ex10_8.htm


    
      

    


    Exhibit
10.8

    

    
       

       

      
        
          

        

      

       

      $50,000,000

      


      AMENDED
AND RESTATED CREDIT AGREEMENT

      


      


      among

      


      


      TRICO
MARINE SERVICES, INC.,

      as
Borrower

      


      


      TRICO
MARINE ASSETS, INC.,

      and

      TRICO
MARINE OPERATORS, INC.

      as
Guarantors

      


      


      VARIOUS
LENDERS

      and

      NORDEA
BANK FINLAND PLC, NEW YORK BRANCH,

      


      


      as
Administrative Agent,

      Lead
Arranger and Book Runner

      


      


      __________________________________

    

    
      
 

    

    
      Dated
as of August 29, 2008

    

    
      


    

    
      __________________________________

       

      
        
          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    


    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 	 	 
	 	 	 
	
                        SECTION 1.
      Defined Terms

                      	
                        1

                      
	 
      	 
      
	
                        SECTION 2.
      Amount and Terms of Credit Facility

                      	
                        19

                      
	 
      	 
      
	 
      	
                        2.01
      Revolving Loan Commitments

                      	
                        19

                      
	 
      	
                        2.02 Minimum
      Amount of Each Borrowing; Limitation on Number of
    Borrowings

                      	
                        19

                      
	 
      	
                        2.03 Notice
      of Borrowing

                      	
                        19

                      
	 
      	
                        2.04
      Disbursement of Funds

                      	
                        20

                      
	 
      	
                        2.05
      Revolving Notes

                      	
                        20

                      
	 
      	
                        2.06
      [Intentionally Omitted]

                      	
                        21

                      
	 
      	
                        2.07 Pro Rata
      Borrowings

                      	
                        21

                      
	 
      	
                        2.08
      Interest

                      	
                        21

                      
	 
      	
                        2.09 Interest
      Periods

                      	
                        22

                      
	 
      	
                        2.10
      Increased Costs, Illegality, etc.

                      	
                        23

                      
	 
      	
                        2.11
      Compensation

                      	
                        25

                      
	 
      	
                        2.12 Change
      of Lending Office

                      	
                        25

                      
	 
      	
                        2.13
      Replacement of Lenders

                      	
                        25

                      
	
                        SECTION 3.
      Letters of Credit

                      	
                        26

                      
	 
      	 
      
	 
      	
                        3.01 Letters
      of Credit

                      	
                        26

                      
	 
      	
                        3.02 Maximum
      Letter of Credit Outstandings; Maturities

                      	
                        27

                      
	 
      	
                        3.03 Letter
      of Credit Requests; Minimum Stated Amount

                      	
                        28

                      
	 
      	
                        3.04 Letter
      of Credit Participations

                      	
                        28

                      
	 
      	
                        3.05
      Agreement to Repay Letter of Credit Drawings

                      	
                        30

                      
	 
      	
                        3.06
      Increased Costs

                      	
                        32

                      
	
                        SECTION 4.
      Commitment Commission; Reductions of Commitment

                      	
                        32

                      
	 
      	 
      
	 
      	
                        4.01
      Fees

                      	
                        32

                      
	 
      	
                        4.02
      Voluntary Termination of Unutilized Commitments

                      	
                        33

                      
	 
      	
                        4.03
      Mandatory Reduction of Commitments

                      	
                        34

                      
	
                        SECTION 5.
      Prepayments; Payments; Taxes

                      	
                        34

                      
	 
      	 
      
	 
      	
                        5.01
      Voluntary Prepayments

                      	
                        34

                      
	 
      	
                        5.02
      Mandatory Repayments

                      	
                        35

                      
	 
      	
                        5.03 Method
      and Place of Payment

                      	
                        36

                      
	 
      	
                        5.04 Net
      Payments; Taxes

                      	
                        36

                      
	
                        SECTION 6.
      Conditions Precedent to the Original Effective Date

                      	
                        39

                      
	 
      	 
      
	 
      	
                        6.01
      Execution of Agreement; Revolving Notes

                      	
                        39

                      
	 
      	
                        6.02 Fees,
      etc.

                      	
                        39

                      
	 
      	
                        6.03
      Officer’s Certificate

                      	
                        39

                      
	 
      	
                        6.04 Opinions
      of Counsel

                      	
                        39

                      
	 
      	
                        6.05
      Corporate Documents; Proceedings; etc.

                      	
                        39

                      
	 
      	
                        6.06
      [Intentionally Omitted]

                      	
                        40

                      
	 
      	
                        6.07 Adverse
      Change; Approvals

                      	
                        40

                      


              

            

          

        

      

    

    

      
        
           


        

        
          (i)

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  6.08
      Litigation

                	
                  40

                
	 
      	
                  6.09 Solvency
      Certificate

                	
                  40

                
	 
      	
                  6.10
      Financial Statements; Projections

                	
                  40

                
	 
      	
                  6.11 Original
      Effective Date

                	
                  41

                
	
                  SECTION 7.
      Conditions Precedent to All Credit Events

                	
                  41

                
	 
      	 
      
	 
      	
                  7.01
      [Intentionally Omitted]

                	
                  41

                
	 
      	
                  7.02 No
      Default; Representations and Warranties

                	
                  41

                
	 
      	
                  7.03 Notice
      of Borrowing

                	
                  41

                
	
                  SECTION 8.
      Representations, Warranties and Agreements

                	
                  41

                
	 
      	 
      
	 
      	
                  8.01
      Corporate/Limited Liability Company/Limited Partnership
    Status

                	
                  42

                
	 
      	
                  8.02
      Corporate Power and Authority

                	
                  42

                
	 
      	
                  8.03 No
      Violation

                	
                  42

                
	 
      	
                  8.04
      Governmental Approvals

                	
                  42

                
	 
      	
                  8.05
      Financial Statements; Financial Condition; Undisclosed Liabilities;
      Projections; etc.

                	
                  43

                
	 
      	
                  8.06
      Litigation

                	
                  44

                
	 
      	
                  8.07 True and
      Complete Disclosure

                	
                  44

                
	 
      	
                  8.08 Use of
      Proceeds; Margin Regulations

                	
                  44

                
	 
      	
                  8.09 Tax
      Returns and Payments

                	
                  44

                
	 
      	
                  8.10
      Compliance with ERISA

                	
                  45

                
	 
      	
                  8.11 The
      Security Documents

                	
                  46

                
	 
      	
                  8.12
      Subsidiaries

                	
                  46

                
	 
      	
                  8.13
      Compliance with Statutes, etc.

                	
                  46

                
	 
      	
                  8.14
      Investment Company Act

                	
                  46

                
	 
      	
                  8.15
      Environmental Matters

                	
                  46

                
	 
      	
                  8.16 Labor
      Relations

                	
                  47

                
	 
      	
                  8.17 Patents,
      Licenses, Franchises and Formulas

                	
                  47

                
	 
      	
                  8.18
      Indebtedness

                	
                  47

                
	 
      	
                  8.19
      Insurance

                	
                  48

                
	 
      	
                  8.20
      Properties

                	
                  48

                
	 
      	
                  8.21 Legal
      Names; Type of Organization (and Whether a Registered Organization);
      Jurisdiction of Organization; etc.

                	
                  48

                
	 
      	
                  8.22
      Concerning the Mortgaged Vessels

                	
                  48

                
	 
      	
                  8.23
      Citizenship

                	
                  48

                
	 
      	
                  8.24 Vessel
      Classification

                	
                  48

                
	 
      	
                  8.25 Vessel
      Acquisitions

                	
                  49

                
	
                  SECTION 9.
      Affirmative Covenants

                	
                  49

                
	 
      	 
      
	 
      	
                  9.01
      Information Covenants

                	
                  49

                
	 
      	
                  9.02 Books,
      Records and Inspections

                	
                  52

                
	 
      	
                  9.03
      Maintenance of Property; Insurance

                	
                  52

                
	 
      	
                  9.04
      Existence; Franchises

                	
                  53

                
	 
      	
                  9.05
      Compliance with Statutes, etc.

                	
                  53

                
	 
      	
                  9.06
      Compliance with Environmental Laws

                	
                  53

                
	 
      	
                  9.07
      ERISA

                	
                  54

                
	 
      	
                  9.08 End of
      Fiscal Years; Fiscal Quarters

                	
                  54

                


        

      

    

    

      
        
           


        

        
          (ii)

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  9.09
      Performance of Obligations

                	
                  54

                
	 
      	
                  9.10 Payment
      of Taxes

                	
                  55

                
	 
      	
                  9.11
      Additional Security; Additional Guarantors; Further
    Assurances

                	
                  55

                
	 
      	
                  9.12 Use of
      Proceeds

                	
                  56

                
	 
      	
                  9.13
      Ownership of Credit Parties

                	
                  56

                
	 
      	
                  9.14 Flag of
      Mortgaged Vessels; Vessel Classifications

                	
                  56

                
	 
      	
                  9.15 Deposit
      of Earnings

                	
                  57

                
	
                  SECTION 10.
      Negative Covenants

                	
                  57

                
	 
      	 
      
	 
      	
                  10.01
      Liens

                	
                  57

                
	 
      	
                  10.02
      Consolidation, Merger, Purchase or Sale of Assets, etc.

                	
                  60

                
	 
      	
                  10.03
      Dividends

                	
                  62

                
	 
      	
                  10.04
      Indebtedness

                	
                  63

                
	 
      	
                  10.05
      Advances, Investments and Loans

                	
                  65

                
	 
      	
                  10.06
      Transactions with Affiliates

                	
                  66

                
	 
      	
                  10.07
      Maintenance Capital Expenditures

                	
                  67

                
	 
      	
                  10.08
      Consolidated Leverage Ratio

                	
                  67

                
	 
      	
                  10.09
      Consolidated Net Worth

                	
                  67

                
	 
      	
                  10.10 Free
      Liquidity

                	
                  67

                
	 
      	
                  10.11
      Limitations on Modifications of Certificate of Incorporation, By-Laws and
      Certain Other Agreements, etc.

                	
                  68

                
	 
      	
                  10.12
      Limitations on Investments.

                	
                  68

                
	 
      	
                  10.13
      Limitation on Certain Restrictions on Subsidiaries

                	
                  68

                
	 
      	
                  10.14
      Limitation on Issuance of Capital Stock

                	
                  69

                
	 
      	
                  10.15 Change
      of Legal Names; Type of Organization (and whether a Registered
      Organization); Jurisdiction of Organization etc.

                	
                  69

                
	 
      	
                  10.16
      Business

                	
                  69

                
	 
      	
                  10.17
      ERISA

                	
                  70

                
	
                  SECTION 11.
      Events of Default

                	
                  70

                
	 
      	 
      
	 
      	
                  11.01
      Payments

                	
                  70

                
	 
      	
                  11.02
      Representations, etc.

                	
                  70

                
	 
      	
                  11.03
      Covenants

                	
                  70

                
	 
      	
                  11.04 Default
      Under Other Agreements

                	
                  70

                
	 
      	
                  11.05
      Bankruptcy, etc.

                	
                  71

                
	 
      	
                  11.06
      ERISA

                	
                  71

                
	 
      	
                  11.07
      Security Documents

                	
                  71

                
	 
      	
                  11.08
      Guaranties

                	
                  71

                
	 
      	
                  11.09
      Judgments

                	
                  72

                
	 
      	
                  11.10 Change
      of Control

                	
                  72

                
	 
      	
                  11.11 Trico
      Subsea AS Credit Agreement

                	
                  72

                
	 
      	
                  11.12 Trico
      Shipping AS Credit Agreement

                	
                  72

                
	
                  SECTION 12.
      The Administrative Agent.

                	
                  72

                
	 
      	 
      
	 
      	
                  12.01
      Appointment

                	
                  73

                
	 
      	
                  12.02 Nature
      of Duties

                	
                  73

                
	 
      	
                  12.03 Lack of
      Reliance on the Administrative Agent

                	
                  73

                
	 
      	
                  12.04 Certain
      Rights of the Administrative Agent

                	
                  74

                


        

      

    

    

      
        
           


        

        
          (iii)

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  12.05
      Reliance

                	
                  74

                
	 
      	
                  12.06
      Indemnification

                	
                  74

                
	 
      	
                  12.07 The
      Administrative Agent in its Individual Capacity

                	
                  74

                
	 
      	
                  12.08
      Holders

                	
                  75

                
	 
      	
                  12.09
      Resignation by the Administrative Agent

                	
                  75

                
	 
      	
                  12.10 No
      Other Duties, Etc

                	
                  76

                
	 
      	
                  12.11
      .Anything herein to the contrary notwithstanding, neither the Lead
      Arranger nor the agents listed on the cover page hereof shall have any
      powers, duties or responsibilities under this Agreement or any of the
      other Credit Documents, except in its capacity, as applicable, as
      Administrative Agent, a Lender or the Issuing Lender
      hereunder.

                	
                  76

                
	
                  SECTION
      13.
      Guaranty

                	
                  76

                
	 
      	 
      
	 
      	
                  13.01
      Guaranty

                	
                  76

                
	 
      	
                  13.02
      Bankruptcy

                	
                  76

                
	 
      	
                  13.03 Nature
      of Liability

                	
                  76

                
	 
      	
                  13.04
      Independent Obligation

                	
                  77

                
	 
      	
                  13.05
      Authorization

                	
                  77

                
	 
      	
                  13.06
      Reliance

                	
                  78

                
	 
      	
                  13.07
      Subordination

                	
                  78

                
	 
      	
                  13.08
      Waiver

                	
                  78

                
	 
      	
                  13.09
      Payment

                	
                  79

                
	
                  SECTION 14.
      Miscellaneous

                	
                  79

                
	 
      	 
      
	 
      	
                  14.01 Payment
      of Expenses, etc.

                	
                  79

                
	 
      	
                  14.02 Right
      of Setoff

                	
                  80

                
	 
      	
                  14.03
      Notices

                	
                  81

                
	 
      	
                  14.04 Benefit
      of Agreement; Assignments; Participations

                	
                  81

                
	 
      	
                  14.05 No
      Waiver; Remedies Cumulative

                	
                  84

                
	 
      	
                  14.06
      Payments Pro Rata

                	
                  84

                
	 
      	
                  14.07
      Calculations; Computations

                	
                  84

                
	 
      	
                  14.08 GOVERNING LAW; SUBMISSION TO
      JURISDICTION; VENUE; WAIVER OF JURY TRIAL

                	
                  85

                
	 
      	
                  14.09
      Counterparts

                	
                  86

                
	 
      	
                  14.10
      Effectiveness

                	
                  86

                
	 
      	
                  14.11
      Headings Descriptive

                	
                  86

                
	 
      	
                  14.12
      Amendment or Waiver; etc.

                	
                  86

                
	 
      	
                  14.13
      Survival

                	
                  88

                
	 
      	
                  14.14
      Domicile of Revolving Loans

                	
                  88

                
	 
      	
                  14.15
      Register

                	
                  88

                
	 
      	
                  14.16
      Confidentiality

                	
                  89

                
	 
      	
                  14.17 USA
      PATRIOT Act Notice

                	
                  89

                
	
                  SECTION 15.
      Conditions Precedent to the Amendment and Restatement Effective
      Date

                	
                  89

                
	 
      	 
      
	 
      	
                  15.01 Fees,
      etc.

                	
                  90

                
	 
      	
                  15.02
      Opinions of Counsel

                	
                  90

                
	 
      	
                  15.03 Pledge
      and Security Agreement

                	
                  90

                
	 
      	
                  15.04 Vessel
      Acquisition Agreements

                	
                  91

                


        

      

    

    

      
        
           


        

        
          (iv)

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  15.05
      Assignments of Earnings, Insurances and Charter

                	
                  91

                
	 
      	
                  15.06
      Mortgages

                	
                  92

                
	 
      	
                  15.07
      Certificates of Ownership; Searches; Class Certificates; Appraisal
      Reports; Mortgages

                	
                  92

                
	 
      	
                  15.08
      Approvals

                	
                  93

                


        

      

    


    
      
         


      

      
        (v)

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SCHEDULE
      I

                                    	
                                      -

                                    	
                                      Revolving
      Loan Commitments

                                    
	
                                      SCHEDULE
      II

                                    	
                                      -

                                    	
                                      Lender
      Addresses

                                    
	
                                      SCHEDULE
      III

                                    	
                                      -

                                    	
                                      ERISA

                                    
	
                                      SCHEDULE
      IV

                                    	
                                      -

                                    	
                                      Subsidiaries

                                    
	
                                      SCHEDULE
      V

                                    	
                                      -

                                    	
                                      Existing
      Indebtedness

                                    
	
                                      SCHEDULE
      VI

                                    	
                                      -

                                    	
                                      Insurance

                                    
	
                                      SCHEDULE
      VII

                                    	
                                      -

                                    	
                                      Legal
      Name; Type of Organization and Whether a Registered Organization;
      Jurisdiction of Organization; Etc.

                                    
	
                                      SCHEDULE
      VIII

                                    	
                                      -

                                    	
                                      Existing
      Liens

                                    
	
                                      SCHEDULE
      IX

                                    	
                                      -

                                    	
                                      Existing
      Investments

                                    
	
                                      SCHEDULE
      X

                                    	
                                      -

                                    	
                                      Projections

                                    
	
                                      SCHEDULE
      XI

                                    	
                                      -

                                    	
                                      Affiliate
      Transactions

                                    
	
                                      SCHEDULE
      XII

                                    	
                                      -

                                    	
                                      Tax
      Matters

                                    
	
                                      SCHEDULE
      XIII

                                    	
                                      -

                                    	
                                      Existing
      Letters of Credit

                                    
	
                                      SCHEDULE
      XIV

                                    	
                                      -

                                    	
                                      Collateral
      Vessels

                                    
	
                                      SCHEDULE
      XV

                                    	
                                      -

                                    	
                                      Approved
      Classification Societies

                                    
	
                                      SCHEDULE
      XVI

                                    	
                                      -

                                    	
                                      Vessel
      Acquisition Agreements

                                    
	
                                      SCHEDULE
      XVII

                                    	
                                      -

                                    	
                                      Required
      Insurance

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              EXHIBIT
      A-1

                                            	
                                              Notice
      of Borrowing

                                            
	
                                              EXHIBIT
      A-2

                                            	
                                              Notice
      of Conversion/Continuation

                                            
	
                                              EXHIBIT
      B

                                            	
                                              Revolving
      Note

                                            
	
                                              EXHIBIT
      C

                                            	
                                              Letter
      of Credit Request

                                            
	
                                              EXHIBIT
      D

                                            	
                                              Section
      5.04(b)(ii) Certificate

                                            
	
                                              EXHIBIT
      E-1

                                            	
                                              Opinion
      of Vinson & Elkins L.L.P.

                                            
	
                                              EXHIBIT
      E-2

                                            	
                                              Opinion
      of Rishi Varma, General Counsel of Trico Marine Services,
    Inc.

                                            
	
                                              EXHIBIT
      E-3

                                            	
                                              Opinion
      of Chambers

                                            
	
                                              EXHIBIT
      F

                                            	
                                              Officers’
      Certificate

                                            
	
                                              EXHIBIT
      G

                                            	
                                              Pledge
      and Security Agreement

                                            
	
                                              EXHIBIT
      H

                                            	
                                              Solvency
      Certificate

                                            
	
                                              EXHIBIT
      I

                                            	
                                              Compliance
      Certificate

                                            
	
                                              EXHIBIT
      J

                                            	
                                              Assignment
      and Assumption Agreement

                                            
	
                                              EXHIBIT
      K

                                            	
                                              Intercompany
      Subordination Agreement

                                            
	
                                              EXHIBIT
      L

                                            	
                                              Form
      of Vessel Mortgage

                                            
	
                                              EXHIBIT
      M-1

                                            	
                                              Assignment
      of Earnings

                                            
	
                                              EXHIBIT
      M-2

                                            	
                                              Assignment
      of Insurance

                                            
	
                                              EXHIBIT
      N

                                            	
                                              Vessel
      Acquisition Agreement Assignment

                                            
	
                                              EXHIBIT
      O

                                            	
                                              Refund
      Guarantee
Assignment

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        (vi)

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2008 (this “Agreement”), among
TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), TRICO
MARINE ASSETS INC., a Delaware corporation, as a Guarantor (as defined below)
and TRICO MARINE OPERATORS, INC., a Louisiana corporation, as a Guarantor, the
Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK
BRANCH (“Nordea”), as
Administrative Agent (in such capacity, the “Administrative
Agent”) and Lead Arranger for the Lenders (in such capacity, the “Lead
Arranger”).  All capitalized terms used herein and defined in
Section 1 are used herein as therein defined.

    


    W I T N E S S E T
H:

    
 

    WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent are
parties to a credit agreement dated as of January 31, 2008 (as amended by that
certain (1) First Amendment to Credit Agreement dated as of April 24, 2008 and
(2) Second Amendment to Credit Agreement dated as of May 9, 2008) (as otherwise
amended, modified and/or supplemented through, but not including, the date
hereof, the “Existing
Credit Agreement”);

    


    WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent desire to
amend and restate the Existing Credit Agreement to, among other things, grant
the Lenders a first-priority security interest in certain Vessels (as defined
below) as additional Collateral (as defined herein);

    


    Accordingly,
the parties hereto agree as follows:

    


    ARTICLE
I

     

    Definitions

    


    SECTION
1.  Defined
Terms.  As
used in this Agreement, the following terms shall have the meanings specified
below:

    


    “Acquisition” shall
mean the acquisition by Trico Supply AS, a wholly-owned subsidiary of the
Borrower, of all or substantially all of the business (including, without
limitation, all assets and related operations) of Trico Subsea ASA.

    


    “Administrative Agent”
shall have the meaning provided in the first paragraph of this Agreement, and
shall include any successor thereto.

    


    “Affiliate” shall
mean, with respect to any Person, any other Person directly or indirectly
controlling (including, but not limited to, all directors and officers of such
Person), controlled by, or under direct or indirect common control with, such
Person.  A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power (i) to vote 10% or more of
the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise; provided, however, that neither
the Administrative Agent nor any Affiliate thereof shall be considered an
Affiliate of the Borrower or any Subsidiary thereof.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Agreement” shall mean
this Credit Agreement, as modified, supplemented, amended, restated, extended or
renewed from time to time.

    


    “Amendment and Restatement
Effective Date” shall have the meaning provided in Section
14.10.

    


    “Applicable Margin”
shall initially mean a percentage per annum equal to 2.25%; provided that the
Applicable Margin on the Revolving Loans shall be subject to adjustments as set
forth in the pricing grid provided below based on meeting the Consolidated
Leverage Ratio as set forth herein (but in any event, such adjustments are not
to be commenced prior to the delivery of financial statements delivered in
respect of the fiscal quarter ending on December 31, 2007).  From each
applicable Start Date (as defined below) to each applicable End Date (as defined
below), the Applicable Margins for Loans shall be those set forth below opposite
the Consolidated Leverage Ratio indicated to have been achieved in any Quarterly
Pricing Certificate in accordance with the following sentence:

     

    
      
        
          
            	
                    
                      Level

                    

                  	 	
                    
                      Consolidated
      Leverage Ratio

                    

                  	 	
                    
                      Percentage

                    

                  
	 	 	 	 	 
	
                    3

                  	
                     

                  	
                    Greater
      than or equal to 2.50:1.00

                  	 	
                    2.25%

                  
	 	 	 	 	 
	
                    2

                  	 	
                    Greater
      than 1.00:1.00 and less than 2.50:1.00

                  	 	
                    2.00%

                  
	 	 	 	 	 
	
                    1

                  	 	
                    Equal
      to or less than 1.00:1.00

                  	 	
                    1.75%

                  


          

        

      

    

     

    The
Consolidated Leverage Ratio used in a determination of the Applicable Margin
shall be determined based on the delivery of a certificate of the Borrower
(each, a “Quarterly
Pricing Certificate”) by an authorized officer of the Borrower to the
Administrative Agent (with a copy to be sent by the Administrative Agent to each
Lender), within 45 days of the last day of any fiscal quarter of the Borrower,
which certificate shall set forth the calculation of the Consolidated Leverage
Ratio as at the last day of the Test Period ended immediately prior to the
relevant date of the delivery of such Quarterly Pricing Certificate (each date
of delivery of a Quarterly Pricing Certificate a “Start
Date”)  and the Applicable Margin which shall be thereafter
applicable (until same are changed or cease to apply in accordance with the
following sentences).  The Applicable Margin so determined shall
apply, except as set forth in the succeeding sentence, from the relevant Start
Date to the earliest of (x) the date on which the next Quarterly Pricing
Certificate is delivered to the Administrative Agent or (y) the date which is 45
days following the last day of the Test Period in which the previous Start Date
occurred (such earliest date, the “End Date”), at which
time Level 3 pricing shall apply until such time, if any, as a Quarterly Pricing
Certificate has been delivered showing the pricing for the respective period is
at a Level below Level 3 (it being understood that, in the case of any Quarterly
Pricing Certificate as so required, any reduction in the Applicable Margin shall
apply only from and after the date of the delivery of the complying financial
statements and officer’s certificate); provided further,
that Level 3 pricing shall apply (i) at all times when any Event of Default is
in existence and (ii) for the period from the Original Effective Date to the
date of the delivery of the Borrower’s financial statements (and related
officer’s certificate) in respect of its fiscal quarter ending on December 31,
2007.



    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    “Appraisal” shall
mean, with respect to a Mortgaged Vessel, an “as built” written appraisal by an
Approved Appraiser of the fair market value of such Vessel on an individual
charter free basis.

    


    “Appraised Value” of
any Mortgaged Vessel at any time shall mean the fair market value of such Vessel
on an individual charter free basis as set forth on the Appraisal most recently
delivered to, or obtained by, the Administrative Agent prior to such time
pursuant to Section 9.01(h).

    


    “Approved Appraiser”
shall mean R.S. Platou, Fearnleys A.S. and ODS Petrodata or such other
independent appraisal firm as may be reasonably acceptable to the Administrative
Agent.

    


    “Assignment and Assumption
Agreement” shall mean the Assignment and Assumption Agreement
substantially in the form of Exhibit J
(appropriately completed).

    


    “Assignment of
Charters” shall have the meaning provided in Section 15.05.

    


    “Assignment of
Earnings” shall have the meaning provided in Section 15.05

    


    “Assignment of
Insurances” shall have the meaning provided in Section
15.05.

    


    “Bankruptcy Code”
shall have the meaning provided in Section 11.05.

    


    “Borrower” shall have
the meaning set forth in the first paragraph of this Agreement.

    


    “Borrowing” shall mean
the borrowing of Revolving Loans from all the Lenders (other than any Lender
which has not funded its share of a Borrowing in accordance with this Agreement)
having commitments on a given date and, in the case of Eurodollar Loans, having
the same Interest Period.

    


    “Business Day” shall
mean (i) for all purposes other than as covered by the following clause (ii),
any day except Saturday, Sunday and any day which shall be in New York, New York
or London, the United Kingdom, a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) above and which is also a day for
trading by and between banks in U.S. dollar deposits in the applicable interbank
Eurodollar market.



    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    “Capital Expenditures”
shall mean, with respect to any Person, all expenditures by such Person which
should be capitalized in accordance with GAAP (excluding Capitalized Lease
Obligations).

    


    “Capital Stock” shall
mean (i) in the case of a corporation, corporate stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person.

    


    “Capitalized Lease
Obligations” shall mean, with respect to any Person,
the  obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such person
under GAAP and, for purposes hereof, the amount of such obligations at any time
shall be the capitalized amount thereof at such time determined in accordance
with GAAP.

    


    “Cash Equivalents”
shall mean, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign
Subsidiary of the Borrower, Euros and such local currencies held by any such
Foreign Subsidiary from time to time in the ordinary course of its business,
(ii) securities issued or directly and fully guaranteed or insured by (x) in the
case of a Foreign Subsidiary of the Borrower organized in Norway, Norway or any
agency of instrumentality thereof (provided that the
full faith and credit of Norway is pledged in support thereof) and (y) in all
cases, the United States or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof), in
either case having maturities of not more than six months from the date of
acquisition, (iii) marketable direct obligations issued by any state of the
United States or any political subdivision of any such state or any public
instrumentality thereof maturing within six months from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody’s, (iv) time deposits, certificates of
deposit and bankers acceptances of any Lender or any commercial bank organized
under the laws of the United States, any State thereof or any other country
which is a member of the Organization for Economic Cooperation and Development
and, in each case, having total assets in excess of $10,000,000,000 (or an
equivalent amount in the currency of any member country), (v) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (ii)(y) above entered into with any bank meeting
the qualifications specified in clause (iv) above, (vi) commercial paper issued
by any Person incorporated in the United States rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s and in each case maturing not more than six months after the date of
acquisition by such Person, (vii) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (vi) above and (viii) in the case of Foreign
Subsidiaries of the Borrower, overnight deposits and demand deposit accounts (in
the respective local currencies) maintained in the ordinary course of
business.



    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    “CERCLA” shall mean
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing
regulations.

