exv10w19







Exhibit
10.19



EIGHTH SUPPLEMENTAL AGREEMENT




TO




PAYMENT GUARANTEE FACILITY

AND

MULTICURRENCY LOAN AGREEMENT

IN THE MAXIMUM AMOUNT OF

EUR 18,000,000.-

BETWEEN




DEEPOCEAN
SHIPPING III AS (FORMERLY NORTH SEA COMMAND
ER SHIPPING AS)

(AS BORROWER)




AND




NORDEA BANK NORGE ASA

(AS BANK) 

AND




NORDEA BANK NORGE ASA

(AS AGENT)




1









 





INDEX




	 	 	 	 	 
	 	 	Page
	1. DEFINITIONS AND CONSTRUCTION
	 	 	3	 
	2. AGREEMENT AND CONSENT OF THE AGENT AND THE BANKS
	 	 	4	 
	3. AMENDMENTS TO CLAUSE 2 DEFINITIONS
	 	 	4	 
	4. AMENDMENTS TO CLAUSE 7 REPAYMENT
	 	 	12	 
	5. AMENDMENTS TO CLAUSE 10 SECURITY
	 	 	12	 
	6. AMENDMENTS TO CLAUSE 12 REPAYMENT
	 	 	12	 
	7. AMENDMENTS TO CLAUSE 13 EVENTS OF DEFAULT
	 	 	13	 
	8. AMENDMENTS TO THE SCHEDULES
	 	 	14	 
	9. CONDITIONS PRECEDENT AND SUBSEQUENT
	 	 	15	 
	10. FEES AND EXPENSES
	 	 	15	 
	11. CONTINUED FORCE AND EFFECT
	 	 	15	 
	12. GOVERNING LAW
	 	 	16	 
	EXECUTION PAGE
	 	 	21	 






2









 





THIS SUPPLEMENTAL AGREEMENT NO. 8 (the “Supplemental Agreement no. 8”) dated 30 December 2008 is
made between:





	1.	 	DEEPOCEAN SHIPPING III AS (formerly NORTH SEA COMMANDER SHIPPING AS), registration no. 977 289
483, of Stoltenberggata 1, N-5527 Haugesund, Norway as borrower (the “Borrower”);
	 
	2.	 	THE BANKS AND FINANCIAL INSTITUTIONS listed in Exhibit 1 hereto as banks (together the “Banks”);
	 
	3.	 	NORDEA BANK NORGE ASA, org. no. 911 044 110, acting through its office at Middelthunsgt. 17, P.
O. Box 1166 Sentrum, NO-0107 Oslo, Norway as agent (the “Agent”) on behalf of the Banks and the
Swap Bank (as defined in the Loan Agreement).





WHEREAS:





	A.	 	This Supplemental Agreement no. 8 is an addendum and supplemental to the payment guarantee
facility and multicurrency loan agreement dated 22 October 2001 as amended by Supplemental
Agreement no. 1 dated 21 January 2003, a Supplemental Agreement no. 2 dated 15 May 2003, a
Supplemental Agreement no. 3A dated 25 March 2004, a
Supplemental Agreement no. 3B dated 4 March 2008, a Supplemental Agreement no. 4 dated 20 June 2008, a Supplemental Agreement no. 5
dated 30 September 2008, a Supplemental Agreement no. 6 dated 30 October 2008 and a Supplemental
Agreement no. 7 dated 26 November 2008 (the “Loan Agreement”) entered into between the Borrower,
the Agent and the Banks, pursuant to which the Banks have agreed according to their several
obligations to make available to the Borrower a secured drawing and long term financing for the
acquisition of MV “Arbol Grande” (the “Vessel”) for an original amount not exceeding the equivalent
amount of EUR 18,000,000 as later increased to EUR 23,250,000.
	 
	B.	 	Currently outstanding principal amount under the Loan Agreement is of the date hereof EUR
14,166,672 plus accrued interest.
	 
	C.	 	The Borrower has requested an extension of the Loan until 31 March 2010.
	 
	D.	 	The Borrower has also requested that the shares in the Borrower may be transferred to Trico Shipping AS.





NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND CONSTRUCTION
	 
	1.1	 	Defined expressions
	 
	 	 	Words and expressions defined in the Loan Agreement shall, unless otherwise defined herein, have
the same meanings when used herein (including the preamble).
	 
	1.2	 	Definitions
	 
	 	 	In this Supplemental Agreement no. 8, unless the context otherwise requires:





	 	 	 
	“Effective Date”

	 	means the date on which the Agent has received the documents and evidence
specified in Clause 9 hereof in form and substance satisfactory to it.






