LOAN AGREEMENT



LOAN IN THE EQUIVALENT AMOUNT OF



NOK 125,000,000.-





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
5014 Bergen
Norway
Telefax 47 55 21 52 01
Telephone 47 55 21 52 00



INDEX

|CLAUSE NO. | SUBJECT MATTER                                                       | PAGE NO.
|---------- | -------------------------------------------------------------------- | --------
|1.         | PURPOSE                                                              | 5       
|           | 1.01. Purpose                                                        | 5       
|           | 1.02. Nature of the Banks' obligations                               | 3       
|2.         | DEFINITIONS                                                          | 6       
|3.         | REPRESENTATIONS AND WARRANTIES                                       | 6       
|           | 3.01. Representation and warranties                                  | 11      
|           | 3.02. Corporate                                                      | 11      
|           | 3.03. Powers and authority                                           | 11      
|           | 3.04. Authorisations                                                 | 11      
|           | 3.05. No default - litigations                                       | 11      
|           | 3.06. Chaser                                                         | 11      
|           | 3.07. River                                                          | 12      
|4.         | CONDITIONS PRECEDENT                                                 | 12      
|           | 4.01. Documentary conditions precedent                               | 12      
|5.         | DRAWDOWN AND CURRENCY CONVERSION                                     | 12      
|           | 5.01. Drawdown Notice                                                | 12      
|           | 5.02. Representation and warranty                                    | 13      
|           | 5.03. Commitment Period                                              | 13      
|           | 5.04. Drawdown in Optional Currencies                                | 13      
|           | 5.05. Optional Currencies not available                              | 13      
|           | 5.06. Non request for Optional Currencies                            | 13      
|           | 5.07. Determination of the NOK Amount of the Loan on Repayment Dates | 13      
|           | 5.08. NOK Amount exceeds Original NOK Amount (as reduced)            | 13      
|           | 5.09. NOK Amount less than Original NOK Amount (as reduced)          | 14      
|           | 5.10. Payment of interest in Optional Currencies                     | 14      
|           | 5.11. Disbursement through the Agent                                 | 14      
|6.         | INTEREST                                                             | 14      
|           | 6.01. Interest periods                                               | 14      
|           | 6.02. Interest payments                                              | 14      
|           | 6.03. Default interest                                               | 14      
|           | 6.04. Interest Periods in connection with instalments                | 15      
|           | 6.05. Six-monthly payments                                           | 15      
|           | 6.06. Absence of selection                                           | 15      
|           | 6.07. Calculation                                                    | 15      
|7.         | REPAYMENT                                                            | 15      
|           | 7.01. Repayment of the Loan                                          | 15      
|           | 7.02. Non Banking Day                                                | 16      
|           | 7.03. Repayment due to change in shareholding in the Guarantor       | 16      
|8.         | PREPAYMENT                                                           | 16      
|           | 8.01. Prepayments                                                    | 16      
|           | 8.02. Inverse order                                                  | 16      
|           | 8.03. No redraw                                                      | 16      
|9.         | PAYMENTS                                                             | 16      
|           | 9.01. Payments in full                                               | 16      
|           | 9.02. Place/account                                                  | 17      
|           | 9.03. Grossing-up                                                    | 17      
|           | 9.04. Banks right to set-off                                         | 17      
|10.        | SECURITY                                                             | 17      
|           | 10.01. Security                                                      | 17      

|    | 10.02. Security for interest and/or currency management products | 18
|--- | ---------------------------------------------------------------- | --
|11. | CHANGES IN CIRCUMSTANCES                                         | 18
|    | 11.01. Illegality                                                | 18
|    | 11.02. Increased costs                                           | 18
|    | 11.03. Non-availability                                          | 18
|    | 11.04. Market disruption                                         | 18
|    | 11.05. Force majeure                                             | 19
|12. | COVENANTS                                                        | 19
|    | 12.01. Duration                                                  | 19
|    | 12.02. Notification of default                                   | 19
|    | 12.03. Authorisation                                             | 19
|    | 12.04. Financial information                                     | 19
|    | 12.05. Insurances                                                | 20
|    | 12.06. Class                                                     | 20
|    | 12.07. Valuation                                                 | 21
|    | 12.08. Sale                                                      | 21
|    | 12.09. Management                                                | 21
|    | 12.10. Flag                                                      | 21
|    | 12.11. ISM Code                                                  | 21
|    | 12.12. Loans                                                     | 22
|    | 12.13. Sale of shares                                            | 22
|    | 12.14. Negative pledge                                           | 22
|    | 12.15. Intercompany chartering                                   | 22
|    | 12.16 Compliance Certificate                                     | 23
|13. | EVENTS OF DEFAULT                                                | 23
|    | 13.01. Events of Default                                         | 23
|    | 13.02. Non-payment                                               | 23
|    | 13.03. Misrepresentation                                         | 23
|    | 13.04. Breach of obligations                                     | 23
|    | 13.05. Cross-default                                             | 23
|    | 13.06. Material adverse change                                   | 23
|    | 13.07. Admittance of non-payment                                 | 24
|    | 13.08. Insolvency                                                | 24
|    | 13.09. Mutatis mutandis for the Guarantor                        | 24
|    | 13.10. Events in Security Documents                              | 24
|    | 13.11 Guarantor's declaration                                    | 24
|    | 13.12. Total loss                                                | 24
|    | 13.12. Liens                                                     | 24
|    | 13.13. Market value ratio                                        | 24
|    | 13.14. Permits                                                   | 24
|    | 13.15. Mergers - demergers                                       | 25
|    | 13.16. The Guarantor's Value Adjusted Equity                     | 25
|    | 13.17. The Guarantor's working capital                           | 25
|    | 13.18. The Guarantor's free liquidity                            | 25
|    | 13.19 Non repayment pursuant to Clause 7.03                      | 25
|    | 13.20 Demand under guarantees issued for Trico                   | 25
|    | 13.21. Accelerations                                             | 25
|14. | INDEMNITIES                                                      | 26
|    | 14.01. Indemnities                                               | 26
|15. | THE AGENT AND THE BANKS                                          | 26
|    | 15.01. Appointment and duties of the Agent                       | 26
|    | 15.02. Change in loan documentation                              | 26
|    | 15.03. Responsibility                                            | 27
|    | 15.04. Approval and appraisal                                    | 27
|    | 15.05. Information                                               | 27
|    | 15.06. Default                                                   | 27
|    | 15.07. Reimbursement                                             | 28
|    | 15.08. Exoneration                                               | 28
|    | 15.09. Agent relationship                                        | 28
|    | 15.10. Set-off                                                   | 28
|16. | REDISTRIBUTION OF PAYMENTS                                       | 28
|    | 16.01. Redistribution of payments                                | 28
|17. | FEES AND EXPENSES                                                | 29
|    | 17.01. Flat fee                                                  | 29
|    | 17.02. Agent fee                                                 | 29
|    | 17.03. Costs and expenses                                        | 29
|18. | AMENDMENTS AND WAIVERS                                           | 29
|    | 18.01. Procedure                                                 | 29
|    | 18.02. Waivers                                                   | 29
|19. | MISCELLANEOUS                                                    | 29
|    | 19.01. Partial illegality                                        | 29
|    | 19.02. Security Documents                                        | 30
|    | 19.03. Inconsistency                                             | 30
|20. | ASSIGNMENTS                                                      | 30
|    | 20.01. Banks' assignment                                         | 30
|    | 20.02. Borrower's assignment                                     | 30
|21. | LAW AND JURISDICTION                                             | 30
|    | 21.01. Law                                                       | 30
|    | 21.02. Jurisdiction                                              | 30
|22. | NOTICES                                                          | 30
|    | 22.01. Notices                                                   | 30

