SECOND SUPPLEMENTAL AGREEMENT

 

BETWEEN

 

TRICO SHIPPING AS

(as **BORROWER**)

 

AND

 

NEDSHIP BANK N.V.

acting through its Norwegian branchNedship Bank (Nordic)

 

UNIBANK OF DENMARK (UNIBANK A/S) Singapore Branch

DEN NORSKE BANK ASA

 

(as **BANKS**)

 

AND

 

DEN NORSKE BANK ASA(as **AGENT**)

 

Dated 21 December 2000

 

 

THIS SECOND SUPPLEMENTAL AGREEMENT (hereinafter called the "**SecondSupplemental Agreement**") **IS MADE THE 21 DECEMBER 2000**
 
**BETWEEN:**
 
**1. TRICO SHIPPING ASP.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 INSTITUTIONSwhich names and addresses are listed in Appendix 9 to the Loan Agreement (asdefined below)

**and
3. DEN NORSKE BANK ASAP.O.Box 7100Lars Hillesgt. 305020 BergenNorwayTelephone No. + 47 55 21 10 00Telefax No. + 47 55 21 19 24(as "**Agent**")

 
**WHEREAS:**
 
**A. The Banks have granted the Borrower a reducing revolving creditfacility in the amount of NOK 650,000,000.- pursuant to a reducing revolvingcredit facility agreement dated 23 June 1998 as supplemented and amended by i.a.**(i)** a letter dated 21 April 1999 and **(ii)** a supplemental agreementdated 13 April 2000 (hereinafter together referred to as the "**LoanAgreement**") entered into between the Borrower, the Banks and the Agent;
**B. The Borrower has requested the Banks' consent to **(i)** releasethe Guarantor from all its obligations and liabilities under the Guarantee and **(ii)**change registry for the vessel "Northern Corona" (both as defined inthe Loan Agreement) from the Bahamian Ship Register to the Norwegian ShipRegister;
**C. By a letter dated 12 December 2000 the Agent, on behalf of the Banks,has consented to the requested changes set forth above subject to the terms andconditions set forth in this Second Supplemental Agreement;
**D. This Second Supplemental Agreement shall be construed as being in allrespect supplemental to the Loan Agreement.

 
**NOW IT IS HEREBY AGREED AS FOLLOWS:**
 
**1. Definitions****1.01**
In this Second Supplemental Agreement, unless the context otherwise requires,terms defined in the Loan Agreement shall bear the same meaning when usedherein. In addition, the Loan Agreement means the Loan Agreement as supplementedand amended by this Second Supplemental Agreement.
**1.02**
In this Second Supplemental Agreement the following words and expressionsshall have the meaning set opposite them below;
**"Addendum" an addendum to the								Fleet Mortgage whereby the Fleet Mortgage is								extended to include the vessel "Northern								Corona", substantially in the terms and								form as set out in Appendix ( ) hereto.
**"New 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 ( ) hereto
**"Effective Date" the day when								all conditions set forth in Clause 3.01 (i)								below are fulfilled by the Borrower.
** 

2. Representation and Warranties

2.01**
The Borrower shall by signing this Second Supplemental Agreement be deemed tohave made to the Agent and the Banks the representations and warranties as setout in Clause 3.01 of the Loan Agreement as amended by this Second SupplementalAgreement.
**3. Conditions

3.01**
The obligations of the Banks to accept **(i)** the Borrower's request torelease the Guarantee and **(ii)** the Borrower's request to change flag forthe vessel "Northern Corona", shall be subject to the condition thatthe Agent on behalf of the Banks has received the following documents in a formsatisfactory to the Agent and its legal advisers;

