ANNEX
2

    


    
      
        	
                INTERCREDITOR
      AGREEMENT

              	
                EHLERMANN

              
	 
      	
                RINDFLEISCH

              
	 
      	
                GADOW

              
	
                12
      A.H.T.S. Vessels

              	
                RECHTSANWÄLTE

              
	
                built
      by Fincantieri Cantieri Navali S.p.A.

              	
                PARTNERSCHAFT

              
	 
      	 
      
	 
      	
                BALLINDAMM
      26, 20095 HAMBURG

              
	 
      	
                TELEFON
      +49 40 37 48 14 – 0

              
	 
      	
                TELEFAX
      -49 40 37 48 14 – 30

              
	 
      	
                INTERNET
      WWW.ERG-LEGAL.COM

              


      

    

    


    between

    


    NORDDEUTSCHE
LANDESBANK GIROZENTRALE

    Hannover,
Germany

    


    and

    


    HARTMANN
ASIA HOLDING PTE LTD

    Singapore

    


    and

    


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

    Leer,
Germany


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement

    


    This
INTERCREDITOR AGREEMENT is made the___ day of ____________, 2010
between

     

    
      	
              (1)

            	
              NORDDEUTSCHE LANDESBANK
      GIROZENTRALE, a banking institution organized and existing under
      the laws of the Federal Republic of Germany, having its registered office
      at Friedrichswall 10, 30159 Hannover, Germany, (the “Senior Lender’),
      and

            


    

     

    
      	
              (2)

            	
              HARTMANN ASIA HOLDONG PTE
      LTD, a company organised and existing under the laws of Singapore,
      having its registered address at 1 North Bridge Road, High Street Centre
      #06 - 18/19/20/21, Singapore 179094 (the “Junior Lender’),
    and

            


    

     

    
      	
              (3)

            	
              ATL OFFSHORE GMBH & CO.
      “ISLE OF USEDOM” KG, a limited partnership organised and existing
      under the laws of the Federal Republic of Germany, and each having its
      registered address at Neue Straße 24, 26789 Leer, Germany (the
      “Borrower”).

            


    

     

    WHEREAS

     

    
      	
              I.

            	
              Pursuant
      to the terms of a loan agreement dated 19’“ December, 2008 (as from time
      to time amended, varied or supplemented the “Senior Loan Agreement”) made
      between the Senior Lender as lender and as agent for the lenders
      stipulated therein and the Borrowers and certain further limited
      partnerships as borrowers as more closely specified in the Senior Loan
      Agreement, the Senior Lender agreed to grant - inter alia - (A) a
      post-delivery loan of up to the lesser of (i) Euros four hundred twenty
      million five hundred seventy thousand (EUR 420,570,000.00) or (ii) seventy
      five (75) percent of the Investment Costs (as defined in the Senior Loan
      Agreement), or any balance thereof outstanding from time to time and (B) a
      post-delivery revolving credit facility of up to Euros eighty one million
      one hundred fourteen thousand (EUR 81,114,000.00), to, inter alia, the
      Borrowers for the purpose of - inter alia - assisting the Borrowers in
      financing the acquisition cost of certain A.H.T.S. newbuildings as more
      closely specified in Annex 1 attached hereto (collectively the
      “Vessels” and any of them a “Vessel”);
and

            


    

     

    
      	
              II.

            	
              Pursuant
      to the terms and conditions of the Senior Loan Agreement the Senior
      Liabilities (as defined below) were made available on the security - inter
      alia - of:

            


    

     

    
      	
               
      

            	
              A.

            	
              a
      first ranking hypothec over the relevant Vessels in favour of the Senior
      Lender executed by the relevant Borrower (the “First Hypothecs”),
      and

            


    

     

    
      	
               
      

            	
              B.

            	
              first
      priority assignments of the insurances and the earnings of each of the
      Vessels and of the refund guarantees and the building contracts relating
      to each of the Vessels and of payment guarantees by Reederei Hartmann GmbH
      & Co. KG of Leer, Germany (together the “Assignments”) made between
      the relevant Borrower and the Senior Lender;
and

            


    

     

    
      	
               
      

            	
              C.

            	
              pledges
      of earnings accounts (the “Pledges”) made between the Borrower and the
      Senior Lender

            


    

     

    (the
First Hypothecs, the Assignments, and the Pledges are hereinafter together
referred to as the “Senior Security”); and

     

    
      	
              III.

