exv10w4










Exhibit 10.4










Amended Solicitation of Consents and Waivers

in Respect of all Outstanding 11 7⁄8% Senior Secured Notes Due 2014

(CUSIP Nos. 89612BAA6 and R92856AA2)

of




TRICO SHIPPING AS


To Our Clients:




     We are enclosing herewith for your consideration a consent solicitation statement, dated
November 24, 2010 (the “Consent Solicitation Statement”), of Trico Shipping AS, a Norwegian limited
company (the “Company”), and a related letter of consent and waiver (the “Letter of Consent and
Waiver”), relating to the proposed amendment (the “Proposed Amendment”) to amend the indenture
dated as of October 30, 2009 among the Company, the guarantors identified therein and Deutsche Bank
National Trust Company (as successor trustee to Wells Fargo Bank N.A.), as trustee thereunder (as
amended by the First Supplemental Indenture, dated as of June 25, 2010 and the Second Supplemental
Indenture, dated as of September 21, 2010, the “Indenture”), governing the 11 7⁄8% Senior Secured
Notes due 2014 (the “Notes”). You can read the full and complete terms of the Proposed Amendment to
the Indenture, which are set forth in the Consent Solicitation Statement.



     By consenting to the Proposed Amendment, you are also agreeing to waive any objections, claims
and causes of action with respect to the Proposed Amendment and the implementation thereof,
including any future defaults under the Indenture with respect to the provisions that would be
modified if the requisite consents are obtained; and you hereby irrevocably waive application of
such provisions as to the Notes to which your consent relates, whether or not the Requisite
Consents are obtained.


The solicitation is being made to all registered Holders of the Notes as shown in the records of
the trustee as of the close of business on November 24, 2010 (the “Record Date”) and their duly
appointed proxies. As of the close of business on the Record Date, the entire outstanding aggregate
principal amount of the Notes was held by The Depository Trust Company (“DTC”) or its nominee for
the accounts of participants in DTC (“DTC participants”). Such registered holders and DTC
participants are referred to herein as “Holders.” The consent solicitation will expire at 5:00
p.m., Eastern Time, on December 8, 2010.




     We are the Holder of outstanding Notes held by us for your account through the facilities of
DTC. Consent by Holders of such outstanding Notes can be made only by us as the Holder as of the
Record Date, and only pursuant to your instructions. We request instructions as to whether you wish
us to consent to the Proposed Amendment and the Proposed Waiver pursuant to the terms set forth in
the Consent Solicitation Statement and Letter of Consent and Waiver.











 









 












     The accompanying Letter of Consent and Waiver is furnished to you for your information only
and cannot be used by you to consent to the Proposed Amendment and the Proposed Waiver for the
Notes held by us for your account.



     If you wish for us to submit a consent for any portion or the entire aggregate principal
amount of the Notes which we hold for your account, please so instruct us by completing, executing
and returning to us the letter of instruction set forth on the last page of this letter. Unless
otherwise specified in the letter of instruction, if you authorize us to consent, we will consent
with respect to the entire aggregate principal amount of the Notes which we hold for your account.
We note that the Proposed Amendment will not be effective without consent of Holders of 100% of the
Notes.



     The Company has retained Deutsche Bank National Trust Company as the Information Agent to
provide information in connection with the solicitation. Requests for assistance in filling out and
delivering the attached letter of instruction or for additional copies of the Consent Solicitation
Statement may be directed to the Information Agent at its address and telephone number set forth on
the back cover page of the Consent Solicitation Statement.








 









 














AMENDED LETTER OF INSTRUCTION

WITH RESPECT TO BOOK ENTRY TRANSFER PARTICIPANT




PLEASE RETURN YOUR INSTRUCTIONS TO US PROMPTLY.


To DTC Participant:




     The undersigned hereby acknowledges receipt of the consent solicitation statement and the
accompanying letter of consent and waiver relating to the solicitation of consents by Trico
Shipping AS (the “Company”) to the proposed amendment (the “Proposed Amendment”) to amend or waive
certain terms of the indenture, dated as of October 30, 2009, by and between the Company, the
Guarantors named therein and Deutsche Bank National Trust Company (as successor trustee to Wells
Fargo Bank, N.A.), as trustee thereunder (as amended by the First Supplemental Indenture, dated as
of June 25, 2010 and the Second Supplemental Indenture, dated as of September 21, 2010, the
“Indenture”), governing the Company’s 11 7⁄8% Senior Secured Notes due 2014 (the “Notes”). The
Proposed Amendment and the Proposed Waiver to the Indenture is more fully described in the consent
solicitation statement.


By consenting to the Proposed Amendment and the Proposed Waiver, the undersigned is also agreeing
to waive any objections, claims and causes of action with respect to the Proposed Amendment and the
Proposed Waiver and the implementation thereof, including any future defaults under the Indenture
with respect to the provisions that would be modified if the consent of the entirety of the
aggregate principal amount of the Notes outstanding as of November 24, 2010 (the “Record Date”) are
obtained; and the undersigned hereby irrevocably waives application of such provisions as to the
Notes to which its consent relates, whether or not the Requisite Consents are obtained. The
consent solicitation will expire at 5:00 p.m., Eastern Time, on December 8, 2010.




     INSTRUCTION TO DELIVER CONSENT: The undersigned beneficial owner of Notes hereby instructs the
Holder of such notes to deliver a consent to the Proposed Amendment with respect to the aggregate
principal amount indicated below (or if no aggregate principal amount is indicated below, the
entire aggregate principal amount of Notes which such Holder holds for the account of the
undersigned), upon the terms set forth in the consent solicitation statement and the related letter
of consent and waiver.



     The aggregate principal amount of the Notes held by you for the account of the undersigned is
(FILL IN AMOUNT):




	          $_______________* of the 11 7⁄8% Senior Secured Notes due 2014






 




	*	 	If no aggregate principal amount is provided in this space
and this letter of instruction is signed below, the Holder is authorized to
deliver a consent with respect to the entire aggregate principal amount which
such Holder holds for the undersigned’s account.











 









 












     The undersigned acknowledges that by submitting these instructions, it is instructing you to
consent to the Proposed Amendment and the Proposed Waiver with respect to the aggregate principal
amount of the Notes specified above; and that these instructions relate to the aggregate principal
amount of the Notes the undersigned specified.



	 	 	 

	SIGN HERE

	 
	 	 
	Name of beneficial owner(s):


	 
	 	 
	 Signature(s):


	 
	 	 
	Name(s) (please print):


	 
	 	 
	Address:


	 
	 	 
	Telephone Number:


	 
	 	 
	Taxpayer Identification or Social Security Number:


	 
	 	 
	Date: