exv4w1






Exhibit 4.1




Execution
Version




 





TRICO SHIPPING AS




and




the Guarantors named herein




 






117⁄8% SENIOR SECURED NOTES DUE 2014

 






 






SECOND SUPPLEMENTAL INDENTURE



DATED AS OF SEPTEMBER 21, 2010



TO INDENTURE DATED AS OF OCTOBER 30, 2009



 






DEUTSCHE BANK NATIONAL TRUST COMPANY

(as successor trustee to Wells Fargo Bank, N.A.),

As Trustee




 






 






 









 








     This SECOND SUPPLEMENTAL INDENTURE, dated as of September 21, 2010 is among Trico Shipping AS,
a Norwegian limited company (the “Company”), each of the parties identified under the caption
“Guarantors” on the signature page hereto (the “Guarantors”) and Deutsche Bank National Trust
Company (as successor trustee to Wells Fargo Bank, N.A.), as Trustee.



RECITALS




     WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture, dated as of
October 30, 2009 (as amended by the First Supplemental Indenture dated June 25, 2010 and as further
amended or supplemented, the “Indenture”), pursuant to which the Company has issued $400,000,000 in
principal amount of 117⁄8% Senior Secured Notes due 2014 (the “Notes”);



     WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend or supplement the Indenture with the consent of the Holders of all of the
aggregate principal amount of the then outstanding Notes; and



     WHEREAS, pursuant to a consent solicitation effected by means of a Consent Solicitation
Statement dated September 3, 2010, (the “Consent Solicitation”), the Holders of 100% of the
aggregate principal amount of the outstanding Notes have validly consented to the adoption of the
amendments set forth herein; and



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the
Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have
been duly done and performed;



     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and
proportionate benefit of the respective Holders of the Notes as follows:



ARTICLE 1




     Section 1.01 This Second Supplemental Indenture is supplemental to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.



     Section 1.02 This Second Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Company, the Guarantors and the Trustee, provided that the
amendments to the Indenture set forth herein shall not be operative until the Company notifies the
Trustee that (i) it has deposited funds with Deutsche Bank National Trust Company in its capacity
as the tabulation agent for the Consent Solicitation (the “Tabulation Agent”), sufficient in amount
to pay the consent fee of $2.50 per $1,000 principal amount of Notes, the Holders of which
delivered a duly executed consent (and have not revoked such consent) to the amendments
contemplated hereby in accordance with the terms of the Consent Solicitation (the “Eligible
Holders”), and (ii) the Company has obtained waivers or consents or amendments from the lenders



 









 




under the Working Capital Facility Agreement such that the execution of this Second
Supplemental Indenture and the entry by the Company into the Priority Credit Agreement shall not
constitute a default thereunder, (iii) the closing date under the Priority Credit Agreement has
occurred, and (iv) approval of the execution by Trico Marine Services, Inc, Trico Holdco LLC and
Trico Marine Cayman, LP of the Second Supplemental Indenture, the proposed amendment to the Working
Capital Facility Agreement and the related documents has been received from the United States
Bankruptcy Court for the District of Delaware in the proceedings styled In re: Trico Marine
Services, Inc., et al., No. 10-12653 (the “Preconditions,” and the date the Preconditions are
satisfied being the “Effective Time”). The Company’s obligation to pay the consent fee is
contingent upon the satisfaction of the other Preconditions. Subject to the foregoing, the consent
fee, which is to be deposited by the Company with the Tabulation Agent in furtherance of clause (i)
above, will be paid promptly to Eligible Holders following the Effective Time. Such payment will be
made by the Tabulation Agent, subject to the receipt by the Tabulation Agent (A) from the Company
of sufficient funds to make such payments and (B) from the Eligible Holders of requisite
instructions to make the payment to such holders by check or wire transfer.




ARTICLE 2




     Section 2.01 Section 1.01 of the Indenture is hereby amended to include the following
definitions in the correct alphabetical order:




““Additional Priority Indebtedness” means Indebtedness, including Indebtedness incurred
pursuant to the Priority Credit Agreement, which, pursuant to the Collateral Agency and
Intercreditor Agreement, is secured by a priority security interest in the Collateral.”




““Additional Priority Obligations” means (i) the principal of any loans constituting
Additional Priority Indebtedness and (ii) all other Obligations relating thereto.”




““Second Supplemental Indenture” means the Second Supplemental Indenture, dated as of
September 21, 2010, by and among the Company, the Guarantors and the Trustee.”




