exv10w1






Exhibit 10.1



Execution
copy


CREDIT FACILITY AGREEMENT




RELATING TO




NOK 260,000,000




between




TRICO SHIPPING AS

as Borrower




and




CARNEGIE INVESTMENT BANK AB NORWAY BRANCH

as Lender




and




Dated 28 May 2008









 









 





Table of Contents




	 	 	 	 	 	 	 
	1

	 	PURPOSE
	 	 	3	 
	2

	 	DEFINITIONS
	 	 	3	 
	3

	 	COMMITMENT
	 	 	4	 
	4

	 	AVAILABILITY AND DRAWDOWN
	 	 	5	 
	5

	 	CONDITIONS PRECEDENT
	 	 	5	 
	6

	 	INTEREST
	 	 	5	 
	7

	 	REPAYMENT
	 	 	6	 
	8

	 	OPTIONAL PREPAYMENT/CANCELLATION
	 	 	6	 
	9

	 	MANDATORY PREPAYMENT
	 	 	6	 
	10

	 	SET-OFF
	 	 	6	 
	11

	 	PAYMENTS AND CALCULATIONS
	 	 	6	 
	12

	 	SECURITY AND UNDERTAKINGS BY THE BORROWER
	 	 	7	 
	13

	 	REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	14

	 	COVENANTS AND UNDERTAKINGS
	 	 	9	 
	15

	 	EVENTS OF DEFAULT
	 	 	10	 
	16

	 	FEES AND COSTS
	 	 	11	 
	17

	 	TRANSFER AND PARTICIPATION
	 	 	11	 
	18

	 	NOTICES AND MISCELLANEOUS
	 	 	12	 
	19

	 	LAW AND JURISDICTION
	 	 	13	 






SCHEDULES



1.      Conditions Precedent

2.      Form of Drawdown Notice

3.      Form of Pledge of Shares

4.       Form of Promissory Note




2









 







This credit facility (the “Credit Facility”) has been entered into on 28 May 2008 between:





	(1)	 	TRICO SHIPPING AS, a Norwegian limited company registered with company registration number
976 854 020 with its registered address at 6090 Fosnavåg, Norway (the “Borrower”); and
	 
	(2)	 	CARNEGIE INVESTMENT BANK AB NORWAY BRACH, with company registration number 976 928 989 with
its registered address Stranden 1, Aker Brygge, 0250 Oslo, Norway (the “Lender”).





WHEREAS:





	(A)	 	The Borrower is contemplating the acquisition of a substantial part of the shares (the
“Shares”) in Deep Ocean ASA, with a company registration number 980 722 805 (the “Target
Company”), and
	 
	(B)	 	The Borrower wishes to be able to partially finance the acquisition of the Shares by a short
term credit facility made available by the Lender, and the Lender has agreed to provide such
credit facility on the terms and conditions set forth in this Credit Facility.





NOW THEREFORE IT IS HEREBY AGREED as follows:





	1	 	PURPOSE
	 
	1.1	 	The Lender has, in accordance with the terms and conditions set forth in this Credit
Facility, agreed to make available to the Borrower a credit facility in the maximum amount of
NOK 260,000,000 for general working capital purposes.
	 
	2	 	DEFINITIONS
	 
	2.1	 	In this Credit Facility, unless the context otherwise requires, the following capitalized
words and expressions shall have the meaning set opposite them below:





	 	 		 
	 	“Banking Day”

		any day on which banks are open for business in Oslo.
	 	 
		 
	 	“Commitment”

		the aggregate amount available under this Credit
Facility, such amount being up to NOK 260,000,000.
	 	 
		 
	 	“Companies”

		each of the Borrower and the Target Company.
	 	 
		 
	 	“Drawdown Date”

		the Banking Days on which the Commitment is drawn by
the Borrower, such dates to be agreed between the
Borrower and the Lender within the Drawdown Period.
	 	 
		 
	 	“Drawdown Notice”

		the irrevocable notice of drawdown from the Borrower
as required by Clause 4.1 (b) and substantially in
the form as set out in Schedule 2.
	 	 
		 
	 	“Drawdown Period”

		the period from the date hereof and up to and
including one month prior to the Final Maturity
Date, in which the Commitment is available for
drawdown.






3









 






	 	 		 
	 	 

		
	 	 
		 
	 	“Event of Default”

		each event defined as an Event of Default in Clause
15.
	 	 
