Unassociated Document


    [THIS
DOCUMENT ORIGINALLY CONTAINED BOTH ENGLISH AND GERMAN VERSIONS AND WAS FORMATTED
WITH DUAL COLUMNS (ONE FOR EACH LANGUAGE).  THE GERMAN PORTION OF THIS
DOCUMENT HAS BEEN OMITTED.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Pool Agreement AHTS-Moss
424

     

    among

     

    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 USEDOM” 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

     

    -
individually also referred to as the “Ship Owner” or jointly also as the “Ship
Owners”

    


    as well
as

    


    UOS
United Offshore Support GmbH & Co. KG

     

    as
the Pool Manager for the aforementioned Ship Owners

     

    - also
referred to as the “Pool Manager” –

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Preamble

     

    The Ship
Owners become the owners of the Anchor Handler Tug Supply (AHTS) vessels of
identical type ordered to be built by Fincantieri Cantieri Navali Italiani
S.p.A., Italy, pursuant to the modified Moss 424 design and intended for
delivery and/or taking possession in 2009 and 2010:

     

    
      
        
          
            	 	
                    1.

                  	
                    MS
      “UOS Atlantis”

                  	
                    –
      Yard-Nr. 6160

                  
	 	
                    2.

                  	
                    MS
      “UOS Challenger”

                  	
                    –
      Yard-Nr. 6161

                  
	 	
                    3.

                  	
                    MS
      “UOS Columbia”

                  	
                    –
      Yard-Nr. 6162

                  
	 	
                    4.

                  	
                    MS
      “UOS Explorer”

                  	
                    –
      Yard-Nr. 6171

                  
	 	
                    5.

                  	
                    MS
      “UOS Discovery”

                  	
                    –
      Yard-Nr. 6163

                  
	 	
                    6.

                  	
                    MS
      “UOS Freedom”

                  	
                    –
      Yard-Nr. 6172

                  
	 	
                    7.

                  	
                    MS
      “UOS Endeavour”

                  	
                    –
      Yard-Nr. 6168

                  
	 	
                    8.

                  	
                    MS
      “UOS Enterprise”

                  	
                    –
      Yard-Nr. 6169

                  
	 	
                    9.

                  	
                    MS
      “UOS Liberty”

                  	
                    –
      Yard-Nr. 6173

                  
	 	
                    10.

                  	
                    MS
      “UOS Pathfinder”

                  	
                    –
      Yard-Nr. 6175

                  
	 	
                    11.

                  	
                    MS
      “UOS Navigator”

                  	
                    –
      Yard-Nr. 6174

                  
	 	
                    12.

                  	
                    MS
      “UOS Voyager”

                  	
                    –
      Yard-Nr. 6176

                  


          

        

      



    -
referred to as the “Pool Vessels” -

     

    Now
therefore the following is agreed among the Ship Owners and the Pool
Manager:

     

    §
1 Purpose of the Pool Agreement

     

    The Ship
Owners agree to join to form a revenue pool (the “UOS AHTS Pool”) for the
purpose of an even distribution of the risks resulting from the fluctuations in
the offshore chartering business as an undisclosed civil law partnership (in the
following “The UOS AHTS Pool”). This undisclosed partnership is not formed for
the purpose of commercial trade.

     

    Each of
the Pool Vessel’s Voyage Results generated through their employment are being
pooled. “Voyage Results” are the returns from the employment of the Pool Vessels
less travel expenses of such Pool Vessel pursuant to § 6.

     

    Each of
the Pool Vessels is owned exclusively by its Ship Owner for suitable lawful
services. The Pool Vessels are being managed by a Managing Ship Owner who, as
long nothing else is agreed, represents the Ship Owners` interest vis-à-vis the
UOS AHTS Pool.

     

    The Pool
Manager will be responsible for the management and accounting of the UOS AHTS
Pool and for monitoring compliance with the provisions of this Pool
Agreement.

     

    §
2 Term of the Pool Agreement and Termination

     

    
      	
              1.

            	
              The
      UOS AHTS Pool commences at the time of delivery of the first Pool Vessel
      for the first employment. The other Ship Owners join the UOS AHTS Pool
      with their Pool Vessels at the time of delivery in their first employment
      for the distribution of Voyage Results according to this Pool
      Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2.