> 1 FORM OF DRAWDOWN NOTICE
> 	2 FORM OF RENEWAL NOTICE
> 	3 CONDITION PRECEDENT DOCUMENTS
> 	4 LIST OF BANKS AND COMMITMENTS
> 	5 NEGATIVE PLEDGE VESSELS
> 	6 FORM OF COMPLIANCE CERTIFICATE
> 	This Loan Agreement is made the 18 April 2000.

BETWEEN

> 1) TRICO SHIPPING AS

2) THE BANKS AND FINANCIAL INSTITUTIONSwhich names and addresses are listed in Schedule 4 hereto, 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")



1. PURPOSE

1.01. Purpose

This Agreement sets out the terms and conditions upon and subject to which
each Bank will make available to the Borrower a secured loan facility up to the
aggregate maximum principal amount, not exceeding its commitment as specified in
Schedule 4 hereto for the purpose of assisting the Borrower in financing share
capital repayment.



> 1.02. Nature of the Banks' obligations

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:

> 2. DEFINITIONS

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

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

"Assignments of Insurances"assignment to be executed by
the Borrower in favour of the Agent on behalf of the Banks whereby all benefits
from the Vessels insurances are assigned to the Agent on behalf of the Banks, in
the terms and form as the Agent on behalf of the Banks may require.

"Bank" pursuant to the definitions of Banks below, each of the
banks and financial institutions whose names and addresses appear in Schedule 4
hereto.

"Banking Day" a day upon which banks are open for the
transaction of business of the nature required by this Agreement.

"Banks" the Banks and financial institutions whose names and
addresses appear in Schedule 4 (including any other 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.

"Chaser" the M/V "Northern Chaser" of 2,783 dwt built
1991 registered in the Borrower's name in the British ship registry with call
signal MFFN 6.

"Chaser Deed of Covenants" a deed of covenants
collateral to the Chaser Mortgage, entered or to be entered into between the
Borrower the Agent on behalf of the Banks, in such form and substance as the
Agent on behalf of the Banks may require.

"Chaser Mortgage" a first priority mortgage to be executed by
the Borrower on the Chaser in the amount of NOK 156,250,000.-in favour of
the Agent on behalf of the Banks, in such form and substance as the Agent on
behalf of the Banks may require.

"Commitment" the amount set opposite each of the Banks in
Schedule 4 hereto.

"Commitment Period"the period commencing at 7 April
2000and expiring the 30 April 2000, or such later date as all the Banks in their
sole discretion may agree.

"Contribution" means as to each of the Banks, the principal sum
(not exceeding the amounts specified against the name of such Bank in Schedule
4) which such Bank is obliged to contribute to the Loan 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 statement to be executed by
the Borrower in favour of the Agent on behalf of the Banks in respect of the
Mortgages, in the terms and form as the Agent on behalf of the Banks may
require.

"Drawdown Date" the date on which the Loan is advanced to the
Borrower in accordance with Clause 5 of this Agreement.

"Drawdown Notice"a notice in the terms and form as set
out in Schedule 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.

"EUR" the legal currency at any relevant time hereunder within
the European Monetary Union (EMU).

"Euribor" Euro Interbank Offered Rate - the rate at which EUR
interbank term deposists within the Euro zone are offered by one prime bank to
another prime bank and which presently appears at the Reuters screen page
EURIBOR01, at 11h00 Central European Time two (2) Banking Days before the
beginning of the Interest Period.

"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.

"Event of Default"any of the events or circumstances
described in Clause 13.

"Facility Agreement"the reducing revolving credit
facility dated 28 June 1998 between Nedship Bank NV (acting through its
Norwegian branch Nedship Bank (Nordic)), Den norske Bank ASA, Unibank AS and the
Borrower in the original amount of NOK 650,000,000.

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

"Guarantee" anunconditionally and irrevocably guarantee
to be executed by the Guarantor in favour of the Agent on behalf of the Banks as
security for the Borrower's obligations under this Agreement, in the terms and
form as the Agent on behalf of the Banks may require.