3









 







	1.3	 	Construction
	 
	 	 	In this Supplemental Agreement no. 8, unless the context otherwise requires:






	 	(a)	 	words importing the singular shall include the plural and vice versa;
	 
	 	(b)	 	reference to any party shall, subject to Clause 20 of the Loan Agreement, be deemed to be a
reference to or include, as appropriate, their respective permitted successors, assignees or
transferees;
	 
	 	(c)	 	references to Clauses and sub-Clauses and the Schedules are references to, respectively, the
Clauses and sub-Clauses of, and the Schedules to, the Loan Agreement;
	 
	 	(d)	 	a reference to this Supplemental Agreement no. 8, the Loan Agreement, the Security Documents or
to another agreement or document shall be construed as including a reference to all permitted
amendments or variations thereof or supplements thereto from time to time in force, but without
prejudice to the Borrower’s obligations to obtain necessary consent in respect of such amendment or
supplement.






	2.	 	AGREEMENT AND CONSENT OF THE AGENT AND THE BANKS
	 
	2.1	 	Agreement and consent
	 
	 	 	Subject to the terms and conditions of this Supplemental Agreement no. 8, the Agent and the Banks
agree with the Borrower to extend the Loan, that the shares in the Borrower may be transferred to
Trico Shipping AS and to amend and supplement the Loan Agreement as set out herein. Such terms and
conditions can be summarized, without limitation, as follows:






	 	(i)	 	the obligations of the Borrower are guaranteed, in form of Schedule 1 hereto, by Trico Supply
AS;
	 
	 	(ii)	 	inclusion of financial covenants, including cross-default provisions, in the Lenders’ opinion,
on Trico Supply AS;
	 
	 	(iii)	 	the obligations of the Borrower are secured additionally by a first priority pledge of the
shares in the Borrower owned by DeepOcean Maritime AS and/or Trico Shipping AS (as the case may
be), in form of Schedule 2 hereto;
	 
	 	(iv)	 	the calculation of the applicable Margin is amended as set out herein.






	2.2	 	Effective Date
	 
	 	 	The amendments set out in this Supplemental Agreement no. 8 shall have effect from the Effective
Date.
	 
	3.	 	AMENDMENTS TO CLAUSE 2 DEFINITIONS
	 
	3.1	 	Amendments to Clause 2 (Definitions)
	 
	 	 	The wording of the following definitions in Clause 2 (Definitions) shall be deleted and substituted
with the following:




4









 











	 	 	 
	“Margin”

	 	means initially a percentage per
annum equal to 2.25%; provided that the applicable Margin
shall be subject to adjustments as set forth in the pricing grid provided below based on meeting
the Consolidated Leverage Ratio as set forth herein (but in any event, such adjustments are not to
be commenced prior to the delivery of financial statements delivered in respect of the fiscal
quarter ending on December 31, 2008). From each applicable Start Date (as defined below) to each
applicable End Date (as defined below), the applicable Margin for the Loan shall be that set forth
below opposite the Consolidated Leverage Ratio indicated to have been achieved in any Quarterly
Pricing Certificate delivered in accordance with the following sentence:






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Consolidated	 	applicable
	Level	 	Leverage Ratio	 	Margin
	 	3	 	 	Greater than or equal to 2.50:1.00

	 	 	2.25	%
	 	2	 	 	Greater than 1.00:1.00 and less than 2.50:1.00

	 	 	2.00	%
	 	1	 	 	Equal to or less than 1.00:1.00

	 	 	1.75	%






	 	 	 
	 

	 	The Consolidated Leverage Ratio used in a determination of the applicable Margin shall be
determined based on the delivery of a certificate of the Borrower
(each, a “Quarterly Pricing
Certificate”) by an authorized officer of the Borrower to the Agent (with a copy to be sent by the
Agent to each Bank), within 45 days of the last day of any fiscal quarter of the Borrower ending
following the date the Supplemental Agreement no. 8 was signed by all parties thereto, which
certificate shall set forth the calculation of the Consolidated Leverage Ratio as at the last day
of the Test Period ended immediately prior to the relevant date of the delivery of such Quarterly
Pricing Certificate (each date of delivery of a Quarterly Pricing
Certificate, a “Start Date”) and
the applicable Margin which shall be thereafter applicable (until same is changed or ceases to
apply in accordance with the following sentences). The applicable Margin so determined shall
apply, except as set forth in the succeeding sentence, from the relevant Start Date to the earliest
of (x) the date on which the next Quarterly Pricing Certificate is delivered to the Agent or (y)
the date which is 45 days following the last day of the Test Period in which the previous Start
Date occurred, such earliest date (the “End Date”), at which time Level 3 pricing shall apply until
such time, if any, as a Quarterly Pricing Certificate has been delivered showing the pricing for
the respective period is at a Level below Level 3 (it being understood that, in the case of any
Quarterly Pricing Certificate as so required, any reduction in the applicable Margin shall apply
only from and after the date of the delivery of the complying financial statements and officer’s
certificate); provided further, that Level 3 pricing shall apply at all times when any Event of
Default is in existence.






