exv10w2






Exhibit 10.2




EXECUTION COPY




 




$22,000,000



PRIORITY CREDIT AGREEMENT



among



TRICO SHIPPING AS,



as Borrower,



TRICO SUPPLY AS



and



the Subsidiary Guarantors listed on Schedule IX hereto,




VARIOUS LENDERS,



and



CANTOR FITZGERALD SECURITIES,



as Administrative Agent



 





Dated as of September 21, 2010



 





 




 









 





TABLE OF CONTENTS




	 	 	 	 	 

	Section 1. Defined Terms
	 	 	1	 
	 
	 	 	 	 
	Section 2. Amount and Terms of Credit Facility
	 	 	15	 
	 
	 	 	 	 
	2.01 Loans and Commitments
	 	 	15	 
	2.02 Minimum Amount of Each Borrowing
	 	 	16	 
	2.03 Notice of Borrowing
	 	 	16	 
	2.04 Disbursement of Funds
	 	 	17	 
	2.05 Notes
	 	 	18	 
	2.06 Pro Rata Borrowings
	 	 	19	 
	2.07 Interest
	 	 	19	 
	2.08 [Reserved]
	 	 	19	 
	2.09 Increased Costs, Illegality, etc.
	 	 	19	 
	2.10 [Reserved]
	 	 	20	 
	2.11 Change of Lending Office
	 	 	20	 
	2.12 Replacement of Lenders
	 	 	20	 
	 
	 	 	 	 
	Section 3. [Reserved]
	 	 	21	 
	 
	 	 	 	 
	Section 4. Fees and Commissions; Reductions of Commitment
	 	 	21	 
	 
	 	 	 	 
	4.01 Fees
	 	 	21	 
	4.02 Voluntary Termination of Unutilized Commitments
	 	 	21	 
	4.03 Mandatory Reduction of Commitments
	 	 	21	 
	 
	 	 	 	 
	Section 5. Prepayments; Payments; Taxes; Voluntary Prepayments
	 	 	21	 
	 
	 	 	 	 
	5.01 Voluntary Prepayments
	 	 	22	 
	5.02 Mandatory Repayments
	 	 	22	 
	5.03 Method and Place of Payment
	 	 	22	 
	5.04 Net Payments; Taxes
	 	 	23	 
	 
	 	 	 	 
	Section 6. Conditions Precedent to the Effective Date
	 	 	24	 
	 
	 	 	 	 
	6.01 Execution of Agreement; Notes
	 	 	24	 
	6.02 Officer’s Certificate
	 	 	24	 
	6.03 Fees, etc.
	 	 	24	 
	6.04 Opinions of Counsel
	 	 	25	 
	6.05 Corporate Documents; Proceedings; etc.
	 	 	26	 
	6.06 Indebtedness
	 	 	26	 
	6.07 Security Documents
	 	 	26	 
	6.08 [Reserved]
	 	 	26	 






 









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	6.09 Approvals
	 	 	26	 
	6.10 Subsidiaries Guaranty
	 	 	26	 
	6.11 Litigation
	 	 	27	 
	6.12 Environmental Laws
	 	 	27	 
	6.13 Material Adverse Effect
	 	 	27	 
	6.14 No Conflicts; Margin Regulations
	 	 	27	 
	6.15 Working Capital Credit Agreement Amendment
	 	 	27	 
	6.16 Collateral Agency and Intercreditor Agreement Amendment
	 	 	27	 
	6.17 Senior Notes Indenture Supplement
	 	 	27	 
	6.18 Business Plan and Projections
	 	 	27	 
	6.19 Insurance
	 	 	28	 
	6.20 Agent for Service of Process
	 	 	28	 
	6.21 Court Orders
	 	 	28	 
	 
	 	 	 	 
	Section 7. Conditions Precedent to each Credit Event
	 	 	28	 
	 
	 	 	 	 
	7.01 No Default; Representations and Warranties
	 	 	28	 
	7.02 Notice of Borrowing
	 	 	28	 
	7.03 Post-Effective Date Deliverables
	 	 	28	 
	7.04 Approved Budget
	 	 	29	 
	7.05 Approved Restructuring Plan
	 	 	29	 
	 
	 	 	 	 
	Section 8. Representations, Warranties and Agreements
	 	 	29	 
	 
	 	 	 	 
	8.01 Corporate/Limited Liability Company/Limited Partnership Status
	 	 	29	 
	8.02 Corporate Power and Authority
	 	 	29	 
	8.03 No Violation
	 	 	30	 
	8.04 Governmental Approvals
	 	 	30	 
	8.05 Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections; etc.
	 	 	30	 
	8.06 Litigation
	 	 	31	 
	8.07 True and Complete Disclosure
	 	 	31	 
	8.08 Use of Proceeds; Margin Regulations
	 	 	31	 
	8.09 Tax Returns and Payments
	 	 	32	 
	8.10 Compliance with ERISA
	 	 	32	 
	8.11 The Security Documents
	 	 	33	 
	8.12 Subsidiaries
	 	 	34	 
	8.13 Compliance with Statutes, etc.
	 	 	34	 
	8.14 Investment Company Act
	 	 	34	 
	8.15 Environmental Matters
	 	 	34	 
	8.16 Labor Relations
	 	 	35	 
	8.17 Patents, Licenses, Franchises and Formulas
	 	 	35	 
	8.18 Indebtedness
	 	 	35	 
	8.19 Insurance
	 	 	35	 






ii









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	8.20 Properties
	 	 	35	 
	8.21 Legal Names; Type of Organization (and Whether a Registered Organization);
Jurisdiction of Organization; etc.
	 	 	35	 
	8.22 Concerning the Mortgaged Vessels
	 	 	36	 
	8.23 Citizenship
	 	 	36	 
	8.24 Vessel Classification
	 	 	36	 
	8.25 No Immunity
	 	 	36	 
	8.26 Fees and Enforcement
	 	 	36	 
	8.27 Form of Documentation
	 	 	36	 
	 
	 	 	 	 
	Section 9. Affirmative Covenants
	 	 	37	 
	 
	 	 	 	 
	9.01 Information Covenants
	 	 	37	 
	9.02 Books, Records and Inspections
	 	 	40	 
	9.03 Maintenance of Property; Insurance
	 	 	41	 
	9.04 Existence; Franchises
	 	 	41	 
	9.05 Compliance with Statutes, etc.
	 	 	41	 
	9.06 Compliance with Environmental Laws
	 	 	41	 
	9.07 ERISA
	 	 	42	 
	9.08 End of Fiscal Years
	 	 	43	 
	9.09 Performance of Obligations
	 	 	43	 
	9.10 Payment of Taxes
	 	 	43	 
	9.11 Additional Security; Additional Guarantors; Further Assurances
	 	 	43	 
	9.12 Use of Proceeds
	 	 	44	 
	9.13 Flag of Mortgaged Vessels; Vessel Classifications; Management
	 	 	44	 
	9.14 Post-Effective Date Deliverables
	 	 	44	 
	9.15 Approved Restructuring Plan
	 	 	45	 
	 
	 	 	 	 
	Section 10. Negative Covenants
	 	 	45	 
	 
	 	 	 	 
	10.01 Liens
	 	 	45	 
	10.02 Merger, Consolidation or Sale of Assets, Etc.
	 	 	45	 
	10.03 Dividends
	 	 	46	 
	10.04 Indebtedness
	 	 	46	 
	10.05 Transactions with Affiliates
	 	 	47	 
	10.06 Limitations on Investments
	 	 	48	 
	10.07 Limitation on Modifications of Certificate of Incorporation and By-Laws; etc.
	 	 	50	 
	10.08 Limitation on Certain Restrictions on Subsidiaries
	 	 	50	 
	10.09 Business
	 	 	50	 
	10.10 ERISA
	 	 	50	 
	10.11 Voluntary Prepayments, Etc. of Senior Notes; Amendments of Senior Notes
Documentation and Working Capital Credit Documents
	 	 	50	 
	10.12 [Reserved]
	 	 	51	 






iii









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	10.13 Settlement of Litigation
	 	 	51	 
	10.14 Minimum Cash
	 	 	51	 
	10.15 Minimum Monthly EBITDA
	 	 	51	 
	10.16 Compliance with Approved Budget
	 	 	52	 
	 
	 	 	 	 
	Section 11. Events of Default
	 	 	52	 
	 
	 	 	 	 
	11.01 Payments
	 	 	52	 
	11.02 Representations, etc.
	 	 	52	 
	11.03 Covenants
	 	 	52	 
	11.04 Default Under Other Agreements
	 	 	52	 
	11.05 Bankruptcy, etc.
	 	 	53	 
	11.06 ERISA
	 	 	53	 
	11.07 Security Documents
	 	 	54	 
	11.08 Guaranties
	 	 	54	 
	11.09 Judgments
	 	 	54	 
	11.10 Change of Control
	 	 	54	 
	11.11 Approved Restructuring Plan
	 	 	54	 
	11.12 Special Repurchase Offer
	 	 	54	 
	11.13 Forbearance Termination Date
	 	 	54	 
	 
	 	 	 	 
	Section 12. Administrative Agent
	 	 	55	 
	 
	 	 	 	 
	12.01 Appointment
	 	 	55	 
	12.02 Nature of Duties
	 	 	55	 
	12.03 Lack of Reliance on the Administrative Agent
	 	 	56	 
	12.04 Certain Rights of the Administrative Agent
	 	 	56	 
	12.05 Reliance
	 	 	56	 
	12.06 Indemnification
	 	 	57	 
	12.07 The Administrative Agent in its Individual Capacity
	 	 	57	 
	12.08 Holders
	 	 	57	 
	12.09 Resignation by the Administrative Agent
	 	 	57	 
	12.10 [Reserved]
	 	 	58	 
	12.11 Removal of the Administrative Agent; Appointment of Successor Administrative
Agent
	 	 	58	 
	 
	 	 	 	 
	Section 13. Holdings Guaranty
	 	 	59	 
	 
	 	 	 	 
	13.01 Holdings Guaranty
	 	 	59	 
	13.02 Bankruptcy
	 	 	59	 
	13.03 Nature of Liability
	 	 	59	 
	13.04 Independent Obligation
	 	 	60	 
	13.05 Authorization
	 	 	60	 
	13.06 Reliance
	 	 	61	 






iv









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	13.07 Subordination
	 	 	61	 
	13.08 Waiver
	 	 	61	 
	 
	 	 	 	 
	Section 14. Miscellaneous
	 	 	62	 
	 
	 	 	 	 
	14.01 Payment of Expenses
	 	 	62	 
	14.02 Right of Setoff
	 	 	63	 
	14.03 Notices
	 	 	64	 
	14.04 Benefit of Agreement; Assignments and Participations
	 	 	64	 
	14.05 No Waiver; Remedies Cumulative
	 	 	66	 
	14.06 Payments Pro Rata
	 	 	66	 
	14.07 Calculations; Computations
	 	 	67	 
	14.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL;
APPOINTMENT OF PROCESS AGENT
	 	 	67	 
	14.09 Counterparts
	 	 	69	 
	14.10 Effectiveness
	 	 	69	 
	14.11 Headings Descriptive
	 	 	69	 
	14.12 Amendment or Waiver; etc.
	 	 	69	 
	14.13 Survival
	 	 	71	 
	14.14 Domicile of Loans
	 	 	71	 
	14.15 Limitation on Additional Amounts, etc.
	 	 	71	 
	14.16 Confidentiality
	 	 	71	 
	14.17 Register
	 	 	72	 
	14.18 Judgment Currency
	 	 	72	 
	14.19 Language
	 	 	73	 
	14.20 Waiver of Immunity
	 	 	73	 
	14.21 USA PATRIOT Act Notice
	 	 	73	 
	14.22 OTHER LIENS ON COLLATERAL; TERMS OF COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT; ETC.
	 	 	74	 






v









 






