exv10w1






Exhibit 10.1




EXECUTION COPY




SECOND AMENDMENT TO CREDIT AGREEMENT




          SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 15, 2008,
by and among TRICO SUPPLY AS, a limited company organized under the laws of Norway (“Holdings”),
TRICO SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Trico Subsea
Holding”), TRICO SUBSEA AS, a limited company organized under the laws of Norway (“Trico Subsea”),
TRICO SHIPPING AS, a limited company organized under the laws of Norway and wholly-owned Subsidiary
of Holdings (“the Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the
“Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the Credit Agreement
referred to below.



WITNESSETH:




          WHEREAS, the Borrower, Trico Subsea, Trico Subsea Holding, Holdings, the Lenders from time to
time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of May
14, 2008 (as amended, modified and/or supplemented to, but not including, the date hereof, the
“Credit Agreement”);



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



          NOW, THEREFORE, it is agreed:



I. Amendments to Credit Agreement.




          1. Section 9.04 of the Credit Agreement is hereby amended by (A) deleting the word “and” at
the end of subsection (v), (B) deleting the period at the end of subsection (vi) and inserting “;
and” in lieu thereof, and (C) adding new subsection (vii) as follows: “(vii) Indebtedness permitted
under Section 9.10(a).”



          2. Section 9.10(a) of the Credit Agreement is hereby amended by deleting in its entirety
subsection (ii) contained therein and replacing it with the following new subsection (ii): “(ii)(x)
guarantees of indebtedness of DeepOcean and its Subsidiaries in an aggregate principal amount not
to exceed $300,000,000 and (y) other additional Investments not to exceed $5,000,000 in the
aggregate.”



II. Miscellaneous Provisions.




          1. In order to induce the Lenders to enter into this Second
Amendment, the
Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the
Second Amendment Effective Date (as defined herein) before giving effect to this Second Amendment,
(ii) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined
herein) after giving effect to this Second Amendment and (iii) all of the




			
	 	 	 
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representations and warranties contained in the Credit Agreement or the other Credit Documents are
true and correct in all material respects on the Second Amendment Effective Date both before and
after giving effect to this Second Amendment, with the same effect as though such representations
and warranties had been made on and as of the Second 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
Second Amendment and this Second Amendment shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement or any other Credit Document except as
specifically set forth herein.



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



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



          5. This Second Amendment shall become effective on the date (the
“Second
Amendment Effective Date”) when (i) 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) and (ii) the Borrower shall have paid a non-refundable
fee in the amount of $5,000, which fee shall be earned by each Lender party hereto and made
payable to the Administrative Agent for distribution to the Lenders.



          6. From and after the Second 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 Second Amendment as of the date first above written.




	 	 	 	 	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	/s/ Gerry Grey
 	 
	 	 	Name:  	Gerry Grey 	 
	 	 	Title:  	CEO 	 
	 
	 	TRICO SUBSEA HOLDING AS

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	/s/ Gerry Grey
 	 
	 	 	Name:  	Gerry Grey 	 
	 	 	Title:  	CEO 	 
	 



signature page to Second Amendment Trico $200MM Credit Agreement




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




	 	 	 	 	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SUBSEA HOLDING AS

 	 
	 	By:  	/s/ Rishi Varma
 	 
	 	 	Name:  	Rishi Varma 	 
	 	 	Title:  	Director 	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	/s/ Rishi Varma
 	 
	 	 	Name:  	Rishi Varma 	 
	 	 	Title:  	Director 	 
	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	NORDEA BANK FINLAND PLC, NEW YORK
    BRANCH,

    Individually and as Administrative Agent

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



signature page to Second Amendment Trico $200MM Credit Agreement




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




NAME OF INSTITUTION:



NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH

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



signature page to Second Amendment Trico $200MM Credit Agreement





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




NAME OF INSTITUTION:



BAYERISCHE HYPO-UND VEREINSBANK AG

 	 
	 	By:  	/s/ Somitsch
 	 
	 	 	Name:  	Somitsch 	 
	 	 	Title:  	VP 	 
	 
	 	By:  	/s/ PHAM
 	 
	 	 	Name:  	PHAM 	 
	 	 	Title:  	 	 
	 



signature page to Second Amendment Trico $200MM Credit Agreement





			
	 	 	 
	NEWYORK 6910107 (2K)