Unassociated Document


    Mutual
Indemnity Agreement

    


    This
Mutual Indemnity Agreement (this “Agreement”) is made and entered into as of the
20 day of May, 2009 by and among the following German ship owning companies
(each an “SPV”):

    


    
      	
              1.

            	
              ATL
      Offshore GmbH and Co. MS “Juist” KG

            


    

    


    
      	
              2.

            	
              ATL
      Offshore GmbH and Co. MS “Norderney”
KG

            


    

    


    
      	
              3.

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

            


    

    


    
      	
              4.

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

            


    

    


    
      	
              5.

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

            


    

    


    
      	
              6.

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

            


    

    


    
      	
              7.

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

            


    

    


    
      	
              8.

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

            


    

    


    
      	
              9.

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

            


    

    


    
      	
              10.

            	
              ATL
      Offshore GmbH and Co. MS “Isle of Fehmarn ”
KG

            


    

    


    
      	
              11.

            	
              ATL
      Offshore GmbH and Co. MS “Isle of Memmert”
KG

            


    

    


    
      	
              12.

            	
              ATL
      Offshore GmbH and Co. MS “Isle of Mellum”
KG

            


    

    


    WITNESSETH
THAT:

    


    WHEREAS,
each SPV, incorporated and existing under the laws of the Federal Republic of
Germany having its registered office at Neue Str. 24, 26789 Leer, Germany, has
obtained a loan (herein the “Loan”) and collectively as jointly and severally
liable Borrowers from Norddeutsche Landesbank Girozentrale (the “Lender”)
documented by a Loan, Guarantee Facility and Credit Facility Agreement dated
December 19, 2008 (the “Loan Agreement”) and the Security Documents (as defined
in the Loan Agreement) (collectively the “Loan Documents”); and

    


    WHEREAS,
Suresh Capital Maritime Partners Germany GmbH holds 75% of the Kommanditkapital
(share capital) of SPVs numbered 1 through 9; and


    
      
         


      

      
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    WHEREAS,
Suresh Capital Maritime Partners I-B Germany GmbH holds 75% of the
Kommanditkapital (share capital) of SPVs numbered 10 through 12 each;
and

    


    WHEREAS,
the SPVs numbered 1 through 9 above shall be defined as the “SCMP SPVs” and the
SPVs numbered 10 through 12 shall be defined as the “SCMP I-B SPVs”;
and

    


    WHERAS,
the SPVs desire to enter into this Agreement with respect to each of the Loan
Documents in order to set forth their rights to indemnification.

    


    NOW
THEREFORE, 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, the SPVs agree as
follows:

    


    
      	
              1.

            	
              Mutual
      Indemnification.

            


    

    Notwithstanding
the joint and several nature of the Loan, for purposes of this agreement, (a)
the SCMP SPVs agree that they are obligated to remain in compliance with the
Loan Documents with respect to the portion of the Loan used to finance the
vessels owned by the SCMP SPVs and (b) the SCMP I-B SPVs agree that they are
obligated to remain in compliance with the Loan Documents with respect to the
portion of the Loan used to finance the vessels owned by the SCMP I-B
SPVs.  In consideration for the agreement in the preceding sentence,
the SCMP SPVs hereby agree, jointly and severally, to indemnify the SCMP I-B
SPVs for all loss, costs, liability, and expenses, including reasonable
attorneys’ fees suffered or incurred by the SCMP I-B SPVs, arising out of or
associated with (a) the breach or non-performance solely by the SCMP SPVs under
the Loan Documents or this Agreement or (b) payment or performance by the SCMP
I-B SPVs in order to avoid a breach by the SCMP SPVs under the Loan Documents or
this Agreement.  The SCMP I-B SPVs hereby agree, jointly and
severally, to indemnify the SCMP SPVs for all loss, costs, liability, and
expenses, including reasonable attorneys’ fees suffered or incurred by the SCMP
SPVs, arising out of or associated with (a) the breach or non-performance solely
by the SCMP I-B SPVs under the Loan Documents or this Agreement or (b) payment
or performance by the SCMP SPVs in order to avoid a breach by the SCMP I-B SPVs
under the Loan Documents or this Agreement.


    
      
         


      

      
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              2.

            	
              Payments.

            


    

    To the
extent the SCMP SPVs or the SCMP I-B SPVs, as the case may be, are required to
indemnify (the “Indemnifying Party”) the other parties hereto (the
“Indemnified Party”), the Indemnifying Party shall, within 5 days after receipt
of notice from the Indemnified Party, remit in good funds (or other compensation
to the extent the Indemnified Party has agreed in writing to accept compensation
other than cash) sufficient to compensate the Indemnified Party in
full.

    


    
      	
              3.

            	
              Interest.

            


    

    
      	
            	
              In
      the event any Indemnifying Party fails to pay any payment in full which is
      required under paragraph 1 and 2 above to an Indemnified Party on or
      before the due date (the “Indemnification Obligations”), then the
      Indemnification Obligations shall accrue interest automatically thereafter
      at the rate of fifteen percent (15%) per annum (or such lesser amount as
      is permitted by applicable law) until the Indemnification Obligations and
      accrued interest thereon are paid in full to the Indemnified Party. All
      payments to the Indemnified Party shall be applied first to any accrued
      interest and then to principal.

            


    

    


    
      	
              4.

            	
              Miscellaneous.

            


    

    
      	
               
      

            	
              All
      amendments, modifications, restatements or supplements to this Agreement
      must be made in writing and executed by the persons to be bound
      thereby.

            


    

    


    In the
event that this Agreement or any provision hereof shall be deemed invalid by
present or future law of any jurisdiction or by decision of any court, that
invalidity shall not affect the validity of this Agreement as a
whole.  In any case, the parties shall execute and deliver such other
and further agreements as may deem to be necessary to carry out the original
intent of the parties to this Agreement

     

    
      
        
           


        

        
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    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.


     

    SIGNED by
ATL Offshore GmbH, for and on behalf of

     

    ATL
Offshore GmbH and Co. MS “Juist” KG

    ATL
Offshore GmbH and Co. MS “Norderney” KG

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

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

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

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

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

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

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

    ATL
Offshore GmbH and Co. MS “Isle of Fehmarn ” KG

    ATL
Offshore GmbH and Co. MS “Isle of Memmert” KG

    ATL
Offshore GmbH and Co. MS “Isle of Mellum” KG

    


    
      
        	
                /s/ Dr. Niels Hartmann

              
	
                Name:
      Dr. Niels Hartmann

              
	
                Title:
      Managing Director of ATL Offshore
GmbH

              


      

    


    
      
         


      

      
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