exv10w2






Exhibit 10.2









Amended Letter of Consent and Waiver

$400,000,000




TRICO SHIPPING AS



Solicitation of Consents and Waivers in Respect of all Outstanding

11 7⁄8% Senior Secured Notes Due 2014 (CUSIP Nos. 89612BAA6 and R92856AA2)

(the “Notes”)



Pursuant to the Consent Solicitation Statement dated November 24, 2010



The Tabulation Agent and Information Agent for the solicitation is:



Deutsche Bank National Trust Company



	 	 	 

	By Regular Mail:

	 	By Hand or Overnight Courier:
	 
	 	 
	DB Services Americas, Inc

	 	DB Services Americas, Inc
	MS JCK01-0218

	 	MS JCK01-0218
	5022 Gate Parkway, Suite 200

	 	5022 Gate Parkway, Suite 200
	Jacksonville, FL 32256

	 	Jacksonville, FL 32256
	 

	 	Attention: Security Holder Relations






By Facsimile (for Eligible Institutions only):

(615) 866-3889




For Information or Confirmation by Telephone:



1-800-735-7777, option 1



     Questions concerning the terms of the consent solicitation should be directed to Evercore
Partners at the following telephone number: (212) 822-7584.


The solicitation is being made by Trico Shipping AS (the “Company”) pursuant to the consent
solicitation statement dated November 24, 2010 (the “Consent Solicitation Statement”), only to
registered holders (“Holders”) of the Notes. For purposes of the solicitation, The Depository Trust
Company (“DTC”) has given an omnibus proxy to and otherwise authorized the DTC participants set
forth in the position listing of DTC as of the close of business on November 24, 2010 (the “Record
Date”) to execute a letter of consent and waiver on behalf of Holders of the Notes held of record
in the name of DTC or the name of its nominee. Accordingly, consents and waivers will be accepted
from DTC participants on behalf of such Holders. Consents and waivers will also be accepted from
any other person who has obtained a proxy in a form reasonably acceptable to the Company (a form of
which is included herewith) which authorizes such other person (or person claiming title by or
through such other person) to deliver a consent and waiver on behalf of such Holder. The consent
solicitation will expire at 5:00 p.m., Eastern Time, on



















 












December 8, 2010 (the “Expiration Date”). Any beneficial owner whose Notes are held through a
broker, dealer, commercial bank, trust company or other nominee and who wishes to consent should
contact the Holder of its Notes promptly and instruct such Holder to consent on its behalf.




     Holders who wish to consent to the Proposed Amendment must deliver their properly completed
and executed letter of consent and waiver by facsimile transmission, or by overnight courier, hand
delivery or mail, to the Tabulation Agent (and not to the Company) at its facsimile number or
address set forth above for receipt prior to the Expiration Date. However, the Company reserves the
right to accept any consent received by it, the trustee or the Tabulation Agent. The method of
delivery of this letter of consent and waiver and all other required documents to the Tabulation
Agent is at the risk of the Holder, and the delivery will be deemed made only when actually
received by the Tabulation Agent. In all cases, sufficient time should be allowed to assure timely
delivery. No letter of consent and waiver should be sent to any person other than the Tabulation
Agent.



     HOLDERS ARE URGED TO READ THE CONSENT SOLICIATION STATEMENT PRIOR TO CONSENTING TO THE
PROPOSED AMENDMENTS.


















 










AMENDED CONSENT



Ladies and Gentlemen:




     The undersigned acknowledges (i) receipt of the Consent Solicitation Statement and (ii) that
the terms and conditions of the Consent Solicitation Statement shall be incorporated in, and form a
part of, this letter of consent and waiver, which shall be read and construed accordingly.



     The undersigned hereby represents and warrants that (i) the undersigned is a Holder of the
Notes indicated in the Signature Annex and has full power and authority to take the action
indicated below in respect of such notes, (ii) in evaluating the solicitation, the undersigned has
made its own independent appraisal of the solicitation and is not relying on any statement,
representation or warranty, express or implied, made by the trustee, the Tabulation Agent, the
Information Agent or the Solicitation Agent not contained in the Consent Solicitation Statement or
this letter of consent and waiver, and (iii) the undersigned is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company. The
representations of the undersigned shall be deemed to be repeated and reconfirmed at the time the
Third Supplemental Indenture is executed. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Company to be necessary or desirable to properly deliver the
undersigned’s consent.



     In addition, the undersigned acknowledges that, (i) the undersigned must comply with the
provisions of this letter of consent and waiver, and complete the information required herein, to
validly consent to the Proposed Amendment set forth in the Consent Solicitation Statement and (ii)
a letter of consent and waiver delivered pursuant to any one of the procedures described under the
heading “The Consent Solicitation—How to Consent” in the Consent Solicitation Statement will
constitute a binding agreement between the undersigned and the Company subject to the terms of the
solicitation.