5









 







	3.2	 	New definitions in Clause 2 (Definitions)
	 
	 	 	The following new definitions shall be added to Clause 2 (Definitions) shall be deleted and
substituted with the following:





	 	 	 
	“Capitalized Lease
Obligations”

	 	mean, with respect to any Person, the obligations of such Person to
pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property,
or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of
such person under generally accepted accounting principles as in
effect in Norway and, for purposes hereof, the amount of such
obligations at any time shall be the capitalized amount thereof at
such time determined in accordance with generally accepted
accounting principles as in effect in Norway.
	 
	 	 
	“Change of Control”

	 	mean (i) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), shall become, or obtain
rights (whether by means of warrants, options or otherwise) to
become, the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more
than 35% of the outstanding common stock of Trico Marine
Services Inc., (ii) the board of directors of Trico Marine Services
Inc. shall cease to consist of a majority of Continuing Directors,
(iii) Trico Marine Services Inc. shall cease to own, directly or
indirectly, 100% of the voting and/or economic interests in the
capital stock or other Equity Interests of the Guarantor and the
Borrower, or (iv) the Guarantor shall cease to own, directly or
indirectly, 100% of the voting and/or economic interests in the
capital stock or other Equity Interests of the Borrower.
	 
	 	 
	“Consolidated
EBITDA”

	 	means, for any period, Consolidated Net Income for such period,
before deducting therefrom (i) consolidated interest expense of the
Guarantor and its Subsidiaries for such period, (ii) provision for
taxes based on income that were included in arriving at
Consolidated Net Income for such period and (iii) the amount of
all amortization of intangibles and depreciation to the extent that
same was deducted in arriving at Consolidated Net Income for
such period and without giving effect (x) to any extraordinary
gains or extraordinary non-cash losses (except to the extent that
any such extraordinary non-cash losses require a cash payment in
a future period) and (y) to any or gains or losses from sales of
assets other than from sales of inventory in the ordinary course of
business; provided that, for purposes of Clause 13.16 (Financial
covenants — the Guarantor) only, pro forma adjustments
satisfactory to the Agent shall be made for any vessels acquired by
or delivered to the Borrower or any Subsidiary of the Borrower
prior to December 31, 2009 as if such vessels were acquired or
delivered on the first day of the relevant Test Period.
	 
	 	 
	“Consolidated
Indebtedness”

	 	shall mean, as at any date of determination, the aggregate stated
balance sheet amount of all Indebtedness (but including, in any






6









 






	 	 	 
	 

	 	event, without limitation, the then outstanding principal amount of
the Loan, all Capitalized Lease Obligations but excluding
Indebtedness of a type described in clause (vi) of the definition
thereof and excluding the TMS Intercompany Indebtedness, the
Trico Marine Cayman Intercompany Loan and the Trico Supply
Intercompany Loan) of the Guarantor and its Subsidiaries on a
consolidated basis as determined in accordance with generally
accepted accounting principles as in effect in Norway.
	 
	 	 
	“Consolidated
Leverage Ratio”

	 	means, as at any date of determination, the ratio of Consolidated
Net Indebtedness as at such date to Consolidated EBITDA for the
Test Period most recently ended or prior to such date.
	 
	 	 
	“Consolidated Net
Income”

	 	means, for any period, the net income (or loss) of the Guarantor
and its Subsidiaries for such period, determined on a consolidated
basis (after any deduction for minority interests), provided that the
net income of any Subsidiary of the Guarantor shall be excluded to
the extent that the declaration or payment of cash dividends or
similar cash distributions by that Subsidiary of that net income is
not at the date of determination permitted by operation of its
charter or any agreement, instrument or law applicable to such
Subsidiary and (iii) the net income (or loss) of any other Person
acquired by the Guarantor or a Subsidiary of the Guarantor in a
pooling of interests transaction for any period prior to the date of
such acquisition shall be excluded.
	 
	 	 
	“Consolidated Net
Indebtedness”

	 	shall mean, on any date, (i) Consolidated Indebtedness on such
date minus (ii) unrestricted cash and cash equivalents of the
Guarantor and its Subsidiaries on such date
	 
	 	 
	“Consolidated Net
Worth”

	 	mean, the Net Worth of the Guarantor and its Subsidiaries
determined on a consolidated basis after appropriate deduction for
any minority interests in Subsidiaries.
	 
	 	 
	“Contingent
Obligation”

	 	mean, as to any Person, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”) of any other
Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or






7









 






	 	 	 
	 

	 	customary and reasonable indemnity obligations in effect on the
date the Supplemental Agreement no. 8 was signed by all parties
thereto or entered into in connection with any acquisition or
disposition of assets permitted by this Agreement and any products
warranties extended in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made
(or, if the less, the maximum amount of such primary obligation for
which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated
or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.
	 