		 
	 	“Finance Documents”

		this Credit Facility, the Pledge of Shares, the
Promissory Note and any document or agreement from
time to time entered into pursuant to the terms of
any such document.
	 	 
		 
	 	“Final Maturity Date”

		1 August 2008. If such date is not a Banking Day the
Final Maturity Date shall be the first following
Banking Day unless it would thereby fall in a new
calendar month, in which case it shall be the first
preceding Banking Day.
	 	 
		 
	 	“Fixed Share Value”

		has the meaning as set out in clause 12.4.
	 	 
		 
	 	“Group Companies”

		the Borrower, the Target Company and their
Subsidiaries.
	 	 
		 
	 	“Loan”

		the principal amount outstanding under this Credit
Facility.
	 	 
		 
	 	“Pledge of Shares”

		a first priority pledge over the Shares in the
Target Company, substantially in the form set out in
Schedule 3.
	 	 
		 
	 	“Promissory Note”

		the promissory note (No: “omsetningsgjeldsbrev”), to
be executed by the Borrower substantially in the
form and content set out in Schedule 4.
	 	 
		 
	 	“Security Documents”

		the security documents specified in Clause 12.
	 	 
		 
	 	“Shares”

		the up to 58,428,955 shares in the Target Company to
be acquired by the Borrower.
	 	 
		 
	 	“Share Value”

		has the meaning as set out in clause 12.3
	 	 
		 
	 	“Taxes”

		any present or future taxes, levies, duties,
imposts, charges, fees, deductions or withholdings
levied or imposed by any governmental or other
public taxing or similar authority.







	3	 	COMMITMENT
	 
	3.1	 	The Lender shall make the Commitment available to the Borrower on the terms and conditions of
this Credit Facility.
	 
	3.2	 	The Borrower shall not claim any set-off or counterclaim against any third party until the
Lender have received all amounts due or to become due to them under this Credit Facility and
the Security Documents.




4









 






	4	 	AVAILABILITY AND DRAWDOWN
	 
	4.1	 	The Loan shall be available for drawdown, for the purpose set out in Clause 1, within the
Drawdown Period on a Drawdown Date on the following conditions:






	 	(a)	 	the conditions precedent described in Clause 5 shall have been duly
fulfilled;
	 
	 	(b)	 	the Borrower shall have delivered to the Lender a Drawdown Notice which shall
be received by the Lender prior to 11 a.m. Oslo time not less than three (3) Banking
Days prior to the Drawdown Date, unless a shorter notice period is accepted in writing
by the Lender;
	 
	 	(c)	 	no event shall have occurred which constitutes and continues to constitute an
Event of Default or which by giving of notice and/or lapse of time would constitute an
Event of Default;
	 
	 	(d)	 	the representations and warranties contained in Clause 13 shall be true and
accurate at the time of giving of the Drawdown Notice and at the Drawdown Date with
reference to the facts then subsisting;
	 
	 	(e)	 	the Share Value or the Fixed Share Value (as set out in Clause 12), whichever
the case may be, is no less than 200% of the amount at any time outstanding under this
Credit Facility; and
	 
	 	(f)	 	the aggregate of drawn amounts shall not exceed the Commitment.






	4.2	 	Any undrawn part of the Commitments shall be cancelled 2 September 2008.
	 
	5	 	CONDITIONS PRECEDENT
	 
	5.1	 	The obligations of the Lender are subject to the condition that the Lender has received at
least 3 Banking Days prior to the Drawdown Date (or such later date specified in Schedule 1),
all the documents set forth in Schedule 1 hereto in a form and substance satisfactory to the
Lender.
	 
	6	 	INTEREST
	 
	6.1	 	The Borrower shall pay interest on the Loan from and including the first Drawdown Date at a
fixed rate of 8.30 per cent per annum. Accrued unpaid interest shall be paid in full to the
Lender on the Final Maturity Date.
	 
	6.2	 	Interest shall be calculated on the basis of a 360 day calendar year consisting of 12 months
of 30 days each and, in the case of an incomplete month, the number of days elapsed.
	 
	6.3	 	If the Borrower fails to pay an amount on its due date for payment under this Credit
Facility, the Borrower shall pay interest from the due date at an interest rate equivalent to
the interest rate according to Clause 6.1 plus 5.00 percentage points. The outstanding amount
shall bear interest as mentioned above until payment is made, whether or not the Loan is
declared to be in an Event of Default.




