ADDENDUM
      NO. 1

                 

                to

                 

                LOAN
      AGREEMENT

                dated
      19th
      December, 2008

              	
                EHLERMANN

                RINDFLEISCH

                GADOW

                RECHTSANWALTE

                PARTNERSCHAFT

                 

                BALLINDAMM
      26, 20095 HAMBURG

                 

                TELEFON
      +49 40 37 48 14 – 0

                TELEFAX
      +49 40 37 48 14 – 30

                INTERNET
      WWW.ERG-LEGAL.COM

              


      

    

    


    made
between

    


    NORDDEUTSCHE
LANDESBANK GIROZENTRALE

    as
Lender, Mandated Lead Arranger and Agent

    


    THE
TWELVE LIMITED PARTNERSHIPS

    AS MORE
CLOSELY DESCRIBED HEREIN

    as
jointly and severally liable Borrowers

    


    12
A.H.T.S. Vessels

    built by
Fincantieri Cantieri Navali S.p.A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THIS ADDENDUM NO. 1 IS MADE THIS 17th
DAY OF SEPTEMBER, 2010 between

     

    
      	
              (1)

            	
              NORDDEUTSCHE
      LANDESBANK GIROZENTRALE, a banking institution organized and existing
      under the laws of Germany having its registered offices at Friedrichswall
      10, 30159 Hannover, Germany (sometimes “NORD/LB” or the “Mandated Lead
      Arranger” or the “Agent”, as the case may be),
  and

            


    

     

    
      	
              (2)

            	
              The
      Lenders set forth in Schedule 1 attached hereto (the
      “Lenders”)

            


    

     

    and

     

    
      	
              (3)

            	
              ATL
      OFFSHORE GMBH & CO. MS “JUIST” KG (the “Borrower
  1”),

            


    

     

    
      	
              (4)

            	
              ATL
      OFFSHORE GMBH & CO. MS “NORDERNEY” KG (the “Borrower
    2”),

            


    

     

    
      	
              (5)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF BALTRUM” KG (the “Borrower
      3”),

            


    

     

    
      	
              (6)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF LANGEOOG” KG (the “Borrower
      4”),

            


    

     

    
      	
              (7)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF AMRUM” KG (the “Borrower
    5”),

            


    

     

    
      	
              (8)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF SYLT” KG (the “Borrower
    6”),

            


    

     

    
      	
              (9)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF WANGEROOGE” KG (the “Borrower
      7”),

            


    

     

    
      	
              (10)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF NEUWERK” KG (the “Borrower
      8”),

            


    

     

    
      	
              (11)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF USEDOM” KG (the “Borrower
      9”),

            


    

     

    
      	
              (12)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF FEHMARN” KG (the “Borrower
      10”),

            


    

     

    
      	
              (13)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF MEMMERT” KG (the “Borrower
      11”),

            


    

     

    
      	
              (14)

            	
              ATL
      OFFSHORE GMBH & CO. “ISLE OF MELLUM” KG (the “Borrower
      12”)

            


    

     

    each of
them a limited partnership incorporated and existing under the laws of Germany
having its registered office at Neue Str. 24, 26789 Leer, Germany (collectively
the “Borrowers”, and each one of them a “Borrower”), as jointly and severally
liable borrowers on the other part.

    


    WHEREAS pursuant to the terms
and conditions of a loan agreement dated 19th December, 2008 (the “Loan
Agreement”), made between the Lenders as lenders and the Borrowers as jointly
and severally liable borrowers, the Lenders have agreed to grant to the
Borrowers loans in the aggregate maximum amount of Euros four hundred twenty
million five hundred seventy thousand (EUR 420,570,000.00) (the “Loan”) (i) for
the part-financing of the construction price of twelve A.H.T.S Vessels built or
to be built at FINCANTIERI CANTIERI NAVALI ITALIANI S.P.A. of Genoa, Italy, (the
“Builder”), (ii) for the issuing of certain payment guarantees to the Builder
and (iii) to enable the Borrowers to postpone the repayment of part of the
Loan.

     

    WHEREAS in addition to the
Tranches CT.A (as defined in the Loan Agreement), the Lenders are willing to
grant further tranches to the Borrowers (the “New Tranches CT.A”) to enable the
Borrowers to finance the interest during construction time and any cost
increases and modifications under the Building Contracts.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    WHEREAS Tranches CT.A.1,
CT.A.2, CT.A.3, CT.A.4, CT.A.5, CT.A.6, CT.A.7, CT.A.8 and CT.A.9 (as defined in
the Loan Agreement) have not been drawn down.