"Guarantor" Trico Supply ASA (organisation no. 976 853 938),
Radhusgaten 4, P.O.Box 85, 6090 Fosnavag, Norway.

"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 successive period of (i) one (1)
(limited to three times a year without consent from the Banks, such consent not
to be unreasonable withheld), three (3) or six (6) months, or (ii) such other
period as may be requested by the Borrower and agreed by the Banks (subject to
availability of such funds to the Banks), 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 and EUR) 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" an amount not exceeding NOK 125,000,000.- or the
Equivalent Amount of NOK 125,000,000.- to be lent by the Banks to the
Borrower or the balance thereof outstanding at any relevant time hereunder.

"Loan Period"the period commencing on the 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" Trico Supply AS or Trico

"Management Agreements" management agreement between the
Manager and the Borrower dated 1998.

"Margin" onepointten per cent (1,10%) per annum.

"Mortgages" the Chaser Mortgage and the River Mortgage.

"Negative Pledge Vessels" the vessels as specified in
Schedule 5 hereto.

"NIBOR" for each Interest Period the rate determined by 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, for a period equal to that Interest Period and in an amount equal to the
outstanding amount of 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 Currency into NOK, calculated at the Exchange Rate.

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

"Original NOK Amount"NOK 125,000,000.-.

"Renewal Notice"a notice in the terms and form as set
out in Schedule 2 hereto.

"Repayment Date"any date on which an instalment is
payable pursuant to Clause 7 of this Agreement.

"River" the M/V "Northern River" of 4,400 dwt built
1998 registered in the Borrower's name in the Norwegian Ordinary Ship Register
with call signalLJBY.

"River Mortgage" a first priority mortgage to be executed by
the Borrower on the River in the amount of NOK 156,250,000.- in favour of
the Agent on behalf of the Banks, in such form and substance as the Agent on
behalf of the Banks may require.

"Security Documents"the Mortgages, the Chaser Deed of
Covenants, the Declaration of Pledge, the Guarantee and the Assignment 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 12.07.

"Vessels" Chaser and River.

> 3. REPRESENTATIONS AND WARRANTIES
> 		3.01. Representation and warranties

The Borrower makes the representations and warranties set out in this Clause
3 to the Agent and each Bank.



> 3.02. Corporate
> 		
> 		a) The Borrower is a duly constituted and properly incorporated
> 		company with limited liability under Norwegian law, and with a share
> 		capital of NOK 590,239,000.- and is wholly owned by the Guarantor.
> 		b) The Guarantor is a duly constituted and properly incorporated
> 		company with limited liability under Norwegian law, and with a share
> 		capital of NOK 123,031,320.- and is owned 100% of Trico, through
> 		its wholly owned subsidiary Trico Marine International Holdings B.V.
> 		
> 		3.03. Powers and authority

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 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.



> 3.04. Authorisations

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.



> 3.05. No default - litigations

The making, execution and delivery of this Agreement and the Security
Documents and the performance thereunder will not infringe any other agreement
to which the Borrower 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.



> 3.06. Chaser

Chaser will, upon the Drawdown Date, be:

> (i) in the absolute and (save as the Chaser Mortgage) unencumbered
> 		ownership of the Borrower.
> 		(ii) registered in the name of the Borrower in the British 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 requirements and overdue recommendations of said
> 		classification society.
> 		(v) insured in accordance with the provisions of Clause 12.05 of this
> 		Agreement.
> 		
> 		3.07. River

River will, upon the Drawdown Date, be:

> (i) in the absolute and (save as the River 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 requirements and overdue recommendations of said
> 		classification society.
> 		(v) insured in accordance with the provisions of Clause 12.05 of this
> 		Agreement.
> 		
> 		4. CONDITIONS PRECEDENT
> 		4.01. Documentary conditions precedent

The several obligation of each Bank to make their respective Contribution of
the Loan available hereunder shall be subject to the condition that the Agent on
behalf of the Banks has received the documents and evidence set out in Schedule
3 in a form satisfactory to the Agent and its legal advisors.



> 5. DRAWDOWN AND CURRENCY
> 		CONVERSION
> 		5.01. Drawdown Notice

Subject to Clause 4 above and that no Event of Default has occurred, the
Borrower will draw down the Loan in one amount being 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 three (3) Banking Days prior to the
Drawdown Date which, once received by the Agent, shall be irrevocable.



> 5.02. Representation and warranty

The 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. Commitment Period

To the extent the Loan has not been drawn within the Commitment Period, the
Banks commitment to advance the Loan shall terminate and the Loan shall not be
available for drawing.



> 5.04. Drawdown in Optional Currencies

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 The Loan is made available in an Optional Currencies.



> 

5.05. Optional Currencies not available

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 Loan shall be denominated in
NOK.



> 

5.06. Non request for Optional Currencies

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



> 

5.07. Determination of the NOK Amount of the Loan
	on Repayment Dates

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



> 

5.08. NOK Amount exceeds Original NOK Amount (as
	reduced)

If the NOK Amount of the Loan on a Repayment Date exceeds the Original NOK
Amount, reduced by any repayments and/or prepayments 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 Repayment Date.



> 5.09. NOK Amount less than Original NOK
> 		Amount (as reduced)

If the NOK Amount of the Loan on a Repayment Date is less than the Original
NOK Amount, reduced by any repayments and/or prepayments 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 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.



> 

5.10. Payment of interest in Optional Currencies

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



> 

5.11. Disbursement through the Agent

Forthwith upon receipt by the Agent of a duly completed Drawdown Notice in
respect of the Loan, 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.



> 6. INTEREST
> 		6.01. Interest periods

The Borrower may, by serving the Renewal Notice hereto to the Agent on behalf
of the Banks not later than 10 a.m. (Norwegian time) three (3) Banking Days
before the beginning of each Interest Period, specify the duration of the
commencing Interest Period (not being the first Interest Period, which is being
selected in the Drawdown Notice).