5









 






	7	 	REPAYMENT
	 
	7.1	 	The Loan shall be repaid in full on the Final Maturity Date together with accrued interest
and any other outstanding amount, after which no amount due under this Credit Facility shall
be outstanding. Payment is not subject to demand from the Lender.
	 
	8	 	OPTIONAL PREPAYMENT/CANCELLATION
	 
	8.1	 	The Borrower may at any time cancel the Commitment or prepay Loan in whole or in part in
amounts equalling NOK 20,000,000 or whole multiples thereof, or any other amount as agreed
with the Lender, upon giving the Lender not less than five (5) Banking Days irrevocable
written notice of such cancellation or prepayment.
	 
	8.2	 	In the event of cancellation of the Commitment, the Borrower shall pay to the Lender a
cancellation fee equivalent to 0.50 % of the Commitment, unless such cancellation is caused by
the acquisition of the Target Company not being carried out. The cancellation fee shall be
payable latest 10 Banking Days after the date of cancellation notice.
	 
	8.3	 	Prepaid amounts may not be re-borrowed.
	 
	9	 	MANDATORY PREPAYMENT
	 
	9.1	 	In case of a sale or other disposition of material assets of any of the Borrower and/or the
Target Company, the Borrower shall repay the drawn amounts under the Loan, plus accrued
interest to the Lender on the date of completion of sale or disposition.
	 
	9.2	 	In the event of a Change of Control in the Borrower without the prior written consent of the
Lender, the Borrower shall, 10 Banking Days after the Change of Control, prepay any amounts
drawn under this Credit Facility in full, together with accrued interest and costs. In this
Clause 9.2, a Change of Control shall mean an event, subsequent to the date hereof, where a
shareholder or a group of shareholders of the Borrower acting in concert, directly or
indirectly acquire (including by purchase, merger etc.) or have the right to cast more than 50
per cent of the votes that may ordinarily be cast in a general meeting of shareholders of the
Borrower.
	 
	9.3	 	Prepaid amounts in accordance with Clause 9 may not be re-borrowed.
	 
	10	 	SET-OFF
	 
	10.1	 	The Borrower authorises the Lender to apply any credit balance to which the Borrower is then
entitled on any account of the Borrower with the Lender in satisfaction of any sum due and
payable from the Borrower to the Lender under this Credit Facility.
	 
	11	 	PAYMENTS AND CALCULATIONS
	 
	11.1	 	All payments to be made by the Borrower hereunder shall be
made to such account as notified by the Lender from time to time, and by no later than 11. a.m. Oslo time in NOK in freely
transferable funds which are for same day settlement.




6









 






	 
	11.2	 	If any amount under the Loan is for any reason repaid on a day other than the which such
payment is due under this Credit Facility, the Borrower shall pay to the Lender on demand such
amount as may be necessary to compensate the Lender for any loss, premium or penalty incurred
by it in respect of the liquidation or reemployment of funds borrowed for the purpose of
maintaining the amount repaid.
	 
	12	 	SECURITY AND UNDERTAKINGS BY THE BORROWER
	 
	12.1	 	The Loan together with accrued interest and costs shall at all times, as long as there are
any outstanding amount due according to this Credit Facility, be secured by the Pledge of
Shares.
	 
	12.2	 	The Shares subject to the Pledge of Shares shall be deposited in the Borrower’s Norwegian
securities depository account (the “VPS Account”) with the Lender as account manager.
	 
	12.3	 	The aggregate value of all the Shares deposited on the VPS Account (calculated as the volume
weighted average Share price on the Oslo Stock Exchange each trading day multiplied with the
number of Shares deposited on the VPS Account) (the “Share Value”) shall at all times be no
less than 200% of the amount at any time outstanding under this Credit Facility. Except as set
forth in Section 12.4 below, in the event the Share Value is less than 200% of the amount at
any time outstanding under this Credit Facility, the Borrower shall immediately send a written
notice specifying which of the two remedy actions set out in Clause 12.5 below it has elected.
	 
