ADDENDUM
      NO. 2

                   

                  to

                   

                  
                    LOAN
      AGREEMENT

                  

                  dated
      19th
      December, 2008

                	
                  

                


        

      

      


      


      


      


      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. 2 IS MADE THIS
24th DAY OF JANUARY, 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 (as amended by an addendum no. 1 dated 17th
September, 2010 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 pursuant to a loan
agreement dated 6th
December, 2010 (the “WC Agreement”) made between the Agent as lender and the
Borrowers as borrowers, the Agent has agreed to grant the Borrowers a loan in
the amount of up to Euros ten million (EUR 10,000,000.00) (the “WC Facility”) to
strengthen the Borrowers’ working capital.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      WHEREAS pursuant to the last
sentence of clause 2.3 of the Loan Agreement the Borrowers have no further right
or claim under the Loan Agreement for the utilization of the Commitment not yet
drawn down in the total amount of EUR 15,005,500.00.

      


      WHEREAS upon request of the
Borrowers, the Lenders are willing to agree to certain amendments of the Loan
Agreement subject to the terms and conditions of this Addendum No.
2.

      


      


      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. 2, unless defined otherwise herein or unless the context
      does not permit so.

                  
	 
      	 
      
	
                    1.2. 

                  	
                    Any
      term as defined in this Addendum No. 2 shall apply to the Loan Agreement
      unless the context does not permit so.

                  
	 
      	 
      
	
                    1.3. 

                  	
                    Where
      the context of this Addendum No. 2 allows so, words importing the singular
      include the plural and vice versa. Clause headings in this Addendum No. 2
      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. 2. 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. 

              	
                Mandatory Prepayment

              
	 
      	 
      
	 
      	
                In
      addition to the stipulations of clause 9 of the Loan Agreement, after (i)
      full repayment of the WC Facility to the satisfaction of the Lenders and
      after (ii) either (a) the commitment termination date under the WC
      Agreement has occurred or (b) the Borrowers have waived their rights for
      re-borrowing under clause 9.2 of the WC Agreement, the Borrowers shall
      make a mandatory prepayment of twenty (20) percent of their annual
      earnings after tax (equalling the annual turnover less operating expenses
      of the Vessels less debt service under the Loan Agreement less ten (10)
      percent dividend payout in relation to the paid-in share-capital and less
      any taxes to be paid by the Relevant Borrowers) in accordance with clause
      9 of the Loan Agreement, being due and payable on the  31st July
      of each year until all amounts outstanding under the Credit Facility have
      been repaid in full.

              
	 
      	 
      
	
                2.2. 

              	
                Asset Protection

              
	 
      	 
      
	 
      	
                In
      alteration of clause 18 of the Loan Agreement, the outstanding balance of
      the WC Facility shall be added to the outstanding balance of the Tranches
      LT when calculating the loan-to value-ratio in accordance with clause 18
      of the Loan Agreement.

              
	 
      	 
      
	
                2.3. 

              	
                Change in Corporate
    Structure

              
	 
      	 
      
	 
      	
                The
      Equity Provider 2 has transferred a part of its shares in each of the
      Borrowers to the Manager and the Pool Manager. Therefore, the definition
      of the term “Equity Provider 2” shall be amended and read as
      follows:

              


      

      


      
        	 
      	
                “Equity
      Provider 2

              	
                Together
      the Corporate Guarantor and the Manager and the Pool Manager or any of
      them or an affiliated company of the Corporate Guarantor accepted by the
      Agent”.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                2.4. 

              	
                Representations and
    Warranties

              
	 
      	 
      
	 
      	
                In
      alteration of clause 17.1.16 of the Loan Agreement, the Borrowers
      represent and warrant to and for the benefit of the Lenders that (i) the
      Equity Provider 2 shall be and remain a limited partner (Kommanditist) of
      each of the Borrowers, such Equity Provider 2 holding at least twenty five
      (25) percent of each of the Borrower's share capital, and (ii) Dr. Niels
      Hartmann is the sole shareholder of (a) NH Beteiligungen
      Geschäftsführungs-GmbH of Leer, Germany, being the sole general partner of
      NH Beteiligungen GmbH & Co. KG of Leer, Germany and (b) NH
      Beteiligungen GmbH & Co. KG of Leer, Germany, being the sole
      shareholder of the General Partner.

              


      

      


      
        	
                2.5. 

              	
                Covenants regarding Corporate
      Structure

              


      

      


      
        	
                2.5.1.  

              	
                In
      alteration 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
      Equity Provider 2 holds less than twenty five (25) percent of the shares
      of each of the Borrowers or to the effect that any of the Borrowers ceases
      to be a limited partnership.

              


      

      


      
        	
                2.5.2.  

              	
                In
      alteration of clause 19.5.2 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 of the General Partner
      or any change in the General Partner's corporate or shareholder structure
      without (i) promptly informing the Agent in detail prior to any such
      proposed change in writing and (ii) agreeing with the Agent any amendments
      to this Agreement in respect of e.g. margin, term, security or any other
      terms.

              


      

      


      
        	
                2.5.3.  

              	
                In
      addition to the stipulations of clause 19.5 of the Loan Agreement, the
      Borrowers undertake to procure that any of the entities referred to in the
      definition of the term Equity Provider 2 shall provide the Agent with an
      undertaking that it will not sell any of the its shares in any of the
      Borrowers without the Agent’s prior written consent, in the form attached
      hereto as New Exhibit.

              


      

      


      
        	
                2.6. 

