exv10w3






Exhibit 10.3




EXECUTION COPY




SIXTH AMENDMENT TO CREDIT AGREEMENT




          SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of October 30,
2009, by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”),
TRICO MARINE ASSETS, INC., a Delaware corporation (“Trico Assets”), as a Guarantor, and
TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators”), as a Guarantor,
the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and
NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the
“Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral
Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit Agreement referred to
below.




WITNESSETH:




          WHEREAS, the Borrower, Trico Assets, Trico Operators, the Lenders from time to time party
thereto, and the Administrative Agent are parties to an Amended and Restated Credit Agreement,
dated as of August 29, 2008, and amended by (i) the First Amendment to Credit Agreement, dated as
of March 10, 2009, (ii) the Second Amendment to Credit Agreement dated as of May 8, 2009, (iii) the
Third Amendment to Credit Agreement dated as of May 14, 2009, (iv) the Fourth Amendment and Consent
to Credit Agreement dated as of July 29, 2009 and (v) the Fifth Amendment to Credit Agreement dated
as of August 5, 2009 (the “Credit Agreement”);




          WHEREAS, subject to the terms and conditions of this Sixth Amendment, the parties hereto wish
to amend certain provisions of the Credit Agreement as herein provided;




          NOW, THEREFORE, it is agreed:




I. Amendments to Credit Agreement.




          1. The definition of “Consolidated EBITDA” appearing in Section 1 of the Credit
Agreement is amended by deleting the period at the end of such definition and adding the following
text in lieu thereof:




          “; provided, further, that the calculation of Consolidated EBITDA shall
exclude any and all non-cash gains and losses in connection with embedded derivatives related to
the Senior Notes.”.




          Notwithstanding anything to the contrary contained herein, the amendment to the definition of
“Consolidated EBITDA” set forth in this Section 1 shall apply retroactively as of September 30,
2009.




          2. The definition of “Maturity Date” appearing in Section 1 of the Credit Agreement is
hereby amended by deleting the text “July 15, 2010” appearing therein and inserting the text
“December 31, 2011” in lieu thereof.




 









 








          3. The definition of “Mortgaged Vessels” appearing in Section 1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





     “Mortgaged Vessels” shall mean, at any time, each Collateral Vessel and each
Additional Collateral Vessel which is subject to a first priority perfected Vessel Mortgage
at such time. On the Sixth Amendment Effective Date, Mortgaged Vessels are the Vessels set
forth in Schedules XIV and XVIII hereto.”.



          4. The definition of “Multiple Asset Sale Proceeds” is hereby amended by deleting the
text “Section 4.03(f)” appearing therein and inserting the text “Section 4.03(g)” in lieu thereof.




          5. The definition of “Multiple Asset Sale Threshold” is hereby amended by deleting the
text “Section 4.03(f)” appearing therein and inserting the text “Section 4.03(g)” in lieu thereof.




          6. The definition of “Single Asset Sale Proceeds” is hereby amended by deleting the
text “Section 4.03(e)” appearing therein and inserting the text “Section 4.03(f)” in lieu thereof.




          7. Section 3.02 is hereby amended by deleting the text “$10,000,000” appearing in subclause
(i) thereof and inserting the text “$5,000,000” in lieu thereof.




          8. Section 4.01(c) is hereby amended by deleting the text “1/4” appearing in the fourth line
therein and inserting the text “1/8” in lieu thereof.




          9. Section 4.01 is hereby further amended by adding the following text as new clause (g):





     “(g) The Borrower agrees to pay to the Administrative Agent for distribution to each
Lender which is a Non-Defaulting Lender a utilization fee (the “Utilization Fee”),
in Dollars, for each day that the Aggregate Exposure exceeds 50% of the Total Commitment
computed at a rate per annum equal to 3% on the Aggregate Exposure on such day. The accrued
Utilization Fee shall be due and payable quarterly in arrears on each Quarterly Payment Date
and on the date upon which the Total Commitment is terminated.”.



          10. Section 2.09 is hereby amended in its entirety to read as follows:





     “2.09 Interest Periods. At the time the Borrower gives any Notice of Borrowing
in respect of the making of any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 a.m. (New York time) on the third Business Day prior
to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of
any subsequent Interest Period), the Borrower shall have the right to elect, by giving the
Administrative Agent notice thereof, the interest period (each an “Interest Period”)
applicable to such Eurodollar Loan, which Interest Period shall, at the option of the
Borrower, be a three- or six-month period or such other period as may be agreed by the
Lenders (it being understood, however, that during the three-month period preceding the
Maturity Date the Borrower, with the consent of the Administrative Agent, may select



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an Interest Period of less than three months so long as such Interest Period ends no later than
the Maturity Date); provided that:




     (i) all Eurodollar Loans comprising a Borrowing shall at all times have the
same Interest Period;




     (ii) the initial Interest Period for any Eurodollar Loan shall commence on the
date of Borrowing of such Revolving Loan and each Interest Period occurring
thereafter in respect of such Eurodollar Loan shall commence on the day immediately
following the day on which the immediately preceding Interest Period applicable
thereto expires;




     (iii) if any Interest Period relating to a Eurodollar Loan begins on a day for
which there is no numerically corresponding day in the calendar month at the end of
such Interest Period, such Interest Period shall end on the last Business Day of
such calendar month;




     (iv) if any Interest Period would otherwise expire on a day which is not a
Business Day, such Interest Period shall expire on the first succeeding Business
Day; provided, however, that if any Interest Period for a Eurodollar
Loan would otherwise expire on a day which is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such Interest Period
shall expire on the immediately preceding Business Day;




     (v) no Interest Period longer than three months may be selected at any time
when an Event of Default is then in existence;




     (vi) no Interest Period in respect of any Borrowing shall be selected which
extends beyond the Maturity Date; and




     (vii) the selection of Interest Periods shall be subject to the provisions of
Section 2.02.



