Unassociated Document


    


    Share
Transfer Agreement SCMP

    


    between

    


    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    


    (hereinafter
referred to as “Hartmann”)

    


    and

    


    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    


    (hereinafter
referred to as “SCMP”)

    


    WHEREAS

    


    
      	
              (A)

            	
              Hartmann
      and SCMP are the sole limited partners of the following limited
      partnerships:

            


    

    


    
      	
               
      

            	
              ATL
      Offshore GmbH and Co. MS “Juist” KG

            


    

    ATL
Offshore GmbH and Co. MS “Norderney” KG

    ATL
Offshore GmbH and Co. “Isle of Baltrum” KG

    ATL
Offshore GmbH and Co. “Isle of Langeoog” KG

    ATL
Offshore GmbH and Co. “Isle of Amrum” KG

    ATL
Offshore GmbH and Co. “Isle of Sylt” KG

    ATL
Offshore GmbH and Co. “Isle of Wangerooge” KG

    ATL
Offshore GmbH and Co. “Isle of Neuwerk” KG

    ATL
Offshore GmbH and Co. “Isle of Usedom” KG

    


    (hereinafter
together referred to as the “SPVs” and individually as “SPV” or as “SPV Juist”;
“SPV Norderney”, “SPV Baltrum”, SPV “Langeoog”, “SPV Amrum”, “SPV Sylt”, “SPV
Wangerooge”, “SPV Neuwerk” and “SPV Usedom”; and

    


    
      
        
          
            Share_Transfer_Agreement_SCMP

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    2


    


    
      	
              (B)

            	
              the
      amount of liability coverage agreed in the partnership agreements for each
      of SPV Juist, SPV Norderney, SPV Baltrum, SPV Langeoog is € 12,000,000.00
      (Euros twelve million) (hereinafter referred to as the “Agreed Equity A”);
      and

            


    

    


    
      	
              (C)

            	
              the
      amount of liability coverage agreed in the partnership agreements for each
      of SPV Amrum, SPV Sylt, SPV Wangerooge and SPV Neuwerk is € 13,500,000.00
      (Euros thirteen million five hundred thousand) (hereinafter referred to as
      the “Agreed Equity B”); and

            


    

    


    
      	
              (D)

            	
              the
      amount of liability coverage agreed in the partnership agreement of SPV
      Usedom is € 38,000,000.00 (Euros thirty eight million) (hereinafter
      referred to as the “Agreed Equity C” and together with the Agreed Equity A
      and Agreed Equity B referred to as the “Agreed Equity”);
    and

            


    

    


    
      	
              (E)

            	
              Hartmann
      agreed to contribute a liability coverage as a limited partner in the
      amount of 25 % (twenty five per cent) of the Agreed Equity (hereinafter
      referred to as the “Hartmann Share”), i.e. € 3,000,000 in the case of
      Agreed Equity A, € 3,375,000 in the case of Agreed Equity B and €
      9,500,000 in the case of Agreed Equity C;
and

            


    

    


    
      	
              (F)

            	
              SCMP
      agreed to contribute a liability coverage as a limited partner in the
      amount of 75 % (seventy five per cent) of the Agreed Equity (hereinafter
      referred to as the “SCMP Share”); i.e € 9,000,000 in the case of Agreed
      Equity A, € 10,125,000 in the case of Agreed Equity B and € 28,500,000 in
      the case of Agreed Equity C; and

            


    

    


    
      	
              (G)

            	
              the
      SPVs are incorporated under the Laws of the Federal Republic of Germany
      having their registered office at Neue Straße 24, 26789 Leer, Germany and
      are represented by their personally liable partner ATL Offshore GmbH
      (hereinafter referred to as “ATL”);
and

            


    

    


    
      	
              (H)

            	
              ATL
      has negotiated and obtained one loan (hereinafter referred to as the
      “Loan”) for and on behalf of the SPVs and three further limited
      partnerships represented by ATL named ATL Offshore GmbH and Co. “Isle of
      Fehmarn” KG, ATL Offshore GmbH and Co. “Isle of Mellum” KG and ATL
      Offshore GmbH and Co. “Isle of Memmert” KG (hereinafter referred to as the
      “SCMP I-B SPVs”) from Norddeutsche Landesbank Girozentrale (hereinafter
      referred to as “NordLB”) under a Loan Agreement dated 19th
      December, 2008 (hereinafter referred to as the “Loan Agreement”) in order
      to finance the acquisition of in total twelve anchor handling tug supply
      vessels presently built by Fincantieri Shipyard, Italy (hereinafter
      referred to as the “Vessels” or individually as the “Vessel”) one for each
      SPV and each of the SCMP I-B SPVs ;
and

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    3


    


    
      	
              (H)

            	
              one
      condition under the Loan Agreement is that SCMP has paid € 37,950,000 as
      equity in total to the SPVs directly or indirectly through a trustee and
      the full amount of such equity is at the free and undisturbed disposal of
      the relevant SPV and payment of additional equity in the amount of €
      40,970,000 is secured by a guarantee acceptable to NordLB before drawdown
      of any tranche of the Loan; and

            


    

    


    
      	
              (I)

            	
              Hartmann
      agreed to provide a corporate guarantee in the amount of € 40,700,000.00
      (Euros forty million seven hundred thousand) (hereinafter referred to as
      the “Corporate Guarantee”) in favor of NordLB as security of the payment
      of the SCMP Share into each SPV’s bank account;
  and

            


    

    


    
      	
              (J)

            	
              the
      parties whish to agree in this Agreement the procedure upon which Hartmann
      may increase its limited share in the SPVs if the Corporate Guarantee is
      either partly or totally drawn.

            


    

    


    


     

    NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

    


    
      	
              1.

