exv10w1






Exhibit 10.1




[Execution Copy]




 





$25,000,000




SECOND AMENDED AND RESTATED CREDIT AGREEMENT



among



TRICO MARINE SERVICES, INC.,

as Borrower,



THE GUARANTORS PARTY HERETO,



THE LENDERS PARTY HERETO,



NORDEA BANK FINLAND PLC, NEW YORK BRANCH,

as Collateral Agent,



and



OBSIDIAN AGENCY SERVICES, INC.,

as Administrative Agent



Dated as of June 11, 2010



 









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Defined Terms
	 	 	1	 
	 
	 	 	 	 
	SECTION 2. Amount and Terms of Credit Facility
	 	 	20	 
	 
	 	 	 	 
	2.01A Loan Conversion and Commitments
	 	 	20	 
	2.01 [Intentionally Omitted]
	 	 	20	 
	2.02 [Intentionally Omitted]
	 	 	20	 
	2.03 [Intentionally Omitted]
	 	 	20	 
	2.04 Disbursement of Funds
	 	 	20	 
	2.05 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
	 	 	24	 
	2.12 Change of Lending Office
	 	 	25	 
	2.13 Replacement of Lenders
	 	 	25	 
	2.14 Obsidian Agency Services as Administrative Agent
	 	 	26	 
	 
	 	 	 	 
	SECTION 3. [Intentionally Omitted]
	 	 	26	 
	 
	 	 	 	 
	SECTION 4. Commitment Commission; Reductions of Commitment
	 	 	26	 
	 
	 	 	 	 
	4.01 Fees
	 	 	26	 
	4.02 [Intentionally Omitted]
	 	 	26	 
	4.03 Termination of Commitments
	 	 	26	 
	 
	 	 	 	 
	SECTION 5. Prepayments; Payments; Taxes
	 	 	26	 
	 
	 	 	 	 
	5.01 Voluntary Prepayments
	 	 	26	 
	5.02 Mandatory Repayments
	 	 	27	 
	5.03 Method and Place of Payment
	 	 	28	 
	5.04 Net Payments; Taxes
	 	 	28	 
	 
	 	 	 	 
	SECTION 6. Conditions Precedent to the Original Effective Date
	 	 	31	 
	 
	 	 	 	 
	6.01 Execution of Agreement; Notes
	 	 	31	 
	6.02 Fees, etc.
	 	 	31	 
	6.03 Officer’s Certificate
	 	 	31	 
	6.04 Opinions of Counsel
	 	 	31	 
	6.05 Corporate Documents; Proceedings; etc.
	 	 	31	 
	6.06 [Intentionally Omitted]
	 	 	32	 
	6.07 Adverse Change; Approvals
	 	 	32	 
	6.08 Litigation
	 	 	32	 






(i)









 






	 	 	 	 	 
	 	 	Page	 
	6.09 Solvency Certificate
	 	 	32	 
	6.10 Financial Statements; Projections
	 	 	32	 
	6.11 Original Effective Date
	 	 	32	 
	 
	 	 	 	 
	SECTION 7. Conditions Precedent to Funds Release
	 	 	33	 
	 
	 	 	 	 
	7.01 No Default; Representations and Warranties
	 	 	33	 
	7.02 Request for Funds Release
	 	 	33	 
	7.03 Funds Release in Accordance with Budget
	 	 	33	 
	 
	 	 	 	 
	SECTION 8. Representations, Warranties and Agreements
	 	 	33	 
	 
	 	 	 	 
	8.01 Corporate/Limited Liability Company/Limited Partnership Status
	 	 	34	 
	8.02 Corporate Power and Authority
	 	 	34	 
	8.03 No Violation
	 	 	34	 
	8.04 Governmental Approvals
	 	 	34	 
	8.05 Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections; etc.
	 	 	35	 
	8.06 Litigation
	 	 	36	 
	8.07 True and Complete Disclosure
	 	 	36	 
	8.08 Use of Proceeds; Margin Regulations
	 	 	36	 
	8.09 Tax Returns and Payments
	 	 	36	 
	8.10 Compliance with ERISA
	 	 	37	 
	8.11 The Security Documents
	 	 	38	 
	8.12 Subsidiaries
	 	 	38	 
	8.13 Compliance with Statutes, etc.
	 	 	38	 
	8.14 Investment Company Act
	 	 	38	 
	8.15 Environmental Matters
	 	 	38	 
	8.16 Labor Relations
	 	 	39	 
	8.17 Patents, Licenses, Franchises and Formulas
	 	 	39	 
	8.18 Indebtedness
	 	 	39	 
	8.19 Insurance
	 	 	40	 
	8.20 Properties
	 	 	40	 
	8.21 Legal Names; Type of Organization (and Whether a Registered
Organization); Jurisdiction of Organization; etc.
	 	 	40	 
	8.22 Concerning the Mortgaged Vessels
	 	 	40	 
	8.23 Citizenship
	 	 	40	 
	8.24 Vessel Classification
	 	 	40	 
	8.25 Mexican JV
	 	 	40	 
	8.26 Status of Obligations
	 	 	41	 
	 
	 	 	 	 
	SECTION 9. Affirmative Covenants
	 	 	41	 
	 
	 	 	 	 
	9.01 Information Covenants
	 	 	41	 
	9.02 Books, Records and Inspections
	 	 	45	 
	9.03 Maintenance of Property; Insurance
	 	 	45	 
	9.04 Existence; Franchises
	 	 	45	 
	9.05 Compliance with Statutes, etc.
	 	 	45	 
	9.06 Compliance with Environmental Laws
	 	 	46	 
	9.07 ERISA
	 	 	46	 






(ii)









 






	 	 	 	 	 
	 	 	Page	 
	9.08 End of Fiscal Years; Fiscal Quarters
	 	 	47	 
	9.09 Performance of Obligations
	 	 	47	 
	9.10 Payment of Taxes
	 	 	47	 
	9.11 Additional Security; Additional Guarantors; Further Assurances
	 	 	47	 
	9.12 Use of Proceeds
	 	 	49	 
	9.13 Ownership of Credit Parties
	 	 	49	 
	9.14 Flag of Mortgaged Vessels; Vessel Classifications
	 	 	49	 
	9.15 Deposit of Earnings
	 	 	49	 
	9.16 Mexican JV Option
	 	 	50	 
	9.17 [Intentionally Omitted]
	 	 	50	 
	9.18 Notice of Asset Sales
	 	 	50	 
	9.19 Payments on Second-Lien Notes
	 	 	50	 
	9.20 Direct Deposits into Blocked Account
	 	 	50	 
	9.21 Borrower Cooperation in Connection with Agency Transfer
	 	 	50	 
	 
	 	 	 	 
	SECTION 10. Negative Covenants
	 	 	50	 
	 
	 	 	 	 
	10.01 Liens
	 	 	51	 
	10.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
	 	 	54	 
	10.03 Dividends
	 	 	56	 
	10.04 Indebtedness
	 	 	56	 
	10.05 Advances, Investments and Loans
	 	 	58	 
	10.06 Transactions with Affiliates
	 	 	60	 
	10.07 Maintenance Capital Expenditures
	 	 	60	 
	10.08 Minimum Consolidated EBITDA
	 	 	61	 
	10.09 Minimum Consolidated Cash Flow
	 	 	61	 
	10.10 [Intentionally Omitted]
	 	 	63	 
	10.11 Limitations on Modifications of Certificate of Incorporation, By-Laws
and Certain Other Agreements, etc.
	 	 	63	 
	10.12 [Intentionally Omitted]
	 	 	64	 
	10.13 Limitation on Certain Restrictions on Subsidiaries
	 	 	64	 
	10.14 Limitation on Issuance of Capital Stock
	 	 	64	 
	10.15 Change of Legal Names; Type of Organization (and whether a Registered
Organization); Jurisdiction of Organization etc.
	 	 	64	 
	10.16 Business
	 	 	65	 
	10.17 ERISA
	 	 	65	 
	10.18 Voluntary Prepayments, Etc. of Indebtedness
	 	 	65	 
	10.19 Collateral Maintenance
	 	 	65	 
	 
	 	 	 	 
	SECTION 11. Events of Default
	 	 	65	 
	 
	 	 	 	 
	11.01 Payments
	 	 	65	 
	11.02 Representations, etc.
	 	 	65	 
	11.03 Covenants
	 	 	65	 
	11.04 Default Under Other Agreements
	 	 	66	 
	11.05 Bankruptcy, etc.
	 	 	66	 
	11.06 ERISA
	 	 	67	 
	11.07 Security Documents
	 	 	67	 
	11.08 Guaranties
	 	 	67	 






(iii)









 






	 	 	 	 	 
	 	 	Page	 
	11.09 Judgments
	 	 	67	 
	11.10 Change of Control
	 	 	67	 
	11.11 Indebtedness of the Trico Supply Group
	 	 	67	 
	11.12 Mexican JV
	 	 	68	 
	11.13 Second-Lien Notes Documentation
	 	 	68	 
	11.14 Restructuring
	 	 	68	 
	 
	 	 	 	 
	SECTION 12. The Administrative Agent
	 	 	70	 
	 
	 	 	 	 
	12.01 Appointment
	 	 	70	 
	12.02 Nature of Duties
	 	 	70	 
	12.03 Lack of Reliance on the Administrative Agent
	 	 	71	 
	12.04 Certain Rights of the Administrative Agent
	 	 	71	 
	12.05 Reliance
	 	 	71	 
	12.06 Indemnification
	 	 	71	 
	12.07 The Administrative Agent in its Individual Capacity
	 	 	72	 
	12.08 Holders
	 	 	72	 
	12.09 Resignation by the Administrative Agent
	 	 	72	 
	12.10 No
Other Duties, Etc.
	 	 	73	 
	12.11 Limited Role of the Collateral Agent
	 	 	73	 
	12.12 Certain Rights of the Collateral Agent
	 	 	73	 
	12.13 Removal of the Collateral Agent; Appointment of Successor Collateral Agent
	 	 	73	 
	12.14 Nordea Bank
	 	 	74	 
	 
	 	 	 	 
	SECTION 13. Guaranty
	 	 	74	 
	 
	 	 	 	 
	13.01 Guaranty
	 	 	74	 
	13.02 Bankruptcy
	 	 	75	 
	13.03 Nature of Liability
	 	 	75	 
	13.04 Independent Obligation
	 	 	75	 
	13.05 Authorization
	 	 	76	 
	13.06 Reliance
	 	 	76	 
	13.07 Subordination
	 	 	77	 
	13.08 Waiver
	 	 	77	 
	13.09 Payment
	 	 	78	 
	 
	 	 	 	 
	SECTION 14. Miscellaneous
	 	 	78	 
	 
	 	 	 	 
	14.01 Payment of Expenses, etc.
	 	 	78	 
	14.02 Right of Setoff
	 	 	79	 
	14.03 Notices
	 	 	80	 
	14.04 Benefit of Agreement; Assignments; Participations
	 	 	80	 
	14.05 No Waiver; Remedies Cumulative
	 	 	82	 
	14.06 Payments Pro Rata
	 	 	82	 
	14.07 Calculations; Computations
	 	 	83	 
	14.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
	 	 	83	 
	14.09 Counterparts
	 	 	84	 
	14.10 Effectiveness
	 	 	84	 
	14.11 Headings Descriptive
	 	 	85	 






(iv)









 






	 	 	 	 	 
	 	 	Page	 
	14.12 Amendment or Waiver; etc.
	 	 	85	 
	14.13 Survival
	 	 	86	 
	14.14 Domicile of Loans
	 	 	86	 
	14.15 Register
	 	 	86	 
	14.16 Confidentiality
	 	 	87	 
	14.17 USA PATRIOT Act Notice
	 	 	87	 
	14.18 OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC.
	 	 	88	 
	14.19 General Release; Indemnity
	 	 	88	 
	14.20 Affirmation
	 	 	89	 
	14.21 Terms Generally
	 	 	89	 
	 
	 	 	 	 
	SECTION 15. Conditions Precedent to the Amendment and Restatement Effective Date
	 	 	90	 
	 
