Exhibit 10.15


 


THIRD
SUPPLEMENTAL INDENTURE


 


ADDITIONAL
SUBSIDIARY GUARANTEES


 


THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of August 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/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  
	
   

  
	
  WILMINGTON TRUST COMPANY, as
  Trustee

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mary St. Armand

  	
   

  
	
  Name:

  	
  Mary St. Armand

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  
	
   

  
	
  Existing 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 COMPANY S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 

















 


	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERNATIONAL BULK SERVICES
  S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 

















 


	
  ATLANTIC BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UNITY BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WESTERN BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CHANNEL BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAVIGATOR BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  New Guarantors:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  OCEANIC BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 

















 


	
  ENTERPRISE BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EASTERN BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SOUTHERN BULK SERVICES S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvid Tage

  	
   

  
	
  Name:

  	
  Arvid
  Tage

  	
   

  
	
  Title:

  	
  Director