            	
              SCMP
      Share

            


    

    
      	
              1.1

            	
              SCMP
      undertakes to collect funds as equity for the SPVs from its customers.
      SCMP shall use these funds exclusively for the capitalization of the SPVs
      up to the amount of the SCMP Share. SCMP will provide Hartmann with a
      monthly written report about the status of the collected payments credited
      as SCMP Share.

            


    

    
 

    
      	
              1.2

            	
              Hartmann
      acknowledges that such funds are made available by SCMP as SCMP Share by
      means of loans granted to SCMP (hereinafter referred to the “SCMP Equity
      Loans”) against a cash collateral deposited with the respective bank
      granting the loans (hereinafter referred to as the “SCMP Equity Finance
      Bank”). In order to secure that the funds collected are solely used for
      the capitalization of the SPVs via the SCMP Equity Loans, the funds
      collected shall be credited to an escrow account of the lawyers Ahlers
      & Vogel in Hamburg (hereinafter referred to as the “Escrow Account”).
      Ahlers & Vogel is hereby irrevocably instructed to release amounts
      from the escrow account, provided sufficient cover is on the account,
      either

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    4


     

    
      
        	 	(a)
      upon receipt of a drawdown note under the SCMP Equity Loans identifying
      theamount to be remitted as cash collateral, the bank account to which the
      amount shallbe transferred and the acknowledgement of the SCMP Equity
      Finance Bank that upon receipt of the amount a corresponding amount under
      the SCMP Equity Loans is remitted to the individual SPV as SCMP Share,
      or
	
                 
      

              	
                (b)
      upon receipt of joint written instructions of SCMP and Hartmann including
      theamount and the bank account to which the funds shall be
      remitted.

              


      

    

    


    
      	
              1.3

            	
              Hartmann
      acknowledges SCMP has accrued interest on equity advanced to each SPV
      which is due and payable at delivery of each
  vessel.

            


    

    


    
      	
              1.4

            	
              ATL
      is responsible for conducting the business of each SPV according to the
      principles of a reasonable businessman which includes the calling in of
      the Agreed Equity when necessary for the operation of the
      SPVs.  The parties hereto confirm that if ATL deems it necessary
      to call in Agreed Equity for the operation of the SPVs then at the latest
      ninety days after delivery of the Vessel by the shipyard to SPV Juist and
      SPV Norderney and upon delivery of a Vessel by the shipyard to SPV
      Baltrum, SPV Langeoog, SPV Amrum, SPV Sylt, SPV Wangerooge, SPV Neuwerk,
      and SPV Usedom, the SCMP Share shall be paid into the bank account of the
      respective SPVs (hereinafter referred to as the “SCMP Equity Payment
      Date”).

            


    

    


     

    
 

    
      	
              2.

            	
              Corporate
      Guarantee fee

            


    

    
      	
               
      

            	
              SCMP
      shall pay Hartmann for the provision of the Corporate Guarantee a fee of
      two per cent (2,0 %) per annum of the average guaranteed amount in each
      month of a year. The average guaranteed amount is calculated as
      follows:

            


    

    
      	
               
      

            	
              the
      amount outstanding at the 1st
      day of the month plus the amount outstanding at the last day of that month
      divided by two.

            


    

    
      	
               
      

            	
              The
      fee is due for payment at the first day of the following
      month.

            


    

    
      	
               
      

            	
              Any
      costs and expenses incurred by Hartmann in connection with the provision
      of this Corporate Guarantee shall be borne by
  SCMP.

            


    

     

    
 

    
      	
              3.

            	
              Distribution
      of Profits or Dividends and Payment of
Interest

            


    

    
      	
              3.1

            	
              SCMP
      hereby accepts that although dividends may be declared and paid to SCMP as
      a limited partner of the SPVs, SCMP shall use such funds received
      exclusively to fund any remaining unfunded SCMP Share to achieve full
      share capitalization of the SPVs until payment of the SCMP Share in all
      SPVs is effected by payment of funds either by SCMP or by Hartmann
      according to this Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5


    


    
      	
               
      

            	
              SCMP
      hereby accepts that although accrued interest on equity paid in advance of
      delivery of the respective Vessel shall be paid to SCMP as a limited
      partner of the SPVs at delivery of a Vessel, SCMP shall use such funds
      received exclusively to repay outstanding loans related to the SPVs at the
      SCMP Equity Finance Bank.

            


    

    
 

    
      	
              3.2

            	
              Ten
      (10) calendar days prior to the SCMP Equity Payment Date, ATL will
      establish an account for all SPVs in which ATL will propose a distribution
      of dividends or other distributions of revenue or capital nature to the
      limited partners taking however into consideration a liquidity reserve for
      the SPVs covering the payment obligations of the SPVs under the Loan
      Agreement and for the operational expenses of the respective Vessel for a
      period that satisfies the covenants of the Loan Agreement or longer if
      deemed prudent by ATL in conducting the business of the SPVs as a
      reasonable businessman.  Hartmann and SCMP hereby agree in
      advance to the distribution assessed by ATL under the condition that the
      payment due to SCMP is effected to the next SPV whose Vessel is to be
      delivered and where the SCMP Share has not been fully funded. In case of
      an excess of such a distribution of dividends such excess shall be used in
      the same order and procedure for the remaining SPVs whose SCMP Share is
      not fully funded at that time.

            


    

    
 

    
      	
              4.

            	
              Transfer
      of Limited Shares

            


    

    
      	
              4.1

            	
              Should
      SCMP not have paid the SCMP Share until the SCMP Equity Payment Date as
      defined in Clause 1.4 hereof either by funds collected or by distribution
      of dividends as described in Clause 3 hereof or by distribution of accrued
      interest as described in Clause 1.3 hereof, the outstanding balance of the
      SCMP Share of the specific SPV whose Vessel is delivered is paid by
      Hartmann to the account of the specific SPV with NordLB up to the total
      maximum amount of the Corporate Guarantee at the first banking day
      following the SCMP Equity Payment Date. Corresponding to that payment SCMP
      hereby irrevocably assigns the SCMP Share in the specific SPV at their
      nominal value to Hartmann up to the amount actually paid by Hartmann
      (hereinafter referred to the “Transferred SCMP Shares”). Hartmann accepts
      this assignment.