            	
              The
      minimum term of this Pool Agreement runs until the 31.12.2018 and is
      automatically extended by one year unless terminated in writing with a
      notice period of 12 months to the end of the month vis-à-vis the Pool
      Manager.  The notice period is reduced to 6 months as from the
      year 2019.  The termination is to be notified forthwith to all
      Pool Partners. The party terminating resigns from the Pool at the end of
      the notice period.  The UOS AHTS Pool continues with the
      remaining Ship Owners.  Within one month of delivery of a
      termination notice from the Pool Manager, each Ship Owner has the
      opportunity to declare a follow up termination, even if the ordinary
      notice period has expired.  The follow up termination becomes
      effective at the end of the same period.  The follow up
      termination is subject to the same rules and conditions as the regular
      termination.  If more than 25 % of Ship Owners terminate the
      Pool Agreement by ordinary or follow up termination or according to § 2
      no. 3, this Pool Agreement terminates at the expiry of the notice period,
      unless the majority of the remaining Ship Owners resolve in writing to
      continue this Pool Agreement.

            


    

     

    
      	
              3.

            	
              A
      Ship Owner automatically withdraws from the UOS AHTS Pool without a prior
      written notice of termination, if:

            


    

     

    
      	
               
      

            	
              a)

            	
              when
      in the event of a sale of the Vessel title to such Pool Vessel passes to
      the purchaser. A new admission to The UOS AHTS Pool pursuant to § 4 of the
      Pool Agreement on the basis of a new evaluation of the Pool Vessel remains
      possible.

            


    

     

    
      	
               
      

            	
              b)

            	
              in
      the event of actual or constructive total loss of the Pool Vessel unless
      the Ship Owner in question makes available to the UOS AHTS Pool the
      revenue of another, similar vessel within a reasonable period of time
      which must not exceed 3 months counting from the time of the
      loss.

            


    

     

    
      	
               
      

            	
              c)

            	
              if
      a creditor of Ship Owner pursues the enforcement of the Ship Owner’s
      rights under this Pool Agreement or the Loan, Guarantee Facility and
      Credit Facility Agreement dated December 19, 2008 among Norddeutsche
      Landesbank Girozentrale, as agent, the Lenders therein and the Ship
      Owners;

            


    

     

    
      	
               
      

            	
              d)

            	
              in
      the event of preliminary initiation of insolvency proceedings in respect
      of the assets of the Ship Owner in question having been
      ordered;

            


    

     

    
      	
               
      

            	
              e)

            	
              the
      commencement of insolvency proceedings is being dismissed on account of
      lack of assets or the filing of an insolvency petition for compulsory or
      voluntary liquidation is in its earliest
stage;

            


    

     

    
      	
               
      

            	
              f)

            	
              if
      the Managing Ship Owner is no longer an Affiliate of Hartmann Offshore
      GmbH (or the “Hartmann Group”). For purposes of this Pool Agreement, the
      term “Affiliate” means any person that directly or indirectly controls, is
      controlled by or is under common control with such persons, and the term
      “person” shall include any individual, firm, corporation, partnership,
      limited liability company, joint venture, association, trust,
      unincorporated organization, government or agency or subdivision thereof
      or any other entity.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              g)

            	
              any
      law, regulation or order does or purports to vary, suspend, terminate,
      render impossible or illegal or excuse performance by the Ship Owner or
      the Pool Manager of any of its obligations under this Pool
      Agreement.

            


    

     

    
      	
               
      

            	
              h)

            	
              the
      affiliation of the Ship Owner with any law, regulation or order the Ship
      Owner or the Pool Manager violates.

            


    

     

    In the
above circumstances the Ship Owner shall notify the Pool Manager forthwith of
the reasons for withdrawal from the UOS AHTS Pool. The respective Ship Owner
withdraws from the UOS AHTS Pool upon the occurrence of one of aforementioned
events.

     

    
      	
              4.