	 	 	 	 
	15.01 Fees, etc.
	 	 	90	 
	15.02 Opinions of Counsel
	 	 	90	 
	15.03 Assignment and Assumption Agreement
	 	 	90	 
	15.04 Material Adverse Change
	 	 	90	 
	15.05 Previously Disclosed Matters
	 	 	90	 
	15.06 Certificates of Ownership; Searches; Class Certificates; Appraisal
Reports; Mortgages
	 	 	90	 
	15.07 Approvals
	 	 	91	 
	15.08 Security Documents
	 	 	91	 
	15.09 No Default; Representations and Warranties
	 	 	91	 
	15.10 Financial Statements; Projections
	 	 	92	 
	15.11 Proof of Valid Security Interest
	 	 	92	 
	15.12 Letters of Credit Facility
	 	 	92	 
	15.13 Officer Certificate
	 	 	92	 
	15.14 Proof of Insurance
	 	 	92	 
	15.15 Corporate Documents; Proceedings; etc.
	 	 	92	 






(v)









 






	 	 	 	 	 
	 	 	Page	 







					
	SCHEDULE I

	 	-
	 	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

	 	-
	 	[Intentionally Omitted]
	SCHEDULE XIV

	 	-
	 	Collateral Vessels
	SCHEDULE XV

	 	-
	 	Approved Classification Societies
	SCHEDULE XVI

	 	-
	 	[Intentionally Omitted]
	SCHEDULE XVII

	 	-
	 	Required Insurance
	SCHEDULE XVIII

	 	 	 	Mexican JV Installment Sale Arrangements






	 	 	 

	EXHIBIT A

	 	Request for Funds Release
	EXHIBIT B

	 	Note
	EXHIBIT C

	 	[Intentionally Omitted]
	EXHIBIT D

	 	Section 5.04(b)(ii) Certificate
	EXHIBIT E

	 	Opinion of Vinson & Elkins L.L.P.
	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

	 	[Intentionally Omitted]
	EXHIBIT O

	 	[Intentionally Omitted]
	EXHIBIT P

	 	Intercreditor Agreement






(vi)









 





               SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 11, 2010 (this
“Agreement”), among TRICO MARINE SERVICES, INC., a Delaware corporation (the
“Borrower”), the Guarantors from time to time party hereto, the Lenders from time to time
party hereto, NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as collateral agent, and OBSIDIAN AGENCY
SERVICES, INC., as Administrative Agent (in such capacity, the “Administrative Agent”).
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, certain of the Guarantors, the lenders party thereto and the Prior
Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of
August 29, 2008, as amended to date (as amended, the “Existing Credit Agreement”);



               WHEREAS, the initial Lenders party hereto acquired, and were assigned, all right, title and
interest in the loans and commitments outstanding under the Existing Credit Agreement; and



               WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent desire to
amend and restate the Existing Credit Agreement to, among other things, convert the revolving loans
under the Existing Credit Agreement into term loans, modify the applicable interest rates and
include additional guarantors;



               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:



               “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.




               “Aggregate Appraised Value” shall mean at any time, the sum of the Appraised Value of
all Mortgaged Vessels owned by the Borrower and the Guarantors which have not been sold,
transferred, lost or otherwise disposed of.



               “Aggregate Exposure” at any time shall mean the aggregate principal amount of Loans
then outstanding.



               “Agreement” shall mean this Credit Agreement.



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



               “Applicable Margin” shall mean a percentage per annum equal to 11.5%.



               “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.



               “Asset Sale” shall mean any transaction or series of related transactions pursuant to
which the Borrower, any of its Subsidiaries (other than the Trico Supply Group) or the Mexican JV
directly or indirectly sells, issues, conveys, transfers, exchanges, leases, charters (other than
operating leases and charters entered into in the ordinary course of business consistent with past
practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to
an Asset Sale by the Borrower or any Guarantor, to the Borrower or any Guarantor or (ii) with
respect to an Asset Sale by a Subsidiary that is not the Borrower or a Guarantor, to the Borrower
or any of its Subsidiaries) any property or assets (including interests therein), whether now owned
or hereafter acquired, of the Borrower or any of its Subsidiaries; provided,
however, that (i) the sale, lease, conveyance, disposition or other transfer by the
Borrower or any of its Subsidiaries of inventory in the ordinary course of business and (ii) the
sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of
the Borrower pursuant to Section 10.02(vi) will not be deemed to be Asset Sales; provided,
further, that an Event of Loss shall be deemed an Asset Sale.



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



-2-









 





               “Assignment of Charters” shall mean the Assignment of Charters substantially in the
form of Exhibit B to the Assignment of Earnings.



               “Assignment of Earnings” shall mean the Assignment of Earnings in the form of
Exhibit M-1.



               “Assignment of Insurances” shall mean the Assignment of Insurances in the form of
Exhibit M-2.



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



               “Blocked Account” shall mean the deposit account number 8980004997 of the Borrower at
Union Bank, N.A.



               “Blocked Account Agreement” shall mean that certain Special Deposit Account Control
Agreement (Security Interest in Deposit Account), dated as of the date hereof, by and among the
Administrative Agent, the Borrower and Union Bank, N.A.



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



               “Borrowing” shall mean the borrowing of Loans from all the Lenders having Commitments
on a given date and, in the case of Eurodollar Loans, having the same Interest Period. For the
avoidance of doubt, all Borrowing of loans under the Existing Credit Agreement shall constitute a
“Borrowing” hereunder.



               “Budget” shall have the meaning provided in Section 15.10.



               “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.



               “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.



-3-









 





               “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.



               “Cash Operating Disbursements” shall mean, for any period, amounts paid in cash from a
Credit Party Account during such period for the purpose of funding (i) payroll, (ii) general and
administrative expenses, (iii) rental and lease expense, (iv) debt service, (v) capital
expenditures, (vi) operating expenses of foreign Subsidiaries and joint ventures, (vii)
Restructuring Charges and (viii) other operating expenses.



               “Cash Operating Receipts” shall mean, for any period, the aggregate cumulative cash
deposited into any Credit Party Account during such period so long as such cash (i) is not proceeds
of Indebtedness for borrowed money incurred by the Borrower or its Subsidiaries (other than the
Trico Supply Group) and (ii) has not been transferred to such Credit Party Account from another
Credit Party Account.



-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.



               “Claims” shall have the meaning provided in Section 14.19.



               “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 Nordea Bank Finland plc, New York Branch or any
successor collateral agent appointed by 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.



               “Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s
name on Schedule I hereto directly below the column entitled “Commitment” as the same may
be adjusted from time to time as a result of assignments to or from such Lender pursuant to Section
2.13 or 14.04(b).



               “Commitment Letter” shall mean that certain Commitment Letter for Existing Credit
Commitment Purchase and DIP Facility, dated June 7, 2010, by and between Tennenbaum Opportunity
Fund, LLC and the Borrower.



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               “Consolidated Cash Flow” shall mean for any period, the Cash Operating Receipts
minus the Cash Operating Disbursements for such period.



               “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such
period, before deducting therefrom (i) consolidated interest expense of the Borrower, its
Subsidiaries (other than the Trico Supply Group) and the Mexican JV for such period, (ii) provision
for taxes based on income that were included in arriving at Consolidated Net Income for such
period, (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,
(iv) one time Restructuring Costs amortized in such period; and (v) expenses incurred in connection
with stock based compensation; 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; provided,
further, that the calculation of Consolidated EBITDA shall exclude any and all non-cash
gains and losses in connection with embedded derivatives related to the Senior Notes.



               “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the
Borrower, its Subsidiaries (other than the Trico Supply Group) and the Mexican JV for such period,
determined on a consolidated basis (after any deduction for minority interests), provided
that (i) 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 (ii) 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.



               “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



-6-









 




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.




               “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.



               “Convertible Debenture Holder” shall mean a holder of the Convertible Debentures.



               “Convertible Debentures” shall mean the 3.00% Senior Convertible Debentures of the
Borrower, due 2027, dated February 7, 2007 (as the same may be amended, restated, supplemented or
otherwise modified from time to time pursuant to Section 10.18).



               “Convertible Debenture Forbearance Agreement” shall have the meaning provided in
Section 11.04.



               “Converting Loans” shall have the meaning provided in Section 2.01A.



               “Credit Documents” shall mean this Agreement (including the Guaranty), each Note, each
Security Document, the Intercreditor Agreement, 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 the Loans or a Funds Release.



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



               “Credit Party Account” shall mean any Dollar-denominated account that is (i) in the
name of the Borrower, Trico Assets, Trico Operators or Trico Marine International, Inc and (ii)
subject to a Deposit Account Control Agreement.



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



               “Deposit Account Control Agreement” shall mean that certain Amended and Restated
Control Agreement Regarding Deposit Accounts, dated as of the date hereof, among Trico Assets,
Trico Operators, the Collateral Agent and Nordea Bank Finland plc, New York Branch, as deposit
account bank..



               “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



-7-









 




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.




               “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.



               “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.



-8-









 





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



               “Eurodollar Rate” shall mean with respect to each Interest Period for a 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 Reuters Screen LIBOR01 Page (or successor or
substitute therefor), 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 Loan, if less than three Business Days’ prior
notice of such 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.



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



               “Existing Credit Agreement” shall have the meaning provided in the recitals.



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



               “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



-9-









 




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 10.07, 10.08, and 10.09.



               “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.



               “Funds Flow Memo” shall mean (i) the Existing Lender Closing Funds Flow Memo among
the Borrower, the Prior Administrative Agent, the Previous Lenders and the Tennenbaum Lenders
entered into in connection with the Amendment and Restatement Effective Date and (ii) the Closing
Funds Flow Memo among the Borrower and the Tennenbaum Lenders entered into in connection with the
Amendment and Restatement Effective Date.



               “Funds Release” shall have the meaning provided in Section 7.



               “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 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



-10-









 




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.




               “Guarantor” shall mean each direct or indirect Subsidiary of the Borrower, excluding
the Trico Supply Group, but including, without limitation: Trico Assets, Trico Operators, Trico
Marine International, Inc., Trico Marine Services (Hong Kong) Limited, Coastal Inland Marine
Services Ltd., Servicios de Apoyo Maritimo de Mexico, S. de R.L. de C.V., Trico Servicos Maritimos
Ltda, Trico Marine Cayman, L.P., Trico Holdco, LLC, Trico International Holdings B.V. and Trico
Marine International Holdings B.V.



               “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).



               “Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of May 14,
2009, by and among the Collateral Agent, the Second-Lien Notes Collateral Agent, the Borrower and
the Original Guarantors.



               “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.



               “Junior Financing” shall have the meaning specified in Section 10.18.



               “Junior Financing Documentation” shall mean any documentation governing any
Junior Financing.



               “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).



               “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).



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



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



-12-









 





               “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 (i) a material adverse effect (w) on the rights
or remedies of the Lenders, (x) on 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, or (ii) a “Material Adverse Effect” as defined in the Second-Lien
Notes Collateral Documents.



               “Maturity Date” shall mean December 31, 2011.



               “Mexican JV” shall mean Naviera Mexicana de Servicios, S. de R.L. de C.V.



               “Monthly Payment Date” shall mean the last Business Day of each calendar month
occurring after the Amendment and Restatement 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. On the Amendment and Restatement
Effective Date, Mortgaged Vessels are the Vessels set forth in Schedule XIV hereto.



               “Net Cash Proceeds” shall mean, with respect to any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a promissory note,
receivable or otherwise, but only as and when received) received by the Borrower or any of its
Subsidiaries from such Asset Sale net of:



               (a) all out-of-pocket expenses and fees relating to such Asset Sale (including legal,
accounting and investment banking fees and sales commissions);



               (b) taxes paid or payable in connection with such Asset Sale; and



               (c) amounts (i) used to repay Indebtedness that is required to be repaid or otherwise required
to be retained or identified for the benefit of a lender, or (ii) by which any commitment for
revolving indebtedness is required to be permanently reduced, each in connection with such Asset
Sale (other than mandatory repayments under the Second-Lien Notes Documentation or repayments or
commitment reductions under this Agreement).



