exv10w1






Exhibit 10.1




Execution Copy




AMENDMENT NO. 2

TO

SENIOR SECURED, SUPER-PRIORITY

DEBTOR-IN-POSSESSION CREDIT AGREEMENT




     AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
“Amendment”), dated as of October 1, 2010, to that certain Senior Secured, Super-Priority
Debtor-In-Possession Credit Agreement, dated as of August 24, 2010 (as amended by that certain
Amendment No. 1 to the Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated
as of September 21, 2010, the “Credit Agreement”), among Trico Marine Services, Inc. (the
“Borrower”), the guarantors party thereto from time to time (the “Guarantors”), the
lenders party thereto from time to time (the “Lenders”), and Obsidian Agency Services, Inc.
(the “Agent”). Capitalized terms used but not defined herein have the meanings provided in
the Credit Agreement.



R E C I T A L S




     WHEREAS, the parties hereto desire to make certain amendments to certain provisions of the
Credit Agreement as specified herein, pursuant to and in accordance with Section 14.12 of the
Credit Agreement;



     WHEREAS, the Lenders party hereto constitute the Required Lenders under the Credit Agreement;



     NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



     SECTION 1. Amendment.



     (a) Section 1 of the Credit Agreement is hereby amended by amending and restating the
following definition:




      ““Investigation Termination Date” shall be December 1, 2010.”



     (b) Section 9 of the Credit Agreement is hereby amended by adding the following new Sections
9.24 and 9.25 thereof:




      “9.24 Funds from Trico Supply Group. The Borrower shall have (i)
caused Trico Supply Group to initiate a wire transfer of funds to the Borrower in
an amount not less than $2,395,000 on or prior to October 1, 2010 and (ii)
received and deposited such funds into a Cash Collateral Account (as defined in
the Interim Order) on or prior to October 5, 2010.



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     9.25 Letters of Intent. On or prior to October 12, 2010, the
Borrower shall deliver to the Agent (i) a letter of intent for sale of Trico Moon
and (ii) a letter of intent for sale of Trico Mystic.”



     (c) Section 11.14 of the Credit Agreement is hereby amended to delete the entirety of such
section and to replace it with the following:




     “11.14 Final Order. The failure to enter the Final Order on or prior
to October 20, 2010; or”



     (d) Section 11.31 of the Credit Agreement is hereby amended to delete the entirety of such
section and to replace it with the following:




     “11.31 Refinancing of the Prepetition First Lien Loans. Failure of
(a) the refinancing of the Prepetition First Lien Loans to be approved in the
Final Order on or prior to October 20, 2010 and (b) all Prepetition First Lien
Debt under the Prepetition First Lien Loan Agreement to be indefeasibly repaid in
full in cash within five (5) days after the entry of the Final Order.”



     SECTION 2. Credit Agreement in Full Force and Effect, as Amended.



     Except as specifically amended hereby, all provisions of the Credit Agreement and the other
Credit Documents shall remain in full force and effect. After this Amendment becomes effective,
all references to the Credit Agreement and the other Credit Documents and corresponding references
thereto or therein such as “hereof”, “herein”, or words of similar effect referring to the Credit
Agreement, shall be deemed to mean the Credit Agreement, as amended hereby. This Amendment shall
not be deemed to expressly or impliedly waive, amend or supplement any provision of the Credit
Agreement, other than as expressly set forth herein.



     SECTION 3.   Representations.



     The Borrower and each of the Guarantors represents and warrants as of the date of this
Amendment as follows:



     (a) it is duly incorporated or organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization;



     (b) the execution, delivery and performance by it of this Amendment and the Credit Agreement
as amended hereby are within its powers, have been duly authorized, and do not contravene (i) its
charter, by-laws, or other organizational documents, or (ii) any applicable law;



     (c) no consent, license, permit, approval or authorization of, or registration, filing or
declaration with any governmental authority, is required in connection with the execution,
delivery, performance, validity or enforceability of this Amendment and the Credit Agreement as
amended hereby by or against it;



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     (d) this Amendment has been duly executed and delivered by it;



     (e) each of this Amendment and the Credit Agreement as amended hereby constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally or by general principles of
equity;



     (f) no Default or Event of Default (after giving effect to this Amendment) has occurred and
is continuing; and



     (g) all representations and warranties contained in the Credit Agreement 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 Effective Date (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).



