SUPPLEMENTAL AGREEMENT

 

BETWEEN

 

TRICO SHIPPING AS

(formerly Saevik Shipping AS)

(as BORROWER)

 

AND

 

NEDSHIP BANK N.V.

(formerly Nederlandse Scheepshypoteekbank N.V.)

acting through its Norwegian branch

Nedship Bank (Nordic)

UNIBANK OF DENMARK (UNIBANK A/S) Singapore Branch

DEN NORSKE BANK ASA

(as BANKS)

 

AND

 

DEN NORSKE BANK ASA

(AS AGENT)

 

THIS SUPPLEMENTAL AGREEMENT (hereinafter called the "SupplementalAgreement") IS MADE THE 13TH DAY OF APRIL 2000 BETWEEN

1. **TRICO SHIPPING AS**P.O. Box 856090 FosnavagNorwayTelephone No. +47 70 08 10 20Telefax No. +47 70 08 93 27(hereinafter called the "Borrower") and

2. **THE BANKS AND FINANCIAL INSTITUTIONS**which names and addresses are listed in Appendix 9 to the Agreement

3. **DEN NORSKE BANK ASA**5020 BergenNorwayTelephone No. +47 55 21 10 00Telefax No. +47 55 21 19 24(as "Agent").

 

WHEREAS:

A. Pursuant to a reducing revolving credit facility agreement dated		23 June 1998, supplemented by a letter dated 21 April 1999, (hereinafter		referred to as the "Loan Agreement"), the Banks has granted		the Borrower a reducing revolving credit facility in the equivalent		amount of NOK 650,000,000.-, which should have been reduced to the		equivalent amount of NOK 500,000,000.- on 28 December 1999.

B. The Borrower has requested the Banks consent to postpone the		repayment of the Deferred Amount (as defined below) until the Final		Maturity Date (the "Deferment").

C. The Banks by a facility letter dated 23 December 1999 have given		their consent to the Deferment, each Bank participating with the		Participation Amounts (as defined below) (i.e. with amounts proportional		to each Bank's original commitment), subject to that the Deferred Amount		will be utilised on a separate and individual basis under the Loan		Agreement and subject to the conditions set out in this Supplemental		Agreement.

D. The Borrower has requested the Banks consent to change the		registry for the vessel MV "Northern Comrade" from Norwegian		Ordinary Register of ships ("NOR") to Norwegian International		Register of ships ("NIS").

E. The Borrower has requested the Banks consent to change the		registry for the vessel MV "Northern Supporter" from NOR to		Registry of Shipping and Seaman, Cardiff, United Kingdom ("RSS").

F. The Banks, having 1. priority mortgages on the vessels referred to		above, by a letter dated 25 February 2000 have given their consent to		the requested changes set forth in Recital D and E subject to the		conditions set out in this Supplemental Agreement.

G. This Supplemental Agreement shall be construed as being in all		respects supplemental to the Loan Agreement.

 

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

1. Definitions

1.01.

In this Supplemental Agreement, unless the context otherwise requires, termsdefined in the Loan Agreement shall bear the same meaning when used herein. Inaddition, the Loan Agreement means the Loan Agreement as supplemented andamended by this Supplemental Agreement.

1.02.

In this Supplemental Agreement the following words and expressions shall havethe meaning set opposite them below;

"Second Corona Mortgage" means the second priority Bahamian mortgage on the vesselCorona in favour of the Agent on behalf of the Banks and in form and substanceacceptable to the Agent;

"Second Corona Deed**of Covenants"** means a deed of covenants executed by the Borrower infavour of the Agent on behalf of the Banks in respect of the Second CoronaMortgage and in form and substance acceptable to the Agent;

"Deferred Amount" means the Reduction Amount, i.e. theequivalent amount of NOK 50,000,000.-, which was due on the Reduction Datefalling on 28 December 1999;

"Effective Date" means the day when all						conditions set forth in Clause 3.01 (i) below are						fulfilled by the Borrower;

"Guarantor's**Confirmation"** means the confirmation in form						and substance as set out in Exhibit 1 hereto;

"Participation**Amount(s)"**  

 Den norske Bank ASA NOK						21,153,846.-

Nedship Bank N.V. NOK 14,423,077.-

Unibank of Denmark NOK 14,423,077.-;

"Original Facility**Amount"** means the Facility Amount as of the					Reduction Date falling on 28 December 1999, i.e. the					equivalent amount of NOK 500,000,000.-;

"Second Effective**Date"** means the day when all conditions set forth in				Clause 3.01 (iii) below are fulfilled by the Borrower.

