Exhibit 10.1





Exhibit 10.1




EXECUTION COPY




TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Tenth
Amendment”), dated as of April
__, 2010, 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”). 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 31, 2009, (v) the Fifth Amendment to Credit Agreement dated as
of August 5, 2009, (vi) the Sixth Amendment to Credit Agreement dated as of October 30, 2009, (vii)
the Seventh Amendment to Credit Agreement dated as of December 22, 2009, (viii) the Eighth
Amendment to Credit Agreement dated as of January 15, 2010 and (ix) the Ninth Amendment to Credit
Agreement dated as of March 15, 2010 (the “Credit Agreement”); and



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



NOW, THEREFORE, it is agreed;



A. Amendment to the Credit Agreement




1. Section 4.03(f) of the Credit Agreement is hereby amended by inserting the following new
sentence at the end thereof:




“Notwithstanding the foregoing and, other than Section 4.03(h or any other provision
contained in any Credit Document to the contrary), no reduction to the Total Commitment
shall be required as a result of the sale of the M/V Northern Challenger, the M/V Northern
Clipper or the M/V Northern Corona.”.



2. Section 5.02(a) of the Credit Agreement is hereby amended by deleting the period (“.”)
appearing at the end of the penultimate sentence of such Section and inserting the following
proviso in lieu thereof:




“provided, however, that any Net Cash Proceeds from the sale of the M/V
Northern Corona used to cash collateralize Letters of Credit shall be returned to the
Borrower on


 


 









 






April 19, 2010 so long as, immediately after giving effect thereto, no Event of Default
exists and the sum of (I) the aggregate outstanding principal amount of all Revolving Loans
and (II) aggregate amount of all Letter of Credit Outstandings does not exceed the Total
Available Commitment at such time.”.



3. Section 8.05(e) of the Credit Agreement is hereby amended by deleting the text “September
30, 2007” and inserting the text “December 31, 2009” in lieu thereof.



B. Miscellaneous Provisions




1. In order to induce the Lenders to enter into this Tenth Amendment, the Borrower hereby
represents and warrants that (i) no Default or Event of Default exists as of the Tenth Amendment
Effective Date (as defined herein) before or after giving effect to this Tenth 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 Tenth Amendment Effective Date both
before and after giving effect to this Tenth Amendment, with the same effect as though such
representations and warranties had been made on and as of the Tenth 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. This Tenth Amendment is limited as specified and shall not constitute an amendment,
modification, acceptance or Tenth Amendment of any other provision of the Credit Agreement or any
other Credit Document.



3. This Tenth 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 executed by all the parties hereto shall be lodged with the Borrower
and the Administrative Agent.



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



5. This Tenth Amendment shall become effective on the date (the “Tenth Amendment Effective
Date”) when the Borrower, the Guarantors 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-Daniels (facsimile number: 212-354-8113 /
email: myip@whitecase.com).



6. From and after the Tenth 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.



* * *




 


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IN WITNESS WHEREOF, the undersigned have caused this Tenth Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	SVP, CFO, CAO 	 
	 
	 	TRICO MARINE ASSETS INC.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	SVP, CFO, CAO 	 
	 
	 	TRICO MARINE OPERATORS, INC.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	SVP, CFO, CAO 	 
	 



Signature Page to Trico $50mm CA Tenth Amendment




 


 









 







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

 	 
	 	By:  	/s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Colleen Durkin
 	 
	 	 	Name:  	Colleen Durkin 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to Trico $50mm CA Tenth Amendment




 


 









 







	 	 	 	 	 
	 	SIGNATURE PAGE TO THE TENTH 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,

   as a Lender

 	 
	 	By:  	/s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                   /s/ Colleen Durkin
 	 
	 	 	Name:  	Colleen Durkin 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to Trico $50mm CA Tenth Amendment