               “New Loans” shall have the meaning provided in Section 2.01A.



               “New Trico Shipping Working Capital Facility” shall mean that certain Credit
Agreement, dated as of October 30, 2009, among Trico Marine Cayman, LP, Trico Holdco, LLC, Trico
Supply AS, the subsidiary guarantors listed therein, Trico Shipping AS, as borrower, the lenders
party thereto from time to time and Nordea Bank Finland plc, New York Branch, as administrative
agent, providing for the extension of a working capital facility to the Borrower in



-13-









 




the initial principal amount of $33,000,000, and all other documents, instruments and
agreements executed and delivered in connection with the New Trico Shipping Working Capital
Facility, including but not limited to the TMS Guaranty (as defined therein) by the Borrower and
the related Security Documents (as defined therein).




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



               “Notice of Borrowing” shall mean the borrowing notice given by the Borrower to the
Administrative Agent at the Notice Office on or before the Amendment and Restatement Effective Date



               “Notice Office” shall mean the office of the Administrative Agent located at 2951
28th Street, Suite 1000, Santa Monica, CA 90405, 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 or any Lender pursuant to the terms of this Agreement or any other Credit Document.



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



               “Operating Accounts” shall mean all deposit accounts of the Credit Parties other than
the Blocked Account.



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



               “Original Guarantors” shall mean Trico Assets and Trico Operators.



               “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.



               “Parent Company Liens” shall mean, collectively, the Liens on the Capital Stock of
Trico Holdco LLC and the Trico Marine Cayman Intercompany Loan and the assets of Trico Marine
Cayman, L.P. and Trico Holdco LLC.



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



               “Payment Office” shall mean the office of the Administrative Agent located at 2951
28th Street, Suite 1000, Santa Monica, CA 90405, 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 outstanding Loans of such Lender at such time and the
denominator of which is the total outstanding Loans at such time.



-14-









 





               “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 mean that certain Second Amended and Restated
Pledge and Security Agreement, dated as of the date hereof, by and among the Borrower, the Original
Guarantors and the Collateral Agent.



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



               “Previous Lenders” shall have the meaning provided in Section 15.03.



               “Prime Rate” shall mean the rate which the Administrative Agent announces from time to
time as the 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. A Lender may make commercial loans or other loans at rates
of interest at, above or below the Prime Rate.



               “Prior Administrative Agent” shall mean Nordea Bank Finland plc, New York Branch, as
administrative agent under the Existing Credit Agreement.



               “Projections” shall mean the detailed projected consolidated financial statements of
the Borrower and its Subsidiaries provided to the Tennenbaum Lenders in connection with the
Amendment and Restatement Effective Date and 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.



-15-









 





               “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.



               “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.



               “Releasees” shall have the meaning provided in Section 14.19.



               “Releasors” shall have the meaning provided in Section 14.19.



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



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



               “Required Insurance” shall have the meaning specified in Section 15.06.



               “Required Lenders” shall mean Lenders the outstanding principal amount of whose Loans
represent an amount greater than 50% of the aggregate outstanding principal amount of all Loans.



               “Restructuring Costs” shall mean the fees, costs and expenses incurred by the Credit
Parties in connection with the restructuring efforts of the Borrower and its Subsidiaries
(including preparation for a bankruptcy filing, pursuit of an out-of-court restructuring and the
negotiation and execution of forbearance agreements and financing arrangements for the Borrower and
its Subsidiaries) in an aggregate amount not to exceed $7,500,000.



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



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



               “Second-Lien Note Holder” shall mean a holder of Second-Lien Notes.



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               “Second-Lien Notes” shall mean the 8.125% Secured Convertible Debentures of the
Borrower, due 2013, dated as of May 14, 2009 (as the same may be amended, restated, supplemented or
otherwise modified from time to time pursuant to Section 10.18), in an initial aggregate principal
amount of $202,812,000 (as such amount may be reduced from time to time pursuant to prepayments,
redemptions or repurchases permitted by Section 10.05).



               “Second-Lien Notes Collateral” shall mean each of the following assets of the Borrower
or the Grantors with respect to which a Lien is granted (or purported to be granted) as security
for the Second-Lien Obligations (as defined in the Intercreditor Agreement) under the Second-Lien
Notes Documentation (as in effect on the Amendment and Restatement Effective Date): (i) each of the
M/V Big Blue River, the M/V Elm River, the M/V Trico Mystic, the M/V Trico Moon, the M/V Palma
River, the M/V Buffalo River, the M/V Powder River, the M/V Roe River, the M/V Truckee River, the
M/V Suwannee River, the M/V Oak River and the M/V Trinity River, all of which are owned by Trico
Assets, (ii) insurance proceeds assigned by Trico Assets pursuant to second-lien assignments of
insurance for each of the M/V Big Blue River, the M/V Elm River, the M/V Trico Mystic, the M/V
Trico Moon, the M/V Palma River, the M/V Buffalo River, the M/V Powder River, the M/V Roe River,
the M/V Truckee River, (iii) earnings assigned by Trico Assets pursuant to second-lien assignments
of earnings for each of the M/V Big Blue River, the M/V Elm River, the M/V Trico Mystic, the M/V
Trico Moon, the M/V Palma River, the M/V Buffalo River, the M/V Powder River, the M/V Roe River,
the M/V Truckee River, (iv) charters assigned by Trico Assets pursuant to second-lien assignments
of charters for each of the M/V Big Blue River, the M/V Elm River, the M/V Trico Mystic, the M/V
Trico Moon, the M/V Palma River, the M/V Buffalo River, the M/V Powder River, the M/V Roe River,
the M/V Truckee River, (v) the Trico Supply Intercompany Loan Documentation, (vi) the issued and
outstanding equity interests in (a) Trico Assets and Trico Operators and (b) any other Domestic
Subsidiary at any time owned, directly or indirectly, by the Borrower which owns, directly or
indirectly, interests in Trico Assets or Trico Operators, and (vii) other than the Excluded
Second-Lien Collateral (as defined in the Intercreditor Agreement), any other assets or property of
any Credit Party with respect to which a Lien is granted (or purported to be granted) as security
for the Second-Lien Obligations (as defined in the Intercreditor Agreement) (to the extent that
such Collateral also constitutes First-Lien Collateral (as defined in the Intercreditor
Agreement)).



               “Second-Lien Notes Collateral Agent” shall mean the “Trustee” as defined in the
Second-Lien Notes Indenture and any successor thereto.



               “Second-Lien Notes Collateral Documents” shall mean the “Security Documents” as
defined in the Second-Lien Notes Indenture.



               “Second-Lien Notes Documentation” shall mean the Second-Lien Notes, the Second-Lien
Notes Collateral Documents and all other documents, instruments and agreements executed and
delivered in connection with the Second-Lien Notes, including the Second-Lien Notes Indenture.



               “Second-Lien Notes Forbearance Agreement” shall have the meaning provided in Section
11.14(a).



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               “Second-Lien Notes Indenture” shall mean the Indenture pursuant to which the
Second-Lien Notes, dated as of May 14, 2009 have been issued.



               “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 the Pledge and Security Agreement, each Assignment of
Earnings, each Assignment of Insurances, each Assignment of Charters, each Vessel Mortgage, the
Blocked Account Agreement, the Deposit Account Control Agreement and, after execution and delivery
thereof, each additional security document delivered pursuant to Section 9.11.



               “Senior Notes” shall mean the Convertible Debentures and the Second-Lien Notes.



               “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.



               “Tennenbaum Lenders” means Special Value Continuation Partners, LP, Tennenbaum
Opportunities Partners V, LP and Tennenbaum DIP Opportunity Fund, LLC.



               “Test Period” shall mean each relevant test period as set forth in Section 10.08.



               “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.



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



               “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 Assets” shall mean Trico Marine Assets, Inc., a Delaware corporation.




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          “Trico Cayman” shall mean Trico Marine Cayman, L.P.




          “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.




          “Trico Operators” shall mean Trico Marine Operators, Inc., a Louisiana corporation.




          “Trico Shipping Senior Secured Notes” shall mean Trico Shipping AS’s 117/8%
Senior Secured Notes due November 1, 2014, issued pursuant to the Senior Secured Note Indenture.




          “Trico Shipping Senior Secured Notes Documents” shall mean the Trico Shipping Senior
Secured Notes and all other documents, instruments and agreements executed and delivered in
connection with the Trico Shipping Senior Secured Notes, including, but not limited to, the Trico
Shipping Senior Secured Notes Indenture.




          “Trico Shipping Senior Secured Notes Indenture” shall mean the Indenture, dated as of
October 30, 2009, pursuant to which the Trico Shipping Senior Secured Notes, have been issued.




          “Trico Supply” shall mean Trico Supply AS.




          “Trico Supply Group” shall mean Trico Supply and its Subsidiaries.




          “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.




          “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.




          “Vessel” shall mean sea going vessels and tankers.




          “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.




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          “Vessel Owning Subsidiary” shall mean any Subsidiary of the Borrower that owns a
Mortgaged Vessel.




          “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.




          “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.



               2.01A Loan Conversion and Commitments. On the Amendment and Restatement Effective
Date, subject to the terms and conditions set forth herein (a) all loans outstanding on such date
under the Existing Credit Agreement shall be converted from revolving loans to term loans (the
“Converting Loans”) and (b) each Lender agrees, severally and not jointly, to make an
additional loan to the Borrower (the “New Loans” and, together with the Converting Loans,
the “Loans”) in a principal amount so that (i) the principal amount of such Lender’s Loans
equal such Lender’s Commitment and (ii) the aggregate principal amount of all Loans equals the
Total Commitment. Amounts paid or prepaid in respect of the Loans may not be reborrowed.
Notwithstanding anything herein to the contrary, on and after the Amendment and Restatement
Effective Date, the Loans shall no longer be revolving and any and all terms in connection with and
with respect to revolving loans contained herein shall be of no further force and effect.



               2.01 [Intentionally Omitted].



               2.02 [Intentionally Omitted].



               2.03 [Intentionally Omitted].



               2.04 Disbursement of Funds. On the Amendment and Restatement Effective Date, each
Lender will make available and fund its pro rata portion of the New Loans in
immediately available funds as specified in the Funds Flow Memo.



               2.05 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on,
the Loans made by each Lender shall be evidenced in the Register maintained by the



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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 “Note” and, collectively, the “Notes”).




          (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the Lender or its
registered assigns and be dated the Amendment and Restatement Effective Date (or, in the case of
Notes issued after the Amendment and Restatement Effective Date, be dated the date of the issuance
thereof), (iii) be in a stated principal amount equal to the outstanding Loans of such Lender at
such time and be payable in the principal amount of the 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 Loan made by it and each
payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the
reverse side thereof the outstanding principal amount of 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 Loans.




          (d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere
in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request
the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its
Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay
the 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 Note evidencing its outstanding 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 Note to evidence any of its Loans, the Borrower shall (at its expense) promptly
execute and deliver to the respective Lender the requested Note in the appropriate amount or
amounts to evidence such Loans.




               2.06 [Intentionally Omitted].



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



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time to time during such Interest Period plus the greater of (i) the Eurodollar Rate
for such Interest Period and (ii) 2.50%.




               (b) Overdue principal and, to the extent permitted by law, overdue interest in respect of each
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 Loans (or, if such overdue
amount is not interest or principal in respect of the Loans, 2%
per annum in excess of the rates
then applicable to 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 Loans shall be payable in arrears
on each Monthly Payment Date, 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 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. All Interest Periods applicable to the New Loans shall
be one-month Interest Periods. On the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan, 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 or such other period as
may be agreed by the Lenders (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 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;




     (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;



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     (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 three months may be selected at any time
when an Event of Default is then in existence; and




     (vi) no Interest Period in respect of any Borrowing shall be selected which
extends beyond the Maturity Date.



          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 Loans as provided above, the Borrower shall be deemed
to have elected a one month Interest Period to be applicable to such 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 Amendment and Restatement 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 Amendment and Restatement Effective Date affecting
such Lender or the interbank Eurodollar market or the position of such Lender in such
market; or




     (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,



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(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 Amendment and Restatement 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, 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).