Table of Contents

(continued)




	 	 	 	 	 

	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE I

	 	—
	 	Commitments
	SCHEDULE II

	 	—
	 	Lender Addresses
	SCHEDULE III

	 	—
	 	Approved Classification Societies
	SCHEDULE IV

	 	—
	 	ERISA
	SCHEDULE V

	 	—
	 	Subsidiaries
	SCHEDULE VI

	 	—
	 	Existing Indebtedness
	SCHEDULE VII

	 	—
	 	Legal Name; Type of Organization and whether a Registered Organization;
Jurisdiction of Organization; Etc.
	SCHEDULE VIII

	 	—
	 	Transactions with Affiliates
	SCHEDULE IX

	 	—
	 	Subsidiary Guarantors
	SCHEDULE X

	 	—
	 	Security Documents
	SCHEDULE XI

	 	—
	 	Mortgaged Vessels
	SCHEDULE XII

	 	—
	 	Required Insurance
	SCHEDULE XIII

	 	—
	 	Post-Effective Date Deliverables
	SCHEDULE XIV

	 	—
	 	Existing Investments
	SCHEDULE XV

	 	—
	 	Litigation
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A

	 	—
	 	Notice of Borrowing
	EXHIBIT B

	 	—
	 	Note
	EXHIBIT C

	 	—
	 	Form of Assignment and Assumption Agreement
	EXHIBIT D-1

	 	—
	 	Opinion of Vinson & Elkins L.L.P., special counsel to the Credit Parties
	EXHIBIT D-2

	 	—
	 	Opinion of Higgs & Johnson, Bahamian counsel to the Credit Parties
	EXHIBIT D-3

	 	—
	 	Opinion of Seward & Kissel LLP, Vanuatu maritime counsel to the Credit Parties
	EXHIBIT D-4

	 	—
	 	Opinion of Mackinnons, U.K. counsel to the Credit Parties
	EXHIBIT D-5

	 	—
	 	Opinion of TozziniFreire Advogados, Brazilian counsel to the Credit Parties
	EXHIBIT D-6

	 	—
	 	[Reserved]
	EXHIBIT D-7

	 	—
	 	Opinion of Cains, Isle of Man maritime counsel to the Credit Parties
	EXHIBIT D-8

	 	—
	 	Opinion of Nauta Dutilh, Dutch counsel to the Credit Parties
	EXHIBIT D-9

	 	—
	 	Opinion of Bugge, Arentz-Hansen & Rasmussen, Norwegian counsel to the Credit Parties
	EXHIBIT D-10

	 	—
	 	[Reserved]






vi









 





Table of Contents

(continued)




	 	 	 	 	 

	EXHIBIT D-11

	 	—
	 	Opinion of Pinedo Abogados, Mexican counsel to the Credit Parties
	EXHIBIT D-12

	 	—
	 	Opinion of Mackinnons, Scottish counsel to the Credit Parties
	EXHIBIT E

	 	—
	 	Officer’s Certificate
	EXHIBIT F

	 	—
	 	Form of Subsidiaries Guaranty
	EXHIBIT G

	 	—
	 	[Reserved]
	EXHIBIT H

	 	—
	 	Form of Intercompany Subordination Provisions
	EXHIBIT I

	 	—
	 	[Reserved]
	EXHIBIT J

	 	—
	 	Form of Working Capital Credit Agreement Amendment
	EXHIBIT K

	 	—
	 	Form of Collateral Agency and Intercreditor Agreement
	EXHIBIT L

	 	—
	 	Form of Senior Notes Indenture Supplement
	EXHIBIT M

	 	—
	 	Form of Officer’s Certificate (Minimum Cash)
	EXHIBIT N

	 	—
	 	Form of Officer’s Certificate (Minimum Monthly EBITDA)
	EXHIBIT O

	 	—
	 	Approved Budget







vii












 





          PRIORITY CREDIT AGREEMENT, dated as of September 21, 2010, among TRICO SUPPLY AS, a
limited company organized under the laws of Norway (“Holdings”), the Subsidiary Guarantors
listed on Schedule IX, TRICO SHIPPING AS, a limited company organized under the laws of
Norway and a wholly-owned Subsidiary of Holdings (the “Borrower”), the Lenders party hereto
from time to time, and CANTOR FITZGERALD SECURITIES (“Cantor”), 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 has requested that Lenders extend credit to the Borrower to satisfy
certain immediate liquidity needs necessary to maintain the Borrower as a going concern;




          WHEREAS, the Lenders are willing to extend credit to the Borrower, on the terms and conditions
set forth herein; and




          WHEREAS, the Subsidiary Guarantors will guarantee the obligations of the Borrower hereunder;




          NOW, THEREFORE, the parties hereto agree as follows:




          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 (including, for
purposes of Section 10.05 only, all directors, officers and partners of such Person)
directly or indirectly controlling, controlled by, or under direct or indirect common control with,
such Person; provided, however, that for purposes of Section 10.05, an
Affiliate of Holdings shall include any Person that directly or indirectly owns more than 5% of any
class of the capital stock of Holdings and any officer or director of Holdings or any of its
Subsidiaries. A Person shall be deemed to control another Person if such Person possesses,
directly or indirectly, the power 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.
Notwithstanding anything to the contrary contained above, for purposes of Section 10.05,
neither the Administrative Agent, nor the Collateral Agent, nor any Lender (or any of their
respective affiliates) shall be deemed to constitute an Affiliate of Holdings or its Subsidiaries
in connection with the Credit Documents or its dealings or arrangements relating thereto.




          “Agents” shall mean, collectively, the Administrative Agent and the Collateral Agent.






 









 








          “Aggregate Term Loan Exposure” at any time shall mean the Aggregate Tranche A Term
Loan Exposure plus the Aggregate Tranche B Term Loan Exposure at such time.




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




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




          “Agreement” shall mean this Credit Agreement, as modified, supplemented, amended or
restated from time to time.




          “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.




          “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 and
the Required Lenders.




          “Approved Budget” shall mean the budget attached as Exhibit O, as such budget
may be modified from time to time in accordance with Section 9.01(l) or as approved by the Required
Lenders or the financial advisors to the Required Lenders.




          “Approved Restructuring Plan” means a document that includes “Restructuring Plan” in
its title and contemplates restructuring the Credit Parties’ Indebtedness, as adopted by the
Borrower and approved by the Required Lenders as the same may be amended, supplemented or otherwise
modified from time to time with the consent of the Required Lenders and which plan may provide for
debt exchanges, debt incurrences, asset sales, debt repayment, recapitalizations and
restructurings.




          “Asset Sale” shall have the meaning provided in the Senior Notes Indenture as in
effect on the Effective Date and without giving effect to any subsequent amendment, modification,
supplement or waiver thereto (which definition together with the defined terms used therein are
herein incorporated by reference).




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




          “Authorized Officer” shall mean, with respect to (i) the delivery of Notices of
Borrowing, the chairman of the board, managing director, the chief executive officer, the chief
financial officer, the president, any vice president, the treasurer or the secretary of the
Borrower, or any other officer of the Borrower designated in writing to the Administrative Agent by
the chief executive officer, president or treasurer of the Borrower as being authorized to give
notices under this Agreement, (ii) delivery of financial documents and officer’s certificates
pursuant to this Agreement, the chairman of the board, managing director, director, the president,
any vice president, the treasurer, any other financial officer or an authorized manager of any
Credit Party and (iii) any other matter in connection with this Agreement or any other Credit
Document, any





2









 







officer (or a Person or Persons so designated by any two officers) of any Credit Party, in
each case to the extent reasonably acceptable to the Administrative Agent and the Required Lenders.




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




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




          “Borrowing” shall mean a Term Loan Borrowing.




          “Business Day” shall mean any day excluding Saturday, Sunday and any day which shall
be in the City of New York or London or Frankfurt a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close.




          “Cantor” shall have the meaning given to such term in the first paragraph of this
Agreement.




          “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 Collateral Account” shall have the meaning provided in the Senior Notes
Indenture (as in effect on the Effective Date and without giving effect to any further amendment,
modification, supplement or waiver thereto).




          “Cash Equivalents” shall have the meaning provided in the Collateral Agency and
Intercreditor Agreement (as in effect on the Effective Date immediately after giving effect to any
amendments thereto on such date and without giving effect to any further amendment, modification,
supplement or waiver thereto).




          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et
seq.




          “Change of Control” shall mean (i) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) under 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
Parent, (ii) the board of directors of the Parent shall cease to consist of a majority of
Continuing Directors, (iii) the Parent shall cease to own, directly or indirectly, 100% of the
voting and/or economic interests in the capital stock or other Equity Interests of the Credit
Parties, (iv) Holdings shall cease to own, directly or indirectly, 100% of the voting and/or
economic interests in the capital stock or other Equity Interests of the Borrower or (v) a “Change
of Control” under and as defined in the Senior Notes Indenture.






3









 








          “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 assets and properties of the Borrower and the Guarantors
subject to Liens created by the Security Documents.




          “Collateral Agency and Intercreditor Agreement” shall mean that certain Amended and
Restated Collateral Agency and Intercreditor Agreement, substantially in the form of Exhibit
K, dated as of the Effective Date, among the Collateral Agent, the Trustee (as defined
therein), the Administrative Agent, the Working Capital Facility Agent (as defined therein), the
Borrower and the Guarantors.




          “Collateral Agent” shall mean Wilmington Trust FSB as collateral agent for the holders
of the Secured Obligations and any successor thereto in such capacity.




          “Collateral Disposition” shall mean any Asset Sale of assets or other rights or
property that constitute Collateral under the Security Documents. The sale or issuance of Equity
Interests in a Subsidiary Guarantor that owns Collateral such that, as a consequence, such Person
no longer is a Subsidiary Guarantor, shall be deemed a Collateral Disposition of the Collateral
owned by such Subsidiary Guarantor.




          “Commitments” shall mean, collectively, the Tranche A Term Loan Commitments and the
Tranche B Term Loan Commitments.




          “Consolidated Cash Flow” and the defined terms used therein shall have the meanings
provided in the Senior Notes Indenture as in effect on the Effective Date and without giving effect
to any subsequent amendment, modification, supplement or waiver thereto (which definition together
with the defined terms used therein are herein incorporated by reference).




          “Contingent Obligation” shall mean, as to any Person, 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 (w) endorsements of instruments for deposit or collection in the
ordinary course of business, (x) customary and reasonable indemnity obligations in effect on the
Effective Date or entered into in connection with any acquisition or disposition of assets
permitted by this Agreement, (y) any products warranties extended in the ordinary course of
business and (z) guarantees made by Holdings or any of its Subsidiaries in respect of the
obligations of any





4









 







Subsidiaries of Holdings under operating leases entered into in the ordinary course of
business. 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 the less, the maximum amount of such primary obligation for which such
Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation)
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 Parent on the Effective Date, and
each other director, if, in each case, such other director’s nomination for election to the board
of directors of the Parent is recommended by at least a majority of the then Continuing Directors.




          “Credit Documents” shall mean this Agreement, each Note, the Collateral Agency and
Intercreditor Agreement, each Security Document, the Subsidiaries Guaranty and each additional
guaranty or additional security document executed pursuant to Section 9.11.




          “Credit Event” shall mean the making of any Loan.




          “Credit Party” shall mean Holdings, the Borrower, each Subsidiary Guarantor and, at
any time, any other Subsidiary of Holdings which is a party to any Credit Document at such time.




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




          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in
effect.




          “Deferred Fee” shall mean, with respect to any portion of the Term Loans, an amount
equal to the product of 2% and the principal amount of such portion of the Term Loans.




