<PAGE>
 
                                                                    EXHIBIT 10.4

                                LOAN AGREEMENT

                     REDUCING REVOLVING CREDIT FACILITY IN
                           THE EQUIVALENT AMOUNT OF

                               NOK 650,000,000.-

                                    BETWEEN

                              SAEVIK SHIPPING AS
                                 (AS BORROWER)

                                      AND

                     NEDERLANDSE SCHEEPSHYPOTHEEKBANK 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)

WIKBORG, REIN & CO
OLAV KYRRESGT. 11
5014 BERGEN
NORWAY
TELEFAX 47 55 21 52 03
TELEPHONE 47 55 21 52 00
REF. 987394
<PAGE>
 
                                     INDEX

CLAUSE NO.     SUBJECT MATTER                                           PAGE NO.
1.       PURPOSE AND THE BANKS' COMMITMENT...........................         1
2.       DEFINITIONS.................................................         2
3.       REPRESENTATIONS AND WARRANTIES..............................         7
4.       CONDITIONS PRECEDENT........................................         9
5.       DRAWDOWN AND CURRENCY CONVERSION............................        10
6.       INTEREST....................................................        12
7.       REPAYMENT...................................................        13
8.       REDUCTION OF THE FACILITY AMOUNT............................        14
9.       PREPAYMENT AND CANCELLATION.................................        15
10.      PAYMENTS....................................................        16
11.      SECURITY....................................................        17
12.      CHANGES IN CIRCUMSTANCES....................................        17
13.      COVENANTS...................................................        18
14.      EVENTS OF DEFAULT...........................................        21
15.      INDEMNITIES.................................................        23
16.      THE AGENT AND THE BANKS.....................................        24
17.      FEES AND EXPENSES...........................................        26
18.      AMENDMENTS AND WAIVERS......................................        26
19.      MISCELLANEOUS...............................................        27
20.      ASSIGNMENTS.................................................        27
21.      LAW AND JURISDICTION........................................        28
22.      NOTICES.....................................................        28
 
APPENDIXES
1.   FORM OF DRAWDOWN NOTICE
2.   FORM OF FLEET MORTGAGE
3.   FORM OF CLIPPER MORTGAGE
4.   FORM OF ASSIGNMENT OF EARNINGS
5.   FORM OF DECLARATION OF PLEDGE
6.   FORM OF GUARANTEE
7.   FORM OF ASSIGNMENTS OF INSURANCES
8.   LIST OF VESSELS
9.   LIST OF BANKS AND COMMITMENTS

                                       i
<PAGE>
 
This Loan Agreement is made the 23 June 1998.

BETWEEN

1)   SAEVIK SHIPPING AS
     Postboks 85
     6090 Fosnavag
     (hereinafter called the "Borrower").

2.   THE BANKS AND FINANCIAL INSTITUTIONS
     which names and addresses are listed in Appendix 9 hereto.

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

1.   PURPOSE AND THE BANKS' COMMITMENT

1.01.

This Agreement sets out the terms and conditions upon and subject to which each
Bank (as defined below) will make available to the Borrower a secured reducing
revolving credit facility up to the aggregate maximum principal amount not
exceeding its commitment as specified in Appendix 9 of this Agreement, to assist
the Borrower in refinancing the Vessels.

1.02.

During the Commitment Period the Borrower may utilise the Facility up to the
Facility Amount on a revolving basis so that any amounts repaid and/or prepaid
may be redrawn by the Borrower subject to the terms and conditions of this
Agreement.

1.03.

The obligations of each bank under this Agreement are several.  Failure of a
Bank to carry out its obligations hereunder shall not relieve any other Bank,
the Agent or the Borrower or any of its respective obligations hereunder.  No
Bank shall be responsible for the obligations of any other Bank or the Agent
hereunder.

NOW IT IS HEREBY AGREED AS FOLLOWS:

                                       1
<PAGE>
 
2.   DEFINITIONS

In this Agreement, the following words and expressions shall have the meaning
set opposite them below:


"Advance"        the principal amount in NOK or an Optional currency of each
                 borrowing by the Borrower under this Agreement or the principal
                 amount outstanding of that borrowing.

"Agent"          Den Norske Bank ASA, 5020 Bergen, Norway.

"Agreement"      this agreement entered into between the Borrower, the Banks and
                 the Agent in respect of the Facility.

"Assignment of
Earnings"        an assignment in respect of the Vessels' and Clipper's earnings
                 to be executed in favour of the Agent on behalf of the Bank's
                 request, substantially in the terms and form as set out in
                 Appendix 4 hereto.

"Assignment of
Insurances"      assignments of insurances executed by the Borrower in favour of
                 the Agent on behalf of the Banks, whereby all benefits of the
                 Vessels' and Clipper's insurances are assigned to the Agent on
                 behalf of the Banks, substantially in the terms and form as set
                 out in Appendix 7 hereto.

"Bank"           pursuant to the definitions of Banks below, each of the banks
                 and financial institutions whose names and addresses appear in
                 Appendix 9 hereto.

"Banking Day"    a day on which banks are open for business necessary for the
                 transactions required by this Agreement.

"Banks"          the banks and financial institutions whose names and addresses
                 appear in Appendix 9 (including any of the branch through which
                 any such bank or financial institution may be acting from time
                 to time) or their successors and any other bank or financial
                 institution to which any one of them may assign some or all of
                 its rights or obligations under this Agreement pursuant to
                 Clause 20.01.

"Clipper"        the M/V "NORTHERN CLIPPER" built 1994, registered in the
                 Borrower's name in the Norwegian Ordinary Ship Registry with
                 call signal LHHT.

"Clipper 
Mortgage"        a second priority mortgage in the amount of NOK 715,000,000.-
                 executed by 

                                       2
<PAGE>
 
                 the Borrower in favour of the Agent on behalf of the Banks
                 ranking after the First Clipper Mortgage.

"Clipper Loan"   a loan granted by Eksportfinans ASA to the Borrower, pursuant
                 to a Loan Agreement dated 21 July 1994.

"Commitments"    in relation to each Bank, the amount set opposite its name in
                 Appendix 9 to the extent not cancelled, reduced or transferred
                 under this Agreement.

"Commitment
Period"          the period from the first Drawdown Date until the Final
                 Maturity Date.

"Contribution"   means as to each of the Banks, the principal sum (not exceeding
                 the amounts specified against the name of such Bank in Appendix
                 9) which such Bank is obliged to contribute to or/as the
                 context requires the portion of such principal sum advanced by
                 the relevant Bank and outstanding at any relevant time.