     SECTION 4. Legal Fees.



     The Borrower covenants and agrees to pay in full, to the extent invoiced, on or prior to the
date of the execution of this Amendment, all reasonable legal fees of Latham & Watkins LLP, counsel
to the Agent, incurred in connection with the execution of this Amendment.



     SECTION 5.  Conditions Precedent to Effectiveness.



     Notwithstanding the date of execution or delivery of this Amendment, this Amendment shall be
effective upon the satisfaction of the following conditions (the “Effective Date”), each of which
shall be in form and substance satisfactory to Agent in Agent’s sole and absolute discretion:



     (a) each Credit Party and the Required Lenders shall have delivered to the Agent an executed
original of this Amendment;



     (b) on and as of the Effective Date, and after giving effect to this Amendment, (i) there
shall exist no Default or Event of Default, and (ii) all representations and warranties contained
in this Amendment, the Credit Agreement 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 Effective Date (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); and



     (c) the Borrower shall have paid to the Agent for pro rata distribution to the Lenders a
nonrefundable amendment fee in an amount equal to $38,356.



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     (d) entry of a final order approving this Amendment in form acceptable to Agent on or before
October 1, 2010 (the “Approval Order”). Among other things, the Approval Order shall approve the
amendment to the Interim Order as follows:



          (i) paragraph 4 of the Amended Interim DIP Financing Order is amended and replaced with the
following:





“Refinancing of Prepetition First Lien Debt. Upon entry of the Final Order, the
Debtors are authorized and directed to borrow $25 million principal amount of the
DIP Loan and use the proceeds thereof, together with Cash Collateral, to refinance
in full the Prepetition First Lien Debt. The refinancing of the Prepetition First
Lien Debt as provided herein, and the DIP Loan made to fund such payment, shall
constitute part of the DIP Loan. It shall be an Event of Default if such
refinancing is not approved and authorized by the Final Order or if the Final
Order is not entered on October 20, 2010 or if such refinancing does not occur on
or before October 20, 2010.”



          (ii) paragraph 12(c)(iii) of the Amended Interim DIP Financing Order is amended and replaced
with the following:





“Until the earlier of (i) the occurrence of an Event of Default and (ii) October
20, 2010, the Debtors shall accrue and pay interest on the Prepetition First Lien
Debt at the contractual non-default rate; provided, however, that,




(A) if the Prepetition First Lien Debt has been refinanced in full with proceeds
of the DIP Loan on or before October 20, 2010 (the “Pre-October 20 Refinancing
Date”), the amount of interest that shall be paid as part of the refinancing
of the Prepetition First Lien Debt shall be that amount that was accrued and
unpaid at the contractual non-default rate as of the Pre-October 20 Refinancing
Date ;




(B) if the DIP Loan has been paid in full on or before October 20, 2010, but
the Prepetition First Lien Debt concurrently shall not be paid in full,




(1) until October 20, 2010, the Debtors shall accrue and pay interest on the
Prepetition First Lien Debt at the contractual non-default rate and (2) from and
after October 20, 2010, the Debtors shall accrue and pay interest on the
Prepetition First Lien Debt at the contractual default rate until the Prepetition
First Lien Debt is paid in full; and




(C) upon any Event of Default or in the event the Prepetition First Lien Debt is
not refinanced in full with proceeds of the DIP Loan on or before the Pre-October
20 Refinancing Date, the Debtors shall accrue and pay interest on the Prepetition
First Lien Debt at the default contractual rate until such time as the Prepetition
First Lien Debt is paid or refinanced in full in cash.”