          “Disqualified Stock” shall have the meaning provided in the Senior Notes Indenture (as
in effect on the Effective Date and without giving effect to any further amendment, modification,
supplement or waiver thereto).




          “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 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 partnership or
membership interests outstanding on or after the Effective Date (or any options or warrants issued
by such Person with respect to its capital stock), 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 equity interests in, such Person outstanding on or after the Effective Date





5









 







(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.




          “Effective Date” shall mean September 21, 2010.




          “Eligible Transferee” shall mean and include a commercial bank, insurance company,
financial institution, fund or other Person which regularly purchases interests in loans or
extensions of credit of the types made pursuant to this Agreement, any other Person which would
constitute a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act as in effect on the Effective Date or 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.




          “Equity Interests” of any Person means any and all shares, equity interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, any limited or general
partnership interest and any limited liability company membership interest.




          “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 Holdings or any Subsidiary of Holdings would be deemed to be a “single employer”
within the meaning of Section 414(b), (c), (m) or (o) of the Code.




          “Event of Default” shall have the meaning provided in Section 11.




          “Event of Loss” shall have the meaning provided in the Senior Notes Indenture as in
effect on the Effective Date and without giving effect to any subsequent amendment, modification,
supplement or waiver thereto (which terms together with the defined terms used therein are hereby
incorporated by reference).






6









 








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




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




          “Existing Intercompany Indebtedness” shall mean the TMS Intercompany Indebtedness, the
Trico Cayman Intercompany Indebtedness and the Trico Supply Intercompany Indebtedness.




          “Fair Market Value” shall have the meaning provided in the Senior Notes Indenture (as
in effect on the Effective Date and without giving effect to any further amendment, modification,
supplement or waiver thereto).




          “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 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.




          “Forbearance Agreement” shall mean the Forbearance Agreement, dated as of September
2, 2010, by and among the Borrower and the holders of the Senior Notes party thereto.




          “Forbearance Period” shall mean the period beginning at 12:01 AM EST on June 17, 2010
and ending on the earliest to occur of (i) one year following such date, (ii) the effective date
of a plan of reorganization for the Parent, Trico Cayman and/or Trico Holdco in the Parent
Bankruptcy Case, (iii) the Forbearance Termination Date (as defined in the Third Amendment) and
(iv) the Forbearance Termination Date (as defined in the Forbearance Agreement).




          “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 Holdings or any one or more of its Subsidiaries primarily for the benefit of
employees of Holdings 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.




          “GAAP” shall have the meaning provided in Section 14.07(a).




          “Guaranteed Creditors” shall mean the Administrative Agent and each of the Lenders.




          “Guarantors” shall mean Holdings and each Subsidiary Guarantor.




          “Guaranty” shall mean the Holdings Guaranty and each Subsidiaries Guaranty.






7









 








          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde 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.




          “Holdings” shall have the meaning provided in the first paragraph of this Agreement.




          “Holdings Guaranty” shall mean the guaranty of Holdings pursuant to Section
13.




          “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) all Indebtedness of the types described in
clause (i), (iii), (iv), (v) or (vi) 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), (iii) the aggregate amount
of all Capitalized Lease Obligations of such Person, (iv) 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, (v) all Contingent Obligations of such Person with respect to
Indebtedness of another Person and (vi) all obligations under any Interest Rate Protection
Agreement or Other Hedging Agreement or under any similar type of agreement; provided that
Indebtedness shall in any event not include (x) trade payables and expenses accrued in the ordinary
course of business or (y) milestone payments and similar obligations incurred by any Person under
any vessel purchase contract.




          “Indemnitees” shall have the meaning provided in Section 14.01.




          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest
rate floor agreement or other similar agreement or arrangement.




          “Investments” shall have the meaning provided in Section 10.06.




          “IRS” shall mean the Internal Revenue Service.




          “Lender” shall mean a Term Lender or collectively, the Term Lenders, as the context
may require, as well as any Person which becomes a “Lender” hereunder pursuant to Section
2.12 or Section 14.04(b).






8









 








          “Lender Default” shall mean, as to any Lender, (i) the wrongful refusal (which has
not been retracted) of such Lender or the failure of such Lender to make available its portion of
any Borrowing required to be made by it pursuant to the terms of this Agreement, (ii) such Lender
having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding
or a takeover by a regulatory authority, (iii) such Lender having notified the Administrative Agent
and/or any Credit Party (x) that it does not intend to comply with its obligations under
Sections 2.01 or 2.04 in circumstances where such non-compliance would constitute a
breach of such Lender’s obligations under the respective Section or (y) of the events described in
preceding clause (ii), and (iv) the failure of such Lender to make available its portion of any
Term Loan Borrowing within one Business Day of the date that Lenders constituting the Required
Lenders with Term Loan Commitments have funded their portion thereof.




          “Lien” shall mean any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other) 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).




          “Liquidity” shall have the meaning provided in Section 10.13.




          “Loans” shall mean, collectively, the Term Loans.




          “LTM Consolidated Cash Flow” shall have the meaning provided in Section 10.14.




          “Margin Stock” shall have the meaning provided in Regulation U.




          “Material Adverse Effect” shall mean a material adverse effect (w) on the rights or
remedies of the Lenders under the Credit Documents, taken as a whole, (x) or the ability of the
Credit Parties, taken as a whole, to perform its or their obligations to the Lenders or (y) on the
property, assets, operations, liabilities or financial condition of the Credit Parties, taken as a
whole.




          “Mortgaged Vessels” shall mean, at any time, the Vessels that are subject to a first
priority vessel mortgage under the Security Documents. On the Effective Date, the Mortgaged
Vessels shall be the Vessels set forth on Schedule XI hereto.




          “Non-Defaulting Lender” shall mean each Term Lender that is not a Defaulting Lender.




          “Non-US 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.




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




          “Notice of Borrowing” shall have the meaning provided in Section 2.03.






9









 








          “Notice Office” shall mean the office of the Administrative Agent located at 900 West
Trade Street, Suite 725, Charlotte, North Carolina 28202, fax: 646-390-1764, email:
BankLoansAgency@cantor.com, attention: Bobbie Young, with a copy to 110 East 59th Street, New York,
New York 10022, fax: 917-677-8224, attention: Stephen Ewald, 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, to the extent related to the Loans,
any other Credit Document.




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




          “Option Vessel” shall have the meaning provided in the Senior Notes Indenture (as in
effect on the Effective Date and without giving effect to any further amendment, modification,
supplement or waiver thereto).




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




          “Parent Bankruptcy Case” shall mean the bankruptcy case by Parent, Trico Cayman and/or
Trico Holdco under Title 11 of the Bankruptcy Code or any other state or foreign bankruptcy
statute.




          “Parent Credit Agreement” shall mean the Second Amended and Restated Credit Agreement,
dated as of June 11, 2010, among the Parent, the guarantors from time to time party thereto, the
Lenders from time to time party thereto, and Obsidian Agency Services, Inc., as administrative
agent and as collateral agent, as amended, supplemented, modified, amended and restated and/or
refinanced in whole or in part from time to time.




          “PATRIOT Act” shall have the meaning provided in Section 14.21.




          “Payment Office” shall mean the office of the Administrative Agent located at 110 East
59th Street, New York, New York 10022, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.




          “Permitted Collateral Liens” shall have the meaning provided in the Senior Notes
Indenture (as in effect on the Effective Date and without giving effect to any further amendment,
modification, supplement or waiver thereto).




          “Permitted Flag Jurisdiction” shall have the meaning provided in the Senior Notes
Indenture (as in effect on the Effective Date and without giving effect to any further amendment,
modification, supplement or waiver thereto).






10









 








          “Permitted Liens” shall have the meaning provided in the Senior Notes Indenture (as in
effect on the Effective Date and without giving effect to any further amendment, modification,
supplement or waiver thereto).




          “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) Holdings or a Subsidiary of
Holdings or any ERISA Affiliate, and each such plan for the five-year period immediately following
the latest date on which Holdings or a Subsidiary of Holdings or any ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.




          “Projections” shall have the meaning provided in Section 8.05(d).




          “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 or licenses of land.




          “Register” shall have the meaning provided in Section 14.17.




          “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.




          “Replaced Lender” shall have the meaning provided in Section 2.12.




          “Replacement Lender” shall have the meaning provided in Section 2.12.




          “Required Lenders” shall mean, as of any date of determination, Term Lenders holding
more than 50% of the sum of the outstanding unfunded Commitments plus the outstanding Term Loans on
such date; provided, that the portion of the outstanding unfunded Commitments and Term
Loans held or deemed held by any Defaulting Lender shall be excluded for the purposes of making a
determination of Required Lenders.






11









 








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




          “SEC” shall mean the Securities and Exchange Commission.




          “Secured Creditors” shall mean the “Secured Parties” as defined in the Collateral
Agency and Intercreditor Agreement.




          “Secured Obligations” shall have the meaning provided in the Collateral Agency and
Intercreditor Agreement.




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Security Documents” shall have the meaning provided in the Collateral Agency and
Intercreditor Agreement.




          “Senior Notes” shall mean the 11.875% Senior Secured Notes of the Borrower, due
November 1, 2014 issued pursuant to the Senior Notes Indenture.




          “Senior Notes Documentation” shall mean the Senior Notes and all other documents,
instruments and agreements executed and delivered in connection with the Senior Notes, including
the Senior Notes Indenture, as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms hereof and thereof.




          “Senior Notes Indenture” shall mean the Indenture, dated as of October 30, 2009,
pursuant to which the Senior Notes have been issued, as supplemented by a First Supplemental
Indenture dated as of June 25, 2010 and a Second Supplemental Indenture dated as of the Effective
Date, and as further amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.




          “Senior Notes Trustee” shall mean Deutsche Bank National Trust Company (as successor
trustee to Wells Fargo Bank, N.A.), as trustee under the Senior Notes Indenture and any successor
thereto.




          “Subsidiaries Guaranty” shall have the meaning provided in Section 6.10(a).




          “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.




          “Subsidiary Guarantor” shall mean each Subsidiary of Holdings that executes and
delivers any Subsidiaries Guaranty, unless and until such time as the respective Subsidiary is
released from all of its obligations under any relevant Subsidiaries Guaranty in accordance with
the terms and provisions thereof.






12









 








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




          “Term Commitments” shall mean the Tranche A Term Loan Commitments and the Tranche B
Term Loan Commitments.




          “Term Lenders” shall mean, collectively, the Tranche A Term Lenders and the Tranche B
Term Lenders.




          “Term Loan Borrowing” shall mean a Tranche A Term Loan Borrowing or a Tranche B Term
Loan Borrowing, as the context may require.




          “Term Loan Maturity Date” shall mean September 21, 2011.




          “Term Loans” shall mean, collectively, the Tranche A Term Loans and the Tranche B Term
Loans.




          “Third Amendment” shall mean the Third Amendment and Forbearance Agreement to Credit
Agreement dated as of June 29, 2010, which amended and modified the Working Capital Credit
Agreement.




          “TMS Intercompany Indebtedness” shall mean the Indebtedness in the initial principal
amount of $395,000,000 incurred by the Borrower from the Parent pursuant to a loan agreement dated
May 15, 2008.




          “Total Commitments” shall mean the sum of the Total Tranche A Term Loan Commitments
and the Total Tranche B Term Loan Commitments.




          “Total Tranche A Term Loan Commitment” shall mean, at any time, (i) $15,000,000 minus
(ii) the sum of the aggregate amount of (x) any voluntary reductions to the Total Tranche A Term
Loan Commitment made pursuant to Section 4.02 at or before such time and (y) mandatory
reductions to the Total Tranche A Term Loan Commitment required to be made pursuant to Sections
4.03(c) through 4.03(e) at or before such time.