	 	 
	“Continuing
Directors”

	 	means the directors of Trico Marine Services Inc. on the Effective
Date, and each other director, if, in each case, such other
director’s nomination for election to the board of directors of Trico
Marine Services Inc. is recommended by at least a majority of the
then Continuing Directors
	 
	 	 
	“Equity Interests”

	 	of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of
or interests in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership
interest and any limited liability company membership interest
	 
	 	 
	“Free Liquidity”

	 	means at any time the sum of the unrestricted cash and cash
equivalents held by the Guarantor and its Subsidiaries at such
time.
	 
	 	 
	“Guarantee”

	 	means an unconditional and irrevocable on demand guarantee in
the maximum amount of EUR 20,000,000 dated on or about the
date of the Supplemental Agreement no. 8, executed by the
Guarantor in favour of the Agent guaranteeing the Borrower’s
obligations pursuant to this Agreement.
	 
	 	 
	“Guarantor”

	 	means Trico Supply AS, registration no. 976 853 938, of
Holmefjordvegen 1, N-6090 Fosnavåg, Norway.
	 
	 	 
	“Indebtedness”

	 	mean, as to any Person, without duplication, (i) all indebtedness
(including principal, interest, fees and charges) of such Person for
borrowed money or for the deferred purchase price of property or
services, (ii) all Indebtedness of the types described in clause (i),
(iii), (iv), (v) or (vi) of this definition secured by any Lien on any
property owned by such Person, whether or not such Indebtedness
has been assumed by such Person (provided that, if the Person has
not assumed or otherwise become liable in respect of such
Indebtedness, such Indebtedness shall be deemed to be in an
amount equal to the fair market value of the property to which such
Lien relates as determined in good faith by such Person), (iii) the
aggregate amount of all Capitalized Lease Obligations of such
Person, (iv) all obligations of such person to pay a specified






8









 






	 	 	 
	 

	 	purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (v) all
Contingent Obligations of such Person and (vi) all obligations
under any Interest Rate Protection Agreement or Other Hedging
Agreement or under any similar type of agreement; provided that
Indebtedness shall in any event not include (x) trade payables and
expenses accrued in the ordinary course of business or (y)
milestone payments and similar obligations incurred by any
Person under any vessel purchase contract.
	 
	 	 
	“Interest Rate 


Protection Agreement”

	 	mean any interest rate swap agreement, interest rate cap
agreement, interest collar agreement, interest rate hedging
agreement, interest rate floor agreement or other similar
agreement or arrangement.
	 
	 	 
	“Lien”

	 	means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement
or notice filed under the UCC or any other similar recording or
notice statute, and any lease having substantially the same effect as
any of the foregoing).
	 
	 	 
	“Net Worth”

	 	mean, 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 as in effect in Norway,
constitutes stockholders’ equity, but excluding any treasury stock
and cumulative foreign translation adjustments.
	 
	 	 
	“Obligations”

	 	means all amounts owing to the Agent or any Bank pursuant to the
terms of this Agreement or any other Security Document.
	 
	 	 
	“Other Hedging
Agreement”

	 	mean any foreign exchange contracts, currency swap agreements,
commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in
currency or commodity values.
	 
	 	 
	“Parent”

	 	means any entity at any time owning at least 1 share in the
Borrower, being (i) DeepOcean Maritime AS, registration no. 948
230 798, of Stoltenberggata 1, N-5527 Haugesund, Norway and/or
(ii) Trico Shipping AS, registration no. 976854020, Of N-
6090 Fosnavåg, Norway.
	 
	 	 
	“Person”

	 	means any individual, partnership, joint venture, firm, corporation,
association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality
thereof.
	 
	 	 
	“Share Pledge”

	 	means a first priority pledge of its shares in the Borrower dated on
or about the date of the Supplemental Agreement no. 8, executed
by each Parent in favour of the Agent in agreed form.







9











 





	 	 	 
	“Subsidiary”

	 	means, as to any Person, (i) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any
class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at
the time owned by such Person and/or one or more Subsidiaries of
such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person
and/or one or more Subsidiaries of such Person has more than a
50% equity interest at the time.
	 
	 	 
	“Supplemental
Agreement no. 1”

	 	means a first supplemental agreement to this Agreement dated 21
January 2003.
	 
	 	 
	“Supplemental
Agreement no. 2”

	 	means a second supplemental agreement to this Agreement dated
15 May 2003.
	 
	 	 
	“Supplemental
Agreement no. 3A”

	 	means a third supplemental agreement to this Agreement dated 25
March 2004.
	 
	 	 
	“Supplemental
Agreement no. 3B”

	 	means a third supplemental agreement to this Agreement dated 4
March 2008.
	 
	 	 
	“Supplemental
Agreement no. 4”

	 	means a fourth supplemental agreement to this Agreement dated
20 June 2008.
	 
	 	 
	“Supplemental
Agreement no. 5”

	 	means a fifth supplemental agreement to this Agreement dated 30
September 2008.
	 
