Annex
l

     

    LOAN
AGREEMENT

     

    
      
        
          	
                  Lender

                	
                  HARTMANN
      ASIA HOLDING PTE LTD

                
	 
      	
                  1
      North Bridge Road

                
	 
      	
                  High
      Street Centre #06 - 18/19/20/21

                
	 
      	
                  Singapore
      179094

                
	 
      	 
      
	 
      	
                  (hereinafter
      referred to as “Lender”)

                
	 
      	 
      
	
                  Borrower:

                	
                  ATL
      Offshore GmbH & Co. “ISLE OF USEDOM” KG

                
	 
      	
                  Neue
      Str. 24, 26789 Leer

                
	 
      	 
      
	 
      	
                  (hereinafter
      referred to as
“Borrower”)

                


        

      

    

    


    The
Lender grants the Borrower an Loan of

     

    USD
6,000,000.00

    (in
words: United States Dollars six million, hereinafter referred to as the
“Loan”)

     

    The
following terms and conditions shall apply to the Loan:

     

    
      	
              1.

            	
              Drawdown

            


    

     

    The
Lender shall grant to the Borrower the Loan immediately after signing of this
loan agreement.

     

    
      	
              2.

            	
              Interests

            


    

     

    The Loan
shall bear interest of 6% p.a. Interests shall be calculated on the basis of the
exact number of days outstanding, the exact amount outstanding and a 360 days
year and he payable in one lump sum upon repayment of the Loan.

     

    
      	
              3.

            	
              Duration
      and Repayment

            


    

     

    The Loan
shall be granted until September 30, 2010.  The Borrower shall be
entitled to repay all or any portion, without penalty at any time prior to the
end of the loan period without further notice, beginning upon granting of the
Loan.

     

    The
Borrower and eleven sister companies are in negotiations with Norddeutsche
Landesbank Girozentrale, Hannover, Germany, (“Nord/LB”) about additional
financing of abt. EUR 10,000,000.00.  NORD/LB is currently requesting
additional abt. EUR 18,000,000.00 to be borne by the shareholders.  If
such additional financing will be made available prior to September 30, 2010,
the Loan shall be repayable immediately after draw down of the additional
financing.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Annex
l

     

    
      	
              4.

            	
              Purpose
      of the Loan

            


    

     

    The
Borrower shall use the Loan to fund its operating activities including interest
and redemption payments to NORD/LB of its own activities as well as — via inter
company loans — the activities of eight sister companies.

     

    
      	
              5.

            	
              Securities

            


    

     

    No
securities shall be provided to the Lender.

     

    
      	
              6.

            	
              Subordination

            


    

     

    The Loan
shall at all times be subordinated in all respects to any claims of first
ranking mortgagee NORD/LB.

     

    
      	
              7.

            	
              Undertakings

            


    

     

    
      	
              7.1

            	
              The
      parties hereto hereby irrevocably undertake not to amend, vary, change or
      supplement this loan agreement without the prior written consent of
      Nord/LB

            


    

     

    
      	
              7.2

            	
              The
      Lender hereby irrevocably undertakes not to terminate this Loan or to
      declare an event of default hereunder und/or to accelerate the Loan and/or
      demand premature repayment thereof without the prior written consent of
      Nord/LB.

            


    

     

    
      	
              8.

            	
              Final
      provisions

            


    

     

    Modifications
and addenda for this agreement have to take place in written
form.  Should one of the articles be ineffectual, the other points are
not affected.

     

    Any
dispute arising out of or in connection with this LOAN AGREEMENT that cannot be
settled amicably shall be submitted to the exclusive jurisdiction of the Leer
court.  The LOAN AGREEMENT shall be governed by, and interpreted in
accordance with laws of the Federal Republic of Germany.

     

    Leer,
August 31, 2010

     

    
      
        	
                /s/ Niels Roggemann

              	 
      	
                /s/ Björn Jochmann

              
	
                Niels Roggemann
      for and on behalf of

              	 
      	
                Björn
      Jochmann for and on behalf of

              
	
                ATL
      Offshore GmbH

              	 
      	 
      
	
                acting
      for and on behalf of

              	 
      	
                HARTMANN
      ASIA HOLDING PTE LTD

              
	 
      	 
      	 
      
	
                ATL
      Offshore GmbH & Co. “ISLE OF

              	 
      	 
      
	
                USEDOM”
      KG

              	
                  

              	 
      


      

    


    
      
         


      

      
        2