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,



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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: