Unassociated Document


    Addendum
No. 8 to the

    Share
Transfer Agreement signed in February 2009


    


    between

    


    
      	
               
      

            	
              1.

            	
              Reederei
      Hartmann GmbH & Co. KG,

            


    

    with
registered office at Neue Strasse 24 – 26789 Leer, Germany,

    (hereinafter
referred to as “Hartmann”)

    


    And

    


    
      	
               
      

            	
              2.

            	
              Suresh
      Capital Maritime Partners German
GmbH

            


    

    with
registered office at Garrelsstraβe 14, 26789 Leer Germany,


    (hereinafter “SCMP”)

    


    WHEREAS

    


    
      	 	
              A.

            	
              Hartmann
      and SCMP entered into the Share Transfer Agreement signed in February 2009
      (as from time to time supplemented or amended the “Agreement”) to set out
      their mutual rights and liabilities in respect of a placement guarantee
      provided by Hartmann in respect of the share capital payable by SCMP for 9
      single purpose companies; and

            


    

    
      	 	
              B.

            	
              The
      Parties wish to alter said Agreement to reflect changes in the overall
      situation since occurred;

            


    

    


    THE
PARTIES NOW AGREE AS FOLLOWS

    


    
      	
              1.

            	
              In
      case the SCMP Share in ATL Offshore GmbH & Co. “Isle of Baltrum” KG
      has been assigned to and in favour of Hartmann pursuant to Clause 4.1 of
      the Agreement, Hartmann hereby re-assigns to and in favour of SCMP the
      Transferred SCMP Shares in ATL Offshore GmbH & Co. “Isle of Baltrum”
      KG with immediate effect.  SCMP hereby accepts such
      re-assignment.

            


    

     

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              2.

            	
              Cl.
      1.2 shall be deleted and replaced as
follows:

            


    

    


    
      	
               
      

            	
              “1.2

            	
              In
      order to secure that the funds collected by SCMP shall be used solely for
      the capitalization of the SPVs, such collected funds shall be credited to
      an escrow account of the lawyers Ahlers & Vogel in Hamburg,
      Germany.  Ahlers & Vogel are hereby irrevocably instructed
      to release amounts from the escrow account upon receipt of a written
      demand by ATL stating that a payment of Agreed Equity payment is due
      hereunder and nominating the SPV and the relevant bank account payment is
      to be made to.

            


    

     

    
      	
               
      

            	
              In
      case of there being only partial funds available at the time of a funding
      demand, Ahlers & Vogel are irrevocably instructed to make payment of
      all and any funds available at the payment date, informing both SCMP and
      Hartmann about the amount actually
paid.”

            


    

    


    
      	
              3.

            	
              Cl.
      3.1 shall be deleted and replaced as
follows:

            


    

    


    
      	
               
      

            	
              “3.1

            	
              SCMP
      hereby accept that any dividends that may be declared and be paid or
      become due to be paid to SCMP as a limited partner or any interest accrued
      in accordance with cl. 1.3 shall be used by SCMP as
    follows:

            


    

    


    
      	
               
      

            	
              3.1.1.

            	
              Dividends
      and/or interest paid or declared in respect of any SPVs for which Hartmann
      contributed equity in accordance with cl. 4 hereof and has entered into a
      loan agreement with SCMP in this respect shall be paid to Hartmann in
      repayment of such loan until such loan has been fully
    repaid;

            


    

    


    
      	 	
              3.1.2.

            	
              any
      other dividends and/or interest are to be paid exclusively to the escrow
      account until full share capitalization of the SCMP Share has been
      effected by payment of either SCMP or by Hartmann according to this
      Agreement.”

            


    

     

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Cl.
      3.2 shall be supplemented by the following
  provision:

            


    

    


    “However,
the parties acknowledge that there will be no distribution of dividends for any
of the SPVs at the SCMP Equity payment dates for SPV LANGEOOG, SPV AMRUM and SPV
WANGEROOGE and therefore waive the requirement to establish share distribution
accounts as set out above in respect of the relevant SCMP Equity Payment
Dates.”

    


    
      	
              5.

            	
              Cl.
      4 of the Agreement shall be deleted in its entirety and replaced as
      follows:

            


    

    


    
      	
               
      

            	
              “4.1

            	
              If
      and insofar as SCMP does not pay the SCMP Share on the SCMP Equity Payment
      date and Hartmann therefore makes a contribution to the equity under the
      terms and conditions of the Corporate Guarantee or otherwise, SCMP shall
      enter into a separate loan agreement for each Vessel with Hartmann
      regulating the repayment and securing of funds so provided by
      Hartmann.

            


    

    


    
      	
               
      

            	
              4.2

            	
              SCMP
      warrants that it will not until the earlier of (i) payment of it’s equity
      by itself or (ii) re-payment of the individual loans as set out in cl. 4.1
      above allow the rights deriving from its participation as limited partner
      in the SPVs to be attached pledged or in any way encumbered or
      assigned.”

            


    


    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    

    


    
      	
              6

            	
              All
      other terms and conditions of the Agreement to remain
      unchanged.  Words in Capitals in the Addendum shall have the
      same meaning as in Agreement unless otherwise defined
    herein.

            


    

    


    Leer,
this 10 day of February, 2010

    


    
      
        	
                /s/ Dr. Niels Hartmann

              	 
      	
                /s/ Jason Morton

              
	
                Reederei
      Hartmann GmbH & Co. KG

              	 
      	
                Suresh
      Capital Maritime Partners

              
	
                Name:
      Dr. Niels Hartmann

              	 
      	
                German
      GmbH

              
	
                Title:
      Managing Director

              	 
      	
                Name:  Jason
      Morton/Darrel Cain

              
	 
      	 
      	
                Title:  Managing
      Director

              
	 
      	 
      	 
      
	
                /s/ Dr. Niels Hartmann

              	 
      	
                /s/ Dr. Niels Roggemann

              
	
                UOS
      United Offshore Support GmbH

              	 
      	
                Hartmann
      Offshore GmbH & Co.

              
	
                &
      Co. KG

              	 
      	
                KG

              
	
                Name:
      Dr. Niels Hartmann

              	 
      	
                Name:  Niels
      Roggemann

              
	
                Title:
      Managing Director

              	 
      	
                Title:  Managing
      Director

              
	 
      	 
      	 
      
	
                /s/ Dr. Niels Hartmann

              	 
      	 
      
	
                ATL
      Offshore GmbH for and on

              	 
      	
                Acknowledged
      by

              
	
                behalf
      of the SPV’s

              	 
      	
                Ahlers
      & Vogel

              
	
                Name:
      Dr. Niels Hartmann

              	 
      	
                Dr.
      Jan Erik Potschke

              
	
                Title:
      Managing Director

              	 
      	 
      


      

    

     

    
      
         


      

      
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