    


    “Change of Control”
shall mean (i) any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), shall become, or obtain rights (whether by means of warrants, options or
otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the
outstanding common stock of the Borrower; (ii) the board of directors of the
Borrower shall cease to consist of a majority of Continuing Directors or (iii)
the Borrower shall cease to own, directly or indirectly, 100% of the voting
and/or economic interests of each Person which owns a Mortgaged
Vessel.

    


    “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.  Section references to the
Code are to the Code, as in effect at the date of this Agreement and any
subsequent provisions of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

    


    “Collateral” shall
mean all property (whether real or personal) with respect to which any security
interests have been granted (or purported to be granted) pursuant to any
Security Document, including, without limitation, all Pledge and Security
Agreement Collateral, all Earnings and Insurance Collateral, all Mortgaged
Vessels, and all cash and cash equivalents at any time delivered as collateral
hereunder.

    


    “Collateral Agent”
shall mean the Administrative Agent acting as collateral agent for the Secured
Creditors pursuant to the Security Documents.

    


    “Collateral
Disposition” shall mean (i) the sale, lease, transfer or other
disposition other than pursuant to a charter by the Borrower or any of its
Subsidiaries to any Person other than the Borrower or a Guarantor of any
Mortgaged Vessel or (ii) any Event of Loss of any Mortgaged Vessel.

    


    “Collateral Vessels”
shall mean, collectively, the Vessels listed on Schedule XIV, and,
individually, any of such Vessels.

    


    “Consolidated EBITDA”
shall mean, for any period, Consolidated Net Income for such period, before
deducting therefrom (i) consolidated interest expense of the Borrower and its
Subsidiaries for such period, (ii) provision for taxes based on income that were
included in arriving at Consolidated Net Income for such period and (iii) the
amount of all amortization of intangibles and depreciation to the extent that
same was deducted in arriving at Consolidated Net Income for such period and
without giving effect (x) to any extraordinary gains or extraordinary non-cash
losses (except to the extent that any such extraordinary non-cash losses require
a cash payment in a future period) and (y) to any or gains or losses from sales
of assets other than from sales of inventory in the ordinary course of business;
provided that, for purposes of
Section 10.08 only, pro forma adjustment satisfactory to the Administrative
Agent shall be made for any vessels acquired by or delivered to the Borrower or
any Subsidiary prior to December 31, 2009 as if such vessels were acquired or
delivered on the first day of the relevant Test Period.



    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    “Consolidated
Indebtedness” shall mean, as at any date of determination, without
duplication, the sum of (I) the aggregate stated balance sheet amount of all
Indebtedness (but including, in any event, without limitation, the then
outstanding principal amount of all Senior Notes, all Revolving Loans, all
Unpaid Drawings, all Capitalized Lease Obligations and all purchase money
Indebtedness) of the Borrower and its Subsidiaries at such time determined on a
consolidated basis and (II) the aggregate amount of all Contingent Obligations
of the Borrower and its Subsidiaries in respect of Indebtedness described in
preceding clause (I) at such time determined on a consolidated
basis.

    


    “Consolidated Leverage
Ratio” shall mean, as at any date of determination, the ratio of
Consolidated Net Indebtedness as at such date to Consolidated EBITDA for the
period of four consecutive fiscal quarters most recently ending on or before
such date.

    


    “Consolidated Net
Indebtedness” shall mean, on any date, (i) Consolidated Indebtedness on
such date minus
(ii) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries
on such date.

    


    “Consolidated Net
Income” shall mean, for any period, the net income (or loss) of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis (after any deduction for minority interests), provided that the net
income of any Subsidiary of the Borrower shall be excluded to the extent that
the declaration or payment of cash dividends or similar cash distributions by
that Subsidiary of that net income is not at the date of determination permitted
by operation of its charter or any agreement, instrument or law applicable to
such Subsidiary and (iii) the net income (or loss) of any other Person acquired
by the Borrower or a Subsidiary of the Borrower in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded.

    


    “Consolidated Net
Worth” shall mean, with respect to any person, the Net Worth of such
Person and its Subsidiaries determined on a consolidated basis after appropriate
deduction for any minority interests in Subsidiaries.

    


    “Contingent
Obligation” shall mean, as to any Person, any obligation of such Person
as a result of such Person being a general partner of any other Person, unless
the underlying obligation is expressly made non-recourse as to such general
partner, and any obligation of such Person guaranteeing or intended to guarantee
any Indebtedness, leases, dividends or other obligations (“primary obligations”)
of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or customary and
reasonable indemnity obligations in effect on the Original Effective Date or
entered into in connection with any acquisition or disposition of assets
permitted by this Agreement.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.



    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    “Continuing Directors”
means the directors of the Borrower on the Original Effective Date, and each
other director, if, in each case, such other director’s nomination for election
to the board of directors of the Borrower is recommended by at least a majority
of the then Continuing Directors.

    


    “Credit Documents”
shall mean this Agreement (including the Guaranty), each Revolving Note, each
Security Document, the Intercompany Subordination Agreement and, after the
execution and delivery thereof, each additional Security Document executed
pursuant to Section 9.11.

    


    “Credit Event” shall
mean the making of any Revolving Loan or the issuance of any Letter of
Credit.

    


    “Credit Party” shall
mean the Borrower and each Guarantor.

    


    “DeepOcean” shall mean
DeepOcean ASA.

    


    “DeepOcean
Acquisition” shall mean the acquisition of DeepOcean and its
Subsidiaries.

    


    “DeepOcean
Indebtedness” shall mean (i) any Indebtedness of DeepOcean and its
Subsidiaries that is outstanding on the date of the DeepOcean Acquisition and
(ii) Indebtedness secured solely by assets owned by DeepOcean or its
Subsidiaries on the date of the DeepOcean Acquisition, in either case as the
same may be amended, restated, supplemented, refinanced or otherwise modified
from time to time.

    


    “Default” shall mean
any event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default.

    


    “Defaulting Lender”
shall mean any Lender with respect to which a Lender Default is in
effect.

    


    “Dividend” with
respect to any Person shall mean that such Person has declared or paid a
dividend, distribution or returned any equity capital to its stockholders,
partners or members or authorized or made any other distribution, payment or
delivery of property (other than common equity of such Person) or cash to its
stockholders, partners or members as such, or redeemed, retired, purchased or
otherwise acquired, directly or indirectly, for a consideration (other than
common equity of such Person) any shares of any class of its Capital Stock or
any partnership or membership interests outstanding on or after the Original
Effective Date (or any options or warrants issued by such Person with respect to
its Capital Stock or other equity interests), or set aside any funds for any of
the foregoing purposes, or shall have permitted any of its Subsidiaries to
purchase or otherwise acquire for a consideration (other than common equity of
such Person) any shares of any class of the Capital Stock of, or other equity
interests in, such Person outstanding on or after the Original Effective Date
(or any options or warrants issued by such Person with respect to its Capital
Stock or other equity interests).  Without limiting the foregoing,
“Dividends” with respect to any Person shall also include all payments made or
required to be made (other than common equity of such Person) by such Person
with respect to any stock appreciation rights, plans, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the
foregoing purposes.



    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    “Dollars” and the sign
“$” shall each
mean lawful money of the United States.

    


    “Domestic Subsidiary”
shall mean, as to any Person, each Subsidiary of such Person that is organized
under the laws of the United States, any state thereof or the District of
Columbia.

    


    “Drawing” shall have
the meaning provided in Section 3.05(b).

    


    “Earnings and Insurance
Collateral” shall mean all “Earnings Collateral” and “Insurance
Collateral”, as the case may be, as defined in the respective Assignment of
Earnings and the Assignment of Insurances.

    


    “Eligible Transferee”
shall mean and include a commercial bank, an insurance company, a finance
company, a financial institution, any fund that invests in loans or any other
“accredited investor” (as defined in Regulation D of the Securities
Act).

    


    “Environmental Claim”
shall mean any written claim, action, suit, cause of action or notice by any
person or entity alleging potential liability arising out of, based on or
resulting from (a) the Release into the environment, of any Hazardous Material
or (b) circumstances forming the basis of any violation, or alleged violation,
of any Environmental Law.

    


    “Environmental Law”
shall mean all applicable foreign, federal, state and local laws and regulations
having the force and effect of law relating to the protection of the natural
environment or imposing liability or standards of conduct concerning the use,
handling, storage, or management of any Hazardous Material, each as in effect
and as amended through the Original Effective Date.

    


    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued
thereunder.  Section references to ERISA are to ERISA, as in effect at
the date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

    


    “ERISA Affiliate”
shall mean each person (as defined in Section 3(9) of ERISA) which together with
the Borrower or a Subsidiary of the Borrower would be deemed to be a “single
employer” within the meaning of Section 414(b), (c), (m) or (o) of the
Code.

    


    “Eurodollar Loans”
shall mean each Revolving Loan designated as such by the Borrower at the time of
the incurrence thereof or conversion thereto.



    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    “Eurodollar Rate”
shall mean with respect to each Interest Period for a Revolving Loan, (a) the
offered rate (rounded upward to the nearest 1/100 of one percent) for deposits
of Dollars for a period equivalent to such period at or about 11:00 A.M. (London
time) on the second Business Day before the first day of such period as is
displayed on Telerate page 3750 (British Bankers’ Association Interest
Settlement Rates) (or such other page as may replace such page 3750 on such
system or on any other system of the information vendor for the time being
designated by the British Bankers’ Association to calculate the BBA Interest
Settlement Rate (as defined in the British Bankers’ Association’s Recommended
Terms and Conditions dated August 1985)), provided that if on
such date no such rate is so displayed or, in the case of the initial Interest
Period in respect of a Revolving Loan, if less than three Business Days’ prior
notice of such Revolving Loan shall have been delivered to the Administrative
Agent, the Eurodollar Rate for such period shall be the rate quoted to the
Administrative Agent as the offered rate for deposits of Dollars in an amount
approximately equal to the amount in relation to which the Eurodollar Rate is to
be determined for a period equivalent to such applicable Interest Period by
prime banks in the London interbank Eurodollar market at or about 11:00 A.M.
(London time) on the second Business Day before the first day of such period, in
each case divided (and rounded upward to the nearest 1/100 of 1%) by (b) a
percentage equal to 100% minus the then stated maximum rate of all reserve
require­ments (in­cluding, without limitation, any marginal,
emer­gency, supple­mental, special or other reserves required by
applic­able law) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency funding or liabil­ities as defined in Regulation
D (or any successor category of liabilities under Regulation D).

    


    “Event of Default”
shall have the meaning provided in Section 11.

    


    “Event of Loss” shall
mean any of the following events:  (x) the actual or constructive
total loss of a Mortgaged Vessel or the agreed or compromised total loss of a
Mortgaged Vessel; or (y) the capture, condemnation, confiscation, requisition,
purchase, seizure or forfeiture of (in each case, other than temporary seizure
for customs lasting no more than 90 days), or any taking of title to, a
Mortgaged Vessel.  An Event of Loss shall be deemed to have
occurred:  (i) in the event of an actual loss of a Mortgaged Vessel,
at the time and on the date of such loss or if that is not known at noon
Greenwich Mean Time on the date which such Mortgaged Vessel was last heard from;
(ii) in the event of damage which results in a constructive or compromised or
arranged total loss of a Mortgaged Vessel, at the time and on the date of the
event giving rise to such damage; or (iii) in the case of an event referred to
in clause (y) above, at the time and on the date on which such event is
expressed to take effect by the Person making the
same.  Notwithstanding the foregoing, if such Mortgaged Vessel shall
have been returned to any Credit Party following any event referred to in clause
(y) above prior to the date upon which a commitment reduction is required to be
made under Section
4.03 hereof, no Event of Loss shall be deemed to have occurred by reason
of such event.

    


    “Excluded Taxes” shall
have the meaning provided in Section 5.04(a).

    


    “Existing
Indebtedness” shall have the meaning provided in Section
8.18.

    


    “Facing Fee” shall
have the meaning provided in Section 4.01(c).



    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    “Federal Funds Rate”
shall mean, for any day, an interest rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 11:00 A.M. (New York time) on such
day on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by the Administrative Agent in its
sole discretion.

    


    “Fees” shall mean all
amounts payable pursuant to or referred to in Section 4.01.

    


    “Financial Covenants”
shall collectively mean the financial covenants as set forth in Sections 10.08,
10.09 and 10.10.

    


    “First Amendment to Credit
Agreement” means that certain Amendment, dated as of April 24, 2008 among
the Borrower, the Guarantors party thereto, the Lenders party thereto and the
Administrative Agent.

    


    “Foreign Lender” shall
mean any Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code).

    “Foreign Pension Plan”
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained outside the United
States of America by the Borrower or any one or more of its Subsidiaries
primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States of America, which plan, fund or other similar
program provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code.

    


    “Foreign Subsidiary”
shall mean, as to any Person, each Subsidiary of such Person which is not a
Domestic Subsidiary.

    


    “Free Liquidity” shall
mean at any time the sum of (x) the unrestricted cash and Cash Equivalents held
by the Borrower and its Subsidiaries at such time and (y) the Total Unutilized
Revolving Loan Commitment at such time.

    


    “GAAP” shall mean
generally accepted accounting principles in the United States consistently
applied.

    


    “Guaranteed Creditors”
shall mean and include each of the Administrative Agent, the Collateral Agent,
each Issuing Lender and the Lenders.

    


    “Guaranteed
Obligations” shall mean (i) the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of each Obligation of the
Borrower (including Obligations which, but for the automatic stay under Section
362(a) of the Bankruptcy Code, would become due and any interest accruing after
the commencement of any bankruptcy, insolvency, receivership or similar
proceeding at the rate provided for herein, whether or not such interest is an
allowed claim in any such proceeding) and (ii) the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of all
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and
indebtedness (including any interest accruing after the commencement of any
bankruptcy, insolvency, receivership or similar proceeding at the rate provided
for herein, whether or not such interest is an allowed claim in any such
proceeding) of the Borrower owing under any Interest Rate Protection Agreement
or any Other Hedging Agreement entered into by the Borrower with any Lender or
any affiliate thereof (even if such Lender subsequently ceases to be a Lender
under this Agreement for any reason) so long as such Lender or affiliate
participates in such Interest Rate Protection Agreement or such Other Hedging
Agreement and their subsequent assigns, if any, whether now in existence or
hereafter arising, and the due performance and compliance with all terms,
conditions and agreements contained therein.



    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    “Guarantor” shall
mean, collectively, Trico Marine Assets, Inc., Trico Marine Operators, Inc. and
any Domestic Subsidiary which owns directly or indirectly any interest in said
Persons.

    


    “Guaranty” shall mean
the Guaranty set forth in Section 13 hereof.

    


    “Hazardous Materials”
shall mean (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, ureaformaldehyde foam
insulation, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls, and radon gas, (b) any
chemicals, materials or substances defined as or included in the definition of
“hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely
hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic
pollutants,” “contaminants,” or “pollutants,” or words of similar import, under
any applicable Environmental Law, and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
governmental authority under Environmental Laws.

    


    “Indebtedness” shall
mean, as to any Person, without duplication, (i) all indebtedness (including
principal, interest, fees and charges) of such Person for borrowed money or for
the deferred purchase price of property or services, (ii) the maximum amount
available to be drawn under all letters of credit, bankers’ acceptances and
similar obligations issued for the account of such Person and all unpaid
drawings in respect of such letters of credit, bankers’ acceptances and similar
obligations, (iii) all Indebtedness of the types described in clause (i), (ii),
(iv), (v), (vi) or (vii) of this definition secured by any Lien on any property
owned by such Person, whether or not such Indebtedness has been assumed by such
Person (provided that, if the
Person has not assumed or otherwise become liable in respect of such
Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the
fair market value of the property to which such Lien relates as determined in
good faith by such Person), (iv) the aggregate amount of all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e.,
take-or-pay and similar obligations, (vi) all Contingent Obligations of such
Person, and (vii) all obligations under any Interest Rate Protection Agreement,
any Other Hedging Agreement or under any similar type of
agreement.  Notwithstanding the foregoing, Indebtedness shall not
include (i) trade payables and accrued expenses incurred by any Person in
accordance with customary practices and in the ordinary course of business of
such Person or (ii) milestone payments and similar obligations incurred by any
Person under any vessel purchase contract.



    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    “Intercompany Loan”
shall have the meaning provided in Section 10.05(vii).

    


    “Intercompany Subordination
Agreement” shall mean the Intercompany Subordination Agreement
substantially in the form of Exhibit K
(appropriately completed, and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and
thereof).

    


    “Interest Determination
Date” shall mean, with respect to any Eurodollar Loan, the second
Business Day prior to the commencement of any Interest Period relating to such
Eurodollar Loan.

    


    “Interest Period”
shall have the meaning provided in Section 2.09.

    


    “Interest Rate Protection
Agreement” shall mean any interest rate swap agreement, interest rate cap
agreement, interest collar agreement, interest rate hedging agreement or other
similar agreement or arrangement.

    


    “Investments” shall
have the meaning provided in Section 10.05.

    


    “Issuing Lender” shall
mean (i) Nordea Bank Norge ASA, Grand Cayman Branch (which, for purposes of this
definition, shall include any banking affiliate of Nordea Bank Norge ASA, Grand
Cayman Branch) and (ii) any other Lender which at the request of the Borrower
and with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) agrees (in such Lender’s sole discretion) to become an
Issuing Lender for the purpose of issuing Letters of Credit pursuant to Section
3.

    


    “Leaseholds” of any
Person shall mean all the right, title and interest of such Person as lessee or
licensee in, to and under leases or licenses of land, improvements and/or
fixtures.

    


    “Lender” shall mean
each financial institution listed on Schedule I, as well
as any Person which becomes a “Lender” hereunder pursuant to Section 2.13 or
14.04(b).

    


    “Lender Default” shall
mean (i) the refusal (which has not been retracted) or the failure of a Lender
to make available its portion of any Borrowing or to fund its portion of any
unreimbursed payment under Section 3.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that such Lender does not
intend to comply with its obligations under Sections 2.01, 2.04 or
3.

    


    “Letter of Credit”
shall have the meaning provided in Section 3.01(a).

    


    “Letter of Credit Fee”
shall have the meaning provided in Section 4.01(b).



    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    “Letter of Credit
Outstandings” shall mean, at any time, the sum of (i) the Stated Amount
of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid
Drawings in respect of all Letters of Credit.

    


    “Letter of Credit
Request” shall have the meaning provided in Section 3.03(a).

    


    “Lien” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing or similar statement or
notice filed under the UCC or any other similar recording or notice statute, and
any lease having substantially the same effect as any of the
foregoing).

    


    “Maintenance Capital
Expenditures” shall mean Capital Expenditures incurred in connection with
the maintenance, and repair of vessels which are owned by any Subsidiary of the
Borrower.

    


    “Margin Stock” shall
have the meaning provided in Regulation U.

    


    “Material Adverse
Effect” shall mean a material adverse effect (w) on the rights or
remedies of the Lenders, (x) or the ability of the Borrower and its Subsidiaries
taken as a whole to perform its or their obligations to the Lenders, (y) on the
Transaction or (z) on the property, assets, operations, liabilities or financial
condition of the Borrower and its Subsidiaries taken as a whole.

    


    “Maturity Date” shall
mean the third anniversary of the Original Effective Date.

    


    “Mortgaged Vessels”
shall mean, at any time, each Collateral Vessel which is subject to a first
priority perfected Vessel Mortgage at such time.

    


    “Net Worth” shall
mean, as to any Person, the sum of its Capital Stock, capital in excess of par
or stated value of shares of its Capital Stock, retained earnings and any other
account which, in accordance with GAAP, constitutes stockholders’ equity, but
excluding any treasury stock and cumulative foreign translation
adjustments.

    


    “Non-Defaulting
Lender” shall mean and include each Lender other than a Defaulting
Lender.

    


    “Notice of Borrowing”
shall have the meaning provided in Section 2.03.

    


    “Notice Office” shall
mean the office of the Administrative Agent located at 437 Madison Avenue, New
York, New York 10022, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

    


    “Obligations” shall
mean all amounts owing to the Administrative Agent, the Collateral Agent, any
Issuing Lender or any Lender pursuant to the terms of this Agreement or any
other Credit Document.



    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    “OPA” shall mean the
Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.

    


    “Original Effective
Date” shall mean January 31, 2008.

    


    “Other Hedging
Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements
designed to protect against the fluctuations in currency or commodity
values.

    


    “Participant” shall
have the meaning provided in Section 3.04(a).

    


    “PATRIOT Act” shall
have the meaning provided in Section 14.17.

    


    “Payment Office” shall
mean the office of the Administrative Agent located at 437 Madison Avenue, New
York, New York 10022, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

    


    “Percentage” of any
Lender at any time shall mean a fraction (expressed as a percentage) the
numerator of which is the Revolving Loan Commitment of such Lender at such time
and the denominator of which is the Total Commitment at such time, provided that if the
Percentage of any Lender is to be determined after the Total Commitment has been
terminated, then the Percentages of such Lender shall be determined immediately
prior (and without giving effect) to such termination.

    


    “Permitted
Encumbrance” shall mean easements, rights-of-way, restrictions,
encroachments, exceptions to title and other similar charges or encumbrances on
any property of the Borrower or any of its Subsidiaries arising in the ordinary
course of business which do not materially detract from the value of
such.

    


    “Permitted Liens”
shall have the meaning provided in Section 10.01.

    


    “Person” shall mean
any individual, partnership, joint venture, firm, corporation, association,
trust or other enterprise or any government or political subdivision or any
agency, department or instrumentality thereof.

    


    “Plan” shall mean any
pension plan as defined in Section 3(2) of ERISA, excluding any pension plan
that is not subject to Title I or Title IV of ERISA, which is maintained or
contributed to by (or to which there is an obligation to contribute of) the
Borrower or a Subsidiary of the Borrower or any ERISA Affiliate, and each such
plan for the five-year period immediately following the latest date on which the
Borrower, or a Subsidiary of the Borrower or any ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.

    


    “Pledge and Security
Agreement” shall have the meaning provided in Section 15.03.

    


    “Pledge and Security
Agreement Collateral” shall mean all “Collateral” as defined in the
Pledge and Security Agreement.



    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    “Prime Rate” shall
mean the rate which the Administrative Agent announces from time to time as its
prime lending rate, the Prime Rate to change when and as such prime lending rate
changes.  The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any
customer.  The Administrative Agent may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.

    


    “Projections” shall
mean the detailed projected consolidated financial statements of the Borrower
and its Subsidiaries for the three fiscal years ended after the Original
Effective Date attached hereto as Schedule
X.

    


    “Qualified Preferred
Interests” shall mean any preferred stock of the Borrower so long as the
terms of any such preferred stock (i) do not contain any mandatory put,
redemption, repayment, sinking fund or other similar provision occurring prior
to one year after the Maturity Date, (ii) do not require the cash payment of
dividends, (iii) do not contain any covenants other than financial reporting
requirements and (iv) do not grant the holder thereof any voting rights except
for voting rights on fundamental matters such as mergers, consolidations, sales
or all or substantially all of the assets of the issuer thereof, or liquidations
involving the issuer thereof.

    


    “Quarterly Payment
Date” shall mean the last Business Day of each March, June, September and
December occurring after the Original Effective Date, commencing on March 31,
2008.

    


    “Real Property” of any
Person shall mean all the right, title and interest of such Person in and to
land, improvements and fixtures, including Leaseholds.

    


    “Refund Guarantee”
shall mean a refund guarantee issued for the benefit of the Borrower or any
Guarantor pursuant to a Vessel Acquisition Agreement as credit support for the
shipbuilder’s obligations thereunder.

    


    “Refund Guarantee
Assignment” shall have the meaning provided in Section
15.04.

    


    “Register” shall have
the meaning provided in Section 14.15.

    


    “Regulation D” shall
mean Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

    


    “Regulation U” shall
mean Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or a portion
thereof.

    


    “Regulation X” shall
mean Regulation X of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or a portion
thereof.

    


    “Release” shall mean
actively or passively disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
migrating or the like, into or upon any land or water or air, or otherwise
entering into the environment.



    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    “Replaced Lender”
shall have the meaning provided in Section 2.13.

    


    “Replacement Lender”
shall have the meaning provided in Section 2.13.

    


    “Required Lenders”
shall mean Non-Defaulting Lenders the sum of whose outstanding Revolving Loan
Commitments (or after the termination thereof, outstanding Revolving Loans and
Percentages of Letter of Credit Outstandings) represent an amount greater than
66 2/3% of the sum of the Total Commitment less the Revolving Loan Commitments
of all Defaulting Lenders (or after the termination thereof, the sum of then
total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate
Percentages of all Non-Defaulting Lenders of the total Letter of Credit
Outstandings at such time).

    


    “Returns” shall have
the meaning provided in Section 8.09.

    


    “Revolving Loan” shall
have the meaning provided in Section 2.01.

    


    “Revolving Loan
Commitment” shall mean, for each Lender, the amount set forth opposite
such Lender’s name in Schedule I hereto
directly below the column entitled “Revolving Loan Commitment,” as same may be
(x) reduced from time to time pursuant to Sections 4.02 and/or 11 or (y)
adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 2.13 or 14.04(b).

    


    “Revolving Note” shall
have the meaning provided in Section 2.05(a).

    


    “SEC” shall mean the
Securities and Exchange Commission or any successor thereto.

    


    “Second Amendment to Credit
Agreement” means that certain Amendment, dated as of May 9, 2008 among
the Borrower, the Guarantors party thereto, the Lenders party thereto and the
Administrative Agent.

    


    “Section 5.04(b)(ii)
Certificate” shall have the meaning provided in Section
5.04(b)(ii).

    


    “Secured Creditors”
shall have the meaning assigned that term in the Security
Documents.

    


    “Securities Act” shall
mean the Securities Act of 1933, as amended.

    


    “Security Documents”
shall mean each Vessel Acquisition Agreement Assignment, each Refund Guarantee
Assignment, the Pledge and Security Agreement, each Assignment of Earnings, each
Assignment of Insurances, each Assignment of Charters, each Vessel Mortgage and,
after execution and delivery thereof, each additional security document
delivered pursuant to Section 9.11.



    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    “Senior Notes” shall
mean the 3.00% Senior Convertible Debentures of the Borrower, due 2027, dated
February 7, 2007 and the 6.50% Senior Convertible Debentures of the Borrower,
due 2028, dated May 16, 2008 as the same may be amended, restated, supplemented
or otherwise modified from time to time.

    


    “Stated Amount” of
each Letter of Credit shall mean, at any time, the maximum amount available to
be drawn thereunder (in each case determined without regard to whether any
conditions to drawing could then be met).

    


    “Subsidiary” shall
mean, as to any Person, (i) any corporation more than 50% of whose stock of any
class or classes having by the terms thereof ordinary voting power to elect a
majority of the directors of such corporation (irrespective of whether or not at
the time stock of any class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
owned by such Person and/or one or more Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person has
more than a 50% equity interest at the time.

    


    “Taxes” shall have the
meaning provided in Section 5.04.

    


    “Test Period” shall
mean each period of four consecutive fiscal quarters then last ended, in each
case taken as one accounting period.

    


    “TMS Intercompany
Indebtedness” shall mean the loan agreement in the principal amount of
$395,000,000 made between the Borrower, as lender, and the Trico Shipping AS, as
borrower, dated on or around May 15, 2008 as the same may be amended, restated,
supplemented or otherwise modified from time to time.

    


    “Total Commitment”
shall mean, at any time, the sum of the Revolving Loan Commitments of each of
the Lenders.

    


    “Total Unutilized Revolving
Loan Commitment” shall mean, at any time, an amount equal to the
remainder of the then Total Commitment, less the aggregate
principal amount of Revolving Loans then outstanding at such time less the Letter of
Credit Outstandings at such time.

    


    “Transaction” shall
mean, collectively, (i) the entering into of the Credit Documents and (ii) the
payment of fees and expenses in connection with the foregoing.

    


    “Trico Marine Cayman
Intercompany Loan” shall mean the loan in the original principal amount
of $33,486,076.35 made by Trico Marine Cayman, L.P., acting through its general
partner, Trico Holdco LLC, to Trico Supply pursuant to that certain Loan
Agreement, dated as of November 8, 2007 as the same may be amended, restated,
supplemented or otherwise modified from time to time.

    


    “Trico Subsea AS”
shall mean Trico Subsea AS, which is a wholly-owned subsidiary of Trico
Supply.



    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    “Trico Subsea AS Credit
Agreement” shall mean the certain credit agreement dated as of April 24,
2008 among Trico Supply AS, Trico Subsea Holding AS, Trico Subsea AS, the
lenders party thereto and Nordea Bank Finland plc, as Administrative Agent, as
amended, restated, supplemented or otherwise modified from time to
time.

    


    “Trico Shipping AS Credit
Agreement” shall mean the certain credit agreement dated as of May 14,
2008 among Trico Shipping AS, Trico Supply AS, Trico Subsea Holding AS, Trico
Subsea AS, the lenders party thereto and Nordea Bank Finland plc, as
Administrative Agent, as amended, restated, supplemented or otherwise modified
from time to time.

