Exhibit 10.1






Exhibit 10.1


SECOND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS SECOND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver”), dated as of March      , 2010,
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”). 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 31, 2009, (v) the Fifth Amendment to Credit Agreement
dated as of August 5, 2009, (vi) the Sixth Amendment to Credit Agreement dated as of October 30, 2009, (vii) the
Seventh Amendment to Credit Agreement dated as of December 22, 2009, (viii) the Eighth Amendment to Credit Agreement
dated as of January 15, 2010 and (ix) the Ninth Amendment and Waiver to Credit Agreement dates as of March 15, 2010
(the “Credit Agreement”); and



WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to provide a waiver in
respect of Section 10.08 of the Credit Agreement as provided herein;



NOW, THEREFORE, it is agreed;




	A.	 	Waiver to the Credit Agreement






1. Notwithstanding anything to the contrary contained in Section 10.08 of the Credit Agreement, each of the
undersigned Lenders hereby waives the requirement set forth in such Section that the Borrower will not permit the
Consolidated Leverage Ratio on March 31, 2010 to be greater than 11.00 to 1.00.




	B.	 	Miscellaneous Provisions






1. In order to induce the Lenders to enter into this Waiver, the Borrower hereby represents and warrants that (i)
no Default or Event of Default exists as of the Waiver Effective Date (as defined herein) before or after giving effect
to this Waiver 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 Waiver Effective Date both before and after giving
effect to this Waiver, with the same effect as though such representations and warranties had been made on and as of
the Waiver 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).


 


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2. This Waiver is limited as specified and shall not constitute an amendment, modification, acceptance or waiver
of any other provision of the Credit Agreement or any other Credit Document.



3. This Waiver 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 executed by all the parties hereto
shall be lodged with the Borrower and the Administrative Agent.



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



5. This Waiver shall become effective on the date (the “Waiver Effective Date”) when the Borrower, the
Guarantors and the Required Lenders shall have signed a counterpart hereof (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 Waiver 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.



7. The Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in
which the Borrower or the Guarantors grant liens or security interests in their respective property or otherwise act as
accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after
giving effect hereto) and (ii) to the extent the Borrower or any Guarantor granted liens on or security interests in
any of its property pursuant to any such Credit Document as security for the Borrower or any Guarantor’s Obligations
under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grants of security interests
and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as
amended hereby. The Borrower and each Guarantor hereby consents to this Waiver and acknowledges that each of the
Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as otherwise provided
herein, the execution of this Waiver shall not operate as a waiver of any right, power or remedy of the Administrative
Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation
of the Obligations.



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IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed and delivered as of the date first
above written.



	 	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	 
	 	 

	 	Title:  
	 	 









	 	 	 	 	 	 
	 	TRICO MARINE ASSETS INC.
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	 
	 	 

	 	Title:  
	 	 









	 	 	 	 	 	 
	 	TRICO MARINE OPERATORS, INC.
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	 
	 	 

	 	Title:  
	 	 






Signature page to Trico $50mm Second Waiver




 


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

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	Martin Lunder 
	 	 

	 	Title:  
	 	Senior Vice President 
	 	 

	 		 	
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	Martin Kahm 
	 	 

	 	Title:  
	 	Vice President 







Signature page to Trico $50mm Second Waiver



 


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	 	SIGNATURE PAGE TO THE WAIVER 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:
	 	 

	 		 	
	 	UNICREDIT BANK AG (f/k/a BAYERISCHE HYPO- UND VEREINSBANK), as a Lender
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	 
	 	 

	 	Title:  
	 	 





Signature page to Trico $50mm Second Waiver




 


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	 	SIGNATURE PAGE TO THE WAIVER 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:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	Martin Lunder 
	 	 

	 	Title:  
	 	Senior Vice President 
	 	 

	 		 	
	 	By:  	 	 
	 	 	 	 
	 	 

	 	Name:  
	 	Martin Kahm 
	 	 

	 	Title:  
	 	Vice President 





Signature Page to Trico $50mm Second Waiver


 


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