            


    

    
 

    
      	
              4.2

            	
              In
      any event Hartmann shall not own more than fifty per cent (50 %) of the
      Agreed Equity in each SPV, i.e. € 6,000,000.00 (Euros six million) in the
      case of Agreed Equity A, € 6,750,000.00 (Euros six million seven hundred
      fifty thousand) in the case of Agreed Equity B and € 17,500,000.00 (Euros
      seventeen million five hundred thousand) in the case of Agreed Equity C
      (hereinafter together referred to as the “Share Threshold”). Accordingly
      Hartmann can only increase the Hartmann Share in each SPV by twenty five
      per cent (25 %) of the Agreed Equity by means of SCMP Shares (hereinafter
      referred to as the “Available Scope of
Shares”).

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    6


    


    
      	
              4.3

            	
              In
      case the amount outstanding of the SCMP Share in any SPV exceeds the Share
      Threshold, only shares up to the Available Scope of Shares in that SPV are
      transferred to Hartmann. For the payment in excess of the Share Threshold
      (hereinafter the “Excess Payment”), limited shares in all other SPVs are
      transferred to Hartmann at nominal value pari passu, provided
      the Share Threshold in these other SPVs is not
  exceeded.

            


    

    
 

    
      	
              4.4

            	
              In
      order to allocate the amount of limited shares which are transferred by
      SCMP to Hartmann at the SCMP Equity Payment Date, ATL shall establish an
      account at the SCMP Equity Payment Date in which for each
    SPV

            


    

    
      	
               

            	
              (a)
      the outstanding amount of the SCMP Share is
  ascertained,

            


    

    
      	
               

            	
              (b)
      the amount of Excess Payment is
recorded.

            


    

    
      	
               
      

            	
              Upon
      such account being established, the total amount of Excess Payment is
      allocated pari
      passu to the SPVs (hereinafter referred to as the “Excess Payment
      Share”) up to the Share Threshold. If the Excess Payment Share allocated
      to a SPV would exceed the Share Threshold of that SPV (hereinafter
      referred to as the “Second Excess Payment”), the Second Excess Payment
      shall be allocated to the SPVs remaining up to their Share Threshold
      (hereinafter referred to as the “Second Excess Payment Share”). This
      allocation procedure shall continue until Hartmann has received limited
      shares in the SPV at nominal value for its payment of the outstanding
      amount of the SCMP Share. The aforesaid procedure shall apply no matter
      whether a SPV took delivery of its respective Vessel or is waiting for
      delivery of its Vessel by Fincantieri
Shipyard.

            


    

    
      	
               
      

            	
              The
      status of capitalization of the SPVs with the Agreed Equity as of the date
      of this Agreement can be derived from the chart of equity payments
      attached hereto as Exhibit A.

            


    

    
 

    
      	
              4.5

            	
              SCMP
      warrants that until elapse of the SCMP Equity Payment Date the rights
      deriving from its participation as limited partner in the SPVs are not
      attached, pledged of in any other way encumbered or
    assigned.

            


    

    
 

    
      	
              4.6

            	
              Hartmann
      intends its direct entry of the Transferred SCMP Shares in the corporate
      register and undertakes to submit all necessary documents in relation
      thereto. SCMP hereby irrevocably declares its consent to the transfer
      according to this Agreement and irrevocably instructs Dr. Jan-Erik
      Pötschke in its capacity as lawyer of Ahlers & Vogel in Hamburg or any
      other lawyer of Ahlers & Vogel having power of representation, to make
      the necessary declarations to the corporate register under the existing
      notarized Commercial Register Power of Attorney forthwith in order to
      record the Transferred SCMP Shares in Hartmann’s name as ascertained by
      ATL according to this Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    7


    


    
      	
              4.7

            	
              The
      parties hereto agree that the Transferred SCMP Shares and the thereto
      connected rights and obligations are transferred in rem at the date of
      entry into the records of the corporate register. The economical transfer
      of the Transferred SCMP Shares is effected with effect from the day on
      which payment is made by Hartmann to the SPV accounts with NordLB. From
      this day until the recording of Transferred SCMP Shares in the corporate
      register SCMP shall hold the Transferred SCMP Shares as trustee for and on
      behalf of Hartmann as trustor.

            


    

    
 

    
      	
              4.8

            	
              ATL
      hereby consents to the transfer of SCMP Shares to Hartmann according to
      this Agreement.

            


    

    


     

    
 

    
      	
              5.

            	
              Miscellaneous.

            


    

    
      	
              5.1

            	
              All
      changes of this Agreement have to be made in writing in such a form that
      written form on the same document is a condition of validity; this applies
      also to an agreement changing the written form
  requirement.

            


    

    
 

    
      	
              5.2

            	
              Should
      any of the provisions of this Agreement be or become invalid, the validity
      of the rest of the Agreement shall not be affected. The parties agree to
      substitute the invalid provision by a valid provision which covers the
      contents of the invalid provision in the best legal and economic
      way.

            


    

    
 

    
      	
              5.3

            	
              The
      costs and expenses of the required declarations to the corporate register
      are borne by the respective SPV. Any further costs and expenses of the
      parties shall be borne by SCMP.

            


    

    
 

    
      	
              5.4

            	
              This
      Agreement shall rank pari passu to other
      instruments granted in favour of Hartmann securing the outstanding
      indebtedness under the Corporate
Guarantee.