          (b) [Intentionally Omitted].




          (c) If any Lender determines that after the Amendment and Restatement 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 Loans 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.




               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



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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 Loans, or assignment of any of its 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 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 Loans 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. (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 (collectively, the “Replacement Lender”) and each of whom
shall be required to be reasonably acceptable to the Administrative Agent, provided that:




     (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
outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to 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 Loans of
the Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, Fees
owing to the Replaced Lender pursuant to Section 4.01; 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






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Replacement Lender, delivery to the Replacement Lender of the appropriate 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.




               2.14 Obsidian Agency Services as Administrative Agent. Notwithstanding anything to
the contrary set forth in this Agreement or any other Loan Document, at any time that Obsidian
Agency Services, Inc. serves as the Administrative Agent hereunder, (a) the Lenders shall directly
fund the Loans to the Borrower, (b) each Lender shall provide wire instructions to the Borrower
with respect to payments to be received from the Borrower hereunder and the Borrower shall directly
make any payments required or permitted hereunder to the Lenders and (c) neither the Lenders nor
the Borrower shall remit any funds to the Administrative Agent to forward to another party
hereunder.



                    SECTION 3. [Intentionally Omitted].



                    SECTION 4. Commitment Commission; Reductions of Commitment.



               4.01 Fees. (a) [Intentionally Omitted].



          (b) [Intentionally Omitted].




          (c) [Intentionally Omitted].




          (d) [Intentionally Omitted].




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




          (f) All fees shall be based on a 360-day year and actual days elapsed, as applicable.




          (g) [Intentionally Omitted].




               4.02 [Intentionally Omitted].



               4.03 Termination of Commitments. The Commitments of each Lender shall automatically
terminate upon the making of the Loans on the Amendment and Restatement Effective Date.



                    SECTION 5. Prepayments; Payments; Taxes.



               5.01 Voluntary Prepayments. (a) The Borrower shall have the right to prepay the
Loans, without premium or penalty (other than payments required under documents referred



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to in Section 4.01(e)), in whole or in part at any time and from time to time on the following
terms and conditions:





     (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 Loans, the amount of such
prepayment and the specific Borrowing or Borrowings pursuant to which such 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 Loans made pursuant to any Borrowing shall
reduce the outstanding 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 Loans made
pursuant to a Borrowing shall be applied pro rata among such Loans.



          (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 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 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 the first Business Day following receipt of any
Net Cash Proceeds from Asset Sales, the Borrower shall deposit such Net Cash Proceeds into the
Blocked Account, other than Net Cash Proceeds from Asset Sales permitted by Section 10.02(iv), (v),
(vi), (viii), (x), (xiii) or (xiv). Notwithstanding the previous sentence or any other provisions
of this Agreement (i) Net Cash Proceeds from Asset Sales by the Mexican JV and distributions on
account of any equity interest in the Mexican JV that are received following the Amendment and
Restatement Effective Date shall be applied as follows: (A) the first $8,000,000 in the aggregate
of all such Net Cash Proceeds may, at the option of the Required Lenders, be applied as a repayment
of the outstanding Loans, deposited into the Blocked Account or a combination of both, (B) the next
$5,000,000 in the aggregate of all such Net Cash Proceeds shall be deposited into the Blocked
Account, and (C) thereafter, 50% of all such Net Cash Proceeds may, at the option of the Required
Lenders, be applied as a repayment of the outstanding Loans, deposited into the Blocked Account or
a combination of both, and the



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remaining 50% of all such Net Cash Proceeds (such proceeds, the “Borrower Excess
Proceeds”) shall be deposited into the Blocked Account, and (ii) unless deposited into the
Blocked Account, the Net Cash Proceeds from the Asset Sales permitted by Section 10.02(xiii) shall
only be used to fund the operations of the Credit Parties in Nigeria or otherwise held in Nigeria.
Any amount deposited into the Blocked Account (other than amounts deposited under clause (B) above
and the Borrower Excess Proceeds) may, at any time after such deposit, at the option of the
Required Lenders, be applied as a repayment of the outstanding Loans.




          (b) With respect to each repayment of Loans required by this Section 5.02, the Borrower may
designate the specific Borrowing or Borrowings pursuant to which such 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 Loans with Interest
Periods ending on such date of required repayment have been paid in full and (ii) each repayment of
any Loans comprising a Borrowing shall be applied pro rata among such 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 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 Note shall be the obligation of the Borrower
and (ii) all payments under this Agreement and under any Note shall be made to 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 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 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, (i) 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, (ii) 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



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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 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 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.




          (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 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 Note. In addition, each Foreign Lender agrees that from time to time after the Amendment
and Restatement 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






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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 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 Amendment and Restatement 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.




          (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






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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.




                    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; 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 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 therein.



               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,






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such documents and papers, where appropriate, to be certified by proper corporate or
governmental authorities.




               6.06 [Intentionally Omitted](i) .



               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,
which historical financial statements and projections shall be in form and substance reasonably
satisfactory to the Administrative Agent.



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



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                    SECTION 7. Conditions Precedent to Funds Release. Any release of funds from the
Blocked Account to or on behalf of the Borrower (each such release, a “Funds Release”), is
subject, at the time of each such Funds Release, to the satisfaction of the following conditions:



               7.01 No Default; Representations and Warranties. At the time of each Funds Release
and also after giving effect thereto (i) there shall exist no Default or Event of Default, (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 Funds Release (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), (iii) absent the
requested Funds Release, the aggregate amount on deposit in the Operating Accounts shall be less
than $1,000,000 within one Business Day of the requested date of such Funds Release and (iv) not
more than two Funds Releases have been made in any calendar week.



               7.02 Request for Funds Release. Prior to any Funds Release, the Administrative Agent
shall have received a request for Funds Release in the form attached hereto as Exhibit A
from the Borrower, which request shall set forth the following:




     (a) the amount of the funds requested to be released pursuant to such Funds Release,
and




     (b) the date of such requested Funds Release.



               7.03 Funds Release in Accordance with Budget. Prior to any Funds Release, the
Administrative Agent shall have reasonably determined that the release of the requested funds is in
accordance with the provisions of the Budget.



          The occurrence of the Amendment and Restatement Effective Date and the acceptance of the
benefits of each Funds Release 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 15
(with respect to Credit Events and the Funds Release occurring on the Amendment and Restatement
Effective Date) and in this Section 7 (with respect to each Funds Release occurring on or after the
Amendment and Restatement Effective Date) and applicable to such Funds Release have been satisfied
as of that time. All of the certificates and other documents and papers referred to in this
Section 7 shall be delivered to the Administrative Agent at the Notice Office.




                    SECTION 8. Representations, Warranties and Agreements. In order to induce the
Lenders to enter into this Agreement and to make the Loans 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 Amendment and Restatement Effective Date, all of which shall
survive the execution and delivery of this Agreement and the Notes and the making of the Loans,
with the occurrence of each Credit Event on or after the Amendment and Restatement 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



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Amendment and Restatement 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):




               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



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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.




               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, 2009, and the consolidated balance sheet of the
Borrower and its Subsidiaries for the Borrower’s fiscal quarter ended on March 31, 2010 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 Amendment and Restatement 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 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 Amendment and Restatement 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 Amendment and Restatement 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 Amendment and Restatement Effective Date, the Projections which have been
delivered to the Administrative Agent and the Lenders prior to the Amendment and Restatement
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 June 7, 2010, 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) All proceeds of all Loans shall be
used (x) to pay fees and expenses incurred in connection with the Transaction, (y) to fund cash
collateral accounts in respect of the letters of credit issued pursuant to the Existing Credit
Agreement (but only up to 105% of the stated amount thereof) and (z) for 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 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



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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).




               8.10 Compliance with ERISA. (a) Schedule III sets forth, as of the
Amendment and Restatement 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 (or, in the case of the Blocked Account Agreement, the Administrative 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 filings or recordings which shall have been made on or prior to the Amendment
and Restatement Effective Date.



               8.12 Subsidiaries. On the Amendment and Restatement 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 Amendment and Restatement 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






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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.




          (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



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Borrower and its Subsidiaries as of the Amendment and Restatement 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 Amendment and Restatement Effective
Date, the Borrower is not the obligor in respect of any Intercompany Loan.




               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, registered owner, official number,
and jurisdiction of registration and flag of each Mortgaged Vessel are set forth on Schedule
XIV hereto. 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.



               8.25 Mexican JV.




     (a) Trico Operators owns a 49% interest in the Mexican JV.




     (b) For any fiscal year of the Mexican JV in which the Mexican JV declares a profit,
the holders of equity in the Mexican JV other than Trico Operators are only



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entitled to receive $100, and Trico Operators is entitled to receive all additional
distributions from the Mexican JV (not including existing payments made by the Mexican JV to
the holders of equity in the Mexican JV other than Trico Operators on a per day per vessel
basis, consistent with past practices, which shall be in an amount not to exceed $850,000
during any one year period during the term of the this Agreement.




     (c) Trico Operators has an option to purchase all of the equity interest in the Mexican
JV other than the interest owned by Trico Operators for a purchase price of $685,000 during
calendar year 2010.




     (d) Trico Operators has the legal right to control the timing and amount of all
distributions paid with respect to the equity of the Mexican JV.



               8.26 Status of Obligations. The Obligations constitute “First-Lien Obligations” as
defined in the Intercreditor Agreement and “Senior Permitted Indebtedness” as defined in the
Second-Lien Notes Indenture.



                    SECTION 9. Affirmative Covenants. The Borrower hereby covenants and agrees that on
and after the Original Effective Date and until no Notes are outstanding and all 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) (i) Monthly Financial Statements. Within 30 days after the close of each
fiscal month of the Borrower, the consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries (provided, that, for purposes of the consolidating
financial statements, the Trico Supply Group will be treated as a single group) as at the
end of such monthly accounting period and the related consolidated and consolidating
statements of income and retained earnings and statement of cash flows for such monthly
accounting period, in each case setting forth comparative figures for the corresponding
monthly accounting period in the prior fiscal year and comparable budgeted figures for such
monthly accounting period as set forth in the respective budget delivered pursuant to
Section 9.01(d) or as of the Amendment and Restatement Effective Date, 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.




     (ii) 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



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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) or as of the Amendment and
Restatement Effective Date, 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.




          (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; Cash Flow Forecast.





          (A) 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,
which shall include key operating assumptions, EBITDA projections and debt and cost
projections.




          (B) No later than Thursday of each calendar week, based on information available, and
projections made, as of the last Business Day of the immediately preceding



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calendar week, (i) an updated Budget, (ii) an updated cash flow projection for the
13-week period beginning on the calendar week in which such projection is due, which
projection shall include a variance report describing in reasonable detail the variance(s)
in actual cash flow from projected cash flow for the week ended on such last Business Day,
and (iii) a report reflecting the amounts on deposit in each Operating Account as of such
last Business Day.



          (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 month, 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 Amendment and Restatement 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.




          (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




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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.




          (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




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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.



               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,



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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.



               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,



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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.



               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



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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) (i) The Borrower will cause each direct or indirect 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. (other than Trico Holdco, LLC), or any
Collateral Vessel, in each case, promptly following such Subsidiary’s acquisition of such interest
to execute and deliver a counterpart to the Intercreditor Agreement (if applicable), the Guaranty
and the Pledge and Security Agreement (or, if requested by the Administrative Agent, a joinder
agreement in respect of the Intercreditor Agreement (if applicable), 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, in each case to the reasonable satisfaction of the
Administrative Agent.





          (ii) The Borrower will cause each direct or indirect Subsidiary of the Borrower that
has not executed the applicable Credit Documents as a Guarantor (other than the Trico Supply
Group), including, without limitation, any new direct or indirect Subsidiary of the Borrower
formed or acquired after the Amendment and Restatement Effective Date, to execute and
deliver a counterpart to the Guaranty 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), 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)), if
requested by the Administrative Agent, 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 Intercreditor Agreement (if applicable),
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






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Borrower or such Subsidiary owned such Mortgaged Vessel on the Amendment and Restatement
Effective Date.