          If by 11:00 a.m. (New York time) on the third Business Day preceding the expiration of any
Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect a
new Interest Period to be applicable to such Revolving Loans as provided above, the Borrower shall
be deemed to have elected a one month Interest Period to be applicable to such Revolving Loans
effective as of the expiration date of such current Interest Period.”.




          11. Section 4.03 is hereby amended and restated in its entirety to read as follows:




          “4.03 Mandatory Reduction of Commitments.





     (a) In addition to any other mandatory commitment reductions pursuant to this Section
4.03, the Total Commitment (and the Revolving Loan Commitment of each Lender) shall
terminate in its entirety on the Maturity Date.



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     (b) On each Scheduled Commitment Reduction Date, the Total Commitment shall be
automatically reduced by an aggregate principal amount as is set forth opposite each such
Scheduled Commitment Reduction Date below (each such reduction, as the same may be reduced
as provided in Section 4.03(j), a “Scheduled Commitment Reduction”):



	 	 	 	 	 
	 	 	Amount of Total Commitment to be
	 	 	reduced on the relevant Scheduled
	Scheduled Commitment Reduction Date	 	Commitment Reduction Date
	January 1, 2010
	 	$	3,500,000	 
	April 1, 2010
	 	$	3,500,000	 
	July 1, 2010
	 	$	3,500,000	 
	October 1, 2010
	 	$	3,500,000	 
	January 1, 2011
	 	$	3,500,000	 
	April 1, 2011
	 	$	3,500,000	 
	July 1, 2011
	 	$	3,500,000	 
	October 1, 2011
	 	$	3,500,000	 
	The Maturity Date
	 	The amount required to reduce the Total Commitment to zero







     (c) In addition to, but without duplication of, any other mandatory repayments or
commitment reductions required pursuant to this Section 4.03, on (i) the Business Day of any
Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss)
involving a Mortgaged Vessel (other than a Designated Mortgaged Vessel) and (ii) the earlier
of (A) the date which is 180 days following any Collateral Disposition constituting an Event
of Loss involving a Mortgaged Vessel (other than a Designated Mortgaged Vessel) and (B) the
date of receipt by the Borrower, any of its Subsidiaries or the Administrative Agent of the
insurance proceeds relating to such Event of Loss, the Total Commitment shall be
automatically reduced (without further action of the Borrower being required) in an amount
equal to the Total Commitment multiplied by a fraction (A) the numerator of which is equal
to the Appraised Value (as determined in accordance with the most recent appraisal report
delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to
Section 9.01(h)) of the Mortgaged Vessel or Mortgaged Vessels which is or are the subject(s)
of such Collateral Disposition



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(or which is/are owned by a Vessel Owning Subsidiary that is
the subject of a Collateral Disposition, as the case may be) and (B) the denominator of
which is equal to the Mortgaged Vessel Value (such value to exclude the Designated Mortgaged
Vessels), as determined in accordance with the most recent appraisal reports delivered to
the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section
9.01(h) before giving effect to such Collateral Disposition).




     (d) In addition to, but without duplication of, any other mandatory repayments or
commitment reductions required pursuant to this Section 4.03, in the event of any Collateral
Disposition involving a Designated Mortgaged Vessel, the Total Commitment shall be reduced
by 50% (i) the Business Day of such Collateral Disposition (other than a Collateral
Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180
days following such Collateral Disposition if such Collateral Disposition constitutes an
Event of Loss and (B) the date of receipt by the Borrower, any of its Subsidiaries or the
Administrative Agent of the insurance proceeds relating to such Collateral Disposition.




     (e) In addition to, but without duplication of, any other mandatory repayments or
commitment reductions required pursuant to this Section 4.03, in the event that both the
Designated Mortgaged Vessels have been subject to Collateral Dispositions, the Total
Commitment shall be reduced to zero on (i) the Business Day of the last such Collateral
Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the
earlier of (A) the date which is 180 days following the last such Collateral Disposition if
such Collateral Disposition constitutes an Event of Loss and (B) the date of receipt by the
Borrower, any of its Subsidiaries or the Administrative Agent of the insurance proceeds
relating to the last such Collateral Disposition which constitutes an Event of Loss.




     (f) In addition to, but without duplication of Section 4.03(c) or any other mandatory
repayments or commitment reductions required pursuant to this Section 4.03, on the day that
the Borrower or any Subsidiary of the Borrower consummates any single Asset Sale (other than
the Asset Sale of a Designated Mortgaged Vessel) resulting in gross cash proceeds to the
Borrower of $5,000,000 or more, the Total Commitment shall be reduced by an amount equal to
50% of the Net Cash Proceeds from such Asset Sale (the “Single Asset Sale
Proceeds”); provided that if a mandatory commitment reduction shall be required
to be made pursuant to both (i) Section 4.03(c) or (d) and (ii) this Section 4.03(f), then
the Total Commitment shall be reduced by an amount equal to the greater of the amounts
required to be used to reduce the Total Commitment under such Sections.