    


    “Trico Supply” shall
mean Trico Supply AS.

    


    “Trico Supply Intercompany
Loan” shall mean the loan from Trico Marine Operators, Inc. to Trico
Supply in the initial principal amount of $194,000,000 pursuant to the Trico
Supply Intercompany Loan Documentation.

    


    “Trico Supply Intercompany
Loan Documentation” shall mean that certain promissory note dated
November 8, 2007 between Trico Supply and Trico Marine Operators, Inc. as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

    


    “UCC” shall mean the
Uniform Commercial Code as from time to time in effect in the relevant
jurisdiction.

    


    “United States” and
“U.S.” shall
each mean the United States of America.

    


    “Unpaid Drawing” shall
have the meaning provided in Section 3.05(a).

    


    “Vessel” shall mean
sea going vessels and tankers.

    


    “Vessel Acquisition”
shall mean each acquisition by the Borrower of a Collateral Vessel pursuant to
the Vessel Acquisition Agreements.

    


    “Vessel Acquisition
Agreements” shall have the meaning provided in Section
15.04(a).

    


    “Vessel Acquisition
Agreements Assignment” shall have the meaning provided in Section
15.04(b).

    


    “Vessel Acquisition
Date” shall mean each date of a Vessel Acquisition.

    


    “Vessel Mortgage”
shall mean a first-priority preferred mortgage in substantially the form of
Exhibit L, or
such other form as may be reasonably satisfactory to the Administrative Agent,
as such first preferred mortgage may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

    


    “Wholly-Owned Foreign
Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of
such Person that is also a Foreign Subsidiary of such
Person.



    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    “Wholly-Owned
Subsidiary” shall mean, as to any Person, (i) any corporation 100% of
whose Capital Stock (other than director’s qualifying shares and/or other
nominal amounts of shares required to be held other than by such Person under
applicable law) is at the time owned by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited
liability company, association, joint venture or other entity in which such
Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100%
equity interest at such time.  Unless otherwise indicated herein, or
the context otherwise requires, all references herein to any Wholly-Owned
Subsidiary or Wholly-Owned Subsidiaries shall mean and be deemed to be
references to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries, as the
case may be, of the Borrower.

    


    ARTICLE
II

     

    The
Credits

    


    SECTION
2.  Amount and Terms of Credit
Facility.

     

    2.01  Revolving Loan
Commitments.  Subject
to and upon the terms and conditions set forth herein, each Lender severally
agrees, at any time and from time to time on or after the Original Effective
Date and prior to the Maturity Date, to make a revolving loan or revolving loans
(each, a “Revolving
Loan” and, collectively, the “Revolving Loans”) to
the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii)
may be repaid and reborrowed in accordance with the provisions hereof, and (iii)
shall not exceed for any Lender at any time outstanding the aggre­gate
principal amount which, when added to the product of (x) such Lender’s
Percentage and (y) the sum, without duplication, of (i) the aggregate amount of
all outstanding Revolving Loans and (ii) the aggregate amount of all Letter of
Credit Outstandings (exclu­sive of Unpaid Drawings which are repaid with the
proceeds of, and simul­tan­eously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, equals the Revolving Loan
Commitment of such Lender at such time.

    


    2.02  Minimum Amount of Each
Borrowing; Limitation on Number of Borrowings.  The
aggregate principal amount of each Borrowing shall not be less than
$2,500,000.  More than one Borrowing may occur on the same date, but
at no time shall there be outstanding more than eight Borrowings of Eurodollar
Loans.

    


    2.03  Notice of
Borrowing.
Whenever the Borrower desires to incur Eurodollar Loans hereunder, the Borrower
shall give the Administrative Agent at the Notice Office at least three Business
Days’ prior notice of each Eurodollar Loan to be incurred hereunder, provided that any
such notice shall be deemed to have been given on a certain day only if given
before 11:00 A.M. (New York City time) on such day.  Each such notice
(each, a “Notice of
Borrowing”), except as otherwise expressly provided in Section 2.10,
shall be irrevocable and shall be given by the Borrower in the form of Exhibit A-1,
appropriately completed to specify:  (i) the aggregate principal
amount of the Revolving Loans to be incurred pursuant to such Borrowing, (ii)
the date of such Borrowing (which shall be a Business Day) and (iii) the initial
Interest Period to be applicable thereto.  The Administrative Agent
shall promptly give each Lender notice of such proposed Borrowing, of such
Lender’s propor­tionate share thereof and of the other matters required by
the immediately preceding sentence to be specified in the Notice of
Borrowing.  Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of any Borrowing, the Administrative
Agent may act without liability upon the basis of telephonic notice of such
Borrowing, believed by the Administrative Agent in good faith to be from the
president, the chief executive officer, the chief financial officer, chief
accounting officer, chief administrative officer, the treasurer or the
controller of the Borrower (or any other officer of the Borrower designated in
writing to the Administrative Agent by the Borrower as being authorized to give
such notices under this Agreement) prior to receipt of written
confirmation.  In each such case, the Borrower hereby waives the right
to dispute the Administrative Agent’s record of the terms of such telephonic
notice of such Borrowing, absent manifest error.



    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    2.04  Disbursement of
Funds.  No
later than 12:00 Noon (New York time) on the date specified in each Notice of
Borrowing, each Lender will make available its pro rata portion of each
such Borrowing requested to be made on such date.  All such amounts
shall be made available in Dollars and in immediately available funds at the
Payment Office and the Administrative Agent will make available to the Borrower
(prior to 1:00 p.m. (New York time) on such day to the extent of funds actually
received by the Administrative Agent prior to 12:00 Noon (New York time) on such
day) at the Payment Office, in the account specified in the applicable Notice of
Borrowing, the aggregate of the amounts so made available by the
Lenders.  Unless the Administrative Agent shall have been notified by
any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Administrative Agent such Lender’s portion of any
Borrowing to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such date
of Borrowing and the Administrative Agent may (but shall not be obligated to),
in reliance upon such assumption, make available to the Borrower a corresponding
amount.  If the Administrative Agent makes such corresponding amount
available to the Borrower but such corresponding amount is not in fact made
available to the Administrative Agent by such Lender, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender.  If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent.  The
Administrative Agent also shall be entitled to recover on demand from such
Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, at the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Revolving Loans for each day thereafter and (ii) if recovered from the
Borrower, at the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 2.08.  Nothing in this Section 2.04
shall be deemed to relieve any Lender from its obligation to make Revolving
Loans hereunder or to prejudice any rights which the Borrower may have against
any Lender as a result of any failure by such Lender to make Revolving Loans
hereunder.

    


    2.05  Revolving
Notes.  (a)  The
Borrower’s obligation to pay the principal of, and interest on, the Revolving
Loans made by each Lender shall be evidenced in the Register maintained by the
Administrative Agent pursuant to Section 14.15 and shall, if requested by such
Lender as provided below, also be evidenced by a promissory note duly executed
and delivered by the Borrower substantially in the form of Exhibit B, with
blanks appropriately completed in conformity herewith (each a “Revolving Note” and,
collectively, the “Revolving
Notes”).



    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    (b)           Each
Revolving Note shall (i) be executed by the Borrower, (ii) be payable to the
Lender or its registered assigns and be dated the Original Effective Date (or,
in the case of Revolving Notes issued after the Original Effective Date, be
dated the date of the issuance thereof), (iii) be in a stated principal amount
equal to the Revolving Loan Commitment of such Lender (or, if issued after the
termination thereof, be in a stated principal amount equal to the outstanding
Revolving Loans of such Lender at such time) and be payable in the principal
amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity
Date, (v) bear interest as provided in Section 2.08, (vi) be subject to
voluntary prepayment and mandatory repayment as provided in Sections 5.01 and
5.02 and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

    


    (c)           Each
Lender will note on its internal records the amount of each Revolving Loan made
by it and each payment in respect thereof and will, prior to any transfer of any
of its Revolving Notes, endorse on the reverse side thereof the outstanding
principal amount of Revolving Loans evidenced thereby.  Failure to
make any such notation or any error in any such notation or endorsement shall
not affect the Borrower’s obligations in respect of such Revolving
Loans.

    


    (d)           Notwithstanding
anything to the contrary contained above in this Section 2.05 or elsewhere in
this Agreement, Revolving Notes shall only be delivered to Lenders which at any
time specifically request the delivery of such Revolving Notes.  No
failure of any Lender to request or obtain a Revolving Note evidencing its
Revolving Loans to the Borrower shall affect or in any manner impair the
obligations of the Borrower to pay the Revolving Loans (and all related
Obligations) incurred by the Borrower which would otherwise be evidenced thereby
in accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents.  Any Lender which does not have a Revolving Note
evidencing its outstanding Revolving Loans shall in no event be required to make
the notations otherwise described in preceding clause (c).  At any
time when any Lender requests the delivery of a Revolving Note to evidence any
of its Revolving Loans, the Borrower shall (at its expense) promptly execute and
deliver to the respective Lender the requested Revolving Note in the appropriate
amount or amounts to evidence such Revolving Loans.

    


    2.06  [Intentionally
Omitted].

     

    2.07  Pro Rata
Borrowings.  All
Borrowings of Revolving Loans under this Agreement shall be incurred from the
Lenders pro
rata on the
basis of their Revolving Loan Commitments.  It is understood that no
Lender shall be responsible for any default by any other Lender of its
obligation to make Revolving Loans hereunder and that each Lender shall be
obligated to make the Revolving Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Revolving Loans
hereunder.

    


    2.08  Interest.  (a)  The
Borrower agrees to pay interest in respect of the unpaid principal amount of
each Eurodollar Loan from the date of Borrowing thereof until the maturity
thereof (whether by acceleration or otherwise) at a rate per annum which shall,
during each Interest Period applicable thereto, be equal to the sum of the
relevant Applicable Margin as in effect from time to time during such Interest
Period plus the
Eurodollar Rate for such Interest Period.



    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    (b)           Overdue
principal and, to the extent permitted by law, overdue interest in respect of
each Revolving Loan and any other overdue amount payable hereunder shall, in
each case, bear interest at a rate per annum equal to 2%
per annum in excess of the rate then borne by such Revolving Loans (or, if such
overdue amount is not interest or principal in respect of the Revolving Loans,
2% per annum in
excess of the rates then applicable to Revolving Loans at such
time).  Interest that accrues under this Section 2.08(b) shall be
payable on demand.

    


    (c)           Accrued
(and theretofore unpaid) interest in respect of Revolving Loans shall be payable
on the last day of each Interest Period applicable thereto and, in the case of
an Interest Period in excess of three months, on each date occurring at three
month intervals after the first day of such Interest Period, on any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

    


    (d)           Upon
each Interest Determination Date, the Administrative Agent shall determine the
Eurodollar Rate for each Interest Period applicable to the Revolving Loans to be
made pursuant to the applicable Borrowing and shall promptly notify the Borrower
and the Lenders thereof.  Each such determination shall, absent
manifest error, be final and conclusive and binding on all parties
hereto.

    


    (e)           All
calculations of interest shall be based on a 360-day year and actual days
elapsed.

    


    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 one, three or six-month period (it being
understood, however, that during
the one month period preceding the Maturity Date, the Borrower, with the consent
of the Administrative Agent, may select an Interest Period of less than one
month 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;



    
      
         


      

      
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    (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 one month 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.

    


    2.10  Increased Costs, Illegality,
etc.  (a)  In
the event that any Lender shall have determined (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):

    


    (i)          
 on any Interest Determination Date that, by reason of any changes arising
after the date of this Agreement affecting the applicable Eurodollar market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of Eurodollar Rate;
or

    


    (ii)           at
any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Eurodollar Loan
because of (x) any change since the Original Effective Date in any applicable
law or governmental rule, regulation, order, guideline or request (whether or
not having the force of law) or in the interpretation or administration thereof
and including the introduction of any new law or governmental rule, regulation,
order, guideline or request, such as but not limited to:  (A) a change
in the basis of taxation of payment to any Lender of the principal of or
interest on such Eurodollar Loan or any other amounts payable hereunder (except
for the imposition of, or any change in, the rate of any Excluded Tax), but
without duplication of any increased costs with respect to Taxes which are
addressed in Section 5.04, or (B) a change in official reserve requirements but,
in all events, excluding reserves required under Regulation D to the extent
included in the computation of the Eurodollar Rate, and/or (y) other
circumstances arising since the Original Effective Date affecting such Lender or
the interbank Eurodollar market or the position of such Lender in such market;
or



    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    (iii)           at
any time, that the making or continuance of any Eurodollar Loan has been made
(x) unlawful by any law or governmental rule, regulation or order, (y)
impossible by compliance by any Lender in good faith with any governmental
request (whether or not having force of law) and/or (z) impracticable as a
result of a contingency occurring after the Original Effective Date which
materially and adversely affects the Eurodollar market;

    


    then, and
in any such event, such Lender (or the Administrative Agent, in the case of
clause (i) above) shall promptly give notice (by telephone confirmed in writing)
to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other
Lenders).  Thereafter (x) in the case of clause (i) above, Eurodollar
Loans shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circum­stances giving rise to
such notice by the Administrative Agent no longer exist, and any Notice of
Borrowing given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of
clause (ii) above, the Borrower agrees to pay to such Lender, upon such Lender’s
written request therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reduc­tions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to the Borrower by such Lender shall, absent manifest error,
be final and conclusive and binding on all the parties hereto) and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions specified
in Section 2.10(b) as promptly as possible and, in any event, within the time
period required by law.

    


    (b)           
At any time that any Eurodollar Loan is affected by the circumstances described
in Section 2.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan
affected by the circumstances described in Section 2.10(a)(iii), the Borrower
shall, if the affected Eurodollar Loan is then being made initially, cancel such
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii), provided that, if
more than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 2.10(b).

    


    (c)         
  If any Lender determines that after the Original Effective Date the
introduction or effectiveness of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender’s Revolving Loan
Commitments hereunder or its obligations hereunder, then the Borrower agrees (to
the extent applicable) to pay to such Lender, upon its written demand therefor,
such additional amounts as shall be required to compensate such Lender or such
other corporation for the increased cost to such Lender or such other
corporation or the reduction in the rate of return to such Lender or such other
corporation as a result of such increase of capital.  In determining
such additional amounts, each Lender will act reasonably and in good faith and
will use averaging and attribution methods which are reasonable, provided that such
Lender’s determination of compensation owing under this Section 2.10(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto.  Each Lender, upon determining that any additional amounts
will be payable pursuant to this Section 2.10(c), will give prompt written
notice thereof to the Borrower, which notice shall show in reasonable detail the
basis for calculation of such additional amounts.



    
      
         


      

      
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    2.11  Compensation.  The
Borrower agrees to compensate each Lender, upon its written request (which
request shall set forth in reasonable detail the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any such loss, expense or liability incurred by reason of
the liquidation or reemployment of deposits or other funds required by such
Lender to fund its Eurodollar Loans but excluding loss of anticipated profits)
which such Lender may sustain in respect of Eurodollar Loans made to the
Borrower:  (i) if for any reason (other than a default by such Lender
or the Administrative Agent) a Borrowing does not occur on a date specified
therefor in a Notice of Borrowing (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 2.10(a)); (ii) if any prepayment or
repayment (including any prepayment or repayment made pursuant to Section
2.10(a), Section 5.01, Section 5.02 or as a result of an acceleration of the
Eurodollar Loans pursuant to Section 10) of any of its Revolving Loans, or
assignment of any of its Revolving Loans pursuant to Section 2.13, occurs on a
date which is not the last day of an Interest Period with respect thereto; (iii)
if any prepayment of any of its Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of any other default by the Borrower to repay Eurodollar Loans or
make payment on any Revolving Note held by such Lender when required by the
terms of this Agreement.

    


    2.12  Change of Lending
Office.  Each
Lender agrees that upon the occurrence of any event giving rise to the operation
of Section 2.10(a)(ii) or (iii), Section 2.10(b), Section 3.06 or Section 5.04
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Revolving Loans or Letters of Credit
affected by such event, provided that such
designation is made on such terms that such Lender and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such
Section.  Nothing in this Section 2.12 shall affect or postpone any of
the obligations of the Borrower or the rights of any Lender provided in Sections
2.10, 3.06 and 5.04.

    


    2.13  Replacement of
Lenders.  If
(x) any Lender becomes a Defaulting Lender or otherwise defaults in its
obligations to make Revolving Loans or fund Unpaid Drawings, (y) upon the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or
(iii), Section 2.10(b) or Section 5.04 with respect to any Lender which results
in such Lender charging to the Borrower increased costs in excess of those being
generally charged by the other Lenders, or (z) as provided in Section 14.12(b)
in the case of certain refusals by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders, the Borrower shall have the
right to either replace such Lender (the “Replaced Lender”)
with one or more Eligible Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)
and each of whom shall be required to be reasonably acceptable to the
Administrative Agent, provided
that:



    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    (i)           at
the time of any replacement pursuant to this Section 2.13, the Replacement
Lender shall enter into one or more Assignment and Assumption Agreements
pursuant to Section 14.04(b) (and with all fees payable pursuant to said Section
14.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement
Lender shall acquire all of the commitments and outstanding Revolving Loans of
and, in each case all participations in Letters of Credit by, the Replaced
Lender and, in connection therewith, shall pay to (x) the Replaced Lender in
respect thereof an amount equal to the sum (without duplication) of (I) an
amount equal to the principal of, and all accrued interest on, all outstanding
Revolving Loans of the Replaced Lender, (II) an amount equal to all Unpaid
Drawings that have been funded by (and not reimbursed to) such Replaced Lender,
together with all then accrued unpaid interest with respect thereto at such
time, and (III) an amount equal to all accrued, but theretofore unpaid, Fees
owing to the Replaced Lender pursuant to Section 4.01 and (y) each Issuing
Lender an amount equal to such Replaced Lender’s Percentage of any Unpaid
Drawing (which at such time remains an Unpaid Drawing) to the extent such amount
was not theretofore funded by such Replaced Lender to such Issuing Lender,
together with all then accrued and unpaid interest with respect thereto at such
time; and

    


    (ii)           all
obligations of the Borrower due and owing to the Replaced Lender at such time
(other than those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Lender concurrently with such
replacement.

    


    Upon the
execution of the respective Assignment and Assumption Agreement, the payment of
amounts referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Lender, delivery to the Replacement Lender of the appropriate
Revolving Notes executed by the Borrower, the Replacement Lender shall become a
Lender hereunder and the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 2.10, 2.11, 3.06, 5.04, 12.06
and 14.01), which shall survive as to such Replaced Lender.

    


    SECTION
3.  Letters of
Credit.

     

    3.01  Letters of
Credit.  (a)  Subject
to and upon the terms and conditions set forth herein, the Borrower may request
that an Issuing Lender issue, at any time and from time to time on and after the
Original Effective Date and prior to the 30th day prior to the Maturity Date,
for the Borrower, an irrevocable standby letter of credit or trade letter of
credit, in a form customarily used by such Issuing Lender or in such other form
as is reasonably acceptable to such Issuing Lender (each such letter of credit,
a “Letter of
Credit” and, collectively, the “Letters of
Credit”).  All Letters of Credit shall be denominated in
Dollars and shall be issued on a sight basis only.



    
      
         


      

      
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    (b)           Subject
to and upon the terms and conditions set forth herein, each Issuing Lender
agrees that it will, at any time and from time to time on and after the Original
Effective Date and prior to the 30th day prior to the Maturity Date, following
its receipt of the respective Letter of Credit Request, issue for the Borrower,
one or more Letters of Credit as are permitted to remain outstanding hereunder
without giving rise to a Default or an Event of Default, provided that no
Issuing Lender shall be under any obligation to issue any Letter of Credit of
the types described above if at the time of such issuance:

    


    (i)           
any order, judgment or decree of any governmental authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuing Lender from issuing such
Letter of Credit or any requirement of law applicable to such Issuing Lender or
any request or directive (whether or not having the force of law) from any
governmental authority with jurisdiction over such Issuing Lender shall
prohibit, or request that such Issuing Lender refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon such Issuing Lender with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which such Issuing Lender is
not otherwise compensated hereunder) not in effect with respect to such Issuing
Lender on the date hereof, or any unreimbursed loss, cost or expense which was
not applicable or in effect with respect to such Issuing Lender as of the date
hereof and which such Issuing Lender reasonably and in good faith deems material
to it; or

    


    (ii)           such
Issuing Lender shall have received from the Borrower, any other Credit Party or
the Required Lenders prior to the issuance of such Letter of Credit notice of
the type described in the second sentence of Section 3.03(b).

    


    (c)           Schedule XIII
contains a description of letters of credit that were issued for the account of
the Borrower prior to the Original Effective Date and which remain outstanding
on the Original Effective Date (and setting forth, with respect to each such
letter of credit, (i) the name of the issuing lender, (ii) the letter of credit
number, (iii) the name of the account party, (iv) the stated amount (which shall
be in Dollars), (v) the name of the beneficiary and (vi) the expiry
date.  Each such letter of credit, including any extension or renewal
thereof in accordance with the terms thereof and hereof (each, as amended from
time to time in accordance with the terms thereof and hereof, an “Existing Letter of
Credit”) shall constitute a “Letter of Credit” for all purposes of this
Agreement and shall be deemed issued on the Original Effective
Date.

    


    3.02  Maximum Letter of Credit
Outstandings; Maturities.  Notwithstanding
anything to the contrary contained in this Agreement, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time would
exceed either (x) $10,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans then outstanding, an amount equal to the Total
Commitment at such time, and (ii) each Letter of Credit shall by its terms
terminate on or before the earlier of (A) the date which occurs 12 months after
the date of the issuance thereof (although any such Letter of Credit shall be
extendible for successive periods of up to 12 months, but, in each case, not
beyond the tenth Business Day prior to the Maturity Date, on terms acceptable to
the respective Issuing Lender) and (B) ten Business Days prior to the Maturity
Date.



    
      
         


      

      
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    3.03  Letter of Credit Requests;
Minimum Stated Amount.  (a)  Whenever
the Borrower desires that a Letter of Credit be issued, the Borrower shall give
the Administrative Agent and the respective Issuing Lender at least five
Business Days’ (or such shorter period as is acceptable to such Issuing Lender)
written notice thereof (including by way of facsimile).  Each notice
shall be in the form of Exhibit C,
appropriately completed (each a “Letter of Credit
Request”).

    


    (b)           The
making of each Letter of Credit Request shall be deemed to be a representation
and warranty by the Borrower to the Lenders that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
3.02.  Unless the respective Issuing Lender has received notice from
the Borrower, any other Credit Party or the Required Lenders before it issues a
Letter of Credit that one or more of the conditions specified in Section 6 or 7
(as applicable) are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 3.02, then such Issuing Lender shall, subject to
the terms and conditions of this Agreement, issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Lender’s usual
and customary practices.  Upon the issuance of or modification or
amendment to any Letter of Credit, each Issuing Lender shall promptly notify the
Borrower and the Administrative Agent, in writing of such issuance, modification
or amendment and such notice shall be accompanied by a copy of such Letter of
Credit or the respective modification or amendment thereto, as the case may
be.  Promptly after receipt of such notice the Administrative Agent
shall notify the Participants, in writing, of such issuance, modification or
amendment.  Notwithstanding anything to the contrary contained in this
Agreement, in the event that a Lender Default exists, no Issuing Lender shall be
required to issue any Letter of Credit unless such Issuing Lender has entered
into arrangements satisfactory to it and the Borrower to eliminate such Issuing
Lender’s risk with respect to the participation in Letters of Credit by the
Defaulting Lender or Lenders, including by cash collateralizing such Defaulting
Lender’s or Lenders’ Percentage of the Letter of Credit
Outstandings.

    


    (c)           The
initial Stated Amount of each Letter of Credit shall not be less than $100,000
or such lesser amount as is acceptable to the respective Issuing
Lender.

    


    3.04  Letter of Credit
Participations.  (a)  Immediately
upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing
Lender shall be deemed to have sold and transferred to each Lender, and each
such Lender (in its capacity under this Section 3.04, a “Participant”) shall
be deemed irrevocably and unconditionally to have purchased and received from
such Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant’s Percentage, in such Letter of
Credit, each drawing or payment made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto.  Upon any change in the Revolving Loan
Commitments or Percentages of the Lenders pursuant to Section 2.13 or 14.04(b),
it is hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 3.04 to reflect the new Percentages of
the assignor and assignee Lender, as the case may be.



    
      
         


      

      
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    (b)           In
determining whether to pay under any Letter of Credit, no Issuing Lender shall
have any obligation relative to the other Lenders other than to confirm that any
documents required to be delivered under such Letter of Credit appear to have
been delivered and that they appear to substantially comply on their face with
the requirements of such Letter of Credit.  Any action taken or
omitted to be taken by an Issuing Lender under or in connection with any Letter
of Credit issued by it shall not create for such Issuing Lender any resulting
liability to the Borrower, any other Credit Party, any Lender or any other
Person unless such action is taken or omitted to be taken with gross negligence
or willful misconduct on the part of such Issuing Lender (as determined by a
court of competent jurisdiction in a final and non-appealable
decision).

    


    (c)           In
the event that any Issuing Lender makes any payment under any Letter of Credit
issued by it and the Borrower shall not have reimbursed such amount in full to
such Issuing Lender pursuant to Section 3.05(a), such Issuing Lender shall
promptly notify the Administrative Agent, which shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to such Issuing Lender the amount of such Participant’s
Percentage of such unreimbursed payment in Dollars and in same day
funds.  If the Administrative Agent so notifies, prior to 11:00 a.m.
(New York time) on any Business Day, any Participant required to fund a payment
under a Letter of Credit, such Participant shall make available to the
respective Issuing Lender in Dollars such Participant’s Percentage of the amount
of such payment on such Business Day in same day funds.  If and to the
extent such Participant shall not have so made its Percentage of the amount of
such payment available to the respective Issuing Lender, such Participant agrees
to pay to such Issuing Lender, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to such Issuing Lender at the overnight Federal Funds Rate for the first three
days and at the Eurodollar Rate for such interest periods as selected by the
Administrative Agent, as in effect from time to time, plus the Applicable Margin
as in effect from time to time for each day thereafter.  The failure
of any Participant to make available to an Issuing Lender its Percentage of any
payment under any Letter of Credit issued by such Issuing Lender shall not
relieve any other Participant of its obligation hereunder to make available to
such Issuing Lender its Percentage of any payment under any Letter of Credit on
the date required, as specified above, but no Participant shall be responsible
for the failure of any other Participant to make available to such Issuing
Lender such other Participant’s Percentage of any such payment.

    


    (d)           Whenever
an Issuing Lender receives a payment of a reimbursement obligation as to which
it has received any payments from the Participants pursuant to clause (c) above,
such Issuing Lender shall pay to each such Participant which has paid its
Percentage thereof, in Dollars and in same day funds, an amount equal to such
Participant’s share (based upon the proportionate aggregate amount originally
funded by such Participant to the aggregate amount funded by all Participants)
of the principal amount of such reimbursement obligation and interest thereon
accruing after the purchase of the respective
participations.



    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    (e)           Upon
the request of any Participant, each Issuing Lender shall furnish to such
Participant copies of any Letter of Credit issued by it and such other
documentation as may reasonably be requested by such Participant.

    


    (f)           The
obligations of the Participants to make payments to each Issuing Lender with
respect to Letters of Credit shall be irrevocable and not subject to any
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

    


    (i)           
any lack of validity or enforceability of this Agreement or any of the other
Credit Documents;

    


    (ii)           the
existence of any claim, setoff, defense or other right which the Borrower or any
of its Subsidiaries may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom any
such transferee may be acting), the Administrative Agent, any Participant, or
any other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated herein or any unrelated transactions
(including any underlying transaction between the Borrower or any Subsidiary of
the Borrower and the beneficiary named in any such Letter of
Credit);

    


    (iii)           any
draft, certificate or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

    


    (iv)           the
surrender or impairment of any security for the performance or observance of any
of the terms of any of the Credit Documents; or

    


    (v)           the
occurrence of any Default or Event of Default.