     

    WHEREAS due to the delayed
delivery of Vessels 10, 11 and 12 and due to the incorporation of the New
Tranches CT.A, the Borrowers have requested the Lenders and the Lenders have
agreed to amend the repayment of the Loan under the terms and conditions of this
Addendum No. 1.

     

    WHEREAS the Borrowers and the
Lenders have agreed that the Borrowers shall be enabled to grant each other
loans for the purpose of (i) covering liquidity shortfalls due to different
employment situations of the Vessels and (ii), due to the last sentence of
Clause 2.3 of the Loan Agreement, enabling the Borrower 12 to finance the
difference between the actual amount which will be drawn under Tranche LT.12 and
the amount of Tranche LT.12 as described in Schedule 4 to the Loan
Agreement.

     

    WHEREAS the equity (Eigenkapital) in each of the
Borrowers has been fully paid in accordance with clauses 1.22.1, 1.22.2, 1.23.1,
1.23.2 and 1.24 of New Schedule 5 attached hereto.

     

    WHEREAS upon request of the
Borrowers, the Lenders are willing to agree to certain amendments of the Loan
Agreement, the security structure and the Security Documents (as the term is
defined in the Loan Agreement) subject to the terms and conditions of this
Addendum No. 1.

     


    NOW THEREFORE in consideration
of the premises herein contained and other good and valid considerations herein
recited, the parties hereto agree as follows:

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
              1.1.

            	
              Expressions
      defined in the Loan Agreement shall have the same meaning when used in
      this Addendum No. 1, unless defined otherwise herein or unless the context
      does not permit so.

            


    

     

    
      	
              1.2.

            	
              Any
      term as defined in this Addendum No. 1 shall apply to the Loan Agreement
      unless the context does not permit
so.

            


    

     

    
      	
              1.3.

            	
              Where
      the context of this Addendum No. 1 allows so, words importing the singular
      include the plural and vice versa. Clause headings in this Addendum No. 1
      are for ease of reference only and shall not affect the construction
      thereof.

            


    

     

    
      	
              1.4.

            	
              Unless
      the context does not allow so, references to “Clauses” are to clauses of
      this Addendum No. 1. References to any contract or other instrument or
      document include any amendment or supplement
  thereto.

            


    

     

    
      	
              2.

            	
              AMENDMENTS
      TO THE LOAN AGREEMENT

            


    

     

    With
effect from the date hereof, the Loan Agreement shall be amended as
follows:

     

    
      	
              2.1.

            	
              Tranches
      CT

            


    

     

    
      	
              2.1.1.

            	
              In
      addition to the Tranches CT. A, the Lenders are willing to grant the New
      Tranches CT.A, equalling the balance between the maximum amount of Loan CT
      and the aggregate maximum amount of (i) Loan CT.A and (ii) Loan CT.B, as
      more closely set out in the New Schedule 4 of the Loan Agreement, to the
      effect that the Loan CT.A shall amount up to Euros one hundred thirty
      million five hundred forty three thousand (EUR 130,543,000.00) and the
      Loan CT.B shall amount up to Euros two hundred thirty two million four
      hundred fifty seven thousand (EUR 232,457,000.00). Such New Tranches CT.A
      shall be drawn in up to two (2) portions per Vessel together with each of
      the relevant Tranches CT.A. The New Schedule 4 attached hereto shall
      replace the existing Schedule 4. The purpose of the New Tranches CT.A
      shall be to enable the Borrowers to finance the interest during
      construction time and any cost increases and modifications under the
      Building Contracts.

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              2.1.2.

            	
              The
      Lenders agree that the purpose of the Loan CT.A shall be extended to
      assisting the Borrowers in financing the increased Construction Price
      Instalments on the conditions as more closely set out in the New Schedule
      5 to the Loan Agreement. The New Schedule 5 attached hereto shall replace
      the existing Schedule 5 to the Loan
Agreement.

            


    

     

    
      	
              2.2.

            	
              Repayment

            


    

     

    Due to
the delayed delivery of Vessels 10, 11 and 12 and due to the incorporation of
the New Tranches CT.A, the Lenders agree to amend the repayment of the Loan as
follows:

     

    
      	
              2.2.1.

            	
              The
      Borrowers and the Lenders agree that the Borrowers shall repay the
      Tranches CT.A.10, CT.A.11 and CT.A.12 to the Lenders under the conditions
      of clause 8 of the Loan Agreement, however not later than on the final
      maturity date 30th October, 2010.

            


    

     

    
      	
              2.2.2.