          (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) [Intentionally Omitted]




          (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 the proceeds of the Loans only as
provided in Section 8.08. All proceeds of the Loans made on the Amendment and Restatement
Effective Date, net of the amounts contemplated in Section 8.08(a)(x) and (y) that are actually so
used on the Amendment and Restatement Effective Date, shall be deposited into the Blocked Account
and shall released only in accordance with Section 7.



               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 Cyprus, Malta, Norway, England, Bahamas, Vanuatu, Dominica, Mexico, the United States
or any other jurisdiction acceptable to the Required Lenders; provided that (x) only the
Mortgaged Vessels registered under the laws and flag of Vanuatu and Mexico on the Amendment and
Restatement Effective Date shall be permitted to be registered under the laws and flag of either
such jurisdiction and (y) the Borrower will not, and will not permit any of its Subsidiaries to,
change the flag of any Mortgaged Vessel from the flag of such Mortgaged Vessel on the Amendment and
Restatement Effective Date without the prior written consent of the Required Lenders (such consent
not to be unreasonably withheld).



          (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.




               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



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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.




               9.16 Mexican JV Option. Promptly after any such change, the Borrower shall, or shall
cause Trico Operators to, provide written notice to the Administrative Agent of the change in the
exercise price of the option of Trico Operators to purchase the remaining equity interest in the
Mexican JV, which notice shall set forth the effective date of such change and the new exercise
price.



               9.17 [Intentionally Omitted].



               9.18 Notice of Asset Sales. At least one (1) Business Day prior to the consummation
of any Asset Sale other than Asset Sales permitted by Section 10.02(iv), (v), (vi), (viii) or (x),
the Borrower shall deliver to the Administrative Agent a written notice (the “Asset Sale
Notice”) which shall include (A) a reasonable description of the Asset Sale, including, without
limitation, the assets in such Asset Sale and whether such assets include any Collateral, (B) the
gross cash proceeds of such Asset Sale, (C) the Net Cash Proceeds (including reasonable detail with
respect to the calculations related thereto), (D) the date of the expected consummation of the
Asset Sale and (E) if the Administrative Agent is required to release any Collateral with respect
to such Asset Sale, any required release documentation with respect to the Collateral to be
executed by the Administrative Agent and released to the Company after either (I) the Net Cash
Proceeds from such sale have been delivered to the Administrative Agent or (II) the Administrative
Agent has received evidence reasonably satisfactory to the Administrative Agent that the Net Cash
Proceeds from such sale will be delivered to the Administrative Agent directly by the purchaser of
such assets in such Asset Sale on the date of the consummation of such Asset Sale.



               9.19 Payments on Second-Lien Notes. The Borrower shall make all payments on the
Second-Lien Notes in shares of its Capital Stock to the maximum extent permitted under the
Second-Lien Notes Documentation.



               9.20 Direct Deposits into Blocked Account. Subject to Section 5.02(a), all
distributions made by Eastern Marine Services Limited (Hong Kong) or the Mexican JV to any Credit
Party shall be made directly into the Blocked Account.



               9.21 Borrower Cooperation in Connection with Agency Transfer. In connection with the
transfer of the role of the Collateral Agent pursuant to the provisions of Section 12.13, the
Borrower agrees that it shall furnish, at the Borrower’s expense, additional releases of
Collateral, amendment or termination statements and such other opinions, documents, instruments and
agreements as are customary and may be reasonably requested by the successor Collateral Agent
appointed in accordance with Section 12.13 (the “Successor Collateral Agent”) in connection
with the transfer of the role of Collateral Agent.



                    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 no Notes are outstanding and all Loans, together with interest, Fees and all



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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;




     (iii) Liens in existence on the Amendment and Restatement Effective Date which are
listed, and the property subject thereto described, in Schedule VIII;




     (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(iii), provided that, (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 upon Real Property, equipment, machinery or vessels (including, in each
case, any accounts receivable and other general intangibles associated therewith) of the
Trico Supply Group acquired or constructed after the Original Effective Date and used in the
ordinary course of business of the Trico Supply Group and placed at the time



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of the acquisition or construction thereof by 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 Trico Supply Group 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;




     (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;



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




     (xiv) 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;




     (xv) Liens on property or assets of the Trico Supply Group 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;




     (xvi) Liens on property or assets of the Trico Supply Group 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 Trico Supply in good faith) not to exceed at
any time the amount referenced above in this clause (xvi);




     (xvii) Liens on the Second-Lien Notes Collateral created pursuant to the Second-Lien
Notes Documentation and subject to the terms of the Intercreditor Agreement;




     (xviii) Liens on assets of Trico Supply and its Subsidiaries and Parent Company Liens
securing the New Trico Shipping Working Capital Facility provided that the aggregate
principal amount of the Indebtedness secured thereunder shall not exceed $65,000,000, at any
one time outstanding; provided further that the aggregate principal amount
of Indebtedness secured by Liens permitted by this clause (xviii) and clause (xix) below
shall not exceed $465,000,000 at any one time outstanding;




     (xix) Liens on assets of Trico Supply and its Subsidiaries and Parent Company Liens
securing the Trico Shipping Senior Secured Notes Documents; provided that the
aggregate principal amount of the Indebtedness secured thereunder shall not exceed at any
one time outstanding $465,000,000 less the aggregate principal amount of the senior notes
issued thereunder which are redeemed, repurchased or otherwise retired; provided
further that that the aggregate principal amount of Indebtedness secured by Liens
permitted by clause (xviii) above and this clause (xix) shall not exceed $465,000,000 at any
one time outstanding;




     (xx) Liens relating to the cash collateralization of letters of credit issued under the
Existing Credit Agreement and permitted under Section 10.04(xix); and




     (xxi) Liens on cash or Cash Equivalents of the Trico Supply Group to cash collateralize
letters of credit in a stated amount not to exceed $15,000,000.


In connection with the granting of Liens described in clause (v) 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






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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) [Intentionally Omitted];




     (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 Trico Supply Group 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 applicable member of the Trico Supply Group) 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 member of Trico Supply Group 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 Trico Supply Group (as shown on Trico Supply’s or the relevant
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;




     (iv) any Subsidiary of the Borrower may lease (as lessee) or license (as licensee) real
or personal property pursuant to leases or licenses, as applicable, in existence as of the
Amendment and Restatement Effective Date or in the ordinary course of business consistent
with past practices (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



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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 or any Guarantor, so long as (x) 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, (y) except as provided in
preceding clause (x), 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, 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;




     (ix) any Foreign Subsidiary of the Trico Supply Group may sell or otherwise transfer
all or any part of its business, properties or assets to any Wholly-Owned Foreign Subsidiary
of the Trico Supply Group;




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




     (xi) any Subsidiary in the Trico Supply Group 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
(xi) does not exceed at any one time outstanding $4,000,000; and




     (xii) sales, transfers, leases or other dispositions of assets by the Trico Supply
Group 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 (xii) shall not exceed during any fiscal year $5,000,000;




     (xiii) Trico Assets may sell the vessel M/V Big Blue River; and



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     (xiv) Certain installment sale arrangements between Trico Assets and the Mexican JV
existing on the Amendment and Restatement Effective Date and list on Schedule XVIII shall be
permitted.


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).



Notwithstanding anything to the contrary herein, Trico Operators shall not convey, sell or
otherwise dispose of all or any portion of its equity interest in the Mexican JV or its right to
acquire any equity interest in the Mexican JV, in each case, without the prior written consent of
the Lenders.




               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 the Borrower or to any
Wholly-Owned Subsidiary of the Borrower;




     (ii) [Intentionally Omitted]; and




     (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.




     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) [Intentionally Omitted];




     (iii) Existing Indebtedness listed on Schedule V;




     (iv) Indebtedness of any Subsidiary in the Trico Supply Group evidenced by Capitalized
Lease Obligations, provided that (x) at the time of, and after giving effect



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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 any Subsidiary in the Trico Supply Group described
in Section 10.01(vi), provided that no Default or Event of Default exists at the
time of the incurrence thereof and after giving effect thereto and after giving effect
thereto;




     (vi) unsecured Indebtedness of the Trico Supply Group, provided that no Default
or Event of Default exists at the time of the incurrence thereof and after giving effect
thereto;




     (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 obligations of
their Subsidiaries under operating leases entered into in the ordinary course of business;




     (ix) 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 of the Borrower under the Senior Notes; provided that the
aggregate principal of (x) the Second-Lien Notes shall not exceed at any one time
outstanding $202,800,000 less the amount thereof redeemed, repaid or repurchased after the
Amendment and Restatement Effective Date and (y) the 3.00% Senior Convertible Debentures
shall not exceed at any one time outstanding $150,000,000 less the amount thereof redeemed,
repaid or repurchased after the Amendment and Restatement Effective Date;




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




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




     (xiv) so long as no Default or Event of Default then exists or would result therefrom,
additional Indebtedness of the Trico Supply Group not to exceed $5,000,000



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in aggregate principal amount at any time outstanding, which Indebtedness shall be
unsecured;




     (xv) Indebtedness consisting of a subordinated non-recourse guarantee issued by the
Guarantors (and any additional Subsidiary that becomes a Guarantor after the Amendment and
Restatement Effective Date) for the benefit of the holders of Second-Lien Notes as credit
support for the Borrower’s obligations under the Second-Lien Notes Indenture;




     (xvi) Indebtedness under the New Trico Shipping Working Capital Facility;
provided that the aggregate principal amount of Indebtedness thereof shall not
exceed $65,000,000 at any one time outstanding; provided further that that
the aggregate principal amount of Indebtedness permitted by this clause (xvi) and clause
(xvii) below shall not exceed $465,000,000 at any one time outstanding;




     (xvii) Indebtedness under the Trico Shipping Senior Secured Notes Documents;
provided that the aggregate principal amount of Indebtedness thereof shall not
exceed at any one time outstanding $465,000,000 less the aggregate principal amount of the
senior notes issued thereunder which are redeemed, repurchased or otherwise retired;
provided further that that the aggregate principal amount of Indebtedness
permitted by clause (xvi) above and this clause (xvii) shall not exceed $465,000,000 at any
one time outstanding




     (xviii) Notwithstanding the foregoing, the guarantees of the Parent of the New Trico
Shipping Working Capital Facility and the Trico Shipping Senior Secured Notes Documents
shall be subordinated to the Obligations;




     (xix) Letters of credit issued under the Existing Credit Agreement and permitted to be
cash collateralized with the proceeds of the New Loans pursuant to Section 8.08(a)(y); and




     (xx) Letters of credit of the Trico Supply Group in a stated amount not to exceed
$15,000,000.



               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;



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     (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) (i) the Trico Supply Group 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;




     (vi) (x) the Borrower and its Subsidiaries may perform under Interest Rate Protection
Agreements to the extent permitted by Section 10.04(ii), (y) the Subsidiaries of the
Borrower may perform their obligations under Other Hedging Agreements entered into in the
ordinary course of business prior to the Amendment and Restatement Effective Date, and (z)
the Trico Supply Group 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 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); provided that
no Credit Party may make a Loan to any Subsidiary which is not Credit Party;




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




     (ix) the Trico Supply Group may hold Investments arising out of non-cash consideration
for the sale of assets permitted by Section 10.02(ii);




     (x) the Trico Supply Group may hold Investments permitted pursuant to Section 10.04;




     (xi) the Trico Supply Group may acquire equity interests in a Person which immediately
after such acquisition and the related transactions becomes a Subsidiary of



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the Trico Supply Group, provided that no Default or Event of Default exists at
the time thereof or after giving effect thereto;




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




     (xiii) [Intentionally Omitted]; and




     (xiv) the Borrower and its Subsidiaries may make cash capital contributions and/or
loans to joint ventures and other Subsidiaries of the Borrower with the written consent of
the Administrative Agent in each instance.



               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:




     (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 Amendment and Restatement 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 (other than the Trico Supply Group) to, make any Maintenance Capital
Expenditures, except that the Subsidiaries of the Borrower may make Maintenance



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Capital Expenditures in an amount not to exceed $2,000,000 in the aggregate during the term of
this Agreement.