     (g) In addition to, but without duplication of any other mandatory repayments or
commitment reductions pursuant to this Section 4.03, on the day that the Borrower or any
Subsidiary of the Borrower consummates two or more Eligible Asset Sales that result in gross
cash proceeds to the Borrower in excess of $10,000,000 (the “Multiple Asset Sale
Threshold”), the Total Commitment shall be reduced by an amount equal to 50% of the Net
Cash Proceeds from such Eligible Asset Sales (the “Multiple Asset Sale Proceeds”);
provided, however, that on each anniversary of the Third Amendment Effective
Date, $5,000,000 of Multiple Asset Sale Proceeds that have been received



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during the
preceding 12 months shall be deducted from the cumulative total of Multiple Asset Sale
Proceeds for the purposes of determining whether the Multiple Asset Sale Threshold is met;
provided, further, that if a mandatory commitment reduction shall be
required to be made pursuant to both (i) Section 4.03(c) or (d) and (ii) this Section
4.03(g), then the Total Commitment shall be reduced by an amount equal to the greater of the
amounts required to be used to reduce the Total Commitment under such Sections.




     (h) In addition to, but without duplication of any other mandatory repayments or
commitment reduction pursuant to this Section 4.03, no later than the later to occur of (i)
the fifth Business Day following the day that the Borrower or any Subsidiary of the Borrower
receives Net Cash Proceeds from the sale of the Northern Challenger, the Northern Clipper
and/or the Northern Corona and (ii) the fifth Business Day following the Sixth Amendment
Effective Date, the Total Commitment shall be reduced by the amount required to reduce the
Total Commitment to $25,000,000.




     (i) Each reduction to, or termination of, the Total Commitment pursuant to this Section
4.03 shall be applied to proportionately reduce or terminate, as the case may be, the
Revolving Loan Commitment of each Lender.




     (j) Each reduction to, or termination of, the Total Commitment pursuant to (x) Sections
4.02, 4.03(c), 4.03(d), 4.03(e), 4.03(f) or 4.03(g) hereof shall be applied to reduce future
Scheduled Commitment Reductions on a pro rata basis (based on the then
applicable amounts of such Scheduled Commitment Reductions) and (y) Section 4.03(b)
hereof shall be applied to reduce future Scheduled Commitment Reductions in direct order of
maturity.”.



          12. Section 5.02(a) is hereby amended by adding the following text immediately following the
final sentence of such clause:





     “The Borrower shall repay outstanding Revolving Loans or cash collateralize Letters of
Credit with the Net Cash Proceeds from the Collateral Disposition of the Northern
Challenger, the Northern Clipper and/or the Northern Corona in an amount equal to 100% of
the Net Cash Proceeds of any such Collateral Disposition, which Net Cash Proceeds shall be
applied on the later of (x) the fifth Business Day following the Sixth Amendment Effective
Date and (y) the fifth Business Day following the date on which the Net Cash Proceeds are
received. The Borrower shall repay outstanding Revolving Loans or cash collateralize
Letters of Credit with (i) the Net Cash Proceeds received from Collateral Dispositions of
Mortgaged Vessels, (ii) Single Asset Sale Proceeds and (iii) Multiple Asset Sale Proceeds,
in each case on the first Business Day following receipt of such proceeds.”.



          13. Section 9.14(a) is hereby amended in its entirety to read as follows:





     “9.14 Flag of Mortgaged Vessels; Vessel Classifications. The Borrower will,
and will cause each of its Subsidiaries to, cause each Mortgaged Vessel to be registered
under the laws and flag of Cyprus, Malta, Norway, England, Bahamas, Vanuatu, Dominica,
Mexico, the United States or any other jurisdiction acceptable to the Required Lenders;



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provided that (x) only the Mortgaged Vessels registered under the laws and flag of
Vanuatu and Mexico on the Sixth Amendment Effective Date shall be permitted to be registered
under the laws and flag of either such jurisdiction and (y) the Borrower will not, and will
not permit any of its Subsidiaries to, change the flag of any Mortgaged Vessel from the flag
of such Mortgaged Vessel on the Sixth Amendment Effective Date without the prior written
consent of the Required Lenders (such consent not to be unreasonably withheld).”



          14. Section 9 is hereby further amended by adding the following text as new Section 9.19:





     “9.19 Payments on Second-Lien Notes. The Borrower shall make all payments on
the Second-Lien Notes in shares of its Capital Stock to the maximum extent permitted under
the Second-Lien Notes Documentation, unless (i) no Event of Default has occurred and is
continuing or would result therefrom, (ii) the Total Commitment has been permanently reduced
to $25,000,000 or lower and (iii) after giving effect to all such payments, the Borrower
Free Liquidity shall be at least $25,000,000.”.



          15. Section 9 is hereby further amended by adding the following text as new Section 9.20:




          “9.20 Payment of TMS Intercompany Indebtedness. The Borrower shall cause Trico
Shipping AS to repay the TMS Intercompany Indebtedness in an amount equal to 100% of the Net Cash
Proceeds from the Collateral Disposition of the Northern Challenger, the Northern Clipper and/or
the Northern Corona on the later of (x) the fifth Business Day following the Sixth Amendment
Effective Date and (y) the fifth Business Day following the date on which such Net Cash Proceeds
are received.”.