            	
              If
      a Ship Owner leaves the UOS AHTS Pool because of one of the events named
      in no. 2 or 3 above and if the UOS AHTS Pool is continued by the remaining
      Ship Owners, the withdrawing Ship Owner shall pay to the UOS AHTS Pool a
      settlement amount, provided, however, that (a) at the time of withdrawal
      from the UOS AHTS Pool, the Ship Owner is still bound by the UOS AHTS Pool
      by a time charter party, consecutive voyage charter parties or by a
      charter party with a residual employment period of more than 3 months
      following the leaving of the UOS AHTS Pool and (b) the net/time charter
      equivalent (“TCE”) of this employment must exceed the average net/time
      charter equivalent of the Pool Vessels. The settlement amount is to be
      calculated as follows:

            


    

     

    The net
TCE per day of the employment of the withdrawn Pool Vessel subject to settlement
is calculated at the time of withdrawal.  The net-TCE per day of the
remaining Pool Vessels is also calculated with reference to the same point in
time.  The balance between the net TCE of the Pool Vessel withdrawing
from the UOS AHTS Pool and the remaining Pool Vessels is multiplied by the
operational days of the withdrawing Pool Vessel from the time of withdrawal up
to the expiry of its employment subject to settlement.  From the total
amount so calculated the pro-rata sum applying to the withdrawing Pool Vessel is
deducted.  The remaining amount represents the settlement payable
which is added in the Pool account to the overall result of all Pool Vessels for
the relevant accounting period.

     

    The
aforementioned rule on settlement payment does not apply in the event of the
withdrawal of a Pool Vessel because of its total loss or in case of the sale of
the Vessel before the time of delivery into the first employment with the UOS
AHTS Pool.

     

    
      	
              5.

            	
              Upon
      demand of the Pool Manager the Ship Owner leaving must provide security
      before the processing of the final statement.  This security is
      limited to the maximum amount of the Pool vessel’s net-earnings of the
      last 2 months before leaving the pool.  This also applies if on
      the basis of the outstanding statement compensation payments from
      profit-sharing-agreements for the time of Pool a membership are
      expected.

            


    

     

    
      	
              6.

            	
              At
      any time a Ship Owner can be excluded from UOS AHTS Pool with notice
      period of 1 month for a material reason upon written notice from the Pool
      Manager.  A material reason includes – but is not limited to –
      when the Ship Owner to be excluded

            


    

     

    
      	
               
      

            	
              a)

            	
              is
      demanded on, but fails to pay the obligation for compensation pursuant to
      § 10 of this Pool Agreement; the obligation for the payment of
      compensation is unaffected by any exclusion from the UOS AHTS Pool;
      statutory default interest of at least 12 % is due on the 31st
      day following the date of the
statement;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              b)

            	
              the
      Pool Vessel’s technical requirements pursuant to § 3 of this Pool
      Agreement are not fulfilled and this deficiency has not been remedied
      within 2 months following discovery or no agreement could be achieved on
      the change of the evaluation of the respective Pool Vessel pursuant to §
      4.

            


    

     

    
      	
               
      

            	
              c)

            	
              when
      the Ship Owner or the Pool Vessel engages in any illegal
      activity.

            


    

     

    §
3 Vessel’s technical condition

     

    
      	
              1.

            	
              The
      Pool Vessels are sister-vessels of identical construction and are accorded
      respectively the Pool Index 100 for the UOS AHTS Pool
      evaluation.  This represents 100%, a new built, fully functional
      vessel with the expected performance without significant deviations
      according to § 3 no. 2.  During the term of this Pool Agreement,
      the Pool Vessels have to be in an equivalent technical and seaworthy
      condition.

            


    

     

    
      	
              2.

            	
              Significant
      deviations which can affect the respective revenue of the UOS AHTS Pool
      are to be remedied by the respective Ship Owner forthwith (latest within a
      period of 2 months from the Ship Owner’s awareness or grossly negligent
      unawareness).  If this is not done forthwith, the Pool Vessel
      can be excluded pursuant to § 2 no. 6 b) or a new evaluation of the Pool
      Vessel for the Pool Statement be determined at a meeting of the UOS AHTS
      Pool as follows: the Pool Index of the Pool Vessel is to be adjusted for
      the Pool Statement based on the actual performance of the Pool
      Vessel.  The new Pool Index so determined applies
      retrospectively for the calendar year in which it was
      determined.  A significant deviation also means if the speed,
      the bollard pull, the winch capacity or the loading capacity of the Pool
      Vessel deviates in excess of 5 % from the values which were applied when
      joining the UOS AHTS Pool.

            


    

     

    §
4 Admission of further Vessels

     

    
      	
              1.