            	
              The
      Lenders agree that the Borrowers shall repay Tranches LT 10 - 12 with
      quarterly repayments over a twelve (12) years repayment profile. The first
      quarterly repayment of the Tranches LT 10 - 12 shall be (i) double in
      amount compared to the amount of the remaining repayment instalments and
      (ii) made three (3) Months after the Drawdown thereof but in no event
      later than 30th
      December, 2010, provided, however, that in any event the repayment of the
      Tranches LT shall be fully amortised on the following final maturity
      dates:

            


    

     


    
      
        	
                Tranche

              	 
      	
                Final Maturity Date

              
	
                LT.1

              	 
      	
                27th
      February, 2021

              
	
                LT.2

              	 
      	
                28th
      May, 2021

              
	
                LT.3

              	 
      	
                5th
      October, 2021

              
	
                LT.4

              	 
      	
                16th
      February, 2022

              
	
                LT.5

              	 
      	
                11th
      March, 2022

              
	
                LT.6

              	 
      	
                30th
      June, 2022

              
	
                LT.7

              	 
      	
                15th
      March, 2022

              
	
                LT.8

              	 
      	
                28th
      June, 2022

              
	
                LT.9

              	 
      	
                23rd
      June, 2022

              
	
                LT.10

              	 
      	
                30th
      June, 2022

              
	
                LT.11

              	 
      	
                30th
      June, 2022

              
	
                LT.12

              	
                  

              	
                30th
      June, 2022

              


      

    

    


    
      	
              2.2.3.

            	
              The
      Borrowers and the Lenders agree that under the conditions of clause 8 of
      the Loan Agreement Borrowers shall repay the Tranches CF on the following
      final maturity dates:

            


    

     

    
      
        	
                Tranche

              	 
      	
                Final Maturity Date

              
	
                CF.1

              	 
      	
                27th
      February, 2024

              
	
                CF.2

              	 
      	
                28th
      May, 2024

              
	
                CF.3

              	 
      	
                5th
      October, 2024

              
	
                CF.4

              	 
      	
                16th
      February, 2025

              
	
                CF.5

              	 
      	
                11th
      March, 2025

              
	
                CF.6

              	 
      	
                30th
      June, 2025

              
	
                CF.7

              	 
      	
                15th
      March, 2025

              
	
                CF.8

              	 
      	
                28th
      June, 2025

              
	
                CF.9

              	 
      	
                23rd
      June, 2025

              
	
                CF.10

              	 
      	
                30th
      June, 2025

              
	
                CF.11

              	 
      	
                30th
      June, 2025

              
	
                CF.12

              	
                  

              	
                30th
      June, 2025

              


      

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              2.2.4.

            	
              The
      existing Schedule 4B shall be replaced by the New Schedule 4B attached
      hereto.

            


    

     

    
      	
              2.3.

            	
              Financial
      Covenants

            


    

     

    In
deviation of clause 19.1.2.3 of the Loan Agreement the Borrowers shall be
allowed to grant and to accept loans by another Borrower (hereafter referred to
as an “Intercompany Loan”), for the purpose of (i) covering liquidity shortfalls
due to different employment situations of the Vessels and (ii), due to the last
sentence of Clause 2.3 of the Loan Agreement, enabling the Borrower 12 to
finance the difference between the actual amount which will be drawn under
Tranche LT.12 and the amount of Tranche LT.12 as described in Schedule 4 to the
Loan Agreement.

     

    For the
purpose of allowing the Borrowers to grant and accept Intercompany Loans, each
Borrower hereby irrevocably and unconditionally undertakes to and in favour of
the Lenders that

     

    
      	
              2.3.1.

            	
              any
      Intercompany Loan to be concluded will automatically and without further
      declaration be fully subordinated to the Borrowers’ obligations under the
      Loan Agreement and under the Security Documents,
  and

            


    

     

    
      	
              2.3.2.

            	
              the
      Borrowers will neither (a) amend, vary, change or supplement the terms and
      conditions of the Intercompany Loans without the prior written consent of
      the Agent nor (b) terminate the respective loan agreements under which the
      Intercompany Loans have been granted or declare an event of default
      thereunder and/or accelerate the respective Intercompany Loan and/or
      demand premature repayment thereof without the prior written consent of
      the Agent.

            


    

     

    
      	
              2.4.

            	
              Reporting
      Covenants

            


    

     

    In
addition to the undertakings contained in the Loan Agreement the Borrowers
undertake that during the Security Period they will deliver to the Agent any
information regarding each inter company loan and shareholder loan to which a
Borrower is a party (i) promptly after conclusion of the relevant loan agreement
and (ii) not later than ninety (90) days after the end of each half-year, for
the first time on 30th September, 2010.