	12.4	 	In the event the Target Company is de-listed from Oslo Børs, the aggregate value of all the
Shares deposited on the VPS Account (calculated at a share price of NOK 32 per share
multiplied with the number of Shares deposited on the VPS Account) (the “Fixed Share Value”)
shall at all times be no less than 200% of the amount at any time outstanding under this
Credit Facility. If the Fixed Share Value is less than 200% of the amount at any time
outstanding under this Credit Facility, the Borrower shall immediately send a written notice
specifying which of the two remedy actions set out in Clause 12.5 below it has elected.
	 
	12.5	 	In the event the Share Value or the Fixed Share Value (as the case may be) is less than 200%
of the amount at any time outstanding under this Credit Facility, the Borrower shall without
delay, but in no event later than 3 Banking Days, either;






	 	(i)	 	repay a proportion of the Loan, or
	 
	 	(ii)	 	deposit further shares on the VPS Account;






	 	 	to ensure that the Share Value or the Fixed Share Value (as the case may be) again is no less
than 200% of the amount at any time outstanding under this Credit Facility.
	 
	12.6	 	Prepaid amounts in accordance with Clause 12.5 (i) may not be re-borrowed.
	 
	13	 	REPRESENTATIONS AND WARRANTIES
	 
	13.1	 	The Borrower represents and warrants to the Lender as follows:




7









 












	 	(a)	 	Each of the Companies is a limited liability company, duly incorporated and
validly existing under the laws of Norway, in good standing, and has the power to own
and operate its assets;
	 
	 	(a)	 	The Borrower has the power to enter into and perform, and has taken all
necessary corporate action to authorise the entry into, performance and delivery of
each of the Finance Documents, and the transactions contemplated therein;
	 
	 	(b)	 	Each of the Finance Document constitutes (or will, when executed by the
respective parties thereto, constitute) legal, valid and binding obligations of the
Borrower, enforceable in accordance with its terms and, save as provided for therein
and/or as have been or shall be completed prior to the Drawdown Date, no registration,
filing, payment of Tax or fees or other formalities are necessary or desirable to
render the relevant Finance Document enforceable against the Borrower;
	 
	 	(c)	 	The entry into and performance by the Borrower of the Finance Documents and
the transactions contemplated thereby do not and will not conflict with:






	 	(i)	 	any present law or regulation or judicial or official order
applicable to it;
	 
	 	(ii)	 	its articles of association or other constitutional
documents; or
	 
	 	(iii)	 	any document or agreement which is binding on the Borrower;






	 	(d)	 	All authorisations and consents required in connection with the entry into,
performance, validity and enforceability of, and the transactions contemplated by,
each of the Finance Documents, and for the Borrower to carry on its business, have
been obtained and are in full force and effect, or will be obtained prior to the
Borrower serving the Drawdown Notice hereunder;
	 
	 	(e)	 	The accounts of the Borrower’s most recently delivered to the Lender:






	 	(i)	 	have been prepared in accordance with IFRS, consistently
applied;
	 
	 	(ii)	 	fairly represent the financial conditions of the Borrower, as
at the date on which they were drawn up;






	 	 	 	and there has been no material adverse change in the financial condition of any of
the Borrower since the date on which those accounts were drawn up, which might
reasonably be expected to have a material adverse effect on the ability of the
Borrower to perform its obligations under the Finance Documents;
	 
	 	(f)	 	All financial documents and information relating to the Borrower or otherwise
relevant to the matters contemplated by this Credit Facility which have been supplied
by or on behalf of the Borrower to the Lender are complete and, as at the date of such
documents or information, correct in all material respects, and the Borrower has not
omitted to disclose to the Lender
any 
off-balance sheet liabilities or other
information, documents or agreements which, if disclosed, could reasonably be expected
to affect the decision of the Lender to enter into this Credit Facility;
	 
	 	(g)	 	No litigation, arbitration or administrative proceedings are current or, to
the Borrower’s knowledge, pending or threatened against the Borrower which might, if
adversely determined, be reasonably expected to have a material adverse effect on the
Borrower’s ability to perform its obligations under any of the Finance Documents;




8









 






	 	(h)	 	The Borrower is operating its business in compliance with all relevant
applicable laws and regulations; and
	 
	 	(i)	 	The Borrower have delivered all necessary tax returns to the relevant
taxation authorities and are not in default in the payment of Taxes, and no material
claim is being asserted with respect to Taxes.