            	
              Further
      Ship Owners may join the UOS AHTS Pool with similar vessels provided these
      vessels comply with the technical conditions set forth in § 3 and the
      majority of 80% of the Ship Owners approve in a meeting of the UOS AHTS
      Pool.  In case the vessels deviate from the other vessels in
      aspects affecting the revenue power, in particular in respect of speed,
      bollard pull, winch capacity or loading capacity, this will be taken into
      consideration when determining the Pool
Index.

            


    

     

    
      	
              2.

            	
              The
      Pool Index for the new vessels is determined at a meeting of the UOS AHTS
      Pool as well as the potential new Ship Owners jointly with the Pool
      Manager prior to joining and shall be included in the Addendum to this
      Pool Agreement as approved by a vote of a majority of 80% of the existing
      Ship Owners. § 2 no. 3 f) does not apply to newly joined
      vessels.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    §
5 Employment of Vessels

     

    Each Ship
Owner is responsible for the commercial employment of the Pool Vessel and
concludes all contracts of affreightment/charter parties themselves and renders
all services necessary for the performance of such contracts in their own name
or through chartering agents/brokers instructed by them.

     

    §
6 Pool Revenues / Pool Expenses

     

    
      	
              1.

            	
              All
      Pool Revenues of the UOS AHTS Pool will be pooled and the Pool Expenses
      will be deducted.

            


    

     

    
      	
              2.

            	
              “Pool
      Revenues” are charter revenues for:

            


    

     

    
      	
               
      

            	
              -

            	
              charter
      hire

            


    

    
      	
               
      

            	
              -

            	
              mobilisation
      and de-mobilisation fees

            


    

    
      	
               
      

            	
              -

            	
              freights

            


    

    
      	
               
      

            	
              -

            	
              ballasting-boni

            


    

    
      	
               
      

            	
              -

            	
              dead-freights

            


    

    
      	
               
      

            	
              -

            	
              demurrage

            


    

    
      	
               
      

            	
              -

            	
              bunker-surcharges
      and other surcharges

            


    

    
      	
               
      

            	
              -

            	
              revenues
      from profit-sharing agreements

            


    

    
      	
               
      

            	
              -

            	
              assistance
      – and salvage remuneration, if
applicable

            


    

    
      	
               
      

            	
              -

            	
              reimbursements
      because of general average

            


    

    


    
      	
              3.

            	
              “Pool
      Expenses” are the Pool Vessels’ voyage expenses,
  including:

            


    

     

    
      	
               
      

            	
              -

            	
              address
      and chartering commission

            


    

    
      	
               
      

            	
              -

            	
              port
      charges including pilot and tug
charges

            


    

    
      	
               
      

            	
              -

            	
              loading
      and discharge costs, including stevedoring and tally-costs, loading
      inspections and controls, port charges related to cargo, waiting time and
      demurrage etc.

            


    

    
      	
               
      

            	
              -

            	
              other
      costs related to cargo

            


    

    
      	
               
      

            	
              -

            	
              fees
      for canal passages

            


    

    
      	
               
      

            	
              -

            	
              bunkering
      costs

            


    

    
      	
               
      

            	
              -

            	
              agency’s
      commissions

            


    

    
      	
               
      

            	
              -

            	
              dispatch
      money

            


    

    
      	
               
      

            	
              -

            	
              premiums
      for extra insurance, in particular for the employment outside the I.W.L.
      limits of trade, for extra war risk insurance for voyages to risk or
      exclusion areas as well as for additional insurance in the event of
      deck-cargo, if applicable,

            


    

    
      	
               
      

            	
              -

            	
              any
      other expenses under contracts of
affreightment.

            


    

    
      	
               
      

            	
              -

            	
              mobilisation
      and /de-mobilisation costs

            


    

    


    
      	
              4.