> 6.02. Interest payments

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 (in respect of USD and GBP) and/or Nibor (in
respect of NOK) and/or Euribor (in respect of EUR) for such Interest Period.



> 6.03. Default interest

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 of such default 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 documented costs to the Banks in financing such sums for such
periods as the Banks shall determine. Such interest to be payable promptly on
demand.



> 6.04. Interest Periods in connection with
> 		instalments

The Borrower shall for an amount equivalent to a relevant forthcoming
instalment pursuant to Clause 7 of this Agreement, select an Interest Period
which expires on the relevant Repayment Date, for such amount and for this
purpose alone the Borrower shall be entitled to select Interest Periods of
different lengths in relation to the Loan.



> 6.05. Six-monthly payments

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.



> 6.06. Absence of selection

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 six (6) months.



> 6.07. Calculation

All interest shall be calculated on the actual number of days elapsed and on
the basis of a 360-day year.



> 7. REPAYMENT
> 		7.01. Repayment of the Loan

Without prejudice to the Banks' rights pursuant to Clause 13 of this
Agreement, the Loan shall be repaid as follows:

|Instalment  | Repayment Dates  | Amount in NOK or Equivalent Amount in Optional Currencies
|----------- | ---------------- | ---------------------------------------------------------
|1           | 28 June 2001     | 12,500,000.-                                             
|2           | 28 December 2001 | 12,500,000.-                                             
|3           | 28 June 2002     | 12,500,000.-                                             
|4           | 28 December 2001 | 12,500,000.-                                             
|5           | 28 June 2003     | 12,500,000.-                                             
|6 (Balloon) | 28 June 2003     | 62,500,000.-                                             



> 7.02. Non Banking Day

If payment of an instalment pursuant to Clause 7.01 is going to be made on a
day which is not at Banking Day, payment of such instalment shall be made on the
following Banking Day, unless such day falls in the next calendar month in which
case the payment of such instalment shall be made on the preceding Banking Day.



> 7.03. Repayment due to change in shareholding
> 		in the Guarantor

The Banks shall have the right to demand the Loan to be repaid in full in one
(1) amount if any shareholder in the Guarantor other than Trico. 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. PREPAYMENT
> 		8.01. Prepayments

The Borrower shall be entitled to prepay the Loan without penalty in whole or
in part on the last day of any Interest Period, by giving the Agent on behalf of
the Banks (unless otherwise approved by the Banks) not less than four (4)
Banking Days irrevocable notice prior to the end of the relevant Interest
Period, provided that any amount prepaid being NOK 5,000,000.- or a
multiple thereof.



> 8.02. Inverse order

Any amount prepaid pursuant to Clause 8.0l shall be applied as payment of the
instalment in inverse order of maturity.



> 8.03. No redraw

No amount prepaid pursuant to Clause 8.01 may not be drawn again.



> 9. PAYMENTS
> 		9.01. Payments in full

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 9.03, free
and clear of any deductions or withholdings.



> 9.02. Place/account

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.



> 9.03. Grossing-up

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



> 9.04. Banks right to set-off

Following the occurrence of an Event of Default, the Agent (acting on its own
behalf and on behalf of the Banks) and each of the Banks individually (acting on
its own behalf and on behalf of the Agent and the other Banks) shall to the
extent permitted by relevant law, have a separate right of set-off in respect of
any credit balance, in any currency, on any account the Borrower might have with
the Agent and each of the Banks individually (branches included) against any sum
due to the Agent and the Banks hereunder.



> 10. SECURITY
> 		10.01. Security

The Loan together with all unpaid interest, default interest, commissions,
charges, expenses and any derived liability whatsoever of the Borrower towards
the Banks in connection therewith shall be secured by:

(i) the Mortgages, and

(ii) the Chaser Deed of Covenants, and

(iii) the Declaration of Pledge, and

(iv) the Assignments of Insurances, and

(v) the Guarantee.



> 10.02. Security for interest and/or currency
> 		management products

The Security Documents shall also secure the Borrower's liabilities and
obligations in respect of any interest products related to the Loan 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 Loan.



> 11. CHANGES IN CIRCUMSTANCES
> 		11.01. Illegality

If it becomes illegal under any law applying to the Banks or any of them to
make or maintain the Loan, then the Banks' commitment to make available their
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 endeavour to fund the Loan from other legal
sources.



> 11.02. Increased costs

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),
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 Contribution the Loan and
the amount such increased cost. In such event, the Borrower may repay such Bank's
and/or Banks' Contribution (or any amount outstanding) on the last day of the
then current Interest Period by paying such Bank's and/or Banks'
Contribution and the amount of any increased costs and all interest accrued to
that day.



> 11.03. Non-availability

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.



> 11.04. Market disruption

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.



> 11.05. Force majeure

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.



> 12. COVENANTS
> 		12.01. Duration

The Borrower agrees that the covenants in this Clause 12 remains in full
force and effect until the full and final payment of all indebtedness owing
under or secured by this Agreement and the Security Documents.



> 12.02. Notification of default

The Borrower will give prompt written notice to the Agent on behalf of the
Banks of the following:

> (i) any Events of Default or any event 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.
> 		(ii) any occurrence of which it becomes aware which might adversely
> 		affect its ability to perform its obligations under this Agreement and
> 		the Security Documents.
> 		
> 		12.03. Authorisation

The Borrower will maintain in full force and effect all government, tax,
monetary and other approvals required to enable each of 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.