**a.** an executed copy of this Second Supplemental Agreement, and
**b. an updated Company Certificate in respect of the				Borrower with attached copies of the Articles of Association of				the Borrower, and
**c. confirmation that the vessel "Northern				Corona" is registered in the name of the Borrower in NOR,
**d. confirmation from the insurance companies that all				insurances taken out on the vessel "Northern Corona"				will be maintained in their present form and with the Agent on				behalf of the Banks noted as mortgagees, and
**e. evidence that the Fleet Mortgage (as defined below)				has been or will upon the Effective Date be registered against				the vessel "Northern Corona" with first priority, and
**f. the New Declaration of Pledge, and
**g. the Addendum.
**3.02**
Further the obligation of the Banks to accept the release of the Guarantorand the change of flag for the vessel "Northern Corona" shall besubject to that the Borrower shall pay to the Agent on behalf of the Banks ondemand all cost, expenses and disbursement (including, but not limited to legalfees and printing, publication and travelling expenses) incurred by the Agentand/or the Banks in the negotiation, preparation and completion of this SecondSupplemental Agreement and the maintenance, protection and enforcement of any oftheir rights hereunder.

Furthermore the Borrower shall pay a handling fee of USD 3,000.00 to each ofthe Banks.

 
**4. Release of the Guarantor

4.01**
With effect from the Effective Date the Agent on behalf of the Banks herebyreleases the Guarantor from all its obligations and liabilities under theGuarantee, the Guarantor's Declaration and the Guarantor's Confirmation (asdefined in the Loan Agreement).

 
**5. Amendments to the Loan Agreement**
With effect on and from the Effective Date, the Loan Agreement shall beamended in the following respect:-
**5.01

Clause 2 (Definitions) of the Loan Agreement

A. The definition of "Corona", "Corona Deed ofCovenants", "Corona Mortgage", "Second Corona Mortgage"and "Second Corona Deed of Covenants" in Clause 2 and throughout theLoan Agreement to be deleted.
**B. The definitions of "Guarantee", "Guarantor" and"Guarantor's Declaration" in Clause 2 and throughout the LoanAgreement to be deleted.
**C. The definitions of "Addendum" to be inserted in		Clause 2 of the Loan Agreement.
**D. The definition of "Declaration of Pledge" in Clause 2	and throughout the Loan Agreement do be deleted and replaced by the	definition of the "New Declaration of Pledge".
**E. The following definitions in Clause 2 of the Loan Agreement shall beamended and read as follows:
**"Fleet Mortgage" a first								priority mortgage on each of the Vessels (save								for Supporter) in the amount of NOK								715.000.000,- as amended by the Addendum								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 ( )								hereto.
**"Security **Documents"**the Fleet Mortgage,									the Clipper Mortgage, the Assignment of									Earnings, the New Declaration of Pledge, the									Assignment of Insurances, the Supporter									Mortgage and the Supporter Deed of									Covenants.
**5.02

Clause 3 (Representation and Warranties) of the Loan Agreement

A. Clause 3.01 b) to be deleted.
**B. Clause 3.01 c) shall be amended and read as follows:

"The Borrower will as from the first Drawdown Date be a wholly ownedsubsidiary of Trico Supply ASA which is a wholly owned subsidiary of TricoInternational Holdings B.V. which is again a wholly owned subsidiary of Trico."
**C. Clause 3.01 e) to be deleted.
**D. Clause 3.01 j) (i) shall be amended and read as follows:

"in the absolute and (save as the Fleet Mortgage and the SupporterMortgage) unencumbered ownership of the Borrower".
**5.03

Clause 8 (Reduction of the facility amount) of the Loan Agreement

Clause 8.03 shall be amended and read as follows:

"The Banks shall have the right to demand the Facility Amount to berepaid in full in one (1) amount if any shareholder in Trico Supply ASA otherthan Trico Marine Services Inc. including subsidiaries owns and/or controlsfifty per cent (50%) or more of the voting shares in Trico Supply ASA. Repaymentto be made at the latest six (6) months after such demand has been made by theBanks."
**5.04

Clause 11 (Security) of the Loan Agreement**
Clause 11.01 shall be amended and read as follows:

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

(i) the Fleet Mortgage, and(ii) the Clipper Mortgage, and(iii) the Assignment of Earnings, and(iv) the New Declaration of Pledge, and(v) the Assignment of Insurances, and(vi) the Supporter Mortgage, and(vii) the Supporter Deed of Covenants."
**5.05

