ex10_5.htm


    
      

    

    EXHIBIT
10.5

     

    EXECUTION
COPY

    


     

    SECOND AMENDMENT TO CREDIT
AGREEMENT

     

     

    SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”),
dated as of November 3, 2008 (the “Amendment Date”), by and among TRICO SUPPLY
AS, a limited company organized under the laws of Norway (“Holdings”), TRICO
SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Intermediate
Holdco”), TRICO SHIPPING AS, a limited company organized under the laws
of Norway (“Trico
Shipping”), TRICO SUBSEA AS, a limited company organized under the laws
of Norway and a wholly-owned subsidiary of Holdings (the “Borrower”), 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.

     

    W I T N E S S E T H
:

     

    WHEREAS,
the Borrower, Trico Shipping, Intermediate Holdco, Holdings, the Lenders from
time to time party thereto, and the Administrative Agent are parties to a Credit
Agreement, dated as of April 24, 2008 (as amended, modified and/or supplemented
to, but not including, the date hereof, the “Credit
Agreement”);

     

    WHEREAS,
subject to the terms and conditions of this Second Amendment, the parties hereto
wish to amend certain provisions of the Credit Agreement as herein provided and
the parties hereby acknowledge and agree that the amendments set forth below
shall apply retroactively as of September 30, 2008 (the “Effective
Date”);

     

    NOW,
THEREFORE, it is agreed:

     

    
      
        	
                I.

              	
                Amendments to Credit
      Agreement.

              


      

    

     

    1.           Section
10.01(vii) of the Credit Agreement is hereby amended by (i) deleting the
reference to “August 1, 2008” contained therein and replacing it with “December
31, 2008 (or such later date as may be acceptable to the Administrative Agent)”
and (ii) deleting the reference to “$50,000,000” contained therein and replacing
it with “NOK 82,000,000” in lieu thereof.

     

    
      	
              II. 

            	
              Miscellaneous
      Provisions.

            


    

           


    1.           In
order to induce the Lenders to enter into this Second Amendment, the Borrower
hereby represents and warrants that (i) other than with respect to a Default or
Event of Default in relation to matters concerning item 1 in Section I above, no
Default or Event of Default exists as of the Effective Date (as defined herein)
before giving effect to this Second Amendment, (ii) no Default or Event of
Default exists as of the Effective Date (as defined herein) after giving effect
to this Second Amendment and (iii) 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 Effective Date both before and after
giving effect to this Second Amendment, with the same effect as though such
representations and warranties had been made on and as of the 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 Second
Amendment and this Second 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
Second 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
SECOND 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
Second Amendment shall become effective on the Amendment Date (and the
amendments and other modifications set forth herein shall apply retroactively as
of the Effective Date) when 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).

     

    6.           From
and after the Amendment 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, and the amendments set
forth herein shall apply retroactively as of September 30, 2008.

     

    


    *        *        *


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      
        	 
      	
                TRICO
      SUPPLY AS

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Rishi Varma

              
	 
      	 
      	
                Name:  Rishi
      Varma

              
	 
      	 
      	
                Title:    Director

              
	 
      	 
      	 
      
	 
      	
                TRICO
      SUBSEA HOLDING AS

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Rishi Varma

              
	 
      	 
      	
                Name:  Rishi
      Varma

              
	 
      	 
      	
                Title:    Director

              
	 
      	 
      	 
      
	 
      	
                TRICO
      SUBSEA AS

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Rishi Varma

              
	 
      	 
      	
                Name:  Rishi
      Varma

              
	 
      	 
      	
                Title:    Director

              
	 
      	 
      	 
      
	 
      	
                TRICO
      SHIPPING AS

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Gerry Gray

              
	 
      	 
      	
                Name:  Gerry
      Gray

              
	 
      	 
      	
                Title:    CEO

              


      

    

     

    signature
page to Second Amendment Trico $100MM Credit Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                NORDEA
      BANK FINLAND PLC, NEW YORK BRANCH,

              
	 
      	 
      	
                Individually
      and as Administrative Agent

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Martin Lunder

              
	 
      	 
      	
                Name:
      Martin Lunder

              
	 
      	 
      	
                Title:   Senior
      Vice President

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ George Fikaris

              
	 
      	 
      	
                Name:
      George Fikaris

              
	 
      	 
      	
                Title:   Assistant
      Vice President

              


      

    

     

    signature
page to Second Amendment Trico $100MM Credit Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 	
                      SIGNATURE
      PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST
      DATE WRITTEN ABOVE, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO
      SUBSEA AS, TRICO SHIPPING AS, 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/ George Fikaris

                    
	 
      	 
      	
                      Name:
      George Fikaris

                    
	 
      	 
      	
                      Title:   Assistant
      Vice
President

                    


            

          

        

      

    

     

    signature
page to Second Amendment Trico $100MM Credit Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 	
                      SIGNATURE
      PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST
      DATE WRITTEN ABOVE, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO
      SUBSEA AS, TRICO SHIPPING AS, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
      BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE
      AGENT

                    
	 	 
	 	 
	 
      	
                      NAME
      OF INSTITUTION:

                    
	 
      	 
      	 
      
	 
      	
                      BAYERISCHE
      HYPO-UND VEREINSBANK AG

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Steven Somitsch

                    
	 
      	 
      	
                      Name:  Steven
      Somitsch

                    
	 
      	 
      	
                      Title:    Vice
      President

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Peter
Grotheer-Isecke

                    
	 
      	 
      	
                      Name:  Peter
      Grotheer-Isecke

                    
	 
      	 
      	
                      Title:    Credit
      Analyst

                    


            

          

        

      

    

    
       

      signature
page to Second Amendment Trico $100MM Credit
Agreement