	13.2	 	The representations and warranties set out in Clause 13 are made by the Borrower on the date
of this Credit Facility and shall be deemed to be repeated by the Borrower at the date of the
Drawdown Notice, with reference to the facts and circumstances then existing, unless otherwise
notified to the Lender in writing, and if not permitted under this Credit Facility, waived by
the Lender prior to such dates.
	 
	14	 	COVENANTS AND UNDERTAKINGS
	 
	14.1	 	The Borrower undertakes with the Lender that, as long as any amount is owed to the Lender
hereunder, it will comply with the covenants and undertakings set out in this Clause 14. The
Borrower undertakes to promptly inform the Lender in writing of any occurrence or event which
constitutes or may constitute a breach of the covenants and undertakings which apply to it
pursuant to this Clause 14.
	 
	14.2	 	The Borrower undertakes to deliver to the Borrower such financial and other information as
the Lender, in its sole discretion, may from time to time reasonably request.
	 
	14.3	 	The Borrower further undertakes that as long as any amount is outstanding under this Credit
Facility:






	 	(a)	 	it will promptly inform the Lender of any occurrence or event of which it
becomes aware which constitutes an Event of Default or will materially adversely
affect the Borrower’s ability to perform its obligations hereunder or under any of the
Finance Documents;
	 
	 	(b)	 	it will provide the Lender in writing, promptly upon becoming aware of them,
relevant details of any litigation, arbitration or administrative proceedings,
hereunder any environmental claim, which are current or, to its knowledge, threatened
or pending against any Group Company and which might, if adversely determined, be
reasonably expected to have a material adverse effect on its ability to perform its
obligations under the Finance Documents;
	 
	 	(c)	 	it will not merge, demerge, consolidate or liquidate, without the prior
written consent of the Lender;
	 
	 	(d)	 	it will not make any changes in the nature of its business, legal structure
or organisation without the Lender’s prior written consent;
	 
	 	(e)	 	it will at all times manage its business in compliance with all relevant
applicable laws and regulations and official permits, and notify the Lender
immediately of any breach thereof;
	 
	 	(f)	 	it will procure that any property of its property is insured in accordance
with market practice for such property;




9









 






	 	(g)	 	it will not create or permit to subsist, any encumbrance upon its present or
future assets or revenues, unless permitted by the Lender;
	 
	 	(h)	 	it will not dispose of the Shares of the shares of any material company or
any other assets without the prior written consent of the Lender, save for disposals
made in the ordinary course of business, at arm’s length and at fair market value, as
long as such disposal does not have a material adverse effect on the Borrower’s
financial or business status;
	 
	 	(i)	 	it will not maintain or incur any (i) additional financial indebtedness or
(ii) financial leasing obligations in excess of NOK 25,000,000 in aggregate without
the prior written consent of the Lender;
	 
	 	(j)	 	It will not grant any loans to any other persons or entities other than Group
Companies; and
	 
	 	(k)	 	it will not pay any dividend or make other payments to its shareholders
without the prior written consent of the Lender.






	15	 	EVENTS OF DEFAULT
	 
	15.1	 	Each of the following events or circumstances is an Event of Default:






	 	(a)	 	the Borrower fails to pay any sum due hereunder on the due date, provided,
however, that it shall not be an Event of Default if such failure is due to an
administrative or technical banking error and such failure is remedied within three
(3) Banking Days;
	 
	 	(b)	 	the Borrower otherwise defaults in the due performance or observance of any
undertaking, covenant or other obligation or term contained herein or in any of the
Finance Documents (including but not limited to the minimum Share Value or Fixed Share
Value (as the case may be) as set out in Clause 12.3 and 12.4 cf. 12.5). No Event of
Default under this paragraph (b) will occur if, in the reasonable opinion of the
Lender, the failure to comply is capable of remedy and is remedied within 3 Banking
Days of the earlier of the Lender giving notice to the Borrower and the Borrower
becoming aware of the failure to comply;
	 
	 	(c)	 	any representation or warranty made by the Borrower in this Credit Facility
or in the Finance Documents or in any notice, certificate or statement delivered or
made pursuant hereto proves to have been inaccurate or misleading in any material
respect when made;
	 
	 	(d)	 	a material adverse change shall occur with respect to the financial condition
of each of the Companies or any creditor of the Companies declares a default under any
agreement imposing obligations upon such company;
	 
	 	(e)	 	any Company is unable or admits in writing its inability to pay its lawful
debts as they mature or makes a general assignment for the benefit of its creditors;
	 
