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



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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



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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



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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.



 9














(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.



 12
 








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



 13
 








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.



 14
 








(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;



 15
 








(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



 18
 








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.



 19
 








(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.]



 20















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

  






 



 22
 









 




	
  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.”



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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.”



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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.



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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.



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