exv10w20






Exhibit
10.20




NINTH 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 COMMANDER SHIPPING AS)

(AS BORROWER)




AND




NORDEA BANK NORGE ASA

(AS BANK)




AND




NORDEA BANK NORGE ASA

(AS AGENT)




 









 





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. CONDITIONS PRECEDENT
	 	 	5	 
	5. FEES AND EXPENSES
	 	 	5	 
	6. CONTINUED FORCE AND EFFECT
	 	 	5	 
	7. GOVERNING LAW
	 	 	5	 
	EXECUTION PAGE
	 	 	6	 






 









 





THIS SUPPLEMENTAL AGREEMENT NO. 9 (the “Supplemental Agreement no. 9”) dated 6 March 2009 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. 9 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, a Supplemental Agreement no. 7 dated 26 November 2008 and a Supplemental
Agreement no. 8 dated 30 December 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 amendment to the “Consolidated Net Worth” covenant regulated
by Clause 13.16 (ii) (Financial covenants—the Guarantor).





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. 9, unless the context otherwise requires:






	 	“Effective Date”  	 	means the date on which the Agent has received the documents and evidence
specified in Clause 4 hereof in form and substance satisfactory to it.





 









 











	1.3	 	Construction
	 
	 	 	In this Supplemental Agreement no. 9, 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. 9, 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. 9, the Agent and the
Banks agree with the Borrower to amend the “Consolidated Net Worth” covenant regulated by
Clause 13.16 (ii) (Financial covenants—the Guarantor) and to amend and supplement the
Loan Agreement as set out herein.
	 
	2.2	 	Effective Date
	 
	 	 	The amendments set out in this Supplemental Agreement no. 9 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:






	 	“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 cumulative foreign translation adjustment and write-downs of
goodwill and/or non-amortizing intangible assets.






	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:






	 	“Supplemental 
Agreement no. 9” 	 	means a ninth supplemental agreement to this Agreement
dated 6 March 2009.




 









 












	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	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. 9 duly executed and signed by
the Borrower.
	 
	 	2.	 	An updated certificate of incorporation and articles of association of the
Borrower, Trico Shipping AS and the Guarantor;
	 
	 	3.	 	Board resolutions and PoA from the Borrower, Trico Shipping AS and the
Guarantor in respect of the execution of the Supplemental Agreement no. 9 and the
amendments contemplated thereby.






	5.	 	FEES AND EXPENSES
	 
	5.1	 	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. 9 and any documents relating thereto.
	 
	5.2	 	Non recoverable cost
	 
	 	 	The fees and expenses specified in this Clause 5 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.
	 
	6.	 	CONTINUED FORCE AND EFFECT
	 
	 	 	Except as set out in this Supplemental Agreement no. 9 and the Supplemental Agreements nos.
1-8, the Loan Agreement shall continue in full force and effect and the Loan Agreement,
Supplemental Agreements nos. 1-8 and this Supplemental Agreement no. 9 shall be read and
construed as one instrument.
	 
	7.	 	GOVERNING LAW
	 
	 	 	This Supplemental Agreement no. 9 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.





*****




 









 





EXECUTION PAGE



IN WITNESS WHEREOF the parties hereto have caused this Supplemental Agreement no. 9 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
	 
	 	 
	 

	 	 




Co-signed by Trico Shipping AS and Trico Supply AS, approving and acknowledging the contents of
this Supplemental Agreement no. 9.




	 	 	 
	SIGNED

	 	SIGNED
	TRICO SHIPPING AS

	 	TRICO SUPPLY AS
	as Parent

	 	as Guarantor