““Priority Credit Agreement” means the Priority Credit Agreement dated as of September
21, 2010 among the Company as Borrowers, the guarantors party thereto, Cantor Fitzgerald
Securities as agent and the lenders party thereto as the same may be amended, restated,
supplemented, renewed, refunded, replaced or refinanced from time to time and (to the extent
not the Priority Credit Agreement dated as of September 21, 2010), specified to the Trustee
as a “Priority Credit Agreement” in an Officer’s Certificate of the Company.”



     Section 2.02 The definition of “Collateral Agency and Intercreditor Agreement” in Section
1.01 of the Indenture is hereby amended by inserting the words “as the same may be amended,
restated, supplemented, renewed or replaced from time to time” immediately before the period at the
end thereof.



     Section 2.03 The definition of “Net Available Cash” in Section 1.01 of the Indenture
is hereby amended by deleting the word “and” at the end of clause (iv), and inserting the words
“and



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(vi) amounts applied to repay Additional Priority Obligations” immediately before the period
at the end thereof.




     Section 2.04 The definition of “Net Event of Loss Proceeds” in Section 1.01 of the
Indenture is hereby amended by inserting “(i)” after the words “and payments made”, and inserting
the words “ and (ii) to repay the Additional Priority Obligations” immediately before the period at
the end thereof.



     Section 2.05 The definition of “Permitted Collateral Liens” in Section 1.01 of the
Indenture is hereby amended by deleting the words “(21) and (22)” in clause (i) thereof and
replacing them with the words “(21), (22) and (23)”.



     Section 2.06 The definition of “Permitted Liens” in Section 1.01 of the Indenture is
hereby amended by deleting the word “and” at the end of clause (21), replacing the period at the
end of clause (22) with a semi-colon followed by the word “and” and adding the following clause
after clause (22) thereof:




	 	“(23)	 	Liens securing Additional Priority Obligations in respect of
Additional Priority Indebtedness incurred pursuant to clause (15) of Section
4.07, provided that any Liens securing Obligations in respect of any
Indebtedness incurred to refinance, refund, defease, repay or replace any such
Additional Priority Indebtedness shall be deemed to be incurred pursuant to
this clause (23).”





     Section 2.07 The definition of “Secured Documents” in Section 1.01 of the Indenture is
hereby amended and restated as follows:




““Secured Documents” means, collectively, (a) the Working Capital Facility Agreement, (b)
all documentation evidencing Additional Priority Indebtedness (including the Priority Credit
Agreement) and (c) this Indenture.”



     Section 2.08 The definition of “Secured Obligations” in Section 1.01 of the Indenture
is hereby amended and restated as follows:




““Secured Obligations” means, collectively, (a) the Working Capital Facility Obligations,
(b) the Additional Priority Obligations and (c) the Note Obligations.”



     Section 2.09 The definition of “Secured Parties” in Section 1.01 of the Indenture is
hereby amended and restated as follows:




““Secured Parties” means, collectively, (a) the Collateral Agent, (b) the Working Capital
Facility Agent and the Working Capital Facility Lenders under the Working Capital Facility
Agreement, (c) the Trustee and the Holders of the Notes and (d) the lenders and agents
relating to any Additional Priority Indebtedness (including the lenders and agent under the
Priority Credit Agreement).”


     Section 2.10 The definition of “Series of Secured Obligations” in Section 1.01 of the
Indenture is hereby amended and restated as follows:






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““Series of Secured Obligations” means one of, (i) collectively, the Working Capital
Facility Obligations, (ii) collectively, the Additional Priority Obligations and (c)
collectively, the Note Obligations.”




     Section 2.11 The second paragraph of Section 4.07 of the Indenture is hereby amended
by deleting the word “and” at the end of clause (13), replacing the period at the end of clause
(14) with a semi-colon followed by the word “and” and inserting the following clause after clause
(14) thereof:




	 	“(15)	 	 the incurrence by Holdings, the Company or any of their respective
Restricted Subsidiaries of Additional Priority Indebtedness in an aggregate
principal amount not to exceed $50.0 million at any one time outstanding,
provided, that any Additional Priority Indebtedness in excess of $22.0 million
in aggregate principal amount at any one time outstanding may only be incurred
pursuant to this clause (15) to the extent the net proceeds thereof are used
(i) to pay interest on the Notes due November 1, 2010 or (ii) to pay
outstanding Working Capital Facility Obligations.”