> 12.04. Financial information

The Borrower will furnish the Agent on behalf of the Banks with the
following:

> (i) within 120 days after the close of each financial year, two
> 		copies confirmed by its auditor (who shall be a government approved
> 		auditor ("Statsautorisert Revisor")) of the audited balance
> 		sheets of the Borrower and the Guarantor as of the close of each
> 		financial year and audited statement(s) of profit and loss and surplus
> 		of the Borrower and the Guarantor.
> 		(ii) yearly cash flow projections specifying major assumptions for
> 		the Borrower.
> 		(iii) periodical (at least semi-annual) unaudited profit- and loss
> 		account within 60 days after expiry of each relevant period.
> 		(iv) such financial and other information concerning the Borrower and
> 		the Guarantor and their respective affairs and operations as the Banks
> 		may from time to time reasonably require.
> 		
> 		12.05. Insurances
> 		
> 		The Borrower will,
> 		a) if not otherwise agreed with the Banks, insure and keep the
> 		Vessels satisfactorily insured in the reasonable opinion of the Banks at
> 		the Borrower's expense against
> 		(i) Hull & Machinery Hull Interest, Freight Interest
> 					and other usual marine risks
> 					(ii) war risks
> 					(iii) full protection and indemnity risks
> 		
> 		the insurance specified in (i) and (ii) above shall in aggregate be
> 		for at least onehundredandtwenty (120) percent of the Loan, provided
> 		however that the Vessels shall be insured for the market value and that
> 		the Hull & Machinery insurance of the Vessels shall be at least
> 		equal to the Loan.
> 		b) not employ any of the Vessels or cause any of the Vessels 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 premium or
> 		otherwise as the insurers may prescribe.
> 		c) if the Vessels or any of them are being insured for all or any of
> 		the insurances specified in Clause 12.05 a) otherwise than in conformity
> 		with the Norwegian Marine Insurance Plan of 1996, enter into an
> 		assignment with the Banks, by which all the insurance proceeds in
> 		respect of the Vessels are assigned to the Banks, and to advise the
> 		Banks in writing about the intention to enter into such insurance
> 		agreement thirty (30) Banking Days before the expiry of the current
> 		insurance arrangement.
> 		
> 		12.06. Class
> 		
> 		a) The Borrower will maintain each of the Vessels classed as
> 		described in Clause 3.06 (iii).
> 		b) The Borrower will not change classification society of any of the
> 		Vessels without the prior written consent of the Agent on behalf of the
> 		Banks.
> 		
> 		12.07. Valuation

The Borrower will cause the Vessels 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.



> 12.08. Sale
> 		
> 		a) If one of the Vessels is sold or declared a Total Loss or in the
> 		process of being sold the Borrower will immediately inform the Agent
> 		about such sale. The Borrower will if requested by the Agent on behalf
> 		of the Banks present fresh valuations pursuant to Clause 12.07 of the
> 		Vessels. The Borrower will prepay the Loan in connection with such sale
> 		with a percentage equal to the market value of the Vessel being sold
> 		divided with the market value for the Vessels as provided for herein.
> 		b) If one of the Vessels is sold pursuant to Clause 12.08 above, the
> 		Borrower will not sell the remaining Vessel without the prior written
> 		consent of the Banks.
> 		
> 		12.09. Management

The Borrower will not make any changes in the Management Agreement or enter
into any other agreements concerning management and/or operation of any of the
Vessels with companies outside "Trico-group" without the prior written
consent of the Banks.



> 12.10. Flag

The Borrower will not change flag or ship registry of any of the Vessels or
allow any of the Vessels to be dually registered without the prior written
consent of the Banks.



> 12.11. ISM Code
> 		
> 		a) The Borrower will comply, and/or procure that the Manager (or any
> 		manager) of the Vessels will comply, with the International Safety
> 		Management Code for the Safe Operation of Ships and for Pollution
> 		Prevention adopted by the International Maritime Organisation (as the
> 		same may be amended from time to time "the ISM Code") or any
> 		replacement of the ISM Code and, without prejudice to the generality of
> 		the foregoing, at all times -
> 		(i) hold, or procure that the Manager (or any manager) of
> 					the Vessels holds, a valid Document of Compliance duly
> 					issued to the Borrower or any manager (as the case may be)
> 					pursuant to the ISM Code;
> 					(ii) provide the Agent on behalf of the Banks with copies
> 					of any such Document of Compliance and Safety Management
> 					Certificate as soon as the same are issued;
> 					(iii) keep, or procure that there is kept, on board the
> 					Vessels a copy of any such Document of Compliance and the
> 					original of any such Safety Management Certificate; and
> 					(iv) inform the Agent on behalf of the Banks immediately
> 					should the Document of compliance and/or Safety Management
> 					Certificate be cancelled, rescinded, suspended or amended in
> 					any material way.
> 		b) comply with the requirements of the IMO International Safety
> 		Management Code and to hold a valid Document of Compliance and ensure
> 		that the Vessels are in possession of a valid Safety Management
> 		Certificate.
> 		
> 		12.12. Loans
> 		
> 		a) not obtain any loans from the Trico and/or subsidiaries of Trico
> 		(hereunder but not limited to the Guarantor) unless such loan(s) are
> 		subordinated to the Loan.
> 		b) not make any payments on loans granted by companies in the same
> 		company-group as the Borrower after an Event of Default is threatening
> 		or has occurred.
> 		
> 		12.13. Sale of shares

The Borrower will not consent to any transfer of shares without the prior
written consent of the Banks.



> 12.14. Negative pledge

The Borrower will

> a) not further mortgage any of the Vessels, except only for second
> 		priority mortgages on the Vessels to secure the Facility Agreement
> 		without an acceptable co-ordination agreement with the Banks.
> 		b) not mortgage or encumber the Negative Pledge Vessels for an amount
> 		exceeding NOK 50,000,000.- in aggregate however, if the Facility
> 		Agreement is prepaid in whole (and not refinanced) this negative pledge
> 		clause will be deleted.
> 		
> 		12.15. Intercompany chartering

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



> 12.16 Compliance Certificate

The Borrower will send to the Agent the Compliance Certificate (in form of
Schedule 6 hereto) duly completed with necessary information twice a year within
the end of January and July each year.