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          (iii) paragraph 14(a) of the Amended Interim DIP Financing Order is amended and replaced with
the following:





“Investigation Period. (a) The Superpriority Claims, the Postpetition Liens, the
First Lien Agent Adequate Protection Liens, the Prepetition First Liens and the
Nordea Rights and Nordea Interests (as set forth in paragraph 29) shall be senior
to, and no proceeds of the DIP Loan nor any Collateral or Prepetition Collateral,
or Nordea Collateral (defined below), may be used to pay any claims for services
rendered by any of the professionals retained by the Debtors, (or any successor
trustee or other estate representative in any Chapter 11 Case or any Successor
Case), any creditor or party in interest, any committee or any other party in
connection with the investigation of, assertion of or joinder in any claim,
counterclaim, action, proceeding, application, motion, objection, defense or other
contested matter or discovery against any DIP Agent, DIP Lenders, Prepetition
First Lien Agent or Prepetition First Lien Lenders, or Nordea, in connection with
any affirmative cause of action or contested matter to or the challenge of any
claims or liens arising under, related to, or with respect to the DIP Loan and/or
the Prepetition First Lien Debt. Notwithstanding anything herein to the contrary,
until December 1, 2010, (the “Investigation Termination Date”) the Creditors’
Committee and no other party or entity shall be entitled to (i) investigate or
conduct discovery with respect to the validity, amount, perfection, priority, and
enforceability of the Prepetition First Lien Debt and Prepetition First Liens, and
the Nordea Rights and Nordea Interests, and any potential claims, counterclaims,
offsets, setoffs, defenses, contested matters or causes of action of the Debtors
or their respective estates against or with respect to the Prepetition First Lien
Agent or Prepetition First Lien Lenders, and (ii) file a motion (a “Committee
Standing Motion”) with the Court seeking standing to commence the prosecution,
litigation and/or assertion of any of the foregoing potential claims,
counterclaims, offsets, defenses, contested matters or causes of action (the
potential claims, counterclaims, offsets, defenses, contested matters or causes of
action described in clause (ii) of this Paragraph 14(a), together with any other
claims, defenses, contested matters or causes of action of the Debtors or their
estates against any of the Prepetition First Lien Agent and/or Prepetition First
Lien Lenders, or against Nordea, collectively the “Challenge Actions”). A
Committee Standing Motion seeking standing to commence the prosecution, litigation
and/or assertion of any Challenge Actions, including any challenge to the
Prepetition First Lien Debt or Prepetition First Liens, or to the Nordea Rights or
Nordea Interests, or the assertion of any other claims, defenses, contested
matters or causes of action of the Debtors or their estates against any of the
Prepetition First Lien Agent and/or Prepetition First Lien Lenders, or against
Nordea, must be made and filed by the Creditors’ Committee on or before the
Investigation Termination Date. Whether or not a Committee Standing Motion is
filed, and subject to the rights of the trustee under paragraph 14(b), all holders
of claims and interests as well as



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other parties in interest (other than the Creditors’ Committee) shall be forever
barred from bringing or taking any such Challenge Action on behalf of themselves,
the Debtors, or these estates, and the Debtors’ stipulations made in paragraph H
(or in paragraph 29 with respect to Nordea), and the release (as set forth in
paragraph 15) shall be binding on all parties in interest (other than the
Creditors’ Committee). If no Committee Standing Motion is filed on or before the
Investigation Termination Date, the Creditors’ Committee shall be forever barred
from bringing or taking any such Challenge Action on behalf of themselves, the
Debtors, or these estates, and the Debtors’ stipulations made in paragraph H (or
in paragraph 29 with respect to Nordea), and the release (as set forth in
paragraph 15) shall be binding on all parties in interest. If such a Committee
Standing Motion is timely and properly filed, any claim or action for which
standing is not sought in the Committee Standing Motion shall be forever barred.
In the event of a timely and successful challenge by the Creditors’ Committee in
any Challenge Action, this Court shall fashion the appropriate remedy with respect
to the Prepetition First Lien Agent and Prepetition First Lien Lenders, and
Nordea, as applicable, after hearing from all parties. Notwithstanding the
foregoing, no more than $25,000 in the aggregate from the proceeds of the DIP Loan
and/or the Cash Collateral (and not the Nordea Collateral) may be applied to pay
fees and expenses of the Creditors’ Committee (but not the Debtors or any of their
subsidiaries) in investigating, taking discovery with respect to, filing and
prosecuting the Challenge Actions (the “Committee Challenge Fees”).”



