exv10w18







Exhibit
10.18



Execution copy




AMENDMENT AGREEMENT NO 2




to the USD 18,000,000

Credit Facility Agreement dated 19 November 2007




dated 6 March 2009 and

entered into between




DEEPOCEAN SHIPPING AS

as Borrower,




TRICO SUPPLY AS

as Guarantor,




THE FINANCIAL INSTITUTIONS

LISTED IN SCHEDULE 1

TO THE CREDIT FACILITY AGREEMENT

as Banks




and




NORDEA BANK NORGE ASA

as Agent and arranger




 









 




THIS AMENDMENT AGREEMENT NO 2 (the “Amendment No 2”) has been entered into on this 6th day of March
2009 between:





	(1)	 	DeepOcean Shipping AS, a Norwegian limited liability company registered with company
registration number 979 456 107 with its registered address at Stoltenberggaten 1, 5527
Haugesund, Norway (the “Borrower”);
	 
	(2)	 	Trico Supply AS, a Norwegian limited liability company registered with company registration
number 976 853 938 with its registered address at Holmefjordvegen 1, 6090 Fosnavåg, Norway
(the “Guarantor”);
	 
	(3)	 	The financial institutions listed in Schedule 1 to the Loan Agreement (as defined below)as
banks, including their successors in title and assignees and transferees (“Banks”); and
	 
	(4)	 	Nordea Bank Norge ASA, PO Box 1166 Sentrum, 0107 Oslo, Norway (the “Agent”).





WHEREAS:





	A.	 	Pursuant to a credit facility agreement dated 19 November 2007 (the “Original Loan
Agreement”) entered into between the Banks as lenders, the Borrower as borrower, DeepOcean ASA
as guarantor and the Agent as agent and arranger, the Banks agreed to make available to the
Borrower a credit facility in the maximum amount of USD 18,000,000 for the purpose of
assisting the Borrower in refinancing of a then existing loan facility.
	 
	B.	 	Pursuant to an amendment agreement No 1 dated 30 December 2008 (the “Amendment No 1”)
DeepOcean ASA was substituted by Trico Supply AS as the Guarantor under the Loan Agreement
(which term shall hereinafter mean the Original Loan Agreement, as amended by the Amendment No
1).
	 
	C.	 	The Guarantor has requested an amendment to the definition of “Net Worth” in clause 3.2 of
the Amendment No 1 and the Agent and the Banks have agreed to such change on the terms and
conditions set forth in this Amendment No 2.
	 
	D.	 	The parties hereto also wish to correct a typing error in clause 5.1.b) of the Amendment No
1.





NOW IT IS HEREBY AGREED as follows:





	1	 	DEFINITIONS




Terms and expressions used herein shall have the meaning ascribed to them in the Loan Agreement,
unless otherwise stated herein.




 









 








	 	 	 
	“Effective Date”

	 	means the date on which the Agent has received the documents
and evidence specified in clause 4.1 hereof in form and substance satisfactory
to it.







	2	 	REPRESENTATIONS AND WARRANTIES
	 
	2.1	 	Representations by the Borrower and the Guarantor
	 
	 	 	Each of the Borrower and Guarantor represents and
warrants to the Agent and the Banks as follows:






	 	(a)	 	It 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;
	 
	 	(b)	 	It has the power to enter into and perform, and has taken all necessary
corporate action to authorise the entry into, performance and delivery of this
Amendment No 2, and the transactions contemplated therein;
	 
	 	(c)	 	Amendment No 2 constitutes legal, valid and binding obligations of the
Borrower and the Guarantor, respectively, enforceable in accordance with its terms.






	3	 	AMENDMENTS TO LOAN AGREEMENT
	 
	3.1	 	Definition of Margin
	 
	 	 	The definition of Margin stated in clause 3.1 shall be deleted and
substituted with the following:






“Margin”              means percentage per annum equal to 3.25 %..




	3.2	 	Definition of Net Worth
	 
	 	 	The definition of Net Worth stated in clause 3.2 of the Amendment No 1 shall be deleted and
substituted with the following:





	 	 	 	 	 
	 

	 	“Net Worth”
	 	means, as to any Person, the sum of its capital stock, capital
in excess of par or stated value of shares of its capital
stock, retained earnings and any other account which, in
accordance with generally accepted accounting principles,
constitutes stockholders’ equity, but excluding any treasury
stock and cumulative foreign translation adjustments and
write-downs of goodwill and/or non-amortizing intangible
assets.






 









 







	3.3	 	Financial covenants
	 
	 	 	The financial covenants which the Guarantor must satisfy during the term
of the Loan and which are stated in clause 5.1.b) of the Amendment No 1,
shall be replaced by the following:





	 	 	 	 	 
	 

	 	“5.1 b)
	 	Clause 15.3 will be substituted by the following:
	 
	 	 	 	 
	 

	 	 	 	“The Guarantor shall comply with the following financial covenants and
undertakes, within 90 (ninety) days after the end of each calendar quarter,
to deliver a Certificate of Compliance to the Agent, as confirmation of the
Guarantor’s compliance with the such financial covenants, all calculated on
a consolidated basis and in accordance with GAAP:







	 	(a)	 	the Consolidated Leverage Ratio of the
Guarantor shall on the last day of any fiscal quarter not be greater
than 3.50:1:00.
	 
	 	(b)	 	The Guarantor shall not permit its
Consolidated Net Worth on the last day of any fiscal quarter to be
less than (i) 80% of Consolidated Net Worth on the date of Amendment
No I plus (ii) 50% of cumulative Consolidated Net Income (if positive)
for the period, commencing on April 1, 2008 and ending on the last
day of such fiscal quarter plus (iii) 100% of the face amount of any
equity interests issued by the Guarantor after the date of the
Amendment No I.
	 
