EXHIBIT 99.6

                                                                  CONFORMED COPY


Stolt Comex Seaway Finance B.V. (the "Borrower") and
Stolt Offshore SA (the "Guarantor")
c/o Stolt Offshore M.S. Limited,
1st Floor, Dolphin House,
Windmill Road, Sunbury-on-Thames,
Middlesex TW16 7HT,
England

For the attention of Jolanne Le-Faye/Bruno Chabas

                                                           Date 20 December 2002

Dear sirs,

US$440,000,000 Secured Multi-Currency Revolving Loan Facility

We refer to:-

(a)  a  Secured  Multi-Currency  Revolving  Loan  Facility  Agreement  dated  22
     September 2000 (the "Original  Agreement")  made between the Borrower,  the
     Guarantor,  the Banks, the Arrangers, the Agent, the Syndication Agents and
     the  Documentation  Agent  (as each of  those  capitalised  expressions  is
     defined in the  Original  Agreement)  as amended by a letter dated 24 April
     2001 and a letter dated 29 May 2002 (together the "Loan  Agreement") on the
     terms and subject to the  conditions  of which each of the Banks  agreed to
     advance to the Borrower its  respective  Commitment of an aggregate  amount
     not exceeding four hundred and forty million  Dollars  ($440,000,000)  (the
     "Facility"); and

(b)  the request of the Borrower and the  Guarantor  that an  Instructing  Group
     consent  to the  amendment  of  certain  of  the  financial  covenants  and
     calculations  contained  in the Loan  Agreement as set out in a letter from
     the Borrower to the Agent dated 27 November 2002 (the "Request").

This letter  sets out the terms and  conditions  upon which the Agent  acting on
behalf of an Instructing Group will consent to the Request.

<PAGE>

IT IS AGREED THAT:-

1    Interpretation

     1.1  In this Letter:-

          "Confirmation Deed" means the deed of confirmation and amendment to be
          given by the Shipowning  Guarantors to the Agent  substantially in the
          form of Schedule 4;

          "Confirmation  Letter" means the letter of  confirmation  addressed to
          the Agent to be signed by the  Managers  substantially  in the form of
          Schedule 5;

          "Effective  Date"  means the date on which the Agent  confirms  to the
          Borrower  that all of the  conditions  referred  to in Clause 2.1 have
          been  satisfied,  which  confirmation  the  Agent  shall  be  under no
          obligation  to give if an  Event  of  Default  or  Potential  Event of
          Default shall have occurred;

          "Mortgage  Addenda" means together (i) the Addendum to the Mortgage in
          relation  to m.v.  "LB 200" dated 22  September  2000 as amended by an
          addendum  thereto  dated 24 April 2001 and (ii) an Addendum to each of
          the  Mortgages  in  relation to m.v.  "SEAWAY  CONDOR",  m.v.  "SEAWAY
          HARRIER",  m.v.  "SEAWAY OSPREY" and m.v. "SEAWAY EAGLE" each dated 22
          September 2000, each such addenda to be made between the Agent and the
          relevant Shipowning Guarantor; and

          "this Letter" means this letter  including the  Acknowledgement  below
          and its Schedules.

     1.2  Words and  expressions  defined in the Loan  Agreement  shall have the
          same  meaning  when used in this Letter  unless the context  otherwise
          requires.  Clause 1.2 of the  Original  Agreement  shall  apply to the
          interpretation of this Letter as if it were set out in full.

2    Conditions

     2.1  Before Clause 4 of this Letter shall take effect,  the Borrower  shall
          deliver or cause to be  delivered  to or to the order of the Agent the
          following documents and evidence:-

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<PAGE>


          2.1.1     A certificate from a duly authorised  officer of each of the
                    Security  Parties (i) confirming  that none of the documents
                    delivered to the Agent  pursuant to clauses  3.1.1 and 3.1.4
                    of the Original  Agreement  have been amended or modified in
                    any way since the date of their  delivery  to the Agent,  or
                    copies,  certified  by a  duly  authorised  officer  of  the
                    Security Party in question as true,  complete,  accurate and
                    neither amended nor revoked,  of any which have been amended
                    or modified and (ii) setting out the names of the directors,
                    officers and (other than the Guarantor) the  Shareholders of
                    that Security Party.