"Declaration of
Pledge"          a declaration of pledge executed by the Borrower in favour of
                 the Agent on behalf of the Banks in respect of the Fleet
                 Mortgage- and, the Clipper Mortgage, substantially in the terms
                 and form as set out in Appendix 5 hereto.

"Drawdown
Date"            the date for drawdown of an Advance pursuant to this Agreement.

"Drawdown
Notice"          a request made by the Borrower for an Advance in the terms and
                 form as set out in Appendix 1 hereto.

"Equivalent
Amount"          at any date specified herein the equivalent amount in the
                 relevant Optional Currency of an amount in NOK or vice versa as
                 converted at the Exchange Rate.

"Event of
Default"         any of the events or circumstances described in Clause 14.

"Exchange Rate"  the exchange rate between NOK and the relevant Optional
                 Currency to be ruling in the London Foreign Exchange Marked at
                 11 a.m. (London time) on two (2) Banking Days prior to the
                 relevant date.

                                       3
<PAGE>
 
"Facility"        the revolving credit facility the terms of which are set out
                  herein.

"Facility Amount" the aggregate of the Commitments of all the Banks not
                  exceeding NOK 650,000,000.- as reduced in accordance with the
                  provisions of this Agreement.

"Final Maturity
Date"             30 June 2003.

"First Clipper
Mortgage"         a first priority mortgage in favour of Eksportfinans ASA in
                  the amount of NOK 55,475,328.-

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

"GBP"             the legal currency at any relevant time hereunder of the
                  United Kingdom.

"Guarantee"       an irrevocably and unconditional guarantee executed by the
                  Guarantor in favour of the Agent on behalf of the Banks,
                  substantially in the terms and form as set out in Appendix 6
                  hereto.

"Guarantor"       Saevik Supply ASA.

"Guarantor's
Declaration"      a declaration executed by the Guarantor in favour of the Agent
                  on behalf of the Banks whereby the Guarantor undertakes that
                  (i) all loans granted or to be granted by the Guarantor or
                  associated companies to the Borrower shall, after an Event of
                  Default has occurred, in all respect be subordinated to the
                  Loan until such default is cured or remedied, (ii) it will not
                  merge or consolidate with any other entity without the prior
                  written consent of the Banks (iii) the Guarantor will not pay
                  any dividends or other payments to its shareholders if the
                  Guarantor is in breach of any covenants and (iv) maintain the
                  borrower as a wholly owned subsidiary.

"Interest
Payment Date"     the last Banking Day of each Interest Period.

"Interest
Period"           each period for an Advance in the Borrower's option of (i) one
                  (1) (limited to three times a year without consent from the
                  Banks, such consent not to be 

                                       4
<PAGE>
 
                  unreasonable withheld), three (3) and six (6) months (subject
                  to availability of such funds to the Banks) or (ii) such other
                  period as may be requested by the Borrower and agreed by the
                  Agent on behalf of the Banks (subject to availability of such
                  funds to the Banks) each on the Drawdown Date, provided that
                  if an Interest Period would end on a day which is not a
                  Banking Day, it shall end on the following Banking Day, unless
                  such day falls in the next calendar month, in which case the
                  Interest Period shall end on the preceding Banking Day.

"Libor"           for each Interest Period the rate of interest on Optional
                  Currency(ies)- deposits (other than NOK) which is offered
                  between prime banks in the London Interbank Eurocurrency
                  Market at 11 a.m. London time presently quoted on Telerate
                  page 3750 two (2) Banking Days before the beginning of each
                  Interest Period.

"Loan"            at any time, the aggregate amount of all Advances then
                  outstanding under this Agreement.

"Loan Period"     the period commencing on the first Drawdown Date and ending on
                  the day the Loan and all amounts outstanding under this
                  Agreement and the Security Documents have been repaid in full
                  to the Banks.

"Manager"         Saevik Supply ASA and/or Trico.

"Margin"          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.

"Negative Pledge
Vessels"          the vessels as specified in Appendix 8 part 2 hereto.

"Nibor"           for each Interest Period the rate determined by the Agent on
                  behalf of the Banks two (2) Banking Days before the beginning
                  of that Interest Period being the annual rate of interest for
                  NOK offered to the Banks through the Interbank Swap Market as
                  appearing on the Reuter Screen Page NIBR at 12 noon Norwegian
                  time which the Banks are requested by the Borrower to obtain,
                  equal to the outstanding on the Loan at the beginning of that
                  Interest Period.

"NOK"             the legal currency at any relevant time hereunder of the
                  Kingdom of Norway.

"NOK Amount"      the amount in NOK which will result from the conversion on a
                  particular date of the Loan or any part thereof (as relevant)
                  denominated in an Optional 

                                       5
<PAGE>
 
                  Currency into NOK, calculated at the Exchange Rate.

"Optional
Currency"         GBP, USD and/or other currencies to be agreed subject to
                  availability to the Banks in the London Interbank Eurocurrency
                  Market.

"Original NOK
Amount"           NOK 650,000,000.-

"Reduction
Amount"           the amount of reduction of the Facility to be made on each
                  Reduction Date and set forth in Clause 8.01.

"Reduction Date"  each date the Facility is reduced in accordance with Clause
                  8.01.

"Repayment
Date"             the last day of the Interest Period for an Advance.

"Security
Documents"        the Fleet Mortgage, the Clipper Mortgage, the Assignment of
                  Earnings, the Declaration of Pledge, the Guarantee and the
                  Assignments of Insurances.

"Total Loss"      (i)    actual or constructive or compromised or arranged total
                         loss of any of the Vessels; or

                  (ii)   requisition for title or other compulsory acquisition
                         of any of the Vessels (otherwise than by requisition
                         for hire); or

                  (iii)  capture, seizure, arrest, detention or confiscation of
                         any of the Vessels by any government unless such Vessel
                         is released and restored to the Borrower from such
                         capture, seizure, arrest, detention or confiscation
                         within one (1) month after the occurrence thereof.

"Trico"           Trico Marine Services, Inc.

"USD, $ and
Dollars"          the legal currency at any relevant time hereunder of the
                  United States of America.

"Value Adjusted
Equity"           Value Adjusted Total Assets less total debt outstanding.
                  Newbuilding contracts and liabilities and financial leases and
                  bareboat arrangements are to be included in the calculation.

"Value Adjusted
Total Assets"     the market value of all assets owned or leased.  Vessels to be
                  valuated pursuant to Clause 13.01 h).

                                       6
<PAGE>
 
"Vessels"         the vessels as specified in Appendix 8 part 1 hereto.

3.  REPRESENTATIONS AND WARRANTIES

3.01.