> 13. EVENTS OF DEFAULT
> 		13.01. Events of Default

Each of the events set out in Clause 13.02 to 13.21 (inclusive) is an Event
of Default (whether or not caused by any reason whatsoever outside the control
of the Borrower or any other person).



> 13.02. Non-payment

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.



> 13.03. Misrepresentation

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
wrong or misleading in a material respect when made or given or would if given
or made at any time after the date of this Agreement by reference to the fact
subsisting at the time be incorrect or untrue in any material respect.



> 13.04. Breach of obligations

The Borrower fails (in the reasonable opinion of the Banks) to perform any
obligation (including without limitation Clause 12 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.



> 13.05. Cross-default

An event occurs which constitutes or with the passing of time or the giving
of notice or both, would constitute an event of default under any other
agreement entered into by the Borrower and whose breach would in the reasonably
opinion of the Banks- have a material effect on the financial condition of the
Borrower or any of them.



> 13.06. Material adverse change

A material adverse change (in the reasonable opinion of the Banks) occurs
with respect to the financial condition of the Borrower.



> 13.07. Admittance of non-payment

The Borrower suspends payments of their debts or are unable to or admit their
inability to pay their debts as they fall due.



> 13.08. Insolvency

The Borrower proposes or enters into a composition or other arrangement for
the benefit of their creditors generally (Akkord og gjeldsforhandling) or are
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.



> 13.09. Mutatis mutandis for the Guarantor

Any of the events or circumstances referred to in Clause 13.05, 13.06, 13.07
and/or 13.08 applied mutatis mutandis occurs or arises in respect of the
Guarantor and these events or circumstances are not remedied within 30 days by
replacement acceptable to the Banks.



> 13.10. Events in Security Documents

Any of the events of default specified in any of the Security Documents arise
or occur.



> 13.11 Guarantor's declaration

The Guarantor is in default under the Guarantor's Declaration.



> 13.12. Total loss

Any of the Vessels becomes a total loss or a constructive or agreed total
loss.



> 13.12. Liens

Any of the Vessels is captured, seizured, arrested, detended or confiscated
unless such Vessel is released within thirty (30) days after such occurrence.



> 13.13. Market value ratio

The aggregate market value (charterfree) of the Vessels valuated in
accordance with Clause 12.07 at any time during the Loan Period is less than
onehundredandthirtyfive per cent (135 %) of the aggregate of the Loan
provided however that the Borrower under such circumstances shall be entitled to
grant additional securities acceptable to the Banks.



> 13.14. Permits

Any licence, consent, permission or approval required in order to enforce,
complete or perform this Agreement and/or the Security Documents is revoked,
terminated or modified in a manner reasonable unacceptable to the Agent.



> 13.15. Mergers - demergers

The Borrower effects any demerger or merger without the prior written consent
of the Agent on behalf of the Banks.



> 13.16. The Guarantor's Value Adjusted Equity

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



> 13.17. The Guarantor's working capital

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 term liabilities)).



> 13.18. The Guarantor's free liquidity

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.-.



> 13.19 Non repayment pursuant to Clause 7.03

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 7.03.



> 13.20 Demand under guarantees issued for
> 		Trico

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.



> 13.21. Accelerations

The Agent may after consultation with the Banks, and on the instruction of
the Banks shall, without prejudice to any of the Banks' other rights, at any
time after the happening 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.
> 		
> 		14. INDEMNITIES
> 		14.01. Indemnities

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, disagio 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 prepayment of the Loan or part thereof being made under
> 		Clause 8 or 11 otherwise than on an Interest Payment Date, or
> 		(iv) any court judgement expressed in a currency other than NOK

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.



> 15. THE AGENT AND THE BANKS
> 		15.01. Appointment and duties of the Agent

The Banks authorize the Agent (either 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. 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 further 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, or the Loan unless caused by its or their gross negligence or wilful
misconduct.



> 15.02. Change in loan documentation

Subject to clause 15.02,

> a) the Agent may, with the consent of the Banks, amend, modify or
> 		otherwise vary or waive breaches of, or defaults under, or otherwise
> 		excuse performance of, any provisions of this Agreement. Any such action
> 		so authorised and effected by the Agent shall be promptly notified to
> 		the Banks by the Agent and shall be binding on all the Banks.
> 		b) except with the prior written consent of all the Banks, the Agent
> 		shall not have authority on behalf of the Banks, to agree to any
> 		amendment to this Agreement, which would (i) reduce the Margin, (ii)
> 		extend the due date or reduce the amount of any payment of principal,
> 		interest or other amount payable under this Agreement, (iii) change the
> 		currency in which any amount is payable under this Agreement, (iv)
> 		extend the Commitment Period, (v) change this clause 15.02, or (vi) make
> 		any changes in the Security Documents or security requirements evidenced
> 		by the Security Documents or the Agreement.
> 		
> 		15.03. Responsibility

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 partners 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 of any certificate, report or
other document executed or delivered hereunder.



> 15.04. Approval and appraisal

Each Bank has made and shall make its own independent investigation of the
financial condition and the affairs of the Borrower 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.



> 15.05. Information
> 		
> 		a) The Agent shall forward as soon as possible all substantial
> 		documents or notices received from the Borrower in accordance with this
> 		Agreement to the other Banks.
> 		b) The Agent shall distribute with same day value 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 fees (and not payable to any Bank) or by way of
> 		reimbursement of expenses incurred by it.
> 		c) Promptly to notify the Banks of the occurrence of any Event of
> 		Default.
> 		d) Inform the Banks from time to time as required by the Banks the
> 		balance of the Pledged Account.
> 		
> 		15.06. Default

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.