          2.1.2     A copy,  certified  by a director  or the  secretary  of the
                    Security  Party in question as true,  complete  and accurate
                    and neither  amended nor  revoked,  of a  resolution  of the
                    directors  and a  resolution  of the  shareholders  of  each
                    Security Party  (together,  where  appropriate,  with signed
                    waivers  of  notice  of  any  directors'  or   shareholders'
                    meetings)  approving,   and  authorising  or  ratifying  the
                    execution  of  this  Letter,   the  Confirmation  Deed,  the
                    Confirmation Letter and the Mortgage Addenda.

          2.1.3     The notarially attested and legalised (in either case to the
                    extent required by applicable law) power of attorney of each
                    of  the  Security  Parties  under  which  this  Letter,  the
                    Confirmation Deed, the Confirmation  Letter and the Mortgage
                    Addenda is to be executed by that Security Party.

          2.1.4     Evidence of payment to the Agent of an amendment fee for the
                    account  of each of the  Banks  who  have  consented  to the
                    Request of nought  point three five per cent  (0.35%) of the
                    amount of their respective Proportionate Shares.

          2.1.5     This  Letter  (including  the  Acknowledgement  below),  the
                    Confirmation Deed, the Confirmation  Letter and the Mortgage
                    Addenda duly executed by all parties  thereto  together with
                    evidence of the  registration of the Mortgage Addenda at the
                    Panamanian and Liberian Ship Registries, as appropriate.

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<PAGE>

          2.1.6     Evidence  that  SNSA's  Liquidity  Line  (i) has  been  made
                    available  to members for the SO Group for a minimum  period
                    of twelve 12 months  starting from 28 November 2002 and (ii)
                    is  fully  subordinated  to  the  Facility  upon  terms  and
                    conditions acceptable to the Agent.

          2.1.7     Such  legal  opinions  as the  Agent on  behalf of the Banks
                    shall require.

     2.2  All  documents  and evidence  delivered to the Agent  pursuant to this
          Clause shall:-

          2.2.1     be in form and substance acceptable to the Agent;

          2.2.2     be  accompanied,  if required by the Agent,  by translations
                    into the English language,  certified in a manner acceptable
                    to the Agent;

          2.2.3     if required by the Agent, be certified, notarised, legalised
                    or attested in a manner acceptable to the Agent.

3    Representations and Warranties

     Each of the  representations  and  warranties  contained in clause 4 of the
     Original Agreement shall be deemed repeated by each of the Borrower and the
     Guarantor  at the  date  of  this  Letter  and at the  Effective  Date,  by
     reference to the facts and circumstances then pertaining,  as if references
     to the Security Documents included this Letter. Notwithstanding anything to
     the contrary,  the deemed repetition of the representation and warranty set
     forth in clause  4.14 of the  Original  Agreement  shall  relate to changes
     since 21 November 2002.

4    Amendments to Loan Agreement

     With effect from that  Effective  Date the  Original  Agreement  as amended
     shall be read and construed as though:-

     (a)  the address of the Borrower's registered office on page 1 were amended
          to read "Karel Doormanweg 25, 3115 JD Schiedam, The Netherlands";

     (b)  the  reference in clause 1.1.2 to "Clause  12.3.1(e)"  were amended to
          read "Clause 12.3.1(f)";

     (c)  the  definition  of "Default  Rate" in clause  1.1.23 were  amended to
          insert  the words  "and  applicable  Premium"  after  the  words  "the
          applicable Margin" in (ii);

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<PAGE>

     (d)  a new  definition  were  inserted at clause  1.1.69 as follows and the
          remaining clauses were renumbered accordingly:-

          ""Premium"  based on the ratio of Consolidated  Debt to EBITDA for the
          preceding four fiscal quarters  ("D/EBITDA") for the period commencing
          on 1  December  2002  and for the  remainder  of the  Facility  Period
          means:-

          (i)       0.00% where D/EBITDA is less than 2;

          (ii)      0.25% where  D/EBITDA is equal to or greater than 2 but less
                    than 3;

          (iii)     0.50% where D/EBITDA is equal to or greater  than 3 but less
                    than 4;

          (iv)      0.75% where  D/EBITDA is equal to or greater than 4 but less
                    than 5; and

          (v)       1.25% where D/EBITDA is equal to or greater than 5;