     

    
      	
              2.5.

            	
              Covenants regarding
      Corporate Structure

            


    

     

    In
deviation of clause 19.5.1 of the Loan Agreement, the Borrowers undertake to the
Lenders that during the Security Period they will not without the prior written
consent of the Agent allow any change in any of the Borrowers’ corporate or
shareholder structure to the effect that the Corporate Guarantor holds less than
twenty five (25) percent directly or through an affiliated company accepted by
the Agent in advance or to the effect that any of the Borrowers ceases to be a
limited partnership.

     

    
      	
              2.6.

            	
              Further Conditions
      Precedent regarding the Delivery of the Vessels 10 –
    12

            


    

     

    In
addition to the conditions of clause 5.3 of the Loan Agreement it shall be a
condition precedent to the drawdown of any of the Tranches CT for the Vessels 10
– 12 that (i) the Borrowers shall be entitled to cancel, rescind and/or
terminate the relevant Building Contracts in case the Vessels 10 – 12 are
not delivered on or prior to 29th
October, 2010 and that (ii) they shall be entitled to demand payment under the
Refund Guarantees securing the repayment of the Construction Price Instalments
paid for Vessels 10 – 12 in case the delivery of the Vessels 10 – 12 does not
take place on or prior to 29th
October; 2010, each of the foregoing termination right and repayment claim to be
evidenced to the satisfaction of the Lenders prior to the Drawdown of the
outstanding Construction Price Instalments to be paid for Vessels 10 – 12, as
stipulated in clause 2.4 of the New Schedule 5 attached hereto.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              2.7.

            	
              Shortfall

            


    

     

    In
addition to clauses 18.1 and 18.2 of the Loan Agreement, the Borrowers undertake
to the Lenders that if the ratio of the average Fair Market Values of the
Vessels 10, 11 and 12 to the outstanding average balance of the Tranches LT 1 -
12 is less than the ratio of the average Fair Market Values of the Vessels 1 - 9
to the outstanding average balance of the Tranches LT 1 - 12, it being
understood that the Fair Market Values to be assessed in each case in accordance
with clause 18.1 of the Loan Agreement, then and in such case within a period of
thirty (30) days following receipt by the Borrowers of written notice from the
Agent notifying the Borrowers of such shortfall and specifying the amount
thereof (which amount shall in the absence of manifest error be conclusive and
binding upon the Borrowers) to either furnish the Lenders with such additional
security as shall be acceptable to the Lenders in their sole discretion for the
purpose of remedying such deficiency in security or to prepay to the Lenders
(together with interest accrued thereon and any costs arising through such
prepayment being made otherwise than at the end of an Interest Period) such part
of the Tranches LT 10 - 12 as shall be necessary to ensure that the above
described ratios are equal. Unless and until the Tranches LT 10 - 12 have been
prepaid or the additional security has been granted as described above, no
dividend payments by any of the Borrowers to any of their shareholders shall be
permitted. Any additional security required as a result of the operation of this
clause is separate from and additional to any other security provided or to be
provided under the other provisions of the Loan Agreement and the Security
Documents.

     

    
      	
              2.8.

            	
              Event of
      Default

            


    

     

    In
deviation of clauses 22.1.16 and 22.1.17 of the Loan Agreement,

     

    
      	
              2.8.1.

            	
              it
      shall constitute an Event of Default if the Equity Provider 1 ceases to be
      a limited partner (Kommanditist) of each
      of the Borrowers (except for Borrower 10, Borrower 11, and Borrower 12)
      holding at least seventy five (75) percent of each of the Borrowers
      (except for Borrower 10, Borrower 11 and Borrower 12) share capital,
      unless the Equity Provider 1 transfers its shares in the Borrowers to the
      Equity Provider 2 or an affiliated company of Equity Provider 2 accepted
      by the Agent.

            


    

     

    
      	
              2.8.2.

            	
              it
      shall constitute an Event of Default if the Equity Provider 2 ceases to
      hold at least twenty five (25) percent of each of the Borrowers directly
      or through an affiliated company accepted by the Agent or if any of the
      Borrowers ceases to be a limited
partnership.

            


    

     

    
      	
              3.

            	
              EFFECTIVENESS

            


    

     

    This
Addendum No. 1 shall become effective on the date hereof.

     

    
      	
              4.