 

2. Representation and Warranties

2.01.

The Borrower shall by signing this Supplemental Agreement be deemed		to have made to the Agent and the Banks the representations and warranties as set out in		Clause 3.01. of the Loan Agreement.

 

3. Conditions

3.01.

The obligation of the Bank to accept the Borrower's request as set forth inRecital B, D and E above shall be subject to the condition that the Agent onbehalf of the Banks has received the following documents in a form satisfactoryto the Agent and its legal advisers;

(i) In respect of the request set forth in Recital B above:-

> 
a) an executed copy of this Supplemental Agreement;

b) the Company Certificate in respect of the Borrower with attached		copies of (i) the Articles of Association of the Borrower and (ii) the		resolutions of the Board of Directors evidencing approval of this		Supplemental Agreement as the Borrower is a party to, and authorising		its appropriate officer or officers or other representatives to execute		the same on its behalf, or other authorisations as shall be acceptable		to the Agent on behalf of the Banks, certifying the identities of its		officers and directors;

c) the Company Certificate of the Guarantor with attached copies of (i)		the Articles of Association of the Guarantor and (ii) the resolutions of		the Board of Directors of the Guarantor evidencing knowledge of this		Supplemental Agreement, the increase of the Facility Amount and the		acceptance of the continuation of the Guarantee and the Guarantor's		Declaration;

d) the Guarantor's Confirmation;

e) a declaration from Eksportfinans ASA in respect of the		co-ordination agreement in form and substance acceptable to the Agent;

f) the Second Corona Mortgage;

g) the Second Corona Deed of Covenants; and

h) legal opinion(s) from such counsel in such jurisdictions as the		Agent may reasonably have requested addressing questions or		circumstances of relevance to this Supplemental Agreement and any other		related document.

 

(ii) In respect of the request set forth in Recital D above:-

> 
a) the resolutions of the Board of Directors resolving the change of		registry from NOR to NIS and the continuance of the 1. priority mortgage		on the vessel MV "Northern Comrade" and evidencing approval of		this Supplemental Agreement as the Borrower is a party to, and		authorising its appropriate officer or officers or other representatives		to execute the same on its behalf, or other authorisations as shall be		acceptable to the Agent on behalf of the Banks, certifying the		identities of its officers and directors;

b) confirmation from the insurance companies that all insurances		taken out on MV "Northern Comrade" will be maintained in their		present form and with the Agent noted as mortgageee; and

c) confirmation from NIS confirming the registration of the mortgage		on MV "Northern Comrade" with 1. priority.

 

(iii) In respect of the request set forth in Recital E above in		addition to the conditions set out in Clause 3.01 (i) a) and h):-

> 
a) the resolutions of the Board of Directors resolving the change of		registry from NOR to RSS and evidencing approval of the new security		documents concerning Supporter (as defined below) and this Supplemental		Agreement as the Borrower is a party to, and authorising its appropriate		officer or officers or other representatives to execute the same on its		behalf, or other authorisations as shall be acceptable to the Agent on		behalf of the Banks, certifying the identities of its officers and		directors;

b) the Supporter Mortgage (as defined below);

c) the Supporter Deed of Covenants (as defined below);

d) confirmation from the insurance companies that all insurances		taken out on Supporter will be maintained in their present form and with		the Agent noted as mortgagee;

e) confirmation/transcript of registry from RSS confirming the		registration of the mortgage on Supporter with 1. priority; and

f) any necessary licences and/or permissions required for the entry		in RSS. 

3.02.

Further the obligation of the Banks to accept the Borrower's request setforth in Recital B, D and E above shall be subject to that the Borrower shallpay to the Agent on behalf of the Banks on demand all cost, expenses anddisbursement (including, but not limited to legal fees and printing, publicationand travelling expenses) incurred by the Agent and/or the Banks in thenegotiation, preparation and completion of this Supplemental Agreement and themaintenance, protection and enforcement of any of their rights hereunder.

Furthermore the Borrower shall in respect of the request set forth in RecitalB above pay to the Agent for distributions to the Banks a flat fee of NOK30,000.-. The fee is payable on 28. December 1999.