            	
              The
      Borrower has requested the Senior Lender to consent to the execution of
      loan agreements (the “Junior Loan Agreements” as further defined below)
      between the Junior Lender as lender and the Borrowers as borrower each for
      a loan of up to EUR 18,000,000.00 (EUR eighteen million) or the equivalent
      in USD; and

            


    

     

    
      	
              IV.

            	
              Pursuant
      to the terms and conditions of the Junior Loan Agreements the Junior
      Liabilities (as further defined below) are to be incurred without any
      security.

            


    

     

    
      	
              V.

            	
              The
      Senior Lender agrees to the execution of the Junior Loan Agreements on the
      terms and subject to the conditions hereinafter
  contained.

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement

     

    NOW
THEREFORE IT IS HEREBY AGREED in consideration of the premises as
follows:

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    The terms
used in this Agreement shall be defined as follows:

     

    
      
        
          
            	
                    Banking
      Day

                  	
                    A
      day on which dealings in Euros are carried out in the relevant Interbank
      Market and on which banks are open for business in Frankfurt, Hannover,
      London, Milan and New York

                  
	 
      	 
      
	
                    Creditors

                  	
                    The
      Senior Lender and the Junior Lender

                  
	 
      	 
      
	
                    Debt
      Documents

                  	
                    This
      Agreement, the Senior Loan Agreement, the Junior Loan Agreements and the
      Security Documents

                  
	 
      	 
      
	
                    Enforcement
      Action

                  	
                    (a)   In respect of
      any Liabilities

                  
	 
      	 
      
	 
      	
                    (i)           the
      acceleration of any Liabilities or the making of any declaration that any
      Liabilities are prematurely due and payable

                  
	 
      	 
      
	 
      	
                    (ii)          the
      suing for, commencing or joining of any legal or arbitration proceedings
      against any member of the Group to recover any
  Liabilities;

                  
	 
      	 
      
	 
      	
                    (iii)        the
      exercise of any right of set off, account combination or payment netting
      against any Borrower in respect of any Liabilities

                  
	 
      	 
      
	 
      	
                    (b)   the taking of
      any steps to enforce or require the enforcement of any Security
      Documents

                  
	 
      	 
      
	 
      	
                    (c)   the
      petitioning, applying or voting for, or the taking of any steps (including
      the appointment of any liquidator, receiver, administrator or similar
      officer) in relation to, the winding up, dissolution, administration or
      reorganisation of any member of the Group which owes any Liabilities, or
      has given any Security, guarantee, indemnity or other assurance against
      loss in respect of any of the Liabilities, or any of such member of the
      Group’s assets or any suspension of payments or moratorium of any
      indebtedness of any such member of the Group, or any analogous procedure
      or step in any jurisdiction,

                  
	 
      	 
      
	
                    Group

                  	
                    Collectively
      the Borrower and HARTMANN ASIA HOLDONG PTE LTD, Singapore, and Reederei
      Hartmann GmbH & Co. KG

                  
	 
      	 
      
	
                    Junior
      Default

                  	
                    An
      event of default under any of the Junior Loan
Agreements

                  
	 
      	 
      
	
                    Junior
      Liabilities

                  	
                    The
      Liabilities owed by the Borrowers to the Junior Lender under or in
      connection with the Junior Loan Agreements

                  
	 
      	 
      
	
                    Junior
      Loan

                  	
                    An
      amount of up to Euro 18,000,000.00 (EUR eighteen million)

                    or
      the equivalent in USD made or to be made available under each of the
      Junior Loan Agreements by way of intercompany loans

                  
	 
      	 
      
	
                    Junior
      Loan Agreements

                  	
                    The
      junior loan agreements dated ____________, 2010 and made between each of
      the Borrowers and the Junior Lender in the form attached hereto as Annex
      2

                  


          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      HSA Loan
Intercreditor Agreement

       

    

    
      
        	
                Liabilities

              	
                All
      present and future liabilities and obligations at any time of any Borrower
      to any Creditor under any of the Debt Documents, both actual and
      contingent and whether incurred solely or jointly or in any other capacity
      together with any of the following matters relating to or arising in
      respect of those liabilities and obligations:

              
	 
      	 
      
	 
      	
                (a)   any
      refinancing, novation, deferral or extension;

              
	 
      	 
      
	 
      	
                (b)   any claim for
      breach of representation, warranty or undertaking or on an event of
      default or under any indemnity given under or in connection with any
      document or agreement evidencing or constituting any other liability or
      obligation falling within this definition;

              
	 
      	 
      
	 
      	
                (c)   any claim for
      damages or restitution; and

              
	 
      	 
      
	 
      	
                (d)   any claim as
      a result of any recovery by any debtor of a Payment an the grounds of
      preference or otherwise,

              
	 
      	 
      
	 
      	
                and
      any amounts which would be included in any of the above but for any
      discharge, non provability, unenforceability or non allowance of those
      amounts in any insolvency or other proceedings.

