SUPPLEMENTAL AGREEMENT

 

to a loan agreement

in the equivalent amount of NOK 125,000,000.- of

18 April 2000

 

 

BETWEEN

 

 

Trico Shipping AS

(as borrower)

 

 

AND

 

 

DEN NORSKE BANK ASA

Nedship Bank N.V.

acting through its Norwegian branch

Nedship Bank (Nordic)

(as banks)

 

and

 

DEN NORSKE BANK ASA

(as Agent)

 

 

 

Wikborg, Rein & Co

Olav Kyrresgt. 11

P.O.Box 1233 Sentrum

5811 Bergen

Norway

Telefax 47 55 21 52 03

Telephone 47 55 21 52 00

 

 

SUPPLEMENTAL AGREEMENT

 

THIS SUPPLEMENTAL AGREEMENT IS MADE THE 19TH DAY OF JUNE 2000 BETWEEN

 

> **1) TRICO SHIPPING AS**
(organisation no 976 854 020)

P.O.Box 85

6090 Fosnavag

Telephone No. +

Telefax No. +

(hereinafter called the "Borrower")
**2) DEN NORSKE BANK ASA**
P.O.Box 7100

5020 Bergen

Norway

Telephone No. +4755 21 10 00

Telefax No. +4755 21 19 24 and
**NEDSHIP BANK N.V.

acting through its Norwegian branch

Nedship Bank (Nordic)**
P.O.Box 701 Sentrum

5807 Bergen

Norway

Telephone No. +47 55 30 94 00

Telefax No. +47 55 30 94 50

(hereinafter called the "Banks"), and
**3) DEN NORSKE BANK ASA**
P.O.Box 7100

5020 Bergen

Norway

Telephone No. +4755 21 10 00

Telefax No. +4755 21 19 24

(as "Agent")

 
** 

WHEREAS

A. The Banks have entered into a loan agreement with the Borrower in		the equivalent amount of NOK 125,000,000.- dated the 18 April 2000		(hereinafter called the "Loan Agreement").

 

 

B. The Borrower has the 2 May 2000 prepaid in full the amount drawn		under the Loan Agreement being USD 14,673,765.97 and in connection		with the said prepayment the Borrower has requested the Banks to be		allowed to draw the Loan again. The Banks have accepted the Borrower's		request on the condition that this Agreement is entered into between the		Borrower, the Banks and the Agent.

C. This 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 agreement unless the context otherwise requires, terms defined in theLoan Agreement shall bear the same meaning when used herein. In addition theLoan Agreement means the Loan Agreement as supplemental and amended by thisAgreement.

 
**2. Conditions

2.01.**
The obligation of the Bank to accept the Borrower's requests set forth inRecital B above shall be subject to the condition that the Bank has received thefollowing documents in a form satisfactory to the Bank and its legal advisors.

a. a Company Certificate in respect of the Borrower, and

b. a Company Certificate in respect of the Guarantor, and

c. confirmation from the Guarantor that the Guarantee remains in full		force and effect, and

d. evidence that the Borrower has paid all costs (including breakage		costs) in connection with the prepayment of the Loan, and

e. such legal opinions as the Bank may require in respect of UK and		Norwegian law.
**2.02.**
In consideration of the Banks' agreement to the Borrower's request setforth in Recital B the Borrower shall pay to the Banks (i) a commitment fee of0,50% per annum calculated from 2 May 2000 until the "new" DrawdownDate, payable on the "new" Drawdown Date" and (ii) on demand allcost, expenses and disbursement (including, but not limited to legal fees andprinting, publication and travelling expenses) incurred by the Banks in thenegotiation, preparation and completion of this Agreement and the maintenance,protection and enforcement of any of its rights hereunder.
** 

 

3. Amendments to the Loan Agreement

3.01.**
With effect on and from 2 May 2000 the Loan Agreement shall be amended in thefollowing respects:

A. In Clause 2 ("Definitions") in the definition of		"Commitment Period" the date "30 April 2000" to be		deleted and substituted by "31 July 2000".

 

B. The provision of Clause 8.03 shall not be applied for the		prepayment made by the Borrower the 2 May 2000.

 
**3.02.**
All references in the Security Documents to "the Loan Agreement"shall be interpreted as references to the Loan Agreement as amended hereby.
** 

3.03.**
By construing references herein to "this Loan Agreement","this Agreement", "herein", "hereunder" in liketerms as if the same referred to the Loan Agreement as amended hereby.
** 

3.04.**
Subject only to the modifications set out in this Agreement, the LoanAgreement shall remain in full force and effect and binding upon the Bank andthe Borrower.
** 

 

4. Applicable law**
This Agreement shall be governed by and construed in accordance withNorwegian law.

The parties accept Bergen Town Court as venue.

 

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be dulyexecuted the day and the year above written.

 

 

For and on behalf of For and on behalf of
**TRICO SHIPPING AS p.p. DEN NORSKE BANK ASA**
_____________________._____________________.

For and on behalf of
**NEDSHIP BANK N.V. **acting through its Norwegian branch Nedship Bank(Nordic)**
 

___________________.

For and on behalf of
**p.p. DEN NORSKE BANK ASA**
___________________.

(as Agent)

 

 

As guarantor for the Borrower's obligations under the Loan Agreement, wehereby confirm that we have no objections to the prepayment and subsequentredraw of the Loan and to this Agreement, and we further confirm that theGuarantee remains in full force and effect.

For and on behalf of
**TRICO SUPPLY ASA**
 

____________________.****