The Borrower represents and warrants to the Banks that:

a)  The Borrower is at the date hereof duly formed and is validly existing under
    the laws of the Kingdom of Norway, has full power to carry on its business
    as it is now being conducted and has complied with all statutory and other
    requirements relative to such business.

b)  The Guarantor is at the date hereof duly formed and is validly existing
    under the laws of the Kingdom of Norway, has full power to carry on its
    business as it is now being conducted and has complied with all statutory
    and other requirements relative to such business.

c)  The Borrower will as from the first Drawdown Date be a wholly owned
    subsidiary of the Guarantor which is a wholly owned subsidiary of Trico
    International Holdings B.V. which is again a wholly owned subsidiary of
    Trico.

d)  All corporate actions required on the part of the Borrower and its
    respective directors and officers have been taken in order to authorise
    this Agreement and the Security Documents, and the execution and
    performance thereof, in accordance with the laws of the Kingdom of Norway
    and with its own constitution, and this Agreement and the Security
    Documents have been validly executed, and are binding upon the Borrower and
    enforceable against it in accordance with its terms.

e)  All corporate actions required on the part of the Guarantor and its
    respective directors and officers have been taken in order to authorise the
    Guarantee and the execution and performance thereof, in accordance with the
    laws of the Kingdom of Norway and with its own constitution and the
    Guarantee has been validly executed, and is binding upon the Guarantor and
    enforceable against it in accordance with its terms.

f)  All approvals required from any government, tax, monetary or other authority
    to enable the Borrower to make this Agreement and to borrow and repay the
    Loan and to pay interest thereon without deduction or withholding of any
    taxes or other money have been obtained and are in full force and effect.

                                       7
<PAGE>
 
g)  The making of this Agreement and the execution of the Security Documents by
    the Borrower will not infringe any other agreement to which the Borrower is
    a party.

h)  Neither of the Borrower nor the Guarantor is at the time of signing of this
    Agreement in default under any other agreement to which it is a party nor
    is it a subject of any actual, pending or threatened legal proceedings
    either of which has or may have a material adverse effect on its financial
    condition.

i)  Each of the Vessels will upon the first Drawdown Date be:



    (i)   in the absolute and (save as the Fleet Mortgage) unencumbered
          ownership of the Borrower

    (ii)  registered in the name of the Borrower in the Norwegian Ordinary Ship
          Register

    (iii) operationally seaworthy and in every way fit for service and classed
          with the highest class of Det Norske Veritas or equivalent
          classification society acceptable to the Banks.

    (iv)  free of all overdue requirements and recommendations of said
          classification society.

    (v)   insured in accordance with the provisions of Clause 13.01(d) of this
          Agreement.

k)  Clipper will upon the first Drawdown Date be:

    (i)   in the absolute and (save as the First Clipper Mortgage and the
          Clipper Mortgage) unencumbered ownership of the Borrower

    (ii)  registered in the name of the Borrower in the Norwegian Ordinary Ship
          Register.

    (iii) operationally seaworthy and in every way fit for service and classed
          with the highest class of Det Norske Veritas or equivalent
          classification society acceptable to the Banks.

    (iv)  free of all overdue requirements and recommendations of said
          classification society.

    (v)   insured in accordance with the provisions of Clause 13.01(d) of this
          Agreement.

3.02.

The representations and warranties in Clause 3.01 hereof shall be deemed to be
repeated until all monies due or owing to the Banks under this Agreement and the
Security Documents have been paid in full.

                                       8
<PAGE>
 
4.   CONDITIONS PRECEDENT

4.01.

The several obligations of the Banks to make their respective Contribution to
the Loan available hereunder shall be subject to the condition that the Agent on
behalf of the Banks has received not later than five (5) Banking Days prior to
the first Drawdown Date the following documents in a form satisfactory to the
Agent and its legal advisors:

a)  company certificate in respect of the Borrower and the Guarantor, and

b)  Articles of Association in respect of the Borrower and the Guarantor, and

c)  all government, tax, monetary and other approvals referred to in Clause
    3.01(f), and

d)  copies of the resolutions of the Board of Directors of the Borrower
    evidencing approval of this Agreement and the Security Documents 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
    authorisation as shall be acceptable to the Agent, and

e)  copies of the resolutions of the Board of Directors of the Guarantor
    evidencing approval of the Guarantee authorising its appropriate officer or
    officers or other representatives to execute the same on its behalf, or
    other authorisation as shall be acceptable to the Agent, and

f)  the Fleet Mortgage together with satisfactory evidence that the Fleet
    Mortgage is or will be registered against the Vessels with 1st priority,
    and

g)  the Clipper Mortgage together with satisfactory evidence that the Clipper
    Mortgage is or will be registered against the Clipper with 2nd priority
    after the First Clipper Mortgage, and

h)  Evidencing that each of the Vessels and Clipper:

    (i)   is registered in the name of the Borrower in the Norwegian Ordinary
          Register, and

    (ii)  is classed in the manner described in Clause 3.01 j) and k) with the
          Det Norske Veritas, and

    (iii) is insured in accordance with Clause 13.01 (d) of this Agreement,
          and that the Banks' interest as mortgagee is duly noted with the
          respective insurance companies, and

j)  the Assignment of Earnings in respect of the Vessels and/or Clipper employed
    on contracts or charterparties with a duration of six (6) months or more,
    together with evidence that notice(s) of assignment has been served on the
    relevant charterer,

                                       9
<PAGE>
 
k)  the Declaration of Pledge duly executed by the Borrower, and

l)  the Guarantee duly executed by the Guarantor, and

m)  the Assignments of Insurances duly executed by the Borrower, and

n)  copies of all agreements entered into between the Managers and the Borrower
    in respect of the management and operation of the Vessels, and

o)  the Guarantor's Declaration duly signed by the Guarantor, and

p)  satisfactory evidence that the outstanding amount under the Clipper Loan is
    as of 30 June 1998 NOK 29, 665,442.-, and

q)  satisfactory evidence that there are none registered encumbrances on each of
    the Negative Pledge Vessels; and

r)  satisfactory information of contracts/charterparties of the Vessels and/or
    Clipper with a duration of six (6) months or more, and

s)  favourable legal opinions in respect of Norwegian law if so required by the
    Banks.

5.  DRAWDOWN AND CURRENCY CONVERSION

5.01.

Subject to Clause 4 above and that no Event of Default has occurred, the
Borrower may draw down amounts under the Facility in Advances on a Banking Day
within the Commitment Period by serving to the Agent on behalf of the Banks the
Drawdown Notice at 10.00 a.m. (Norwegian time) not less than four (4) Banking
Days prior to the relevant Drawdown Date which, once received by the Agent on
behalf of the Banks, shall be irrevocable.