               10.08 Minimum Consolidated EBITDA. The Borrower will not permit the Consolidated
EBITDA for the period beginning June 1, 2010 and ending on the last day of the month set forth
below to be less than the amount set forth below opposite such month:



	 	 	 
	 	 	Minimum Consolidated EBITDA (in
	Period Ended	 	millions)
	June 30, 2010
	 	($3.5)
	July 31, 2010
	 	($5.0)
	August 31, 2010
	 	($6.0)
	September 30, 2010
	 	($6.5)
	October 31, 2010
	 	($7.0)
	November 30, 2010
	 	($8.5)
	December 31, 2010
	 	($9.0)
	January 31, 2011
	 	($9.5)
	February 28, 2011
	 	($10.0)
	March 31, 2011
	 	($10.5)
	April 30, 2011
	 	($10.5)
	May 31, 2011
	 	($11.0)
	June 30, 2011 and each period thereafter
	 	($11.5)






               10.09 Minimum Consolidated Cash Flow. (i) The Borrower will not permit its
Consolidated Cash Flow for the period beginning on the Amendment and Restatement Effective Date or
the day immediately following the last day of the prior period, as applicable, and ending on the
date set forth below to be less than the amount set forth below opposite such end date:



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	 	 	Minimum Monthly
	 	 	Consolidated Cash Flow
	Trailing Four/Five Week Period Ending	 	(in millions)
	July 23, 2010
	 	($6.3)
	August 20, 2010
	 	($6.1)
	September 17, 2010
	 	($10.7)
	October 22, 2010
	 	($3.8)
	November 19, 2010
	 	($3.8)
	December 17, 2010
	 	($4.1)
	January 21, 2011
	 	$4.2
	February 18, 2011
	 	($3.8)
	March 18, 2011
	 	($4.4)
	April 22, 2011
	 	($1.3)
	May 20, 2011
	 	($3.3)
	June 17, 2011 and each trailing four/five week period thereafter
	 	($1.8)






          (ii) The Borrower will not permit its Consolidated Cash Flow for the period beginning on July
2, 2010 and ending on the date set forth below to be less than the amount set forth below opposite
such end date:




	 	 	 
	 	 	Minimum Cumulative Consolidated
	 	 	Cash Flow
	Cumulative Period Ending	 	(in millions)
	July 23, 2010
	 	($6.3)
	August 20, 2010
	 	($11.9)
	September 17, 2010
	 	($22.1)
	October 22, 2010
	 	($24.4)






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	 	 	Minimum Cumulative Consolidated
	 	 	Cash Flow
	Cumulative Period Ending	 	(in millions)
	November 19, 2010
	 	($26.6)
	December 17, 2010
	 	($28.7)
	January 21, 2011
	 	($22.5)
	February 18, 2011
	 	($24.2)
	March 18, 2011
	 	($26.6)
	April 22, 2011
	 	($25.9)
	May 20, 2011
	 	($27.1)
	June 17, 2011 and each period ending thereafter
	 	($26.9)






               10.10 [Intentionally Omitted].



               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
(other than the Trico Supply Group) 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;




     (ii) amend, modify or change any provision of the Trico Supply Intercompany Loan
Documentation, except for (x) 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 and (y) modifications to expressly subordinate any and all
payments arising under the Trico Supply Intercompany Loan Documentation to payments arising
under each of the Trico Shipping Senior Secured Notes Documents and New Trico Shipping
Working Capital Facility and (z) modifications to permit interest to accrue if Trico Supply
has insufficient funds available to make such interest payment, or such payment would result
in a default under other indebtedness of Trico Supply, and provide that any such accrued and
unpaid interest will be added to the principal amount thereof and accrue interest; or



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     (iii) prepay, discharge or forgive all or any portion of the Trico Supply Intercompany
Loan.



               10.12 [Intentionally Omitted]..



               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 Marine Cayman Intercompany Loan, the TMS Intercompany Indebtedness, the Trico Supply
Intercompany Loan Documentation, the Trico Shipping Senior Secured Notes Documentation (as in
effect on the Amendment and Restatement Effective Date) and the New Trico Shipping Working Capital
Credit Facility (as in effect on the Amendment and Restatement Effective Date), (iii) customary
provisions restricting subletting or assignment of any lease governing any leasehold interest of
the Borrower or any of its Subsidiaries which is in effect and outstanding on the Amendment and
Restatement Effective Date, (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 pursuant to
documentation in effect and outstanding on the Amendment and Restatement Effective Date, and (vi)
restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(iii) or (v).



               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 or (ii) any redeemable common stock or other redeemable common equity interests.



          (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, (iii) to qualify directors to the extent required by applicable law, or (iv)
issuances by Wholly-Owned Subsidiaries to the Borrower or another Wholly-Owned Subsidiary.




               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).



-64-









 





               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.



               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.



               10.18 Voluntary Prepayments, Etc. of Indebtedness. (a) The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, voluntarily prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it
being understood that payments of regularly scheduled principal and interest, fees and legal
expenses, as well as mandatory prepayments, including payments due upon asset sales, shall be
permitted) (i) the Senior Notes or (ii) any other Indebtedness that is required to be subordinated
to the Obligations pursuant to the terms of the Credit Documents (collectively, “Junior Financing”)
or make any payment in violation of any subordination terms of any Second-Lien Documentation or
other Junior Financing Documentation.



          (b) The Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, amend, modify or change any term or condition of any documentation related to the
Senior Notes, including, but not limited to the Second-Lien Notes Documentation, except as
expressly provided in Section 5.3 of the Intercreditor Agreement, or any other Junior Financing
Documentation.




               10.19 Collateral Maintenance. The Borrower will not permit the Aggregate Appraised
Value of the Mortgaged Vessels to equal less than 120% of the aggregate outstanding principal
amount of all Loans at any time.



                    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 Loan or any 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 Loan or 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, 9.16 or Section 10 or (ii) default in the due performance or



-65-









 




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 Second-Lien
Notes, any Indebtedness of the Trico Supply Group, 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 Second-Lien Notes, any Indebtedness of the Trico Supply Group, 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; provided, that it shall not be a Default or an
Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness
as described in the preceding clauses (i) through (ii) inclusive, is at least $1,000,000; provided
that if the Borrower has delivered to the Administrative Agent and the Lenders a fully executed
forbearance agreement (such forbearance agreement, the “Convertible Debenture Forbearance
Agreement”), in form and substance reasonably acceptable to the Lenders, from Convertible
Debentures Holders which hold not less than 51% of the outstanding principal amount of the
Convertible Debentures, then the Convertible Debentures shall be excluded from this Section 11.04;
or



               11.05 Bankruptcy, etc. Other than the commencement in the Bankruptcy Court for the
District of Delaware by any of the Borrower, Trico Operators, Trico Assets or Trico Cayman of 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”), the Borrower
or any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of 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



-66-









 




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 (or with respect to the security interest in the Blocked Account, the
Administrative 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 to the extent required by the Security Documents and the
Intercreditor Agreement (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



               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
$1,000,000; or



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



               11.11 Indebtedness of the Trico Supply Group. The commencement of any enforcement
action by any creditor of any Person in the Trico Supply Group, and with respect to any action by
an unsecured creditor, such action remains undismissed or unstayed for 30 days



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after commencement; provided that it shall not be a Default or Event of Default under this
Section 11.11 unless the aggregate principal amount of all such Indebtedness is at least
$1,000,000; or




               11.12 Mexican JV. Any distribution is made by the Mexican JV to any Person other
than (a) to Trico Operators or (b) as contemplated in Section 8.25(b); or



               11.13 Second-Lien Notes Documentation. (i) Any of the Obligations of the Credit
Parties under the Credit Documents for any reason shall cease to be “Senior Permitted Indebtedness”
under, and as defined in the Second-Lien Notes Indenture or (ii) the Liens created by the
Second-Lien Notes Collateral Documents shall cease, for any reason, to be second in priority to the
Liens of the Collateral Agent on behalf of the Secured Creditors securing the Obligations in
accordance with the terms of the Intercreditor Agreement.



               11.14 Restructuring. Any of the following shall occur:




     (a) Within 10 Business Days after the Amendment and Restatement Effective Date, the
failure to occur of either (x) the commencement in the Bankruptcy Court for the District of
Delaware by each of the Borrower, Trico Operators, Trico Assets and Trico Cayman of a
voluntary case concerning themselves under the Bankruptcy Code or (y) the delivery to the
Administrative Agent and the Lenders of a fully executed forbearance agreement (such
forbearance agreement, the “Second-Lien Notes Forbearance Agreement”), in form and
substance reasonably acceptable to the Lenders, from Second-Lien Note Holders which hold not
less than 51% of the outstanding principal amount of the Second-Lien Notes;




     (b) either the Second-Lien Notes Forbearance Agreement shall cease to be in full force
and effect after delivery thereof pursuant to Section 11.14(a)(y)(i) above or any
forbearance period provided therein shall terminate for any reason and any of the Borrower,
Trico Operators, Trico Assets or Trico Cayman shall fail to commence in the Bankruptcy Court
for the District of Delaware a voluntary case concerning themselves under the Bankruptcy
Code within two Business Days of such cessation or termination;




     (c) at any time after the Convertible DebentureForbearance Agreement is
delivered to the Administrative Agent and the Lenders, it shall cease to be in full force
and effect after delivery thereof pursuant to Section 11.14(a)(y)(ii) above or any
forbearance period provided therein shall terminate for any reason and any of the Borrower,
Trico Operators, Trico Assets or Trico Cayman shall fail to commence in the Bankruptcy Court
for the District of Delaware a voluntary case concerning themselves under the Bankruptcy
Code within two Business Days of such cessation or termination;




     (d) at any time prior to the commencement in the Bankruptcy Court for the District of
Delaware by the Borrower, Trico Operators, Trico Assets and Trico Cayman of voluntary cases
concerning themselves under the Bankruptcy Code, the Borrower, Trico Operators, Trico Assets
and Trico Cayman are not diligently negotiating a prepackaged or prenegotiated plan of
reorganization acceptable to the Lenders, such prepackaged or prenegotiated plan of
reorganization (x) to be supported by Second-Lien Note Holders holding not less than 51% in
principal amount of the outstanding Second-




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Lien Notes, (y) to not provide for any debtor in possession facility for borrowed
money, other extensions of credit or use of cash collateral other than as described in Annex
B to the Commitment Letter and (z) to provide for payment in full in cash of all Obligations
to the extent the Roll Up Loans (as defined in Annex B to the Commitment Letter) are not
approved by the Interim Order and/or the Final Order (each as defined in Annex B to the
Commitment Letter);




     (e) the solicitation by any Credit Party of approval for any plan of reorganization or
liquidation that does not provide for a payment in full in cash of all obligations under the
DIP Facility (as defined in the Commitment Letter) on or prior to the effective date of such
plan;




     (f) the failure to commence in the Bankruptcy Court for the District of Delaware
voluntary cases concerning each of the Borrower, Trico Operators, Trico Assets and Trico
Cayman under the Bankruptcy Code prior to September 8, 2010; or




     (g) the failure of Borrower to satisfy the conditions to the funding of the loans under
the DIP Facility (as defined in the Commitment Letter), substantially as described in Annex
B to the Commitment Letter, within thirty calendar days after the commencement of the
voluntary cases concerning each of the Borrower, Trico Operators, Trico Assets and Trico
Cayman under Chapter 11 of the Bankruptcy Code under clause (a) or (b) of this Section
11.14;


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 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) [Intentionally Omitted]; (ii)
declare the principal of and any accrued interest in respect of all Loans and the 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) [Intentionally Omitted]; (iv) require Trico Operators to
exercise its option to purchase the equity interests in the Mexican JV held by parties other than
Trico Operators; (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.



Each of the Borrower, Trico Operators and the other Credit Parties hereby irrevocably makes,
constitutes and appoints the Administrative Agent as its true and lawful attorney-in-fact, with
full power of substitution, from time to time during the continuance of an Event of Default, and
without assent by any of them, to exercise its option to purchase the equity interests in the
Mexican JV held by parties other than it. This power of attorney is a power coupled with an
interest and shall be irrevocable. The costs and expenses of the Administrative Agent incurred in
connection




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with any exercise of this power of attorney shall be payable on demand, and is otherwise subject to
reimbursement pursuant to Section 14.01.