> 15.07. Reimbursement

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.



> 15.08. Exoneration

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 their obligations
hereunder.



> 15.09. Agent relationship

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.



> 15.10. Set-off

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
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 under this Agreement as
each other Bank.



> 16. REDISTRIBUTION OF PAYMENTS
> 		16.01. Redistribution of payments

If at any time the proportion which any Bank has received or recovered of its
portion of any sum due from the Borrower to the Banks hereunder is greater than
the proportion thereof received or recovered by the Bank receiving the smallest
proportion thereof, then,

> (i) such Bank shall pay promptly to the Agent the excess amount, and
> 		(ii) the Agent shall treat such payment as if it was a payment by the
> 		Borrower on account of the sum owed to the Banks as aforesaid, and
> 		(iii) as between the Borrower and such Bank, the excess amount shall
> 		be treated as not having been paid.
> 		
> 		17. FEES AND EXPENSES
> 		17.01. Flat fee

The Borrower shall pay to the Banks a flat fee of NOK 375,000.- payable
at Drawdown Date or such earlier date as requested by the Banks if the Loan is
not drawn for any reason whatsoever.



> 17.02. Agent fee

The Borrower shall pay to the Agent a yearly agent fee of NOK 20,000.-.
The agent fee is payable yearly in advance, the first time the 30 April 2000.



> 17.03. Costs and expenses

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 and publication expenses)
incurred by 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. Procedure

This Agreement may only be amended or changed by a document in writing signed
by the Borrower and the Agent.



> 18.02. Waivers

No delay or failure by the Agent on behalf of any Bank 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 Banks shall always be entitled to
exercise all their rights and remedies unless it shall have expressly waived
them in writing.



> 19. MISCELLANEOUS
> 		19.01. Partial illegality

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. Security Documents

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



> 19.03. Inconsistency

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. Banks' assignment

The Banks may assign any of their rights under this Agreement in whole or in
part to first class banks or financial institutions and the Borrower undertakes
to execute such documents as may be required by the Banks to perfect any such
assignment.



> 20.02. Borrower's assignment

The Borrower may not assign any of its rights or obligations under this
Agreement.



> 21. LAW AND JURISDICTION
> 		21.01. Law

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



> 21.02. Jurisdiction

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



> 22. NOTICES
> 		22.01. Notices

Any notice to be given or any document to be delivered may be sent by telefax
or by first class airmail to the addresses and faxnos. listed in the
introduction to this Agreement or in Schedule 4 hereto.

* * *

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





SCHEDULE 1

FORM OF DRAWDOWN NOTICE



To: Den norske Bank ASA
Attn.: Loan Administration



RE: LOAN IN THE EQUIVALENT AMOUNT OF NOK 125,000,000.- GRANTED BY NEDSHIP
BANK N.V. AND DEN NORSKE BANK ASA - LOAN AGREEMENT DATED APRIL 2000 (THE "LOAN AGREEMENT")

We refer to the above mentioned Loan Agreement and hereby:

> 1. confirm that we will irrevocably draw down the Loan on the ( )
> 		April 2000.
> 		2. select (or request) a first Interest Period of ( ) (months).
> 		3. confirm that:
> 		(i) no event or circumstance has occurred which constitutes, or
> 			which with the giving of notice or lapse of time or both would
> 			constitute an Event of Default under the Loan Agreement.
> 			(ii) the representations and warranties contained in Clause 3 of
> 			the Loan Agreement are true and correct at the date hereof as if
> 			made with respect to the facts and circumstances existing at such
> 			date.
> 			(        )
> 			TRICO SHIPPING AS
> 			
> 			
> 			
> 			...................................................

SCHEDULE 2



FORM OF RENEWAL NOTICE



To: Den norske Bank ASA
Attn.: Loan Administration

> 

RE: LOAN IN THE EQUIVALENT AMOUNT OF NOK 125,000,000.- GRANTED BY
NEDSHIP BANK N.V. AND DEN NORSKE BANK ASA - LOAN AGREEMENT DATED APRIL 2000 (THE
"LOAN AGREEMENT")

We refer to the above mentioned Loan Agreement and hereby:

> 1. confirm that we will renew the said Loan again for value (date).
> 		2. select or request an Interest Period of ( ) months.
> 		3. confirm that:
> 		(i) no event or circumstance has occurred which constitutes, or
> 			which with the giving of notice or lapse of time or both would
> 			constitute an Event of Default under the Loan Agreement.
> 			(ii) the representation of warranties contained in Clause 3 of
> 			the Loan Agreement are true and correct at the date hereof as if
> 			made to respect of the facts and circumstances existing at such
> 			date.

(        )

TRICO SHIPPING AS



.......................................................