              	
                Event of
Default

              


      

      


      
        	
                2.6.1.  

              	
                In
      addition to the stipulations of clause 22 of the Loan Agreement, it shall
      constitute an Event of Default if the General Partner changes its
      corporate and/or shareholder structure as described in Clause 17.1.16 of
      the Loan Agreement (as amended hereby) without the Agent’s prior written
      consent

              


      

      


      
        	
                2.6.2.

              	
                In
      addition to the stipulations of clause 22 of the Loan Agreement, it shall
      further constitute an Event of Default if any of the entities referred to
      in the definition of the term Equity Provider 2 sells any of its shares in
      any of the Borrowers without the Agent’s prior written
      consent.

              


      

      


      
        	
                2.6.3.  

              	
                In
      deviation of clauses 22.1.16 and 22.1.17 of the Loan Agreement, it shall
      constitute an Event of Default if

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        	
                2.6.3.1.  

              	
                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 (i) the Equity Provider 1 transfers its shares in the Borrowers to
      any entity referred to in the definition of the term  Equity
      Provider 2 or an affiliated company of thereof accepted by the Agent or
      (ii) the Equity Provider 1 transfers its shares in the Borrowers to
      another third party accepted by the Agent;
and

              


      

      


      
        	
                2.6.3.2.  

              	
                the
      Equity Provider 2 ceases to hold at least twenty five (25) percent of the
      shares of each the Borrowers or if any of the Borrowers ceases to be a
      limited partnership.

              


      

      


      
        	
                3.  

              	
                EFFECTIVENESS

              


      

      


      This
Addendum No. 2 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. 2 upon presentation of a copy of the relevant invoice,
incurred under or in connection with this Addendum No. 2 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. 2 and expenses incurred by any of
the parties hereto in connection with the preparation, execution and carrying
out of this Addendum No. 2 (including any stamp, documentary, registration or
other like duties and Taxes, fees and charges), translations and legal opinions
(if any).

      


      
        	
                5.  

              	
                SEVERABILITY

              


      

      


      In the
event that this Addendum No. 2 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. 2, 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. 2.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      
        	
                6.  

              	
                CONTINUING
      VALIDITY OF THE LOAN AGREEMENT

              


      

      


      Save as
amended by this Addendum No. 2 and such further instruments and documents as
shall be necessary to give effect to the terms of this Addendum No. 2, 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. 2,
the provisions of this Addendum No. 2 shall prevail.

      


      
        	
                7.  

              	
                APPLICABLE
      LAW AND JURISDICTION

              


      

      


      The terms
and conditions set out in this Addendum No. 2 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.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF the parties
hereto have caused this Addendum No. 2 to be signed by their duly authorized
attorneys the day and year first above written.

      


      
        
          	
                  THE
      LENDERS:

                	 
      	 
      
	 
      	 
      	 
      
	
                  SIGNED
      by

                	
                  )

                	 
      
	
                  Inga
      Boysen                            
      and

                	
                  )

                	 
      
	
                  Regina
      Schulz                          

                	
                  )

                	 
      
	
                  for
      and on behalf of

                	
                  )

                	 
      
	
                  NORDDEUTSCHE
      LANDESBANK

                	
                  )

                	 
      
	
                  GIROZENTRALE

                	
                  )

                	
                  /s/ Inga Boysen   /s/ Regina
      Schulz

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  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

      


       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      ACKNOWLEDGEMENT AND
UNDERTAKING

      


      We hereby
confirm to have full knowledge of this Addendum No. 2 and to agree to its
contents.

      


      
        
          	
                  THE
      CORPORATE GUARANTOR

                	 
      	 
      
	 
      	 
      	 
      
	
                  Signed
      by

                	
                  )

                	 
      
	
                  Niels
      Roggemann                          

                	
                  )

                	 
      
	
                  REEDEREI
      HARTMANN

                	
                  )

                	 
      
	
                  GMBH
      & CO. KG

                	
                  )

                	
                  /s/ Niels
  Roggemann

                


        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      NEW
EXHIBIT

      


      UNDERTAKING

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
      

      
        
          
            	 
      	
                    ____________________

                  	 
      
	 
      	
                    _________________,
      Germany

                  	 
      


          

        

        

          
            

          

        

      

      


      


      
        	
                To:

              	
                NORDEUTSCHE
      LANDESBANK GIROZENTRALE

              
	 
      	
                Shipping
      and Aircraft Finance Department

              
	 
      	
                Friedrichswall
      10

              
	 
      	
                30159
      Hannover

              
	 
      	
                Federal
      Republic of Germany

              
	 
      	
                Fax:   +49-511-3614785

              


      

      


      


      __________________,20__

       

      Loan
agreement dated 19th
December, 2008 (as amended by the addendum no. 1 dated 17th
September, 2010 and by an addendum no. 2 dated 24th
January, 2011 the “Loan Agreement”) made between, inter alia, you as agent and
twelve limited partnerships of Leer, Germany (the “Borrowers” as more closely
defined therein)

      


      


      Dear
Sirs,

      


      


      We,
__________________of ____________________, Germany, being an entity referred to
in the definition of the term “Equity Provider 2” in the Loan Agreement, hereby
undertake not to sell any of our shares in any of the Borrowers without your
prior written consent.

      


      


      Sincerely,

      


      ____________________

      ____________________

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      


      SCHEDULE
1

      


      


      LIST
OF LENDERS AND PARTICIPATION

      


      


      


      


      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      

       

       

      11