Trico Contribution. As consideration for its Shares, on the Closing Date, Trico shall make its Capital Contribution in kind in the amount of twenty million five hundred thousand U.S. Dollars (US$20,500,000) by contributing and assigning to the Company (either directly or effectively by contract) all of its rights, title and interest in the Trico Vessels, which shall include all vessel spares parts assigned to such vessels as of the Closing Date. The Parties agree and acknowledge that the total value of the Trico Vessels is deemed to be thirty-eight million US Dollars (US$38,000,000). Accordingly, the Parties agree that, in addition to its Shares, Trico shall receive on the Closing Date immediately available funds from the Company in the amount of seventeen million five hundred thousand US Dollars (US$17,500,000) in exchange for its contribution of the Trico Vessels, such amount constituting the difference between the value of the Trico Vessels and Trico’s Capital Contribution.
Trico Contribution. As consideration for its Shares, Trico shall make its Capital Contribution in kind in the amount of twenty million ninety thousand US Dollars (US$20,090,000) by contributing and assigning to the Company (either directly or effectively by contract) all of its rights, title and interest in the Trico Vessels, free from encumbrances, listed on Annex 1(a) and Annex 1(b) on each of the Initial and Second Closing Dates, respectively, which shall include all vessel spares parts assigned to such vessels of not less than seven hundred forty thousand US Dollars (US$740,000) as of the Initial and Second Closing Date, whichever the case may be. The Parties agree and acknowledge that the total value of the Trico Vessels has been established and is thirty-eight million US Dollars (US$38,000,000). Accordingly, the Parties agree that, in addition to its Shares, Trico shall receive:
a. On the Initial Closing Date, cash from the Company in the amount of fourteen million four hundred and forty-two thousand US Dollars (US$14,442,000) in exchange for its contribution of the Trico Vessels listed on Annex 1(a). The parties acknowledge that the cash amount received by Trico shall be in partial consideration for the following Trico Vessels: Northern Genesis, Northern Mariner, Northern Chaser and Northern Comrade; and
b. On the Second Closing Date (defined below), cash from the Company in the amount of three million and four hundred and sixty-eight thousand US Dollars (US$3,468,000) less the bareboat fee of the Trico Vessels listed on Annex 1(b) from Initial Closing Date through December 31, 2007 in exchange for its contribution of the Trico Vessels listed on Annex 1(b). Notwithstanding the foregoing, the Parties agree that should the Second Closing Date not occur on the date set forth in Section 3.2(a)(iii) below, the cash amount to be received by Trico shall be mutually agreed upon by the Parties. The aggregate amount of cash received by Trico constitutes the difference between the value of the Trico Vessels and Trico’s Capital Contribution less the foresaid bareboat fee. If the Initial Closing Date occurs on June 16, 2006, the bareboat fee shall be US$2,140,380. If not, the bareboat fee shall be calculated at the day rate of US$3,795 from the actual Initial Closing Date through the later of (i) December 31, 2007 and (ii) the end of any existing charter contract term for such vessel.