5.02

Each Drawdown Notice shall constitute a representation and warranty to the
effect that, on the date of that notice, the representations and warranties in
Clause 3 remain true and correct, that the conditions specified in Clause 4 have
been fully performed and that no Event of Default has occurred.

5.03.

                                       10
<PAGE>
 
The aggregate number of Advances outstanding under this Agreement shall at any
time not exceed five (5).

5.04.

Each Advance shall be of minimum NOK 10,000,000.- and multiples of NOK
5,000,000.- for larger amounts.

5.05

The Borrower may, by giving written notice to the Agent on behalf of the Banks
not less than four (4) Banking Days before the Interest Payment Date, request
that any Advance is made available in an Optional Currency.

5.06

If the requested Optional Currency is not (as determined by the Banks) readily
available in respect of the amount and/or the Interest Period chosen by the
Borrower, the Agent on behalf of the Banks shall promptly inform the Borrower of
such nonavailability, and unless the Borrower and the Banks shall agree on
another available Optional Currency, the Advance shall be denominated in NOK.

5.07.

If no request for an Optional Currency is made by the Borrower, then the Advance
shall be denominated in NOK.

5.08.

Whenever the Loan or part thereof is denominated in Optional Currency(ies) the
NOK Amount of the Loan shall be determined on the relevant Reduction Date.

5.09.

If the NOK Amount of the Loan on a Reduction Date exceeds the Original NOK
Amount, reduced by any reductions and/or cancellations made prior to, or to be
made on such day, the difference shall be paid by the Borrower to the Bank in
the relevant Optional Currency(ies) on the relevant Reduction Date.

5.10.

If the NOK Amount of the Loan on a Reduction Date is less than the Original NOK
Amount, reduced by any reductions and/or cancellations made prior to, or to be
made on such day, the difference may not be used as reduction on instalments
falling due and shall not be advanced to the 

                                       11
<PAGE>
 
Borrower by the Banks, provided however that if there is any difference when the
last instalment is due the difference will be applied against payment of the
balloon.

5.11.

Whenever an Advance is denominated in an Optional Currency, interest accruing
thereon shall be paid in that Optional Currency.

5.12.

Forthwith upon receipt by the Agent of a duly completed Drawdown Notice in
respect of an Advance, the Agent shall give notice thereof to each Bank, and
each Bank hereby undertakes, subject to the terms of this Agreement to make
available through the Agent to the Borrower on the date specified in such notice
their respective Contributions.

The Contribution shall be made available to the Borrower through the Agent in
funds which are for same day settlement.

5.13.

The Agent shall not in any circumstances be liable to make available to the
Borrower any sum greater than the aggregate of the Contributions provided by the
Banks in respect of the Loan.

5.14.

Each Advance shall, subject to the terms of this Agreement, be made available to
the Borrower hereunder by the Agent on behalf of the Banks by paying the amount
thereof to an account of the Borrower.

6.  INTEREST

6.01.

The Borrower may, by serving the Drawdown Notice for an Advance to the Agent on
behalf of the Banks not later than 10 a.m. (Norwegian time) four (4) Banking
Days before the beginning of each Interest Period, specify the duration of the
commencing Interest Period.

6.02.

On each Interest Payment Date the Borrower shall pay to the Agent on behalf of
the Banks interest for the Advance 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.

                                       12
<PAGE>
 
6.03.

If the Borrower selects an Interest Period of more than six (6) months, interest
accruing during such period, shall be paid every six months in arrears and at
the Interest Payment Date.

6.04.

In the event of the Borrower not making payment on the due date of any sums due
under this Agreement, the Borrower shall pay interest on such sums from the due
date up to the date of actual payment at a rate to be determined by the Banks to
be the aggregate of two (2) percent per annum and the margin above the costs the
Banks will incur in financing such sums for such periods as the Banks shall
determine.  Such interest is to be payable on demand.

In addition and without prejudice to the foregoing, the Borrower shall indemnify
the Banks for all losses and expenses in connection with payment not being made
on the due date.

6.05.

If the Borrower fails to specify the duration of an Interest Period in
accordance with the provisions of Clause 6.01, the Interest Period shall have a
duration of 3 months.

6.06.

All interest shall be calculated on the actual number of days elapsed and on the
basis of a 360-day year, unless the Loan (or part thereof) is denominated in GBP
in which case interest shall be calculated on basis of a 365-days year.

7.  REPAYMENT

7.01.

The Borrower shall repay each Advance on the last day of the Interest Period
relative thereto and shall repay all Advances outstanding under this agreement
in full on the Final Maturity Date.

7.02.

If, on any date:

(i)   a Bank is obliged to participate in the making of an Advance on such date;
      and

(ii)  a payment is due to be made to that Bank pursuant to clause 7.01
      (Repayment) by the Borrower on such date,

                                       13
<PAGE>
 
then (unless the relevant Bank ceases to be obliged to participate in the making
of such Advance on such date or otherwise such Advance falls not to be made on
such date in accordance with the provisions of this Agreement or otherwise) the
Agent shall set off the amount payable by such Bank in respect of such Advance
against the amount payable by the Borrower pursuant to clause 7.01 (Repayment)
and only the net amount (if any) shall be paid by such Bank or, as the case may
be, repaid by the Borrower (and the Agent shall promptly advise the Borrower and
such Bank of the net amount (if any) to be paid by such Bank to the Borrower or,
as the case may be, to be repaid by the Borrower to such Bank). Such Bank or, as
the case may be, the Borrower shall make such net amount (if any) available to
the Agent in accordance with the provisions of this Agreement on the relevant
date.

8.  REDUCTION OF THE FACILITY AMOUNT

8.01.

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
--------------------------------------------------------------------------------
1              30 December 1998         50,000,000.-             600,000,000.-
--------------------------------------------------------------------------------
2              30 June 1999             50,000,000.-             550,000,000.-
--------------------------------------------------------------------------------
3              30 December 1999         50,000,000.-             500,000,000.-
--------------------------------------------------------------------------------
4              30 June 2000             50,000,000.-             450,000,000.-
--------------------------------------------------------------------------------
5              30 December 2000         50,000,000.-             400,000,000.-
--------------------------------------------------------------------------------
6              30 June 2001             50,000,000.-             350,000,000.-
--------------------------------------------------------------------------------
7              30 December 2001         50,000,000.-             300,000,000.-
--------------------------------------------------------------------------------
8              30 June 2002             50,000,000.-             250,000,000.-
--------------------------------------------------------------------------------
9              30 December 2002         50,000,000.-             200,000,000.-
--------------------------------------------------------------------------------
10             30 June 2003             50,000,000.-             150,000,000.-
--------------------------------------------------------------------------------
11 (balloon)   30 June 2003            150,000,000.-                       0.-
--------------------------------------------------------------------------------

                                       14
<PAGE>
 
8.02.