            	
              All
      other revenues and expenses of the Ship Owners, in particular each Pool
      Vessel’s operating costs, are credited to or borne by the respective Ship
      Owners alone.  The Pool Vessels’ voyage expenses are excluded
      from the assessment in relation to the UOS AHTS Pool, inasmuch as these
      arise only for reasons of the vessel’s operation, including when
      disembarking a sick member of the crew or calling at a port for the
      purpose of repair work only.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              Payments
      are received directly by the individual Ship Owners.  Each Ship
      Owner bears the risk in respect of claims under the contracts of
      affreightment alone.  In the event of a bad debt loss, the
      vessel will be treated as if it had not been ready for operation according
      to § 7 of this agreement during the period in which the respective service
      was rendered.  A loss is a bad debt loss if the claim is not
      settled within 3 months after invoicing. The re-calculation of the UOS
      AHTS Pool account is done retrospectively for the period of time in which
      the claim had been entered as a return into the UOS AHTS
      Pool.  If the outstanding claims are being settled subsequently
      this will be taken into consideration in the UOS AHTS Pool account
      following the settlement.

            


    

     

    
      	
              6.

            	
              Inasmuch
      as the agreement of profit-sharing terms in time charters lead to
      particularities in the UOS AHTS Pool account, they are to be considered by
      adjusting this Pool Agreement in writing by 80% agreement of the Ship
      Owners party to the UOS AHTS Pool at the time of such
      adjustment.

            


    

     

    §
7 Operational Times / Off-Hire

     

    
      	
              1.

            	
              Operational
      times are all times in which a Pool Vessel is available in a completely
      operational condition, regardless whether such Pool Vessel a) waits for
      employment, cargo or discharge, b) is obstructed by Acts of God such as
      ice, low water etc. or c) is obstructed because of strike, lock out,
      boycott or other events, provided, however, that if such times are outside
      the control of the Pool Vessel or the Ship Owner and for which neither the
      Pool Vessel nor the Ship Owner is
responsible.

            


    

     

    
      	
              2.

            	
              Operational
      time of a Pool Vessel includes continued waiting time due to the lack of
      employment of a Pool Vessel up to a total of 30 days within a period of
      time of 12 months.  The first 12-month period starts on the day
      on which the Pool Vessel first waits for consecutive
      employment.  Later periods of time commence respectively when
      the Pool Vessel is waiting for a consecutive employment again and at least
      12 months passed since the commencement of the previous time
      period.

            


    

     

    
      	
              3.

            	
              For
      periods of time which are not deemed operational times of a Pool Vessel
      the respective Ship Owner will not participate in the UOS AHTS Pool
      account and the UOS AHTS Pool’s respective dividend distribution. Voyage
      Results, if any, are not taken into
account.

            


    

     

    
      	
              4.

            	
              Periods
      of time in which the Pool Vessel is not available fully operational, e.g.
      because of repair work or engine failure, strike, lock out or boycott of
      the vessel’s crew as well as time loss, attributable to the flag, age, the
      Ship Owner, the Managing Ship Owner or the crew of the Pool Vessel et al, are not deemed
      operational times.  With respect to time charters, all periods
      of time for which the time charterer does not pay charter hire because of
      “off hire” are not deemed operational times.  This also applies
      to lost time, if any, because of e.g. speed claims, hire reductions or
      loss of time because of winch-failure or similar disruptions of the
      vessel’s operation inasmuch as these a solely or predominantly the
      responsibility of the Pool Vessel or the Ship
  Owner.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    §
8 Loss of Hire Insurance

     

    Each Ship
Owner is at liberty to purchase loss of hire insurance.  The premium
due is debited to the respective Ship Owner and is not a Pool Expense within the
meaning of § 6.  In return, the benefits, if any, under this insurance
are passed on to the benefiting Ship Owner and are not treated as Pool Revenue
within the meaning of § 6.

     

    §
9 Calculation of Pool Returns

     

    
      	
              1.

            	
              The
      returns calculated pursuant to the aforementioned terms are distributed
      among the Ship Owners in equal shares taking into account the different
      dates of commencement of employment and/or delivery of the Pool Vessels as
      well as lost times, if any, which are not to be debited to the UOS AHTS
      Pool.  The share of each Ship Owner in the UOS AHTS Pool voyage
      returns is calculated as follows:

            


    

     

    
      	
               
      

            	
              a)

            	
              First,
      each Pool Vessel is allocated a pool evaluation in
      percentages.  This results in a percentage share for each Pool
      Vessel in the entire UOS AHTS Pool.  Such share is then
      multiplied with the operational days of the respective Pool
      Vessel.  These results are the operation-points for each
      individual Pool Vessel which, added up, represent the total sum of the UOS
      AHTS Pool’s operation points.

