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