          “Total Tranche B Term Loan Commitment” shall mean, at any time, (i) $7,000,000 minus
(ii) the sum of the aggregate amount of (x) any voluntary reductions to the Total Tranche B Term
Loan Commitment made pursuant to Section 4.02 at or before such time and (y) mandatory
reductions to the Total Tranche B Term Loan Commitment required to be made pursuant to Sections
4.03(c) through 4.03(e) at or before such time.




          “Tranche A Term Lender” shall mean each financial institution listed on Schedule
I as a “Tranche A Term Lender”.




          “Tranche A Term Loan” shall have the meaning provided in Section 2.01(b).




          “Tranche A Term Loan Borrowing” shall mean the borrowing of Tranche A Term Loans from
all the Tranche A Term Lenders (other than any Tranche A Term Lender which has not funded its share
of a Tranche A Term Loan Borrowing in accordance with this Agreement) having Tranche A Term Loan
Commitments on a given date.






13









 








          “Tranche A Term Loan Commitment” shall mean, for each Tranche A Term Lender, the
amount set forth opposite such Tranche A Term Lender’s name in Schedule I hereto directly
below the column entitled “Tranche A Term Loan Commitment,” as the same may be (x) reduced from
time to time as a result of the acceleration of the Tranche A Term Loans, pursuant to Section
11 or (y) adjusted from time to time as a result of assignments to or from such Tranche A Term
Lender pursuant to Section 2.12 or 14.04(b).




          “Tranche B Term Lender” shall mean each financial institution listed on Schedule
I as a “Tranche B Term Lender”.




          “Tranche B Term Loan” shall have the meaning provided in Section 2.01(c).




          “Tranche B Term Loan Borrowing” shall mean the borrowing of Tranche B Term Loans from
all the Tranche B Term Lenders (other than any Tranche B Term Lender which has not funded its share
of a Tranche B Term Loan Borrowing in accordance with this Agreement) having Tranche B Term Loan
Commitments on a given date.




          “Tranche B Term Loan Commitment” shall mean, for each Tranche B Term Lender, the
amount set forth opposite such Tranche B Term Lender’s name in Schedule I hereto directly
below the column entitled “Tranche B Term Loan Commitment,” as the same may be (x) reduced from
time to time as a result of the acceleration of the Tranche B Term Loans or Section 11 or
(y) adjusted from time to time as a result of assignments to or from such Tranche B Term Lender
pursuant to Section 2.12 or 14.04(b).




          “Tranche B Term Loan Commitment Termination Date” shall mean October 1, 2010.




          “Transaction” shall mean, collectively, (i) the entering into of this Agreement and
the amendments and supplements to the Credit Documents, the Working Capital Credit Documents and
the Senior Notes Documentation to be entered into as a condition to this Agreement, (ii) the
incurrence of Loans hereunder and (iii) the payment of fees and expenses in connection with the
foregoing.




          “Trico Cayman” shall mean Trico Marine Cayman, L.P., a limited partnership organized
under the laws of the Cayman Islands.




          “Trico Cayman Intercompany Indebtedness” shall mean the Indebtedness in the initial
principal amount of $33,486,076.35 incurred by Holdings from Trico Cayman, acting through its
general partner, Trico Holdco, pursuant to a loan agreement dated as of November 8, 2007, as
amended.




          “Trico Holdco” shall mean Trico Holdco LLC, a Delaware limited liability company and
the general partner of Trico Cayman.




          “Trico Supply Intercompany Indebtedness” shall mean the Indebtedness in the initial
principal amount of $194,000,000 incurred by Holdings from Trico Marine Operators, Inc. pursuant to
a promissory note dated November 8, 2007, as amended.






14









 








          “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 a multi-purpose service vessel, platform supply vessel, subsea
platform supply vessel, supply vessel, trenching and protection support vessel, anchor handling,
towing and supply vessel, crew boat, line handling vessel, tanker, bulk carrier, barge, container
vessel, reefer vessel, tug boat, push boat, off shore supply vessel, floating storage production
unit, barge and in general any floating craft whose purpose may be partially or wholly to (i)
deploy, procure, process, transport, load, discharge, transfer or store lawful cargo, drilling
products, water or fuel, (ii) transport crew, personnel or passengers or (iii) support
construction, repair, maintenance and subsea work, and all related spares, stores, equipment,
additions and improvement equipment related to such work whether it is attached to such vessel or
not, in each case used in a Permitted Business (as defined in the Senior Note Indenture).




          “Vessel Mortgage” shall mean a first preferred mortgage and deed of covenants, as
applicable, as such mortgage and deed of covenants may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.




          “Working Capital Credit Agreement” shall mean the Amended Credit Agreement, dated as
of October 30, 2009, by and among the Borrower, Holdings, Trico Holdco, Trico Cayman, the
Subsidiary Guarantors, the lenders party thereto from time to time, and Nordea Bank Finland PLC,
New York Branch, as administrative agent, as amended by a First Amendment and Waiver to Credit
Agreement dated as of March 15, 2010, a Second Amendment to Credit Agreement and Forbearance
Agreement dated as of June 17, 2010, a Third Amendment to Credit Agreement and Forbearance
Agreement dated as of June 29, 2010, a Fourth Amendment to Credit Agreement dated as of July 23,
2010, and a Fifth Amendment to Credit Agreement dated as of the Effective Date, and as further
amended, restated, supplemented or otherwise modified from time to time.




          “Working Capital Credit Documents” shall mean the Working Capital Credit Agreement and
the other Credit Documents (as defined in the Working Capital Credit Agreement).




          “Working Capital Specified Event of Default” shall mean the Specified Events of
Default (as defined in the Third Amendment to the Working Capital Credit Agreement, as modified by
the Fifth Amendment to the Working Capital Credit Agreement).




          “Yield Maintenance Fee” shall mean, with respect to any Lender’s Term Commitments, an
amount equal to the excess (if any) of (a) the product of (i) 5% and (ii) such Lender’s Term
Commitments on the Effective Date over (b) the aggregate amount of consent fees received by such
Lender as a holder of Senior Notes or as a lender under the Working Capital Credit Agreement to
consent to the Transaction.




          Section 2. Amount and Terms of Credit Facility.




          2.01 Loans and Commitments.







15









 








          (a) [Reserved]




          (b) Subject to and upon the terms and conditions set forth herein, each Tranche A Term Lender
severally agrees to make on the Effective Date term loans (each a “Tranche A Term Loan”)
requested by Borrower hereunder, which Tranche A Term Loans (A) shall be made and maintained in
Dollars, (B) shall bear interest in accordance with Section 2.07, (C) may not be reborrowed
if repaid, (D) shall not exceed for any Tranche A Term Lender at any time that aggregate principal
amount outstanding which at such time equals the Tranche A Term Loan Commitment of such Tranche A
Term Lender at such time, (E) shall not be required to be made by any Tranche A Term Lender if,
after giving effect thereto, the Aggregate Tranche A Term Loan Exposure would exceed the then
applicable Total Tranche A Term Loan Commitment, and (F) may only be drawn by the Borrower pursuant
to one Borrowing on the Effective Date.




          (c) Subject to and upon the terms and conditions set forth herein, each Tranche B Term Lender
severally agrees to make at any time on or after the Effective Date and prior to the Tranche B Term
Loan Commitment Termination Date term loans (each a “Tranche B Term Loan”) requested by
Borrower hereunder, which Tranche B Term Loans (A) shall be made and maintained in Dollars, (B)
shall bear interest in accordance with Section 2.07, (C) may only be drawn by the Borrower
on a date occurring prior to the Tranche B Term Loan Commitment Termination Date, (D) may not be
reborrowed if repaid, (E) shall not exceed for any Tranche B Term Lender at any time that aggregate
principal amount outstanding which at such time equals the Tranche B Term Loan Commitment of such
Tranche B Term Lender at such time, (F) shall not be required to be made by any Tranche B Term
Lender if, after giving effect thereto, the Aggregate Tranche B Term Loan Exposure would exceed the
then applicable Total Tranche B Term Loan Commitment, (G) may only be drawn by the Borrower
pursuant to one Borrowing after the Effective Date but prior to the Tranche B Term Loan Commitment
Termination Date, (H) may only be drawn if prior to or concurrently with such Borrowing, all of the
conditions precedent set forth in Section 7 have been satisfied or waived, and (I) shall
not be required to be made by any Tranche B Term Lender if, after giving effect thereto, the
Aggregate Term Loan Exposure would exceed the amount then permitted pursuant to Section 4.07(1) of
the Senior Note Indenture at such time.




          2.02 Minimum Amount of Each Borrowing. The aggregate principal amount of the Tranche
A Term Loan Borrowing and the Tranche B Term Loan Borrowing shall be the full amount permitted to
be funded hereunder on the date of each such Borrowing. More than one Borrowing may occur on the
same date.




          2.03 Notice of Borrowing. (a) Whenever the Borrower desires to request (i) the
Tranche A Term Loan Borrowing, the Borrower shall give the Administrative Agent at the Notice
Office at least one day’s prior notice of the Tranche A Term Loan to be incurred hereunder,
provided that any such notice shall be deemed to have been given on a certain day only if given
before 5:00 P.M. (New York City time) on such day, and (ii) the Tranche B Term Loan Borrowing, the
Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’
prior notice of the Tranche B Term Loans to be incurred hereunder, provided that any such notice
shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City
time) on such day. Each such notice (each, a “Notice of





16









 








Borrowing”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and
shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to
specify: (i) whether the requested Borrowing is a Tranche A Term Loan or a Tranche B Term Loan, as
applicable, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(iii) the date of such Borrowing (which shall be a Business Day), and (iv) to which account the
proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each
Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s
proportionate share thereof and of the other matters required by the immediately preceding sentence
to be specified in the Notice of Borrowing.




          (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of
Borrowing in accordance with Section 2.03(a), the Administrative Agent may act without
liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative
Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of the Notice
of Borrowing. In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans,
absent manifest error.




          2.04 Disbursement of Funds. Except as otherwise specifically provided in the
immediately succeeding sentence, no later than 12:00 Noon (New York time) on the date specified in
each Notice of Borrowing, each Lender will make available its pro rata portion of each such
Borrowing requested to be made on such date. All such amounts shall be made available in Dollars
and in immediately available funds at the Payment Office and the Administrative Agent will make
available to the Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds
actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at
the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate
of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be
obligated to), in reliance upon such assumption, make available to the Borrower a corresponding
amount. If the Administrative Agent makes such corresponding amount available to the Borrower but
such corresponding amount is not in fact made available to the Administrative Agent by such Lender,
the Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative
Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower,
as the case may be, interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the Borrower until the date
such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and
at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if
recovered from the Borrower, at the rate of





17









 







interest applicable to the respective Borrowing, as determined pursuant to Section 2.07.
Nothing in this Section 2.04 shall be deemed to relieve any Lender of its obligation to make Loans
hereunder or to prejudice any rights the Borrower may have against any Lender as a result of such
Lender’s failure to make Loans hereunder.




          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 Administrative
Agent pursuant to Section 14.17 and shall, if requested by such Lender, 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 such Lender and be
dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the
date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loan
Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the Effective Date
before giving effect to any reductions thereto on such date (or, in the case of Notes issued after
the Effective Date, be in a stated principal amount equal to the Tranche A Term Loan Commitment or
Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof)
and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each
Loan evidenced thereby, be payable in Dollars, (v) mature on the Term Loan Maturity Date, (vi) bear
interest as provided in Section 2.07, (vii) be subject to voluntary prepayment and
mandatory repayment as provided in Sections 5.01 and 5.02 and (viii) 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 be delivered only to Lenders that 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 Borrower that 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 Credit Documents. Any
Lender that 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 (including, without
limitation, to replace any Note that has been destroyed or lost) when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to
such Lender the requested Note in the appropriate amount or amounts to evidence such Loans;
provided that, in the case of a substitute or replacement Note, the Borrower shall have
received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary
lost/destroyed Note indemnity, in each case





18









 







in form and substance reasonably acceptable to the Borrower and such requesting Lender, and
duly executed by such requesting Lender.