Clause 13 (Covenants) of the Loan Agreement

A. Clause 13.01 c) shall be amended and read as follows:

"furnish the Agent on behalf of the Banks with the following in		respect of the Borrower and Trico Supply ASA:"		Remainder of Clause 13.01 c) unchanged.
**B. Clause 13.01 n) shall be amended and read as follows:

"not obtain any loans from Trico Supply ASA and/or subsidiaries		of Trico Supply ASA unless such loan(s) are subordinated to the Loan		from an Event of Default."
**C. A new Clause 13.01 w) to be inserted and shall read as follows:

"not make payments of dividends or any other capital		distributions to Trico Supply ASA or other parties without the prior		written consent of the Banks."
**5.06

Clause 14 (Events of Default) of the Loan Agreement

A. Clause 14.01 j) to be deleted.
**B. Clause 14.01 k) shall be amended and read as follows:

"the Borrower has Value Adjusted Equity of less than twenty-five		percent (25%) of the Value Adjusted Assets, or"
**C. Clause 14.01 l) shall be amended and read as follows:

"the Borrower 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"
**D. Clause 14.01 m) shall be amended and read as follows:

"the Borrower has a free liquidity available to the Borrower		(including undrawn portion of any drawing facility) at any time in the		Loan Period of less than NOK 50.000.000,-, or"
**E. Clause 14.01 p) shall be amended and read as follows:

"a demand for payment is made under any guarantee executed or to		be executed by the Borrower in favour of financial creditors to Trico		and/or subsidiaries, or"
**F. Clause 14.01 q) shall be amended and read as follows:

"Trico Supply ASA ceases to be directly or indirectly subsidiary		of Trico as long as there are guarantees from the Borrower and/or Trico		Supply ASA in favour of Trico's financial creditors, or."
**5.07

Appendix 2**
By the Addendum the Fleet Mortgage to be extended and include the vessel"Northern Corona".
**5.08

Appendix 8, Part 1**
The Official Number 732217 for the vessel "Northern Corona" shallbe replaced by Call Signal [     ].
**Appendix 8, Part 2**
Appendix 8, Part 2 Negative Pledge Vessels shall be amended and read asfollows:
**"NEGATIVE PLEDGE VesselsOwner: Trico Shipping AS

Vessels:

NORTHERN MARINERBuilt: 1986		Class: +1A1 Supply Vessel EO		Official No.: 701187		Dwt.: 2100
**NORTHERN QUEENBuilt: 1982	Class: +1A1, Supply Vessel, SF, LFL*, EO	Official No.: 705528	Dwt.: 2972
**NORTHERN SEABuilt: 1977	Class: +1A1 Supply Vessel	Official No.: 377305	Dwt.: 1914
**NORTHERN SEEKERBuilt: 1975	Class: +1A1 Supply Vessel	Official No.: 399200	Dwt.: 2081
**NORTHERN VIKINGBuilt: 1976	Class: +1A1 EO	Official No.: 709583	Dwt.: 2215
**5.09**
Subject only to the modifications set out in this Second SupplementalAgreement, the terms and conditions of the Loan Agreement shall remain in fullforce and effect and binding upon the Agent, the Banks and the Borrower.
** 

6. Applicable law**
This Second Supplemental Agreement shall be governed by and construed inaccordance with Norwegian law. The Borrower accepts Bergen Town Court as noneexclusive venue. This choice shall not prevent the Agent on behalf of the Banksto enforce any of the Security Documents against each of the Vessels and Clipperrespectively wherever such vessel may be found.

 
**IN WITNESS WHEREOF the parties hereto have caused this SecondSupplemental Agreement to be duly executed the day and year above written.
For and on behalf of**TRICO SHIPPING AS**
**                                          **  **p.p. DEN NORSKE BANK ASA**
**                                          ****as Agent********************************************************************************************