            


    

    
 

    
      	
              5.5

            	
              This
      Agreement is governed and construed in accordance with German law. All
      disputes arising out of or in connection with this Agreement or concerning
      its validity shall be finally settled by arbitration in accordance with
      the Arbitration Rules of the German Maritime Arbitration Association
      (GMAA-Arbitration) in Hamburg.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    8


     

    
      SIGNED
BY:

    

    
      
      

    

    
      	
              /S/                                                          
      

            	
              /S/                                                       
      

            
	
              Reederei
      Hartmann GmbH & Co. KG

              Name:
      Dr. Niels Hartmann

              Title:
      Managing Director

               

            	
              Suresh
      Capital Maritime Partners

              Germany
      GmbH

              Name:
      Siva Suresh

              Title:
      Managing Director

            
	
              /S/                                                              
      

            	
              /S/                                                         

            
	
              ATL
      Offshore GmbH for and on behalf

              of
      the SPVs

              Name:
      Dr. Niels Hartmann

              Title:
      Managing Director

            	
              Acknowledged
      by

              Ahlers
      & Vogel

              Dr.
      Jan-Erik Pötschke

              Schaarsteinwegsbrücke
      2; 20459 Hamburg

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ADDENDUM
NO. I

     

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    between

    


    Reederei
Hartmann GmbH & Co. KG

    Leer
I Germany

    


    


    (hereinafter
referred to as "Hartmann")

    


    


    


    and

    


    


    Suresh
Capital Maritime Partners Germany GmbH

    Leer
I Germany

    


    


    (hereinafter
referred to as "SCMP")

    


    


    WHEREAS

    


    


    


    (A)
Hartmann and SCMP are the sole limited partners of the following limited
partnerships:

    ATL
Offshore GmbH and Co. MS "Juist" KG

    ATL
Offshore GmbH and Co. MS "Norderney" KG

    ATL
Offshore GmbH and Co. "Isle of Baltrum" KG

    ATL
Offshore GmbH and Co. "Isle of Langeoog" KG

    ATL
Offshore GmbH and Co. "Isle of Amrum" KG

    ATL
Offshore GmbH and Co. "Isle of Sylt" KG

    ATL
Offshore GmbH and Co. "Isle of Wangerooge" KG

    ATL
Offshore GmbH and Co. "Isle of Neuwerk" KG

    ATL shore
GmbH and Co. "Isle of Usedom" KG

    (hereinafter
together referred to as the "SPVs" and individually as "SPV" or as "SPV Juist";
"SPV Norderney", "SPV Baltrum", SPV "Langeoog", "SPV Amrum", "SPV Sylt", "SPV
Wangrooge", "SPV Neuwerk" and "SPV Usedom"; and

     

    
      	
              (B)

            	
              Hartmann
      agreed to assign a limited partner share in each SPV in the amount of EUR
      10,000 (in words: Euro ten thousand) to UOS United Offshore Support GmbH
      & Co. KG (hereinafter referred to as "UOS") and a further limited
      partner share in each SPV in the same amount to Hartmann Offshore GmbH
      (hereinafter referred to as "Hartmann Off­shore");
  and

            


    

     

    
      	
              (C)

            	
              Hartmann
      agreed to a purchase option in favor of each UOS and Hartmann Offshore by
      which a further part up to the amount of EUR 170,000 (in words Euro one
      hundred seventy thousand) of its limited partner share can be purchased
      after delivery of the respective vessel to each respective SPV;
      and

            


    

    


    
      
        
          
            Share_Transfer_Agreement_SCMP

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    2


     

    
      	
              (D)

            	
              the
      parties whish to agree in this Addendum No.1 the amendments to the Share
      Transfer Agreement in view of the new limited partners UOS and Hartmann
      Offshore.

            


    

     

    NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

     

    
      	
              1.

            	
              The
      Hartmann liability coverage as a limited partner in each of the following
      SPVs is re­duced by in total € 20,000 (in
      words Euro twenty thousand).

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      assignment of limited shares in the SPVs by SCMP to Hartmann agreed in
      Article 4 of the Share Transfer Agreement shall remain unaffected by the
      reduction of Hartmann's limited partner
share.

            


    

     

    
      	
               
      

            	
              3.

            	
              For
      the purpose of reaching the Share Threshold agreed in Article 4.2 of the
      Share Transfer Agreement all limited partner shares of UOS and Hartmann
      Offshore including those acquired late under the purchase option referred
      to in recital (C) above are consid­ered to be Hartmann limited partner
      shares.

            


    

     

    
      	
               
      

            	
              4.
      UOS and Hartmann hereby consent to the assignment of limited shares from
      SCMP to Hartmann as agreed in the Share Transfer Agreement and waive their
      right of pre­emption granted to them in the partnership agreement of
      each SPV.

            


    

     

    
      	
               
      

            	
              5.

            	
              UOS
      and Hartmann Offshore hereby acknowledge the contents of the Share
      Transfer Agreement and shall not undertake any action whatsoever which
      could affect the validity and enforcement of the Share Transfer
      Agreement.

