exv10w1






Exhibit 10.1




November 8, 2010




BY
FACSIMILE TRANSMISSION

Trieo Marine Services, Inc.

10001 Woodloch Forest Drive, Suite 610

The Woodlands, TX 77380

Attention: Geoff Jones

Telecopy No.: (713) 750-0062




     Reference is made to (i) that certain SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT, dated as of August 24, 2010 (as amended, modified and supplemented to date, the
“Credit Agreement”), among TRICO
MARINE SERVICES, INC. (the “Borrower”), the Guarantors from time to time party thereto, the
Lenders from time to time party thereto, and OBSIDIAN AGENCY SERVICES, INC. as Agent and
(ii) the Interim Order (as defined in the Credit Agreement). Capitalized terms used
herein without definition have the meanings ascribed to such terms in the Credit Agreement.



     The undersigned, in its capacity as Agent, hereby gives you notice that (i)
pursuant to paragraph 13(a) of the Interim Order that Events of Default, including, without
limitation, the failure to enter the Final Order by October 21, 2010 as required
by Section 11.14 of the Credit
Agreement and failure of the refinancing of the Prepetition First Lien Loans to be
approved in the Final Order by October 21, 2010, as required by Section 11.31 of the Credit
Agreement, have occurred and are continuing and the balance in the Advance Account is no longer
available to the Debtors and, subject to clause (iii) below, the cash collateral is no longer
available the Debtors; (ii) pursuant to Section 11.32 of the Credit Agreement, Agent hereby (a)
terminates the use of any Cash Collateral (after giving effect to the Waiting Period); and (b)
terminates any outstanding Commitments; and (iii) pursuant to paragraph 3 of the Interim Order, the
consent of the Prepetition First Lien Agent and the Prepetition First Lien Lenders to the
Borrower’s and each other Debtor’s use of cash collateral pursuant to the Approved Budget shall
terminate on November 13, 2010.



     After giving effect to the Waiting Period described in Section 11.32 of the Credit Agreement
and paragraph 21(a)(ii) of the Interim Order, the Agent and the Lenders will proceed with exercise
of their remedies. The Agent, the Lenders, the Prepetition First Lien Agent and the Prepetition
First Lien Lenders are prepared to negotiate use of cash collateral and further access to amounts
in the Advance Account in order to fund operations of the Borrower through and including December
14, 2010, in order to close a sale of the Borrower’s assets. In addition, you are hereby
instructed to proceed with a sale of all assets of the Debtors, as required pursuant to
and in accordance with the provisions of paragraph 22 of the Interim Order; however, the timing of
such sale may need to be accelerated as a result of the Debtors’ lack of liquidity.



     The Agent and the Lenders hereby retain all their rights to pursue other remedies under the
Credit Agreement and the other Loan Documents, including, without limitation, pursuing state law
foreclosure actions.

















 





     Agent and the Lender hereby preserve their right to exercise any other remedies under and
pursuant to the Credit Agreement, the Loan Documents and the Interim Order.



	 	 	 	 	 
	 	OBSIDIAN AGENCY SERVICES, INC.,

as Agent

 	 
	 	By:  	/s/ David Hollander
 	 
	 	 	Name:  	David Hollander 	 
	 	 	Title:  	Vice President 	 
	 




	cc: 	 	 John Mitchell (counsel to the Debtors) — jmitchell@velaw.com

Robert Dehney (counsel to the Debtors) — rdehney@mnat.com

David S. Rosner (counsel to the Creditors’ Committee) — drosner@kasowitz.com

Laura Davis Jones (counsel to the Creditors’ Committee) — ljones@pszjlaw.com

Kurt Mayr (counsel to certain noteholders) — kurt.mayr@bgllp.com

Kurt Gwynne (counsel to the Prepetition Indenture Trustee) — kgwynne@reedsmith.com

Steven Heim (counsel to the Prepetition Indenture Trustee) — heim.steven@dorsey.com

David Buchbinder (Office of U.S. Trustee) — David.L.Buchbinder@usdoj.gov