Exhibit 10.1





Exhibit 10.1




SEVENTH AMENDMENT TO CREDIT AGREEMENT




SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”), dated as of December
22, 2009, by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the
“Borrower”), TRICO MARINE ASSETS, INC., a Delaware corporation (“Trico Assets”), as
a Guarantor, and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators”),
as a Guarantor, the Lenders party hereto (each, a “Lender” and, collectively, the
“Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such
capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the
“Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the Credit Agreement
referred to below.



W I T N E S S E T H :




WHEREAS, the Borrower, Trico Assets, Trico Operators, the Lenders from time to time party
thereto, and the Administrative Agent are parties to an Amended and Restated Credit Agreement,
dated as of August 29, 2008, and amended by (i) the First Amendment to Credit Agreement, dated as
of March 10, 2009, (ii) the Second Amendment to Credit Agreement dated as of May 8, 2009, (iii) the
Third Amendment to Credit Agreement dated as of May 14, 2009, (iv) the Fourth Amendment and Consent
to Credit Agreement dated as of July 29, 2009, (v) the Fifth Amendment to Credit Agreement dated as
of August 5, 2009 and (vi) the Sixth Amendment to Credit Agreement dated as of October 30, 2009
(the “Credit Agreement”);



WHEREAS, subject to the terms and conditions of this Seventh Amendment, the parties hereto
wish to amend certain provisions of the Credit Agreement as herein provided;



NOW, THEREFORE, it is agreed:




	I.	 	Amendments to Credit Agreement.






1. The definition of “Net Worth” appearing in Section 1 of the Credit Agreement is hereby
amended by inserting the text “impairment charges incurred in connection with the cancellation by
Trico Subsea AS of the contracts of construction and sale of four vessels in the fiscal quarter
ending on December 31, 2009,” immediately before the text “treasury stock”.



2. The definition of “Total Unutilized Revolving Loan Commitment” appearing in Section 1 of
the Credit Agreement is hereby amended by deleting the text “Total Commitment” appearing in said
definition and inserting the text “Total Available Commitment” in lieu thereof.



3. Section 2.01 of the Credit Agreement is hereby amended by deleting the text “and (iii)”
appearing in said Section and inserting the text “(iii) shall not, at any time, in the aggregate
together with the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are required to be repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) exceed the Total Available
Commitment at such time, and (iv)” in lieu thereof.


 


 









 





4. Section 3.02 of the Credit Agreement is hereby amended by deleting the text “Total
Commitment” appearing in said Section and inserting the text “Total Available Commitment” in lieu
thereof.



5. Section 5.02(a) of the Credit Agreement is hereby amended by deleting each instance of the
text “Total Commitment” appearing in said Section and inserting the text “Total Available
Commitment” in lieu thereof.



6. Section 10.08 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




“10.08 Consolidated Leverage Ratio. The Borrower will not permit the
Consolidated Leverage Ratio on the last day of any fiscal quarter of the Borrower set forth
below to be greater than the ratio set forth below opposite such period:



	 	 	 
	 	 	Consolidated
	Quarterly Payment Date	 	Leverage Ratio
	 
	 	 
	December 31, 2009

	 	11.00 to 1.00
	March 31, 2010

	 	11.00 to 1.00
	June 30, 2010

	 	11.00 to 1.00
	September 30, 2010

	 	10.00 to 1.00
	December 31, 2010

	 	8.00 to 1.00
	March 31, 2011

	 	7.00 to 1.00
	June 30, 2011

	 	6.00 to 1.00
	September 30, 2011 and thereafter

	 	5.00 to 1.00






7. Section 1 is hereby amended by inserting each of the following new definitions in
alphabetical order:




“Total Available Commitment” shall mean (i) prior to the Compliance Date,
$15,000,000 and (ii) on or after the Compliance Date, the Total Commitment.


 


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“Compliance Date” shall mean the last day of any fiscal quarter of the Borrower
set forth below on which the Consolidated Leverage Ratio of the Borrower, determined
after giving effect to the incurrence of any Indebtedness on such date, shall be equal to or
less than the ratio set forth below opposite such fiscal quarter:



	 	 	 
	 	 	Consolidated
	Quarterly Payment Date	 	Leverage Ratio
	 
	 	 
	March 31, 2010

	 	8.50 to 1.00
	June 30, 2010

	 	8.50 to 1.00
	September 30, 2010

	 	8.50 to 1.00
	December 31, 2010

	 	8.00 to 1.00
	March 31, 2011

	 	7.00 to 1.00
	June 30, 2011

	 	6.00 to 1.00
	September 30, 2011 and thereafter

	 	5.00 to 1.00







	II.	 	Miscellaneous Provisions.






1. In order to induce the Lenders to enter into this Seventh Amendment, the Borrower hereby
represents and warrants that (i) no Default or Event of Default exists as of the Seventh Amendment
Effective Date (as defined herein) before or after giving effect to this Seventh Amendment and (ii)
all of the representations and warranties contained in the Credit Agreement or the other Credit
Documents are true and correct in all material respects on the Seventh Amendment Effective Date
both before and after giving effect to this Seventh Amendment, with the same effect as though such
representations and warranties had been made on and as of the Seventh Amendment Effective Date (it
being understood that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).



2. The Credit Agreement is modified only by the express provisions of this Seventh Amendment
and this Seventh Amendment shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document except as specifically set forth
herein.



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



4. THIS SEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


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5. This Seventh Amendment shall become effective on the date (the “Seventh Amendment
Effective Date”) when the Borrower, each other Credit Party and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic transmission) the same to White &
Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number:
212-354-8113 / email: myip@whitecase.com).



6. From and after the Seventh Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement, as modified hereby.



*            *            *



 


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



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

 	 
	 	By:  	                                              /s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Martin Kahm
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Trico $50mm Seventh Amendment




 


 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SEVENTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO MARINE SERVICES, INC., TRICO MARINE ASSETS INC., TRICO MARINE OPERATORS, INC., VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


 
	 	NAME OF INSTITUTION:

NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	                                   /s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                   /s/ Martin Kahm
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Trico $50mm Seventh Amendment




 


 









 





	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Signature page to Trico $50mm Seventh Amendment




 


 









 





By executing and delivering a copy hereof, each Guarantor hereby acknowledges and agrees that
all Guaranteed Obligations of the Guarantors shall be fully guaranteed pursuant to the Guaranty set
forth in the Credit Agreement and shall be fully secured pursuant to the Security Documents, in
each case in accordance with the respective terms and provisions thereof. Each of the undersigned,
each being a Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing
Seventh Amendment, hereby consents to the entering into of this Seventh Amendment and agrees to the
provisions hereof.



	 	 	 	 	 
	 	Acknowledged and Agreed by:

TRICO MARINE ASSETS INC.,
as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	TRICO MARINE OPERATORS, INC.,
as a Guarantor

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Signature page to Trico $50mm Seventh Amendment