          16. Section 10.01 is hereby amended and restated in its entirety to read as follows:





     “10.01 Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to
any property or assets (real or personal, tangible or intangible) of the Borrower or any of
its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or
assets subject to an understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable with recourse to the Borrower or
any of its Subsidiaries), or collaterally assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; provided that the provisions of this
Section 10.01 shall not prevent the creation, incurrence, assumption or existence of the
following (Liens described below are herein referred to as “Permitted Liens”):




     (i) inchoate Liens for taxes, assessments or governmental charges or levies not yet due
or Liens for taxes, assessments or governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves have been established in
accordance with GAAP;



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     (ii) Liens in respect of property or assets of the Borrower or any of its Subsidiaries
imposed by law, which were incurred in the ordinary course of business and do not secure
Indebtedness for borrowed money, such as maritime privileges, carriers’, warehousemen’s,
materialmen’s and mechanics’ liens and other similar Liens which are in existence less than
120 days from the date of creation thereof, and (x) which do not in the aggregate materially
detract from the value of the Borrower’s or such Subsidiary’s property or assets or
materially impair the use thereof in the operation of the business of the Borrower or such
Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property or assets
subject to any such Lien;




     (iii) Liens in existence on the Original Effective Date which are listed, and the
property subject thereto described, in Schedule VIII, and any refinancings,
renewals, replacements and extensions thereof, provided that the aggregate principal
amount of the Indebtedness, if any, secured by such Liens does not exceed the amount
permitted under Section 10.04(iii);




     (iv) Liens created pursuant to the Security Documents;




     (v) Liens upon assets of the Borrower or any of its Subsidiaries subject to Capitalized
Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section
10.04(iv), provided that, except as otherwise permitted by clause (xvii) of this
Section 10.01, (x) such Liens only serve to secure the payment of Indebtedness arising under
such Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise to the
Capitalized Lease Obligation does not encumber any other asset of the Borrower or any
Subsidiary of the Borrower;




     (vi) Liens placed upon Real Property, equipment, machinery or vessels (including, in
each case, any accounts receivable and other general intangibles associated therewith)
acquired or constructed after the Original Effective Date and used in the ordinary course of
business of the Borrower or any of its Subsidiaries and placed at the time of the
acquisition or construction thereof by the Borrower or such Subsidiary or within 270 days
after such acquisition or the completion of such construction, as the case may be, to secure
Indebtedness incurred to pay all or a portion of the purchase price or construction cost
thereof or to secure Indebtedness incurred solely for the purpose of financing the
acquisition or construction of any such equipment, machinery or vessels or extensions,
renewals or replacements of any of the foregoing for the same or a lesser amount,
provided that, except as otherwise permitted by clause (xvii) of this Section 10.01,
(x) the Indebtedness secured by such Liens is permitted by Section 10.04(v) and (y) in all
events, the Lien encumbering the equipment, machinery or vessels (and related accounts
receivable and other general intangibles) so acquired or constructed does not encumber any
other asset of the Borrower or any of its Subsidiaries and, provided,
further, that individual financings of equipment, machinery or vessels by a single
lender or a group of co-lenders may be cross-collateralized to other financings of
equipment, machinery or vessels provided solely by such lender or group of lenders;



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     (vii) zoning restrictions, easements, trackage rights, leases (other than Capital
Leases), licenses, special assessments, rights-of-way, restrictions, encroachments and other
similar charges or encumbrances, and minor title deficiencies, in each case not securing
Indebtedness and not materially interfering with the ordinary conduct of the business of the
Borrower or any of its Subsidiaries;




     (viii) Liens arising from precautionary UCC financing statement filings regarding
operating leases entered into in the ordinary course of business;




     (ix) Liens arising out of the existence of judgments or awards in respect of which the
Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or
proceedings for review and in respect of which there shall have been secured a subsisting
stay of execution pending such appeal or proceedings, provided that the aggregate
amount of all cash (including the stated amount of all letters of credit) and the fair
market value of all other property subject to such Liens does not exceed $20,000,000 at any
time outstanding;




     (x) statutory and common law landlords’ liens under leases to which the Borrower or any
of its Subsidiaries is a party;




     (xi) deposits or pledges required in the ordinary course of business in connection
with, or to secure payment of, payroll taxes, workmen’s compensation, unemployment
insurance, old age pensions or other social security obligations (other than any Lien
imposed by ERISA) and Liens securing the performance of bids, tenders, leases and contracts
in the ordinary course of business, statutory obligations, surety bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business and
consistent with past practice, provided that, in each case, such Liens (I) do not
encumber any Collateral, (II) do not secure the payment of Indebtedness and (III) do not in
the aggregate impair in any material respect the use of the property of the Borrower or any
of its Subsidiaries in the operation of their business;




     (xii) Permitted Encumbrances;




     (xiii) Liens for crew’s wages, for wages of stevedores or for general average, salvage
(including contract salvage) or collision;




     (xiv) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




     (xv) Liens arising out of the sale and lease-back transactions permitted under Section
10.02, so long as such Liens attach only to the property sold and being leased in such
transaction and any accessions thereto or proceeds thereof and related property;




     (xvi) Liens (other than Liens on any of the Collateral) not otherwise permitted
pursuant to this Section 10.01 which secure obligations permitted under this Agreement
(other than Indebtedness for, or in respect of, borrowed money) not exceeding $5,000,000 in
the aggregate at any time outstanding and which apply to property and/or assets with