          Provided  however that each  applicable  Premium  shall  automatically
          increase by fifty per  cent(50%)  in the event of a Change of Control,
          unless  such  Change of Control is  acceptable  to all the Banks.  The
          Premium  shall be  calculated  by the Agent on each Margin Review Date
          commencing  30 November  2002 for the  succeeding  fiscal  quarter and
          shall be calculated based on the Consolidated  Debt as of the previous
          Margin Review Date over EBITDA for the four fiscal quarters,  the most
          recent of which shall have ended on the  previous  Margin  Review Date
          however for the fiscal quarter commencing on 1 December 2002 only, the
          applicable Premium shall be one per cent (1.00%).";

     (e)  a new  definition  were  inserted at clause  1.1.85 as follows and the
          remaining clauses were re numbered accordingly:-

          ""SNSA's  Liquidity  Line" means the  committed  line of credit in the
          amount  of fifty  million  Dollars  ($50,000,000)  to be  extended  by
          Stolt-Nielsen  Transportation Group Ltd (Liberia) to members of the SO
          Group for working  capital and other  corporate  purposes for a period
          ending  on or  after  28  November  2003,  the  availability  of  such
          committed line of credit to be guaranteed by SNSA.";

     (f)  clause 7.3 line 5, were amended by inserting the words "and applicable
          Premium" after the words "the applicable  Margin" and before the words
          ", (b) LIBOR and, ...";

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<PAGE>

     (g)  clause 9.2 were  amended (i) by  inserting  the words "and  applicable
          Premium" after the words "applicable Margin" and before the words "per
          annum" in line 2 and (ii) by inserting  the words "the  aggregate of "
          before the word  "Margin"  and  inserting  the words  "and  applicable
          Premium"  after the word  "Margin" and before the words "in effect" in
          line 6;

     (h)  a new clause 12.2.3(f) were inserted as follows:-

          "(f)  the  Guarantor's   consolidated   monthly   unaudited   internal
          management  accounting reports as soon as practicable but in any event
          not later than 35 days after the month end to which they relate.",

          and the full  stop at the end of clause  12.2.3(e)  were  deleted  and
          replaced by a semi colon;

     (i)  in clause  12.2.21,  (i) the  reference  in line 3 to  "fifty  million
          Dollars  ($50,000,000)"  were  deleted and  replaced by "seventy  five
          million Dollars ($75,000,000)" and (ii) for the purposes of the second
          sentence of this clause only,  the Facility  Period shall be deemed to
          commence on the Effective Date;

     (j)  clause  12.3.1 (a),  (b),  (c) and (d) was deleted and replaced by the
          following  and the existing  clause 12.3.1 (e) was  renumbered  clause
          12.3.1. (f):-

          "(a) maintain  a  Consolidated  Tangible  Net  Worth of not less  than
               $475,000,000  or the equivalent in any other currency which shall
               be increased on an annual basis  calculated as of the end of each
               fiscal year by an amount equal to 50% of annual  consolidated net
               income (to the extent positive) from 30 November 2002;

          (b)  maintain a Consolidated  Debt to Consolidated  Tangible Net Worth
               ratio of a maximum of 1.00:1.00 as  calculated at the end of each
               fiscal quarter;

          (c)  on a rolling four fiscal quarter basis, maintain a D/EBITDA ratio
               of a maximum of:-

               5:1 during the period  commencing on 1 September  2002 and ending
               30 November 2002;

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<PAGE>

               6:1 during the period commencing on 1 December 2002 and ending on
               28 February 2003;

               6:1 during the period commencing on 1 March 2003 and ending on 31
               May 2003;

               4.75:1 during the period  commencing on 1 June 2003 and ending on
               31 August 2003;

               4.00:1  during  the period  commencing  on 1  September  2003 and
               ending on 30 November 2003; and

               3.50:1 during the period commencing on 1 December 2003 and ending
               on the last day of the Facility Period;

          (d)  ensure  that any  inter-company  debt due from SNSA or any of its
               Subsidiaries  (not  including  the SO Group) to the SO Group does
               not at any one time exceed fifty million Dollars ($50,000,000) in
               aggregate or its equivalent amount in any other currency provided
               that the  Guarantor  shall  procure  that no  inter-company  debt
               whatsoever  shall be advanced to SNSA or any of its  subsidiaries
               if an Event of Default or Potential Event of Default has occurred
               and is continuing;

          (e)  ensure that SNSA's Liquidity Line (i) shall be fully subordinated
               to the Facility  throughout  the  Facility  Period upon terms and
               conditions  acceptable to the Banks in their sole discretion upon
               the  occurrence  of an Event of  Default  (ii)  shall not  exceed
               $50,000,000  in  aggregate  and  (iii)  shall not be repaid if an
               Event of Default or  Potential  Event of Default has occurred and
               is  continuing  or an  Event of  Default  or  Potential  Event of
               Default would occur as a result of such repayment.