	 	(c)	 	The Guarantor shall not have Free Liquidity
less than USD 15,000,000.”






	3.4	 	Compliance Certificate




The Compliance Certificate shall be in the form attached as Appendix 1 to this Amendment No 2.





	3.5	 	Waiver




The Guarantor’s Consolidated Net Worth has not satisfied the requirements of the Loan Agreement, as
such requirements were prior to the change of the definition of Net Worth stated in clause 3.2
above. The Banks and the Agent confirm that such requirements have been waived for the reporting
period which ended on 31 December 2008.





	3.6	 	Effective Date




The amendments described herein shall take effect and the waiver described in clause 3.5 shall be
considered as granted as of the Effective Date.




 









 









	4	 	CONDITIONS PRECEDENT
	 
	4.1	 	Documents to be provided




As a condition precedent to the amendments set forth in this Amendment No 2 coming into effect, the
Borrower and /or the Guarantor shall deliver to the Agent the following documents in form and
content satisfactory to the Agent:





	 	a)	 	three copies of this Amendment No 2 duly signed by all parties thereto;
	 
	 	b)	 	Articles of Association of the Borrower;
	 
	 	c)	 	Articles of Association of the Guarantor;
	 
	 	d)	 	Certificate of Registration of the Borrower;
	 
	 	e)	 	Certificate of Registration of the Guarantor;
	 
	 	f)	 	Resolution of the board of directors of the Borrower approving the terms of
this Amendment No 2;
	 
	 	g)	 	Resolution of the board of directors of the Guarantor approving the terms
of this Amendment No 2 and the Guarantor’s entry into the Loan Agreement as Guarantor
pursuant to Amendment No 1;
	 
	 	h)	 	Certificate of Compliance of the Guarantor, based on the Q4 2008 accounts
of the Guarantor;






	5	 	CONTINUED FORCE AND EFFECT




Save as set out in this Amendment No 2 the Loan Agreement shall continue in full force and effect
and the Loan Agreement and this Amendment No 2 shall be read and construed as one instrument.





	6	 	LAW AND JURISDICTION




Clause 24 of the Original Loan Agreement (Law and Jurisdiction) shall apply also to this Amendment
No 2.




*****






 









 






IN WITNESS WHEREOF the Parties have executed this Amendment No 2 on the date first above
written.





	 	 	 	 	 
	For and on behalf of

	 	For and on behalf of
	 	 
	DeepOcean Shipping AS

	 	Nordea Bank Norge ASA	 	 
	(as Borrower)

	 	(as Agent)	 	 
	 
	 	 	 	 
	 

Signature

	 	 

Signature
	 	 
	 
	 	 	 	 
	For and on behalf of

	 	For and on behalf of	 	 
	Trico Supply AS

	 	Nordea Bank Norge ASA	 	 
	(as Guarantor)

	 	(as Bank)	 	 
	 
	 	 	 	 
	 

Signature

	 	 

Signature
	 	 






 









 






Appendix 1

to Amendment No 2




[Place and date]




NORDEA BANK NORGE ASA




Attn: International Loan Administration




Dear Sirs,




DEEPOCEAN SHIPPING AS – USD 18,000,000 CREDIT FACILITY AGREEMENT



We refer to the credit facility agreement dated 19 November 2007 as amended by the amendment
agreement no. 1 (the “Amendment No 1”) dated 30 December 2008 and the amendment agreement no. 2
(the “Amendment No 2”) dated 6 March 2009 made between Nordea Bank Norge ASA and the financial
institutions as lenders (the “Banks”), and Nordea Bank Norge ASA as Agent and arranger on behalf of
the Banks, and the undersigned as Guarantor, in respect of the captioned loan (the “Loan
Agreement”).



Capitalised terms defined in the Loan Agreement shall have the same meaning when used in this
compliance certificate.



With reference to clause 15.3 of the Loan Agreement, and the substitution of such clause according
to the Amendment No 1 and Amendment No 2, we confirm that as at [ date ] the following to be a
true:



Covenants regarding the Guarantor:




	 	 	 	 	 
	Covenant	 	Status at the date hereof	 	Minimum requirement
	Consolidated Leverage Ratio

	 	 	 	The ratio of
Consolidated Net
Indebtedness to
EBITDA for the four
consecutive fiscal
quarters not to be
greater than
3.50:1.00.
	 
	 	 	 	 
	Consolidated Net Worth

	 	 	 	Consolidated Net
Worth not to be
less than (i) 80%
of Consolidated Net
Worth on the date
of the Amendment No
1 plus (ii) 50% of
cumulative
Consolidated Net
Income (if
positive) for the
period, commencing
on April 1, 2008
and ending on 31
December 2008 plus
(iii) 100% of the
face amount of any
equity interests






 









 






	 	 	 	 	 
	Covenant	 	Status at the date hereof	 	Minimum requirement
	 

	 	 	 	issued by the
Guarantor after the
date of the
Amendment No 1
	 
	 	 	 	 
	Free Liquidity

	 	 	 	Free Liquidity not
to be less than USD
15,000,000.





No event has occurred which with or without notice and/or lapse of time would constitute an Event
of Default under the Loan Agreement.



We hereby repeat the representations and warranties of the Loan Agreement clause 14, as amended by
the Amendment No 1 clause 5.1 a), which relate to us to be true and correct in all respects at the
date thereof.




Yours faithfully,




TRICO SUPPLY AS




 





[signed by duly authorised persons of the Guarantor]