            


    

     

    6.     
All other terms and conditions of the Share Transfer Agreement shall remain
unaffected.

     

     

     

    


    
      
        
          
            Addendum
No I Share Transfer Agreement 20090513

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    3

       

      
        
          	
                  Place:
           Rapazzo                
      

                	
                  Date:   20     May
      2009

                


        

      

      


      


      


      


      
        
          
            
              
                	
                                  
      /s/

                      	 	
                                  
      /s/

                      
	
                        Reederei
      Hartmann GmbH & Co. KG

                        Name:
      Dr. Niels Hartmann

                        Title:
      Managing Director

                         

                      	 	
                        Suresh
      Capital Maritime Partners

                        Germany
      GmbH

                        Name:
      Siva Suresh

                        Title:
      Managing Director

                         

                      
	
                               
      /s/

                      	 	
                                 
      /s/

                      
	
                        ATL
      Offshore GmbH for and on behalf

                        of
      the SPVs

                        Name:
      Dr. Niels Hartmann

                        Title:
      Managing Director

                      	 	
                        UOS
      United Offshore Support

                        GmbH
      & Co. KG

                        Name:Peter
      Labouvie

                        Title:Managing
      Director

                      
	 
      	 	 
      
	
                                
      /s/

                      	 	
                                 
      /s/

                      
	
                        Hartmann
      Offshore GmbH

                        Name:Niels
      Roggemann

                        Title:Managing
      Director

                      	 	
                        Acknowledged
      by

                        Ahlers
      & Vogel

                        Dr.
      Jan-Erik Pötschke

                        Schaarsteinwegsbrücke
      2; 20459 Hamburg

                      
	 
      	 	 
      


              

            

          

        

      


      
        
          
            Addendum
No I Share Transfer Agreement 20090513

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      ADDENDUM
NO. 2

      to

      Share
Transfer Agreement SCMP

      signed
in February 2009

      as
amended by Addendum No. I dated 20th May,
2009

      


      between

      


      Reederei
Hartmann GmbH & Co. KG

      Leer /
Germany

      (hereinafter
referred to as “Hartmann”)

      


      and

      


      Suresh
Capital Maritime Partners Germany GmbH

      Leer /
Germany

      (hereinafter
referred to as “SCMP”)

      


      and

      


      UOS
United Offshore Support GmbH & Co. KG

      Leer /
Germany

      (hereinafter
referred to as “UOS”)

      


      and

      


      Hartmann
Offshore GmbH

      Leer /
Germany

      (hereinafter
referred to as “Hartmann Offshore”)

      


      WHEREAS

      


      
        	
                (A)

              	
                SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG ( hereinafter “SPV Juist”) according to clause 1.4 of
      the Share Transfer Agreement from ninety (90) days to a longer period from
      delivery of the MV “UOS ATLANTIS”,
and

              


      


      
        
          
            Addendum
No.2 Share Transfer Agreement 20090608.doc

          

           


        

        
           


          
            

          

        

        
           


        

      


      2

      


      
        	
                (B)

              	
                Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in SPV “Juist” until the new SCMP Equity Payment Date for SPV
      Juist, and

              


      

      


      
        	
                (C)

              	
                the
      parties whish to agree in this Addendum No. 2 the amendments to the Share
      Transfer Agreement and the status of SCMP Share
  payments.

              


      

      


      


      


      NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

      


      


      
        	
                1.

              	
                All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

              


      

      


      
        	
                2.

              	
                The
      new SCMP Equity Payment Date for SPV Juist according  to clause
      1.4 of the Share Transfer Agreement is agreed to be Friday,14th August,
      2009.

              


      

      


      
        	
                3.

              	
                Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to SPV Juist before the elapse of the
      date mentioned und clause 1 hereof.

              


      

      


      
        	
                4.

              	
                For
      the purpose of clarifying the status of capitalization of the SPVs with
      Agreed Equity in February 2009 when the Share Transfer Agreement was
      signed and at the date falling ninety (90) days after delivery of “UOS
      ATLANTIS” to SPV Juist, i.e. 28th
      May 2009 (the “Original SCMP Equity Payment Date SPV Juist”), two tables
      were prepared by ATL which are attached hereto as Exhibit A, contents of
      which is acknowledged by all parties
hereto.

              


      

      


      
        	
                5.

              	
                All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

              


      


      
        
          
            Addendum
No.2 Share Transfer Agreement 20090608.doc

          

           


        

        
           


          
            

          

        

        
           


        

      


      3

      
 

      
        
          	
                  Place_______Leer__________________

                	
                  Date___18th__ June
      2009

                


        

      

      


      
        SIGNED
BY:

      

      
        
        

      

      
        
          
            
              
                	
                            
/s/

                      	 	
                            
  /s/

                      
	
                        Reederei
      Hartmann GmbH & Co. KG

                        Name:
      Dr. Niels Hartmann

                        Title:
      Managing Director

                         

                      	 	
                        Suresh
      Capital Maritime Partners

                        Germany
      GmbH

                        Name:
      Siva Suresh

                        Title:
      Managing Director

                         

                      
	
                            
/s/

                      	 	
                            
  /s/

                      
	
                        ATL
      Offshore GmbH for and on behalf

                        of
      the SPVs

                        Name:
      Dr. Niels Hartmann

                        Title:
      Managing Director

                      	 	
                        UOS
      United Offshore Support

                        GmbH
      & Co. KG

                        Name:Peter
      Labouvie

                        Title:Managing
      Director

                      
	 
      	 	 
      
	
                            
/s/

                      	 	
                            
  /s/

                      
	
                        Hartmann
      Offshore GmbH

                        Name:Niels
      Roggemann

                        Title:Managing
      Director

                      	 	
                        Acknowledged
      by

                        Ahlers
      & Vogel

                        Dr.
      Jan-Erik Pötschke

                        Schaarsteinwegsbrücke
      2; 20459 Hamburg

                      
	 
      	 	 
      


              

            

          

        

      

      


      



      
        
          
            Addendum
No.2 Share Transfer Agreement 20090608.doc

          

           


        

        
           


          
            

          

        

        
           


        

      



    ADDENDUM
NO. 3

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    as
amended by Addendum No. I dated 20th May,
2009

    and
by Addendum No. 2 dated 18th June
2009

    


    between

    


    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “Hartmann”)

    


    and

    


    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    (hereinafter
referred to as “SCMP”)

    


    and

    


    UOS
United Offshore Support GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “UOS”)

    


    and

    


    Hartmann
Offshore GmbH

    Leer /
Germany

    (hereinafter
referred to as “Hartmann Offshore”)


    WHEREAS

    


    
      	
              (A)

            	
              SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG (hereinafter “SPV Juist”) and ATL Offshore GmbH &
      Co. MS “Norderney” KG (hereinafter “SPV Norderney”) according to clause
      1.4 of the Share Transfer Agreement from ninety (90) days to a longer
      period from delivery of the MV “UOS ATLANTIS” and MV “UOS CHALLENGER”
      respectively, and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2
 


    
      	
              (B)

            	
              Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in SPV “Juist” and in SPV “Norderney” until the new SCMP Equity
      Payment Date for SPV Juist and SPV Norderney,
  and

            


    

    


    
      	
              (C)

            	
              the
      parties whish to agree in this Addendum No. 3 the amendments to the Share
      Transfer Agreement and the status of SCMP Share
  payments.