          2.06 Pro Rata Borrowings. All Borrowings of (i) Tranche A Term Loans under this
Agreement shall be incurred from the Tranche A Term Lenders pro rata on the basis of their Tranche
A Term Loan Commitments and (ii) Tranche B Term Loans under this Agreement shall be incurred from
the Tranche B Term Lenders pro rata on the basis of their Tranche B Term Loan 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.




          2.07 Interest. (a) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Loan from the date of Borrowing thereof until the maturity thereof
(whether by acceleration, prepayment or otherwise) at a rate per annum which shall be equal to
13.50% per annum.




          (b) After the occurrence and during the continuance of any Event of Default, interest shall
accrue on all Obligations (in the case of interest to the extent permitted by law) from the due
date up to the date of actual payment (both before and after judgment) at a rate equal to 2% above
the otherwise then-applicable interest rate for Term Loans. Any interest accruing under
this Section 2.07(b) shall be immediately payable by the Borrower on demand by
the Administrative Agent or the Required Lenders.




          Default interest (if unpaid) will be compounded monthly with respect to Term Loans but will
remain immediately due and payable.




          (c) Accrued (and theretofore unpaid) interest in respect of Term Loans shall be payable on the
first day of each calendar month, 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) All calculations of interest shall be based on a 360-day year and actual days elapsed.




          2.08 [Reserved].




          2.09 Increased Costs, Illegality, etc.  If any Lender shall have determined that the
adoption or effectiveness, after the Effective Date, of any applicable law, rule or regulation
regarding capital adequacy, or any change after the Effective Date therein, or any change after the
Effective Date in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by such Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of return on such
Lender’s or such other corporation’s capital or assets as a consequence of such Lender’s
Commitments hereunder or its obligations hereunder to the Borrower to a level below





19









 








that which such Lender or such other corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender’s or such other
corporation’s policies with respect to capital adequacy), then from time to time, upon written
demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred
to in the next succeeding sentence of this clause (c), such Borrower agrees (to the extent
applicable) to pay to such Lender such additional amount or amounts as will compensate such Lender
or such other corporation for such reduction in the rate of return to such Lender or such other
corporation. Each Lender, upon determining in good faith (and using reasonable averaging and
attribution methods) that any additional amounts will be payable pursuant to this Section
2.09(c), will give prompt written notice thereof to the Borrower (a copy of which shall be sent
by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for
asserting its rights under this Section 2.09(c) and the calculation, in reasonable detail,
of such additional amounts claimed hereunder, although the failure to give any such notice shall
not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this
Section 2.09(c) upon the subsequent receipt of such notice. A Lender’s good faith
determination of compensation owing under this Section 2.09(c) shall, absent manifest
error, be final and conclusive and binding on all the parties hereto.




          2.10 [Reserved].




          2.11 Change of Lending Office. Each Lender agrees that on the occurrence of any event
giving rise to the operation of Section 5.04 with respect to such Lender, it will, if requested by
the Borrower use reasonable good faith 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 2.11 shall affect or postpone any
of the obligations of the Borrower or the rights of any Lender provided in Section 5.04.




          2.12 Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender or
otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any event giving
rise to the operation of 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 other Eligible Transferee or
Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (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 2.12, 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



20









 






Replacement Lender shall acquire all of the Commitments and 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 by the
Borrower 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 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 2.09, 2.10, 5.04,
12.06 and 14.01), which shall survive as to such Replaced Lender.




          Section 3. [Reserved]




          Section 4. Fees and Commissions; Reductions of Commitment.




          4.01 Fees. The Borrower shall pay to the Administrative Agent, for the Administrative
Agent’s own account, such fees as have been agreed to in writing by the Borrower and the
Administrative Agent.




          4.02 Voluntary Termination of Unutilized Commitments. Upon at least three Business
Days’ prior notice to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Tranche B Term Lenders), the Borrower
shall have the right, at any time or from time to time, without premium or penalty, to terminate or
reduce the Total Tranche B Term Loan Commitment, in whole or in part, in integral multiples of
$1,000,000 in the case of partial reductions thereto, provided that each such reduction shall apply
proportionately to permanently reduce the Tranche B Term Loan Commitment of each Tranche B Term
Lender.




          4.03 Mandatory Reduction of Commitments. The Total Tranche A Term Loan Commitment
(and the Tranche A Term Loan Commitment of each Lender) shall terminate in its entirety on the
Effective Date, after giving effect to all Borrowings of Tranche A Term Loans on such date. The
Total Tranche B Term Loan Commitment (and the Tranche B Term Loan Commitment of each Lender) shall
terminate in its entirety on the Tranche B Term Loan Commitment Termination Date, after giving
effect to all Borrowings of Tranche B Term Loans on such date.




          Section 5. Prepayments; Payments; Taxes; Voluntary Prepayments.






21









 








          5.01 Voluntary Prepayments. The Borrower shall have the right to prepay the Loans,
without premium or penalty, 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;




     (iii) each prepayment pursuant to this Section 5.01 shall be accompanied by a
payment of an amount equal to the Deferred Fee determined for the prepayment date with
respect to the principal amount so prepaid; and




     (iv) each prepayment pursuant to this Section 5.01 in respect of any Loans
(including payment of the Deferred Fee) shall be applied pro rata among such Loans,
provided that at the Borrower’s election in connection with any prepayment of Loans
pursuant to this Section 5.01, such prepayment shall not, so long as no Default or
Event of Default then exists, be applied to any Loan of a Defaulting Lender.



          5.02 Mandatory Repayments. (a) The Borrower shall apply 100% of the proceeds of any
Collateral Disposition to the repayment of the outstanding principal amount of the Term Loans. The
provisions of this Section do not constitute a consent to the consummation of any Collateral
Disposition not permitted by Section 10.02.




          (b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then
outstanding Term Loans shall be repaid in full on the Term Loan Maturity Date.




          (c) With respect to each repayment of Term Loans required by this Section 5.02, or
with respect to the principal amount of any Term Loans that has become or is declared to be
immediately due and payable pursuant to Section 11, in each case, each such principal
repayment to the Term Lenders shall be accompanied by payment of an amount equal to the Deferred
Fee determined for the prepayment date with respect to the principal amount so prepaid.




          5.03 Method and Place of Payment. Except as otherwise specifically provided herein,
(a) all Obligations under this Agreement and under any Note shall be the obligation of the Borrower
and (b) all payments under this Agreement and under any Note shall be made to the Administrative
Agent for the account of the Lender or Lenders entitled thereto not later than 10:00 A.M. (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





22












 




which are made later than 10:00 A.M. (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 principal office or applicable lending office of the Administrative
Agent or the Lender, as the case may be, is located, and (iii) in the case of a Non-US Lender, any
withholding tax that is imposed on amounts payable to such Non-US Lender at the time such Non-US
Lender designates a new lending office or is attributable to such Non-US Lender’s failure to comply
with Section 5.04(b), except to the extent that such Non-US 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.






23









 








          (b) Each Lender agrees to use reasonable efforts (consistent with the legal and regulatory
restrictions and subject to overall policy considerations of such Lender) to file any certificate
or document or to furnish to the Borrower any information, in each case, as reasonably requested by
the Borrower that may be necessary to establish any available exemption from, or reduction in the
amount of, any Taxes; provided, however, that nothing in this Section
5.04(b) shall require a Lender to disclose any confidential information (including, without
limitation, its tax returns or its calculations).




          (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
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 Effective Date. The obligation of each Lender
to make Loans on and after the Effective Date is subject at the time of the making of such Loans to
the satisfaction or waiver of the following conditions:




          6.01 Execution of Agreement; Notes. On or prior to the Effective Date, (x) this
Agreement shall have been executed and delivered as provided in Section 14.10 and (y) 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 Officer’s Certificate. On the Effective Date, the Administrative Agent shall
have received a certificate from an Authorized Officer of the Borrower certifying that the
conditions set forth in Sections 6.03, 6.06, 6.09, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18,
6.19 and 6.20 are satisfied on the Effective Date (to the extent that, in each case, such
conditions are not required to be acceptable (reasonably or otherwise) to the Administrative
Agent).




          6.03 Fees, etc. On or prior to the Effective Date, the Borrower shall have paid to
the Administrative Agent and the Lenders the Yield Maintenance Fee and all other costs, fees and
expenses (including, without limitation, reasonable legal fees and expenses of outside





24









 







counsel to the Administrative Agent and the Required Lenders) payable to the Administrative
Agent and the Lenders to the extent then due.




          6.04 Opinions of Counsel. On the Effective Date, the Administrative Agent shall have
received (i) from Vinson & Elkins L.L.P., special 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 Effective Date covering the matters set
forth in Exhibit D-1 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, (ii) from Higgs & Johnson, Bahamian 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 Effective Date covering the matters set forth in Exhibit D-2 and such other matters incident to
the transactions contemplated herein as the Administrative Agent may reasonably request, (iii) from
Seward & Kissel LLP, Vanuatu maritime 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 Effective Date covering the matters set forth in
Exhibit D-3 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, (iv) from Mackinnons, UK 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 Effective Date covering
the matters set forth in Exhibit D-4 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (v) from TozziniFreire
Advogados, Brazilian 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 Effective Date covering the matters set forth in Exhibit D-5 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (vi) [Reserved], (vii) from Cains, Isle of Man maritime 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 Effective
Date covering the matters set forth in Exhibit D-7 and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably request, (viii) from
Nauta Dutilh, Dutch 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 Effective Date covering the matters set forth in Exhibit D-8 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (ix) from Bugge, Arentz-Hansen & Rasmussen, Norwegian 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 Effective
Date covering the matters set forth in Exhibit D-9 and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably request, (x)
[Reserved], (xi) from Pinedo Abogados, Mexican 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 Effective Date covering
the matters set
forth in Exhibit D-11 and such other matters incident to the transactions contemplated herein as
the Administrative Agent may reasonably





25









 







request and (xii) from Mackinnons, Scottish 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 Effective Date covering the matters set
forth in Exhibit D-12 and such other matters incident to the transactions contemplated herein as
the Administrative Agent may reasonably request.




          6.05 Corporate Documents; Proceedings; etc. On the Effective Date, the Administrative
Agent shall have received a certificate from each Credit Party, dated the Effective Date, signed by
an Authorized Officer of such entity, and attested to by the Secretary or any Assistant Secretary
(or if such entity does not have a Secretary or Assistant Secretary, any other officer or director
of such entity) of such entity, substantially in the form of Exhibit E, with appropriate
insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent
organizational documents) of such entity and the resolutions of such entity referred to in such
certificate, and each of the foregoing shall be reasonably acceptable to the Administrative Agent.




          6.06 Indebtedness. Except for the Existing Indebtedness set forth on Schedule VI, on
the Effective Date, neither Holdings nor any other Credit Party has any outstanding preferred
equity, or Indebtedness, except for Indebtedness incurred pursuant to this Agreement, the Working
Capital Credit Agreement and the Senior Notes, and all equity interests of each Subsidiary
Guarantor shall be owned directly or indirectly by the Borrower, in each case free and clear of
Liens (other than Permitted Liens) and all equity interests of the Borrower shall be owned directly
or indirectly by Holdings free and clear of Liens (other than Permitted Liens).




          6.07 Security Documents. On or prior to the Effective Date, the Parent, Trico Holdco,
Trico Cayman and each of the Credit Parties shall have duly authorized, executed and delivered each
of the Security Documents (and the related instruments referred to therein) listed on Schedule X in
form and substance reasonably acceptable to the Required Lenders.