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an aggregate fair market value (as determined by the Borrower in good faith) not to exceed at
any time the amount referenced above in this clause (xix);




     (xvii) Liens on the Second-Lien Notes Collateral created pursuant to the Second-Lien
Notes Documentation and subject to the terms of the Intercreditor Agreement;




     (xviii) Liens on assets of Trico Supply and its Subsidiaries and Parent Company Liens
securing the New Trico Shipping Working Capital Facility provided that the aggregate
principal amount of the Indebtedness secured thereunder shall not exceed $50,000,000, at any
one time outstanding; and




     (xix) Liens on assets of Trico Supply and its Subsidiaries and Parent Company Liens
securing the Trico Shipping Senior Secured Notes Documents; provided that the
aggregate principal amount of the Indebtedness secured thereunder shall not exceed at any
one time outstanding $400,000,000 less the aggregate principal amount of the senior notes
issued thereunder which are redeemed, repurchased or otherwise retired.




     In connection with the granting of Liens described in clauses (v) and (vi) above by the
Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral Agent shall
be authorized to take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favor of the holder or holders of such Liens, in either
case solely with respect to the item or items of equipment or other assets subject to such
Liens).”.



          17. Section 10.03 is hereby amended by deleting clause (iv) therein in its entirety.




          18. Section 10.04 is hereby amended and restated in its entirety to read as follows:




          “10.04 Indebtedness. The Borrower will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness,
except:





     (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;




     (ii) Indebtedness under (x) Interest Rate Protection Agreements which are
nonspeculative in nature and are entered into with respect to other Indebtedness permitted
to remain outstanding or be incurred, as the case may be, pursuant to this Section 10.04,
and (y) Indebtedness evidenced by Other Hedging Agreements entered into pursuant to Section
10.05(vi);




     (iii) (A) Existing Indebtedness listed on Schedule V (including Indebtedness
incurred pursuant to commitments listed thereon) and (B) Indebtedness issued to refinance or
replace any such Existing Indebtedness, provided that (I) the obligor or obligors on
the Existing Indebtedness so refinanced or replaced is the obligor or obligors



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on such
refinancing or replacement Indebtedness, (II) the principal amount of the Indebtedness
issued to refinance or replace such Existing Indebtedness is not increased beyond the
greater of (x) the sum of (m) the amount outstanding thereunder, including accrued and
unpaid interest, fees, expenses and other charges, on the date of such refinancing or
replacement (and, in the case of revolving credit facilities, the maximum amount available
for borrowing thereunder is not increased above the amount in place on the Original
Effective Date (as such amount may have been reduced as provided in preceding clause (A)))
plus (n) reasonable fees and expenses incurred in connection with such refinancing
or replacement and (y) the lesser of 60% of the appraised fair market value of the assets
securing such Existing Indebtedness and the amount of Indebtedness which could be incurred,
such that the Borrower would be in compliance with the Financial Covenants on a pro forma
basis after giving effect to the incurrence thereof, (III) such Indebtedness is not secured
other than by Liens on the assets of the Borrower or any Subsidiary of the Borrower which
were previously subject to Liens securing the Existing Indebtedness being refinanced or
replaced as permitted by Section 10.01(iii) or Liens otherwise permitted under Section
10.01(xix), and (IV) at the time of, and immediately after giving effect to, the incurrence
of such refinancing or replacement Indebtedness, no Default or Event of Default shall be in
existence;




     (iv) Indebtedness of any Subsidiary of the Borrower evidenced by Capitalized Lease
Obligations, provided that (x) at the time of, and after giving effect thereto, no
Default or Event of Default shall be in existence and (y) in no event shall the sum of the
aggregate principal amount of all Capitalized Lease Obligations permitted by this clause
(iv) exceed $25,000,000 at any time outstanding;




     (v) purchase money Indebtedness of the Borrower or any Subsidiary described in Section
10.01(vi), provided that (x) no Default or Event of Default exists at the time of
the incurrence thereof and after giving effect thereto and after giving effect thereto and
(y) after giving effect to the incurrence thereof the Borrower is in compliance with the
Financial Covenants on a pro forma basis;




     (vi) unsecured Indebtedness of the Borrower and the Guarantors, provided that
(x) no Default or Event of Default exists at the time of the incurrence thereof and after
giving effect thereto and (y) after giving effect to the incurrence thereof the Borrower is
in compliance with the Financial Covenants on a pro forma basis;




     (vii) intercompany Indebtedness to the extent permitted by Section 10.05(vii);




     (viii) (x) Contingent Obligations of any Subsidiary of the Borrower (other than the
Borrower and the Guarantors) with respect to Indebtedness and lease obligations of any other
Subsidiary of the Borrower otherwise permitted under this Agreement and (y) Contingent
Obligations of the Borrower and the Guarantors in the form of guaranties of Indebtedness of
their Subsidiaries permitted under Sections 10.04(iv) and (xvii) and of obligations of their
Subsidiaries under operating leases entered into in the ordinary course of business;



11









 






     (ix) Indebtedness of any Subsidiary of the Borrower with respect to performance bonds,
surety bonds, appeal bonds or customs bonds required in the ordinary course of business or
in connection with the enforcement of rights or claims of the Borrower or any of its
Subsidiaries, provided that the aggregate outstanding amount of all such performance
bonds, surety bonds, appeal bonds and customs bonds permitted by this subsection (ix) shall
not at any time exceed $10,000,000;