              
	 
      	 
      
	
                Payments

              	
                In
      respect of any Liabilities (or any other liabilities or obligations), a
      payment, prepayment, repayment, redemption, defeasance or discharge of
      those Liabilities (or other liabilities or obligations)

              
	 
      	 
      
	
                Permitted
      Payment

              	
                The
      Payments permitted by Clause 3.1 and by Clause 4.2

              
	 
      	 
      
	
                Security

              	
                A
      mortgage, charge, pledge, lien or other security interest securing any
      obligation of any person or any other agreement or arrangement having a
      similar effect

              
	 
      	 
      
	
                Security
      Documents

              	
                (a)   each of the
      documents constituting the Senior Security;

              
	 
      	 
      
	 
      	
                (b)   any other
      document entered into at any time by any of the Borrowers or other member
      of the Group creating any guarantee, indemnity, security or other
      assurance against financial loss in favour of any of the Creditors as
      security for any of the Liabilities; and

              
	 
      	 
      
	 
      	
                (c)   any security
      granted under any covenant for further assurance in any of the documents
      set out in paragraphs (a) and (b) above.

              
	 
      	 
      
	
                Senior
      Discharge Date

              	
                The
      date on which all Senior Lenders Liabilities have been fully and finally
      discharged to the satisfaction of the Senior Lender, whether or not as the
      result of an enforcement, and the Senior Lender is under no further
      obligation to provide financial accommodation to any of the Borrowers
      under the Senior Loan Agreement

              
	 
      	 
      
	
                Senior
      Lenders Liabilities

              	
                The
      Liabilities owed by the Borrowers to the Senior Lender under or in
      connection with the Senior Loan
Agreement

              


      

    

     

    
      	
              2.

            	
              RANKING
      AND PRIORITY

            


    

     

    
      	
              2.1

            	
              Creditors’
      Liabilities

            


    

     

    Each of
the parties agrees that the Liabilities owed by the Borrowers to the Creditors
shall rank in right and priority of payment in the following order as
follows:

     

    
      	
               
      

            	
              ·

            	
              first,
      the Senior Lenders Liabilities and

            


    

     

    
      	
               
      

            	
              ·

            	
              second,
      the Junior Liabilities.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement

     

    
      	
              3.

            	
              SENIOR
      LENDER AND SENIOR LENDER
LIABILITIES

            


    

     

    
      	
              3.1

            	
              Payment
      of Senior Lender Liabilities

            


    

     

    The
Borrowers may make payments in fulfilment of the Senior Lender Liabilities at
any time in accordance with the Senior Loan Agreement.

     

    
      	
              3.2

            	
              Amendments
      and Waivers: Senior Lenders

            


    

     

    The
Senior Lender may amend or waive the terms of the Senior Loan Agreement and the
Security Documents at any time.

     

    
      	
              4.

            	
              JUNIOR
      LENDERS AND JUNIOR LIABILITIES

            


    

     

    
      	
              4.1

            	
              Restriction
      on Payment

            


    

     

    The
Borrowers shall not and shall procure that no other member of the Group will,
make any Payments of the Junior Liabilities at any time unless that Payment is
permitted under Clause 4.2.

     

    
      	
              4.2

            	
              Permitted
      Payments

            


    

     

    The
Borrowers may:

     

    
      	
               
      

            	
              (a)

            	
              prior
      to the Senior Discharge Date, make Payments to the Junior Lender in
      respect of the Junior Liabilities then due in accordance with the Junior
      Loan Agreements only if the Senior Lender has given its prior written
      consent to that Payment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              on
      or after the Senior Discharge Date, make Payments to the Junior Lenders in
      respect of the Junior Liabilities in accordance with the Junior Loan
      Agreements.

