Covenants.

Until all of the Note Obligations have been fully and finally paid and the Indenture and the other Note Documents have been terminated, the Assignor hereby covenants and agrees with the Trustee to:

(a)           promptly notify the Trustee in writing of the commencement and termination of any period during which the Vessel is requisitioned; and

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(b)           during the continuance of an Event of Default, use its best efforts to cause any party for any Contract to execute a Consent and Agreement to this Assignment in substantially the form attached hereto as Exhibit B and deliver such Consent and Agreement to the Trustee.

2.06         Negative Pledge.

The Assignor does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge so long as this Assignment shall remain in effect, any of its right, title or interest in the whole or any part of the Collateral hereby assigned to anyone other than the Trustee, and it will not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the rights hereby assigned or any of the rights created in this Assignment.

2.07         Attorney-in-Fact.

The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Trustee shall have the right, at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee, and/or the Assignor, with all reasonable costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor.  The Assignor does hereby irrevocably appoint and constitute the Trustee as the Assignor’s true and lawful attorney-in-fact with full power (in the name of the Assignor or otherwise), to ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in connection therewith, to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises, and to file, without the signature of the Assignor, any and all financing statements or similar documents, other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any action pursuant to the power granted by this 2.07 unless an Event of Default shall have occurred and be continuing.  Such appointment of the Trustee as attorney-in-fact is irrevocable and is coupled with an interest.

2.08         Application of Proceeds.

All moneys collected or received by the Trustee pursuant to this Assignment shall be applied as provided in Section 6.10 of the Indenture.

2.09         Remedies Cumulative and Not Exclusive; No Waiver.

Each and every right, power and remedy given herein, in the Indenture and the other Note Documents to the Trustee shall be cumulative and shall be in addition to every other right, power and remedy of the Trustee now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time to time, in whole or in part, and as often and in such order as may be deemed expedient by the Trustee, and the exercise or the commencement of the exercise of any right,

6

power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.  Without limitation of the foregoing, during the continuation of an Event of Default, the Trustee shall have the rights and remedies of a secured party under the Uniform Commercial Code.  No delay or omission by the Trustee in the exercise of any right or power in the pursuance of any remedy accruing upon any breach or default by the Assignor shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance by the Trustee of any security or of any payment of or on account of any of the amounts due from the Assignor to the Trustee and maturing after any breach or default or of any payment on account of any past breach or default be construed to be a waiver of any right to take advantage of any future breach or default or of any past breach or default not completely cured thereby.

2.10         Invalidity.

If any provision of this Assignment shall at any time for any reason be declared or decided to be invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Assignment, or the validity of this Assignment as a whole.  In the event that by reason of any law or regulation in force or to become in force, or by reason of a ruling of any court of competent jurisdiction, or by any other reason whatsoever, this Assignment is rendered either wholly or partly defective, the Assignor shall furnish the Trustee with an alternative assignment or security and do all such other acts as are reasonably required in order to ensure and give effect to the full intent of this Assignment.

2.11         Continued Security.

It is declared and agreed that the security created by this Assignment shall be held by the Trustee as a continuing security for the payment of all moneys which may at any time and from time to time be or become payable by the Assignor in connection with the Note Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby secured and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Trustee for all or any part of the moneys hereby secured.

2.12         Termination.

The Trustee shall terminate this Assignment and release the Collateral only in compliance with the provisions of Section 10.03 of the Indenture and the relevant provisions of this Agreement.  Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or omission to act by the Trustee or the holders of the Notes hereunder shall be deemed to constitute a retention of the Collateral in satisfaction of the Note Obligations or otherwise to be in full satisfaction of the Note Obligations, and the Note Obligations shall remain in full force and effect, until the Trustee and the holders of the Notes shall have applied payments (including, without limitation, collections from Collateral) towards the Note Obligations in the full amount then outstanding or until such subsequent time as is provided in the Indenture.  If this Assignment has terminated and any payment actually received by the Trustee is subsequently invalidated, rescinded, declared to be fraudulent or preferential or set aside and is required to be

7

repaid under any bankruptcy or other similar law, then this Assignment shall be reinstated and its provisions will continue in effect for the benefit of the Trustee and the Noteholders until such amounts are fully and finally paid in cash.

2.13         Notices.

Any notices or communications hereunder shall be made in accordance with Section 12.02 of the Indenture.

2.14         Waiver; Amendment.

No amendment, modification, or waiver of any provision of this Assignment, and no consent with respect to any departure of the Assignor therefrom, shall be effective unless the same is in writing and conforms to the requirements set forth in Article IX of the Indenture.