	 	 
	“Supplemental
Agreement no. 6”

	 	means a sixth supplemental agreement to this Agreement dated 30
October 2008.
	 
	 	 
	“Supplemental
Agreement no. 7”

	 	means a seventh supplemental agreement to this Agreement dated
26 November 2008.
	 
	 	 
	“Supplemental
Agreement no. 8”

	 	means a eight supplemental agreement to this Agreement dated 30
December 2008.
	 
	 	 
	“Test Period”

	 	means each period of four consecutive fiscal quarters, in each case
taken as one accounting period.
	 
	 	 
	“TMS Intercompany
Indebtedness”

	 	means the loan agreement in the principal amount of USD
395,000,000 made between Trico Marine Services Inc. as lender,
and Trico Shipping AS, as borrower, dated [May 15, 2008].
	 
	 	 
	“Trico First Facility”

	 	means a USD 100,000,000 facility granted to Trico Subsea AS,
guaranteed by Trico Supply AS and Trico Subsea Holding AS, by
certain lenders, Nordea Bank Finland Plc., New York Branch as
administrative agent and bookrunner and Nordea Bank Finland
Plc., New York Branch and Bayerische Hypo- und Vereinsbank AG
as joint lead arrangers pursuant to a facility agreement dated 24 April 2008.






10









 





	 	 	 
	“Trico Marine
Cayman Intercompany
Loan”

	 	means the loan in the original principal amount of $33,486,076.35
made by Trico Marine Cayman, L.P., acting through its general
partner, Trico Holdco LLC, to the Guarantor pursuant to that
certain loan agreement, dated as of November 8, 2007.
	 
	 	 
	“Trico Second
Facility”

	 	means a USD 200,000,000 facility granted to Trico Shipping AS,
guaranteed by Trico Supply AS, Trico Subsea Holding AS and
Trico Subsea AS, by certain lenders, Nordea Bank Finland Plc.,
New York Branch as administrative agent and bookrunner and
Nordea Bank Finland Plc., New York Branch and Bayerische
Hypo- und Vereinsbank AG as joint lead arrangers pursuant to a
facility agreement dated 24 April 2008.
	 
	 	 
	“Trico Supply
Intercompany Loan”

	 	means the loan from Trico Marine Operators, Inc. to the
Guarantor in the initial principal amount of USD 194,200,003.54
pursuant to the Trico Supply Intercompany Loan Documentation.
	 
	 	 
	“Trico Supply
Intercompany Loan
Documentation”


	 	means that certain promissory note dated November 8, 2007
between the Guarantor and Trico Marine Operators, Inc.

	 
	 	 
	
“Trico Third Facility”

	 	means a USD 280,000,000 facility granted or to be granted to
Trico Subsea AS and Trico Shipping AS as co-borrowers,
guaranteed by Trico Supply AS, by certain lenders, Nordea Bank
Finland Plc., New York Branch as administrative agent and
bookrunner and Nordea Bank Finland Plc., New York Branch and
Bayerische Hypo- und Vereinsbank AG as joint lead arrangers
pursuant to a facility agreement to be drafted pursuant to a term
letter dated 21 October 2008.
	 
	 	 
	“UCC”

	 	means the Uniform Commercial Code as from time to time in effect
in the relevant jurisdiction.







	3.3	 	Amendments to Clause 2 (Definitions)
	 
	 	 	The wording of the following definitions in Clause 2 (Definitions) shall be deleted:





	 	 	 
	“Equity Ratio”


	 	Total Value Adjusted Equity divided by Total Debt.

	 
	 	 
	“Excess Values”

	 	the positive difference between Market Value and the book value of
the Borrower’s vessels and also adjusted with net booked gains or
losses from sales of vessels, plus the positive excess value of the
Borrower’s shares or other participation in other ship-owning
corporations based on the same valuation principles.
	 
	 	 
	“Total Debt”

	 	on a consolidated basis for the Borrower the sum of (i)
indebtedness for borrowed money, (ii) the deferred purchase price
of assets or services which in accordance with Norwegian General
Accounting Principles would be shown on the liability side of the
balance sheet, (iii) the face amount of all letters of credit and,
without duplication, all drafts drawn thereunder, (iv) all
indebtedness of a second person secured by any lien on any






11









 






	 	 	 
	 

	 	property of the Borrower, or any of its subsidiaries, whether or not
such indebtedness has been assumed, and (v) all capitalized lease
obligations.
	 
	 	 
	“Total Corporate
Value Adjusted Assets”

	 	the book value of the Borrower’s total assets, adjusted with Excess
 Values.
	 
	 	 
	“Total Value Adjusted
Equity”

	 	 the Total Corporate Value Adjusted Assets less Total Corporate
Debt.
	 