 

4. Amendments to the Loan Agreement

With effect on and from the Effective Date, the Loan Agreement shall beamended in the following respect:-

4.01.

2. Definitions

a) The following definitions shall be amended and read as				follows:-

"Facility Amount" the aggregate of the Commitments				of all of the Banks not exceeding the aggregate of the Original				Facility Amount and the Deferred Amount as reduced in accordance				with the provisions of this Agreement, respectively.

"Fleet Mortgage" a first priority mortgage on each				of the Vessels, save for Corona, in the amount of NOK				715,000,000.- executed by the Borrower in favour of the Agent on				behalf of the Banks, substantially in the terms and form as set				out in Appendix 2 hereto.

"Margin" means, for the Original Facility Amount,				zeropointseventy per cent (0,70%) per annum from the first				Drawdown Date and until 30 June 2000 and thereafter throughout				the Loan Period zeropointseventyfive per cent (0,75%) per annum.

"Security Documents" the Fleet Mortgage, the				Clipper Mortgage, the Corona Mortgage, the Second Corona				Mortgage, the Assignment of Earnings, the Declaration of Pledge,				the Corona Deed of Covenants, the Second Corona Deed of				Covenants, the Guarantee and the Assignment of Insurances.

From the Second Effective Date the definition of Fleet				Mortgage shall be amended by inserting behind the word "Corona" the words				"and Supporter". The definition of Security Documents shall as of the same be amended by inserting behind				the word "Insurances" the words ",the Supporter Mortgage and the Supporter Deed of				Covenants".

b) The following definitions shall be inserted and read as				follows:-

"Corona" the M/V "NORTHERN CORONA" built				1992, registered in the Borrower's name at the port of Nassau,				Bahamas, with official number 732217.

"Corona Deed of Covenants" a deed of covenants				executed by the Borrower in favour of the Agent on behalf of the				Banks in respect of the Corona Mortgage.

"Corona Mortgage" a first priority Bahamian				mortgage on the vessel Corona in the amount of NOK 715,000,000.-				executed by the Borrower in favour of the Agent on behalf of the				Banks.

"Margin 2" means, for the Deferred Amount,				onepointzerozero per cent (1,00%) per annum from the first				Drawdown Date and throughout the Loan Period.

c) The following definitions shall be inserted and have				identical signification as set out in article 1.02. of this Supplemental Agreement:-

"Deferred Amount"

"Original Facility Amount"

"Second Corona Mortgage"

"Second Corona Deed of Covenants"

d) From the Second Effective Date the following definitions				shall be inserted and read as follows:-

"Supporter" the MV "NORTHERN SUPPORTER"				built in 1996, registered in the Borrower's name in the Registry				of Shipping and Seaman, Cardiff, United Kingdom (RSS) and having				its homeport in Aberdeen, Scotland.

"Supporter Deed of Covenants" a deed of covenants executed by the Borrower				in favour of the Agent on behalf of the Banks in respect of the				Supporter Mortgage and in form and substance acceptable to the				Agent.

"Supporter Mortgage" a first priority British				mortgage on the vessel Supporter executed by the Borrower in				favour of the Agent on behalf of the Banks and in form and				substance acceptable to the Agent.

4.02.

3. Representations and Warranties

3.01. j) (i) shall be amended and read as follows:-

"in the absolute and (save as the Fleet Mortgage, the				Corona Mortgage and the Second Corona Mortgage) unencumbered ownership of the Borrower"				From the Second Effective date Clause 3.01. j) (i) shall be				amended and read as follows:-

"in the absolute and (save as the Fleet Mortgage, the				Corona Mortgage, the Second Corona Mortgage and the Supporter Mortgage) unencumbered ownership				of the Borrower"

4.03.

5. Drawdown and Currency Conversion

5.03. shall be amended and read as follows:-

"a) The aggregate number of Advances outstanding under				the Original Facility Amount under this Agreement shall at any time not exceed five (5).

b) The aggregate number of Advances outstanding under the				Deferred Amount under this Agreement shall at any time not exceed two (2)."

4.04.