     Section 2.12 Section 4.08 of the Indenture is hereby amended:



     (a) to delete clauses (1), (8) and (10) of the second paragraph thereof and replace each of
the same with the words “[Intentionally Omitted]”;



     (b) to amend and restate clause (6) of the second paragraph thereof in its entirety to read as
follows:




	 	 	“(6) payments of cash to or on behalf of Trico Marine Cayman, Trico Holdco or the Parent that
do not result in a default under the Priority Credit Agreement.”;





     (c) to delete the paragraph immediately following clause (10) of the second paragraph thereof;



     (d) to insert the following language at the end of Section 4.07:



     “Notwithstanding the foregoing (including the definitions used therein) Holdings and the
Company shall not and shall cause their respective controlled Affiliates not to, directly or
indirectly, make (i) any Restricted Payments (in cash or otherwise) to or on behalf of any of Trico
Marine Cayman, Trico Holdco, the Parent or any of their respective Affiliates (other than Holdings,
the Company and their respective Subsidiaries), except pursuant to clause (6) of the second
paragraph of this Section 4.08, (ii) any payments (in cash or otherwise) in respect of any
Indebtedness (including, without limitation, any Intercompany Debt) owed to or securities owned by,
any of Trico Marine Cayman, Trico Holdco, the Parent or any of their respective Affiliates (other
than Holdings, the Company and their respective Subsidiaries) or (iii) any Investments (in cash or
otherwise) in any of Trico Marine Cayman, Trico Holdco, the Parent or any of their respective
Affiliates (other than Holdings, the Company and their respective Subsidiaries)



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     Section 2.13 Section 4.09 of the Indenture is hereby amended by inserting the word
“and” at the end of clause (11), renumbering clause (12) as “(13)” and inserting a new clause (12)
as follow :




	 	“(15)	 	 agreements relating to Additional Priority Indebtedness, including the
Priority Credit Agreement; and”





     Section 2.14 Section 4.33 of the Indenture is hereby amended and restated in its
entirety as follows:



     (a) Section 4.33.


(1) Minimum Cash




     During the Forbearance Period, commencing with the fiscal month ending October 31, 2010,
the Company, the Subsidiary Guarantors and Holdings, on a consolidated basis, shall maintain as of
the end of each fiscal month, cash and Cash Equivalents (in each case, free of Liens other than
those in favor of the Collateral Agent) (“Liquidity”) of not less than $20 million; provided,
however, that in lieu of the foregoing, solely for the months of February and March 2011, unless
prior to the end of either such month the Company shall have received $12,870,000 or more of the
anticipated refunds relating to the termination of the Existing Option Construction Contracts,
Liquidity may be not less than $15 million. The Company shall deliver to the Trustee an Officer’s
Certificate, in the form attached hereto as Exhibit C, and a detailed computation of its
Liquidity no later than the 10th calendar day following the end of each fiscal month.


(2) Minimum Monthly EBITDA




     During the Forbearance Period, Holdings shall have Consolidated Cash Flow for the
preceding twelve-month period (“LTM Consolidated Cash Flow”) measured as of the end of each fiscal
month of Holdings of at least the required amount set forth in the following table for each
applicable month ending set forth above such amount (in millions):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/30/2010	 	9/30/2010	 	10/31/2010	 	11/30/2010	 	12/31/2010	 	1/31/2011	 	2/28/2011	 	3/31/2011	 	4/30/2011	 	5/31/2011	 	6/30/2011
	$57.1
	 	$45.9
	 	$53.4
	 	$58.5
	 	$61.0
	 	$65.3
	 	$72.8
	 	$69.9
	 	$75.6
	 	$76.9
	 	$80.1






     Holdings shall deliver to the Trustee an Officer’s Certificate, in the form attached here
to as Exhibit D, and a detailed computation of its LTM Consolidated Cash Flow no later than
the 30th calendar day following the end of each applicable fiscal month for which a calculation is
required. The Parent will treat the delivery to the Trustee of an Officer’s Certificate pursuant to
Section 4.33 as a Form 8-K triggering event under Item 8.01 thereof and may, in lieu of filing the
Officer’s Certificate on a Form 8-K, post such certificate on its website.



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     Section 2.15 Section 6.01 of the Indenture is hereby amended to delete the word “or”
at the end of clause (14), replace the period at the end of clause (15) with a semi-colon and
adding the following clauses after clause (15) thereof:




	 	“(16)	 	 during the Forbearance Period, a default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness (other than the Note Obligations) of
Parent, Trico Marine Cayman or Trico Holdco (or any other direct or indirect
parent of the Company, except for Holdings) that is secured by any Collateral,
whether such Indebtedness or Guarantee now exists, or is created after the date
of this Indenture, if that default results in the commencement of any
foreclosure, forfeiture, surrender, seizure or other exercise of remedies (or
any actions on the part of the Company or any of the Guarantors in lieu of such
exercise of remedies) with respect to any Collateral that secures any
Indebtedness (other than the Note Obligations) of Parent, Trico Marine Cayman
or Trico Holdco (or any other direct or indirect parent of the Company, except
for Holdings).”