     (x) Indebtedness under operating leases entered into in the ordinary course of
business;




     (xi) Indebtedness of the Borrower under the Senior Notes; provided that the
aggregate principal of (x) the Second-Lien Notes shall not exceed at any one time
outstanding $202,800,000 less the amount thereof redeemed, repaid or repurchased after the
Sixth Amendment Effective Date and (y) the 3.00% Senior Convertible Debentures shall not
exceed at any one time outstanding $150,000,000 less the amount thereof redeemed, repaid or
repurchased after the Sixth Amendment Effective Date;




     (xii) intercompany Indebtedness existing under the Trico Supply Intercompany Loan
Documentation, the TMS Intercompany Indebtedness and the Trico Marine Cayman Intercompany
Loan;




     (xiii) Indebtedness consisting of the financing of insurance premiums;




     (xiv) so long as no Default or Event of Default then exists or would result therefrom,
additional Indebtedness of the Subsidiaries of the Borrower not to exceed $5,000,000 in
aggregate principal amount at any time outstanding, which Indebtedness shall be unsecured;




     (xv) Indebtedness consisting of a subordinated non-recourse guarantee issued by the
Guarantors (and any additional Subsidiary that becomes a Guarantor after the Third Amendment
Effective Date) for the benefit of the holders of Second-Lien Notes as credit support for
the Borrower’s obligations under the Second-Lien Notes Indenture;




     (xvi) Indebtedness under the New Trico Shipping Working Capital Facility;
provided that the aggregate principal amount of Indebtedness thereof shall not
exceed $50,000,000 at any one time outstanding; and




     (xvii) Indebtedness under the Trico Shipping Senior Secured Notes Documents;
provided that the aggregate principal amount of Indebtedness thereof shall not
exceed at any one time outstanding $400,000,000 less the aggregate principal amount of the
senior notes issued thereunder which are redeemed, repurchased or otherwise retired.



          Notwithstanding the foregoing, the guarantees of the Parent of the New Trico Shipping Working
Capital Facility and the Trico Shipping Senior Secured Notes Documents shall be subordinated to the
Obligations.”.




          19. Section 10.08 is hereby amended and restated in its entirety to read as follows:




12









 









     “10.08 Consolidated Leverage Ratio. The Borrower will not permit the
Consolidated Leverage Ratio on the last day of any fiscal quarter of the Borrower set forth
below to be greater than the ratio set forth below opposite such period:



	 	 	 	 	 
	Quarterly Payment Date	 	Consolidated Leverage Ratio
	December 31, 2009
	 	 	8.50 to 1.00	 
	March 31, 2010
	 	 	8.50 to 1.00	 
	June 30, 2010
	 	 	8.50 to 1.00	 
	September 30, 2010
	 	 	8.50 to 1.00	 
	December 31, 2010
	 	 	8.00 to 1.00	 
	March 31, 2011
	 	 	7.00 to 1.00	 
	June 30, 2011
	 	 	6.00 to 1.00	 
	September 30, 2011 and thereafter
	 	 	5.00 to 1.00	 






          20. Section 10.11(ii) is hereby amended and restated in its entirety to read as follows:





     “(ii) amend, modify or change any provision of the Trico Supply Intercompany Loan
Documentation, except for (x) amendments to the interest rate and other terms thereof
necessary to comply with applicable law or any rule, regulation, judgment or similar act of
any governmental authority and (y) modifications to expressly subordinate any and all
payments arising under the Trico Supply Intercompany Loan Documentation to payments arising
under each of the Trico Shipping Senior Secured Notes Documents and New Trico Shipping
Working Capital Facility and (z) modifications to permit interest to accrue if Trico Supply
has insufficient funds available to make such interest payment, or such payment would result
in a default under other indebtedness of Trico Supply, and provide that any such accrued and
unpaid interest will be added to the principal amount thereof and accrue interest;”.



          21. Section 10.12 is hereby amended and restated in its entirety to read as follows:




          “Section 10.12 [Intentionally Omitted].”.




          22. Section 10.13 is hereby amended and restated in its entirety to read as follows:




13









 









     “Section 10.13 Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Subsidiary to (a) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its profits
owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the
Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of
its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of
its Subsidiaries, except for such encumbrances or restrictions existing under or by reason
of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Senior Notes,
the Trico Marine Cayman Intercompany Loan, the TMS Intercompany Indebtedness, the Trico
Supply Intercompany Loan Documentation, the Trico Shipping Senior Secured Notes
Documentation (as in effect on the Sixth Amendment Effective Date) and the New Trico
Shipping Working Capital Credit Facility (as in effect on the Sixth Amendment Effective
Date), (iii) customary provisions restricting subletting or assignment of any lease
governing any leasehold interest of the Borrower or any of its Subsidiaries, (iv)
customary provisions restricting assignment of any agreement entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business, (v) restrictions on
the transfer of any asset pending the close of the sale of such asset, and (vi) restrictions
on the transfer of any asset subject to a Lien permitted by Section 10.01(iii), (v) or
(vi).”.



