exv10w1






Exhibit 10.1









TRICO SHIPPING AS HAS AMENDED THE RECORD DATE AND EXPIRATION DATE




under its



Solicitation of Consents and Waivers in Respect of all $400,000,000

Outstanding 11 7/8% Senior Secured Notes Due 2014

(CUSIP Nos. 89612BAA6 and R92856AA2)



          Trico Shipping AS hereby amends the terms set forth in the amended consent solicitation
statement, dated as of November 24, 2010, pursuant to which we are soliciting consents from the
Holders of our outstanding 11 7/8% Senior Secured Notes due 2014, which we refer to as the “Notes,”
to (i) modify and/or waive certain provisions contained in the indenture pursuant to which the
Notes were issued, dated as of October 30, 2009, among us, as issuer, the guarantors identified
therein and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.),
as trustee thereunder (the “Trustee”) (as amended by the First Supplemental Indenture, dated as of
June 25, 2010 and the Second Supplemental Indenture, dated as of September 21, 2010, referred
to hereafter as the “Indenture”), and (ii) make certain other amendments, supplements and
waivers to any of the covenants and related definitions in the Indenture or in other related
agreements and documents reasonably necessary or appropriate to implement the foregoing, as
follows:





	 	1.	 	The term “Holders” is amended to mean those holders of record at the close of business
on December 7, 2010, which we refer to as the “Record Date,” as reflected in the records of
the Trustee.
	 
	 	2.	 	The Expiration Date is amended to mean 5:00 p.m., Eastern Time, on December 13, 2010.





          Holders may deliver their consents and waivers by means of the previously distributed Letter
of Consent and Waiver which shall be deemed to reflect the foregoing amendments. Except as amended
by the foregoing amendment, the solicitation of consents and waivers and related documentation are
unchanged.




Solicitation Agent




Evercore Partners

55 East 52nd Street

New York, New York 10055

(212) 822-7584



December 7, 2010








 









 










SOLICITATION OF CONSENT AND WAIVER

Relating to the

$400,000,000 of 11 7/8% Senior Secured Notes Due 2014

CUSIP Nos. 89612BAA6 and R92856AA2

of

Trico Shipping AS




     In order to give its consent, a Holder should mail, hand deliver, send by overnight courier or
by facsimile or electronic transmission (in each case, confirmed by physical delivery) a properly
completed and duly executed letter of consent, and any other required document, to the Tabulation
Agent at its address set forth below. Any questions or requests for assistance or for additional
copies of this consent solicitation statement or related documents may be directed to the
Information Agent at one of its telephone numbers set forth below. A Holder (or a beneficial owner
that is not a Holder) may also contact the Information Agent at their respective telephone numbers
set forth below or its broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the solicitation.



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 the
Solicitation Agent, Evercore Partners, at the following telephone number: (212) 822-7584.









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