If reduction pursuant to clause 8.01 is going to be made on a day which is not a
Banking Day, the reduction shall be made on the following Banking Day, unless
such day falls in the next calendar month in which case the reduction shall be
made on the preceding Banking Day.

8.03.

The Banks shall have the right to demand the Facility Amount to be repaid in
full in one (1) amount if any shareholder in the Guarantor other than Trico
Marine Services Inc. including subsidiaries owns and/or controls fifty per cent
(50%) or more of the voting shares in the Guarantor.  Repayment to be made at
the latest six (6) months after such demand has been made by the Banks.

8.04.

If any of the Vessels and/or Clipper is sold or is declared a Total Loss, the
Borrower shall make repayment/cancellation (in inverse order of maturity) on the
Facility Amount equal to sixty per cent (60%) of the net proceed, provided
however that if the Facility Amount and outstanding under the Clipper Loan after
such repayment/cancellation exceeds sixty per cent (60%) of the market value
(valuated in accordance with Clause 13.01 h) of the remaining Vessels and
Clipper, then up to 100% of the net proceeds from the sale or Total Loss shall
be used to make repayment/cancellation on the Facility Amount in order to reduce
the Facility Amount to sixty per cent (60%) of the market value (valuated in
accordance with Clause 13.01 h) of the remaining Vessels.  Any amounts
repaid/cancelled may not be drawn again.

8.05.

If a Negative Pledge Vessel is sold or declared a Total Loss and the Facility
Amount plus outstanding under the Clipper Loan after such sale/loss is more than
sixty percent (60%) of the market value (valuated in accordance with Clause
13.01 h) of the remaining Vessels and Clipper, then up to hundred percent (100%)
of the net proceeds shall be used to repay/cancel the Facility Amount (in
inverse order of maturity) so that the Facility Amount after such
repayment/cancellation is not more than sixty (60%) of the market value of the
Vessels and Clipper.  Any amounts repaid/cancelled will not be drawn again.


9.   PREPAYMENT AND CANCELLATION

9.01.

The borrower may (without penalty or premium), by giving not less than ten (10)
Banking Days prior written notice to the Agent, cancel in whole or in part the
amount of the Facility Amount undrawn at the date on which such cancellation is
to be effective (but, if in part, in an amount being 

                                       15
<PAGE>
 
a minimum of NOK 10,000,000.- or in multiples of NOK 5,000,000.- for larger
amounts).

9.02.

Any notice of prepayment and/or cancellation under this Agreement is irrevocable
and shall specify the date on which the prepayment or cancellation is to become
effective and the amount to be prepaid or canceled.  The agent shall notify the
Banks promptly of the receipt and contents of any such notice.

9.03.

No amount cancelled and reducing the Facility Amount under this Agreement may
subsequently be reinstated and is consequently not available for redrawing.

10.  PAYMENTS

10.01.

All payments to be made by the Borrower under this Agreement or the Security
Documents shall be made to the Agent on behalf of the Banks in full, without any
set-off or counterclaim whatsoever and, subject as provided in Clause 10.03,
free and clear of any deductions or withholdings, unless otherwise specifically
agreed between the Borrower and the Banks.

10.02.

Payment shall be made to such account and bank as the Agent on behalf of the
Banks may from time to time advise to the Borrower.

10.03.

If the Borrower at any time is required by law, regulation or regulatory
requirement to deduct or withhold any taxes, or other amounts from any payments
under this Agreement and/or the Security Documents, then the gross amount
payable by the Borrower shall be increased by such amount that it after such
deductions or withholdings will be equal to the actual amount which would have
been received if no such deductions or with holdings were required, and the
Borrower shall indemnify the Agent and/or the Banks against any losses or
reasonable costs incurred by the Agent and/or the Banks by reason of any failure
by the Borrower to compensate for any such deduction or withholding.

                                       16
<PAGE>
 
11.  SECURITY

11.01.

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 Assignment of Earnings, and
     (iv)    the Declaration of Pledge, and
     (v)     the Guarantee, and
     (vi)    the Assignment of Insurances.

11.02.

The Security Documents shall also secure the Borrower's liabilities and
obligations in respect of any interest management products the Borrower may
enter into with the Agent provided however that the security for such
liabilities and obligations in all respect shall be subordinated to the security
for the Facility.

12.  CHANGES IN CIRCUMSTANCES

12.01.

If it becomes illegal under any law applying to the Banks (or any of them) to
make or maintain the Loan, then the relevant Banks' commitment to make available
its Contribution will end, and if any amount has been advanced, the Borrower
shall repay the Loan (or the amount outstanding) on the last day of the then
current Interest Period.  Under such circumstances the Agent in co-operation
with the relevant Bank or Banks shall endeavor to refund the Loan from other
legal sources.

12.02.

If, as a result of any change in any applicable law or of any directive of any
central bank or monetary authority (whether or not having the force of law) not
being publicly known at the date of this Agreement, the cost to any of the Banks
of making or maintaining the Loan is increased, then the Borrower shall pay to
the Agent on behalf of such Bank and/or Banks on receipt of their written notice
specifying the change and the increased cost incurred by the Bank and/or Banks,
the amount of any such increased cost.  In such event, the Borrower may repay
such Bank and/or Banks Contribution (or any amount outstanding) on the last day
of the then current Interest Period by paying such Bank and/or Banks
Contribution and the amount of any increased costs and all interest accrued to
that day.

                                       17
<PAGE>
 
12.03.

If Optional Currencies and/or NOK will not be available to the Banks in the
London Interbank Market and/or the Interbank Swap Market (for NOK) for a
relevant Interest Period, then the Banks and the Borrower shall agree on an
alternative interest rate and an alternative Interest Period to be substituted
for those which would otherwise have applied under this Agreement, and any such
interest rate or Interest Period agreed within thirty (30) days from the end of
the last preceding Interest Period or Drawdown Date (as applicable) shall be
retroactive to such end of the last preceding Interest Period or Drawdown Date.
If no agreement is reached within thirty (30) days then the Borrower will repay
the Loan on the thirtieth day together with such amount as shall be certified by
the Banks as being the cost to the Banks of funding the Loan during those thirty
(30) days plus the Margin.

12.04.