    


    3.05  Agreement to Repay Letter of
Credit Drawings.  (a)  The
Borrower agrees to reimburse each Issuing Lender, by making payment to the
Administrative Agent in immediately available funds at the Payment Office, for
any payment or disbursement made by such Issuing Lender under any Letter of
Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid Drawing”), not
later than one Business Day following receipt by the Borrower of notice of such
payment or disbursement (provided that no such
notice shall be required to be given if a Default or an Event of Default under
Section 11.05 shall have occurred and be continuing, in which case the Unpaid
Drawing shall be due and payable immediately without presentment, demand,
protest or notice of any kind (all of which are hereby waived by the Borrower)),
with interest on the amount so paid or disbursed by such Issuing Lender, to the
extent not reimbursed prior to 12:00 Noon (New York time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
excluding the date such Issuing Lender was reimbursed by the Borrower therefor
at a rate per annum equal to the rate for Eurodollar Loans with a one month
Interest Period, as in effect from time to time, plus the Applicable Margin;
provided, however, to the
extent such amounts are not reimbursed (pursuant to the Borrowing pursuant to
clause (b) below or otherwise) prior to 12:00 Noon (New York time) on the third
Business Day following the receipt by the Borrower of notice of such payment or
disbursement or following the occurrence of a Default or an Event of Default
under Section 11.05, interest shall thereafter accrue on the amounts so paid or
disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a
rate per annum equal to the rate for Eurodollar Loans with a one month Interest
Period  in effect from time to time plus the Applicable Margin plus
2%, with such interest to be payable on demand.  Each Issuing Lender
shall give the Borrower prompt written notice of each Drawing under any Letter
of Credit issued by it, provided that the
failure to give any such notice shall in no way affect, impair or diminish the
Borrower’s obligations hereunder.  Upon a written notice from the
Administrative Agent, each Lender agrees to make Revolving Loans to the Borrower
in an amount equal to its Percentage of an Unpaid Drawing the proceeds of which
shall be applied to the repayment of such Unpaid Drawing whether or not the
conditions set forth in Section 7 are satisfied at such time.  The
Revolving Loans made pursuant to the immediately succeeding sentence shall
initially be Eurodollar Loans with a one month Interest
Period.



    
      
         


      

      
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    (b)           If
the Borrower fails to reimburse the Issuing Lender pursuant to the terms of
clause (a) above, the Issuing Lender shall notify the Administrative Agent and
the Administrative Agent shall notify each Lender of the applicable Unpaid
Drawing, the payment then due from the Borrower in respect thereof and such
Lender’s Percentage thereof.  Each Lender shall pay by wire transfer
of immediately available funds to the Administrative Agent at the Payment Office
not later than 2:00 p.m., New York time, on such date (or, if such Lender shall
have received such notice later than 12:00 noon, New York time, on any day, not
later than 11:00 a.m., New York time, on the immediately following Business
Day), an amount equal to such Lender’s Percentage of the Unpaid Drawing whether
or not the conditions precedent set forth in Section 7 have been satisfied at
such time.  Such Revolving Loans shall initially be maintained as
Eurodollar Loans with a one month Interest Period and the Administrative Agent
shall promptly pay the proceeds thereof to the Issuing Lender to reimburse and
satisfy such Unpaid Drawing.  The Administrative Agent will promptly
pay to the Issuing Bank any amounts received by it from the Borrower pursuant to
the above paragraph prior to the time that any Lender makes any Revolving Loan
pursuant to the terms of this Section and any such amounts received by the
Administrative Agent from the Borrower thereafter will be promptly remitted by
the Administrative Agent to the Lenders that shall have made such payments and
to the Issuing Lender, as appropriate.  The Revolving Loans made
pursuant to this Section 3.05(b) shall initially be Eurodollar Loans with a one
month Interest Period.

    


    (c)           The
obligations of the Borrower under this Section 3.05 to reimburse each Issuing
Lender with respect to drafts, demands and other presentations for payment under
Letters of Credit issued by it (each a “Drawing”) (including,
in each case, interest thereon) shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against any Lender (including in
its capacity as an Issuing Lender or as a Participant), including, without
limitation, any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing; provided, however, the Borrower
shall be obligated to reimburse any Issuing Lender for any wrongful payment made
by such Issuing Lender under a Letter of Credit issued by it as a result of acts
or omissions constituting willful misconduct or gross negligence on the part of
such Issuing Lender (as determined by a court of competent jurisdiction in a
final and non-appealable decision).



    
      
         


      

      
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    3.06  Increased
Costs.  If
at any time after the Original Effective Date, the introduction or effectiveness
of or any change in any applicable law, rule, regulation, order, guideline or
request or in the interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by any Issuing Lender or any Participant with any request or
directive by any such governmental authority (whether or not having the force of
law), shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against letters of credit issued by any
Issuing Lender or participated in by any Participant, or (ii) impose on any
Issuing Lender or any Participant any other conditions relating, directly or
indirectly, to this Agreement or any Letter of Credit; and the result of any of
the foregoing is to increase the cost to any Issuing Lender or any Participant
of issuing, maintaining or participating in any Letter of Credit, or reduce the
amount of any sum received or receivable by any Issuing Lender or any
Participant hereunder or reduce the rate of return on its capital with respect
to Letters of Credit (except for the imposition of, or any change in, the rate
of any Excluded Tax), then, upon the delivery of the certificate referred to
below to the Borrower by any Issuing Lender or any Participant (a copy of which
certificate shall be sent by such Issuing Lender or such Participant to the
Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such
Participant such additional amount or amounts as will compensate such Issuing
Lender or such Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital.  Any
Issuing Lender or any Participant, upon determining that any additional amounts
will be payable pursuant to this Section 3.06, will give prompt written notice
thereof to the Borrower, which notice shall include a certificate submitted to
the Borrower by such Issuing Lender or such Participant (a copy of which
certificate shall be sent by the Issuing Lender or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate such
Issuing Lender or such Participant.  The certificate required to be
delivered pursuant to this Section 3.06 shall, absent manifest error, be final
and conclusive and binding on the Borrower.

    


    SECTION
4.  Commitment Commission;
Reductions of Commitment.

     

    4.01  Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for distribution to each
Non-Defaulting Lender, a commitment commission (the “Commitment
Commission”) for the period from and including the Original Effective
Date to and including the Maturity Date (or such earlier date on which the Total
Commitment has been terminated), computed at a rate per annum equal to 40% of
the Applicable Margin then in effect on the daily undrawn portion of the Total
Commitment.  Accrued Commitment Commission shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the Maturity Date (or
such earlier date upon which the Total Commitment is terminated).

    


    (b)           The
Borrower agrees to pay to the Administrative Agent for distribution to each
Lender (based on each such Lender’s respective Percentage), a fee in respect of
each Letter of Credit (the “Letter of Credit
Fee”) for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin
then in effect  for Eurodollar Loans from time to time on the daily
Stated Amount of each such Letter of Credit after giving effect to any amounts
drawn and unreimbursed thereunder.  Accrued Letter of Credit Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the Maturity Date (or such earlier date upon which the Total Commitment is
terminated).



    
      
         


      

      
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    (c)           The
Borrower agrees to pay directly to each Issuing Lender, for its own account, a
facing fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to 1/4 of 1% on the daily Stated Amount of
such Letter of Credit (after giving effect to any amounts drawn and unreimbursed
thereunder), provided that in any
event the minimum amount of Facing Fees payable in any twelve-month period for
each Letter of Credit shall be not less than $500; it being agreed that, on the
day of issuance of any Letter of Credit and on each anniversary thereof prior to
the termination or expiration of such Letter of Credit, if $500 will exceed the
amount of Facing Fees that will accrue with respect to such Letter of Credit for
the immediately succeeding twelve-month period, the full $500 shall be payable
on the date of issuance of such Letter of Credit and on each such anniversary
thereof.  Except as otherwise provided in the proviso to the
immediately preceding sentence, accrued Facing Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and upon the first day on or
after the termination of the Total Commitment upon which no Letters of Credit
remain outstanding.

    


    (d)           The
Borrower agrees to pay to each Issuing Lender, for its own account, upon each
payment under, issuance of, or amendment to, any Letter of Credit issued by it,
such amount as shall at the time of such event be the administrative charge and
the reasonable expenses which such Issuing Lender is generally imposing in
connection with such occurrence with respect to letters of credit.

    


    (e)           The
Borrower agrees to pay to the Administrative Agent such fees as may be agreed to
in writing from time to time by Borrower and/or the Administrative
Agent.

    


    (f)           The
Commitment Commission, Letter of Credit Fee, the Facing Fee and any other fees
shall be based on a 360-day year and actual days elapsed.

    


    4.02  Voluntary Termination of
Unutilized Commitments.  (a)  Upon
at least three Business Day’s prior notice to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), the Borrower shall have the right, at any time or from
time to time, without premium or penalty, to terminate the Total Unutilized
Revolving Loan Commitment, in whole or in part, pursuant to this Section
4.02(a), in integral multiples of $1,000,000 in the case of partial reductions
thereto, provided that each
such reduction shall apply proportionately to permanently reduce the Revolving
Loan Commitment of each Lender.

    


    (b)           In
the event of certain refusals by a Lender as provided in Section 14.12(b) to
consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Lenders, the
Borrower may, subject to the requirements of Section 14.12(b) and upon five
Business Days’ written notice to the Administrative Agent at the Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), terminate the Revolving Loan Commitment of such Lender so long as all
Revolving Loans, together with accrued and unpaid interest, Fees and all other
amounts, owing to such Lender (including all amounts, if any, owing pursuant to
Section 2.11) are repaid concurrently with the effectiveness of such termination
pursuant to Section 5.01(b) (at which time Schedule I shall be
deemed modified to reflect such changed amounts) and such Lender’s Percentage of
all outstanding Letters of Credit is cash collateralized in a manner reasonably
satisfactory to the Administrative Agent and the respective Issuing Lender(s),
and at such time such Lender shall no longer constitute a “Lender” for purposes
of this Agreement, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 2.10, 2.11, 3.06, 5.04, 12.06
and 14.01), which shall survive as to such repaid Lender.



    
      
         


      

      
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    4.03  Mandatory Reduction of
Commitments.  (a)  [Intentionally
Omitted].

    


    (b)           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.

    


    (c)           In
addition to any other mandatory commitment reductions pursuant to this Section
4.03, the Total Commitment shall be reduced to (i) $40,000,000 on the first
anniversary of the Original Effective Date and (ii) $30,000,000 on the second
anniversary of the Original Effective Date.

    


    (d)           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 involving a Mortgaged Vessel
(other than a Collateral Disposition constituting an Event of Loss) 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 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 reduced in an amount equal to the then outstanding principal amount of
the Total Commitment multiplied by a fraction, the numerator of which is the
Appraised Value (determined on the basis of the most recently obtained
Appraisals) of such Mortgaged Vessel subject to such Collateral Disposition and
the denominator of which is the Aggregate Appraised Value (determined on the
basis of the most recently obtained Appraisals) of all Mortgaged Vessels owned
by the Borrower and the Guarantors at such time.

    


    (e)           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.

    


    SECTION
5.  Prepayments; Payments;
Taxes.

     

    5.01  Voluntary
Prepayments.  (a)  The
Borrower shall have the right to prepay the Revolving Loans, without premium or
penalty, in whole or in part at any time and from time to time on the following
terms and conditions:



    
      
         


      

      
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    (i)          
 the Borrower shall give the Administrative Agent prior to 12:00 Noon (New
York time) at the Notice Office at least three Business Days’ prior written
notice (or telephonic notice promptly confirmed in writing) of its intent to
prepay such Revolving Loans, the amount of such prepayment and the specific
Borrowing or Borrowings pursuant to which such Revolving Loans were made, and
which notice the Administrative Agent shall promptly transmit to each of the
Lenders;

    


    (ii)           each
prepayment shall be in an aggregate principal amount of at least $1,000,000 (or
such lesser amount as is reasonably acceptable to the Administrative Agent),
provided that
no partial prepayment of Revolving Loans made pursuant to any Borrowing shall
reduce the outstanding Revolving Loans made pursuant to such Borrowing to an
amount less than $1,000,000;

    


    (iii)           at
the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01 on
any date other than the last day of the Interest Period applicable thereto, the
Borrower shall pay the amounts required to be paid pursuant to Section 2.11;
and

    


    (iv)           each
prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans
made pursuant to a Borrowing shall be applied pro rata among such
Revolving Loans, provided that at the
Borrower’s election in connection with any prepayment of Revolving Loans
pursuant to this Section 5.01(a), such prepayment shall not, so long as no
Default or Event of Default then exists, be applied to any Revolving Loan of a
Defaulting Lender.

    


    (b)           In
the event of a refusal by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders as (and to the extent) provided in Section
14.12(b), the Borrower may, upon five Business Days’ prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), repay all Revolving Loans of
such Lender (including all amounts, if any, owing pursuant to Section 2.11),
together with accrued and unpaid interest, Fees and all other amounts then owing
to such Lender in accordance with, and subject to the requirements of, said
Section 14.12(b), so long as (A) the Revolving Loan Commitment of such Lender is
terminated concurrently with such prepayment (at which time Schedule I shall be
deemed modified to reflect the changed Revolving Loan Commitments), (B) such
Lender’s Percentage of all outstanding Letters of Credit is cash collateralized
in a manner reasonably satisfactory to the Administrative Agent and the
respective Issuing Lender(s), and (C) the consents, if any, required under
Section 14.12(b) in connection with the prepayment pursuant to this clause (b)
have been obtained.

    


    5.02  Mandatory
Repayments.  (a)  On
any day on which the sum of (I) the aggregate outstanding principal amount of
all Revolving Loans (after giving effect to all other repayments thereof on such
date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds
the Total Commitment at such time, the Borrower shall repay on such date the
principal of Revolving Loans in an amount equal to such excess.  If,
after giving effect to the repayment of all outstanding Revolving Loans, the
aggregate amount of the Letter of Credit Outstandings exceeds the Total
Commitment at such time, the Borrower shall pay to the Administrative Agent at
the Payment Office on such day an amount of cash and/or Cash Equivalents equal
to the amount of such excess (up to a maximum amount equal to the Letter of
Credit Outstandings at such time), such cash and/or Cash Equivalents to be held
as security for all obligations of the Borrower to the Issuing Lenders and the
Lenders hereunder in a cash collateral account to be established by the
Administrative Agent (until such time as the aggregate amount of Letter of
Credit Outstandings no longer exceeds the Total Commitment, at which time such
cash and/or Cash Equivalents shall be returned to the Borrower in the manner it
so directs).



    
      
         


      

      
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    (b)           With
respect to each repayment of Revolving Loans required by this Section 5.02, the
Borrower may designate the specific Borrowing or Borrowings pursuant to which
such Revolving Loans were made, provided that (i)
repayments of Eurodollar Loans pursuant to this Section 5.02 may only be made on
the last day of an Interest Period applicable thereto unless all Revolving Loans
with Interest Periods ending on such date of required repayment have been paid
in full and (ii) each repayment of any Revolving Loans comprising a Borrowing
shall be applied pro rata among such
Revolving Loans.  In the absence of a designation by the Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

    


    (c)           Notwithstanding
anything to the contrary contained elsewhere in this Agreement, all then
outstanding Revolving Loans shall be repaid in full on the Maturity
Date.

    


    5.03  Method and Place of
Payment.  Except
as otherwise specifically provided herein, (i) all Obligations under this
Agreement and under any Revolving Note shall be the obligation of the Borrower
and (ii) all payments under this Agreement and under any Revolving Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office.  Any payments under this Agreement or under any Revolving Note
which are made later than 12:00 Noon (New York time) on any day shall be deemed
to have been made on the next succeeding Business Day.  Whenever any
payment to be made hereunder or under any Revolving Note shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such
extension.

    


    5.04  Net Payments;
Taxes.  (a)  All
payments made by any Credit Party hereunder or under any other Credit Document
will be made without setoff, counterclaim or other defense.  Except as
provided in Section 5.04(b), all such payments will be made free and clear of,
and without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding, with
respect to the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder,
(a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed (in lieu of net income taxes), by the
jurisdiction (or any political subdivision or taxing authority thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction in which the principle
office or applicable lending office of the Administrative Agent or the Lender,
as the case may be, is located , and (iii) in the case of a Foreign Lender, any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender designates a new lending office or is attributable to
such Foreign Lender’s failure to comply with Section 5.04(b), except to the
extent that such Foreign Lender was entitled at the time of the designation of
the new lending office to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 5.04(a) (collectively, the
“Excluded
Taxes”), and all interest, penalties or similar liabilities with respect
to such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as “Taxes”).  If
any Taxes are required to be deducted or withheld, the Borrower agrees to pay
the full amount of such Taxes, and such additional amounts as may be necessary
so that every payment under this Agreement or under any Revolving Note, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in such Revolving Note.  The
Borrower will furnish to the Administrative Agent as soon as practicable after
the date the payment of any Taxes is due pursuant to applicable law certified
copies of tax receipts or other evidence of such payment reasonably acceptable
to the Administrative Agent.  The Borrower agrees to indemnify and
hold harmless each Lender, and reimburse such Lender upon its written request,
for the amount of any Taxes so levied or imposed and paid by such Lender; provided that, no
Lender shall be indemnified for any Taxes hereunder unless such Lender shall
make written demand on the Borrower for reimbursement hereunder no later than
180 days after the earlier of (i) the date on which such Lender makes payment of
such Taxes and (ii) the date on which the relevant jurisdiction or any political
subdivision or taxing authority thereof makes initial written demand upon such
Lender for payment of such Taxes.


    
      
         


      

      
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    (b)           Each
Lender that is not an “exempt recipient” (as such term is defined in Section
1.6049-4(c)(1)(ii) in the United States Treasury Regulations), as reasonably
determined by the Borrower or the Administrative Agent, if requested by the
Borrower or the Administrative Agent, shall deliver such documentation
(including Form W-9) prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.  In
addition, each Foreign Lender agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Original Effective Date (i) two accurate
and complete original signed copies of Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax treaty)
(or successor forms) certifying to such Foreign Lender’s entitlement as of such
date to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Revolving Note, or (ii)
if the Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax treaty)
(or any successor forms) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such
certificate, a “Section 5.04(b)(ii)
Certificate”) and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying to such Foreign Lender’s entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Revolving Note.  In addition, each Foreign Lender agrees that from
time to time after the Original Effective Date, when a lapse in time or change
in circumstances renders the previous certification obsolete or inaccurate in
any material respect, such Foreign Lender will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits
of any income tax treaty), or Form W-8BEN (with respect to the portfolio
interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the
entitlement of such Foreign Lender to a continued exemption from or reduction in
United States withholding tax with respect to payments under this Agreement and
any Revolving Note, or such Foreign Lender shall immediately notify the Borrower
and the Administrative Agent of its inability to deliver any such Form or
Certificate, in which case such Foreign Lender shall not be required to deliver
any such Form or Certificate pursuant to this Section
5.04(b).  Notwithstanding anything to the contrary contained in
Section 5.04(a), but subject to Section 14.04(b) and the immediately succeeding
sentence, (x) the Borrower shall be entitled, to the extent it is required to do
so by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Foreign Lender to
the extent that such Foreign Lender has not provided to the Borrower U.S.
Internal Revenue Service Forms and the Section 5.04(b)(ii) Certificate, as
applicable, that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to Section
5.04(a) to gross-up payments to be made to a Foreign Lender in respect of Taxes
imposed by the United States if (I) such Foreign Lender has not provided to the
Borrower the Internal Revenue Service Forms and the Section 5.04(b)(ii)
Certificate, as applicable, required to be provided to the Borrower pursuant to
this Section 5.04(b) or (II) in the case of a payment, other than interest, to a
Foreign Lender described in clause (ii) above, to the extent that such Forms do
not establish a complete exemption from withholding of such
Taxes.  Notwithstanding anything to the contrary contained in the
preceding sentence or elsewhere in this Section 5.04 and except as set forth in
Section 14.04(b), the Borrower agrees to pay any additional amounts and to
indemnify each Foreign Lender with respect to Taxes in the manner set forth in
Section 5.04(a) in respect of any amounts deducted or withheld by it as
described in the immediately preceding sentence as a result of any changes that
are effective after the Original Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.



    
      
         


      

      
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    (c)           If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 5.04, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender, as the case may be, and without interest
(other than any interest paid by the relevant jurisdiction or any political
subdivision or taxing authority thereof with respect to such refund), provided,
however, that (i) the Administrative Agent or Lender, as the case may be, may
determine, in its sole discretion consistent with the policies of the
Administrative Agent or Lender, as the case may be, whether to seek a refund;
and (ii) the Borrower, upon the request of the Administrative Agent or such
Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant jurisdiction or any
political subdivision or taxing authority thereof) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required
to repay such refund to such jurisdiction or any political subdivision or taxing
authority thereof.  This paragraph shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any
other information that it deems confidential) to the Borrower or any other
Person.



    
      
         


      

      
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    SECTION
6.  Conditions Precedent to the
Original Effective Date.  The
occurrence of the Original Effective Date is subject to the satisfaction of the
following conditions:

    


    6.01  Execution of Agreement;
Revolving Notes.  On
or prior to the Original Effective Date, (i) this Agreement shall have been
executed and delivered as provided in Section 14.10 and (ii) there shall have
been delivered to the Administrative Agent, for the account of each of the
Lenders that has requested same, the appropriate Revolving Notes executed by the
Borrower, in each case in the amount, maturity and as otherwise provided
herein.

    


    6.02  Fees,
etc.  On
the Original Effective Date, the Borrower shall have paid to the Administrative
Agent and the Lenders all costs, fees and expenses (including, without
limitation, reasonable legal fees and expenses of outside legal counsel to the
Administrative Agent) payable to the Administrative Agent and the Lenders to the
extent then due.

    


    6.03  Officer’s
Certificate.  On
the Original Effective Date, the Administrative Agent shall have received a
certificate, dated the Original Effective Date, and signed by the chairman of
the board, the chief executive officer, the president or any vice president of
the Borrower, certifying on behalf of the Borrower that all of the conditions
set forth in Sections 6.07, 6.09 and 7.02 have been satisfied on such
date.

    


    6.04  Opinions of
Counsel.  On
the Original Effective Date, the Administrative Agent shall have received from
Vinson & Elkins L.L.P., counsel to each Credit Party, an opinion addressed
to the Administrative Agent and each of the Lenders and dated the Original
Effective Date covering the matters set forth in Exhibit E and such
other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request.

    


    6.05  Corporate Documents;
Proceedings; etc.  (a)  On
the Original Effective Date, the Administrative Agent shall have received a
certificate from each Credit Party, dated the Original Effective Date, signed by
the chairman of the board, the chief executive officer, the president or any
vice president of each Credit Party, and attested to by the secretary or any
assistant secretary of such Credit Party, in the form of Exhibit F, with
appropriate insertions, together with copies of the Certificate of Incorporation
and By-Laws (or equivalent organizational documents) of such Credit Party and
the resolutions of such Credit Party referred to in such certificate, and each
of the foregoing shall be reasonably acceptable to the Administrative
Agent.

    


    (b)           On
the Original Effective Date, all corporate, limited liability company,
partnership and legal proceedings, and all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other
Credit Documents, shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate, limited liability company and partnership proceedings, governmental
approvals, good standing certificates and bring-down telegrams or facsimiles, if
any, which the Administrative Agent reasonably may have requested in connection
therewith, such documents and papers, where appropriate, to be certified by
proper corporate or governmental authorities.



    
      
         


      

      
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    6.06  [Intentionally
Omitted].

    


    6.07  Adverse Change;
Approvals.  (a)  From
September 30, 2007 through the Original Effective Date, nothing shall have
occurred (and neither the Administrative Agent nor any of the Lenders shall have
become aware of any facts or conditions not previously known to it or them)
which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

    


    (b)           On
or prior to the Original Effective Date, all necessary governmental (domestic
and foreign) and third party approvals and/or consents in connection with the
Transaction and the other transactions contemplated hereby shall have been
obtained and remain in effect, and all applicable waiting periods with respect
thereto shall have expired without any action being taken by any competent
authority which restrains, prevents or imposes materially adverse conditions
upon the consummation of the Transaction or the other transactions contemplated
by the Credit Documents or otherwise referred to herein or
therein.  On the Original Effective Date, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the Transaction or the other
transactions contemplated by the Credit Documents or otherwise referred to
herein or therein.

    


    6.08  Litigation.  On
the Original Effective Date, there shall be no actions, suits, investigations or
proceedings pending or threatened by any entity (private or governmental) (i)
with respect to the Transaction, this Agreement or any other Credit Document or
(ii) which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

    


    6.09  Solvency
Certificate.  On
or before the Original Effective Date, the Administrative Agent shall have
received a solvency certificate from the chief financial officer of the
Borrower, in the form of Exhibit H which shall
be addressed to the Administrative Agent and each of the Lenders and dated the
Original Effective Date, setting forth the conclusion that, after giving effect
to the Transaction and the incurrence of all the financings contemplated hereby,
the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will
not be rendered insolvent by the incurrence of such indebtedness, and will not
be left with unreasonably small capital with which to engage in their respective
businesses and will not have incurred debts beyond their ability to pay such
debts as they mature.

    


    6.10  Financial Statements;
Projections.  On
or prior to the Original Effective Date, the Administrative Agent shall have
received copies of the financial statements and Projections referred to in
Sections 8.05(a) and (d), which historical financial statements and Projections
shall be in form and substance reasonably satisfactory to the Administrative
Agent.



    
      
         


      

      
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    6.11  Original Effective
Date.  The
parties to this agreement acknowledge that the Original Effective Date occurred
on January 31, 2008.

    


    SECTION
7.  Conditions Precedent to All
Credit Events.  The
obligation of each Lender to make Revolving Loans (including Revolving Loans
made on the Original Effective Date), and the obligation of each Issuing Lender
to issue Letters of Credit (including Letters of Credit issued on the Original
Effective Date) is subject, at the time of each such Credit Event (except as
hereinafter indicated), to the satisfaction of the following
conditions:

    


    7.01  [Intentionally
Omitted].

    


    7.02  No Default; Representations
and Warranties.  At
the time of each Credit Event and also after giving effect thereto (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained herein and in each other Credit Document shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

     

    7.03  Notice of
Borrowing.  (a)  Prior
to the making of each Revolving Loan, the Administrative Agent shall have
received the Notice of Borrowing required by Section 2.03.

    


    (b)           Prior
to the issuance of each Letter of Credit, the Administrative Agent and the
respective Issuing Lender shall have received a Letter of Credit Request
pursuant to Section 3.03(a).

    


    The
occurrence of the Original Effective Date and the acceptance of the benefits of
each Credit Event shall constitute a representation and warranty by the Borrower
to the Administrative Agent and each of the Lenders that all the conditions
specified in Section 6 (with respect to Credit Events occurring on the Original
Effective Date) and in this Section 7 (with respect to Credit Events occurring
on or after the Original Effective Date) and applicable to such Credit Event
have been satisfied as of that time.  All of the Revolving Notes,
certificates, legal opinions and other documents and papers referred to in
Section 6 and in this Section 7, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Revolving Notes, in sufficient counterparts for each
of the Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent.

    


    SECTION
8.  Representations, Warranties
and Agreements.  In
order to induce the Lenders to enter into this Agreement and to make the
Revolving Loans and issue and/or participate in the Letters of Credit provided
for herein, the Borrower makes the following representations, warranties and
agreements, in each case after giving effect to the Transaction as consummated
on the Original Effective Date, all of which shall survive the execution and
delivery of this Agreement and the Revolving Notes and the making of the
Revolving Loans and the issuance of the Letters of Credit, with the occurrence
of each Credit Event on or after the Original Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 8 are true and correct in all material respects on and as of the
Original Effective Date and on the date of each such Credit Event (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date):



    
      
         


      

      
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    8.01  Corporate/Limited Liability
Company/Limited Partnership Status.  The
Borrower and each of its Subsidiaries (i) is a duly organized and validly
existing corporation, limited liability company or partnership, as the case may
be, in good standing under the laws of the jurisdiction of its organization,
(ii) has the corporate or other applicable power and authority to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the ownership,
leasing or operation of its property or the conduct of its business requires
such qualifications, except for failures to be so qualified which, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

    


    8.02  Corporate Power and
Authority.  Each
Credit Party has the corporate or other applicable power and authority to
execute, deliver and perform the terms and provisions of each of the Credit
Documents to which it is party and has taken all necessary corporate or other
applicable action to authorize the execution, delivery and performance by it of
each of such Credit Documents.  Each Credit Party has duly executed
and delivered each of the Credit Documents to which it is party, and each of
such Credit Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
generally affecting creditors’ rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

    


    8.03  No
Violation.  Neither
the execution, delivery or performance by any Credit Party of the Credit
Documents to which it is a party, nor compliance by it with the terms and
provisions thereof, (i) will contravene any provision of any law, statute, rule
or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Security Documents) upon any
of the properties or assets any Credit Party pursuant to the terms of any
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other material agreement, contract or instrument, in each case to which any
Credit Party is a party or by which it or any material portion of its property
or assets is bound or to which it may be subject or (iii) will violate any
provision of the certificate or articles of incorporation or by-laws (or
equivalent organizational documents) of any Credit Party.

    


    8.04  Governmental
Approvals.  No
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with (except for those that have otherwise been
obtained or made on or prior to the Amendment and Restatement Effective Date),
or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to be obtained or made by, or on behalf of, any
Credit Party to authorize, or is required to be obtained or made by, or on
behalf of, any Credit Party in connection with, (i) the execution, delivery and
performance of any Credit Document (other than such filings, recordations or
registrations as may be required to perfect a Lien in the Collateral granted
pursuant to the Credit Documents) or (ii) the legality, validity, binding effect
or enforceability of any Credit Document.



