Exhibit 10.1





Exhibit 10.1




EXECUTION COPY




ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of April 23, 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, (ix) the Ninth Amendment to Credit
Agreement dated as of March 15, 2010 and (x) the Tenth Amendment to Credit Agreement dated as of
April 16, 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 10.05 of the Credit Agreement is hereby amended by (i) deleting the text “and”
appearing immediately after the semi-colon (“;”) appearing in Section 10.05(xii), (ii) deleting the
period (“.”) appearing at the end of Section 10.05(xiii) and inserting the text “; and” in lieu
thereof and (iii) inserting the following new Section 10.05(xiv) in the appropriate order:




“(xiv) the Borrower and its Subsidiaries may make cash capital contributions and/or
loans to joint ventures and other Subsidiaries of the
Borrower with the written consent of the Administrative Agent in each instance;
provided that no such written consent shall be required if the ultimate recipient of
the proceeds of any such cash contribution and/or loan is a Credit Party or a Person that is
a “Credit Party” under and as defined in the New Trico Shipping Working Capital Facility.”.


 


 









 





B. Miscellaneous Provisions




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



3. This 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 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 Amendment shall become effective on the date (the “Amendment Effective Date”)
when (i) 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 (facsimile number: 212-354-8113 / email:
myip@whitecase.com) and (ii) the Borrower shall have reimbursed the Administrative Agent for all
invoiced out-of-pocket fees and expenses (including, without limitation, the fees and expenses of
White & Case LLP).



6. From and after the 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 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, CFP, CAO 	 
	 
	 	TRICO MARINE ASSETS INC.

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

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



Signature Page to Trico $50mm CA Eleventh Amendment


 












 





	 	 	 	 	 
	 	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 CA Eleventh Amendment




 












 






	 	 	 	 	 
	 	SIGNATURE PAGE TO THE 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/  Martin Kahm
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Trico $50mm CA Eleventh Amendment