          6.08 [Reserved].




          6.09 Approvals. On or prior to the Effective Date, all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection with the Loans, and
the granting of Liens under the Credit Documents 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 making of the Loans and the performance by the Credit Parties of the Credit Documents. On
the 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 making of the Loans or the performance by the
Credit Parties of their obligations under the Credit Documents.




          6.10 Subsidiaries Guaranty. On the Effective Date, each Subsidiary of Holdings (other
than the Borrower) shall have duly authorized, executed and delivered to the Administrative Agent
the Subsidiaries Guaranty substantially in the form of Exhibit F (as





26









 







modified, supplemented or amended from time to time, the “Subsidiaries Guaranty”), which shall
be in full force and effect.




          6.11 Litigation. Except as set forth on Schedule XV, on the Effective Date,
no actions, suits, investigations or proceedings of any Credit Party by any entity (private or
governmental) shall be pending or, to the knowledge of any Credit Party, (x) threatened with
respect to any Credit Document, or (y) which could be reasonably to have a Material Adverse Effect.




          6.12 Environmental Laws. On the Effective Date, there shall not exist any condition
or occurrence on or arising from any property owned or operated or occupied by the Borrower or any
of its Subsidiaries that (i) results in noncompliance by the Borrower or such Subsidiary with any
applicable Environmental Law that has had, or could reasonably be expected to have, a Material
Adverse Effect or (ii) could reasonably be expected to form the basis of an Environmental Claim
against the Borrower or any of its Subsidiaries or any property of the Borrower or any of its
Subsidiaries and such Environmental Claim could reasonably be expected to have, a Material Adverse
Effect.




          6.13 Material Adverse Effect. On the Effective Date and after giving effect to the
related Borrowing, except for the Parent Bankruptcy Case and as otherwise disclosed in public
filings made on or prior to the Effective Date, nothing shall have occurred since June 30, 2010
that, in the commercially reasonable judgment of the Term Lenders, has had, or could reasonably be
expected to have, a Material Adverse Effect.




          6.14 No Conflicts; Margin Regulations. (a) The consummation of the Transaction on
the Effective Date shall not have resulted in any material conflict with, or any material default
under, any material agreement of Holdings or any Subsidiary thereof.




          (b) On the Effective Date, all Loans shall be in full compliance with all applicable
requirements of law including, but without limitation, the provisions of Regulations U and X of the
Board of Governors of the Federal Reserve System.




          6.15 Working Capital Credit Agreement Amendment. On the Effective Date, an amendment
to the Working Capital Credit Agreement in the form of Exhibit J shall have been executed and
delivered by the parties thereto and shall be in full force and effect.




          6.16 Collateral Agency and Intercreditor Agreement Amendment. On the Effective Date,
an amendment and restatement to the Collateral Agency and Intercreditor Agreement in the form of
Exhibit K shall have been executed and delivered by the parties thereto and shall be in full force
and effect.




          6.17 Senior Notes Indenture Supplement. On the Effective Date, a supplement to the
Senior Notes Indenture in the form of Exhibit L shall have become effective in accordance with its
terms.




          6.18 Business Plan and Projections. On or prior to the Effective Date, the
Administrative Agent shall have received an updated business plan and projections (including,





27









 







without limitation, a projected 13-week cash flow statement), which business plan and
projections shall be satisfactory to the Required Lenders.




          6.19 Insurance. On or prior to the Effective Date, the Administrative Agent shall
have received proof of insurance customary for companies such as the Credit Parties, which proof of
insurance shall be reasonably satisfactory to the Required Lenders.




          6.20 Agent for Service of Process. On or prior to the Effective Date, the
Administrative Agent shall have received evidence that CT Corporation Service Company has accepted
its designation as designee, appointee and agent for the purposes of Section 14.08.




          6.21 Court Orders. On or prior to the Effective Date, the United States Bankruptcy
Court for the District of Delaware shall have entered an order authorizing each of Parent, Trico
Holdco and Trico Cayman to carry out the Transaction and perform their obligations hereunder and
under the other documents entered into by them in connection with the Transaction, and the
performance of such obligations by each of Parent, Trico Holdco and Trico Cayman have been duly
authorized by all necessary corporate, limited liability, partnership or other similar action on
its part.




          Section 7. Conditions Precedent to each Credit Event. The obligation of each Lender
to make Loans on the date of each Credit Event (including the Effective Date) is subject at the
time of the making of such Loans to the satisfaction or waiver of the following conditions:




          7.01 No Default; Representations and Warranties. At the time of each such Credit
Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default,
(ii) all representations and warranties of the Credit Parties contained herein or in any other
Credit Document shall be true and correct in all material respects both before and after giving
effect to such Credit Event with the same effect as though such representations and warranties had
been made on the date of 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), and (iii) all representations and
warranties of the Parent, Trico Holdco and Trico Cayman contained in any Credit Document with
respect to organization, authority, execution and enforceability shall be true and correct in all
material respects both before and after giving effect to such Credit Event with the same effect as
though such representations and warranties had been made on the date of 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).




          7.02 Notice of Borrowing. Prior to the making of each Loan, the Administrative Agent
shall have received a Notice of Borrowing required by Section 2.03(a).




          7.03 Post-Effective Date Deliverables. On or prior to the date of the Tranche B Term
Loan Borrowing, the Credit Parties shall have delivered each of the amendments, agreements and
opinions required to be delivered on or prior to the date of the Tranche B Term Loan Borrowing
pursuant to Section 9.14.






28









 








          7.04 Approved Budget. Solely with respect to the Tranche B Term Loan Borrowing, the
Credit Parties shall have complied with the Approved Budget to the extent required by Section
10.16.




          7.05 Approved Restructuring Plan. Solely with respect to the Tranche B Term Loan
Borrowing, the Borrower shall have agreed to an Approved Restructuring Plan.




     The acceptance of the proceeds of each Credit Event shall constitute a representation and
warranty by the Borrower to the Administrative Agent and each of the Lenders that all of the
conditions specified in Sections 6 and 7 applicable to such Credit Event have been
satisfied or waived as of that time. All of the applicable Notes, certificates, legal opinions and
other documents and papers referred to in Sections 6 and 7 unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.



          Section 8. Representations, Warranties and Agreements. In order to induce the Lenders
to enter into this Agreement and to make the Loans, each of Holdings and the Borrower makes the
following representations, warranties and agreements on the Effective Date, all of which shall
survive the execution and delivery of this Agreement and the Notes and the making of the Loans,
with each Credit Event on or after the 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 Effective Date and on the date of 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. Each Credit
Party (i) is duly organized and validly existing, as the case may be, in good standing under the
laws of the jurisdiction of its incorporation or formation, (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 currently 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 conduct of its
business as currently conducted requires such qualifications, except for failures to be so
qualified which, 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’





29









 







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 of
Holdings or its Subsidiaries 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 Holdings or its Subsidiaries 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 Holdings or its Subsidiaries.




          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 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, Holdings or its Subsidiaries to authorize, or is required to be obtained or made by, or on
behalf of, Holdings or its Subsidiaries 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 Security 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 unaudited consolidated balance sheet of Holdings and its Subsidiaries as of June
30, 2010 and for the fiscal year ended on December 31, 2009, and the related consolidated
statements of income, cash flows and shareholders’ equity of Holdings 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 Effective Date, present fairly
in all material respects the consolidated financial position of Holdings and its Subsidiaries at
the dates of such balance sheets and the consolidated results of the operations of Holdings and its
Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements
have been prepared in accordance with GAAP consistently applied.




          (b) Each Credit Party has received reasonably equivalent value from the Lenders for the Liens
granted by it on the Collateral to secure the Obligations.




          (c) Except as fully disclosed in the balance sheets delivered pursuant to Section
8.05(a) or as disclosed in public filings disclosed on or before the Effective Date, there were
as of the Effective Date no liabilities or obligations with respect to Holdings 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, would be materially adverse to





30









 







the Credit Parties, taken as a whole. As of the Effective Date neither Holdings nor the
Borrower knows of any reasonable basis for the assertion against any Credit Party of any liability
or obligation of any nature that is not fully disclosed (including, without limitation, as to the
amount thereof) in the balance sheets delivered pursuant to 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 Effective Date, detailed projected consolidated financial statements of
the Borrower for the five fiscal years ended after January 1, 2010 (the “Projections”)
which have been delivered to the Administrative Agent and the Lenders prior to the Effective Date
were 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 Holdings
to be misleading in any material respect or which fail to take into account material information
known to Holdings regarding the matters reported therein; it being recognized by the Lenders,
however, that projections as to future events are not to be viewed as facts and that actual results
during the period or periods covered by the Projections may differ from the projected results.




          (e) Other than the Parent Bankruptcy Case and as otherwise disclosed in public filings made by
the Borrower or Parent on or prior to the Effective Date, since June 30, 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. Except as set forth on Schedule XV, there are no actions,
suits or proceedings pending or, to the knowledge of Holdings or the Borrower, threatened (A) with
respect to (i) any Mortgaged Vessel or (ii) any Credit Document, or (B) 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 Credit Parties in writing to the Administrative Agent or any
Lender (other than Projections or other forward-looking statements) 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 any Credit Party in writing to the Administrative Agent or any Lender (other than
Projections or other forward-looking statements), 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 the Term Loans shall
be used solely (i) to fund operating expenses and other working capital needs of the Credit Parties
in accordance with the Approved Budget, (ii) to pay transaction costs, fees and expenses incurred
in connection with the Transaction, and (iii) to pay for costs and expenses of Parent, Trico Holdco
and Trico Cayman allocated to the Borrower or its Subsidiaries in accordance with the Approved
Budget; provided, that the costs and expenses described in this clause (iii) shall be set
forth in the Approved Budget as separate line items.






31









 








          (b) No proceeds of any Credit Event 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. Holdings 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, Holdings and/or any of its Subsidiaries. The Returns accurately
reflect in all material respects all liability for taxes of Holdings and its Subsidiaries as a
whole for the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes
and assessments payable by them, other than those that are being contested in good faith and
adequately disclosed and fully provided for on the financial statements of the Parent 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 Holdings and its Subsidiaries, threatened by any
authority regarding any taxes relating to Holdings 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 IV, neither Holdings 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 to the payment or collection of taxes of Holdings or
any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or
other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations. Neither Holdings 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 Holdings 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 IV sets forth, as of the Effective Date,
the name of each Plan and Foreign Pension Plan. Neither Holdings nor any of its Subsidiaries nor
any ERISA Affiliate has ever sponsored, maintained, 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 Holdings and its Subsidiaries. Neither Holdings nor any
Subsidiary of Holdings nor any ERISA Affiliate has pending, or is considering filing, an
application under the IRS Employee Plans Compliance





32









 







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 Holdings, any Subsidiary of
Holdings, 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 Holdings, any of its Subsidiaries, 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. Holdings, any Subsidiary of
Holdings 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. Holdings 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.




          (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 Holdings 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 Holdings’ 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 Security Document creates in favor of the
Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security
interest in and Lien on all right, title and interest of the Credit Parties party thereto 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 UCC financing statements, certain filings and recordings required to be made
pursuant to Norwegian law and the laws of other foreign jurisdictions in which any of the Credit
Parties is organized, and certain filings and recordings of mortgages and related documents
required to be made in the relevant mortgage registries and upon the filing of such UCC financing
statements, and such other filings and recordings in respect of mortgages and related documents and
as may be required under Norwegian law or the laws of other foreign





33









 







jurisdictions in which any of the Credit Parties is organized or a Mortgaged Vessel is
flagged, each in the appropriate office or registry therefore, the Collateral Agent shall have a
perfected, first-priority security interest in and Lien on the collateral described therein to the
extent such security interest and Lien may be perfected thereby.