2.15         Further Assurances.

The Assignor agrees that at any time and from time to time, upon the written request of the Trustee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Trustee may deem reasonably necessary in obtaining the full benefits of this Assignment (including, without limitation, in connection with the perfection of the security interest created hereby) and of the rights and powers herein granted.

2.16         Governing Law.

This Assignment shall be governed by and construed in accordance with, the internal laws of the State of New York.

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IN WITNESS WHEREOF, the Assignor and the Trustee have caused this Assignment to be executed as of the day and year first above written.

[MORTGAGOR]

By:

Name:

Title:

SIGNATURE PAGE 1 TO ASSIGNMENT OF INSURANCES

WILMINGTON TRUST COMPANY, as Trustee

By:

Name:

Title:

SIGNATURE PAGE 2 TO ASSIGNMENT OF INSURANCES

EXHIBIT A

TO ASSIGNMENT OF EARNINGS

Vessel

Name of Vessel	:
Permanent Patent Number	:
Call Sign	:
Registered Length	:
Registered Breadth	:
Registered Depth	:
Gross Tonnage	:
Net Tonnage	:

EXHIBIT B

TO ASSIGNMENT OF EARNINGS

CONSENT AND AGREEMENT

The undersigned, [                                ], a counterparty to the Contract to which the Notice of Assignment delivered pursuant to the foregoing Assignment refers (terms defined in the Assignment are used herein with the same meaning), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby acknowledges notice of and consents and agrees to the foregoing Assignment and to all of the terms thereof and agrees that: (1) it will make payment directly to the account of [                          ] (the “Trustee”) at [                                ], of all moneys due and to become due from it under the Contract until receipt of written notice from the Trustee that all obligations to it secured by said Assignment have been paid in full; and (2) any such payment shall be final and the undersigned will not seek to recover from the Trustee for any reason whatsoever any moneys paid by the undersigned to the Trustee by virtue of the foregoing Assignment and this Consent and Agreement but this shall not prevent the set off or credit against or deduction from any moneys payable to the Trustee by virtue of said Assignment of amounts owing to the undersigned by the Assignor under the Contract.

                                             , as a counterparty to the Contract, confirms and agrees that the Contract is in full force and effect and is enforceable in accordance with its terms and the Assignor is not in default thereunder.

This Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Dated:

[                                                   ]

By:

Name:

Title:

EX-12.1

EXHIBIT 12.1

Britannia Bulk Plc

Ratio of Earnings to Fixed Charges

	Six- month period ending June 30,		Years Ended December 31,
	2006		2005		2004		2003
	($ in thousands)
EARNINGS
Pretax income (loss)	$	1,978	$	8,560	$	7,628	$	(4	)
Fixed charges (computed below)	1,025		1,537		435		0
Less capitalized interest	0		0		0		0
Total adjusted earnings	$	3,003	$	10,097	$	8,063	$	(4	)
FIXED CHARGES
Interest expensed	$	892	$	1,353	$	271	$	0
Interest capitalized	0		0		0		0
Amortization of borrowing costs	133		184		164		0
Estimate of interest in rent expense	0		0		0		0
Total fixed charges (B)	$	1,025	$	1,537	$	435	$	0
RATIO OF EARNINGS TO FIXED CHARGES (A) DIVIDED BY (B)	3X		7X		19X		0X
Excess Amount	$	1,978	$	8,560	$	7,628	$	(4	)

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES OF BRITANNIA BULK PLC

Name	Jurisdiction
Britannia Bulkers Plc	England and Wales
BBL Denmark Holding A/S	Denmark
Britannia Bulkers A/S	Denmark
Britannia Bulk DK A/S	Denmark
Svendborg Ship Management A/S	Denmark
Svendborg Marine Surveyors A/S	Denmark
Britannia Bulk S.A.	Panama
Danmar Shipping S.A.	Panama
Flagship Maritime S.A.	Panama
Northern Star Navigation S.A.	Panama
Baltic Navigation Company S.A.	Panama
Great Belt Shipping Company S.A.	Panama
International Bulk Services S.A.	Panama
Unity Bulk Services S.A.	Panama
Channel Bulk Services S.A.	Panama
Western Bulk Services S.A.	Panama
Atlantic Bulk Services S.A.	Panama
Navigator Bulk Services S.A.	Panama
Inspecciones Maritimas S.A.	Costa Rica

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use of our report dated October 12, 2006 relating to the consolidated financial statements of Britannia Bulk Plc and its subsidiaries  in this Registration Statement on Form F-4 and related prospectus of Britannia Bulk Plc for the registration of $185 million aggregate principal amount of new registered 11% senior secured notes due 2011 in exchange for all outstanding unregistered 11% senior secured notes due 2011 issued on November 16, 2006. We also hereby consent to the reference of our firm under the heading “Experts” in such Registration Statement.