     Section 2.16 The Trustee and Collateral Agent are authorized to enter into such other
amendments to the Security Documents, the Intercompany Subordination Agreement and any other
applicable documents as are necessary to permit the incurrence of the Additional Priority
Indebtedness permitted by the Second Supplemental Indenture and such other changes to effectuate
this Second Supplemental Indenture.



     Section 2.17 If, prior to the Effective Time, a Default or Event of Default has occurred under
clause (4) of Section 6.01 of the Indenture with respect to any of the covenants contained in
Section 4.33, then this supplemental indenture shall be deemed to (i) constitute a waiver of any
such Defaults and Events of Default under the Indenture occurring prior to the Effective Time and
(ii) rescind any acceleration of the Notes caused by or based on such Defaults or Events of
Default, occurring prior to the Effective Time, and any acceleration or right to accelerate the
Notes based on such Defaults and Events of Default occurring prior to the Effective Time shall be
revoked and any such acceleration of the Notes shall be deemed rescinded. Such waiver and
rescission will be effected pursuant to sections 6.02 and 6.04 of the Indenture, as applicable.



     Section 2.18 Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in
accordance with their terms with all capitalized terms used herein without definition having the
same respective meanings ascribed to them as in the Indenture.



     Section 2.19 Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Second Supplemental Indenture. This Second Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made applicable to the
Trustee with respect hereto. The Trustee shall not be responsible for or in respect of the validity
or sufficiency of this Second Supplemental Indenture or for or in respect of the correctness of the



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recitals of fact contained herein, all of which recitals are made solely by the Company and
the undersigned Guarantors.




     Section 2.20 THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 2.21 The parties may sign any number of copies of this Second Supplemental Indenture.
Each signed copy shall be an original, but all of such executed copies together shall represent the
same agreement.



[NEXT PAGE IS SIGNATURE PAGE]





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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to
be duly executed, all as of the date first written above.



	 	 	 	 	 
	 	Trico Shipping AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	GUARANTORS



Trico Marine Services Inc.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	Trico Marine Cayman, L.P.

 	 
	 	By:  	Trico Holdco LLC, General Partner
 	 
	 	By:  	Trico Marine Services, Inc., its Sole Member
 	 
	 
	 	By:  	                                                  /s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	Trico Holdco LLC

 	 
	 	By:  	Trico Marine Services, Inc., its Sole Member
 	 
	 
	 	By:  	                                                  /s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President 	 
	 



[Signature pages to the Second Supplemental Indenture]





 








 










	 	 	 	 	 
	 	Trico Supply AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Trico Subsea Holding AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean Shipping III AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean Shipping II AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Deep Ocean Shipping AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 



[Signature pages to the Second Supplemental Indenture]





 








 










	 	 	 	 	 
	 	Trico Supply (UK) Limited

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Albyn Marine Limited

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC Marine Projects Limited

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean Brasil Servicos Ltda.

 	 
	 	By:  	/s/ Tomás Salazar
 	 
	 	 	Name:  	Tomás Salazar 	 
	 	 	Title:  	Manager 	 
	 
	 	DeepOcean Maritime AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean Management AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature pages to the Second Supplemental Indenture]






 









 









	 	 	 	 	 
	 	DeepOcean De Mexico S. De R.L. De C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	CTC Marine Norway AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC Marine Projects (Guernsey) Limited

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DeepOcean Subsea Services Limited

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DeepOcean B.V.

 	 
	 	By:  	/s/ Mads Ragnar Bårdsen
 	 
	 	 	Name:  	Mads Ragnar Bårdsen 	 
	 	 	Title:  	Director 	 
	 
	 	DeepOcean UK Ltd.

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature pages to the Second Supplemental Indenture]





 









 









	 	 	 	 	 
	 	Servicios Profesionales De Apoyo
Especializado,

 S. De R.L. De C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	Servicios De Soporte Profesional Administrativo,


S. De R.L. De C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	Trico Subsea AS

 	 
	 	By:  	/ s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature pages to the Second Supplemental Indenture]








 









 








	 	 	 	 	 
	 	Deutsche Bank National Trust Company,

as Trustee

 	 
	 	By:  	/s/ George Kubin	 
	 	 	Name:  	George Kubin 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	/s/ Theresa Jacobson	 
	 	 	Name:  	Theresa Jacobson	 
	 	 	Title:  	Assistant Vice President	 
	 



[Signature Page to Form of Supplemental Indenture]