          23. Section 10 is hereby amended further by adding the following as new Section 10.19:





     “10.19 Collateral Maintenance. The Borrower will not permit the Aggregate
Appraised Value of the Mortgaged Vessels to equal less than 120% of the Total Commitment at
any time; provided that, so long as any Default in respect of this Section 10.19 is
not caused by any voluntary Collateral Disposition, such Default shall not constitute an
Event of Default so long as within 60 days of the occurrence of such Default, the Borrower
shall either (i) post additional Collateral satisfactory to the Required Lenders, pursuant
to security documentation reasonably satisfactory in form and substance to the
Administrative Agent, sufficient to cure such Default (and shall at all times during such
period and prior to satisfactory completion thereof, be diligently carrying out such
actions) or (ii) make such reductions of the Total Commitment in an amount sufficient to
cure such default and repay the Revolving Loans and/or cash collateralize Letters of Credit
to the extent required by Section 5.02(a) (it being understood that (i) any action taken in
respect of this proviso shall only be effective to cure such Default pursuant to this
Section 10.19 to the extent that no Default or Event of Default exists hereunder immediately
after giving effect thereto and (ii) so long as such Default is in existence and has not
been cured, the Borrower shall not be permitted to incur and Revolving Loans or request the
issuance of any Letters of Credit).”.



          24. Section 11.03 is hereby amended and restated in its entirety to read as follows:





     “11.03 Covenants. The Borrower or any of its Subsidiaries shall (i) default
in the due performance or observance by it of any term, covenant or agreement contained in



14









 






     Sections 9.01(g), 9.08, 9.11(c), 9.13, 9.16 or Section 10 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement (other than those
referred to in Section 11.01, 11.02 or clause (i) of this Section 11.03) contained in this
Agreement and, in the case of this clause (ii), such default shall continue unremedied for a
period of 30 days after written notice to the defaulting party by the Administrative Agent
or the Required Lenders; or”.



          25. Section 11.11 is hereby amended and restated in its entirety to read as follows:





     “Section 11.11 New Trico Working Capital Credit Facility. An Event of
Default under and as defined in the New Trico Working Capital Credit Facility shall have
occurred.”.



          26. Section 11.12 is hereby amended and restated in its entirety to read as follows:





     “Section 11.12 Trico Shipping Senior Secured Notes Documents. An Event of
Default under and as defined in the Trico Shipping Senior Secured Notes Documents shall have
occurred.”.



          27. Section 1 is hereby amended by inserting each of the following new definitions in
alphabetical order:





     “Aggregate Appraised Value” shall mean at any time, the sum of the Appraised
Value of all Mortgaged Vessels owned by the Borrower and the Guarantors which have not been
sold, transferred, lost or otherwise disposed of.




     “Aggregate Exposure” at any time shall mean the aggregate principal amount of
Loans then outstanding plus the amount of all Letter of Credit Outstandings (exclusive of
Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, Loans).




     “Borrower Free Liquidity” shall mean at any time the sum of (x) the
unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries;
provided that such amount is freely transferrable to the Borrower and its
Subsidiaries without cost (other than immaterial transaction fees) but in any event
excluding any Subsidiaries of the Borrower comprising the Trico Supply Group at such time
and (y) the Total Unutilized Revolving Loan Commitment at such time.




     “Designated Mortgaged Vessel” shall mean each of the M/V Trico Mystic and the
M/V Trico Moon.




     “New Trico Shipping Working Capital Facility” shall mean that certain Credit
Agreement, dated as of October 30, 2009, among Trico Marine Cayman, LP, Trico Holdco, LLC,
Trico Supply AS, the subsidiary guarantors listed therein, Trico Shipping AS, as borrower,
the lenders party thereto from time to time and Nordea Bank Finland



15









 






plc, New York Branch, as
administrative agent, providing for the extension of a working capital facility to the
Borrower in the initial principal amount of $33,000,000, and all other documents,
instruments and agreements executed and delivered in connection with the New Trico Shipping
Working Capital Facility, including but not limited to the TMS Guaranty (as defined therein)
by the Borrower and the related Security Documents (as defined therein).




     “Parent Company Liens” shall mean, collectively, the Liens on the Capital Stock
of Trico Holdco LLC and the Trico Marine Cayman Intercompany Loan and the assets of Trico
Marine Cayman, L.P. and Trico Holdco LLC.




     “Scheduled Commitment Reduction” shall have the meaning provided in Section
4.03(b).




     “Scheduled Commitment Reduction Date” shall mean the first Business Day of each
January, April, July and October.




     “Sixth Amendment” shall mean the Sixth Amendment to Credit Agreement, dated as
of October 30, 2009.




     “Sixth Amendment Effective Date” has the meaning provided in the Sixth
Amendment.




     “Trico Shipping Senior Secured Notes” shall mean Trico Shipping AS’s
117/8% Senior Secured Notes due November 1, 2014, issued pursuant to the Senior
Secured Note Indenture.




     “Trico Shipping Senior Secured Notes Documents” shall mean the Trico Shipping
Senior Secured Notes and all other documents, instruments and agreements executed and
delivered in connection with the Trico Shipping Senior Secured Notes, including, but not
limited to, the Trico Shipping Senior Secured Notes Indenture, as amended, modified and/or
supplemented from time to time in accordance with the terms hereof and thereof.




     “Trico Shipping Senior Secured Notes Indenture” shall mean the Indenture, dated
as of October 30, 2009, pursuant to which the Trico Shipping Senior Secured Notes, have been
issued.