          8.12 Subsidiaries. On the Effective Date, Holdings will have no Subsidiaries other
than those Subsidiaries listed on Schedule V (which Schedule identifies the correct legal name,
direct owner, percentage ownership and jurisdiction of organization of each such Subsidiary on the
Effective Date).




          8.13 Compliance with Statutes, etc. Holdings 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, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




          8.14 Investment Company Act. Neither Holdings nor any of its Subsidiaries 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. (a) Holdings and each of its Subsidiaries is 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 Holdings and its
Subsidiaries, threatened Environmental Claims against Holdings or any of its Subsidiaries or any
Mortgaged Vessel, Real Property or other facility owned, leased or operated by Holdings or any of
its Subsidiaries (including any such claim arising out of the ownership, lease or operation by
Holdings or any of its Subsidiaries of any Mortgaged Vessel formerly owned, leased or operated by
Holdings or any of its Subsidiaries but no longer owned, leased or operated by Holdings or any of
its Subsidiaries). All licenses, permits, registrations or approvals required for the business of
Holdings and each of its Subsidiaries under any Environmental Law have been secured and Holdings
and each Subsidiary are in compliance therewith. To the knowledge of Holdings, there are no facts,
circumstances, conditions or occurrences in respect of any Mortgaged Vessel, Real Property or other
facility owned or operated by Holdings or any of its Subsidiaries that is reasonably likely (i) to
form the basis of an Environmental Claim against Holdings, any of its Subsidiaries or any Mortgaged
Vessel, Real Property or other facility owned by Holdings or any of its Subsidiaries, or (ii) to
cause such Mortgaged Vessel, Real Property or other facility 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 prior to the date of this Agreement or any
subsequent Credit Event been generated, used, treated or stored on, or transported to or from, or
Released on or from, any Mortgaged Vessel, Real Property or other facility owned, leased or
operated by Holdings or any of its Subsidiaries or, to the knowledge of Holdings, any property
adjoining or adjacent to any Real Property or other facility, where such generation, use,
treatment, storage, transportation or Release has violated or could be reasonably expected to
violate any applicable Environmental Law or give rise to an Environmental Claim.






34









 








          (c) Notwithstanding anything to the contrary in this Section 8.15, the representations
and warranties made in this Section 8.15 shall be untrue only if the effect of any or all
conditions, violations, claims, restrictions, failures and noncompliances of the types described
above could, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




          8.16 Labor Relations. Neither Holdings 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
Holdings or any of its Subsidiaries or, to Holdings’ 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 Holdings or any of its
Subsidiaries or, to Holdings’ knowledge, threatened against any of them, (ii) no strike, labor
dispute, slowdown or stoppage pending against Holdings or any of its Subsidiaries or, to Holdings’
knowledge, threatened against Holdings or any of its Subsidiaries and (iii) no union representation
proceeding pending with respect to the employees of Holdings 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. Each Credit Party 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 VI sets forth a list of all Indebtedness
(excluding the Obligations and other items of Indebtedness that are permitted by Section
10.04 (other than under clause (iii) thereof)) of Holdings and its Subsidiaries as of the
Effective Date and which is to remain outstanding after giving effect to the Transaction (the
“Existing Indebtedness”), in each case showing the approximate aggregate principal amount
thereof and the name of the borrower and any other entity which directly or indirectly guarantees
such debt.




          8.19 Insurance. The Borrower has previously delivered to the Administrative Agent and
the Term Lenders a list of all insurance maintained by each Credit Party as of the Effective Date,
with the amounts insured (and any deductibles) set forth therein.




          8.20 Properties. The Credit Parties have good and marketable title to all Collateral
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 or otherwise with the
consent of the Required Lenders), 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 Effective





35









 







Date, the legal name, the type of organization, the jurisdiction of organization and the
organizational identification number (if any) of each Credit Party and whether or not such Credit
Party is a registered organization.




          8.22 Concerning the Mortgaged Vessels. 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 a Borrower or a Subsidiary Guarantor.




          8.23 Citizenship. Each Credit Party which owns or operates one or more Mortgaged
Vessels is, or will be, qualified to own and operate such Mortgaged Vessels under the laws of a
Permitted Flag Jurisdiction.




          8.24 Vessel Classification. Each Mortgaged Vessel is classified with a classification
society listed on Schedule III hereto or another internationally recognized classification society
reasonably acceptable to the Administrative Agent and the Required Lenders, free of any conditions
or recommendations, other than as permitted, or will be permitted, under the Vessel Mortgages.




          8.25 No Immunity. Holdings does not, nor does any other Credit Party or any of their
respective properties, have any right of immunity on the grounds of sovereignty or otherwise from
the jurisdiction of any court or from setoff or any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of any jurisdiction. The execution and delivery of the Credit Documents by the Credit
Parties and the performance by them of their respective obligations thereunder constitute
commercial transactions.




          8.26 Fees and Enforcement. No fees or taxes, including, without limitation, stamp,
transaction, registration or similar taxes, are required to be paid to ensure the legality,
validity, or enforceability of this Agreement or any of the other Credit Documents other than
recording taxes which have been, or will be, paid as and to the extent due. The choice of the laws
of the State of New York as set forth in the Credit Documents which are stated to be governed by
the laws of the State of New York is a valid choice of law, and the irrevocable submission by each
Credit Party to jurisdiction and consent to service of process and, where necessary, appointment by
such Credit Party of an agent for service of process, in each case as set forth in such Credit
Documents, is legal, valid, binding and effective.




          8.27 Form of Documentation. Each of the Credit Documents is in proper legal form
under the laws of the applicable Permitted Flag Jurisdiction for the enforcement thereof under such
laws, subject only to such matters which may affect enforceability arising under the law of the
State of New York. To ensure the legality, validity, enforceability or admissibility in evidence
of each such Credit Document in the applicable Permitted Flag Jurisdiction, it is not necessary
that any Credit Document or any other document be filed or recorded with any court or other
authority in the applicable Permitted Flag Jurisdiction, except as have been made, or will be made,
in accordance with Section 9.11(c).






36









 








          Section 9. Affirmative Covenants. Holdings and the Borrower hereby covenant and agree
that on and after the Effective Date and until the Total Commitments have been terminated and 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. Holdings will furnish to the Administrative Agent (and
the Administrative Agent shall provide copies to the Lenders):




          (a) Monthly Financial Statements. Within 30 days after the close of each fiscal month
of Holdings (other than each March, June, September and December, for which the applicable period
shall be 45 days), the consolidated balance sheet of the Parent and its Subsidiaries as at the end
of such monthly accounting period and the related consolidated statements of income and retained
earnings 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(g) or as of the 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.




          (b) Quarterly Financial Statements. Within 45 days after the close of the first
three quarterly accounting periods in each fiscal year of Holdings (i) (x) the consolidated balance
sheet of the Parent and its Subsidiaries as at the end of such quarterly accounting period and the
related consolidated 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 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(e), (y) in a footnote to the consolidated balance sheet of the Parent and its
Subsidiaries, quarterly unaudited condensed consolidated financial information of Holdings and
unaudited condensed unconsolidated financial information of the Borrower for the same periods, in
addition to the financial information required to comply with Rule 3-10 of Regulation S-X under the
Securities Act, all of which shall be certified by the chief financial officer of the Parent that
they fairly present in all material respects in accordance with GAAP the financial condition of the
Parent 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
(z) management’s discussion and analysis of the important operational and financial developments
during such quarterly accounting period and (ii) the consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such quarterly accounting period and the related consolidated
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 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, 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





37









 







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.




          (c) Annual Financial Statements. Within 90 days after the close of each fiscal year
of Holdings (i) (x) the consolidated balance sheets of the Parent and its Subsidiaries as at the
end of such fiscal year and the related consolidated statements of income and retained earnings and
cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year
and, in the case of the balance sheets of the Parent and related statements of income and retained
earnings and cash flows, 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 the Required
Lenders (provided that such accountant’s certification for the fiscal year ending on December 31,
2010 may have a going concern qualification), 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 Parent 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 which 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 Event of Default
has occurred and is continuing, a statement as to the nature 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), (y) in a footnote to the consolidated financial statements of
the Parent and its Subsidiaries, annual audited condensed consolidated financial information of
Holdings and audited condensed unconsolidated financial information of the Borrower for the same
periods, in addition to the financial information required to comply with Rule 3-10 of Regulation
S-X under the Securities Act and (z) management’s discussion and analysis of the important
operational and financial developments during such fiscal year and (ii) the consolidated balance
sheets of the Borrower and its Subsidiaries as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and cash flows for such fiscal year setting
forth comparative figures for the preceding fiscal year and, in the case of the balance sheets of
the Borrower and related statements of income and retained earnings and cash flows, 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.




          (d) Management Letters. Promptly after any Credit Party’s receipt thereof, a copy of
any “management letter” received from its certified public accountants and management’s response
thereto.




          (e) Budgets. No later than 30 days following the first day of each fiscal year of
Holdings (beginning with Holdings’ fiscal year commencing on January 1, 2011), a budget in form
reasonably satisfactory to the Administrative Agent and the Required Lenders (including budgeted
statements of income for Holdings and its Subsidiaries on a consolidated basis) (i) for each of the
four quarters of such fiscal year prepared in detail and (ii) for the three immediately succeeding
fiscal years prepared in summary form, in each case setting forth, with appropriate discussion, the
principal assumptions upon which such budget is based.






38









 








          (f) Officer’s Certificates. At the time of the delivery of the financial statements
provided for in Sections 9.01(a) and 9.01(b) a compliance certificate from the
chief financial officer or managing director of Holdings substantially in the form of Exhibit
E certifying on behalf of Holdings that, to such officer’s knowledge, 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.




          (g) Cash Flow Forecast/Budget Update. 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 calendar week, 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
(x) projected cash flow for the week ended on such last Business Day and (y) the Approved Budget.




          (h) Notice of Default, Litigation or Event of Loss. Promptly, and in any event within
three Business Days after Holdings or any of its Subsidiaries obtains knowledge thereof, notice of
(i) the occurrence of any event which constitutes a Default or 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 Holdings 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 any Credit Document, (iii) any Event of Loss in respect of any Mortgaged Vessel and (iv)
any other event, change or circumstance that has had, or could reasonably be expected to have, a
Material Adverse Effect.




          (i) Environmental Matters. As soon as possible, and in any event within ten Business
Days after, Holdings obtains knowledge thereof, written notice of any of the following
environmental matters occurring after the Effective Date, except to the extent that such
environmental matters could not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect:





     (i) any Environmental Claim pending or threatened in writing against Holdings or any of
its Subsidiaries or any Mortgaged Vessel owned, operated or occupied by the Borrower or any
of its Subsidiaries;




     (ii) any condition or occurrence on or arising from any Vessel owned, operated or
occupied by Holdings or any of its Subsidiaries that (a) results in noncompliance by
Holdings 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
Holdings or any of its Subsidiaries or any Mortgaged Vessel;




     (iii) any condition or occurrence on any Mortgaged Vessel owned, operated or occupied
by Holdings or any other Credit Party that could reasonably be expected to cause such
Mortgaged Vessel to be subject to any restrictions on the ownership,



39









 






occupancy, use or transferability by Holdings or such Subsidiary of such Mortgaged
Vessel under any Environmental Law; and




     (iv) the taking of any removal or remedial action in response to the Release of any
Hazardous Material on any Mortgaged Vessel owned, operated or occupied by Holdings 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 Holdings or any of its Subsidiaries from any
government or governmental agency under, or pursuant to, CERCLA or OPA which identify
Holdings or any of its Subsidiaries as potentially responsible parties for remediation costs
or otherwise notify Holdings or any of its Subsidiaries of potential liability under CERCLA
or OPA, as the case may be.