            


    

    


    NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

    


    
      	
              1.

            	
              All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

            


    

    


    
      	
              2.

            	
              The
      new SCMP Equity Payment Date for SPV Juist and SPV Norderney
      according  to clause 1.4 of the Share Transfer Agreement is
      agreed to be Monday,31st August,
      2009.

            


    

    


    
      	
              3.

            	
              Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to SPV Juist and/ or SPV Norderney
      before the elapse of the date mentioned und clause 2
    hereof.

            


    

    


    
      	
              4.

            	
              All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

            


    

    


    
      	
              Place        
      Leer                     
      

            	
              Date   
      14    August
2009

            


    

    


    
      SIGNED
BY:

    

    
      	
              /s/

            	 
      	
              /s/

            
	
              Reederei
      Hartmann GmbH & Co. KG

              Name:
      Dr. Niels Hartmann

              Title:  
      Managing Director

            	 
      	
              Suresh
      Capital Maritime Partners

              Germany
      GmbH

              Name:
      Darrel W. Cain or Jason Morton

              Title:  
      Managing Director

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    3

     

    
      	
              /s/

            	 
      	
              /s/

            
	
              ATL
      Offshore GmbH for and on behalf

              of
      the SPVs

              Name:
      Dr. Niels Hartmann

              Title:  
      Managing Director

            	 
      	
              UOS
      United Offshore Support

              GmbH
      & Co. KG

              Name:Peter
      Labouvie

              Title: 
      Managing Director

            
	 
      	 
      	 
      
	
              /s/

            	 
      	
              /s/

            
	
              Hartmann
      Offshore GmbH

              Name:Niels
      Roggemann

              Title: 
      Managing Director

            	 
      	
              Acknowledged
      by

              Ahlers
      & Vogel

              Dr.
      Jan-Erik Pötschke

              Schaarsteinwegsbrücke
      2; 20459 Hamburg

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ADDENDUM
NO. 4

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    as
amended by Addendum No. I dated 20th May,
2009

    and
by Addendum No. 2 dated 18th June
2009

    and
by Addendum No. 3 dated 14th August
2009.

    


    between

     

    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “Hartmann”)

     

    and

     

    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    (hereinafter
referred to as “SCMP”)

    
    

     

    and

     

    UOS
United Offshore Support GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “UOS”)

     

    and


     

    Hartmann
Offshore GmbH

    Leer /
Germany

    (hereinafter
referred to as “Hartmann Offshore”)

     

    WHEREAS

     

    
      	
              (A)

            	
              SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG (hereinafter “SPV Juist”) and ATL Offshore GmbH &
      Co. MS “Norderney” KG (hereinafter “SPV Norderney”) according to clause
      1.4 of the Share Transfer Agreement from ninety (90) days to a longer
      period from delivery of the MV “UOS ATLANTIS” and MV “UOS CHALLENGER”
      respectively, and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2

     

    
      	
              (B)

            	
              Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in SPV “Juist” and in SPV “Norderney” until the new SCMP Equity
      Payment Date for SPV Juist and SPV Norderney,
  and

            


    

     

    
      	
              (C)

            	
              the
      parties whish to agree in this Addendum No. 4 the amendments to the Share
      Transfer Agreement and the status of SCMP Share
  payments.

            


    

     

    NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

     

    
      	
              1.

            	
              All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

            


    

     

    
      	
              2.

            	
              The
      new SCMP Equity Payment Date for SPV Juist and SPV Norderney
      according  to clause 1.4 of the Share Transfer Agreement is
      agreed to be Monday, 14
      September 2009.

            


    

     

    
      	
              3.

            	
              Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to SPV Juist and/ or SPV Norderney
      before the elapse of the date mentioned und clause 2
    hereof.

            


    

     

    
      	
              4.

            	
              All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

            


    

     

    
      	
              Place          
      Leer              
      

            	
              Date   31  
       August 2009

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3

     

    
      SIGNED
BY:

      
      

    

    
      
        
          
            
              
                
                  
                    	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Reederei
      Hartmann GmbH & Co. KG

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            Suresh
      Capital Maritime Partners

                            Germany
      GmbH

                            Name:
      Darrell W. Cain or Jason Morton

                            Title:  
      Managing Director

                          
	 	 	 
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            ATL
      Offshore GmbH for and on behalf

                            of
      the SPVs

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            UOS
      United Offshore Support

                            GmbH
      & Co. KG

                            Name:Peter
      Labouvie

                            Title: 
      Managing Director

                          
	 
      	 
      	 
      
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Hartmann
      Offshore GmbH

                            Name:Niels
      Roggemann

                            Title: 
      Managing Director

                          	 
      	
                            Acknowledged
      by

                            Ahlers
      & Vogel

                            Dr.
      Jan-Erik Pötschke

                            Schaarsteinwegsbrücke
      2; 20459
Hamburg

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ADDENDUM
NO. 5

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    as
amended by Addendum No. I dated 20th May,
2009

    and
by Addendum No. 2 dated 18th June
2009

    and
by Addendum No. 3 dated 14th August
2009 

      and
by Addendum No. 4 dated 31st August
2009

    