	 	(f)	 	any proceedings are commenced or any judgement or order is given by a
competent court or any effective resolution is passed for or with the view to
bankruptcy, liquidation or reorganisation of any of the Companies or for the
appointment of a receiver, trustee or liquidator of any of the Companies or all or any
substantial part of any of the Companies’ assets unless contested in good faith;




10









 






	 	(g)	 	any of the Companies ceases or threatens to cease to carry on its business,
or disposes or threatens to dispose of a substantial part of its assets or the same
are seized or appropriated for any reason;
	 
	 	(h)	 	any of the Companies suffers a material adverse change in its financial
position which, in the reasonable opinion of the Lender, will adversely affect the
Borrower’s ability to repay the Loan;
	 
	 	(i)	 	any governmental or other consent, approval or authorisation necessary for
the Borrower to fulfil all its obligations hereunder or otherwise to give full effect
to any of the Finance Documents is revoked or otherwise modified in a manner
unacceptable to the Lender in its reasonable opinion;
	 
	 	(j)	 	the Security Documents cease to be in full force and effect on the priority
as required by Clause 12; and
	 
	 	(k)	 	it becomes impossible or unlawful for the Borrower to fulfil any of its
undertakings or other obligations under the Finance Documents or for the Lender to
exercise any of their rights thereunder.






	15.2	 	Upon the occurrence of an Event of Default the Lender may give notice to the Borrower
declaring that the obligations of the Lender hereunder shall terminate forthwith and the Loan
shall become immediately due and payable by the Borrower together with accrued interest
thereon as set out in Clause 6. Furthermore, the Lender has the right, upon the occurrence of
an Event of Default, to immediately sell a proportional part of the Shares deposited on the
VPS Account to secure due payment of the then due amount.
	 
	15.3	 	Notwithstanding any notice under Clause 15.2, the Lender shall be entitled to exercise any
remedy conferred upon the Lender by this Credit Facility and the Security Documents upon the
occurrence of an Event of Default.
	 
	16	 	FEES AND COSTS
	 
	16.1	 	The Borrower shall pay to the Lender:






	 	(a)	 	the fees specified in a separate fee letter;
	 
	 	(b)	 	upon demand, all reasonable legal expenses (including external legal
assistance) and other reasonable expenses incurred by the Lender in connection with
the preparation, execution and (where appropriate) recording of this Credit Facility
and the Security Documents and any other document incidental hereto and in protecting
or enforcing any rights of the Lender hereunder or otherwise in connection with the
Loan and the Finance Documents.






	17	 	TRANSFER AND PARTICIPATION
	 
	17.1	 	The Borrower may not assign or transfer any of the rights or obligations under this Credit
Facility without the prior written consent of the Lender.
	 
	17.2	 	The Lender may transfer the Commitment and the Loan in whole or in part to other reputable
banks or financial institutions with the prior written consent of the Borrower, such consent
not to be unreasonably withheld or delayed. The Borrower agrees to sign all documents which in
the reasonable opinion of the Lender are necessary or desirable to effectuate such transfer,
including but not limited to relevant supplements or renewals for the Security Documents.




11









 






	 
	18	 	NOTICES AND MISCELLANEOUS
	 
	18.1	 	All notices, requests, demands or other communications to or upon the respective parties
hereto shall be deemed to have been truly given or made when delivered in writing or by
facsimile, at their respective addresses given below or at such other addresses as the parties
may hereafter specify to each other in writing:





	 	 	 	 	 
	 

	 	(i)
	 	The Lender:
	 
	 	 	 	 
	 

	 	 	 	Carnegie Investment Bank AB Norway Branch
	 

	 	 	 	Postboks 684 Sentrum
	 

	 	 	 	0106 Oslo,
	 

	 	 	 	Norway
	 

	 	 	 	Attn: Dag Rudiløkken
	 

	 	 	 	 

Telefax: +47 22 00 94 00
	 
	 	 	 	 
	 

	 	(ii)
	 	The Borrower:
	 
	 	 	 	 
	 

	 	 	 	Trico Shipping AS
	 

	 	 	 	Postboks 85
	 

	 	 	 	6099 Fosnavåg,
	 

	 	 	 	Norway
	 

	 	 	 	Attn. Norway Controller
	 
	 	 	 	 
	 

	 	 	 	Telefax: +47 70 08 93 27
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Trico Marine Services, Inc.
	 