            


    

     

    
      	
               
      

            	
              b)

            	
              Second,
      the Pool Revenues subject to pooling are then calculated by deducting the
      Pool Expenses (net–Pool Revenues) of all Pool Vessels as total
      sum.

            


    

     

    
      	
               
      

            	
              c)

            	
              Third,
      the total sum of the net-Pool Revenues is then divided by the total sum of
      the UOS AHTS Pool’s operation points pursuant to no. 1 a).  This
      produces the UOS AHTS Pool return per operation-point for each Pool
      Vessel.

            


    

     

    
      	
               
      

            	
              d)

            	
              Fourth,
      this amount for the return per operation-point for each Pool Vessel shall
      be multiplied for each Pool Vessel with the respective number of the
      operation-points.  The result is the amount with which the
      respective Pool Vessel participates in the total amount of the net-Pool
      Revenues.

            


    

     

    
      	
              2.

            	
              Each
      Ship Owner does its own accounting and is responsible for the payment of
      Pool Expenses for its Pool Vessels and the collection of freight income,
      etc.

            


    

     

    
      	
              3.

            	
              The
      Pool Revenues are calculated in US$.  Pool Revenues which are
      not earned in US$ are converted into US$ at the median daily rate on the
      day of receipt of payment by the Ship Owner and/or the payment by the Ship
      Owner.

            


    

     

    §
10  Pool Accounting

     

    
      	
              1.

            	
              The
      Ship Owners submit to the Pool Manager on a monthly basis – by the 20th of
      the following month – a schedule of operational times, charter rates and
      freight commissions as well as Voyage Results, if
  any.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2.

            	
              The
      Pool Manager calculates the monthly Pool Revenues based on the monthly
      submission of the Ship Owners and advises the amount due to the individual
      Ship Owners out of the total result forthwith.  Such monthly
      accounting shall be delivered to the Ship Owners by the 25th
      of the following month.

            


    

     

    
      	
              3.

            	
              Within
      20 days after the end of the quarterly period, the Pool Manager shall draw
      up a quarterly Pool account including the calculation of the current
      compensation for the individual Ship Owners.  Potential, not yet
      available effective income or costs can be included in the accounts as
      imputed values.  The quarterly period shall be for each 3 month
      period that ends on the last business day of each of March, June,
      September and December.

            


    

     

    
      	
              4.

            	
              Payments
      to or from the Pool Manager shall be made based on the quarterly
      accounts.  The Pool Manager shall keep a separate account (“Pool
      Account”) of the payments are made into and out of the UOS AHTS
      Pool.  Furthermore, the Pool Manager can instruct all or each
      individual Ship Owner to effect compensation payments directly amongst
      themselves effective for the Pool
Account.

            


    

     

    
      	
              5.

            	
              Compensation
      payments to or from the UOS AHTS Pool and Ship Owners on the basis of the
      quarterly accounts are only made if the total amount to be distributed is
      in excess of US$ 35.000,00 or if an amount of at least US$ 10.000,00 is
      due to a Ship Owner.  Otherwise, compensation payments are made
      in the next following quarterly
accounts.

            


    

     

    
      	
              6.

            	
              Compensation
      payments are to be made within 30 days from the accounting
      date.  If a Ship Owner liable to compensate does not pay on time
      it is in default vis-à-vis the other Ship Owners without any further
      demand for payment.

            


    

     

    
      	
              7.

            	
              Each
      Ship Owner is entitled to have the documents of another Ship Owner or the
      Pool Manager on which the Pool accounting is based, reviewed by an
      independent chartered accountant / tax accountant.  Account is
      based for such Ship Owner.  The reasonable costs are debited to
      the applying Ship Owner; provided, however, that if the applying Ship
      Owner finds an error in the Pool Account, the reasonable costs will be
      deducted from either the Pool Manager or the Ship Owner who made such
      error.  A Ship Owner has no right to
      inspect  documents of another Ship
  Owner.

            


    

     

    §
11  Pool Management

     

    
      	
              1.

            	
              The
      Pool Manager shall execute the tasks and formal functions as set out in
      this Agreement.  The Pool Manager, however, does not assume
      liability under any legal aspect for claims by the Ship Owners and/or the
      Managing Owners under or in connection with this Agreement.  Nor
      do Managing Ship Owners assume liability for claims by the Ship
      Owners.  In respect of his own conduct the Pool Manager is only
      liable for intent and gross
negligence.