            


    

     

    
      	
              4.3

            	
              Amendments
      and Waivers

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to paragraph (b) below, the Junior Lenders may amend or waive the terms of
      the Junior Loan Agreements in accordance with their terms at any
      time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Prior
      to the Senior Discharge Date, the Junior Lenders may not without the
      Senior Lender’s prior written consent amend or waive the terms of the
      Junior Loan Agreements if the amendment or waiver is, in relation to the
      original form of or the contents of the terms and conditions of the Junior
      Loan Agreements:

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      increase of the principal amount of the Junior Loans or any of
      them;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      amendment to, or waiver of, the amount, currency, dates or terms of
      repayment or prepayment (mandatory or otherwise) of the Junior
      Loans;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      other amendment or waiver the effect of which is to make any Borrower
      liable to make additional or increased Payments;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              an
      amendment or waiver:

            


    

     

    
      	
               
      

            	
              (A)

            	
              which
      would result in any Borrower being subject to more onerous obligations
      under the representations, undertakings, financial covenants or events of
      default; and

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement

     

    
      	
               
      

            	
              (B)

            	
              which
      has not been made to, or given in respect of, the Senior Loan
      Agreement.

            


    

     

    
      	
              4.4

            	
              Security

            


    

     

    At any
time prior to the Senior Discharge Date, the Junior Lenders may not take, accept
or receive from any Borrower or any member of the Group the benefit of any
Security, guarantee, indemnity or other assurance against loss in respect of the
Junior Liabilities.

     

    
      	
              4.5

            	
              Restriction
      on Enforcement

            


    

     

    Subject
to Clause 4.6, no Junior Lender shall be entitled to take any Enforcement Action
in respect of any of the Junior Liabilities prior to the Senior Discharge
Date.

     

    
      	
              4.6

            	
              Permitted
      Enforcement

            


    

     

    Prior to
the Senior Discharge Date, the Junior Lender may take Enforcement Action
available to it in respect of any of the Junior Liabilities only if the Senior
Lender has given its prior written consent.

     

    
      	
              4.7

            	
              No
      Set-Off

            


    

     

    Prior to
the Senior Discharge Date neither the Borrowers nor the Junior Lender may,
without the Senior Lender’s prior written consent, discharge any Junior
Liabilities by way of set-off.

     

    
      	
              5.

            	
              CHANGE
      OF SENIOR LENDER OR JUNIOR LENDER

            


    

     

    
      	
              5.1

            	
              Transfer
      by Senior Lender

            


    

     

    A Senior
Lender may assign any of its rights and benefits or transfer by novation any of
its rights, benefits and obligations in respect of any Debt Documents or the
Liabilities if any assignee or transferee has (if not already party to this
Agreement as a Senior Lender) acceded to this Agreement, as a Senior
Lender.

     

    
      	
              5.2

            	
              Transfer
      by Junior Lender

            


    

     

    A Junior
Lender may assign any of its rights and benefits or transfer by novation any of
its rights, benefits and obligations in respect of any Debt Documents or the
Liabilities (i) if any assignee or transferee has (if not already party to this
Agreement as a Junior Lender) acceded to this Agreement, as a Junior Lender, and
(ii) only with the prior written consent of the Senior Lender.

     

    
      	
              6.

            	
              NOTIFICATION
      OF PRESCRIBED EVENTS

            


    

     

    If a
Junior Default either occurs or ceases to be continuing the Borrowers and/or the
Junior Lender shall, upon becoming aware of that occurrence or cessation, notify
the Senior Lender thereof in writing.

     

    
      	
              7.

            	
              APPLICABLE
      LAW, JURISDICTION

            


    

     

    The terms
and conditions set out in this Agreement shall unless otherwise specifically
provided be governed by and construed in accordance with the laws of the Federal
Republic of Germany and the Junior Lender and the Borrowers submit to the
jurisdiction of the courts in Hannover, Federal Republic of
Germany.

     

    Nothing
in this Clause shall affect the right of the Senior Lender to serve process in
any manner permitted by law or limit the right of the Lenders to proceed against
the Junior Lender and/or Borrowers or any of them in any other
jurisdiction.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement

     

    The
Junior Lender agrees that any writ, notice of judgment or other legal process or
document in connection with such proceeding may be served upon Reederei Hartmann
GmbH & Co. KG, at Königstraße 23, 26789 Leer, Germany.

     

    
      	
              8.