    
      
         


      

      
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    8.05  Financial Statements;
Financial Condition; Undisclosed Liabilities; Projections;
etc.  (a)  The
consolidated balance sheet of the Borrower and its Subsidiaries for the
Borrower’s fiscal year ended on December 31, 2006, and the consolidated balance
sheet of the Borrower and its Subsidiaries for the Borrower’s fiscal quarter
ended on September 30, 2007 and (in each case) the related consolidated
statements of income, cash flows and shareholders’ equity of the Borrower and
its Subsidiaries for such fiscal year or fiscal quarter ended on such dates, as
the case may be, copies of which have been furnished to the Administrative Agent
and the Lenders prior to the Original Effective Date, present fairly in all
material respects the consolidated financial position of the Borrower and its
Subsidiaries at the dates of such balance sheets and the consolidated results of
the operations of the Borrower and its Subsidiaries for the periods covered
thereby.  All of the foregoing historical financial statements have
been prepared in accordance with GAAP consistently applied (except, in the case
of the aforementioned quarterly financial statements, for normal year-end audit
adjustments and the absence of footnotes).

    


    (b)           On
and as of the Original Effective Date, and after giving effect to the
Transaction and to all Indebtedness (including the Revolving Loans) being
incurred or assumed and Liens created by the Credit Parties in connection
therewith, the Credit Parties, taken as a whole, are not insolvent and will not
be rendered insolvent by the incurrence of such indebtedness, and will not be
left with unreasonably small capital with which to engage in their respective
businesses and will not have incurred debts beyond their ability to pay such
debts as they mature.

    


    (c)           Except
as fully disclosed in the financial statements referred to in Section 8.05(a),
there were as of the Original Effective Date no liabilities or obligations with
respect to the Borrower or any of its Subsidiaries of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether or not due)
which, either individually or in the aggregate, could reasonably be expected to
be material to the Borrower and its Subsidiaries taken as a whole.  As
of the Original Effective Date, the Credit Parties know of no reasonable basis
for the assertion against it or any of its Subsidiaries of any liability or
obligation of any nature whatsoever that is not fully disclosed in the financial
statements or referred to in Section 8.05(a) which, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse
Effect.

    


    (d)           On
and as of the Original Effective Date, the Projections which have been delivered
to the Administrative Agent and the Lenders prior to the Original Effective Date
have been prepared in good faith and are based on reasonable assumptions, and
there are no statements or conclusions in any of the Projections which are based
upon or include information known to the Borrower to be misleading in any
material respect or which fail to take into account material information known
to the Borrower regarding the matters reported therein; it being recognized by
the Lenders, however, that
projections as to future events are not be viewed as facts and that actual
results during the period or periods covered by the Projections may differ from
the projections results.



    
      
         


      

      
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    (e)           Since
September 30, 2007, no event has occurred or other circumstances arisen that has
had, or could reasonably be expected to have, a Material Adverse
Effect.

    


    8.06  Litigation.  There
are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened (i) with respect to the Transaction or any Credit Document
or (ii) that could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

    


    8.07  True and Complete
Disclosure.  All
factual information (taken as a whole) furnished by or on behalf of the Borrower
in writing to the Administrative Agent or any Lender (including, without
limitation, all information contained in the Credit Documents but excluding all
Projections) for purposes of or in connection with this Agreement, the other
Credit Documents or any transaction contemplated herein or therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on
behalf of the Borrower in writing to the Administrative Agent or any Lender will
be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in any
material respect at such time in light of the circumstances under which such
information was provided.

    


    8.08  Use of Proceeds; Margin
Regulations.  (a)  (i)
All proceeds of all Revolving Loans shall be used (x) to pay fees and expenses
incurred in connection with the Transaction and (y) for the Borrower’s and its
Subsidiaries’ general corporate and working capital purposes and (ii) all
Letters of Credit shall be issued for, and the proceeds of all Drawings under
all Letters of Credit shall be utilized in connection with, the Borrower’s and
its Subsidiaries’ general corporate and working capital purposes (other than for
obligations of the Borrower and its Subsidiaries that arise in connection with
the Senior Notes).

    


    (b)           No
part of any Credit Event (or the proceeds thereof) will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock.  Neither the making of any Revolving Loan
nor the use of the proceeds thereof nor the occurrence of any other Credit Event
will violate or be inconsistent with the provisions of Regulation U or X of the
Board of Governors of the Federal Reserve System.

    


    8.09  Tax Returns and
Payments.  The
Borrower and each of its Subsidiaries have timely filed or caused to be timely
filed with the appropriate taxing authority all returns, statements, forms and
reports for taxes (the “Returns”) required to
be filed by, or with respect to the income, properties or operations of, the
Borrower and/or any of its Subsidiaries.  The Returns accurately
reflect in all material respects all liability for taxes of the Borrower and its
Subsidiaries as a whole for the periods covered thereby.  The Borrower
and each of its Subsidiaries has paid all taxes and assessments payable by it,
other than those that are being contested in good faith and adequately disclosed
and fully provided for on the financial statements of the Borrower and its
Subsidiaries in accordance with GAAP.  There is no action, suit,
proceeding, investigation, audit or claim now pending or, to the best knowledge
of the Borrower or any of its Subsidiaries, threatened by any authority
regarding any taxes relating to the Borrower or any of its Subsidiaries that,
either individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect.  Except as set forth on Schedule XII, neither
the Borrower nor any of its Subsidiaries has entered into an agreement or waiver
or been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations.  Neither the Borrower nor any of its Subsidiaries has
incurred, or will incur, any material tax liability in connection with the
Transaction or any other transactions contemplated hereby (it being understood
that the representation contained in this sentence does not cover any future tax
liabilities of the Borrower or any of its Subsidiaries arising as a result of
the operation of their businesses in the ordinary course of
business).



    
      
         


      

      
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    8.10  Compliance with
ERISA.  (19)  Schedule III sets
forth, as of the Original Effective Date, the name of each Plan and Foreign
Pension Plan.  Neither the Borrower nor any Subsidiary of the Borrower
nor any ERISA Affiliate has ever sponsored, maintained or made any contributions
to or has any liability in respect of any Plan which is subject to Title IV of
ERISA or Section 302 of ERISA or Section 412 of the Code; each Plan has been
maintained and operated in compliance with the provisions of ERISA and, to the
extent applicable, the Code, except as would not reasonably be expected to
result in a Material Adverse Effect, including but not limited to the provisions
thereunder respecting prohibited transactions.  Each Plan (and each
related trust, if any) which is intended to be qualified under Section 401(a) of
the Code has received a favorable determination letter from the IRS to the
effect that it meets the requirements of Sections 401(a) and 501(a) of the Code
covering all tax law changes prior to the Economic Growth and Tax Relief
Reconciliation Act of 2001 or is comprised of a master or prototype plan that
has received a favorable opinion letter from the IRS.  All material
contributions required to be made with respect to a Plan have been timely made
or have been reflected on the most recent consolidated balance sheet filed prior
to the date hereof or accrued in the accounting records of the Borrower and its
Subsidiaries.  Neither the Borrower nor any Subsidiary of the Borrower
nor any ERISA Affiliate has pending, or is considering filing, an application
under the IRS Employee Plans Compliance Resolution System or the Department of
Labor’s Voluntary Fiduciary Correction Program with respect to any
Plan.  No action, suit, proceeding, hearing, audit or investigation
with respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, expected or
threatened.  Except as would not result in a Material Adverse Effect,
each group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) which covers or has covered employees or former
employees of the Borrower, any Subsidiary of the Borrower, or any ERISA
Affiliate has at all times been operated in compliance with the provisions of
Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code. Each
group health plan (as defined in 45 Code of Federal Regulations Section 160.103)
which covers or has covered employees or former employees of the Borrower, any
Subsidiary of the Borrower, or any ERISA Affiliate has at all times been
operated in compliance with the provisions of the Health Insurance Portability
and Accountability Act of 1996 and the regulations promulgated thereunder,
except as would not reasonably be expected to result in a Material Adverse
Effect.  The Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate, as appropriate, may terminate each such Plan at any time (or at any
time subsequent to the expiration of any applicable bargaining agreement) in the
discretion of such Person without liability to any Person other than for
benefits accrued prior to the date of such termination.  The Borrower
and each of its Subsidiaries may cease contributions to or terminate any
employee benefit plan maintained by any of them without incurring any liability
that would result in a Material Adverse Effect.



    
      
         


      

      
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    (b)           Each
Foreign Pension Plan has been maintained in compliance with its terms and with
the requirements of any and all applicable laws, statutes, rules, regulations
and orders, except as would not result in a Material Adverse Effect, and has
been maintained, where required, in good standing with applicable regulatory
authorities.  All material contributions required to be made with
respect to a Foreign Pension Plan have been timely made.  Neither the
Borrower nor any of its Subsidiaries has incurred any obligation in connection
with the termination of, or withdrawal from, any Foreign Pension Plan that would
reasonably be expected to result in a Material Adverse Effect.  The
present value of the accrued benefit liabilities (whether or not vested) under
each Foreign Pension Plan, determined as of the end of the Borrower’s most
recently ended fiscal year on the basis of then current actuarial assumptions,
each of which is reasonable, did not exceed the current value of the assets of
such Foreign Pension Plan allocable to such benefit liabilities by an amount
that could reasonably be expected to have a Material Adverse
Effect.

    


    8.11  The Security
Documents.  Each
of the Security Documents creates in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable fully perfected
first priority security interest in and Lien on all right, title and interest of
the Credit Parties in the Collateral described therein, subject to no other
Liens other than Permitted Liens.  No filings or recordings are
required in order to perfect the security interests created under any Security
Document except for (i) filings or recordings which shall have been made on or
prior to the Amendment and Restatement Effective Date and (ii) filings or
recordings which are to be made in respect of each Collateral Vessel after such
Vessel is acquired pursuant to the Vessel Acquisition Agreements.

    


    8.12  Subsidiaries.  On
the Original Effective Date, the Borrower had no Subsidiaries other than those
Subsidiaries listed on Schedule IV (which
Schedule identifies the correct legal name, direct owner, percentage ownership
and jurisdiction of organization of each such Subsidiary on the Original
Effective Date).

    


    8.13  Compliance with Statutes,
etc.  The
Borrower and each of its Subsidiaries is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including, without limitation,
Environmental Laws), except such noncompliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    8.14  Investment Company
Act.  No
Credit Party is an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
as amended.

    


    8.15  Environmental
Matters.  Except
as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect:

    


    (a)           The
Borrower and each of its Subsidiaries are in compliance with all applicable
Environmental Laws and the requirements of any permits issued under such
Environmental Laws.  There are no pending or, to the knowledge of the
Borrower, threatened Environmental Claims against the Borrower or any of its
Subsidiaries or any vessel or Real Property owned, leased or operated by the
Borrower or any of its Subsidiaries (including any such claim against the
Borrower or any of its Subsidiaries or any vessel or Real Property arising out
of the ownership, lease or operation by the Borrower or any of its Subsidiaries
of any vessel or Real Property formerly owned, leased or operated by the
Borrower or any of its Subsidiaries but no longer owned, leased or operated by
the Borrower or any of its Subsidiaries).  All licenses, permits,
registrations or approvals required for the business of the Borrower and each of
its Subsidiaries under any Environmental Law have been secured and the Borrower
and each of its Subsidiaries is in compliance therewith.  To the
knowledge of the Borrower, there are no facts, circumstances, conditions or
occurrences in respect of any vessel or Real Property currently owned or
operated by the Borrower or any of its Subsidiaries that are reasonably likely
(i) to form the basis of an Environmental Claim against the Parent, any of its
Subsidiaries or any vessel or Real Property owned by the Borrower or any of its
Subsidiaries, or (ii) to cause such vessel or Real Property to be subject to any
restrictions on its ownership, occupancy, use or transferability under any
Environmental Law.



    
      
         


      

      
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    (b)           Hazardous
Materials have not at any time been generated, used, treated or stored on, or
transported to or from, or Released on or from, any vessel or Real Property
owned, leased or operated by the Borrower or any of its Subsidiaries or, to the
knowledge of the Borrower, any property adjoining or adjacent to any Real
Property, by the Borrower or its Subsidiaries during the time the Borrower or
its Subsidiaries owned, lease or operated any vessel or Real Property, in
violation of Environmental Laws.

    


    8.16  Labor
Relations.  Neither
the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice
that, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.  There is (i) no unfair labor practice
complaint pending against the Borrower or any of its Subsidiaries or, to the
Borrower’s knowledge, threatened against any of them before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or, to the Borrower’s or the Borrower’s knowledge,
threatened against any of them, (ii) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the
Borrower’s or the Borrower’s knowledge, threatened against the Borrower or any
of its Subsidiaries and (iii) no union representation proceeding pending with
respect to the employees of the Borrower or any of its Subsidiaries, except
(with respect to the matters specified in clauses (i), (ii) and (iii) above) as
could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

    


    8.17  Patents, Licenses,
Franchises and Formulas.  The
Borrower and each of its Subsidiaries owns, or has the right to use, all
material patents, trademarks, permits, service marks, trade names, copyrights,
licenses, franchises and formulas, and has obtained assignments of all leases
and other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others, except for such
failures and conflicts which could not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

    


    8.18  Indebtedness.  Schedule V sets forth
a list of all Indebtedness (excluding the Obligations, the obligations in
respect of Senior Notes and other items of Indebtedness that are independently
justified under Section 10.04 (other than under clause (iii) thereof)) of the
Borrower and its Subsidiaries as of the Original Effective Date and which is to
remain outstanding after giving effect to the Transaction (the “Existing
Indebtedness”), in each case (other than in the case of loans made by the
Borrower to its Subsidiaries) showing the approximate aggregate principal amount
thereof and the name of the borrower and any other entity which directly or
indirectly guarantees such debt.  On the Original Effective Date, the
Borrower is not the obligor in respect of any Intercompany
Loan.


    
      
         


      

      
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    8.19  Insurance.  Schedule VI sets
forth a list of all insurance maintained by each Credit Party as of the
Amendment and Restatement Effective Date, with the amounts insured (and any
deductibles) set forth therein.

    


    8.20  Properties.  The
Borrower and each of its Subsidiaries have good and marketable title to all
properties owned by them, including all property reflected in the balance sheets
referred to in Section 8.05(a) (except as sold or otherwise disposed of since
the date of such balance sheet in the ordinary course of business or as
permitted by the terms of this Agreement), free and clear of all Liens, other
than Permitted Liens.

    


    8.21  Legal Names; Type of
Organization (and Whether a Registered Organization); Jurisdiction of
Organization; etc.  Schedule VII sets
forth, as of the Amendment and Restatement Effective Date, the legal name of
each Credit Party, the type of organization of each Credit Party, whether or not
each Credit Party is a registered organization, the jurisdiction of organization
of each Credit Party and the organizational identification number (if any) of
the Borrower and each Credit Party.

    


    8.22  Concerning the Mortgaged
Vessels.  The
name (after giving effect to the respective Vessel Acquisition), registered
owner (which shall be a Credit Party after giving effect to such Vessel
Acquisition), official number, and jurisdiction of registration and flag of each
Mortgaged Vessel (after giving effect to such Vessel Acquisition) are set forth
on Schedule XIV
hereto.  At the time of the consummation of the respective Vessel
Acquisition, and thereafter, each Mortgaged Vessel (other than those in lay-up)
is operated in compliance with all applicable law, rules and regulations (except
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect).  Each Mortgaged Vessel is owned by the
Borrower or a Guarantor.

    


    8.23  Citizenship.  The
Borrower and each other Credit Party which owns or operates one or more
Mortgaged Vessels is qualified to own and operate such Mortgaged Vessels under
the laws of Dominica, Mexico or the United States, as may be applicable, or such
other jurisdiction in which any such Mortgaged Vessels are permitted, or will be
permitted, to be flagged in accordance with the terms of the respective Vessel
Mortgages.

    


    8.24  Vessel
Classification.  Each
Mortgaged Vessel is or will be, classified with a classification society listed
on Schedule XV
hereto or another internationally recognized classification society reasonably
acceptable to the Administrative Agent, free of any conditions or
recommendations, other than as permitted, or will be permitted, under the Vessel
Mortgages.



    
      
         


      

      
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    8.25  Vessel
Acquisitions.  At
the time of the consummation thereof, each Vessel Acquisition will have been
consummated in all material respects in accordance with the terms of the
respective Vessel Acquisition Agreements and all applicable laws.  At
the time of consummation of each Vessel Acquisition, all necessary material
consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or
instrumentalities required in order to make or consummate such Vessel
Acquisition will have been obtained, given, filed or taken and are or will be in
full force and effect (or effective judicial relief with respect thereto has
been obtained).  All applicable waiting periods with respect thereto
have or, prior to the time when required, will have, expired without, in all
such cases, any action being taken by any competent authority which restrains,
prevents, or imposes material adverse conditions upon any Vessel
Acquisition.  Additionally, there does not exist any judgment, order
or injunction prohibiting or imposing material adverse conditions upon any
Vessel Acquisition, or the incurrence of any Loan or the performance by the
Borrower or any other Credit Party of their respective obligations under the
respective Credit Documents.  At the time of the consummation thereof,
all actions taken by the Borrower pursuant to or in furtherance of the Vessel
Acquisitions have been taken in all material respects in compliance with the
respective Vessel Acquisition Agreements and all applicable laws.

    


    SECTION
9.  Affirmative
Covenants.  The
Borrower hereby covenants and agrees that on and after the Original Effective
Date and until the Total Commitment has been terminated and no Letters of Credit
or Revolving Notes are outstanding and all Revolving Loans, together with
interest, Fees and all other Obligations (other than indemnities described in
Section 14.13 which are not then due and payable) incurred hereunder and
thereunder, are paid in full:

    


    9.01  Information
Covenants.  The
Borrower will furnish to the Administrative Agent:

    


    (a)           Quarterly Financial
Statements.  Within 45 days after the close of the first three
quarterly accounting periods in each fiscal year of the Borrower, (i) the
consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as at the end of such quarterly accounting period and the related
consolidated and consolidating statements of income and retained earnings and
statement of cash flows for such quarterly accounting period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly accounting
period, in each case setting forth comparative figures for the corresponding
quarterly accounting period in the prior fiscal year and comparable budgeted
figures for such quarterly accounting period as set forth in the respective
budget delivered pursuant to Section 9.01(d), all of which shall be certified by
the chief financial officer of the Borrower that they fairly present in all
material respects in accordance with GAAP the financial condition of the
Borrower and its Subsidiaries as of the dates indicated and the results of their
operations for the periods indicated, subject to normal year-end audit
adjustments and the absence of footnotes, and (ii) management’s discussion and
analysis of the important operational and financial developments during such
quarterly accounting period.

    


    (b)           Annual Financial
Statements.  Within 90 days after the close of each fiscal year
of the Borrower, (i) the consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year and the related
consolidated and consolidating statements of income and retained earnings and
statement of cash flows for such fiscal year setting forth comparative figures
for the preceding fiscal year and certified on an unqualified basis (whether as
to scope of audit, going concern or otherwise) by PricewaterhouseCoopers or
other independent certified public accountants of recognized national standing
reasonably acceptable to the Administrative Agent, and, so long as not contrary
to the then current recommendations of the American Institute of Certified
Public Accountants, accompanied by a report of such accounting firm stating that
in connection with its regular audit of the financial statements of the Borrower
and its Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, no Default or Event of Default relating to
financial or accounting matters has occurred and is continuing has come to the
attention of such accounting firm or, if in the opinion of such accounting firm
such a Default or an Event of Default has occurred and is continuing, a
statement as to the nature and period of existence thereof (it being understood
that such accounting firm shall not be liable directly or indirectly to any
Person for any failure to obtain knowledge of any such violations), and (ii)
management’s discussion and analysis of the important operational and financial
developments during such fiscal year.



    
      
         


      

      
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    (c)           Management
Letters.  Promptly after the Borrower or any of its
Subsidiaries’ receipt thereof, a copy of any “management letter” received from
its certified public accountants and management’s response thereto.

    


    (d)           Budgets.  No
later than 30 days following the first day of each fiscal year of the Borrower
(beginning with the Borrower’s fiscal year commencing on January 1, 2008), (i) a
budget in form reasonably satisfactory to the Administrative Agent (including
budgeted statements of income for the Borrower and its Subsidiaries on a
consolidated basis) for each of the four quarters of such fiscal year prepared
in detail and (ii) projections for such fiscal year and the immediately
succeeding two fiscal years, which shall include key operating assumptions,
EBITDA projections and debt and cost projections.

    


    (e)           Officer’s
Certificates.  At the time of the delivery of the financial
statements provided for in Sections 9.01(a) and (b), a compliance certificate
from the chief financial officer of the Borrower in the form of Exhibit I certifying
on behalf of the Borrower that, to such officer’s knowledge after due inquiry,
no Default or Event of Default has occurred and is continuing or, if any Default
or Event of Default has occurred and is continuing, specifying the nature and
extent thereof, which certificate shall (i) set forth in reasonable detail the
calculations required to establish whether the Credit Parties were in compliance
with the provisions of the Financial Covenants at the end of such fiscal quarter
or year, as the case may be, and (ii) certify that there have been no changes to
any of Schedule
VII and Annex A of the Pledge and Security Agreement, in each case since
the Original Effective Date or, if later, since the date of the most recent
certificate delivered pursuant to this Section 9.01(e), or if there have been
any such changes, a list in reasonable detail of such changes (but, in each case
with respect to this clause (ii), only to the extent that such changes are
required to be reported to the Collateral Agent pursuant to the terms of such
Security Documents) and whether the Credit Parties have otherwise taken all
actions required to be taken by them pursuant to such Security Documents in
connection with any such changes.

    


    (f)           Notice of Default,
Litigation or Event of Loss.  Promptly, and in any event within
three Business Days after the Borrower or any of its Subsidiaries obtains
knowledge thereof, notice of (i) the occurrence of any event which constitutes a
Default or an Event of Default, which notice shall specify the nature thereof,
the period of existence thereof and what action the Borrower proposes to take
with respect thereto, (ii) any litigation or governmental investigation or
proceeding pending or threatened (x) against the Borrower or any of its
Subsidiaries which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or (y) with respect to the
Transaction or any Credit Document, (iii) any event of loss in respect of any
vessel and (iv) any other event, change or circumstance that has had, or could
reasonably be expected to have, a Material Adverse Effect.



    
      
         


      

      
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    (g)           Environmental
Matters.  As soon as possible, and in any event within ten
Business Days after, the Borrower or any of its Subsidiaries obtains knowledge
thereof, written notice of any of the following environmental matters occurring
after the Original Effective Date, except to the extent that such environmental
matters could not, either individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect:

    


    (i)          
 any Environmental Claim pending or threatened in writing against the
Borrower or any of its Subsidiaries or any vessel or Real Property owned,
operated or occupied by the Borrower or any of its Subsidiaries;

    


    (ii)           any
condition or occurrence on or arising from any vessel or Real Property owned,
operated or occupied by the Borrower or any of its Subsidiaries that (a) results
in noncompliance by the Borrower or such Subsidiary with any applicable
Environmental Law or (b) could reasonably be expected to form the basis of an
Environmental Claim in excess of $5,000,000 against the Borrower or any of its
Subsidiaries or any such vessel or Real Property;

    


    (iii)           any
condition or occurrence on any vessel or Real Property owned, operated or
occupied by the Borrower or any of its Subsidiaries that could reasonably be
expected to cause such vessel or Real Property to be subject to any restrictions
on the ownership, occupancy, use or transferability by the Borrower or such
Subsidiary of such vessel or Real Property under any Environmental Law;
and

    


    (iv)           the
taking of any removal or remedial action in response to the actual or alleged
presence of any Hazardous Material on any vessel or Real Property owned,
operated or occupied by the Borrower or any of its Subsidiaries as required by
any Environmental Law or any governmental or other administrative agency; provided that in any
event the Borrower shall deliver to the Administrative Agent all notices
received by the Borrower or any of its Subsidiaries from any government or
governmental agency under, or pursuant to, CERCLA or OPA that identify the
Borrower or any of its Subsidiaries as potentially responsible parties for
remediation costs or otherwise notify the Borrower or any of its Subsidiaries of
potential liability under CERCLA or OPA, as the case may be.

    


    All such
notices shall reasonably describe the nature of the claim, investigation,
condition, occurrence or removal or remedial action and the Borrower’s or such
Subsidiary’s response thereto.  In addition, the Borrower will provide
the Administrative Agent such reasonable additional information as may be
requested by the Administrative Agent or the Required
Lenders.



    
      
         


      

      
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    (h)           Appraisal
Reports.  Together with the balance sheets delivered pursuant
to Section
9.01(b), and at any other time within 30 days of the written request of
the Administrative Agent, Appraisals for each Mortgaged Vessel of recent date in
form and substance and from two Approved Appraisers.  All such
Appraisals shall be conducted by, and made at the expense of, the Borrower (it
being understood that the Administrative Agent may and, at the request of the
Required Lenders, shall, upon notice to the Borrower, obtain such Appraisals and
that the cost of all such Appraisals will be for the account of the Borrower);
provided that
unless an Event of Default has occurred and is continuing, in no event shall the
Borrower be required to pay for Appraisals obtained pursuant to this Section 9.01(h) on
more than once in any single fiscal year of the Borrower, with the cost of any
such reports in excess thereof to be paid by the Lenders on a pro rata
basis.

    


    (i)           Other
Information.  Promptly after the filing or delivery thereof,
copies of any filings and registrations with, and reports to, the SEC by the
Borrower or any of its Subsidiaries and copies of all financial statements,
proxy statements, notices and reports as the Borrower or any of its Subsidiaries
shall send generally to holders of their Capital Stock or of any of its
Indebtedness (including the Senior Notes), in their capacity as such holders (to
the extent not theretofore delivered to the Lenders pursuant to this Agreement)
and, with reasonable promptness, such other information or documents (financial
or otherwise) as the Administrative Agent on its own behalf or on behalf of the
Required Lenders may reasonably request from time to time.

    


    9.02  Books, Records and
Inspections.    The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries, in conformity in all
material respects with GAAP and all requirements of law, shall be made of all
dealings and transactions in relation to its business.  The Borrower
will, and will cause each of its Subsidiaries to, permit officers and designated
representatives of the Administrative Agent and the Lenders as a group to visit
and inspect, under guidance of officers of the Borrower or any of its
Subsidiaries, any of the properties of the Borrower or its Subsidiaries, and to
examine the books of account of the Borrower or such Subsidiaries and discuss
the affairs, finances and accounts of the Borrower or such Subsidiaries with,
and be advised as to the same by, its and their officers and independent
accountants, all upon reasonable advance notice and at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or such
Lender may request; provided that, so
long as no Event of Default has occurred and is continuing, such visits,
inspections and examination shall occur no more frequently that once per
calendar year

    


    9.03  Maintenance of Property;
Insurance.  The
Borrower will, and will cause each of its Subsidiaries to, (i) keep all material
property necessary to its business in good working order and condition (ordinary
wear and tear and loss or damage by casualty or condemnation excepted), (ii)
maintain insurance on the Mortgaged Vessels in at least such amounts and against
at least such risks as are in accordance with normal industry practice for
similarly situated insureds and (iii) furnish to the Administrative Agent, at
the written request of the Administrative Agent or any Lender, a complete
description of the material terms of insurance carried.  In addition
to the requirements of the immediately preceding sentence, the Borrower will at
all times cause insurance of the types described in Schedule XVII
(capitalized terms used therein shall be used as defined in the Vessel
Mortgages) to (x) be maintained (with the same scope of coverage as that
described in Schedule
XVII) at levels which are at least as great as the respective amount
described on Schedule
XVII and (y) comply with the insurance requirements of the Vessel
Mortgages.



    
      
         


      

      
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    9.04  Existence;
Franchises.  The
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence and its material rights, franchises, licenses, permits, copyrights,
trademarks and patents (if any) used in its business; provided, however, that nothing
in this Section 9.04 shall prevent (i) sales or other dispositions of assets,
consolidations, mergers, dissolutions or liquidations by or involving the
Borrower or any of its Subsidiaries which are permitted in accordance with
Section 10.02 or (ii) the withdrawal by the Borrower or any of its Subsidiaries
of its qualification as a foreign corporation, partnership or limited liability
company, as the case may be, in any jurisdiction if such withdrawal could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

    


    9.05  Compliance with Statutes,
etc.  The
Borrower will, and will cause each of its Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls), except such non-compliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    9.06  Compliance with
Environmental Laws.  The
Borrower will, and will cause each of its Subsidiaries to, comply with all
applicable Environmental Laws, except such non-compliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, comply in all material respects with all permits issued pursuant
to Environmental Laws applicable to, or required by, the ownership or use of any
vessel or Real Property now or hereafter owned, operated or occupied by the
Borrower or any of its Subsidiaries (except such non-compliances as could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect), and will pay or cause to be paid all costs and
expenses incurred in connection with maintaining such compliance (except to the
extent being contested in good faith), and will keep or cause to be kept each
such vessel and all such Real Property free and clear of any Liens imposed
pursuant to such Environmental Laws (other than Liens arising from any cost or
other obligation arising under Environmental Law that the Borrower or such
Subsidiary is contesting in good faith).  Neither the Borrower nor any
of its Subsidiaries will generate, use, treat, store, release or dispose of, or
permit the generation, use, treatment, storage, release or disposal of,
Hazardous Materials on any vessel or Real Property now or hereafter owned or
operated or occupied by the Borrower or any of its Subsidiaries, or transport or
permit the transportation of Hazardous Materials to or from any ports, vessels
or Real Properties except in compliance in all material respects with all
applicable Environmental Laws.  The Borrower will, and will cause each
of its Subsidiaries to, maintain insurance on the vessels and Real Properties
owned, leased or operated by it in at least such amounts as are in accordance
with normal industry practice for similarly situated insureds, against losses
from oil spills and other environmental pollution.