If the Banks by reason of circumstances affecting the London Interbank
Eurocurrency Market and/or the Interbank Swap market is unable to obtain
Optional Currencies in the London Interbank Eurocurrency Market and/or NOK in
the Interbank Swap Market and accordingly is not able to continue the Loan, the
Agent on behalf of the Banks shall give notice of such determination to the
Borrower, requiring the Borrower to repay to the Agent on behalf of the Banks
the Loan on the last day of the then current Interest Period and all sums due by
the Borrower to the Agent on behalf of the Banks pursuant to this Agreement and
the Security Documents.

12.05.

The Banks shall not be liable for any failure to perform the whole or any part
of this Agreement resulting directly or indirectly from action or inaction or
purported action of any government or governmental or local authority, or any
strike, lockout, boycott and blockade effected by, or upon the Banks or its
employees.

13.  COVENANTS

13.01.

The Borrower agrees that until the full and final payment of all indebtedness
owing under or secured by this Agreement and the Security Documents, unless the
Banks waive compliance in writing, it will

a)   give prompt written notice to the Agent on behalf of the Banks
     of the following:

     (i)     any Events of Default or events which with the lapse of time will
             constitute an Event of Default under the terms of this Agreement
             and the Security Documents forthwith upon becoming aware thereof.

                                       18
<PAGE>
 
     (ii)    promptly inform the Agent on behalf of the Banks of any occurrence
             of which it becomes aware which is likely to adversely affect its
             ability to perform its obligations under this Agreement and the
             Security Documents.

b)  maintain in full force and effect all government, tax, monetary and other
    approvals required to enable the Borrower to maintain its corporate status,
    to continue to carry on its business and affairs and to repay the Loan and
    to pay interest thereon without deductions or withholdings of any taxes or
    other moneys.

c)  furnish the Agent on behalf of the Banks with the following in respect of
    the Borrower and the Guarantor on a consolidated basis;

    (i)      with 120 days after the close of each financial year, two copies
             confirmed by the auditor of the audited balance sheets, as of the
             close of each financial year and audited statements(s) of profit
             and loss.

    (ii)     yearly cash flow projections specifying major assumptions within
             the expiry of the current calendar year.

    (iii)    periodical (at least semi-annual) unaudited balance sheet and
             profit-and loss account within 60 days after expiry of each
             relevant period.

    (iv)     such financial and other information as the Banks may from time to
             time reasonably require.

d)  insure and keep the Vessels and Clipper insured satisfactory to the Banks
    with first class insurance companies (to be approved by the Banks) at the
    Borrower's expense against

    (i)      Hull & Machinery, Hull Interest, Freight Interest and other usual
             marine risks
    (ii)     War risks
    (iii)    Protection and Indemnity risks, and


such other interest and perils as the Banks shall reasonably require, and which
have become customary and generally applicable in respect of supply vessels.

The amount of the insurance for each of the Vessels and Clipper shall at all
times be at least equal to the market value of each of the Vessels and Clipper
respectively, however, in aggregate not less than 120% of the Facility Amount
and the Clipper Loan.


e)  not employ the Vessels nor Clipper or cause the Vessels nor Clipper to be
    employed otherwise than in conformity with the terms of the instruments of
    insurance aforesaid (including any warranties expressed or implied therein)
    without first obtaining the consent to such employment of the insurers and
    complying with such requirements as to extra 

                                       19
<PAGE>
 
    premium or otherwise as the insurers may prescribe.

f)  maintain the Vessels and Clipper classed as described in Clause 3.01.
    j) and k).

g)  if any of the Vessels and/or Clipper is being insured for all or any of the
    insurances specified in clause 13.01 (d) otherwise than in conformity with
    the Norwegian Marine Insurance Plan of 1996, enter into an assignment with
    the Agent on behalf of the Banks, by which all the insurance proceeds in
    respect of such Vessel(s) and/or Clipper are assigned to the Banks, and to
    advise the Agent in writing about the intention to enter into such
    insurance agreement fourteen (14) Banking Days before the expiry of the
    current insurance arrangement.

h)  cause the Vessels and Clipper to be valuated (charterfree) by two (2)
    independent recognised supply vessel shipbrokers acceptable to the Agent on
    behalf of the Banks once a year or upon the reasonable request of the Agent
    on behalf of the Banks, however maximum twice a year, and furnish the Agent
    on behalf of the Banks with such valuation, - all expenses and cost in
    respect of the valuation(s) to be for the account of the Borrower.  In
    addition the Banks shall at any time during the Loan Period have the right,
    for their own account, to require separate valuation from recognised
    shipbrokers.

j)  not consent to any transfer of shares in the Borrower without the prior
    written consent of the Banks.

k)  not further mortgage or sell any of the Vessels or Clipper without the prior
    written consent of the Banks.

l)  not mortgage or encumber the Negative Pledge Vessels for an amount exceeding
    NOK 50,000,000.- in aggregate.

m)  not enter into any assignment or pledge agreements in respect to the
    earnings from the Vessels, Clipper and/or the Negative Pledge Vessels,
    provided that the earnings on the Negative Pledge Vessels and the Negative
    Pledge Vessels in aggregate may be charged for NOK 50,000,000.-.

n)  not obtain any loans from the Guarantor and/or subsidiaries of the Guarantor
    unless such loan(s) are subordinated to the Loan from an event of default.

o)  not merge and/or consolidate with any other entity without the prior written
    consent of the Banks.

p)  not make any payments on loans granted by companies in the same company-
    group as the Borrower after an Event of Default has occurred.

q)  not enter into any agreements concerning management and/or operation of the
    Vessels 

                                       20
<PAGE>
 
    without the prior written consent of the Banks which shall not be
    unreasonably withheld.

r)  procure that all agreements regarding sale of vessels and/or charter
    arrangements to Trico including subsidiaries will be made on market terms.

s)  not change flag of the Vessels or Clipper or change classification society
    of the Vessels or Clipper without the prior written consent of the Banks
    which shall not be unreasonably withheld.

t)  obtain all necessary ISM Code Documentation in connection with the Vessels,
    Clipper and the Negative Pledge Vessels and to be in full compliance with
    the ISM Code on or before the date required by Norwegian and UK law in
    relation to vessels of the same type as the Vessels, Clipper and the
    Negative Pledge Vessels.

u)  notify the Agent on behalf of the Banks if any of the Vessels and/or Clipper
    is fixed on contracts/charterparties with a duration of six (6) months or
    more.

v)  at any time in the Loan Period if so requested by the Agent on behalf of the
    Banks enter into an assignment (substantially in the terms and form as the
    Assignment of Earnings) whereby all moneys payable under any
    charterparty/contracts in respect of the Vessels and/or Clipper are
    assigned to the Agent on behalf of the Banks.