            


    

     

    
      	
              2.

            	
              On
      demand, the Pool Manager shall have the Pool Accounts reviewed by a
      chartered accountant / tax accountant on a yearly basis to confirm
      compliance with the terms of this Pool Agreement.  The report of
      the chartered accountant/tax accountant will be delivered to the Pool
      Manager and the Ship Owners no later than 3 months following the end of
      each calendar year.  The choice of chartered accountant/tax
      accountant is made yearly by a majority resolution of the Ship
      Owners.  Reasonable review-costs are debited to the UOS AHTS
      Pool.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              3.

            	
              The
      Pool Manager shall be paid the lesser of 0.025 % of the net-Pool Revenues
      or US$ 45,000.00 per annum.  Such amounts shall be debited from
      the UOS AHTS Pool on a quarterly
basis.

            


    

     

    
      	
              4.

            	
              The
      Pool Manager is entitled to instruct sub-contractors for the performance
      of individual or several services incumbent on the Pool
      Manager.  The Pool Manager must receive approval for
      subcontractors by majority vote of the Ship
  Owners.

            


    

     

    
      	
              5.

            	
              By
      way of a majority resolution of the  Pool Meeting, the Pool
      Manager can be dismissed without any reason with a notice period of one
      month.  The entitlement to a dismissal without notice continues
      to apply. In this case the Ship Owners directly appoint a new Pool Manager
      by majority resolution.

            


    

     

    §
12 Pool Meeting

     

    
      	
              1.

            	
              All
      important decisions in respect of the management of the UOS AHTS Pool as
      well as all strategic decisions are subject to a meeting of the Ship
      Owners.  Upon expiry of each calendar year and if deemed
      necessary by the Pool Manager or upon request of a Ship Owner to the Pool
      Manager more frequently, the Ship Owners shall hold a pool
      meeting.  The invitation is made by the Pool Manager in writing
      with a notice period of at least 14 days.  The invitation shall
      be directed to the Managing Director of the Managing Ship
      Owner.  The meeting of the UOS AHTS Pool can also be conducted
      by written consent in lieu of a
meeting.

            


    

     

    
      	
              2.

            	
              At
      the meeting of the UOS AHTS Pool the Ship Owners shall discuss rules on
      issues of amendments or supplements of this Pool
      Agreement.  Each Ship Owner has one vote for each of his Pool
      Vessels.  Decisions at the meeting of the UOS AHTS Pool are made
      with a majority of 80% unless agreed otherwise in this Pool
      Agreement.  The duly convened pool meeting constitutes a quorum
      if 50% of those entitled to vote are present in person or by proxy or by
      telephonic communication.  If the quorum is not achieved, the
      Pool Manager shall call a new meeting of the UOS AHTS Pool within one
      month which shall be deemed to have a quorum independently from the number
      of those present with voting power.  Each Ship Owner is entitled
      to be represented at all decisions by an external proxy.  A
      decision by the Ship Owners at a meeting of the UOS AHTS Pool can also be
      made in writing without a formal meeting if and only if that decision is
      unanimous and signed by all Ship
Owners.

            


    

     

    
      	
              3.

            	
              All
      valid majority decisions of the Ship Owners are binding on the Pool
      Manager as well as those Ship Owners who do not support the majority
      decision.

            


    

     

    
      	
              4.

            	
              For
      each meeting of the UOS AHTS Pool held, the Pool Manager must draft the
      minutes within 10 days and provide a copy to each Ship
      Owner.  The minutes are deemed approved unless an objection
      against them is received by the Pool Manager within 10 days following the
      forwarding of the minutes.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              The
      Pool Manager is entitled to pursue claims against individual Pool Members,
      if necessary, in court, in the name and for the account of the other Pool
      Members.

            


    

     

    §
13  Consideration of special circumstances

     

    The Ship
Owners agree that the Pool Agreement includes a fair compensation of
risks.  The Ship Owners agree that no Ship Owner should obtain
disproportionate benefits or be disproportionately burdened under this Pool
Agreement.  A disproportionate benefit/or a disproportionate burden
arises in particular if the employment of the Pool Vessel is economically
unreasonable and done solely for the avoidance of lay up.  In the
event that in the opinion of the Pool Manager or another Ship Owner
circumstances arise from which a Ship Owner disproportionately benefits or by
which he is disproportionately burdened, a meeting of the UOS AHTS Pool called
in writing within 14 days upon application of a Ship Owner or the Pool Manager
shall conclude a reasonable agreement for the compensation of such benefits or
burdens.