    


    between

     

    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “Hartmann”)

     

    and

     

    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    (hereinafter
referred to as “SCMP”)

    
    

     


    and


    UOS
United Offshore Support GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “UOS”)

     

    and


     

    Hartmann
Offshore GmbH

    Leer /
Germany

    (hereinafter
referred to as “Hartmann Offshore”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

     

    
    

    WHEREAS

     

    
      	
              (A)

            	
              SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG (hereinafter “SPV Juist”) and ATL Offshore GmbH &
      Co. MS “Norderney” KG (hereinafter “SPV Norderney”) according to clause
      1.4 of the Share Transfer Agreement from ninety (90) days to a longer
      period from delivery of the MV “UOS ATLANTIS” and MV “UOS CHALLENGER”
      respectively, and

            


    

     

    
      	
              (B)

            	
              Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in SPV “Juist” and in SPV “Norderney” until the new SCMP Equity
      Payment Date for SPV Juist and SPV Norderney,
  and

            


    

     

    
      	
              (C)

            	
              the
      parties whish to agree in this Addendum No. 4 the amendments to the Share
      Transfer Agreement and the status of SCMP Share
  payments.

            


    

     

    NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

     

    
      	
              1.

            	
              All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

            


    

     

    
      	
              2.

            	
              The
      new SCMP Equity Payment Date for SPV Juist and SPV Norderney
      according  to clause 1.4 of the Share Transfer Agreement is
      agreed to be Wednesday,
      30 September 2009.

            


    

     

    
      	
              3.

            	
              Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to SPV Juist and/ or SPV Norderney
      before the elapse of the date mentioned und clause 2
    hereof.

            


    

     

    
      	
              4.

            	
              All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

            


    

     

    
      	
              Place      
      Leer           

            	
              Date     
      29     September
2009

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    3

     

    
      SIGNED
BY:

      
      

      
      

    

    
      
        
          
            
              
                
                  
                    	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Reederei
      Hartmann GmbH & Co. KG

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            Suresh
      Capital Maritime Partners

                            Germany
      GmbH

                            Name:
      Darrell W. Cain or Jason Morton

                            Title:  
      Managing Director

                          
	 	 	 
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            ATL
      Offshore GmbH for and on behalf

                            of
      the SPVs

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            UOS
      United Offshore Support

                            GmbH
      & Co. KG

                            Name:Peter
      Labouvie

                            Title: 
      Managing Director

                          
	 
      	 
      	 
      
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Hartmann
      Offshore GmbH

                            Name:Niels
      Roggemann

                            Title: 
      Managing Director

                          	 
      	
                            Acknowledged
      by

                            Ahlers
      & Vogel

                            Dr.
      Jan-Erik Pötschke

                            Schaarsteinwegsbrücke
      2; 20459
Hamburg

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ADDENDUM
NO. 6

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    as
amended by Addendum No. I dated 20th May,
2009

    and
by Addendum No. 2 dated 18th June
2009

    and
by Addendum No. 3 dated 14th August
2009 

      and
by Addendum No. 4 dated 31st August
2009 

        and
by Addendum No. 5 dated 29th
September 2009

      

    

    


    between

     

    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “Hartmann”)

     

    and

     

    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    (hereinafter
referred to as “SCMP”)

    
    

     

    and

     

    UOS
United Offshore Support GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “UOS”)

     

    and


     

    Hartmann
Offshore GmbH

    Leer /
Germany

    (hereinafter
referred to as “Hartmann Offshore”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    2

    
       

      WHEREAS

       

      
        	
                (A)

              	
                SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG (hereinafter “SPV Juist”) and ATL Offshore GmbH &
      Co. MS “Norderney” KG (hereinafter “SPV Norderney”) according to clause
      1.4 of the Share Transfer Agreement from ninety (90) days to a longer
      period from delivery of the MV “UOS ATLANTIS” and MV “UOS CHALLENGER”
      respectively, and

              


      

    

     

    
      
        	
                (B)

              	
                SCMP
      requested to extend the period within which it had to remit its amount of
      SCMP Share in ATL Offshore GmbH & Co. “Isle of Baltrum” KG
      (hereinafter “SPV Baltrum”) according to clause 1.4 of the Share Transfer
      Agreement from the delivery date of “UOS COLUMBIA” 6 October 2009,
      and

              


      

    

    
      


      
        	
                (C)

              	
                Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in “SPV Juist”, in “SPV Norderney” and in “SPV Baltum” until
      the new SCMP Equity Payment Date for “SPV Juist”, “SPV Norderney” and “SPV
      Baltrum”, and

              


      

      


      
        	
                (D)

              	
                the
      parties wish to agree in this Addendum No. 6 the amendments to the Share
      Transfer Agreement and the status of SCMP Share
  payments.

              


      

      


      NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

      


      
        	
                1.

              	
                All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

              


      

      


      
        	
                2.

              	
                The
      new SCMP Equity Payment Date for “SPV Juist” and “SPV Norderney” according
      to clause 1.4 of the Share Transfer Agreement is agreed to be Friday, 16 October
      2009.

              


      

      


      
        	
                3.

              	
                The
      new SCMP Equity Payment Date for “SPV Baltrum” according to clause 1.4 of
      the Share Transfer Agreement is agreed to be Tuesday, 6 October
      2009.

              


      

      


      
        	
                4.

              	
                Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to “SPV Juist” and/or “SPV Norderney”
      and/or “SPV Baltrum” before the elapse of the date mentioned und clause 2
      and 3 hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3

        


      
        	
                5.