	 	 	 	3200 Southwest Freeway, Suite 2950
	 

	 	 	 	Houston, Texas 77027
	 

	 	 	 	Attn: Chief Financial Officer
	 
	 	 	 	 
	 

	 	 	 	Telefax: +001 713 780 0062







	18.2	 	Communications sent by letter or telefax shall be effective on receipt if received within
normal business hours on a Banking Day at the place of receipt and otherwise at 09.00 hours on
the next following Banking Day. Any communication by telefax sent by the Borrower to Lender
shall be confirmed by letter if so requested.
	 
	18.3	 	No failure or delay on the part of the Lender to exercise any power, right or remedy under
this Credit Facility or the Security Documents shall operate as a waiver thereof, nor shall
any single or partial exercise by the Lender of any power, right or remedy preclude any other
or further exercise thereof or the exercise of any other power, right or remedy. The remedies
provided herein and in the Security Documents are cumulative and are not exclusive of any
remedies provided by law.




12









 






	19	 	LAW AND JURISDICTION
	 
	19.1	 	This Credit Facility shall be governed by and interpreted under the laws of Norway.
	 
	19.2	 	Any action or proceeding against the Borrower under this Credit Facility or in connection
thereof may be brought and enforced in the courts in the City of Oslo as exclusive legal
venue.





***



IN WITNESS WHEREOF, the parties hereto have caused this Credit Facility to be duly executed the day
and year first above written.




	 	 	 	 	 	 	 
	For and on behalf of

	 	 	 	For and on behalf of
	 	 
	Trico Shipping AS

	 	 	 	Carnegie Investment Bank AB Norway Branch	 	 
	(as Borrower)

	 	 	 	(as Lender)	 	 
	 
	 	 	 	 	 	 
	/s/ Rishi A. Varma

	 	 	 	/s/ Dag Rudilokken	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	Signature	 	 






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 Schedule 1




CONDITIONS PRECEDENT





	1.	 	Documents in respect of the Borrower:






	 	(a)	 	the Articles of Association (Norwegian:
“Vedtekter”);
	 
	 	(b)	 	a Certificate of Registration (Norwegian: “Firmaattest”);
	 
	 	(c)	 	a resolution of the board of directors authorising the execution of
the Finance Documents to which it is a party;
	 
	 	(d)	 	a power of attorney to its representatives for the execution and
registration of the Finance Documents to which it is a party (if not included in
the resolution described in (c) above);
	 
	 	(e)	 	evidence that the fees, costs and expenses then due from the Borrower
pursuant to Clause 16 (Fees and Costs) have been paid or will be paid on the
Drawdown Date; and
	 
	 	(f)	 	the latest available annual and interim financial reports of the
Borrower.






	2.	 	Documents in respect of the Target Company:






	 	(a)	 	the Articles of Association (Norwegian: “Vedtekter”);
	 
	 	(b)	 	a Certificate of Registration (Norwegian: “Firmaattest”); and
	 
	 	(c)	 	a confirmation by a duly authorised individual from the Target
Company acknowledging receipt of notice of the Pledge of Shares in the Target
Company on behalf of the Target Company and the recording of the Pledge of Shares
the Borrower’s VPS Account.






	3.	 	Finance Documents and related documents:






	 	(a)	 	this Credit Facility executed by the Borrower in two (2) originals;
	 
	 	(b)	 	the Drawdown Notice;
	 
	 	(c)	 	the Pledge of Shares including the notice of pledge of shares and the
acknowledgement thereof;
	 
	 	(d)	 	the Promissory Note duly executed by the Borrower and by the
witnesses;
	 
	 	(e)	 	the fee letter duly endorsed by the Borrower;






	4.	 	Documents to be delivered upon closing:






	 	(a)	 	a transcript from the VPS Account of the Borrower evidencing that
the Borrower is the owner of the acquired Shares in the Target Company and that
the Pledge of Shares is duly registered on the VPS Account with first priority and that no
other pledges are registered against the Shares; and




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	 	(b)	 	Evidence that the Shares have been deposited on the VPS Account.






	5.	 	Other documents:






	 	(a)	 	Such other documents as the Lender may reasonable require and which
shall be requested in writing from the Borrower within two (2) Banking Days prior
to the Drawdown Date at the latest.






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