	 	 
	“Working Capital

	 	the aggregate amount of the Borrower’s cash, bank deposits, fully
marketable securities and short term receivables including also
short terms intercompany receivables (Current Assets) less short
term liabilities, (Current Liabilities), always provided that short
term shall be interpreted in accordance with recognized
accounting practice and short term liabilities shall not include first
years instalments on long term loans of the Borrower.







	4.	 	AMENDMENTS TO CLAUSE 7 REPAYMENT
	 
	4.1	 	Amendments to Clause 7 (Repayment)
	 
	 	 	The parties agree that the wording of Clause 7.02 (Repayment of the Loan), first section,
shall be deleted and substituted by the following new wording:
	 
		 	7.02 Repayment of the Loan
	 
	 	 	The Borrower shall repay the Loan in full, including any outstanding interest, fees or
recoverable expenses of the Agent and/or the Banks, on 31 March 2010.






	5.	 	AMENDMENTS TO CLAUSE 10 SECURITY
	 
	5.1	 	Amendments to Clause 10.02 (Security from the date of delivery of the Vessel)
	 
	 	 	The parties agree that the following new Security Documents shall be added to the list of
Security Documents and shall secure the obligations of the Borrower pursuant to the Loan
Agreement and any swap(s) and/or other derivatives:






	 	(v)	 	the Share Pledges
	 
	 	(vi)	 	the Guarantee.






	6.	 	AMENDMENTS TO CLAUSE 12 REPAYMENT
	 
	6.1	 	Amendments to Clause 12.18 (Financial covenants)
	 
	 	 	The parties agree that sub-clauses (i) and (ii) of Clause 12.18 (Financial covenants) shall
be deleted.
	 
	6.2	 	Amendments to Clause 12.19 (Compliance Certificate)
	 
	 	 	The parties agree that the wording of Clause 12.19 (Compliance Certificate) shall be deleted
and substituted by the following new wording:
	 
	 		12.19 Compliance Certificate
	 
	 	 	The Borrower and the Guarantor shall during the Loan Period every 28 February and 31 August
execute a Compliance Certificate, by authorised signatories on their behalf, certifying that
save as previously disclosed to the Agent on behalf of the Banks, so far as the Borrower
and/or the Guarantor are aware of, no Event of Default is outstanding, and if an Event of
Default is






12











 






	 	 	 outstanding, specifying the Event of Default and the steps, if any, being taken to remedy
it, and further, certifying compliance with clause 12.18 (Financial Covenants) and 13.16
(Financial covenants — the Guarantor) of the Agreement and setting out relevant calculations
demonstrating such compliance.
	 
	7.	 	AMENDMENTS TO CLAUSE 13 EVENTS OF DEFAULT
	 
	7.1	 	Amendments to Clause 13.01 (Events of Default)
	 
	 	 	The parties agree that the wording of Clause 13.01 (Events of Default) shall be deleted and substituted by the following new wording:






13.01 Events of default




	 	 	Each of the events set out in Clause 13.02 to 13.16 (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or any other person).
	 
	7.2	 	Amendments to Clause 13.05 (Cross-default)
	 
	 	 	The parties agree that the wording of Clause 13.05 (Cross-default) shall be deleted and
substituted by the following new wording:






13.05 Cross-default




	 	(i)	 	The Guarantor or any of its Subsidiaries shall default in any payment of any
Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness, the Trico
Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan Documentation and any
other intercompany loans) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or
	 
	 	(ii)	 	The Guarantor or any of its
Subsidiaries shall default in the observance or performance of any agreement or condition
relating to any Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness,
the Trico Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan Documentation
and any other intercompany loans) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause
(determined without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity,
	 
	 	Provided that it shall not be an Event of Default
under this Section 13.05 unless the aggregate principal amount of all Indebtedness as
described in preceding clauses (i) through (ii), inclusive, is at least $10,000,000.






	7.3	 	Amendments to Clause 13.08 (Insolvency)
	 
	 	 	The parties agree that the wording of Clause 13.08 (Insolvency) shall be deleted and
substituted by the following new wording:






13.08 Insolvency




	 	 	The Guarantor or any of its Subsidiaries shall commence a voluntary case concerning itself
under Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in
effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is
commenced against the Guarantor or any of its Subsidiaries and the petition is not
controverted within 10 days after service of summons, or is not dismissed within 60 days,
after commencement of the case; or a




13









 






	 	 	custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower or any of its Subsidiaries or the
Guarantor or any of its Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Guarantor or any of its Subsidiaries or there is commenced against the
Guarantor or any of its Subsidiaries any such proceeding which remains undismissed for a
period of 60 days; or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or proceeding is
entered; or the Guarantor or any of its Subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or the Guarantor or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any corporate
action is taken by the Borrower or any of its Subsidiaries for the purpose of effecting any
of the foregoing.
	 
