each such Scheduled Commitment Reduction Date below (each such reduction, as thesame may be reduced as provided in Section 4.03(f), a “Scheduled CommitmentReduction”):           Amount of Total    Commitment to be    reduced on the relevant    Scheduled Commitment  Scheduled Commitment Reduction Date Reduction Date1 April 1, 2010 $0  2 July 1, 2010 $3,300,000  3 October 1, 2010 $3,300,000  4 January 1, 2011 $3,300,000  5 April 1, 2011 $3,300,000  6 July 1, 2011 $3,300,000  7 October 1, 2011 $3,300,000  8 The Maturity Date The amount required to reducethe Total Commitments to zero”C. Miscellaneous Provisions     1. In order to induce the Lenders to enter into this Waiver, the Borrower herebyrepresents and warrants that (i) no Default or Event of Default exists as of the WaiverEffectiveDate (as defined herein) before or after giving effect to this Waiver and (ii) all of therepresentations and warranties contained in the Credit Agreement or the other Credit Documentsare true and correct in all material respects on the Waiver Effective Date both before andaftergiving effect to this Waiver, with the same effect as though such representations andwarrantieshad been made on and as of the Waiver Effective Date (it being understood that anyrepresentation or warranty made as of a specific date shall be true and correct in allmaterialrespects as of such specific date).     2. This Waiver is limited as specified and shall not constitute an amendment,modification, acceptance or waiver of any other provision of the Credit Agreement or any otherCredit Document.     3. This Waiver may be executed in any number of counterparts and by the differentparties hereto on separate counterparts, each of which counterparts when executed and deliveredshall be an original, but all of which shall together constitute one and the same instrument. A
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complete set of counterparts executed by all the parties hereto shall be lodged with the Borrowerand the Administrative Agent.     4. **THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK.**     5. This Waiver shall become effective on the date (the “Waiver Effective Date”)when the Borrower, the Guarantors and the Required Lenders shall have signed a counterparthereof (including by way of facsimile or other electronic transmission) the same to White &Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimilenumber: 212-354-8113 / email: myip@whitecase.com).     6. From and after the Waiver Effective Date, all references in the Credit Agreementand each of the other Credit Documents to the Credit Agreement shall be deemed to bereferences to the Credit Agreement, as modified hereby.     7. TheBorrower and each Guarantor as debtor, grantor, pledgor or assignor, or inany other similar capacity in which the Borrower or the Guarantors grant liens or securityinterests in their respective property or otherwise act as accommodation party or guarantor,asthe case may be, hereby (i) ratifies and reaffirms all of its payment and performanceobligations,contingent or otherwise, under each of the Credit Documents to which it is a party (aftergivingeffect hereto) and (ii) to the extent the Borrower or any Guarantor granted liens on orsecurityinterests in any of its property pursuant to any such Credit Document as security for theBorrower or any Guarantor’s Obligations under or with respect to the Credit Documents,ratifiesand reaffirms such guarantee and grants of security interests and liens and confirms andagreesthat such security interests and liens hereafter secure all of the Obligations as amendedhereby.The Borrower and each Guarantor hereby consents to this Waiver and acknowledges that each ofthe Credit Documents remains in full force and effect and is hereby ratified and reaffirmed.Except as otherwise provided herein, the execution of this Waiver shall not operate as awaiverof any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiverofany provision of any of the Credit Documents or serve to effect a novation of the Obligations.*      *       *
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     IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed and deliveredas of the date first above written.      TRICO SHIPPING AS