               For the purposes of this Clause 12.3.1 (i)  Subordinated  Debt in
               an amount of up to one hundred million Dollars  ($100,000,000) or
               the  equivalent in any other  currency and (ii) SNSA's  Liquidity
               Line shall not be included in the calculation of (i) Consolidated
               Debt to  Consolidated  Tangible Net Worth and (ii) D/EBITDA,  for
               covenant  calculation  purposes  but  shall be  included  for the
               purposes of calculating the applicable  Margin and the applicable
               Premium.";

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<PAGE>

     (k)  schedules 1 and 3 were  deleted and  replaced by  Schedules 1 and 3 to
          this Letter; and

     (l)  schedule 5 were  deleted and replaced by the form of  certificate  set
          forth in Schedule 6 of this Letter.

5    Confirmation and Undertaking

     5.1  In consideration of the agreement of the Agent (acting on behalf of an
          Instructing Group) contained in this Letter,  each of the Borrower and
          the Guarantor confirms that all of its respective obligations under or
          pursuant  to the Loan  Agreement  remain  in full  force  and  effect,
          despite the  amendments to the Loan  Agreement  made in or pursuant to
          this Letter, as if all references in any of the Security  Documents to
          the Loan Agreement  (however  described)  were  references to the Loan
          Agreement as amended and supplemented by this Letter.

     5.2  The  definition  of any term defined in any of the Security  Documents
          shall, to the extent necessary,  be modified to reflect the amendments
          to the Loan Agreement made in or pursuant to this Letter.

     5.3  In consideration of the consent of the Agent contained in this Letter,
          each of the Borrower and the Guarantor agrees that:-

          5.3.1     it will not repay  any sums due and owing or any other  sums
                    howsoever   payable  by  it  under  or  pursuant  to  SNSA's
                    Liquidity  Line if an Event of Default has  occurred  and is
                    continuing  or an Event of  Default  or  Potential  Event of
                    Default would occur as a result of such repayment;

          5.3.2     immediately  upon  receiving  monies  under or  pursuant  to
                    SNSA's  Liquidity Line it will execute a Promissory  Note in
                    the  form  attached  at  Schedule  7  to  this  Letter  (the
                    "Promissory  Note") and deliver a certified copy of the same
                    to the Agent; and

          5.3.3     any  funds  received  by it  under  or  pursuant  to  SNSA's
                    Liquidity  Line shall at all times  throughout  the Facility
                    Period be fully  subordinated to the Facility upon the terms
                    set out in the Promissory Note.

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<PAGE>

6    Communications, Law and Jurisdiction

     The provisions of clauses 18 (Communications) and 21 (Law and Jurisdiction)
     of the  Original  Agreement  shall apply to this Letter as if they were set
     out in full and as if references to the Original  Agreement were references
     to this Letter.

7    Miscellaneous

     Clauses 19.7,  20.2,  20.20 and 20.21 of the Original  Agreement as amended
     shall (mutatis mutandis) apply to this Letter.

                                Yours faithfully

/s/ BERIT L. HENRIKSEN                                  /s/ ALFRED C. JONES, III
Berit L. Henriksen                                      Alfred C. Jones, III
Executive Vice President                                Senior Vice President
and General Manager                                     and General Counsel


                              For and on behalf of
                               Den norske Bank ASA
               (as Agent acting on behalf of an Instructing Group)

                                       9
<PAGE>

                                 Acknowledgement

To:      Den norske Bank ASA
         (as Agent acting on behalf of
         an Instructing Group)

We confirm that we agree to the amendments to the Loan Agreement  subject to and
upon the terms and conditions contained in the above Letter.

Dated    3 January 2003



/s/ JOHAN RASMUSSEN                             /s/ JACOB STOLT-NIELSEN
duly authorised attorney-in-fact                duly authorised attorney-in-fact
for and on behalf of                            for and on behalf of
Stolt Comex Seaway Finance B.V.                 Stolt Offshore S.A.


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