14. EVENTS OF DEFAULT

14.01.

There shall be an Event of Default if;

a)  the Borrower fails to pay any sum which shall become due hereunder and such
    default shall continue for a period of three (3) Banking Days or more
    without remedy, or

b)  any representation or warranty made by the Borrower, or any information or
    documents delivered by the Borrower to the Banks, shall be shown to have
    been misleading in a material respect when made or given, or

c)  the Borrower fails (in the reasonable opinion of the Agent on behalf of the
    Banks) to perform any material obligation (including without limitation
    Clause 13 in this Agreement) in whole or in part contained in this
    Agreement and/or the Security Documents which it is not capable of remedy
    or, if remediable, has not been remedied within fifteen (15) Banking Days
    after notice from the Agent on behalf of the Banks, or

d)  an event occurs which constitutes or with the passing of time or the giving
    of notice or both, 

                                       21
<PAGE>
 
    would constitute an event of default under any other agreement entered into
    by the Borrower and whose breach would - in the opinion of the Banks - have
    a material adverse effect on the Borrower's ability to fulfil its
    obligations hereunder, or

e)  the Borrower suspends payments of its debts or is unable to or admits its
    inability to pay its debts as it falls due, or

f)  the Borrower proposes or enters into a composition or other arrangement for
    the benefit of its creditors generally (akkord og gjeldsforhandling) or is
    found bankrupt or insolvent (konkurs) or any order is made by any competent
    court or resolution passed by the Borrower for the winding up or
    dissolution of the Borrower, or

g)  any of the events or circumstances referred to in clause 14.01(d), (e) and
    (f) applied mutatis mutandis occurs or arises in respect of the Guarantor
    and these events or circumstances are not remedied within 15 Banking Days
    by replacement acceptable to the Banks, or

h)  any of the events of default specified in any of the Security Documents
    arise or occur, or

j)  the Guarantor is in default under the Guarantor's Declaration, or

k)  the Guarantor on a consolidated basis has Value Adjusted Equity of less than
    twentyfive per cent (25%) of the Value Adjusted Assets, or

l)  the Guarantor on a consolidated basis has a negative working capital
    (current assets less current liabilities (next years instalments on long
    term debt is not to be included in the short time liabilities)), or

m)  the Guarantor on a consolidated basis has a free liquidity available to the
    Guarantor (including undrawn portion of any drawing facility) at any time
    in the Loan Period of less than NOK 50,000,000.-, or

n)  the aggregate market value (charterfree) of the Vessels and Clipper valuated
    in accordance with Clause 13.01 (h) at any time during the Loan Period is
    less than onehundredand thirtyfive per cent (135%) of the aggregate of the
    Loan and the Clipper Loan provided however that the Borrower under such
    circumstances shall be entitled to grant additional securities acceptable
    to the Banks, or

o)  the Borrower has not repaid the Loan within six (6) months after such demand
    has been made by the Banks as provided for in Clause 8.03, or

p)  a demand for payment is made under any guarantee executed or to be executed
    by the Borrower and/or the Guarantor in favour of financial creditors to
    Trico and/or subsidiaries, or

                                       22
<PAGE>
 
q)  the Guarantor ceases to be directly or indirectly subsidiary of Trico as
    long as there are guarantees from the Borrower and/or the Guarantor in
    favour of Trico's financial creditors, or

r)  any other situation occurs which in the reasonable opinion of the Banks will
    in a material way result in the Borrower's reduced ability to fulfil its
    obligations under this Agreement as they fall due.

and the Agent on behalf of the Banks has declared that such an event to be an
Event of Default.

14.02.

The Agent may without prejudice to any of the Banks' other rights but after
having received the approval from the Banks, at any time after the occurrence of
an Event of Default by notice to the Borrower declare that:

a)  the obligation of the Banks to make the Loan available shall be terminated
    forthwith, and/or

b)  the Loan and all interest and cost accrued and all other sums payable under
    this Agreement and the Security Documents have become due and payable
    whereupon the same shall immediately or in accordance with such notice
    become due.

15. INDEMNITIES

15.01.

The Borrower shall on demand indemnify each Bank and the Agent - without
prejudice to any of their other rights under this Agreement - against any and
all costs, expenses, outgoings and loss of Margin (the latter limited to the
current Interest Period) which such Bank or the Agent shall certify as sustained
or incurred by it as a consequence of

(i)   any default in payment by the Borrower of any sum under this Agreement
      when due, or

(ii)  the occurrence of any other Event of Default, or

(iii) any Advance is not disbursed to the Borrower on the date specified on the
      relevant Drawdown Notice

including, in any such case, but not limited to, any loss or expense sustained
or incurred in maintaining or funding its Contribution, or any part thereof or
in liquidating or reemploying deposits from third parties acquired to effect or
maintain its Contribution or any part thereof.

                                       23
<PAGE>
 
16.  THE AGENT AND THE BANKS

16.01.

The Banks hereby irrevocably authorise the Agent (acting through its employees
or agents) to take such action on the Banks' behalf and to exercise such powers
hereunder as are specifically delegated to the Agent by the terms of this
Agreement, together with such powers as are reasonably incidental thereto
provided however that all major decisions shall be made by unanimous consent of
the Banks.  In performing its duties and functions hereunder, the Agent shall
exercise the same care as it normally exercises in making and handling loans for
its own account, but the Agent assumes no responsibility and neither the Agent
nor any of its officers, directors, employees or agents shall be liable to the
Banks or any of them for any action taken or omitted to be taken hereunder or in
connection with this Agreement, Security Documents and/or the Loan unless caused
by its employees' or its agents' gross negligence or wilful misconduct.

16.02.

Except with the prior written consent of all the Banks, the Agent shall not have
authority on behalf of the Banks, to agree with the Borrower any amendment to
this Agreement.

16.03.

The Agent shall keep and hold all documents received by the Agent in connection
with this Agreement, including the Security Documents received and/or executed
by the Borrower in favour of the Banks in accordance with normal banking
practice, for and on behalf of the Banks.

16.04.

The Agent shall not be responsible to the Banks or any of them for the financial
condition of the Borrower, its direct and/or indirect partner(s) or for any
statements, representations or warranties in this Agreement or any certificate
or document delivered hereunder or for the validity, effectiveness,
enforceability or sufficiency of this Agreement or the Security Documents or of
any certificate, report or other document executed or delivered hereunder.