                    SECTION 12. The Administrative Agent.



               12.01 Appointment. The Lenders hereby irrevocably designate and appoint Obsidian
Agency Services, Inc., , as Administrative Agent (for purposes of Sections 12.02, 12.03, 12.05,
12.06, 12.09, 12.10 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, 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 Note by the acceptance of such 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. Each Lender irrevocably appoints the Administrative Agent as
security trustee on its behalf with regard to (i) the security, powers, rights, titles, benefits
and interests (both present and future) constituted by and conferred on the Lenders or any of them
or for the benefit thereof under or pursuant to any Credit Document (including, without limitation,
the benefit of all covenants, undertakings, representations, warranties and obligations given, made
or undertaken to any Lender in any Credit Document), (ii) all moneys, property and other assets
paid or transferred to or vested in any Lender or any agent of any Lender or received or recovered
by any Lender or any agent of any Lender pursuant to, or in connection with, any Credit Document
whether from any Credit Party or any other Person and (iii) all money, investments, property and
other assets at any time representing or deriving from any of the foregoing, including all
interest, income and other sums at any time received or receivable by any Lender or any agent of
any Lender in respect of the same (or any part thereof). The Administrative Agent hereby accepts
such appointment.



               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
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.



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               12.03 Lack of Reliance on the Administrative Agent. Independently and without
reliance upon the Administrative Agent, each Lender and the holder of each 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 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 Note with any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. The Administrative
Agent shall not be responsible to any Lender or the holder of any 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.



               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 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, 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



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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 Loans 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 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.



               12.08 Holders. The Administrative Agent may deem and treat the payee of any 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 Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any
Note or 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. 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






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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.




               12.10 No Other Duties, Etc. Anything herein to the contrary notwithstanding, neither
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 Collateral Agent hereunder.



               12.11 Limited Role of the Collateral Agent. Notwithstanding anything herein to the
contrary, the Collateral Agent shall not take any action with respect to the Collateral unless and
until the Collateral Agent shall have received instructions from the Administrative Agent or the
Required Lenders.



               12.12 Certain Rights of the Collateral Agent. If the Collateral Agent requests
instructions from the Administrative Agent with respect to any act or action (including failure to
act) in connection with this Agreement or any other Credit Document, the Collateral Agent shall be
entitled to refrain from such act or taking such action unless and until the Collateral Agent shall
have received instructions from the Administrative Agent; and the Collateral Agent shall not incur
liability to any Lender by reason of so refraining. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Collateral Agent as a result of the
Collateral Agent acting or refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Administrative Agent.



               12.13 Removal of the Collateral Agent; Appointment of Successor Collateral Agent.



          (a) The Collateral Agent may be removed at any time by written notice from the Administrative
Agent, upon the direction of the Required Lenders, which removal shall be effective upon the
appointment of a successor collateral agent (which may be the Administrative Agent).




          (b) A successor Collateral Agent may be appointed by the Required Lenders. If a successor
Collateral Agent shall not have been so appointed within two Business Days after the deliver of the
notice of removal, the Administrative Agent shall appoint a successor Collateral Agent.




          (c) Upon the appointment of a successor Collateral Agent, the removed Collateral Agent shall
promptly execute and deliver all instruments and documents, and take all actions that the successor
Collateral Agent, the Administrative Agent or the Required Lenders may reasonably request, in order
to effect such removal and the assignment of rights, interests, duties and obligations of the
Collateral Agent under the Credit Documents.







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               12.14 Nordea Bank.



          (a) Each of the parties hereto (i) acknowledges that Nordea Bank Finland plc, New York Branch
has resigned as Administrative Agent effective as of the Amendment and Restatement Effective Date,
(ii) waive any notice or other requirement relating to such resignation and (iii) Article 12 and
Section 14.01, to the extent they pertain to the Prior Administrative Agent, shall survive such
resignation.




          (b) Each of the parties hereto (i) acknowledges that Nordea Bank Finland plc, New York Branch
(the “Resigning Collateral Agent”) has given notice of its resignation as Collateral Agent,
(ii) agrees that, notwithstanding anything to the contrary set forth therein, the Resigning
Collateral Agent shall have no obligation to take any actions under the Credit Agreement or the
other Credit Documents other than such actions as may be reasonably requested by the Administrative
Agent in connection with its replacement as Collateral Agent, all such actions to be at the cost
and expense of the Borrower, (iii) agree to use their commercially reasonable efforts to cause the
Resigning Collateral Agent to be replaced as promptly as practicable after the Amendment and
Restatement Effective Date, but in no event later than 30 days thereafter (unless the Resigning
Collateral Agent and the Administrative Agent otherwise agree), (iv) waive any notice or other
requirement set forth in the Credit Documents relating to such resignation, (v) agree that the
provisions of Article 12 and Section 14.01, to the extent they pertain to the Resigning Collateral
Agent, shall survive such resignation and (vi) agree that unless such resignation becomes effective
earlier as contemplated by clause (iii) above, such resignation shall become effective on the date
30 days after the Amendment and Restatement Date (unless the Reigning Collateral Agent and the
Administrative Agent otherwise agree).




          (c) Each of the Tennenbaum Lenders (i) acknowledges that Nordea Bank Norge ASA, Cayman Islands
Branch, has a first priority perfected security interest on behalf of Nordea Bank Finland plc, New
York Branch as Issuing Lender (as such term is defined in the Existing Credit Agreement) in the
cash collateral permitted pursuant to Section 8.08(a)(y) and the cash collateral account (Account
No. 6623792001) maintained at the office of Nordea Bank Norge ASA, Cayman Islands Branch, located
at 437 Madison Avenue, New York, New York 10022) into which such cash collateral has been
deposited, and (ii) agrees not to contest the prior right of Nordea Bank Norge ASA, Cayman Islands
Branch, to such cash collateral and cash collateral account or to exercise remedies in respect
thereof or to hinder in any way the exercise of remedies by Nordea Bank Norge ASA, Cayman Islands
Branch, in respect thereof.




                    SECTION 13. Guaranty.



               13.01 Guaranty. In order to induce the Administrative Agent 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 Loans, 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



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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.



               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.



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               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;




     (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,



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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 out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, the reasonable fees and disbursements of
Latham & Watkins LLP and the Administrative Agent’s local maritime counsel and the Administrative
Agent’s consultants) and each of the Lenders 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 each of the Lenders, the Administrative Agent and the
Collateral Agent 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 counsel for each of the Lenders) (provided that, in each case, upon the
request of the Administrative Agent or the applicable Lenders, the Borrower further agrees to pay
any such amounts under this clause (i) in advance); (ii) pay and hold the Administrative Agent, the
Collateral Agent 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, the Collateral
Agent 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, the Collateral Agent or such Lender) to pay such taxes; and (iii) indemnify the
Administrative Agent, the Collateral Agent 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)



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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, the Collateral Agent 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 proceeds of any 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, the
Collateral Agent 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.




               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 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 or such Lender
(including, without limitation, by branches and agencies of the Administrative Agent 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 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 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, 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 Loans and related outstanding Obligations 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 Loan or Note
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 shall not constitute a change in the
terms of such participation, and that an increase in any Loan Commitment (or the available portion
thereof) or 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 Loans hereunder in which such participant is






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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.




          (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 Loans 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 Loans 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 outstanding Loans of such new Lender and of the existing Lenders, (ii) upon the
surrender of the relevant Notes by the assigning Lender, new 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 Notes to be in conformity with the requirements of Section
2.05 (with appropriate modifications) to the extent needed to reflect the revised outstanding
Loans, (iii) the consent of (x) the Administrative Agent 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 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






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(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 Loans 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).




          (c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and
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 Loans and 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.




               14.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the
Administrative Agent, the Collateral Agent 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 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 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 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






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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 Loans 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) [Intentionally Omitted]




               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).



          (b) All computations of interest and other Fees (as applicable) 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) occurring in the period for which such interest 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



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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.




          (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, the Collateral 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
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



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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 (with Obligations being directly affected in the case of the following clause (i)),
(i) extend the final scheduled maturity of any Loan or Note, 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 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 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 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 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 shall not constitute an increase of
the Loan Commitment of any Lender, and that an increase in the available portion of any Loan
Commitment of any Lender shall not constitute an increase of the Loan Commitment of such Lender),
(2) 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 (3) without



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the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or
obligations of the Collateral Agent.




          (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) repay each outstanding Loan of such Lender in accordance with Section
5.01(b), provided that, unless the Loans that are repaid, pursuant to preceding clause (B)
are immediately replaced in full at such time through the addition of new Lenders, provided
further, that in any event, the Borrower shall not have the right to replace a Lender, terminate
its Loan or repay its 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).




               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 Notes and the making and repayment of the Obligations.



               14.14 Domicile of Loans. Each Lender may transfer and carry its 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 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 Loans made by each of the Lenders and each
repayment in respect of the principal amount of the 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 Loans. With respect to any Lender, the transfer of the rights to the principal of,
and interest on, any Loan shall not be effective until such transfer is recorded on the Register
maintained by the Administrative Agent with respect to ownership of such Loans and prior to such
recordation all amounts owing to the transferor with respect to such Loans shall remain owing to
the transferor. The registration of assignment or transfer of all or part of any 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
Loan, or as soon thereafter as practicable, the assigning



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or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one
or more new 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.




               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 Notes 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.



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               14.18 OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC. (i) EACH
SECURED PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE SECOND-LIEN
NOTES COLLATERAL PURSUANT TO THE SECOND-LIEN NOTES DOCUMENTATION, WHICH LIENS SHALL BE REQUIRED TO
BE SECOND IN PRIORITY TO THE LIENS CREATED PURSUANT TO THE CREDIT DOCUMENTS IN ACCORDANCE WITH THE
TERMS OF THE INTERCREDITOR AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH
ARE BINDING UPON THE LENDERS AND THE HEDGING CREDITORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT).
PURSUANT TO THE EXPRESS TERMS OF SECTION 8.1 OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT DOCUMENTS, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




     (ii) EACH SECURED CREDITOR AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO
THE INTERCREDITOR AGREEMENT ON BEHALF OF EACH SECURED CREDITOR, AND TO TAKE ALL ACTIONS (AND
EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF
THE INTERCREDITOR AGREEMENT.




     (iii) THE PROVISIONS OF THIS SECTION 14.18 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO
THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND
ALL TERMS AND CONDITIONS THEREOF. EACH SECURED CREDITOR IS RESPONSIBLE FOR MAKING ITS OWN
ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND
NO AGENT (AND NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY SECURED CREDITOR AS TO
THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.



               14.19 General Release; Indemnity. In consideration of, among other things, the
execution and delivery of this Agreement by the Administrative Agent, the Collateral Agent and the
Lenders, and any financial accommodations which the Administrative Agent, the Collateral Agent or
any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, each
of the Borrower and the other Credit Parties, on behalf of itself and its successors and assigns
(collectively, “Releasors”), hereby forever waives, releases and discharges to the fullest
extent permitted by law, and hereby agrees to hold each Releasee (as defined below) harmless from,
any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off
and recoupment), causes of action, demands, suits, costs, expenses and damages (collectively, the
“Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or
unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the
Collateral Agent, the Lenders, the Prior Administrative Agent, the Resigning Collateral Agent, the
Issuing Lenders (as such term is defined in the



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Existing Credit Facility) and the Previous Lenders, in each case, in any capacity and their
respective affiliates, shareholders and “controlling persons” (within the meaning of the federal
securities laws), and their respective successors and assigns and each and all of the officers,
directors, employees, consultants, agents, attorneys and other representatives of each of the
foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or
not now known, existing on or before the Amendment and Restatement Effective Date. The receipt by
Borrower or any other Credit Party of any Loans or other financial accommodations made by the
Administrative Agent or any Lender after the date hereof shall constitute a ratification, adoption,
and confirmation by Borrower and the other Credit Parties of the foregoing general releases of all
Claims against any Releasee which are based in whole or in part on facts, whether or not now known
or unknown, existing on or prior to the date of receipt of any such Loans or other financial
accommodations. In entering into this Agreement, Borrower and the other Credit Parties have
consulted with, and been represented by, legal counsel and expressly disclaim any reliance on any
representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that
the validity and effectiveness of the releases set forth above do not depend in any way on any such
representations, acts and/or omissions or the accuracy, completeness or validity hereof. The
provisions of this Section shall survive the termination of this Agreement and the other Credit
Documents and payment in full of the Obligations.