SCHEDULE 3

> 1. General/Corporate documents
> 		
> 		a) a Company Certificate (firmaattest) in respect of the
> 			Borrower, and
> 			b) a Company Certificate (firmaattest) in respect of the
> 			Guarantor, and
> 			c) the articles of association in respect of the Borrower, and
> 			d) the articles of association in respect of the Guarantor, and
> 			e) resolutions of the Borrower evidencing the approval of this
> 			Agreement and the Security Documents, and
> 			f) resolutions of the Guarantor evidencing the approval of the
> 			Guarantee and the Guarantor's Declaration.
> 		2. Authorisations
> 		
> 		a) all government, tax, monetary and other approvals referred to
> 			in Clause (       ).
> 		3. Security Documents etc.
> 		
> 		a1) the Chaser Mortgage duly executed by the Borrower together
> 			with evidence that the same has been registered against Chaser with
> 			first priority in the British Ship Register, and
> 			a2) the River Mortgage duly executed by the Borrower together
> 			with evidence that the same has been registered against River with
> 			first priority in the Norwegian Ordinary Ship Register, and
> 			b) the Chaser Deed of Covenants duly executed by the Borrower and
> 			the Agent on behalf of the Banks; and
> 			c) the Declaration of Pledge duly executed by the Borrower, and
> 			d) the Assignments of Insurances duly executed by the Borrower,
> 			and
> 			e) the Guarantee duly executed by the Guarantor, and
> 			f) the Guarantor's Declaration duly executed by the Guarantor.
> 			g) a Co-ordination Agreement between the lenders in the Facility
> 			Agreement and the parties to this Agreement, in form and substance
> 			satisfactory to the Agent.
> 			4. The Vessels
> 		
> 		a) evidence that Chaser;
> 			(i) is registered in the name of the Borrower in the British
> 				Ship Register, and
> 				(ii) is classed in the manner described in Clause
> 				(       ) with Det Norske
> 				Veritas, and
> 				(iii) is insured in accordance with Clause 12.05 of the
> 				Agreement, and that the Banks interest as mortgagees in the
> 				Vessels are duly noted with the respective insurance companies,
> 				and
> 				(iv) complies with the ISM Code requirement set forth in
> 				Clause 12.11.
> 			b) evidence that River;
> 			(i) is registered in the name of the Borrower in the
> 				Norwegian Ordinary Ship Register, and
> 				(ii) is classed in the manner described in Clause
> 				(       ) with Det Norske
> 				Veritas, and
> 				(iii) is insured in accordance with Clause 12.05 of the
> 				Agreement, and that the Banks interest as mortgagees in the
> 				Vessels are duly noted with the respective insurance companies,
> 				and
> 				(iv) complies with the ISM Code requirement set forth in
> 				Clause 12.11.
> 			c) copy of the agreements entered into with the Manager.
> 		5. The Negative Pledge Vessels
> 		
> 		a) satisfactory evidence that there are none registered
> 			encumbrances on each of the Negative Pledge Vessels.
> 		6. Financial conditions
> 		
> 		a) satisfactory evidence that the Guarantor complies with Clause
> 			13.16.
> 			b) satisfactory evidence that the Guarantor complies with Clause
> 			13.17.
> 			c) satisfactory evidence that the Guarantor complies with Clause
> 			13.18.
> 		7. Legal opinions etc.
> 		
> 		a) favourable legal opinions in favour of the Banks in respect of
> 			Norwegian law.
> 			b) favourable legal opinions in favour of the Banks in respect of
> 			British law.
> 			c) such other documents and evidence that the Agent on behalf of
> 			the Banks may require.



SCHEDULE 4

LIST OF BANKS AND COMMITMENTS







Name and
address                                
Amount                                    
Percentage

DEN NORSKE BANK ASA



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                   
NOK 62,500,000.-               
50 %







SCHEDULE 5



negative pledge vessels

Owner: Trico Shipping AS

Vessels:

NORTHERN MARINER
Built: 1986
Class: +1A1 Supply Vessel EO
Official No: 701187
Dwt: 2100

NORTHERN QUEEN
Built: 1982
Class: +1A1, SupplyVessel, SF, LFL*, EO
Official No: 705528
Dwt: 2972

NORTHERN SEA
Built: 1977
Class: +1A1 Supply Vessel
Official No: 377305
Dwt: 1914

NORTHERN SEEKER
Built: 1975
Class: +1A1 Supply Vessel
Official No: 399200
Dwt: 2081

NORTHERN VIKING
Built: 1976
Class: +1A1 EO
Official No: 709583
Dwt: 2215







SCHEDULE 6

- FORM OF COMPLIANCE CERTIFICATE

|MINIMUM VALUE VESSELS                                                        |     |                     
|---------------------------------------------------------------------------- | --- | --------------------
|                                                                             |     |                     
|A = Sum first priority loan                                                  | NOK |                     
|B = Charter free value of mortgaged Vessels                                  | NOK |                     
|Requirement B / A > 135%                                                     | ==> | Compliance: Yes / No
|                                                                             |     |                     
|VALUE ADJUSTED EQUITY TRICO SUPPLY GROUP                                     |     |                     
|                                                                             |     |                     
|A = Book value of vessels                                                    | NOK |                     
|B = Charter free market value of vessels                                     | NOK |                     
|C = Book equity                                                              | NOK |                     
|D = Book total liabilities                                                   | NOK |                     
|E = Value adjusted equity: C + (B - A)                                       | NOK |                     
|                                                                             |     |                     
|F = Value adjusted equity ratio: E / (D + E )                                | %   |                     
|Requirement F > 25%                                                          | ==> | Compliance: Yes / No
|                                                                             |     |                     
|FREE LIQUIDITY TRICO SUPPLY GROUP                                            |     |                     
|                                                                             |     |                     
|A = Cash and bank deposits                                                   | NOK |                     
|B = Bonds and stocks                                                         | NOK |                     
|C = Undrawn portions of drawing facilities                                   | NOK |                     
|                                                                             |     |                     
|Requirement (A + B + C) > NOK 50.000.000                                     | ==> | Compliance: Yes / No
|                                                                             |     |                     
|WORKING CAPITAL TRICO SUPPLY GROUP                                           |     |                     
|                                                                             |     |                     
|A = Current assets                                                           |     |                     
|B = Short term liabilities excluding short term portion of long
			term debt |     |                     
|                                                                             |     |                     
|Requirement: A > B                                                           | ==> | Compliance: Yes / No
|                                                                             |     |                     





---------------        
-----------------------            
-----------------------------
Date                    
Trico Supply ASA            
Trico Shipping AS









|TRICO SHIPPING AS___________________ | p.p. DEN NORSKE BANK ASA ___________________                                                      
|------------------------------------ | --------------------------------------------------------------------------------------------------
|                                     | NEDSHIP BANK N.V.
			acting through its Norwegian branch
			Nedship Bank (Nordic)_________________
|                                     | p.p. DEN NORSKE BANK ASA_________________
			(as Agent)