              	
                All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

              


      

      


      
        	
                Place:
      Leer

              	
                  Date:
      30 September 2009

              


      

    

     

    
      SIGNED
BY:

      
      

      
      

    

    
      
        
          
            
              
                
                  
                    	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Reederei
      Hartmann GmbH & Co. KG

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            Suresh
      Capital Maritime Partners

                            Germany
      GmbH

                            Name:
      Darrell W. Cain or Jason Morton

                            Title:  
      Managing Director

                          
	 	 	 
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            ATL
      Offshore GmbH for and on behalf

                            of
      the SPVs

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            UOS
      United Offshore Support

                            GmbH
      & Co. KG

                            Name:Peter
      Labouvie

                            Title: 
      Managing Director

                          
	 
      	 
      	 
      
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Hartmann
      Offshore GmbH

                            Name:Niels
      Roggemann

                            Title: 
      Managing Director

                          	 
      	
                            Acknowledged
      by

                            Ahlers
      & Vogel

                            Dr.
      Jan-Erik Pötschke

                            Schaarsteinwegsbrücke
      2; 20459
Hamburg

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ADDENDUM
NO. 7

    to

    Share
Transfer Agreement SCMP

    signed
in February 2009

    as
amended by Addendum No. I dated 20th May,
2009

    and
by Addendum No. 2 dated 18th June
2009

    and
by Addendum No. 3 dated 14th August
2009 

      and
by Addendum No. 4 dated 31st August
2009 

        and
by Addendum No. 5 dated 29th
September 2009 

          and
by Addendum No. 6 dated 30th
September 2009

        

      

    

    


    between

     

    Reederei
Hartmann GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “Hartmann”)

     

    and

     

    Suresh
Capital Maritime Partners Germany GmbH

    Leer /
Germany

    (hereinafter
referred to as “SCMP”)

    
    

     

    and

     

    UOS
United Offshore Support GmbH & Co. KG

    Leer /
Germany

    (hereinafter
referred to as “UOS”)

     

    and


     

    Hartmann
Offshore GmbH

    Leer /
Germany

    (hereinafter
referred to as “Hartmann Offshore”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    2

    
       

      WHEREAS

       

      
        	
                (A)

              	
                SCMP
      requested to extend the period within which it had to remit its amount of
      liability coverage (hereinafter “SCMP Share”) in ATL Offshore GmbH &
      Co. MS “Juist” KG (hereinafter “SPV Juist”) and ATL Offshore GmbH &
      Co. MS “Norderney” KG (hereinafter “SPV Norderney”) according to clause
      1.4 of the Share Transfer Agreement from ninety (90) days to a longer
      period from delivery of the MV “UOS ATLANTIS” and MV “UOS CHALLENGER”
      respectively, and

              


      

    

     

    
      
        	
                (B)

              	
                SCMP
      requested to extend the period within which it had to remit its amount of
      SCMP Share in ATL Offshore GmbH & Co. “Isle of Baltrum” KG
      (hereinafter “SPV Baltrum”) according to clause 1.4 of the Share Transfer
      Agreement from the delivery date of “UOS COLUMBIA” 27
      November 2009, and

              


      

    

    
      


      
        	
                (C)

              	
                Hartmann
      agreed not to exercise its option to effect payment of the outstanding
      SCMP Share in “SPV Juist”, in “SPV Norderney” and in “SPV Baltum” until
      the new SCMP Equity Payment Date for “SPV Juist”, “SPV Norderney” and “SPV
      Baltrum”, and

              


      

      


      
        	
                (D)

              	
                the
      parties wish to agree in this Addendum No. 7 the amendments to the
      Share Transfer Agreement and the status of SCMP Share
      payments.

              


      

      


      NOW
THEREFORE and in consideration of the foregoing recitations, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

      


      
        	
                1.

              	
                All
      definitions used herein shall have the same meaning as in the original
      Share Transfer Agreement.

              


      

      


      
        	
                2.

              	
                The
      new SCMP Equity Payment Date for “SPV Juist” and “SPV Norderney” according
      to clause 1.4 of the Share Transfer Agreement is agreed to be Friday,
      27 November 2009.

              


      

      


      
        	
                3.

              	
                The
      new SCMP Equity Payment Date for “SPV Baltrum” according to clause 1.4 of
      the Share Transfer Agreement is agreed to be Friday, 27 November
      2009.

              


      

      


      
        	
                4.

              	
                Hartmann
      shall not be entitled to exercise its rights described in clause 4 of the
      Share Transfer Agreement with regard to “SPV Juist” and/or “SPV Norderney”
      and/or “SPV Baltrum” before the elapse of the date mentioned und clause 2
      and 3 hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3

       

      
      

      
        	
                5.

              	
                All
      other terms and conditions of the Share Transfer Agreement shall remain
      unaffected.

              


      

      


      
        	
                Place:
      Leer

              	
                  Date:
      2
      November 2009

              


      

    

     

    
      SIGNED
BY:

         

      
      

      
      

    

    
      
        
          
            
              
                
                  
                    	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Reederei
      Hartmann GmbH & Co. KG

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            Suresh
      Capital Maritime Partners

                            Germany
      GmbH

                            Name:
      Darrell W. Cain or Jason Morton

                            Title:  
      Managing Director

                          
	 	 	 
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            ATL
      Offshore GmbH for and on behalf

                            of
      the SPVs

                            Name:
      Dr. Niels Hartmann

                            Title:  
      Managing Director

                          	 
      	
                            UOS
      United Offshore Support

                            GmbH
      & Co. KG

                            Name:Peter
      Labouvie

                            Title: 
      Managing Director

                          
	 
      	 
      	 
      
	
                            /s/

                          	 
      	
                            /s/

                          
	
                            Hartmann
      Offshore GmbH

                            Name:Niels
      Roggemann

                            Title: 
      Managing Director

                          	 
      	
                            Acknowledged
      by

                            Ahlers
      & Vogel

                            Dr.
      Jan-Erik Pötschke

                            Schaarsteinwegsbrücke
      2; 20459
Hamburg