               14.20 Affirmation. Each of the parties hereto confirm, acknowledge and agree that
this Agreement is an amendment and restatement of the Existing Credit Agreement and that the
execution, delivery and performance of this Agreement does not create a novation of any obligations
existing under the Existing Credit Agreement. Each of the Borrower and the Credit Parties
confirms, acknowledges and agrees that this Agreement benefits from all collateral security
executed in connection with, or in respect of, the Existing Credit Agreement and that the
“Obligations” are secured by, and benefit from, all collateral security and guarantees included in
the Credit Documents. Each of the Borrower and the Credit Parties hereby ratifies and confirms
that all of the terms and conditions, representations and covenants contained in the Credit
Documents shall remain in full force and effect after giving effect to the execution and
effectiveness of this Agreement.



               14.21 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, restated, amended and restated, supplemented, renewed or otherwise
modified (subject to any restrictions on such amendments, restatements, amendments and
restatements, supplements, renewals or modifications set forth herein or therein), (b) any
reference herein to any Person shall be construed to include such Person’s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset”
and “property” shall be construed to have



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the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.




                    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:



               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 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 and such other
matters incident to the transactions contemplated herein as the Administrative Agent may reasonably
request.



               15.03 Assignment and Assumption Agreement. On or prior to the Amendment and
Restatement Effective Date, each of the Tennenbaum Lenders shall have received from each of the
Lenders party to the Existing Credit Agreement at the close of business on the Business Day
immediately preceding the Amendment and Restatement Effective Date (such Lenders, the “Previous
Lenders”), an Assignment and Assumption Agreement from each of such Previous Lender
transferring the applicable percent of its Commitment to such Tennenbaum Lender, and the
Administrative Agent, the Collateral Agent, the Borrower and the Credit Parties each hereby consent
to the assignment occurring pursuant to each such Assignment and Assumption Agreement.



               15.04 Material Adverse Change. No occurrence, development or change that shall have
occurred after the date of the Commitment Letter that, in the commercially reasonable judgment of
the Tennenbaum Lenders, has had or could be reasonably expected to have a Material Adverse Effect.



               15.05 Previously Disclosed Matters. The Lenders shall not have become aware after
the date of the Commitment Letter of any new or inconsistent information or other matter not
previously disclosed to the Lenders in writing relating to the Credit Parties or their direct or
indirect subsidiaries or the transactions contemplated by the Commitment Letter which the Lenders,
in their commercially reasonable judgment, deem material and adverse relative to the information or
other matters disclosed to the Lenders in writing prior to the date of the Commitment Letter.



               15.06 Certificates of Ownership; Searches; Class Certificates; Appraisal Reports;
Mortgages. On the Amendment and Restatement Effective Date, the Administrative



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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) 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”).



               15.07 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.



               15.08 Security Documents. The Borrower shall have delivered to the Administrative
Agent executed copies of the Blocked Account Agreement, the Deposit Account Control Agreement and
the Pledge and Security Agreement, each in form and substance acceptable to the Administrative
Agent.



               15.09 No Default; Representations and Warranties. At the time of the Amendment and
Restatement Effective Date (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in each other Credit Document



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shall be true and correct in all material respects with the same effect as though such
representations and warranties had been made on the Amendment and Restatement 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).




               15.10 Financial Statements; Projections. On or prior to the Amendment and Restatement
Effective Date, the Administrative Agent shall have received copies of an updated 13-week cash flow
forecast, a monthly budget (the “Budget”) and business plan including Projections, which
forecast, budget and Projections shall be in form and substance satisfactory to the Administrative
Agent.



               15.11 Proof of Valid Security Interest. On or prior to the Amendment and Restatement
Effective Date, the Borrower shall have provided, or caused to be provided to the Administrative
Agent, reasonably satisfactory confirmation of validity, perfection and priority of liens and
security interests provided under the Security Documents.



               15.12 Letters of Credit Facility. All existing letters of credit issued under the
Existing Credit Agreement shall have been terminated or otherwise cash collateralized on terms
reasonably acceptable to the Issuing Lender (as such term is defined in the Existing Credit
Agreement) of such letters of credit and the Administrative Agent. The Lenders shall have received
the acknowledgement of such Issuing Lender attached to this Agreement, pursuant to which
acknowledgment such Issuing Lender shall acknowledge and agree (a) that all such letters of credit
are no longer issued and outstanding under this Agreement, and (b) that the Administrative Agent,
the Collateral Agent and the Lenders are released from any and all of their respective duties,
liabilities and obligations in connection with the such letters of credit, including, without
limitation, the obligation of the Lenders to participate in any such letters of credit or drawings
thereunder.



               15.13 Officer Certificate. The Lenders shall have received a certificate, dated the
Amendment and Restatement Effective Date, and signed by the chairman of the board, the chief
executive officer, the president or any vice president of the Borrower (i) setting forth in
reasonable detail the amount of all obligations which, pursuant to applicable law, could reasonably
be expected to have a lien claim prior to the liens securing the Obligations pursuant to each of
the Vessel Mortgages and (ii) certifying on behalf of the Borrower that all of the conditions set
forth in this Section 15 have been satisfied on such date, other than those conditions which are
subject to the satisfaction of the Lenders or the Administrative Agent.



               15.14 Proof of Insurance. On or prior to the Amendment and Restatement Effective Date,
the Borrower shall have provided, or caused to be provided to the Administrative Agent, reasonably
satisfactory proof of the type of insurance maintained as required under Section 9.03.



               15.15 Corporate Documents; Proceedings; etc..




     (a) On the Amendment and Restatement Effective Date, the Administrative Agent shall
have received a certificate from each Credit Party, dated the Amendment and



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Restatement Effective Date, signed by the chairman of the board, the chief executive
officer, any managing director, the president or any vice president or director of such
Credit Party, 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 the governing authority 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 Amendment and Restatement 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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     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

Houston, Texas 77057

Attention: Geoff Jones

Tel. No.: (713) 780-9926

Fax No.: (713) 750-0062






	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.,

   as the Borrower

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Chief Operating Officer 	 
	 
	 	TRICO MARINE ASSETS, INC.,

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Secretary 	 
	 
	 	TRICO MARINE OPERATORS, INC.,

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Secretary 	 
	 
	 	TRICO MARINE INTERNATIONAL, INC.,

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Secretary 	 
	 
	 	TRICO MARINE SERVICES (HONG KONG) LIMITED,

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Secretary 	 



[Signature Pages]



 









 






	 	 	 	 	 
	 	COASTAL INLAND MARINE SERVICES LTD.

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Director 	 
	 
	 	SERVICIOS DE APOYO MARITIMO DE MEXICO, S. DE
R.L. DE C.V.,

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Director 	 
	 
	 	TRICO SERVICOS MARITIMOS LTDA.

   as a Guarantor

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

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Chief Operating 	 
	 
	 	TRICO HOLDCO, LLC

   as a Guarantor

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	President & Chief Operating 	 




[Signature Pages]



 









 






	 	 	 	 	 
	 	TRICO INTERNATIONAL HOLDINGS B.V.

   as a Guarantor

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

   as a Guarantor

 	 
	 	By:  	/s/ Geoffrey Jones
 	 
	 	 	Name:  	Geoffrey Jones 	 
	 	 	Title:  	Managing Director 	 
	 




[Signature Pages]



 









 




Address:






Special Value Continuation Partners, LP

c/o Tennenbaum Capital Partners, LLC

2951 28th St, Suite 1000

Santa Monica, CA 90405

Attn: Howard Levkowitz and Liz Greenwood

Tel. No.: (310) 556-1000

Fax No.: (310) 899-4950












Tennenbaum Opportunities Partners V, LP

c/o Tennenbaum Capital Partners, LLC

2951 28th St, Suite 1000

Santa Monica, CA 90405

Attn: Howard Levkowitz and Liz Greenwood

Tel. No.: (310) 556-1000

Fax No.: (310) 899-4950










Tennenbaum DIP Opportunity Fund, LLC

c/o Tennenbaum Capital Partners, LLC

2951 28th St, Suite 1000

Santa Monica, CA 90405

Attn: Howard Levkowitz and Liz Greenwood

Tel. No.: (310) 556-1000

Fax No.: (310) 899-4950











Obsidian Agency Services, Inc.

2951 28th Street, Suite 1000

Santa Monica, CA 90405

Attn: Emily May or Pedro Urrutia

Telephone: (310) 566-1000

Facsimile: (310) 899-4950















SPECIAL VALUE CONTINUATION PARTNERS, LP,

as Lender




By: Tennenbaum Capital Partners, LLC

Its: Investment Manager




	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Howard M. Levkowitz
 	 
	 	 	Howard M. Levkowitz 	 
	 	 	Managing Partner 	 
	 



TENNENBAUM OPPORTUNITIES PARTNERS V, LP,

as Lender




By: Tennenbaum Capital Partners, LLC

Its: Investment Manager




	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Howard M. Levkowitz
 	 
	 	 	Howard M. Levkowitz 	 
	 	 	Managing Partner 	 
	 



TENNENBAUM DIP OPPORTUNITY FUND, LLC,

as Lender




By: Tennenbaum Capital Partners, LLC

Its: Investment Manager




	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Howard M. Levkowitz
 	 
	 	 	Howard M. Levkowitz 	 
	 	 	Managing Partner 	 
	 



OBSIDIAN AGENCY SERVICES, INC.,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Howard M. Levkowitz
 	 
	 	 	Name:  	Howard M. Levkowitz 	 
	 	 	Title:  	President 	 
	 









[Signature Pages]



 









 







437 Madison Avenue, 21st Floor

New York, New York 10022

USA

Attention: Loan Administration

Telephone: (212) 318-9632

Facsimile: (212) 421-4420







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

 	 
	 	By:  	/s/ Gerald E. Chelius, Jr.
 	 
	 	 	Name:  	Gerald E. Chelius, Jr. 	 
	 	 	Title:  	SVP Credit 	 
	 
	 	 	 
	 	By:  	  /s/ Henrik M. Steffensen
 	 
	 	 	Name:  	Henrik M. Steffensen 	 
	 	 	Title:  	Senior Vice President 	 
	 









[Signature Pages]



 









 





     The undersigned hereby acknowledges and agrees (a) that all Letters of Credit (as such term is
defined in the Existing Credit Agreement) are no longer issued and outstanding under this
Agreement, and (b) that the Administrative Agent, the Collateral Agent and the Lenders are hereby
released from any and all of their respective duties, liabilities and obligations in connection
with the such Letters of Credit, including, without limitation, the obligation of the Lenders to
participate in any such Letters of Credit or drawings thereunder.



	 	 	 	 	 
	 	NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH,
as Issuing Lender under the Existing Credit Agreement

 	 
	 	By:  	/s/ Gerald E. Chelius, Jr.
 	 
	 	 	Name:  	Gerald E. Chelius, Jr. 	 
	 	 	Title:  	SVP Credit 	 
	 
	 	 	 
	 	By:  	/s/ Henrik M. Steffensen	 
	 	 	Name:  	Henrik M. Steffensen 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, as Issuing Lender under the Existing Credit Agreement

 	 
	 	By:  	/s/ Gerald E. Chelius, Jr.
 	 
	 	 	Name:  	Gerald E. Chelius, Jr. 	 
	 	 	Title:  	SVP Credit 	 
	 
	 	 	 
	 	By:  	/s/ Henrik M. Steffensen
 	 
	 	 	Name:  	Henrik M. Steffensen 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Pages]