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 TrusteeIndenture • March 7th, 2007 • Inspecciones Maritimas S.A • New York
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”).
BRITANNIA BULK PLC 11% Senior Secured Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2007 • Inspecciones Maritimas S.A • New York
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.
SECOND SUPPLEMENTAL INDENTURE ADDITIONAL SUBSIDIARY GUARANTEESSecond Supplemental Indenture • March 7th, 2007 • Inspecciones Maritimas S.A • New York
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).
FIRST PREFERRED SHIP MORTGAGE DATED AS OFInspecciones Maritimas S.A • March 7th, 2007
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”).
FORM OF ASSIGNMENT OF EARNINGS DATED AS OF NOVEMBER 16, 2006 MADE BY MORTGAGOR AND WILMINGTON TRUST COMPANY, AS TRUSTEEConsent and Agreement • March 7th, 2007 • Inspecciones Maritimas S.A • New York
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”).
FIRST SUPPLEMENTAL INDENTURE ADDITIONAL SUBSIDIARY GUARANTEESFirst Supplemental Indenture • March 7th, 2007 • Inspecciones Maritimas S.A • New York
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).
ASSIGNMENT OF INSURANCES Dated as of November 16, 2006 made by Mortgagor and Wilmington Trust Company, as TrusteeInspecciones Maritimas S.A • March 7th, 2007 • New York
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”).