     Provided the requisite consents are received, the undersigned acknowledges that the Company
and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.) (the
“Trustee”) intend to execute a third supplement to the indenture dated as of October 30, 2009,
among 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 Notes. However, the undersigned also
acknowledges that the effectiveness of the Proposed Amendment is conditioned upon the Company
having obtained waivers or consents or amendments from the lenders under the Priority Credit
Facility and the Working Capital Facility such that the execution of the Third Supplemental
Indenture shall not constitute a default thereunder, with terms and conditions of any such waivers,
consents and amendments substantially similar to those in the Third Supplemental Indenture.

















 










     The undersigned further acknowledges that by submitting this letter of consent and waiver,
with respect to the aggregate principal amount of the Notes specified by the undersigned in the
Signature Annex it is: (a) giving its consent to the Proposed Amendment; (b) directing the Trustee
to execute the Third Supplemental Indenture to give effect to the Proposed Amendment described
therein; (c) directing the Collateral Agent to execute any necessary amendments to the Collateral
Agency and Intercreditor Agreement and the Security Documents; and (d) waiving and releasing, as
against any of the Company, the Information Agent, the Tabulation Agent, the Solicitation Agent,
the Trustee or the Collateral Agent and their respective officers, employees, attorneys, advisors,
directors and affiliates, any objections, claims and causes of action in respect of or related to
the Proposed Amendment and the implementation thereof, including any future defaults under the
Indenture with respect to the covenants and provisions that would be eliminated or modified if the
Requisite Consents are obtained, and irrevocably waiving application of such provisions as to the
Notes to which its consent relates, whether or not the Requisite Consents are obtained.



     All authority conferred or agreed to be conferred in this letter of consent and waiver shall
be binding upon the successors, assigns, heirs, executors, administrators and legal representatives
of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the
undersigned.



     Capitalized terms used in this letter of consent and waiver that are not otherwise defined
have the meanings set forth in the Consent Solicitation Statement.





















 











SIGNATURE ANNEX




Trico Shipping AS — Consent Solicitation Statement, dated November 24, 2010



     Only this signature page need be faxed in order to give your consent. A DTC participant must
execute this letter of consent and waiver exactly as its name appears on DTC’s position listing as
of the record date.



	 	 	 	 	 	 	 

	1.

	 	The DTC participant signing this Signature Annex is:
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Participant Account Number:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Company Name:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Contact Person:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Mailing Address:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tax Identification Number:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	E-mail address:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	2.	 	The notes with respect to which this Signature Annex relates and with respect to which you
consent to the proposed amendment are:






	 	 	 	 	 	 	 	 	 
	 	 	Title	 	CUSIP	 	Principal Amount(s)
	 

	 	11 7⁄8% Senior Secured Notes due 2014
	 	89611BAA6
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	R92856AA2	 	 







	3.	 	Provide the Unique Reference Identifier for this Consent as a seven-digit number that starts
with your 4-digit participant account number and ends with a sequential number that you
choose. For example, if your participant account number is 902, then you might use 0902001 for
your first Consent and 0902002 for your second Consent.





o      o      o      o      o     
o      o     



If two or more Signature Annexes have the same Unique Reference Identifier, they may all be
considered effective.




	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 
	4.	 	The undersigned hereby makes all acknowledgments, representations, warranties, agreements,
authorizations and directions to the Trustee described in the letter of consent and waiver and
the consent solicitation statement to which this Signature Annex relates.
	 
	 	 	 	 	 	 
	 

	 	Signature of Authorized Signatory:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name of Authorized Signatory:	 	 	 	 
	 

	 	 	 	 











 









 













FORM OF PROXY




     The undersigned hereby irrevocably appoints _______________________ as attorney and proxy of
the undersigned, with full power of substitution, to execute and deliver the letter of consent and
waiver on which this form of proxy is set forth and/or the letter of instruction with respect to
book entry transfer participant, in each case with respect to the notes in accordance with the
terms of the solicitation described in the consent solicitation statement, with all the power the
undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH
AN INTEREST AND SHALL EXPIRE ON THE DATE THE PROPOSED AMENDMENT BECOMES EFFECTIVE. The aggregate
principal amount of the notes held by you as of the record date as to which this proxy is given is
set forth below (FILL IN AMOUNT):



     $______________________ of the 11 7⁄8% Senior Secured Notes due 2014.



     This proxy must be signed by the undersigned holder or beneficial owner(s) of the principal
amount of the notes specified above; and the undersigned acknowledges that this proxy relates to
the aggregate principal amount of the notes the undersigned specified above.




	 	 	 

	SIGN HERE

	 
	 	 
	Name
of holder or beneficial
owner(s):


	 
	 	 
	 Signature(s):


	 
	 	 
	Name(s) (please print):


	 
	 	 
	Address:


	 
	 	 
	 

	 
	 	 
	Telephone Number:


	 
	 	 
	Taxpayer Identification or Social Security Number:


	 
	 	 
	Date:













 











 









STATE OF ___________________________



COUNTY OF _________________________




     Before me, _____________________, a notary public, on this day personally appeared
______________________, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he/she executed the same for the purpose and consideration
therein expressed. Given under my hand and seal of office this ____ day of ___________, 2010.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public