	7.4	 	Amendments to Clause 13.11 (Change in Ownership)
	 
	 	 	The parties agree that the wording of clause 13.11 shall, with effect from the Effective Date, be deleted and substituted by the following new wording:






13.11 Change of ownership or control




If:




	 	(i)	 	any of the shares of the Borrower are owned by any other Person than a Parent; or
	 
	 	(ii)	 	a Change of Control shall occur.






	7.5	 	New Clause 13.16 (Financial covenants — the Guarantor)
	 
	 	 	The parties agree the following new Clause 13.16 (Financial covenants — the Guarantor) shall
be inserted into the Loan Agreement:






13.16 Financial covenants — the Guarantor




	 	(i)	 	The Guarantor permits the Consolidated Leverage Ratio on the last day of any fiscal
quarter of the Guarantor to be greater than 3.50:1:00.
	 
	 	(ii)	 	The Guarantor permits its Consolidated Net Worth on the last day of any fiscal quarter
of the Guarantor to be less than (i) 80% of Consolidated Net Worth on the date of the
Supplemental Agreement no. 8 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 Supplemental Agreement no. 8.
	 
	 	(iii)	 	The Guarantor permits its Free Liquidity to be less than USD 15,000,000.






	8.	 	AMENDMENTS TO THE SCHEDULES
	 
	8.1	 	Amendments to Schedule 6 (Compliance certificate)
	 
	 	 	The parties agree that Schedule 6 (Compliance certificate) shall be deleted and substituted
by Exhibit 1 hereto.




14









 






	9.	 	CONDITIONS PRECEDENT AND SUBSEQUENT
	 
	9.1	 	Conditions precedent
	 
	 	 	The Borrower shall deliver to the Agent the following documents in form and substance
acceptable to the Agent:






	 	1.	 	Two copies of this Supplemental Agreement no. 8 duly executed and signed by
the Borrower.
	 
	 	2.	 	The Guarantee, duly executed and signed by the Guarantor.
	 
	 	3.	 	The Share Pledges, duly executed and signed by both Parents.
	 
	 	4.	 	An amendment to the First Spanish Ship Mortgage, amending the maturity date
of the First Spanish Ship Mortgage, duly executed, with evidence of registration such
amendment.
	 
	 	5.	 	An updated certificate of incorporation and articles of association of the
Borrower, the Parents and the Guarantor;
	 
	 	6.	 	Board resolutions and PoA from the Borrower in respect of the execution of
the Supplemental Agreement no. 8 and the extension of the Loan and maturity date of
the First Spanish Ship Mortgage.
	 
	 	7.	 	Board resolutions and PoA from the Parents in respect of the execution of the
Share Pledges.
	 
	 	8.	 	Board resolutions and PoA from the Guarantor in respect of the execution of
the Guarantee.
	 
	 	9.	 	The Trico First Facility.
	 
	 	10.	 	The Trico Second Facility.






	9.2	 	Conditions subsequent




Borrower shall, as soon as available, deliver to the Agent the following documents in form and
substance acceptable to the Agent:





	 	1.	 	The Trico Third Facility.






	10.	 	FEES AND EXPENSES
	 
	10.1	 	Cost
and expenses
	 
	 	 	The Borrower shall upon demand reimburse all reasonable expenses (including external legal
fees of the Agent and/or the Banks) incurred by the Agent and/or the Banks in connection
with the drafting, negotiation, preparation, syndication, closing, maintenance enforcement
and execution of this Supplemental Agreement no. 8 and any documents relating thereto.
	 
	10.2	 	Non recoverable cost
	 
	 	 	The fees and expenses specified in this Clause 10 shall be payable by the Borrower in any
event and shall in no circumstances be recoverable from the Agent or the Banks. The
Borrower’s obligation to pay any fees and expenses hereunder shall survive the termination
date of this Agreement.
	 
	11.	 	CONTINUED FORCE AND EFFECT
	 
	 	 	Except as set out in this Supplemental Agreement no. 8 and the Supplemental Agreements nos.
1-7, the Loan Agreement shall continue in full force and effect and the Loan Agreement,
Supplemental Agreements nos. 1-7 and this Supplemental Agreement no. 8 shall be read and
construed as one instrument.




15









 






	12.	 	GOVERNING LAW
	 
	 	 	This Supplemental Agreement no. 8 is governed by Norwegian law. The Borrower hereby
irrevocably submits to the non-exclusive jurisdiction of Bergen tingrett, provided however,
that the choice of venue shall not prevent the Agent and/or the Banks from commencing
proceedings against the Borrower in any other court of competent jurisdiction.





*****





16











 






Exhibit 1




FORM OF COMPLIANCE CERTIFICATE



          This Compliance Certificate (this “Certificate”) is delivered to you pursuant to Section 12.19
of the Loan Agreement, dated as of 22 October 2001 (as amended, restated, modified and/or
supplemented from time to time, the “Loan Agreement”), among DeepOcean Shipping III AS (the
“Borrower”), the Lenders party thereto from time to time, and Nordea Bank Nordea ASA as Agent.
Trico Supply AS, a limited company organized under the laws of Norway (the “Guarantor”) guarantees
the obligations of the Borrower pursuant to the Loan Agreement. Terms defined in the Loan Agreement
and not otherwise defined herein are used herein as therein defined.