/s/ Moore Stephens Hays LLP

New York, New York

February 14, 2007

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o

WILMINGTON TRUST COMPANY

(Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio

Senior Vice President and General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

BRITANNIA BULK PLC*

(Exact name of obligor as specified in its charter)

England and Wales	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

2nd floor Dexter House

2 Royal Mint Court

London EC3N 4XX

011 44 20 7264 4900

(Address of principal executive offices, including zip code)

11% Senior Secured Notes due 2011

(Title of the indenture securities)

Britannia Bulkers plc
(Exact name of registrant as specified in its charter)
England	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Inspecciones Maritimas S.A.
(Exact name of registrant as specified in its charter)
Costa Rica	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
BBL Denmark Holding A/S
(Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Britannia Bulkers A/S
(Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Britannia Bulk DK A/S
(Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Svendborg Ship Management A/S
(Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Svendborg Marine Surveyors A/S
(Exact name of registrant as specified in its charter)
Denmark	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)

2

Britannia Bulk S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Danmar Shipping S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Flagship Maritime S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Northern Star Navigation S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Baltic Navigation Company S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Great Belt Shipping Company S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
International Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)

3

Unity Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Channel Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Western Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Atlantic Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)
Navigator Bulk Services S.A.
(Exact name of registrant as specified in its charter)
Panama	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer
organization)	Identification Number)

4

ITEM 1.GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Corp.	State Bank Commissioner
20 Exchange Place, Room 6014	555 East Loockerman Street, Suite 210
New York, New York 10005	Dover, Delaware 19901

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

·A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3).

·A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4).

·Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6).

·A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 14th day of February, 2007.

[SEAL]		WILMINGTON TRUST COMPANY
Attest:	/s/James A. Hanley	By:	/s/ Mary St. Amand
	Assistant Secretary	Name:			Mary St. Amand
		Title:		Vice President

EXHIBIT 1*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

*Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or

claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5)To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere;

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and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

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(3)To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

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(1)The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)(1)After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)After distribution in full of the preferential amount, if any, (fixed in accordance

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with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

(d)No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

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(h)The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)Each notice under subsection (d) shall set forth (i) the name, age, business address

7

and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f)The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time

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designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such

9

affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)For the purposes of this Article Fifteenth:

(1)A “person” shall mean any individual, firm, corporation or other entity.

(2)“Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3)A person shall be the “beneficial owner” of any Voting Shares:

(A)which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares

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which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)“Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6)“Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:  Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a)a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on December 16, 2004

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3. Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders.  The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate Directors.  The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

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ARTICLE 3Committees of the Board of Directors

Section 1.  Audit Committee.

(A)The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 2.  Compensation Committee.

(A)The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Nominating and Corporate Governance Committee.

(A)The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors

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and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4.  Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 5.  Associate Directors.

(A)Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

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Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

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Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.  Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal

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representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

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ARTICLE 12Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WILMINGTON TRUST COMPANY
Dated:  February 14, 2007	By:	/s/ Mary St. Amand
	Name:  Mary St. Amand
	Title: Vice President

EXHIBIT 7

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of DELAWARE, at the close of business on September 30, 2006.

		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins		211,285
Interest-bearing balances		0
Held-to-maturity securities		1,818
Available-for-sale securities		1,517,386
Federal funds sold in domestic offices		229,840
Securities purchased under agreements to resell		34,362
Loans and lease financing receivables:
Loans and leases held for sale	7,874
Loans and leases, net of unearned income	7,229,627
LESS: Allowance for loan and lease losses	83,980
Loans and leases, net of unearned income, allowance, and reserve		7,145,647
Assets held in trading accounts		0
Premises and fixed assets (including capitalized leases)		137,325
Other real estate owned		4,816
Investments in unconsolidated subsidiaries and associated companies		3,005
Customers’ liability to this bank on acceptances outstanding		0
Intangible assets:
a. Goodwill		1,946
b. Other intangible assets		6,089
Other assets		264,714
Total assets		9,566,107

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LIABILITIES
Deposits:
In domestic offices		7,650,186
Noninterest-bearing	798,108
Interest-bearing	6,852,078
Federal funds purchased in domestic offices		178,015
Securities sold under agreements to repurchase		429,285
Trading liabilities (from Schedule RC-D)		0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:		232,693
Bank’s liability on acceptances executed and outstanding		0
Subordinated notes and debentures		0
Other liabilities (from Schedule RC-G)		200,501
Total liabilities		8,690,680
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common Stock		500
Surplus (exclude all surplus related to preferred stock)		120,044
a. Retained earnings		772,173
b. Accumulated other comprehensive income		(17,290
Total equity capital		875,427
Total liabilities, limited-life preferred stock, and equity capital		9,566,107

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