    
      
         


      

      
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    9.07  ERISA.  As
soon as possible and, in any event, within ten (10) days after any Credit Party
or any ERISA Affiliate knows or has reason to know of the occurrence of any of
the following, the Borrower will deliver to each of the Lenders a certificate of
the chief financial officer of the Borrower setting forth the full details as to
such occurrence and the action, if any, that such Credit Party or ERISA
Affiliate is required or proposes to take, together with any notices required or
proposed to be given or filed by such Credit Party, the Plan administrator or
such ERISA Affiliate to or with any government agency, or a Plan participant and
any notices received by such Credit Party or ERISA Affiliate from any government
agency, or a Plan participant with respect thereto:  that any material
contribution required to be made with respect to a Plan or Foreign Pension Plan
has not been timely made; or any Credit Party may incur any material liability
pursuant to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) that provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan or any Foreign
Pension Plan, or with respect to a group health plan (as defined in Section
607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal
Regulations Section 160.103) under Section 4980B of the Code and/or the Health
Insurance Portability and Accountability Act of 1996.  Upon request by
the Administrative Agent or any Lender, the Borrower will deliver to the
Administrative Agent or each such Lender, as the case may be, a complete copy of
the annual report (on Internal Revenue Service Form 5500-series) of each Plan
(including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information) required to be filed with the Internal Revenue
Service and all communications received by the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate from the IRS or any other government agency with
respect to each Plan of the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate.  In addition to any certificates or notices delivered
to the Lenders pursuant to the first sentence hereof, copies of any records,
documents or other information required to be furnished to any government
agency, and any notices received by any Credit Party or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan from any government or governmental
agency shall be delivered to the Lenders no later than ten (10) days after the
date such records, documents and/or information has been furnished to any
government agency or such notice has been received by the Borrower, the
Subsidiary or the ERISA Affiliate, as applicable.  Each Credit Party
shall ensure that all Foreign Pension Plans administered by it obtain or retain
(as applicable) registered status under and as required by applicable law and
are administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing would not be
reasonably likely to result in a Material Adverse Effect.

    


    9.08  End of Fiscal Years; Fiscal
Quarters.  The
Borrower will cause (x) each of its, and each of its Subsidiaries’, fiscal years
to end on December 31st of each year and (y) fiscal quarters to end on March 31,
June 30, September 30 and December 31.

    


    9.09  Performance of
Obligations.  The
Borrower will, and will cause each of its Subsidiaries to, perform all of its
obligations under the terms of each mortgage, indenture, security agreement,
loan agreement or credit agreement and each other agreement, contract or
instrument by which it is bound, except such non-performances as could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



    
      
         


      

      
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    9.10  Payment of
Taxes.  The
Borrower will, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, in each case on a
timely basis, and all lawful claims which, if unpaid, might become a Lien or
charge upon any properties of the Borrower and any of its Subsidiaries not
otherwise permitted under Section 10.01; provided that neither
the Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP.

    


    9.11  Additional Security;
Additional Guarantors; Further Assurances.  (a)  Each
Credit Party shall, at any time and from time to time, at the expense of such
Credit Party, promptly execute and deliver all further instruments and
documents, and take all further action, that may be reasonably necessary, or
that the Administrative Agent may reasonably require, to perfect and protect any
Lien granted or purported to be granted under the Security Documents, or to
enable the Collateral Agent to exercise and enforce its rights and remedies with
respect to any Collateral.  Without limiting the generality of the
foregoing, the Borrower will execute and file, or cause to be filed, such
financing or continuation statements under the UCC (or any non-U.S. equivalent
thereto), or amendments thereto, such amendments or supplements to the Vessel
Mortgages (including any amendments required to maintain Liens granted by such
Vessel Mortgages), and such other instruments or notices, as may be reasonably
necessary, or that the Administrative Agent may reasonably require, to protect
and preserve the Liens granted or purported to be granted hereby and by the
other Credit Documents.

    


    (b)           Each
Credit Party hereby authorizes the Collateral Agent to file one or more
financing or continuation statements under the UCC (or any non-U.S. equivalent
thereto), and amendments thereto, relative to all or any part of the Collateral
without the signature of such Credit Party, where permitted by
law.  The Collateral Agent will promptly send such Credit Party a copy
of any financing or continuation statements which it may file without the
signature of such Credit Party and the filing or recordation information with
respect thereto.

    


    (c)           The
Borrower will cause each Subsidiary of the Borrower which owns any direct or
indirect interest in Trico Marine Assets, Inc. or Trico Marine Operators, Inc.
or which owns any direct interest in Trico Marine Cayman, L.P., or any
Collateral Vessel, in each case, promptly following such Subsidiary’s
acquisition of such interest, to execute and deliver a counterpart to the
Guaranty and the Pledge and Security Agreement (or, if requested by the
Administrative Agent, a joinder agreement in respect of the Guaranty and the
Pledge and Security Agreement) and, in connection therewith, promptly execute
and deliver all further instruments, and take all further action, that the
Administrative Agent may reasonably require (including, without limitation, the
provision of officers’ certificates, resolutions, good standing certificates and
opinions of counsel and the use of commercially reasonable efforts to provide
any Refund Guarantee Assignment with respect to any Vessel Acquisition Agreement
(if such Refund Guarantee is obtained after the Amendment and Restatement
Effective Date), in each case to the reasonable satisfaction of the
Administrative Agent.

    


    (d)           To
the extent that a Collateral Vessel is acquired by the Borrower or any
Subsidiary of the Borrower which is not a Credit Party at the time of such
acquisition (and which has not otherwise executed and delivered the documents
described below in this Section 8.11(d)), the
Borrower will cause such Subsidiary (and any Subsidiary which directly owns the
stock of such Subsidiary to the extent not a Credit Party) to execute and
deliver to the Administrative Agent a counterpart of the Pledge and Security
Agreement (including any supplemental agreement required to give effect to such
security interests purported to be created by the Pledge and Security Agreement
under applicable local law), the Subsidiaries Guaranty, Assignment of Earnings,
Assignment of Insurances, Assignment of Charters (if applicable) and the
appropriate Vessel Mortgage, together with all related documentation (including,
without limitation, opinions of counsel, corporate documents and proceedings and
officer’s certificates) as such Subsidiary would have been required to deliver
pursuant to Section
15 of this Agreement had the Borrower or such Subsidiary owned such
Mortgaged Vessel on the Amendment and Restatement Effective
Date.



    
      
         


      

      
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    (e)           In
the event that a Mortgaged Vessel is subject to a charter or other similar
contract or enters into a charter or other similar contract with a term of
twelve (12) months or greater, including any extension option, the relevant
Credit Party will execute and deliver an Assignment of Charters and, to the
extent required, the Borrower will use its commercially reasonable efforts to
cause the relevant counterparty to the charter or other similar contract to
execute and deliver a consent thereto.

    


    (f)           In
the event that the consents to the assignments described in clause (b)(z) of
Section 15.04
are not obtained and delivered on or prior to the Amendment and Restatement
Effective Date, the Borrower shall use its commercially reasonable efforts to
obtain such consents as promptly as practicable following the Amendment and
Restatement Effective Date.

    


    (g)           If
requested by the Administrative Agent, the Borrower shall use commercially
reasonable efforts to cause any manager of a Mortgaged Vessel to deliver a
subordination agreement reasonably satisfactory in form and substance to the
Administrative Agent.

    


    9.12  Use of
Proceeds.  The
Borrower will use Letters of Credit and the proceeds of the Revolving Loans only
as provided in Section 8.08.

    


    9.13  Ownership of Credit
Parties.  (a)
The Borrower shall directly or indirectly own 100% of the Capital Stock or other
equity interests of each other Credit Party.

    


    (b)           The
Borrower shall directly or indirectly own 100% of the Capital Stock or other
equity interests of each Subsidiary which owns a Mortgaged Vessel.

    


    9.14  Flag of Mortgaged Vessels;
Vessel Classifications.  (a)
The Borrower will, and will cause each of its Subsidiaries to, cause each
Mortgaged Vessel to be registered under the laws and flag of (w) Dominica, (x)
Mexico, (y) the United States or (z) any other jurisdiction acceptable to the
Required Lenders.

    


    (b)           The
Borrower will, and will cause each of its Subsidiaries to, insure that the
representation set forth in Section 8.24 is true and correct in all
respects.



    
      
         


      

      
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    9.15  Deposit of
Earnings.  Each
Credit Party will cause the earnings derived from each of the respective
Mortgaged Vessels, to the extent constituting Earnings and Insurance Collateral,
to be deposited by the respective account debtor into one or more of the
accounts maintained for such Credit Party or the Borrower from time to time by
or on behalf of the Administrative Agent and over which the Administrative Agent
shall have a first priority security interest.  Without limiting any
Credit Party’s obligations in respect of this Section 9.15, each
Credit Party agrees that, in the event it receives any earnings constituting
Earnings and Insurance Collateral, or any such earnings are deposited other than
in one of the accounts, it shall promptly deposit all such proceeds into one of
the accounts maintained for such Credit Party or the Borrower from time to time
by or on behalf of the Administrative Agent and over which the Administrative
Agent shall have a first priority security interest.

    


    SECTION
10.  Negative
Covenants.  The
Borrower hereby covenants and agrees that on and after the Original Effective
Date and thereafter for so long as this Agreement is in effect and until the
Total Commitment has been terminated, no Letters of Credit or Revolving Notes
are outstanding and all Revolving Loans, together with interest, Fees and all
other Obligations (other than any indemnities described in Section 14.13 which
are not then due and payable) incurred hereunder and thereunder, are paid in
full:

    


    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;

    


    (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;



    
      
         


      

      
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    (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;

    


    (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;



    
      
         


      

      
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    (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
on assets of Trico Supply AS and the Subsidiaries thereof securing the
obligations of Trico Subsea AS under the Trico Subsea AS Credit
Agreement;

    


    (xiv)         Liens
on assets of Trico Supply AS and the Subsidiaries thereof securing the
obligations of Trico Shipping AS under the Trico Shipping AS Credit
Agreement;

    


    (xv)          Liens
securing the DeepOcean Indebtedness;

    


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

    


    (xvii)        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;

    


    (xviii)       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;

    


    (xix)          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 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); and

    


    (xx)           in
the case of the equity interests in DeepOcean prior to the later of the
completion of the mandatory general offering portion of the DeepOcean
Acquisition and November 1, 2008 (or such later date as may be acceptable to the
Administrative Agent), Liens securing Indebtedness in a principal amount not to
exceed $50,000,000.



    
      
         


      

      
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    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).

    


    10.02  Consolidation, Merger,
Purchase or Sale of Assets, etc.  The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any partnership, joint venture,
or transaction of merger or consolidation, or convey, sell, lease, charter or
otherwise dispose of all or any part of its property or assets, or any of the
Collateral or enter into any sale-leaseback transactions, except
that:

    


    (i)           
The Borrower and each of its Subsidiaries may sell, lease or otherwise dispose
of any Mortgaged Vessel, provided that (A)
such sale is made at fair market value (as determined in accordance with the
Appraisals most recently delivered to the Administrative Agent (or obtained by
the Administrative Agent) pursuant to Section 9.01(h) or
delivered at the time of such sale to the Administrative Agent by the Borrower),
(B) 100% of the consideration in respect of such sale shall consist of cash or
cash equivalents received by the Borrower or the respective Guarantor which
owned such Mortgaged Vessel, on the date of consummation of such sale, (C) the
Total Commitment shall be reduced at the time of such sale to the extent
required pursuant to Section 4.03, and any
prepayments of the Loans required pursuant to Section 4.02(a) as a
consequence of such reduction shall have been made, and (D) the Borrower shall
have delivered to the Administrative Agent an officer’s certificate, certified
by the senior financial officer of the Borrower, demonstrating pro forma compliance
(giving effect to such Collateral Disposition and, in the case of calculations
involving the Appraised Value of Mortgaged Vessels, using valuations consistent
with the Appraisals most recently delivered to the Administrative Agent (or
obtained by the Administrative Agent) pursuant to Section 9.01(h) with
each of the covenants set forth in Sections 10.08
through 10.10,
inclusive, for the most recently ended Test Period (or at the time of such sale,
as applicable) and projected compliance with such covenants for the one year
period following such Collateral Disposition, in each case setting forth the
calculations required to make such determination in reasonable
detail;

    


    (ii)           (x)
Investments by the Borrower and its Subsidiaries shall be permitted in
accordance with Section 10.05 and (y) Capital Expenditures by the Subsidiaries
of the Borrower shall be permitted to the extent not in violation of Section
10.07;

    


    (iii)           the
Subsidiaries of the Borrower may sell any asset, including vessels (and any
related equipment and spare parts), provided that (x) no
Default or Event of Default is then in existence or would result from each such
sale, (y) each such sale is made at least at fair market value (as determined in
good faith by the chief executive officer or the chief financial officer of the
Borrower) and (z) other than in the case of transfers to joint ventures for
purposes of employment of vessels in Mexico or Brazil, 75% of the consideration
in respect of each such sale shall consist of cash or Cash Equivalents received
by the respective Subsidiary of the Borrower which owned such vessel on the date
of consummation of each such sale, provided that for
purposes of the 75% cash or Cash Equivalent consideration requirement in the
foregoing clause (z), (a) the amount of any Indebtedness of the Borrower or any
Subsidiary (as shown on the Borrower’s or such Subsidiary’s most recent balance
sheet or in the notes thereto) that is assumed by the transferee of any such
assets and (b) the amount of any trade-in value applied to the purchase price of
any replacement assets acquired in connection with such sale transfer or
disposition shall be deemed to be cash;



    
      
         


      

      
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    (iv)           any
Subsidiary of the Borrower may lease (as lessee) or license (as licensee) real
or personal property (so long as any such lease or license does not create a
Capitalized Lease Obligation except to the extent permitted by Section
10.04(iv));

    


    (v)           any
Subsidiary of the Borrower may sell or discount, in each case without recourse
and in the ordinary course of business, overdue accounts receivable arising in
the ordinary course of business, but only in connection with the compromise or
collection thereof consistent with customary industry practice (and not as part
of any bulk sale or financing transaction);

    


    (vi)           the
Borrower or any Subsidiary may sell or otherwise transfer all or any part of its
business, properties or assets to the Borrower or any Guarantor, in each case so
long as all actions necessary or desirable to preserve, protect and maintain the
security interest and Lien of the Collateral Agent in any Collateral involved in
any such transaction are taken to the reasonable satisfaction of the Collateral
Agent;

    


    (vii)          any
Subsidiary of the Borrower may merge with and into, or be dissolved or
liquidated into, the Borrower, any Guarantor or any other Subsidiary of the
Borrower, so long as (w) in the case of any such merger, dissolution or
liquidation involving the Borrower, the Borrower is the surviving corporation of
any such merger, dissolution or liquidation, (x) except as provided in preceding
clause (w), in the cases of any such merger, dissolution or liquidation
involving a Guarantor, a Guarantor is the surviving corporation of any such
merger, dissolution or liquidation, (y) in the case of any such merger,
dissolution or liquidation involving Subsidiaries of the Borrower that are not
Credit Parties, a Subsidiary of the Borrower is the surviving corporation of any
such merger, dissolution or liquidation, and (z) in all cases, the security
interests granted to the Collateral Agent for the benefit of the Secured
Creditors pursuant to the Security Documents shall remain in full force and
effect and perfected (to at least the same extent as in effect immediately prior
to such merger, dissolution or liquidation);

    


    (viii)         any
Subsidiary of the Borrower may enter into demise, bareboat, time, voyage and
other charter or lease arrangements pursuant to which any such Subsidiary
charters or leases out a vessel to another Subsidiary of the Borrower or to a
third Person, in each case so long as (w) such arrangements are entered into in
the ordinary course of business, (x) such arrangements do not materially impair
the value of the vessel or vessels subject to such arrangements, (y) the tenor
of any bareboat charter arrangement is less than three years unless otherwise
consented to by the Administrative Agent (such consent not to be unreasonably
withheld) and (z) for any charter arrangement with a term of twelve (12) months
or greater, including any extension option, the Borrower or a Subsidiary of the
Borrower, where applicable, execute and deliver an Assignment of Charters and,
to the extent required, the Borrower shall use its commercially reasonable
efforts to cause the relevant counterparty to the charter or other similar
contract to execute and deliver a consent thereto;



    
      
         


      

      
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    (ix)           any
Foreign Subsidiary of the Borrower that is not a Credit Party may sell or
otherwise transfer all or any part of its business, properties or assets to any
Wholly-Owned Foreign Subsidiary of the Borrower;

    


    (x)       
    any Subsidiary of the Borrower may sell obsolete or
worn-out equipment or materials in the ordinary course of business;

    


    (xi)           any
Subsidiary of the Borrower may enter into sale-leaseback transactions provided that the
aggregate remaining present value outstanding under the leases relating to such
sale-leaseback transactions entered into pursuant to this clause (x) does not
exceed at any one time outstanding $4,000,000; and

    


    (xii)           sales,
transfers, leases or other dispositions of assets by each Credit Party not
otherwise permitted by this Section 10.02; provided that the
aggregate gross proceeds of any or alls assets sold, transferred, leased or
otherwise disposed of in reliance upon this paragraph (xi) shall not exceed
during any fiscal year $5,000,000.

    


    To the
extent the Required Lenders waive the provisions of this Section 10.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
this Section 10.02, such Collateral (unless sold to either Borrower or a
Subsidiary of the Borrower) shall be sold free and clear of the Liens created by
the Security Documents, and the Administrative Agent and Collateral Agent shall
be authorized to take any actions deemed appropriate in order to effect the
foregoing.  Notwithstanding anything to the contrary contained above
in this Section 10.02, in no event shall the Borrower of any of its Subsidiaries
sell, lease or otherwise dispose of assets otherwise permitted under this
Section 10.02 that, in the aggregate, constitute all or any substantial part of
the assets of the Borrower and its Subsidiaries taken as a whole, provided that this
sentence shall not apply to sales, leases and other dispositions otherwise
permitted pursuant to Sections 10.02(v), (vi) and (viii).

    


    10.03  Dividends.  The
Borrower will not, and will not permit any of its Subsidiaries to, authorize,
declare or pay any Dividends with respect to the Borrower or any of its
Subsidiaries, except that:

    


    (i)        
   any Subsidiary of the Borrower may pay cash Dividends to the
Borrower or to any other Wholly-Owned Subsidiary of the Borrower which is a
Credit Party and any Subsidiary of the Borrower which is not a Guarantor also
may pay cash Dividends to a Wholly-Owned Subsidiary of the
Borrower;

    


    (ii)           any
non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its
shareholders generally so long as the Borrower or its respective Subsidiary
which owns the equity interest in the Subsidiary paying such Dividends receives
at least its proportionate share thereof (based upon its relative holding of the
equity interest in such Subsidiary paying such Dividends and taking into account
the relative preferences, if any, of the various classes of equity interests of
such Subsidiary);



    
      
         


      

      
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    (iii)           the
Borrower may pay Dividends on its Qualified Preferred Interests solely through
the issuance of additional shares of its Qualified Preferred Interests but not
in cash; and

    


    (iv)           the
Borrower may pay Dividends, provided that (x) no
Default or Event of Default exists at the time of payment thereof or after
giving effect thereto and (y) the aggregate amount of Dividends paid pursuant to
this clause (iv) shall not exceed an amount equal to 50% of the Consolidated Net
Income of the Borrower for the period commencing on January 1, 2008 and ending
on the last day of the fiscal quarter ended prior to the date of payment for
which financial statements have been provided to the Administrative Agent
pursuant to Section 9.01(a) or (b).

    


    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 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;



    
      
         


      

      
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    (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;

    


    (ix)           (21)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 under the Senior Notes;

    


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



    
      
         


      

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

    


    (xiv)         Indebtedness
of Trico Subsea AS and its Subsidiaries, Trico Supply AS, Trico Subsea Holding
AS and Trico Shipping AS under the Trico Subsea AS Credit Agreement provided that in no
event shall the aggregate principal amount thereof exceed $100,000,000 less the
amount of permanent principal payments thereunder;

    


    (xv)          Indebtedness
of Trico Shipping AS and its Subsidiaries, Trico Supply AS, Trico Subsea Holding
AS and Trico Subsea AS under the Trico Shipping AS Credit Agreement provided that in no
event shall the aggregate principal amount thereof exceed $200,000,000 less the
amount of permanent principal payments thereunder;

    


    (xvi)         the
DeepOcean Indebtedness; and

    


    (xvii)        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.

    


    10.05  Advances, Investments and
Loans.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, lend money or credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other Person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract (each of
the foregoing an “Investment” and,
collectively, “Investments”), except
that the following shall be permitted:

    


    (i)         
   the Subsidiaries of the Borrower may acquire and hold accounts
receivables owing to any of them;

    


    (ii)        
   the Subsidiaries of the Borrower may acquire and hold cash and
Cash Equivalents;

    


    (iii)           the
Borrower and its Subsidiaries may hold the Investments held by them on the
Original Effective Date and described on Schedule X, provided that such
Investments may be renewed or reinvested upon the expiration or maturity
thereof, and provided further that any additional Investments made with respect
thereto shall be permitted only if permitted under the other provisions of this
Section 10.05;

    


    (iv)           the
Subsidiaries of the Borrower may acquire and own investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
suppliers and customers and in good faith settlement of delinquent obligations
of, and other disputes with, customers and suppliers arising in the ordinary
course of business;

    


    (v)           the
Borrower and its Subsidiaries may make loans and advances to their officers,
employees and consultants in the ordinary course of business not to exceed
$500,000 in the aggregate at any time outstanding (calculated without regard to
write-downs or write-offs thereof) and (ii) advances of payroll payments and
expenses to employees in the ordinary course of business;



    
      
         


      

      
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    (vi)           (x)
the Borrower and its Subsidiaries may enter into Interest Rate Protection
Agreements to the extent permitted by Section 10.04(ii) and (y) the Subsidiaries
of the Borrower may enter into and perform their obligations under Other Hedging
Agreements entered into in the ordinary course of business so long as each such
Other Hedging Agreement is non-speculative in nature;

    


    (vii)          (A)
the Borrower and its Subsidiaries may make intercompany loans and advances
between and among one another, (B) Subsidiaries of the Borrower may make
intercompany loans and advances to the Borrower and/or the Guarantors and (C)
Wholly-Owned Subsidiaries of the Borrower that are not Credit Parties may make
intercompany loans and advances between or among one another (collectively
referred to herein as “Intercompany Loans”),
in each case so long as (x) each Intercompany Loan made to a Credit Party is
subject to the provisions of the Intercompany Subordination Agreement (which
Intercompany Subordination Agreement must have been executed by the obligor and
obligee of each such Intercompany Loan), and (y) the aggregate principal amount
of such Intercompany Loans made by the Borrower and the Guarantors to
Subsidiaries of the Borrower which are not Credit Parties shall not exceed at
any one time outstanding the sum of (x) $25,000,000 and (y) the net cash
proceeds received by the Borrower after the Original Effective Date from the
issuance of its common Equity Interests;

    


    (viii)         the
Borrower and its Subsidiaries may incur Contingent Obligations permitted
pursuant to Section 10.04(viii);

    


    (ix)           the
Borrower and its Subsidiaries may hold Investments arising out of non-cash
consideration for the sale of assets permitted by Section
10.02(ii);

    


    (x)           
Investments permitted pursuant to Section 10.04;

    


    (xi)           the
Borrower and its Subsidiaries may acquire equity interests in a Personwhich
immediately after such acquisition and the related transactions becomes
aSubsidiary of the Borrower, provided that (x) no
Default or Event of Default exists at the time thereof or after giving effect
thereto and (y) after giving effect thereto, the Borrower will be in compliance
with the Financial Covenants on a pro forma basis; and

    


    (xii)           so
long as no Default or Event of Default then exists or would result therefrom,
the Subsidiaries of the Borrower may make cash capital contributions and/or
loans to joint ventures and other Subsidiaries of the Borrower that are not
Credit Parties in an aggregate amount not to exceed $10,000,000 in any fiscal
year of the Borrower.

    


    10.06  Transactions with
Affiliates.  The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any transaction or series of related transactions with any Affiliate of the
Borrower or any of its Subsidiaries, other than in the ordinary course of
business and on terms and conditions substantially as favorable to the Borrower
or such Subsidiary as would reasonably be obtained by the Borrower or such
Subsidiary at that time in a comparable arm’s-length transaction with a Person
other than an Affiliate, except that the following in any event shall be
permitted:



    
      
         


      

      
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    (i)          
  Dividends may be paid to the extent provided in Section
10.03;

    


    (ii)          
 loans may be made and other transactions (including the incurrence of
Contingent Obligations) may be entered into by the Borrower and its Subsidiaries
to the extent permitted by Sections 10.02, 10.04 and 10.05;

    


    (iii)           customary
fees may be paid to non-officer directors of the Borrower and its
Subsidiaries;

    


    (iv)           the
Borrower and its Subsidiaries may enter into, and may make payments under,
employment agreements, employee benefits plans, stock option plans,
indemnification provisions and other similar compensatory arrangements
(including arrangements made with respect to bonuses) with officers, employees
and directors of the Borrower and its Subsidiaries in the ordinary course of
business;

    


    (v)           the
Borrower and its Subsidiaries may enter into employment agreements or
arrangements with their respective officers and employees in the ordinary course
of business; and

    


    (vi)           other
transactions existing on the Original Effective Date and set forth on Schedule
XI.

    


    10.07  Maintenance Capital
Expenditures.  The
Borrower will not, and will not permit any of its Subsidiaries to, make any
Maintenance Capital Expenditures, except that the Subsidiaries of the Borrower
may make Maintenance Capital Expenditures in an amount not to exceed $15,000,000
in any fiscal year.

    


    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 to be greater than (x) 4.75:1.00 for any fiscal
quarter ending on or prior to December 31, 2008, (y) 4.50:1.00 for any fiscal
quarter ending after December 31, 2008 and on or prior to December 31, 2009 and
(z) 4.00:1.00 for any fiscal quarter ending after December 31,
2009.

    


    10.09  Consolidated Net
Worth.  The
Borrower will not permit its Consolidated Net Worth on the last day of any
fiscal quarter of the Borrower to be less than (i) 80% of Consolidated Net Worth
on the Original Effective Date plus (ii) 50% of cumulative Consolidated Net
Income (if positive) for the period, commencing on January 1, 2008 and ending on
the last day of such fiscal quarter plus (iii) 100% of the face amount of any
equity interests issued by the Borrower after the Original Effective
Date.

    


    10.10  Free
Liquidity.  The
Borrower shall maintain at all times Free Liquidity of not less than
$5,000,000.


    
      
         


      

      
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    10.11  Limitations on Modifications
of Certificate of Incorporation, By-Laws and Certain Other Agreements,
etc.  The
Borrower will not, and will not permit any of its Subsidiaries to:

    


    (i)          
 amend, modify or change its certificate or articles of incorporation
(including, without limitation, by the filing or modification of any certificate
or articles of designation), certificate of formation, limited liability company
agreement or by-laws (or the equivalent organizational documents), as
applicable, or any agreement entered into by it with respect to its Capital
Stock or other equity interests, or enter into any new agreement with respect to
its Capital Stock or other equity interests, unless such amendment,
modification, change or other action contemplated by this clause (iii) could not
reasonably be expected to be materially adverse to the interests of the
Lenders;

    


    (ii)           amend,
modify or change any provision of the Trico Supply Intercompany Loan
Documentation, except for 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;

    


    (iii)           prepay,
discharge or forgive all or any portion of the Trico Supply Intercompany Loan,
provided that
repayments of the Trico Supply Intercompany Loan shall be permitted if after
giving effect thereto, the remaining principal balance thereof shall equal or
exceed the Total Commitment or

    


    (iv)           amend,
modify, or waive any provision of, any Vessel Acquisition Agreements unless such
waiver or modification is not materially adverse to the interests of the
Lenders.

    


    10.12  Limitations on
Investments.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, lend money or credit or make advances to or purchase or acquire any
stock, obligations or securities of, or any other Equity Interest in, or make
any capital contribu­tion to (each of the foregoing an “Investment” and,
collectively, “Investments”)
DeepOcean or any Subsidiary of DeepOcean except (i) Investments made for the
initial acquisition of shares and any additional acquisition of shares related
to the mandatory general offering portion of the DeepOcean Acquisition and (ii)
after the date on which DeepOcean becomes a wholly-owned Subsidiary of the
Borrower, additional Investments not to exceed $5,000,000 in the
aggregate.