     

    §
14  Transfer of Pool Membership

     

    The
membership in the UOS AHTS Pool is not transferable.

     

    §
15 Confidentiality

     

    All
participants are obliged to utmost confidentiality in respect of information
obtained and exchanged in the course of collaboration.  Neither this
Pool Agreement nor other documents or information which were or will be
exchanged between the parties must be made available to third parties without
the express written permission of all Ship Owners.  The participants
also bind their employees to confidentiality.  Information will only
be divulged internally amongst the Ship Owners only within the limits of
mandatory requirements throughout the collaboration.  After use all
documents must be returned forthwith to the party who delivered
them.  The obligation to confidentiality prevails for 5 years after
termination of this Agreement.  Nothing in this paragraph limits or is
intended to invalidate or be contrary to any provision of law that requires the
production of this document or any information provided for herein, including
without limitation production to any person having jurisdiction as regulator
over any party here to or any person owning or controlling any such
party.

     

    §
16  Hold-Harmless Declaration

     

    The Ship
Owners perform their vessels’ operation and all activities related thereto
completely by themselves and in their own responsibility.  They do not
acquire title or any other right in the other Pool Vessels in any factual,
commercial or other aspect.

     

    If
enforcement measures of any type (including any litigation, administrative
proceedings, tribunal proceedings or other such measures) are being taken
against a Pool Vessel because of claims by third parties against another Ship
Owner of the UOS AHTS Pool, the other Ship Owner holds completely harmless the
Ship Owner of this vessel from all claims by the third party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    §
17  Disputes

     

    Disputes
amongst the Ship Owners as well as disputes between individual or all Ship
Owners and the Pool Manager under this Agreement shall be settled exclusively by
a tribunal with seat in Hamburg pursuant to the rules of the German Maritime
Arbitration Association (GMAA), German law to apply.

     

    §
18  Final provisions

     

    
      	
              1.

            	
              No
      oral agreements were made in connection with this Pool Agreement.
      Alterations or supplements to this Pool Agreement require written form;
      the formal requirement can only be waived in
  writing.

            


    

     

    
      	
              2.

            	
              If
      any provision of this Pool Agreement or a provision included in the future
      be totally or partly invalid or incapable of being executed or should it
      loose its validity or capability of being executed at a later stage, or in
      the event of a lacuna, the validity of
      the remaining provisions are not affected.  The invalid or
      non-executionable provision or the lacuna shall be
      replaced by a provision which, in as much as legally permitted, comes
      closest to what the contracting parties intended or would have intended
      according to the spirit and the purpose of this Agreement, had they
      considered the aspect.

            


    

     

    
      	
              3.

            	
              If
      the invalidity or non-executionability of a provision is based on a
      measure or a performance or a time (time limit) determined therein then
      the legally permitted measure coming closest to the provision is deemed
      agreed.

            


    

     

    
      	
              4.

            	
              The
      English version of this Pool Agreement shall
  govern.

            


    

     

    
      	
              5.

            	
              The
      Ship Owners and the Pool Manager acknowledge and agree that (a) the
      pooling and sharing of cash flow from the operations of the Pool Vessels
      constitutes a standard practice in the shipping industry and (b) this Pool
      Agreement is an ordinary and customary arrangement for vessels under
      common control and/or common
management.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Leer,
13th
of March 2009

     

    
      	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              MS
      “JUIST” KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              MS
      “NORDERNEY“KG

            
	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF BALTRUM“ KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF LANGEOOG“ KG

            
	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

               “ISLE
      OF AMRUM“ KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF SYLT“ KG

            
	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF WANGEROOGE“ KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF NEUWERK“ KG

            
	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF USEDOM“ KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF FEHMARN“ KG

            
	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF MEMMERT“ KG

            	
               

               

              ____________/s/_________________________

              ATL
      Offshore GmbH & Co.

              “ISLE
      OF MELLUM“ KG

            
	 
      	
               

               

              ____________/s/_________________________

              UOS
      United Offshore Support

              GmbH
      & Co. KG