6. Interest

6.02. shall be amended and read as follows:-

"a) On each Interest Payment Date the Borrower shall pay				to the Agent on behalf of the Banks interest for the Advance under the Original Facility				Amount for that Interest Period at the rate determined by the Agent after consultation with				the Banks as being the aggregate of (i) the Margin and (ii) Libor and/or Nibor (in				respect of NOK) for such Interest Period.

b) On each Interest Payment Date the Borrower shall pay to				the Agent on behalf of the Banks interest for the Advance under the Deferred Amount for				that Interest Period at the rate determined by the Agent after consultation with the				Banks as being the aggregate of (i) the Margin 2 and (ii) Libor and/or Nibor (in respect of				NOK) for such Interest Period."

4.05.

8. Reduction of the Facility Amount

8.01. shall be amended and read as follows:-

"Without prejudice to the Banks' rights pursuant to				Clause 14 of this Agreement, the Facility Amount shall be reduced as follows:

| Reduction
Date
Amount in NOK
Facility Amount

in NOK
Original Facility Amount
Deferred Amount
3
28 December 1999
50,000,000.-
0.-
550,000,000.-
4
28 June 2000
50,000,000.-
0.-
500,000,000.-
5
28 December 2000
50,000,000.-
0.-
450,000,000.-
6
28 June 2001
50,000,000.-
0.-
400,000,000.-
7
28 December 2001
50,000,000.-
0.-
350,000,000.-
8
28 June 2002
50,000,000.-
0.-
300,000,000.-
9
28 December 2002
50,000,000.-
0.-
250,000,000.-
10
28 June 2003
50,000,000.-
0.-
200,000,000.-
11 (balloon)
28 June 2003
150,000,000.-
50,000,000.-
0.-
 

4.06.

11. Security

11.01. shall be amended and read as follows:-

"The Loan together with all unpaid interest and costs				payable hereunder shall be secured by:

(i) the Fleet Mortgage, and				(ii) the Clipper Mortgage, and				(iii) the Corona Mortgage, and				(iv) the Second Corona Mortgage, and				(v) the Assigment of Earnings, and				(vi) the Declaration of Pledge, and				(vii) the Corona Deed of Covenants, and				(viii) the Second Corona Deed of Covenants, and				(ix) the Guarantee, and				(x) the Assignment of Insurances."

From the Second Effective Date Clause 11.01. shall be amended				as follows:-

"(xi) the Supporter Mortgage, and				(xii) the Supporter Deed of Covenants."

4.07.

17. Fees and Expenses

17.03. shall be amended and read as follows:-

"The Borrower shall pay to the Agent for distribution to the Banks

(i) a commitment fee of zeropointtwentyfive per cent (0,25%) per annum of anyundrawn and uncalled amount under the Original Facility Amount, and

(ii) a commitment fee of zeropointfifty per cent (0,50%) per annum of anyundrawn and uncalled amount under the Deferred Amount."

4.08.

Appendix 2

Reference to Northern Corona shall be deleted.

In respect of the vessel MV "Northern Comrade" any reference to NORshall be construed as reference to NIS.

From the Second Effective Date reference to the vessel MV "NorthernSupporter" shall be deleted.

4.09.

Appendix 8

The callsignal LDXT for the vessel MV "Northern Corona" shall bereplaced by Official number 732217.

The callsignal LAIM for the vessel MV "Northern Comrade" shall bereplaced by callsignal LAIM3.

From the Second Effective Date the callsignal LIPE for the vessel MV"Northern Supporter" shall be replaced by the Official number 728683.

4.10.

Subject only to the modifications set out in this Supplemental Agreement, theterms and conditions of the Loan Agreement shall remain in full force and effectand binding upon the Agent, the Banks and the Borrower.
** 

5. Applicable law**
This Supplemental Agreement shall be governed by and construed in accordancewith Norwegian law. The Borrower accepts Bergen Town Court as none exclusivevenue. This choice shall not prevent the Agent on behalf of the Banks to enforceany of the Security Documents against the Vessel whereever it may be found.

 

* * *

IN WITNESS WHEREOF the parties hereto have caused this Supplemental Agreementto be duly executed the day and the year above written.

 

For and on behalf of
TRICO SHIPPING AS			
                                             p.p. DEN NORSKE BANK ASA			
                                            
NEDSHIP BANK N.V.acting through its Norwegian branch Nedship Bank (Nordic)

                                            UNIBANK OF DENMARK (UNIBANK A/S) Singapore Branch			
                                            
p.p.DEN NORSKE BANK ASAas Agent

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