            	
              INVALIDITY

            


    

     

    In the
event that this Agreement or any provision hereof or any of the documents or
instruments which may from time to time be delivered hereunder or any provision
thereof shall be deemed invalid by present or future law of any nation or by
decision of any court this shall not affect the validity of this Agreement, such
documents and instruments as a whole and in such case the parties hereto shall
execute and deliver such other and further agreements and/or documents and/or
instruments and such things as the Senior Lender in its reasonable discretion,
may deem to be necessary to carry out the original intent of the parties to this
Agreement.

     

    
      	
              9.

            	
              NOTICES
      AND TIME

            


    

     

    
      	
              9.1

            	
              Addresses

            


    

     

    Any
notice or other communication to be given pursuant hereto shall be by letter or
registered letter or telefax and addressed

     

    - if to
the Borrower. to

    


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

    c/o
HARTMANN OFFSHORE GMBH & CO. KG

    Neue
Straße 24

    26789
Leer

    Germany

    Fax:        +49-491-9995020

    


    - if to
the Senior Lender, to:

    


    NORDDEUTSCHE
LANDESBANK GIROZENTRALE

    Shipping
and Aircraft Finance Department

    Friedrichswall
10

    30159
Hannover

    Federal
Republic of Germany

    Fax:        +49-511-3614785,

    


    - if to
the Junior Lender, to

    


    HARTMANN
ASIA HOLDING PTE LTD

    1 North
Bridge Road

    High
Street Centre #06 - 18/19/20121

    Singapore
179094

    Fax:        _______________

    


    or to
such other address as either party may notify to the other in
writing.

    


    
      	
              9.2

            	
              Form
      of Communicating

            


    

     

    Communications
sent by telefax shall be effective when sent and if sent by letter shall be
effective on receipt.  Any communication by telefax from a party to
the relevant other party/ies shall be confirmed by letter if so requested by the
relevant party and the relevant party may (in its absolute discretion) refuse to
act on any such communication pending receipt of such letter.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    HSA Loan
Intercreditor Agreement


     

    
      	
              9.3

            	
              Receipt

            


    

     

    A notice
or other communication received an a day which is not a Banking Day or after
business hours in the place of receipt on a Banking Day shall be deemed to be
served on the next following Banking Day in such place.

     

    (remainder
of page left blank intentionally)


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    HSA Loan Intercreditor Agreement


    In
witness whereof this Agreement has been executed by the parties hereto the day
and year first before written.

    


    
      
        
          
            	
                    The
      Senior Lender:

                  	
                    )

                  	 
      
	 
      	
                    )

                  	 
      
	
                    SIGNED
      by:

                  	
                    )

                  	 
      
	
                                              
      and

                  	
                    )

                  	 
      
	                                          
      	
                    )

                  	 
      
	
                    for
      and on behalf of

                  	
                    )

                  	 
      
	
                    NORDDEUTSCHE
      LANDESBANK

                  	
                    )

                  	 
      
	
                    GIROZENTRALE

                  	
                    )

                  	
                       /s/                                                            

                  
	 
      	 
      	 
      
	
                    The
      Junior Lender:

                  	
                    )

                  	 
      
	 
      	
                    )

                  	 
      
	
                    SIGNED
      by:

                  	
                    )

                  	 
      
	
                                                and

                  	
                    )

                  	 
      
	
                                                             
      

                  	
                    )

                  	 
      
	
                    for
      and on behalf of

                  	
                    )

                  	 
      
	
                    HARTMANN
      ASIA HOLDING PTE LTD

                  	
                    )

                  	
                       /s/                                                            

                  
	 
      	 
      	 
      
	
                    The
      Borrowers:

                  	
                    )

                  	 
      
	 
      	
                    )

                  	 
      
	
                    SIGNED
      by:

                  	
                    )

                  	 
      
	
                                                and

                  	
                    )

                  	 
      
	                                        
      	
                    )

                  	 
      
	
                    for
      and on behalf of

                  	
                    )

                  	 
      
	
                    ATL
      OFFSHORE GMBH & CO. “ISLE 

                  	
                    )

                  	 
      
	OF USEDOM” KG 
      	
                    )

                  	
                       /s/                                                            

                  


          

        

      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      HSA Loan
Intercreditor Agreement

       

      Annex
1

    

     

    List
of Vessels


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      HSA Loan
Intercreditor Agreement

       

      Annex
2

    

     

    Form
of Junior Loan Agreements


    
      
         


      

      
        10