     SECTION 6. Miscellaneous.



     (a) This Amendment may be executed in any number of counterparts (including by facsimile), and
by the different parties hereto on the same or separate counterparts, each of which shall be deemed
to be an original instrument but all of which together shall constitute one and the same agreement.



     (b) The descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof.



     (c) This Amendment may not be amended or otherwise modified except as provided in the Credit
Agreement.



     (d) This Amendment is a Credit Document.



     (e) The failure or unenforceability of any provision hereof shall not affect the other
provisions of this Amendment.



     (f) Whenever the context and construction so require, all words used in the singular number
herein shall be deemed to have been used in the plural number, and vice



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versa, and the masculine gender shall include the feminine and neuter and the neuter shall
include the masculine and feminine.




     (g) The Credit Agreement, as amended by this Amendment represents the final agreement among
the parties with respect to the matters set forth therein (as applicable) and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties.
There are no unwritten oral agreements among the parties with respect to such matters.



     (h) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH
IN THE CREDIT AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF
THE CREDIT AGREEMENT.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to Senior Secured,
Super-Priority Debtor-In-Possession Credit Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.,

as the Borrower

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	TRICO MARINE ASSETS, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Brett A. Cenkus
 	 
	 	 	Name:  	Brett A. Cenkus 	 
	 	 	Title:  	President 	 
	 
	 	TRICO MARINE OPERATORS, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Brett A. Cenkus
 	 
	 	 	Name:  	Brett A. Cenkus 	 
	 	 	Title:  	President 	 
	 
	 	TRICO MARINE INTERNATIONAL, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Brett A. Cenkus
 	 
	 	 	Name:  	Brett A. Cenkus 	 
	 	 	Title:  	President 	 
	 
	 	TRICO MARINE SERVICES (HONG KONG) LIMITED,
 as a Guarantor

 	 
	 	 	By:  Trico Marine Assets, Inc., its Sole Member
 	 
	 	 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Director 	 



Signature Page to Second Amendment





 









 








	 	 	 	 	 
	 	COASTAL INLAND MARINE SERVICES LIMITED,

as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Director 	 
	 
	 	SERVICIOS DE APOYO MARITIMO DE 
MEXICO, S. DE R.L. DE C.V.,
as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	TRICO SERVICOS MARITIMOS LTDA.

as a Guarantor

 	 
	 	By:  	/s/ Tomas Salazar
 	 
	 	 	Name:  	Tomas Salazar 	 
	 	 	Title:  	Manager 	 
	 
	 	TRICO MARINE CAYMAN, L.P.

as a Guarantor

 	 
	 	 	By: Trico Holdco LLC, its general partner
 	 
	 
	 	 	By:  Trico Marine Services, Inc., its sole member
 	 
	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	TRICO HOLDCO LLC

as a Guarantor

 	 
	 	 	By: Trico Marine Services, Inc., its sole member
 	 
	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 



Signature Page to DIP Second Amendment




 









 








	 	 	 	 	 
	 	TRICO INTERNATIONAL HOLDINGS B.V.

as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Director A 	 
	 
	 	TRICO MARINE INTERNATIONAL HOLDINGS B.V.,

as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Director A 	 
	 



Signature Page to DIP Second Amendment





 









 








	 	 	 	 	 
	 	SPECIAL VALUE CONTINUATION 

PARTNERS, LP, as Lender



TENNENBAUM OPPORTUNITIES 

PARTNERS V, LP, as Lender



TENNENBAUM DIP OPPORTUNITY 

FUND, LLC, as Lender

 	 
	 	By:  	Tennenbaum Capital Partners, LLC,
 Investment Manager of each of the
 above companies
 	 



	 	 	 	 	 
	 	By:  	/s/ David Hollander
 	 
	 	 	Name:  	David Hollander 	 
	 	 	Title:  	Partner 	 



	 	 	 	 	 
	 	OBSIDIAN AGENCY SERVICES, INC.,

as Agent

 	 
	 	By:  	/s/ David Hollander
 	 
	 	 	Name:  	David Hollander 	 
	 	 	Title:  	Vice President 	 



Signature Page to DIP Second Amendment