    


    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 Subsea AS Credit Agreement, the
Trico Supply AS Credit Agreement, the DeepOcean Indebtedness, the Trico Marine
Cayman Intercompany Loan, the TMS Intercompany Indebtedness and the Trico Supply
Intercompany Loan Documentation, (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).



    
      
         


      

      
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    10.14  Limitation on Issuance of
Capital Stock.  (a)  The
Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any
preferred stock or other preferred equity interests, other than Qualified
Preferred Interests of the Borrower or (ii) any redeemable common stock or other
redeemable common equity interests other than common stock or other redeemable
common equity interests that is redeemable at the sole option of the Borrower or
such Subsidiary, as the case may be.

    


    (b)           The
Borrower will not permit any of its Subsidiaries to issue any Capital Stock or
other equity interests (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, Capital Stock
or other equity interests, except (i) for transfers and replacements of then
outstanding shares of Capital Stock or other equity interests, (ii) for stock
splits, stock dividends and issuances which do not decrease the percentage
ownership of the Borrower or any Credit Party in any class of the Capital Stock
or other equity interests of such Credit Party, or (iii) to qualify directors to
the extent required by applicable law, (iv) for issuances by newly created or
acquired Subsidiaries in accordance with the terms of this
Agreement.

    


    10.15  Change of Legal Names; Type
of Organization (and whether a Registered Organization); Jurisdiction of
Organization etc.  No
Credit Party will change its legal name, its type of organization, its status as
a registered organization (in the case of a registered organization), its
jurisdiction of organization, its location, or its organizational identification
number (if any), except that any such changes shall be permitted (so long as not
in violation of the applicable requirements of the Security Documents and so
long as same do not involve (x) a registered organization ceasing to constitute
the same, (y) either ceasing to constitute a corporation or (z) changing its
jurisdiction of organization or location from the United States or a State
thereof to a jurisdiction of organization or location, as the case may be,
outside the United States or a State thereof) if (i) it shall have given to the
Collateral Agent not less than 15 days’ prior written notice of each change to
the information listed on Schedule VII (as
adjusted for any subsequent changes thereto previously made in accordance with
this sentence), together with a supplement to Schedule VII which
shall correct all information contained therein for each Credit Party, and (ii)
in connection with the respective such change or changes, it shall have taken
all action reasonably requested by the Collateral Agent to maintain the security
interests of the Collateral Agent in the Collateral intended to be granted
hereby at all times fully perfected and in full force and effect.

    


    10.16  Business.  The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any
business other than any business conducted by the Borrower and its Subsidiaries
on the Original Effective Date and any other business or activities as may be
substantially similar, incidental or related thereto.



    
      
         


      

      
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    10.17  ERISA.  The
Borrower will not and will not, permit any of its Subsidiaries, nor any ERISA
Affiliate, to (i) engage in any “prohibited transaction” within the meaning of
Section 406 of ERISA or Section 4975 of the Code which could result in a
material liability for the Borrower or any of its Subsidiaries; or (ii) sponsor,
maintain, make contributions to or incur liabilities in respect of any Plan
which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of
the Code.

    


    SECTION
11.  Events of
Default.  Upon
the occurrence of any of the following specified events (each an “Event of
Default”):

    
 

    11.01  Payments.  Either
the Borrower shall (i) default in the payment when due of any principal of any
Revolving Loan or any Revolving Note or (ii) default, and such default shall
continue unremedied for more than three Business Days, in the payment when due
of any interest on any Revolving Loan or Revolving Note, or any Fees or any
other amounts owing hereunder or thereunder; or

    


    11.02  Representations,
etc.  Any
representation, warranty or statement made or deemed made by any Credit Party
herein or in any other Credit Document or in any certificate delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

    


    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 Sections
9.01(g), 9.08, 9.11(c), 9.13 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

    


    11.04  Default Under Other
Agreements.  (i)  The
Borrower or any of its Subsidiaries shall default in any payment of any
Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness, the
Trico Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan
Documentation and any other intercompany loans) beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness was
created or (ii) the Borrower or any of its Subsidiaries shall default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness, the
Trico Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan
Documentation and any other intercompany loans) or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity or, provided that it
shall not be a Default or Event of Default under this Section 11.04 unless the
aggregate principal amount of all Indebtedness as described in preceding clauses
(i) through (ii), inclusive, is at least $10,000,000; or



    
      
         


      

      
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    11.05  Bankruptcy,
etc.  The
Borrower or any of its Subsidiaries shall commence a voluntary case concerning
itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or
hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or
an involuntary case is commenced against the Borrower or any of its Subsidiaries
and the petition is not controverted within 10 days after service of summons, or
is not dismissed within 60 days, after commencement of the case; or a custodian
(as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower or any of its Subsidiaries or
the Borrower or any of its Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any of its Subsidiaries or there
is commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

     

    11.06  ERISA.  (a)  A
contribution required to be made with respect to a Plan or a Foreign Pension
Plan is not timely made, or the Borrower or any of its Subsidiaries has incurred
or is reasonably likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans or Foreign Pension Plans, or the Borrower or
any of its Subsidiaries has incurred or is reasonably likely to incur any
liability on account of a group health plan (as defined in Section 607(1) of
ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section
160.103) under Section 4980B of the Code and/or the Health Insurance Portability
and Accountability Act of 1996; (b) there shall result from any such event or
events the imposition of a lien, the granting of a security interest, or a
liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually and/or in the aggregate, in the
opinion of the Required Lenders, has had, or could reasonably be expected to
have, a Material Adverse Effect; or

    


    11.07  Security
Documents.  At
any time after the execution and delivery thereof, any of the Security Documents
shall cease to be in full force and effect, or shall cease in to give the
Collateral Agent for the benefit of the Secured Creditors the Liens, rights,
powers and privileges purported to be created thereby (including, without
limitation, a perfected security interest in, and Lien on, all of the
Collateral), in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (except in connection with Permitted Liens), and
subject to no other Liens (except Permitted Liens); or

    


    11.08  Guaranties.  The
Guaranty or any provision thereof shall cease to be in full force and effect, or
any Guarantor or any Person acting by or on behalf of such Guarantor shall deny
or disaffirm such Guarantor’s obligations under the Guaranty or any Guarantor
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to the Guaranty;
or



    
      
         


      

      
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    11.09  Judgments.  One
or more judgments or decrees shall be entered against the Borrower or any of its
Subsidiaries involving in the aggregate for the Borrower and its Subsidiaries a
liability (not paid or fully covered by a reputable and solvent insurance
company) and such judgments and decrees either shall be final and non-appealable
or shall not be vacated, discharged or stayed or bonded pending appeal for any
period of 60 consecutive days, and the aggregate amount of all such judgments,
to the extent not covered by insurance, equals or exceeds $5,000,000;
or

    


    11.10  Change of
Control.  A
Change of Control shall occur; or

    


    11.11  Trico Subsea AS Credit
Agreement.  An
event of default under and as defined in the Trico Subsea AS Credit Agreement
shall have occurred.

    


    11.12  Trico Shipping AS Credit
Agreement.  An
event of default under and as defined in the Trico Shipping AS Credit Agreement
shall have occurred.

    


    then, and
in any such event, and at any time thereafter, if any Event of Default shall
then be continuing, the Administrative Agent, upon the written request of the
Required Lenders, shall by written notice to the Borrower, take any or all of
the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Revolving Note to enforce its claims
against any Credit Party (provided that, if an
Event of Default specified in Section 11.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent to the Borrower as specified in clauses (i) and (ii) below
shall occur automatically without the giving of any such notice):  (i)
declare the Total Commitment terminated, whereupon all Revolving Loan
Commitments of each Lender shall forthwith terminate immediately and any
Commitment Commission shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Revolving Loans and the Revolving Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; (iv) direct the
Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or
upon the occurrence of Event of Default specified in Section 11.05 with respect
to the Borrower, to pay) to the Collateral Agent at the Payment Office such
additional amount of cash or Cash Equivalents, to be held as security by the
Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of
Credit issued for the account of the Borrower then outstanding; (v) enforce, as
Collateral Agent, all of the Liens and security interests created pursuant to
the Security Documents; and (vi) apply any cash collateral held by the
Administrative Agent pursuant to Section 4.02 to the repayment of the Obligation
in Section 4.02.

    


    SECTION
12.  The Administrative
Agent.



    
      
         


      

      
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    12.01  Appointment.  The
Lenders hereby irrevocably designate and appoint Nordea Bank Finland plc, New
York Branch, as Administrative Agent (for purposes of this Section 12 and
Section 14.01, the term “Administrative Agent”
also shall include Nordea Bank Finland plc, New York Branch (and/or any of its
affiliates) in its capacity as Collateral Agent pursuant to the Security
Documents and in its capacity as Lead Arranger and Book Runner in connection
with this Agreement and the financings contemplated hereby) to act as specified
herein and in the other Credit Documents.  Each Lender hereby
irrevocably authorizes, and each holder of any Revolving Note by the acceptance
of such Revolving Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto.  The Administrative
Agent may perform any of its respective duties hereunder by or through its
officers, directors, agents, employees or affiliates.

    


    12.02  Nature of
Duties.  The
Administrative Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement and in the other Credit
Documents.  Neither the Administrative Agent nor any of its officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by its or their gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in
final and non–appealable decision).  The duties of the Administrative
Agent shall be mechanical and administrative in nature; the Administrative Agent
shall not have by reason of this Agreement or any other Credit Document a
fiduciary relationship in respect of any Lender or the holder of any Revolving
Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose upon the
Administrative Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein.

    


    12.03  Lack of Reliance on the
Administrative Agent.  Independently
and without reliance upon the Administrative Agent, each Lender and the holder
of each Revolving Note, to the extent it deems appropriate, has made and shall
continue to make (i) its own independent investigation of the financial
condition and affairs of the Borrower and its Subsidiaries in connection with
the making and the continuance of the Revolving Loans and the taking or not
taking of any action in connection herewith and (ii) its own appraisal of the
creditworthiness of the Borrower and its Subsidiaries and, except as expressly
provided in this Agreement, the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Revolving Note with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Revolving Loans or at any time or times thereafter.  The
Administrative Agent shall not be responsible to any Lender or the holder of any
Revolving Note for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of the
Borrower and its Subsidiaries or be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Credit Document, or the financial
condition of the Borrower and its Subsidiaries or the existence or possible
existence of any Default or Event of Default.



    
      
         


      

      
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    12.04  Certain Rights of the
Administrative Agent.  If
the Administrative Agent requests instructions from the Required Lenders with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the Administrative Agent shall not incur liability to any Lender by reason
of so refraining.  Without limiting the foregoing, neither any Lender
nor the holder of any Revolving Note shall have any right of action whatsoever
against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

    


    12.05  Reliance.  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other
document or telephone message signed, sent or made by any Person that the
Administrative Agent believed to be the proper Person, and, with respect to all
legal matters pertaining to this Agreement and any other Credit Document and its
duties hereunder and thereunder, upon advice of counsel selected by the
Administrative Agent.

    


    12.06  Indemnification.  To
the extent the Administrative Agent (or any affiliate thereof) is not reimbursed
and indemnified by the Borrower, the Lenders will reimburse and indemnify the
Administrative Agent (and any affiliate thereof), in proportion to their
respective “percentage” as used in determining the Required Lenders determined
as if there were no Defaulting Lenders), for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Administrative Agent (or
any affiliate thereof) in performing its duties hereunder or under any other
Credit Document, or in any way relating to or arising out of this Agreement or
any other Credit Document; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent’s (or such affiliate’s)
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

    


    12.07  The Administrative Agent in
its Individual Capacity.  With
respect to its obligation to make Revolving Loans, or issue or participate in
Letters of Credit, under this Agreement, the Administrative Agent shall have the
rights and powers specified herein for a “Lender” and may exercise the same
rights and powers as though it were not performing the duties specified herein;
and the term “Lender,” “Required Lenders,” “holders of Revolving Notes” or any
similar terms shall, unless the context clearly indicates otherwise, include the
Administrative Agent in its respective individual capacities.  The
Administrative Agent and its affiliates may accept deposits from, lend money to,
and generally engage in any kind of banking, investment banking, trust or other
business with, or provide debt financing, equity capital or other services
(including financial advisory services) to any Credit Party or any Affiliate of
any Credit Party (or any Person engaged in a similar business with any Credit
Party or any Affiliate thereof) as if they were not performing the duties
specified herein, and may accept fees and other consideration from any Credit
Party or any Affiliate of any Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the
Lenders.



    
      
         


      

      
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    12.08  Holders.  The
Administrative Agent may deem and treat the payee of any Revolving Note as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
filed with the Administrative Agent.  Any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Revolving Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Revolving Note or of any Revolving Note or Revolving Notes
issued in exchange therefor.

    


    12.09  Resignation by the
Administrative Agent.  (a)  The
Administrative Agent may resign from the performance of all its respective
functions and duties hereunder and/or under the other Credit Documents at any
time by giving 15 Business Days’ prior written notice to the Lenders and, unless
a Default or an Event of Default under Section 11.05 then exists, the
Borrower.  Any such resignation by an Administrative Agent hereunder
shall also constitute its resignation as an Issuing Lender, in which case the
resigning Administrative Agent (x) shall not be required to issue any further
Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing
Lender with respect to any Letters of Credit issued by it, prior to the date of
such resignation.  Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.

     

    (b)           Upon
any such notice of resignation by the Administrative Agent, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower,
which acceptance shall not be unreasonably withheld or delayed (provided that the
Borrower’s approval shall not be required if an Event of Default then
exists).

    


    (c)           If
a successor Administrative Agent shall not have been so appointed within such 15
Business Day period, the Administrative Agent, with the consent of the Borrower
(which consent shall not be unreasonably withheld or delayed, provided that the
Borrower’s consent shall not be required if an Event of Default then exists),
shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided
above.

    


    (d)           If
no successor Administrative Agent has been appointed pursuant to clause (b) or
(c) above by the 30th Business Day after the date such notice of resignation was
given by the Administrative Agent, the Administrative Agent’s resignation shall
become effective and the Required Lenders shall thereafter perform all the
duties of the Administrative Agent hereunder and/or under any other Credit
Document until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.



    
      
         


      

      
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    12.10  No Other
Duties, Etc   Anything
herein to the contrary notwithstanding, neither the Lead Arranger nor the agents
listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Documents,
except in its capacity, as applicable, as Administrative Agent, a Lender or the
Issuing Lender hereunder.

    


    SECTION
13.  Guaranty.

     

    13.01  Guaranty.  In
order to induce the Administrative Agent, the Issuing Lenders and the Lenders to
enter into this Agreement and to extend credit hereunder, and in recognition of
the direct benefits to be received by the Borrower from the proceeds of the
Revolving Loans and the issuance of the Letters of Credit, the Guarantors hereby
agree with the Guaranteed Creditors as follows:  the Guarantors hereby
and unconditionally and irrevocably guarantee to the Guaranteed Creditors, as
primary obligor and not merely as surety, the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations to the Guaranteed Creditors.  If any or all of
the Guaranteed Obligations becomes due and payable hereunder, the Guarantors,
unconditionally and irrevocably, promise to pay such indebtedness to the
Administrative Agent and/or the other Guaranteed Creditors, or order, on demand,
together with any and all reasonable documented out-of-pocket expenses which may
be incurred by the Administrative Agent and the other Guaranteed Creditors in
collecting any of the Guaranteed Obligations.  If claim is ever made
upon any Guaranteed Creditor for repayment or recovery of any amount or amounts
received in payment or on account of any of the Guaranteed Obligations and any
of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event the Guarantors agree that any
such judgment, decree, order, settlement or compromise shall be binding upon the
Guarantors, notwithstanding any revocation of this Guaranty or other instrument
evidencing any liability of the Borrower, and the Guarantors shall be and remain
liable to the aforesaid payees hereunder for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by any
such payee.

    


    13.02  Bankruptcy.  Additionally,
the Guarantors unconditionally and irrevocably guarantee to the Guaranteed
Creditors the payment of any and all of the Guaranteed Obligations whether or
not due or payable by the Borrower upon the occurrence of any of the events
specified in Section 11.05, and unconditionally, irrevocably, jointly and
severally promises to pay such indebtedness to the Guaranteed Creditors, or
order, on demand.

    


    13.03  Nature of
Liability.  The
liability of the Guarantors hereunder is exclusive and independent of any
security for or other guaranty of the Guaranteed Obligations, whether executed
by the Guarantors, any other guarantor or by any other party, and the liability
of the Guarantors hereunder shall not be affected or impaired by (a) any
direction as to application of payment by the Borrower or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Guaranteed Obligations, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed
Obligations which any such Guaranteed Creditor repays to the Borrower or any
other Subsidiary of the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
the Borrower waives any right to the deferral or modification of its obligations
hereunder by reason of any such proceeding, or (f) any action or inaction of the
type described in Section 13.05.



    
      
         


      

      
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    13.04  Independent
Obligation.  The
obligations of the Guarantors hereunder are independent of the obligations of
any other guarantor, any other party or the Borrower, and a separate action or
actions may be brought and prosecuted against the Guarantors whether or not
action is brought against any other guarantor, any other party or the Borrower
and whether or not any other guarantor, any other party or the Borrower be
joined in any such action or actions.  The Guarantors waive, to the
fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof.  Any
payment by the Borrower or other circumstance which operates to toll any statute
of limitations as to the Borrower shall operate to toll the statute of
limitations as to the Guarantors.

    


    13.05  Authorization.  The
Guarantors authorize the Guaranteed Creditors without notice or demand (except
as shall be required by applicable statute or this Agreement and cannot be
waived), and without affecting or impairing its liability hereunder, from time
to time to:

    


    (a)           in
accordance with the terms and provisions of this Agreement and the other Credit
Documents, change the manner, place or terms of payment of, and/or change or
extend the time of payment of, renew, increase, accelerate or alter, any of the
Guaranteed Obligations (including any increase or decrease in the principal
amount thereof or the rate of interest or fees thereon), any security therefor,
or any liability incurred directly or indirectly in respect thereof, and this
Guaranty made shall apply to such Guaranteed Obligations as so changed,
extended, renewed or altered;

    


    (b)           take
and hold security for the payment of the Guaranteed Obligations and sell,
exchange, release, impair, surrender, realize upon or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any
liabilities (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or any offset thereagainst;

    


    (c)           exercise
or refrain from exercising any rights against the Borrower, any other Credit
Party or others or otherwise act or refrain from acting;

    


    (d)           release
or substitute any one or more endorsers, guarantors, the Borrower, other Credit
Parties or other obligors;

    


    (e)           settle
or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, and may subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Borrower to
its creditors other than the Guaranteed Creditors;



    
      
         


      

      
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    (f)        
   apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Guaranteed Creditors regardless
of what liability or liabilities of the Borrower remain unpaid;

    


    (g)           consent
to or waive any breach of, or any act, omission or default under, this Agreement
or any other Credit Document or any of the instruments or agreements referred to
herein or therein, or, pursuant to the terms of the Credit Documents, otherwise
amend, modify or supplement this Agreement or any other Credit Document or any
of such other instruments or agreements; and/or

    


    (h)           take
any other action which would, under otherwise applicable principles of common
law, give rise to a legal or equitable discharge of the Guarantors from their
liabilities under this Guaranty.

    


    13.06  Reliance.  It
is not necessary for any Guaranteed Creditor to inquire into the capacity or
powers of the Guarantors or any of their Subsidiaries or the officers,
directors, partners or agents acting or purporting to act on their behalf, and
any Guaranteed Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

     

    13.07  Subordination.  Any
indebtedness of the Borrower now or hereafter owing to the Guarantors is hereby
subordinated to the Guaranteed Obligations of the Borrower owing to the
Guaranteed Creditors; and if the Administrative Agent so requests at a time when
an Event of Default exists, all such indebtedness of the Borrower to the
Guarantors shall be collected, enforced and received by the Guarantors for the
benefit of the Guaranteed Creditors and be paid over to the Administrative Agent
on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations,
but without affecting or impairing in any manner the liability of the Guarantors
under the other provisions of this Guaranty.  Prior to the transfer by
the Guarantors of any note or negotiable instrument evidencing any such
indebtedness of the Borrower to the Guarantors, the Guarantors shall mark such
note or negotiable instrument with a legend that the same is subject to this
subordination.  Without limiting the generality of the foregoing, the
Guarantors hereby agree with the Guaranteed Creditors that they will not
exercise any right of subrogation which they may at any time otherwise have as a
result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been paid in
full in cash.  If and to the extent required in order for the
Guaranteed Obligations of any Guarantor to be enforceable under applicable
federal, state and other laws relating to the insolvency of debtors, the maximum
liability of such Guarantor hereunder shall be limited to the greatest amount
which can lawfully be guaranteed by such Guarantor under such laws, after giving
effect to any rights of contribution, reimbursement and subrogation arising
under this Section 13.07.

     

    13.08  Waiver.  (a)  The
Guarantors waive any right (except as shall be required by applicable statute
and cannot be waived) to require any Guaranteed Creditor to (i) proceed against
the Borrower, any other guarantor or any other party, (ii) proceed against or
exhaust any security held from the Borrower, any other guarantor or any other
party or (iii) pursue any other remedy in any Guaranteed Creditor’s power
whatsoever.  The Guarantors waive any defense based on or arising out
of any defense of the Borrower, any other guarantor or any other party, other
than payment in full in cash of the Guaranteed Obligations, based on or arising
out of the disability of the Borrower, any other guarantor or any other party,
or the validity, legality or unenforceability of the Guaranteed Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower other than payment in full in cash of the Guaranteed
Obligations.  The Guaranteed Creditors may, at their election,
foreclose on any security held by the Administrative Agent or any other
Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower, or any other party, or any
security, without affecting or impairing in any way the liability of the
Guarantors hereunder except to the extent the Guaranteed Obligations have been
paid in cash.  The Guarantors waive any defense arising out of any
such election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of the Guarantors against the Borrower, or any other party or any
security.


    
      
         


      

      
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    (b)           The
Guarantors waive all presentments, demands for performance, protests and
notices, including, without limitation, notices of nonperformance, notices of
protest, notices of dishonor, notices of acceptance of this Guaranty, and
notices of the existence, creation or incurring of new or additional Guaranteed
Obligations.  The Guarantors assume all responsibility for being and
keeping themselves informed of the Borrower’s financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks which the
Guarantors assume and incur hereunder, and agree that neither the Administrative
Agent nor any of the other Guaranteed Creditors shall have any duty to advise
the Guarantors of information known to them regarding such circumstances or
risks.

    


    13.09  Payment.  All
payments made by the Guarantors pursuant to this Section 13 shall be made in
Dollars.  All payments made by the Guarantors pursuant to this Section
13 will be made without setoff, counterclaim or other defense.

    


    SECTION
14.  Miscellaneous.

    


    14.01  Payment of Expenses,
etc.  The
Borrower agrees to:  (i) whether or not the transactions herein
contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including, without limitation, the
reasonable fees and disbursements of White & Case LLP and the Administrative
Agent’s local maritime counsel and the Administrative Agent’s consultants) in
connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto, of
the Administrative Agent in connection with its syndication efforts with respect
to this Agreement and of the Administrative Agent and, after the occurrence of
an Event of Default, each of the Issuing Lenders and Lenders in connection with
the enforcement of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein or in connection with
any refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a “work-out” or pursuant to any insolvency or
bankruptcy proceedings (including, in each case without limitation, the
reasonable fees and disbursements of counsel and consultants for the
Administrative Agent and, after the occurrence of an Event of Default, counsel
for each of the Issuing Lenders and Lenders); (ii) pay and hold the
Administrative Agent, each of the Issuing Lenders and each of the Lenders
harmless from and against any and all present and future stamp, documentary,
transfer, sales and use, value added, excise and other similar taxes with
respect to the foregoing matters, the performance of any obligation under this
Agreement or any other Credit Document or any payment thereunder, and save the
Administrative Agent, each of the Issuing Lenders and each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to the
Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and
(iii) indemnify the Administrative Agent, the Collateral Agent, each Issuing
Lender and each Lender, and each of their respective officers, directors,
employees, representatives, agents, affiliates, trustees and investment advisors
from and hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys’ and consultants’ fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not the Administrative Agent, any Issuing Lender or
any Lender is a party thereto and whether or not such investigation, litigation
or other proceeding is brought by or on behalf of any Credit Party) related to
the entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Revolving
Loans hereunder or the consummation of the Transaction or any other transactions
contemplated herein or in any other Credit Document or the exercise of any of
their rights or remedies provided herein or in the other Credit Documents, or
(b) the Release of Hazardous Materials by the Borrower or any of the Borrower’s
Subsidiaries into the air, surface water or groundwater or on the surface or
subsurface of any vessel or Real Property at any time owned, operated or
occupied by the Borrower, or any of the Borrower’s Subsidiaries, the generation,
storage, transportation, handling, disposal or Release of Hazardous Materials by
the Borrower or any of the Borrower’s Subsidiaries at any location, whether or
not owned, leased or operated by the Borrower or any of the Borrower’s
Subsidiaries, the non-compliance of any vessel or Real Property with
Environmental Laws (including applicable permits thereunder) applicable to any
vessel or Real Property, or any Environmental Claim asserted against the
Borrower or any of the Borrower’s Subsidiaries, or any vessel or Real Property
at any time owned, operated or occupied by the Borrower or any of the Borrower’s
Subsidiaries, including, in each case, without limitation, the reasonable fees
and disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision) or caused by the actions or inactions of the Person to
be indemnified.  To the extent that the undertaking to indemnify, pay
or hold harmless the Administrative Agent, any Issuing Lender or any Lender set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, the Borrower shall make the maximum contribution to
the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.



    
      
         


      

      
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    14.02  Right of
Setoff.  In
addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent,
each Issuing Lender and each Lender is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to any Credit Party or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by the
Administrative Agent, such Issuing Lender or such Lender (including, without
limitation, by branches and agencies of the Administrative Agent, such Issuing
Lender or such Lender wherever located) to or for the credit or the account of
the Borrower or any of its Subsidiaries against and on account of the
Obligations and liabilities of the Credit Parties to the Administrative Agent,
such Issuing Lender or such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in
Obligations purchased by such Lender pursuant to Section 14.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not the
Administrative Agent, such Issuing Lender or such Lender shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.



    
      
         


      

      
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    14.03  Notices.  Except
as otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including telegraphic, telex,
telecopier or cable communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered:  if to any Credit Party, at the address specified
opposite its signature below or in the other relevant Credit Documents; if to
any Lender, at its address specified on Schedule II; and if
to the Administrative Agent, at the Notice Office; or, as to any Credit Party or
the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender, at
such other address as shall be designated by such Lender in a written notice to
the Borrower and the Administrative Agent.  All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, or cabled
or sent by overnight courier, be effective when deposited in the mails,
delivered to the telegraph company, cable company or overnight courier as the
case may be, or sent by telex or telecopier, except that notices and
communications to the Administrative Agent shall not be effective until received
by the Administrative Agent.  All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt if delivered by hand
or overnight courier service, sent by telecopier or on the date five Business
Days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 14.03 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 14.03.

    


    14.04  Benefit of Agreement;
Assignments; Participations.

    


    (a)  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; provided, however, that the
Borrower may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of the Lenders, (which shall not be unreasonably withheld or delayed), and, provided further, that, although
any Lender may transfer, assign or grant participations in its rights hereunder,
such Lender shall remain a “Lender” for all purposes hereunder (and may not
transfer or assign all or any portion of its Revolving Loan Commitments
hereunder except as provided in Sections 2.13 and 14.04(b)) and the transferee,
assignee or participant, as the case may be, shall not constitute a “Lender”
hereunder and, provided further, that no
Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or any
other Credit Document except to the extent such amendment or waiver would (i)
extend the final scheduled maturity of any Revolving Loan or Revolving Note or
Letter of Credit (unless such Letter of Credit is not extended beyond the
Maturity Date) in which such participant is participating, or reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof (it being understood that any amendment
or modification to the financial definitions in this Agreement or to Section
14.07(a) shall not constitute a reduction in the rate of interest or Fees
payable hereunder) or increase the amount of the participant’s participation
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
shall not constitute a change in the terms of such participation, and that an
increase in any Revolving Loan Commitment (or the available portion thereof) or
Revolving Loan shall be permitted without the consent of any participant if the
participant’s participation is not increased as a result thereof), (ii) consent
to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (iii) release all or substantially all of
the Collateral under all of the Security Documents (except as expressly provided
in the Credit Documents) supporting the Revolving Loans or Letters of Credit
hereunder in which such participant is participating.  In the case of
any such participation, the participant shall not have any rights under this
Agreement or any of the other Credit Documents (the participant’s rights against
such Lender in respect of such participation to be those set forth in the
agreement executed by such Lender in favor of the participant relating thereto)
and all amounts payable by the Borrower hereunder shall be determined as if such
Lender had not sold such participation.