     “Trico Supply Group” shall mean Trico Supply and its Subsidiaries.




     “Utilization Fee” shall have the meaning set provided in Section 4.01(b).




     “Vessel Owning Subsidiary” shall mean any Subsidiary of the Borrower that owns
a Mortgaged Vessel.



16









 





          28. The Credit Agreement is hereby further amended by deleting Schedules V and XVIII to the
Credit Agreement and inserting new Schedules V and XVIII in the form attached to this Sixth
Amendment in lieu thereof.




II. Miscellaneous Provisions.




          1. In order to induce the Lenders to enter into this Sixth Amendment, the Borrower hereby
represents and warrants that (i) no Default or Event of Default exists as of the Sixth Amendment
Effective Date (as defined herein) before or after giving effect to this Sixth Amendment and (ii)
all of the representations and warranties contained in the Credit Agreement or the other Credit
Documents are true and correct in all material respects on the Sixth Amendment Effective Date both
before and after giving effect to this Sixth Amendment, with the same effect as though such
representations and warranties had been made on and as of the Sixth Amendment Effective Date (it
being understood that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).




          2. The Credit Agreement is modified only by the express provisions of this Sixth Amendment and
this Sixth Amendment shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement or any other Credit Document except as
specifically set forth herein.




          3. This Sixth Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.




          4. THIS SIXTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          5. This Sixth Amendment shall become effective on the date (the “Sixth Amendment
Effective Date”) when (i) the Borrower, each other Credit Party and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered (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 (facsimile number:
212-354-8113 / email: myip@whitecase.com) and (ii) the New Trico Shipping Working Capital Facility
shall have become effective in accordance with its terms. The amendments contained in this Sixth
Amendment shall become effective as of the Sixth Amendment Effective Date, other than the
amendment to the definition of Consolidated EBITDA set forth in Article 1 of this Sixth Amendment,
which shall become effective as of September 30, 2009.




          6. The partners hereto acknowledge that on the Sixth Amendment Effective Date the Total
Commitment is $35,000,000, it being understood that Nordea Bank and




17









 







Bayerische Hypo- Und
Vereinsbank AG’s respective Percentages of the Total Commitment shall be 80% and 20%,
respectively.




          7. From and after the Sixth Amendment Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement, as modified hereby.




* * *




18









 








     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Sixth Amendment as of the date first above written.



	 	 	 	 	 
	 	NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, as Administrative Agent

 	 
	 	By:  	/s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Martin Kahm
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Trico $50mm Sixth Amendment




 









 








	 	 	 	 	 
	 	BAYERISCHE HYPO- UND VEREINSBANK,

as a Lender

 	 
	 	By:  	Stephan Somitsch
 	 
	 	 	Name:  	Stephan Somitsch 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Que Phuong Pham
 	 
	 	 	Name:  	Que Phuong Pham 	 
	 	 	Title:  	Credit Analyst 	 
	 



Signature page to Trico $50mm Sixth Amendment





 









 








	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Joseph S. Compofelice
 	 
	 	 	Name:  	Joseph S. Compofelice 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



Signature page to Trico $50mm Sixth Amendment




 









 








          By executing and delivering a copy hereof, each Guarantor hereby acknowledges and agrees that
all Guaranteed Obligations of the Guarantors shall be fully guaranteed pursuant to the Guaranty set
forth in the Credit Agreement and shall be fully secured pursuant to the Security Documents, in
each case in accordance with the respective terms and provisions thereof. Each of the undersigned,
each being a Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing
Sixth Amendment, hereby consents to the entering into of this Sixth Amendment and agrees to the
provisions hereof.




	 	 	 	 	 
	 	Acknowledged and Agreed by:



TRICO MARINE ASSETS INC.,

as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	TRICO MARINE OPERATORS, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Trico $50mm Sixth Amendment





 









 







	 	 	 	 	 
	 	
SIGNATURE PAGE TO THE SIXTH AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO MARINE
SERVICES, INC., TRICO MARINE ASSETS INC., TRICO MARINE
OPERATORS, INC., VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	 
	 
	 	NAME OF INSTITUTION:
 	 
	 
	 	NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                   /s/ Martin Kahm
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Trico $50mm Sixth Amendment




 









 







SCHEDULE V




EXISTING INDEBTEDNESS




	 	 	 	 	 
	 	 	Amounts
	Indebtedness	 	(in thousands)
	6.11% MARAD
Bonds accepted by Trico Marine International, Inc. and
guaranteed by the U.S. Maritime
Administration
	 	$	8,545	 







 









 






SCHEDULE XVIII




ADDITIONAL COLLATERAL VESSELS




	 	 	 
	Name of Vessel	 	Jurisdiction of Flag
	TRUCKEE RIVER

	 	Dominica
	POWDER RIVER

	 	U.S.
	ROE RIVER

	 	Dominica
	STONES RIVER

	 	U.S.
	BUFFALO RIVER

	 	U.S.
	ELKHORN RIVER

	 	U.S.
	WOLF RIVER

	 	U.S.
	SOUTHERN RIVER

	 	U.S.
	PECOS RIVER

	 	Dominica
	SUWANNEE RIVER

	 	Dominica
	RUBY RIVER

	 	U.S.
	PALMA RIVER

	 	Mexico
	OAK RIVER

	 	Dominica
	TRINITY RIVER

	 	Dominica