16.05.

a)  The Agent shall forward by mail as soon as possible all material documents
    received from the Borrower in accordance with this Agreement to the other
    Banks.

b)  The Agent shall distribute promptly to each of the Banks their due
    proportions of all sums received by the Agent on behalf of the Banks under
    this Agreement or any of the Security Documents.  The Agent may retain for
    its own use and benefit (and shall not be liable to account to any of the
    Banks for all or any part of) any sums received by it by way of Agent 

                                       24
<PAGE>
 
    fees (and not payable to any Bank) or by way of reimbursement of expenses
    incurred by it.

16.06.

Each Bank has made and shall make its own independent investigation of the
financial condition and the affairs of the Borrower or its direct or indirect
partners in connection with the making and continuance of the Loan and has made
and shall make its own appraisal of the creditworthiness of the Borrower.

16.07.

The Agent shall not be required to make any enquiry as to the performance or
observance by the Borrower of any of the terms, provisions or conditions of this
Agreement nor the existence or possible existence of any Event of Default.

16.08.

Each Bank shall reimburse the Agent for the amount of such Bank's pro rata share
of the charges and expenses incurred by the Agent in contemplation of, or in
carrying out its duties under, or otherwise in connection with the enforcement
of, or the preservation of any rights under this Agreement including the fees
and expenses of legal or other professional advisers to the extent that such
charges or expenses are not reimbursed by the Borrower.

16.09.

The Agent shall have no responsibility (a) to the Borrower on account of the
failure of each of the Banks to perform its obligations hereunder, or (b) to the
Banks on account of the failure of the Borrower to perform its obligations
hereunder.

16.10.

The Agent may, without liability to account, accept deposits from, lend money to
and generally engage in any kind of banking or trust business with the Borrower
or the Banks as if it were not the Agent, subject to that any such disposal by
the Borrower would be considered as a breach of the Borrower's obligation under
this Loan Agreement.

16.11.

If any Bank at any time receives or recovers by set-off or otherwise any sum (in
connection with this transaction) which it is obliged (or entitled) to apply
towards payment of any amount due to it hereunder then such Bank shall be
obliged to offer to each other Bank (through the Agent) such payment by way of
adjustment as may be necessary to ensure that at all times each Bank receives
the same proportion of principal, interest and the fees due to it under this
Agreement as each other Bank.

                                       25
<PAGE>
 
17.  FEES AND EXPENSES

17.01.

The Borrower shall pay to the Agent for distributions to the Banks a flat fee of
NOK 812,500.-.  This fee is due and payable on the first Drawdown Date.

17.02.

The Borrower shall pay to the Agent (as arranger) an arrangement fee of NOK
150,000.-.  This fee is due and payable on the first Drawdown Date.

17.03.

The Borrower shall pay to the Agent for distribution to the Banks a commitment
fee of zeropointtwentyfive per cent (0.25%) per annum of any undrawn and
uncalled amount under the Facility.

17.04.

The Borrower shall pay to the Agent a yearly agency fee of NOK 100,000.- payable
annually in advance for the relevant year or part thereof.  First payment to be
made for 1999 and payable 1 January 1999.

17.05.

The Borrower shall pay to the Agent on behalf of the Banks on demand (whether or
not the Loan is ever advanced hereunder) all costs, expenses and disbursements
(including, but not limited to legal fees and printing, publication and
travelling expenses) reasonable incurred by the Agent and/or the Banks in the
negotiation, preparation and completion of this Agreement and the Security
Documents and the maintenance, protection and enforcement of any of their rights
hereunder.

18.  AMENDMENTS AND WAIVERS

18.01.

This Agreement may only be amended or changed by a document in writing signed by
the Borrower and the Agent on behalf of the Banks, provided that any such
amendment or change has been agreed in writing by all the Banks, as also
provided for in Clause 16.02 hereof.

                                       26
<PAGE>
 
18.02.

No delay or failure by the Agent and/or the Banks in exercising any right or
remedy shall be construed or take effect as a waiver or release of that right or
remedy, and the Agent and/or the Banks shall always be entitled to exercise all
its rights and remedies unless it shall have expressly waived them in writing.

19.  MISCELLANEOUS

19.01.

If at any time any provisions hereof are or become illegal, invalid or
unenforceable in any respect, under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof shall in
any way be affected or impaired thereby.

19.02.

The provisions of the Security Documents are an integrated part of this
Agreement.

19.03.

In the event of any inconsistency between the provisions of this Agreement and
the provisions of the Security Documents, the provisions of this Agreement shall
prevail.

20.  ASSIGNMENTS

20.01.

Subject to the Borrower's consent which shall not be unreasonably withheld, the
Banks may assign any of their rights and obligations under this Agreement in
whole or in part to (i) any subsidiary of the Banks and (ii) subject to the
other Banks' approval to any other bank and/or financial institution, and the
Borrower shall execute such documents as may be reasonably required by the Banks
to perfect any such assignment, provided however that the Banks may not assign
any of their rights or obligations without the prior written consent of the
Borrower if the Borrower would become liable to pay any extra amount, except to
the extent that the same would have been payable if there had been no such
assignment.

20.02.

If any of the Banks notifies its intention to use its option in Clause 20.01.
and the other Banks consent to such assignment, an introduction of Majority
Banks clause shall be considered if there 

                                       27
<PAGE>
 
will be more than three (3) Banks after such assignment.

21.  LAW AND JURISDICTION

21.01.

This Agreement shall be governed by and construed in accordance with the Laws of
Norway.

21.02.

The Borrower, the Agent and the Banks accept Bergen City Court as non-exclusive
venue, but this choice shall not prevent the Agent on behalf of the Banks to
enforce any of the Security Documents against the Vessel wherever it may be
found.

22.  NOTICES

22.01.

Any notice to be given or any document to be delivered may be sent by telex,
telefax or by first class airmail to the addresses and telex Nos. listed in the
introduction to this Agreement or in Appendix 9 hereto.

22.02.

All notices, correspondence between the Agent, the Banks and the Borrower shall
be in  the English language.

                                      ***

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered the day and the year first above written.


SAEVIK SHIPPING AS                         p.p. DEN NORSKE BANK ASA


______________________________             _______________________________


                                           NEDERLANDSE SCHEEPS-
                                           HYPOTHEEKBANK N.V.

                                       28
<PAGE>
 
                                           acting through its Norwegian branch
                                           Nedship Bank (Nordic)



                                           ___________________________


                                           UNIBANK OF DENMARK
                                           Unibank A/S)
                                           Singapore Branch


                                           ____________________________
                                           attorney-in-fact


                                           p.p. DEN NORSKE BANK  ASA


                                           ____________________________
                                           as Agent

                                       29