    
      
         


      

      
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    (b)
Notwithstanding the foregoing, any Lender (or any Lender together with one or
more other Lenders) may (x) assign all or a portion of its Revolving Loan
Commitment and related outstanding Obligations hereunder to (i) (A) its parent
company and/or any affiliate of such other Lender which is at least 50% owned by
such Lender or its parent company or (B) to one or more other Lenders or any
affiliate of any such Lender which is at least 50% owned by such other Lender or
its parent company (provided that any
fund that invests in loans and is managed or advised by the same investment
advisor of another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the purposes
of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed or
advised by the same investment advisor of any Lender or by an Affiliate of such
investment advisor or (iii) to one or more Lenders or (y) assign all, or if less
than all, a portion equal to at least $5.0 million in the aggregate for the
assigning Lender or assigning Lenders, of such Revolving Loan Commitments and
related outstanding Obligations hereunder to one or more Eligible Transferees
(treating any fund that invests in bank loans and any other fund that invests in
bank loans and is managed or advised by the same investment advisor of such fund
or by an Affiliate of such investment advisor as a single Eligible Transferee),
each of which assignees shall become a party to this Agreement as a Lender by
execution of an Assignment and Assumption Agreement, provided that (i) at
such time, Schedule
I shall be deemed modified to reflect the Revolving Loan Commitments
and/or outstanding Revolving Loans, as the case may be, of such new Lender and
of the existing Lenders, (ii) upon the surrender of the relevant Revolving Notes
by the assigning Lender, new Revolving Notes will be issued, at the Borrower’s
expense, to such new Lender and to the assigning Lender upon the request of such
new Lender or assigning Lender, such new Revolving Notes to be in conformity
with the requirements of Section 2.05 (with appropriate modifications) to the
extent needed to reflect the revised Revolving Loan Commitments and/or
outstanding Revolving Loans, as the case may be, (iii) the consent of (x) the
Administrative Agent and each Issuing Lender and (y) so long as no Default or
Event of Default is then in existence, the Borrower shall, in each case, be
required in connection with any such assignment pursuant to clause (y) above
(each of which consents shall not be unreasonably withheld or delayed), (iv) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500 and (v) no such transfer or assignment will be effective until recorded
by the Administrative Agent on the Register pursuant to Section
14.15.  To the extent of any assignment pursuant to this Section
14.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Revolving Loan Commitments and outstanding
Revolving Loans.  At the time of each assignment pursuant to this
Section 14.04(b) to a Person which is not already a Lender hereunder and which
is not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes, the respective assignee Lender
shall, to the extent legally entitled to do so, provide to the Borrower the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
5.04(b)(ii) Certificate described in Section 5.04(b)) to the extent such forms
would provide a complete exemption from or reduction in United States
withholding tax.  In addition, each respective assignee Lender that is
not an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(1)(ii)
in the United States Treasury Regulations), as reasonably determined by the
Borrower or the Administrative Agent, shall deliver such documentation
(including Form W-9) prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such assignee Lender is subject
to backup withholding or information reporting requirements.  To the
extent that an assignment of all or any portion of a Lender’s Revolving Loan
Commitments and related outstanding Obligations pursuant to Section 2.13 or this
Section 14.04(b) would, at the time of such assignment, result in increased
costs under Section 2.10 or 3.06 or additional amounts or indemnification under
Section 5.04 hereof from those being charged by the respective assigning Lender
prior to such assignment, then the Borrower shall not be obligated to pay such
increased costs, additional amounts or indemnification (although the Borrower,
in accordance with and pursuant to the other provisions of this Agreement, shall
be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective
assignment).


    
      
         


      

      
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    (b)           Nothing
in this Agreement shall prevent or prohibit any Lender from pledging its
Revolving Loans and Revolving Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or the Borrower), any Lender which is a fund may pledge
all or any portion of its Revolving Loans and Revolving Notes to its trustee or
to a collateral agent providing credit or credit support to such Lender in
support of its obligations to such trustee, such collateral agent or a holder of
such obligations, as the case may be.  No pledge pursuant to this
clause (c) shall release the transferor Lender from any of its obligations
hereunder.



    
      
         


      

      
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    14.05  No Waiver; Remedies
Cumulative.  No
failure or delay on the part of the Administrative Agent, the Collateral Agent,
any Issuing Lender or any Lender in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
the Borrower or any other Credit Party and the Administrative Agent, the
Collateral Agent, any Issuing Lender or any Lender shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.  The rights, powers and remedies herein or in
any other Credit Document expressly provided are cumulative and not exclusive of
any rights, powers or remedies which the Administrative Agent, the Collateral
Agent, any Issuing Lender or any Lender would otherwise have.  No
notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the Administrative Agent, the Collateral
Agent, any Issuing Lender or any Lender to any other or further action in any
circumstances without notice or demand.

    


    14.06  Payments Pro
Rata.  (a)  Except
as otherwise provided in this Agreement, the Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrower in
respect of any Obligations hereunder, the Administrative Agent shall distribute
such payment to the Lenders entitled thereto (other than any Lender that has
consented in writing to waive its pro rata share of any
such payment) pro rata based upon their
respective shares, if any, of the Obligations with respect to which such payment
was received.

    


    (b)           Each
of the Lenders agrees that, if it should receive any amount hereunder (whether
by voluntary payment, by realization upon security, by the exercise of the right
of setoff or banker’s lien, by counterclaim or cross action, by the enforcement
of any right under the Credit Documents, or otherwise), which is applicable to
the payment of the principal of, or interest on, the Revolving Loans, Unpaid
Drawings, or Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a proportional participation by all the Lenders in such amount;
provided that
if all or any portion of such excess amount is thereafter recovered from such
Lenders, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

    


    (c)           Notwithstanding
anything to the contrary contained herein, the provisions of the preceding
Sections 14.06(a) and (b) shall be subject to the express provisions of this
Agreement which require, or permit, differing payments to be made to
Non-Defaulting Lenders as opposed to Defaulting Lenders.

    


    14.07  Calculations;
Computations.  (a)  The
financial statements to be furnished to the Lenders pursuant hereto shall be
made and prepared in accordance with GAAP in the United States consistently
applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Lenders to
the extent, in each case, permitted by the terms of this Agreement); provided that, except
as otherwise specifically provided herein, all computations of the Applicable
Margin, and all computations and all definitions (including accounting terms)
used in determining compliance with the Financial Covenants, shall utilize
generally accepted accounting principles and policies in conformity with, and
consistent with, those used to prepare the historical audited consolidated
financial statements of the Borrower and its Subsidiaries referred to in Section
8.05(a).



    
      
         


      

      
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    (b)           All
computations of interest, Commitment Commission and other Fees hereunder shall
be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day; except that in the case of
Letter of Credit Fees and Facing Fees, the last day shall be included) occurring
in the period for which such interest, Commitment Commission or other Fees are
payable.

    


    14.08  GOVERNING
LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.  (a)  THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL, EXCEPT AS PROVIDED IN CERTAIN OF THE VESSEL MORTGAGES, BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH PARTY HERETO HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH PARTY
HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK
PERSONAL JURISDICTION OVER SUCH PARTY, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY
LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK
PERSONAL JURISDICTION OVER SUCH PARTY.  EACH PARTY HERETO FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT THE ADDRESS SET
FORTH IN SECTION 14.03, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING.  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY
HERETO.



    
      
         


      

      
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    (b)           EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED
TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

    


    (c)           EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

    


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

    


    14.10  Effectiveness.  This
Agreement shall become effective on the date (the “Amendment and Restatement
Effective Date”) on which (i) the Borrower, the Administrative Agent and
each of the Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and (ii) the conditions set forth in Section 15 are met
to the reasonable satisfaction of the Administrative Agent and the
Lenders.  Unless the Administrative Agent has received actual notice
from any Lender that the conditions contained in Section 15 have not been met to
its reasonable satisfaction, upon the satisfaction of the condition described in
clause (i) of the immediately preceding sentence and upon the Administrative
Agent’s good faith determination that the conditions described in clause (ii) of
the immediately preceding sentence have been met, then the Amendment and
Restatement Effective Date shall have been deemed to have occurred and all
conditions contained in Section 15 shall be deemed satisfied or waived by the
Administrative Agent and each Lender.  The Administrative Agent will
give the Borrower and each Lender prompt written notice of the occurrence of the
Amendment and Restatement Effective Date.

    


    14.11  Headings
Descriptive.  The
headings of the several sections and subsections of this Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.

    


    14.12  Amendment or
Waiver; etc.  (a)  Neither
this Agreement nor any other Credit Document nor any terms hereof or thereof may
be changed, waived, discharged or terminated unless such change, waiver,
discharge or termination is in writing signed by the respective Credit Parties
party hereto or thereto and the Required Lenders (although additional parties
may be added to (and annexes may be modified to reflect such additions), and
Subsidiaries of the Borrower may be released from, the Guaranty and the Security
Documents in accordance with the provisions hereof and thereof without the
consent of the other Credit Parties party thereto or the Required Lenders),
provided that
no such change, waiver, discharge or termination shall, without the consent of
each Lender (other than a Defaulting Lender) (with Obligations being directly
affected in the case of following clause (i)), (i) extend the final scheduled
maturity of any Revolving Loan or Revolving Note, or extend the stated
expiration date of any Letter of Credit beyond the Maturity Date, or reduce the
rate or extend the time of payment of interest thereon, or reduce the amount, or
extend the time of payment, of any Fees (except in connection with the waiver of
applicability of any post-default increase in interest rates), or reduce the
principal amount of any Revolving Loan (it being understood that any amendment
or modification to the financial definitions in this Agreement or to Section
14.07(a) shall not constitute a reduction in the rate of interest or the amount
of Fees for the purposes of this clause (i)), (ii) release all or substantially
all of the Collateral (except as expressly provided in the Credit Documents)
under all the Security Documents, (iii) amend, modify or waive any provision of
this Section 14.12, (except for technical amendments with respect to additional
extensions of credit pursuant to this Agreement which afford the protections to
such additional extensions of credit of the type provided to the Revolving Loan
Commitments on the Original Effective Date), (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Revolving Loan Commitments are
included on the Original Effective Date) or (v) consent to the assignment or
transfer by the Borrower of any of their respective rights and obligations under
this Agreement; provided further,
that no such change, waiver, discharge or termination shall (1) increase the
Revolving Loan Commitments of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Revolving Commitment shall not
constitute an increase of the Revolving Loan Commitment of any Lender, and that
an increase in the available portion of any Revolving Loan Commitment of any
Lender shall not constitute an increase of the Revolving Loan Commitment of such
Lender), (2) without the consent of each Issuing Lender, amend, modify or waive
any provision of Section 3 or alter its rights or obligations with respect to
Letters of Credit, (3) without the consent of the Administrative Agent, amend,
modify or waive any provision of Section 12 or any other provision as same
relates to the rights or obligations of the Administrative Agent or (4) without
the consent of the Collateral Agent, amend, modify or waive any provision
relating to the rights or obligations of the Collateral Agent.


    
      
         


      

      
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    (b)           If,
in connection with any proposed change, waiver, discharge or termination of any
of the provisions of this Agreement as contemplated by clauses (i) through (v),
inclusive, of the first proviso to Section 14.12(a), the consent of the Required
Lenders is obtained but the consent of one or more of such Lenders whose consent
is required is not obtained, then the Borrower shall have the right, so long as
all non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant
to Section 2.13 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination or (B) terminate such non-consenting Lender’s Revolving Loan
Commitment and/or repay each outstanding Revolving Loan of such Lender in
accordance with Section 4.02(b) and/or 5.01(b), provided that, unless
the Revolving Loan Commitments that are terminated, and the Revolving Loans
repaid, pursuant to preceding clause (B) are immediately replaced in full at
such time through the addition of new Lenders or the increase of the Revolving
Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in
each case must specifically consent thereto), provided further, that in any
event, the Borrower shall not have the right to replace a Lender, terminate its
Revolving Loan or repay its Revolving Loans solely as a result of the exercise
of such Lender’s rights (and the withholding of any required consent by such
Lender) pursuant to the second proviso to Section 14.12(a).



    
      
         


      

      
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    14.13  Survival.  All
indemnities set forth herein including, without limitation, in Sections 2.10,
2.11, 3.06, 5.04, 12.06 and 14.01 shall survive the execution, delivery and
termination of this Agreement and the Revolving Notes and the making and
repayment of the Obligations.

    


    14.14  Domicile of Revolving
Loans.  Each
Lender may transfer and carry its Revolving Loans at, to or for the account of
any office, Subsidiary or Affiliate of such Lender.  Notwithstanding
anything to the contrary contained herein, to the extent that a transfer of
Revolving Loans pursuant to this Section 14.14 would, at the time of such
transfer, result in increased costs under Section 2.10, 2.11, 3.06 or 5.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

    


    14.15  Register.  The
Borrower hereby designates the Administrative Agent to serve as its agent,
solely for purposes of this Section 14.15, to maintain a register (the “Register”) on which
it will record the Revolving Loan Commitments from time to time of each of the
Lenders, the Revolving Loans made by each of the Lenders and each repayment in
respect of the principal amount of the Revolving Loans of each
Lender.  Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower’s obligations in respect of such
Revolving Loans.  With respect to any Lender, the transfer of the
Revolving Loan Commitments of such Lender and the rights to the principal of,
and interest on, any Revolving Loan made pursuant to such Revolving Loan
Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Revolving Loan Commitments and Revolving Loans and prior to such
recordation all amounts owing to the transferor with respect to such Revolving
Loan Commitments and Revolving Loans shall remain owing to the
transferor.  The registration of assignment or transfer of all or part
of any Revolving Loan Commitments and Revolving Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 14.04(b).  Coincident with
the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Revolving Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Revolving Note (if any)
evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender at the request of any such
Lender.  The Borrower agrees to indemnify the Administrative Agent
from and against any and all losses, claims, damages and liabilities of
whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section
14.15.


    
      
         


      

      
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    14.16  Confidentiality.  (a)  Subject
to the provisions of clause (b) of this Section 14.16, each Lender agrees that
it will use its reasonable efforts not to disclose without the prior consent of
the Borrower (other than to its employees, auditors, advisors or counsel or to
another Lender if such Lender or such Lender’s holding or parent company or
board of trustees in its sole discretion determines that any such party should
have access to such information, provided such Persons shall be subject to the
provisions of this Section 14.16 to the same extent as such Lender) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document, provided that any
Lender may disclose any such information (i) as has become generally available
to the public other than by virtue of a breach of this Section 14.16(a) by the
respective Lender, (ii) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or Federal regulatory
body having or claiming to have jurisdiction over such Lender or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(iii) as may be required or appropriate in respect to any summons or subpoena or
in connection with any litigation, (iv) in order to comply with any law, order,
regulation or ruling applicable to such Lender, (v) to the Administrative Agent
or the Collateral Agent, (vi) to any direct or indirect contractual counterparty
in any swap, hedge or similar agreement (or to any such contractual
counterparty’s professional advisor), so long as such contractual counterparty
(or such professional advisor) agrees to be bound by the provisions of this
Section 14.16, and (vii) to any prospective or actual transferee or participant
in connection with any contemplated transfer or participation of any of the
Revolving Notes or Revolving Loan Commitments or any interest therein by such
Lender, provided that such
prospective transferee agrees to be bound by the confidentiality provisions
contained in this Section 14.16.

    


    (b)           The
Borrower hereby acknowledges and agrees that each Lender may share with any of
its affiliates, and such affiliates may share with such Lender, any information
related to the Borrower or any of its Subsidiaries (including, without
limitation, any non-public customer information regarding the creditworthiness
of the Borrower and its Subsidiaries), provided such Persons shall be subject to
the provisions of this Section 14.16 to the same extent as such
Lender.

    


    14.17  USA PATRIOT Act
Notice.  Each
Lender hereby notifies each Credit Party that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub.:  107-56 (signed into law
October 26, 2001)) (the “PATRIOT Act”), it is
required to obtain, verify, and record information that identifies each Credit
Party, which information includes the name of each Credit Party and other
information that will allow such Lender to identify each Credit Party in
accordance with the PATRIOT Act, and each Credit Party agrees to provide such
information from time to time to any Lender.

    


    SECTION
15.  Conditions Precedent to the
Amendment and Restatement Effective Date.  The
occurrence of the Amendment and Restatement Effective Date pursuant to Section
14.10 is subject to the satisfaction of the following
conditions:


    
      
         


      

      
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    15.01  Fees,
etc.  On
the Amendment and Restatement Effective Date, the Borrower shall have paid to
the Administrative Agent and the Lenders all costs, fees and expenses
(including, without limitation, reasonable legal fees and expenses of outside
legal counsel to the Administrative Agent) payable to the Administrative Agent
and the Lenders to the extent then due.

    


    15.02  Opinions of
Counsel.  On
the Amendment and Restatement Effective Date, the Administrative Agent shall
have received from (i) Vinson & Elkins LLP, New York counsel to each Credit
Party, a favorable opinion reasonably satisfactory in form and substance to the
Administrative Agent and addressed to the Administrative Agent and each of the
Lenders and dated the Amendment and Restatement Effective Date covering the
matters set forth in Exhibit E-1 and such
other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request and (ii) from Chambers, Dominican
counsel to the Administrative Agent, a favorable opinion reasonably satisfactory
in form and substance to the Administrative Agent and addressed to the
Administrative Agent and each of the Lenders and dated the Initial Borrowing
Date covering the matters set forth in Exhibit E-2 and such
other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request.

    


    15.03  Pledge and Security
Agreement.  On
or before the Amendment and Restatement Effective Date, each Credit Party shall
have duly authorized, executed and delivered the Amended and Restated Pledge and
Security Agreement in the form of Exhibit G (as
modified, supplemented, restated and/or amended from time to time, the “Pledge and Security
Agreement”) covering all of the present and future Pledge and Security
Agreement Collateral in each case together with:

    


    (i)          
 the delivery to the Collateral Agent, as pledgee, of all of the Pledge and
Secuity Agreement Collateral referred to therein, accompanied by executed and
undated endorsements for transfer;

    


    (ii)           Financing
Statements (Form UCC-1) in proper form for filing under the UCC or in other
appropriate filing offices of each jurisdiction as may be necessary or, in the
reasonable opinion of the Collateral Agent desirable, to perfect the security
interests purported to be created by the Pledge and Security
Agreement;

    


    (iii)           certified
copies of requests for information or copies (Form UCC-11), or equivalent
reports, listing all effective financing statements that name a Credit Party as
debtor and that are filed in such Credit Party’s jurisdiction of organization,
together with copies of such other financing statements that name the Borrower
as debtor (none of which shall cover the Collateral except (x) to the extent
evidencing Permitted Liens or (y) in respect of which the Collateral Agent shall
have received Form UCC-3 Termination Statements (or such other termination
statements as shall be required by local law) fully executed for filing);
and

    


    (iv)           evidence
that all other actions necessary or, in the reasonable opinion of the Collateral
Agent desirable, to perfect and protect the security interests purported to be
created by the Pledge and Security Agreement have been taken.


    
      
         


      

      
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    15.04  Vessel Acquisition
Agreements.  (a)
On or prior to the Amendment and Restatement Effective Date, the Administrative
Agent shall have received copies of the material documentation in existence on
the date of this Agreement for the acquisition of each Collateral Vessel (such
contracts and agreements listed on Schedule XVI hereto,
the “Vessel
Acquisition Agreements”), and all shall be in full force and
effect.

    


    (b)           On
or prior to the Amendment and Restatement Effective Date, the Borrower shall
have (x) duly authorized, executed and delivered the Vessel Acquisition
Agreements Assignment in the form of Exhibit N hereto (as
modified, supplemented or amended from time to time, the “Vessel Acquisition
Agreements Assignment”) (it being understood that such assignments shall
become effective only when the requisite consents thereto shall have become
effective), (y) taken all actions necessary or advisable to perfect the Lien on
the collateral described therein and (z) used its commercially reasonable
efforts to obtain and deliver the consents substantially in the form of Exhibit A to Exhibit N (as
modified, supplemented or amended from time to time, each a “Consent to Assignment of
Vessel Acquisition Agreements”) required for the assignment of each of
the Vessel Acquisition Agreements to the Collateral Agent pursuant to an
Assignment of the Vessel Acquisition Agreements.

    


    (c)           If
at any time prior to or after the Amendment and Restatement Effective Date the
Borrower obtains a Refund Guarantee with respect to any Vessel Acquisition
Agreement, the Borrower shall (x) duly authorize, execute and deliver a Refund
Guarantee Assignment substantially in the form of Exhibit O hereto (as
modified, supplemented or amended from time to time, the “Refund Guarantee
Assignment”) (it being understood that such assignments shall becomes
effective only when the requisite consents thereto shall have become effective),
(y) take all actions necessary or advisable to perfect the Lien on the
collateral described therein and (z) use its commercially reasonable efforts to
obtain and deliver all necessary consents required for the assignment of each
Refund Guarantee to the Collateral Agent.

    


    


    15.05  Assignments of Earnings,
Insurances and Charter.  On
the Amendment and Restatement Effective Date, each Credit Party that owns a
Mortgaged Vessel shall have duly authorized, executed and delivered an
Assignment of Earnings in the form of Exhibit M-1 (as
modified, supplemented or amended from time to time, the “Assignment of
Earnings”), an Assignment of Insurances in the form of Exhibit M-2 (as
modified, supplemented or amended from time to time, the “Assignment of
Insurances”) and an Assignment of Charters (existing or future)
substantially in the form of Exhibit B to the
Assignment of Earnings for any charter or other similar contract that has as of
the Amendment and Restatement Effective Date a remaining term of twelve (12)
months or greater, including any extension option, granted by the relevant
Credit Party, and shall use commercially reasonable efforts to provide
appropriate notices and consents relating thereto (as modified, supplemented or
amended from time to time, the “Assignment of
Charters”), together covering all of such Credit Party’s present and
future Earnings and Insurance Collateral, in each case together
with:

    


    (i)          
 proper Financing Statements (Form UCC-1) fully executed for filing under
the UCC or in other appropriate filing offices of each jurisdiction as may be
necessary to perfect the security interests purported to be created by the
Assignment of Earnings, Assignment of Charters and the Assignment of
Insurances;


    
      
         


      

      
        -91-

        
          

        

      

      
         


      

    


    (ii)           certified
copies of Requests for Information or Copies (Form UCC-11), or equivalent
reports, listing all effective financing statements that name any Credit Party
as debtor and that are filed in the jurisdictions referred to in Section 15.02 above,
together with copies of such other financing statements (none of which shall
cover the Collateral, except to the extent evidencing Permitted Liens, unless
the Collateral Agent shall have received Form UCC-3 Termination Statements (or
such other termination statements as shall be required by local law) fully
executed for filing if required by applicable laws in respect thereof);
and

    


    (iii)           evidence
that all other actions necessary to perfect and protect the security interests
purported to be created by the Assignment of Earnings, the Assignment of
Insurances and the Assignment of Charters have been taken.

    


    15.06  Mortgages.  On
the Amendment and Restatement Effective Date, each Credit Party that owns a
Collateral Vessel on such date shall have duly authorized, executed and
delivered, and caused to be recorded in the appropriate vessel registry a Vessel
Mortgage with respect to each such Collateral Vessel and the Vessel Mortgages
shall be effective to create in favor of the Collateral Agent and/or the Lenders
a legal, valid and enforceable first priority security interest, in and lien
upon such Collateral Vessels, subject only to Permitted Liens.  Except
as specifically provided above, all filings, deliveries of instruments and other
actions necessary or desirable in the reasonable opinion of the Collateral Agent
to perfect and preserve such security interests shall have been duly effected
and the Collateral Agent shall have received evidence thereof in form and
substance reasonably satisfactory to the Collateral Agent.

    


    15.07  Certificates of Ownership;
Searches; Class Certificates; Appraisal Reports; Mortgages.  On
the Amendment and Restatement Effective Date, the Administrative Agent shall
have received each of the following with respect to each Mortgaged Vessel being
secured on such Amendment and Restatement Effective Date:

    


    (i)         
  certificates of ownership from appropriate authorities showing (or
confirmation updating previously reviewed certificates and indicating) the
registered ownership of each Mortgaged Vessel by the Borrower or the relevant
Guarantor;

    


    (ii)          
 the results of maritime registry searches with respect to each Mortgaged
Vessel, indicating no record liens other than Liens in favor of the Collateral
Agent and/or the Lenders and Permitted Liens;

    


    (iii)           class
certificates from a classification society listed on Schedule XV hereto or
another classification society reasonably acceptable to the Collateral Agent,
indicating that such Mortgaged Vessel meets the criteria specified in Section
8.24;

    


    (iv)           if
requested by the Administrative Agent prior to such Vessel Acquisition Date, an
Appraisal from an Approved Appraiser of each Mortgaged Vessel of recent date in
scope, form and substance reasonably satisfactory to the Administrative Agent;
and


    
      
         


      

      
        -92-

        
          

        

      

      
         


      

    


    (v)           a
report, in form and scope reasonably satisfactory to the Administrative Agent,
from a firm of independent marine insurance brokers reasonably acceptable to the
Administrative Agent with respect to the insurance maintained by the Credit
Parties in respect of such Mortgaged Vessel, together with a certificate from
such broker certifying that such insurances (i) are placed with such insurance
companies and/or underwriters and/or clubs, in such amounts, against such risks,
and in such form, as are customarily insured against by similarly situated
insureds by similarly situated insurers for the protection of the Administrative
Agent and/or the Lenders as mortgagee, (ii) conform with the insurance
requirements of each respective Vessel Mortgage and (iii) include, without
limitation, hull and machinery, war risks, protection and indemnity
reimbursement of costs of mortgagee interest insurance (the “Required
Insurance”).

    


    15.08  Approvals.  On
or prior to the Amendment and Restatement Effective Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the granting of Liens under the Credit Documents (other than the
registration of the Vessel Mortgages in respect of the Collateral Vessels) shall
have been obtained and remain in effect, and all applicable waiting periods with
respect thereto shall have expired without any action being taken by any
competent authority which restrains, prevents or imposes materially adverse
conditions upon the performance by the Credit Parties of the Credit
Documents.  On the Amendment and Restatement Effective Date, there
shall not exist any judgment, order, injunction or other restraint issued or
filed or a hearing seeking injunctive relief or other restraint pending or
notified, prohibiting or imposing materially adverse conditions upon the
performance by the Credit Parties of their obligations under the Credit
Documents.

     

     

    *          *          *


    
      
         


      

      
        -93-

        
          

        

      

      
         


      

    


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

    


    
      
        
          
            
              
                	
                        Address:

                      	 
      
	 
      	 
      
	
                        3200
      Southwest Fwy, Suite 2950

                      	
                        TRICO
      MARINE SERVICES, INC.,

                      
	
                        Houston,
      Texas  77057

                      	 
      	
                        as
      the Borrower

                      
	
                        Attention:  Geoff
      Jones

                      	 
      	 
      
	
                        Tel.
      No.:  (713) 780-9926

                      	 
      	 
      
	
                        Fax
      No.:  (713) 750-0062

                      	
                        By:

                      	/s/
      Rishi Varma
	 
      	 
      	
                        Name:
      Rishi Varma

                      
	 
      	 
      	
                        Title:
      Vice President

                      
	 
      	 
      	 
      
	 
      	
                        TRICO
      MARINE ASSETS, INC.,

                      
	 
      	 
      	
                        as
      a Guarantor

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Rishi Varma
	 
      	 
      	
                        Name:
      Rishi Varma

                      
	 
      	 
      	
                        Title:
      Vice President

                      
	 
      	 
      	 
      
	 
      	
                        TRICO
      MARINE OPERATORS, INC.,

                      
	 
      	 
      	
                        as
      a Guarantor

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Rishi Varma
	 
      	 
      	
                        Name:
      Rishi Varma

                      
	 
      	 
      	
                        Title:
      Vice
President

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 
      	
                        NORDEA
      BANK FINLAND PLC,

                      
	 
      	 
      	
                        NEW
      YORK BRANCH, Individually and as Administrative Agent and Lead
      Arranger

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Martim Lunder
	 
      	 
      	
                        Name:
      Martim Lunder

                      
	 
      	 
      	
                        Title:
      Senior Vice President

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Martim Kahm
	 
      	 
      	
                        Name:
      Martim Kahm

                      
	 
      	 
      	
                        Title:
      Vice President

                      
	 
      	 
      	 
      
	 
      	
                        NORDEA
      BANK NORGE ASA,

                      
	 
      	 
      	
                        GRAND
      CAYMAN BRANCH, Individually and as Lender and Issuing
    Lender

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Martim Lunder
	 
      	 
      	
                        Name:
      Martim Lunder

                      
	 
      	 
      	
                        Title:
      Senior Vice President

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Martim Kahm
	 
      	 
      	
                        Name:
      Martim Kahm

                      
	 
      	 
      	
                        Title:
      Vice
President