          1. I am the duly elected, qualified and acting principal financial
officer of the Guarantor or the Borrower (as the case may be).


          2. I have reviewed and am familiar with the contents of this Certificate. I am providing this
Certificate solely in my capacity as an officer of the Borrower or the Guarantor (as the case may
be). The matters set forth herein are true to my knowledge after due inquiry.


          3. I have reviewed the terms of the Loan Agreement and the other
Security Documents and have made or caused to be made under my supervision a review in reasonable detail of
the transactions and condition of the Borrower, the Guarantor and their Subsidiaries during the
accounting period covered by the financial statements attached hereto
as ANNEX 1 (the “Financial
Statements”). Such review did not disclose the existence during or at the end of the accounting
period covered by the Financial Statements, and I have no knowledge of the existence, as of the
date of this Compliance Certificate, of any condition or event which constitutes a Default or an
Event of Default [, expect as set forth below].


          4. Attached hereto as ANNEX 2 are the computations showing (in reasonable detail) compliance
with the covenants specified therein.


          5. The Borrower has complied with all covenants contained in Clause 12
of the Loan Agreement.


          IN WITNESS WHEREOF, I have executed this Certificate on behalf of the Guarantor this ___day
of
                         ,
20          .



	 	 	 	 	 
	 	 	 
	 	TRICO SUPPLY AS

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


          IN WITNESS WHEREOF, I have executed this Certificate on behalf of the Borrower this ___day
of
                          , 20         . 



	 	 	 	 	 
	 	DEEPOCEAN SHIPPING III AS

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




17









 





ANNEX 1 

to Compliance Certificate 




CONSOLIDATED FINANCIAL STATEMENTS 





18











 






     ANNEX 2 
  to
Compliance Certificate 



     COMPUTATIONS
SHOWING COMPLIANCE



          The information described herein is as of                     , ___1 (the “ Computation Date ”)
and, except as otherwise indicated below, pertains to the period from                      ___, 20___to the
Computation Date (the “ Relevant Period ”).




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Period or Date of Determination	 	Amount
	I.	 	Minimum Value	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Market Value (Section 12.18 (iii)) of
the Vessel, based on the following
information is above 160% of the Loan	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	Outstanding amount

under the Loan
	 	 	 	NOK    
             
   

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	Market Value of the
Vessel
	 	 	 	NOK     
              
 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.	 	Financial Covenants	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	Consolidated Leverage Ratio
(Section 13.16 (i))	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	Consolidated Net
Indebtedness2
 for the
Test Period (as defined
in the Loan Agreement)
ended on the
Computation Date
	 	 	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	Consolidated EDITDA3
for the Test Period ended on the Computation Date 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)
	 	
Ratio of line a to line b
	 	 	 	                    :1.00

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	2.	 	 	Consolidated Net Worth (Section
13.16 (i)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	Eighty percent (80%) of
consolidated Net Worth
on the Effective Date
	 	 	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	Fifty percent (50%) of
the Consolidated Net
Income4
(to the extent
positive) for the period
commencing on 

April 1,
2008 and ended on the
Computation Date	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1	 	Insert the last day of the respective fiscal quarter or year
covered by the financial statements which are required to be accompanied by this compliance certificate.
	 
	2	 	Attach hereto in reasonable detail the calculations required to arrive at Consolidated Net Indebtedness.
	 
	3	 	Attach hereto in reasonable detail the calculations required to arrive at Consolidated EDITDA.
	 
	4	 	Insert hereto in reasonable detail the calculations required to arrive at Consolidated Net Income





19








 







	 	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	One hundred percent
(100%) of the face
amount of any equity
interests issued by the
Guarantor after the
Effective Date
	 	 	___:1.00	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	Sum of line a, line b, and
line c
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	Free

	 	Liquidity (Section 13.16(iii))	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	The unrestricted cash and
cash equivalents held by
the Guarantor and its
Subsidiaries at such time5
	 	 	$	 
	 

	 	 	 	 	 	 	 	 







 




			
	5	 	Attach hereto in reasonable detail the calculations as required to arrive at Cash Equivalents




20









 










     EXECUTION PAGE


IN WITNESS WHEREOF the parties hereto have caused this Supplemental Agreement no. 8 to be duly
executed and delivered the day and the year first above written.




	 	 	 	 	 
	SIGNED

	 	SIGNED	 	 
	NORDEA BANK NORGE ASA

	 	DEEPOCEAN SHIPPING III AS	 	 
	as Agent, Arranger and Bank

	 	as Borrower	 	 
	 


	 	 

	 	 
	 


	 	 

	 	 
	 


	 	 

	 	 







21