            	
              COSTS
      AND EXPENSES

            


    

     

    All costs
and expenses of the Lenders, in case of external services engaged in connection
with this Addendum No. 1 upon presentation of a copy of the relevant invoice,
incurred under or in connection with this Addendum No. 1 shall be borne by the
Borrowers including without limitation expenses for external attorneys or other
persons commissioned by any of the parties hereto for any action required by it
under or in connection with this Addendum No. 1 and expenses incurred by any of
the parties hereto in connection with the preparation, execution and carrying
out of this Addendum No. 1 (including any stamp, documentary, registration or
other like duties and Taxes, fees and charges), translations and legal opinions
(if any).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              SEVERABILITY

            


    

     

    In the
event that this Addendum No. 1 or any provision thereof 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 Addendum
No. 1, such documents and instruments as a whole and in such case the parties
shall execute and deliver such other and further agreements and/or documents
and/or instruments and such things as the Lenders in their sole discretion may
deem to be necessary to carry out the original intent of the parties to this
Addendum No. 1.

     

    
      	
              6.

            	
              CONTINUING
      VALIDITY OF THE LOAN AGREEMENT

            


    

     

    Save as
amended by this Addendum No. 1 and such further instruments and documents as
shall be necessary to give effect to the terms of this Addendum No. 1, the Loan
Agreement shall remain unaltered and in full force and effect. In case of
conflicts between the provisions of the Loan Agreement and this Addendum No. 1,
the provisions of this Addendum No. 1 shall prevail.

     

    
      	
              7.

            	
              APPLICABLE
      LAW AND JURISDICTION

            


    

     

    The terms
and conditions set out in this Addendum No. 1 shall be governed by and construed
in accordance with German law and the Borrowers submits to the jurisdiction of
the courts of Hannover, Germany. However, the Lenders reserve the right to
choose as place of jurisdiction any place where any of the Borrowers has any
assets or any place of business.

     

    [end of page]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    
 

    IN WITNESS WHEREOF the parties
hereto have caused this Addendum No. 1 to be signed by their duly authorized
attorneys the day and year first above written.

     

    THE
LENDERS:

     

    
      
        
          	
                  SIGNED
      by

                	
                  )

                	 
      
	
                  Regina
      Schulz and

                	
                  )

                	 
      
	
                  Ingo
      Doebke

                	
                  )

                	 
      
	
                  for
      and on behalf of

                	
                  )

                	 
      
	
                  NORDDEUTSCHE
      LANDESBANK

                	
                  )

                	 
      
	
                  GIROZENTRALE

                	
                  )

                	
                  /s/ Regina Schultz          /s/ Ingo Doebke

                
	 
      	 
      	 
      
	
                  THE
      BORROWERS

                	 
      	 
      
	 
      	 
      	 
      
	
                  SIGNED
      by

                	
                  )

                	 
      
	
                  Niels
      Roggemann

                	
                  )

                	 
      
	
                  for
      and on behalf of

                	
                  )

                	
                  /s/ Niels Roggemann

                


        

      

    

    


    ATL
OFFSHORE GMBH & CO. MS “JUIST” KG

     

    ATL
OFFSHORE GMBH & CO. MS “NORDERNEY” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF BALTRUM” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF LANGEOOG” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF AMRUM” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF SYLT” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF WANGEROOGE” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF NEUWERK” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF USEDUM” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF FEHMARN “ KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF MEMMERT” KG

     

    ATL
OFFSHORE GMBH & CO. “ISLE OF MELLUM” KG


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    ACKNOWLEDGEMENT AND
UNDERTAKING

     

    We hereby
confirm to have full knowledge of this Addendum No. 1 and to agree to its
contents.

     

    We hereby
undertake that we will not without the prior written consent of the Agent allow
any change in any of the Borrowers’ corporate or shareholder structure to the
effect that the we hold less than twenty five (25) percent of each of the
Borrowers directly or through an affiliated company accepted by the Agent in
advance or to the effect that any of the Borrowers ceases to be a limited
partnership.

     

    THE
CORPORATE GUARANTOR

     

    
      
        
          
            	
                    Signed
      by

                  	
                    )

                  	 
      
	
                     

                  	
                    )

                  	 
      
	
                    REEDEREI
      HARTMANN

                  	
                    )

                  	 
      
	
                    GMBH
      & CO. KG

                  	
                    )

                  	
                    /s/

                  


          

        

      

    
 

    
      
         


      

      
        8

        
          

        

      

      
         


      

    
 

    ANNEX

     

    NEW
SCHEDULES

     

      
        

      

    

     

    New
Schedule
4                                        Synopsis
Loan

     

    New
Schedule
5                                        List
of Conditions Precedent

     


      
        

      

    
 

    
      
         


      

      
        9