All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and Holdings’ 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 and/or the Required Lenders.




          (j) Senior Notes Documentation. Promptly upon the delivery thereof, copies of any
notice, certificate, opinion or other related document is delivered to the Senior Notes Trustee or
the Collateral Agent pursuant to the Senior Notes Documentation.




          (k) Appraisal Reports. Together with the balance sheets delivered pursuant to
Section 9.01(b), Appraisals for each Mortgaged Vessel of recent date from two Approved
Appraisers. All such Appraisals shall be conducted by, and made at the expense of, the Borrower.




          (l) Approved Budget. At the end of the fourth week following the effectiveness of an
Approved Budget, a copy of an updated budget for the subsequent 13-week period, which updated
budget shall be designated as an Approved Budget (i) no later than 10 Business Days prior to the
expiration of the Approved Budget in effect at such time and (ii) only with the approval of the
Required Lenders or the financial advisors to the Required Lenders.




          (m) Other Information. Promptly after the filing or delivery thereof, copies of any
filings and registrations with, and reports to, the SEC by the Parent, the Borrower or any of their
Subsidiaries which are Credit Parties and copies of all financial statements, proxy statements,
notices and reports as the Parent, the Borrower or any of their Subsidiaries which are Credit
Parties shall send generally to holders of their capital stock or of any of its Indebtedness, 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 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. Holdings will, and will cause each other Credit
Party 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





40









 







all dealings and transactions in relation to its business. Holdings will, and will cause each
other Credit Party 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 Holdings or any
Credit Party, any of the properties of the Credit Parties, and to examine the books of account of
the Credit Parties and discuss the affairs, finances and accounts of the Credit Parties 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 any 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 twice per calendar year.




          9.03 Maintenance of Property; Insurance. Holdings will, and will cause each other
Credit Party to, (i) keep all material property necessary in 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 vessels owned by Holdings and its Subsidiaries 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 (x) cause insurance of the types and in the amounts described in Schedule XII hereto
to be maintained and (y) comply with the insurance requirements of the Vessel Mortgages, the other
Security Documents and the Senior Notes Indenture (as in effect on the Effective Date and without
giving effect to any amendment, modification, supplement or waiver thereto) and to cause the
Administrative Agent and the Lenders to be additional insureds under its insurance policies.




          9.04 Existence; Franchises. Holdings will, and will cause each other Credit Party, 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 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 Holdings or any
other Credit Party which are permitted in accordance with Section 10.02 or (ii) the withdrawal by
Holdings or any other Credit Party 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. Holdings 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, 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. Holdings will, and will cause each of its
Subsidiaries to, comply with all applicable Environmental Laws, except such non-





41









 







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 Mortgaged Vessel permits
issued pursuant to Environmental Laws applicable to, or required by, the ownership or use of any
Mortgaged Vessel 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 Mortgaged Vessel 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 Holdings or such Subsidiary is
contesting in good faith). Neither Holdings 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 Mortgaged Vessel now or hereafter owned or operated or
occupied by Holdings or any of its Subsidiaries, or transport or permit the transportation of
Hazardous Materials to or from any ports or Mortgaged Vessels 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 Mortgaged Vessels 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
Holdings, any Subsidiary of Holdings 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 Holdings, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given or filed by Holdings,
such Subsidiary or 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 contribution required to be made with respect to a Plan
or Foreign Pension Plan has not been timely made; or that Holdings or any Subsidiary of Holdings
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 IRS Form 5500-series) of each Plan (including, to
the extent required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information) required to be filed with the IRS
and all communications received by Holdings, any Subsidiary of Holdings or any ERISA Affiliate from
the IRS or any other government agency with respect to each Plan of Holdings, any Subsidiary of
Holdings 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





42









 







Holdings, any Subsidiary of Holdings 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 Holdings, such Subsidiary or
the ERISA Affiliate, as applicable. Holdings and each of its applicable Subsidiaries 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. Holdings will cause each of its, and each of its
Subsidiaries’ (x) 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. Holdings 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. Holdings will, and will cause each other Credit Party 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 any Credit
Party not otherwise permitted under Section 10.01(i); provided that no Credit Party 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) Holdings
will, and will cause each other Credit Party to, at any time and from time to time, at the expense
of the Borrower or such other 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 and/or the Required Lenders 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, each Credit Party 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 Administrative Agent and/or the
Required Lenders 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





43









 







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) Holdings will cause each Subsidiary of the Parent which guarantees, or provides any
collateral security for, the Senior Notes or the obligations under the Working Capital Credit
Agreement that is created or acquired after the Effective Date to promptly execute and deliver a
counterpart to the Subsidiaries Guaranty, the Collateral Agency and Intercreditor Agreement (if
applicable) and each applicable Security Document and, in connection therewith, promptly execute
and deliver all further instruments, and take all further action, that the Administrative Agent
and/or the Required Lenders 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 and the Required Lenders.




          (d) Holdings will, and will cause each of its Subsidiaries to, grant a first priority
perfected security interest securing the Obligations in the Collateral and in connection therewith
shall provide the Administrative Agent with (x) opinions of counsel covering such matters as the
Administrative Agent or the Required Lenders shall reasonably request and (y) copies of all
documents and agreements delivered to the Collateral Agent and/or the Senior Notes Trustee with
respect thereto.




          9.12 Use of Proceeds. The Borrower will use the proceeds of the Loans only as
provided in Section 8.08.




          9.13 Flag of Mortgaged Vessels; Vessel Classifications; Management. (a) The Borrower
will, and will cause each of its Subsidiaries (x) to comply with the requirements of Section 4.26
of the Senior Notes Indenture (as in effect on the Effective Date and without giving effect to any
further amendment, modification, supplement or waiver thereto) and (y) not to change the flag of
any Mortgaged Vessel 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.




          9.14 Post-Effective Date Deliverables. On or prior to October 20, 2010 (or, if an
alternate date is specified on Schedule XIII, such alternate date), the Borrower will deliver to
the Lenders, as applicable (i) each of the amendments, financing statements and opinions of counsel
listed on Schedule XIII, and (ii) any other agreements, financing statements or amendments
reasonably requested by the Term Lenders, the Administrative Agent or the Collateral Agent to the
extent necessary in order to obtain opinions of counsel reasonably acceptable to the Required
Lenders. In addition, the Borrower acknowledges that certain items required to be delivered as a
condition precedent to the Effective Date (including, without limitation, those items listed on
Schedule XIII) (all such items, the “Undelivered Closing Items”) were not delivered or were
delivered in a form that was not satisfactory to the Lenders and that, based on the agreement of
the Borrower set forth in the next sentence, the Lenders agreed to waive delivery of the
Undelivered Closing Items as a condition to the Effective Date. In





44









 







consideration for the waiver of the Lenders set forth in the immediately preceding sentence,
Borrower agrees that on or prior to October 20, 2010 (or, if an alternate date is specified on
Schedule XIII, such alternate date), the Borrower shall deliver all Undelivered Closing Items.




          9.15 Approved Restructuring Plan. The Borrower will use its best efforts (subject to
the directors’ fiduciary duties and the Lenders’ obligation to negotiate in good faith) to have an
Approved Restructuring Plan adopted by October 1, 2010 and shall comply with such plan at all times
thereafter.




          Section 10. Negative Covenants. Holdings hereby covenants and agrees that on and
after the Effective Date and thereafter for so long as this Agreement is in effect and until all
the Total Commitments have been terminated, no Notes are outstanding and all Loans, together with
interest, fees and all 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. Holdings 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 (i) any Collateral, other
than Permitted Collateral Liens and (ii) any other assets, other than Permitted Liens.




          10.02 Merger, Consolidation or Sale of Assets, Etc. (a) Holdings will, and will
cause its Subsidiaries to comply with the requirements of Section 5.01 of the Senior Notes
Indenture (as in effect on the Effective Date and without giving effect to any further amendment,
modification, supplement or waiver thereto), provided that (x) all references to “Default” or
“Event of Default” under said Section shall be deemed to be references to Default or Event of
Default under this Agreement and (y) all requirements that a Person assumes obligations under the
Senior Notes Indenture and related documents under said Section shall be deemed to require that
such Person assumes obligations under the Credit Documents.




          (b) Holdings will not, and will not permit any Subsidiary to, consummate any Asset Sale
(including a Collateral Disposition) unless (x) such Asset Sale is permitted pursuant to Sections
4.10 and 4.11, as applicable, of the Senior Notes Indenture (as in effect on the Effective Date and
without giving effect to any further amendment, modification, supplement or waiver thereto), (y)
the requirements of such Sections and with Section 4.24 of the Senior Notes Indenture (as so in
effect) with respect thereto are fully complied with, and (z) 100% of the proceeds of any such
Collateral Disposition are used to repay the Term Loans in accordance with Section 5.02(b);
provided, that no Asset Sale of any Vessel shall be permitted by this Section
10.02(b) without the consent of the Required Lenders.




          (c) Holdings will not, and will not permit any of its Subsidiaries to, receive Refund Proceeds
or Net Event of Loss Proceeds (as each such term is defined in the Senior Notes Indenture as in
effect on the Effective Date and without giving effect to any amendment, modification, supplement
or waiver thereto) unless the provisions of Section 4.10 of the Senior Notes Indenture (as
in effect) with respect thereto are fully complied with.






45









 








          10.03 Dividends. Holdings shall not, and shall not permit any of its Subsidiaries to,
authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except
that:





     (i) any Subsidiary of the Borrower may pay Dividends to its parent company (including
the Borrower) and any Subsidiary of the Borrower; and




     (ii) the Borrower and its Subsidiaries may make payments in cash to or on behalf of
Parent, Trico Cayman, Trico Holdco and Holdings solely in accordance with Section
8.08(a)(iii).



          10.04 Indebtedness. Holdings shall not, and shall not permit any of its Subsidiaries
to, incur, assume or suffer to exist any Indebtedness, except:





     (i) Indebtedness incurred pursuant to (x) this Agreement and the other Credit Documents
or (y) the Working Capital Credit Documents in an amount not to exceed $65,000,000 (as such
amount may be reduced after the Effective Date from time to time);




     (ii) Indebtedness (x) pursuant to the Existing Intercompany Indebtedness, and (y)
constituting intercompany loans or advances from Holdings or any Subsidiary of Holdings to
Holdings or any Subsidiary of Holdings so long as such intercompany loans or advances owed
by a Credit Party are subordinated to the Obligations substantially on the terms set forth
in Exhibit H;




     (iii) Existing Indebtedness and any refinancings thereof of the same lien priority;
provided that the principal amount thereof is not increased;




     (iv) Indebtedness of Holdings or any of its Subsidiaries represented by Capitalized
Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or cost of design,
construction, installation or improvement of property, plant or equipment used in the
business of Holdings and its Subsidiaries (other than any Mortgaged Vessel, Newbuild Vessel
or Option Vessel (as defined in the Senior Notes Indenture), not to exceed the amount
outstanding on and as of the Effective Date (as such amount may be reduced after the
Effective Date from time to time);




     (v) Indebtedness of Holdings or any Subsidiary of Holdings 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 Holdings, 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
(v) shall not at any time exceed $15,000,000;




     (vi) Indebtedness under operating leases entered into in the ordinary course of
business;




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



46









 






     (viii) Indebtedness consisting of performance guarantees made by Holdings or any of its
Subsidiaries in the ordinary course of business;




     (ix) Indebtedness under (x) Interest Rate Protection Agreements which are
nonspeculative in nature and are entered into with respect to other Indebtedness permitted
to remain outstanding or be incurred, as the case may be, pursuant to this Section
10.04, and (y) Indebtedness evidenced by Other Hedging Agreements entered into in the
ordinary course of business so long as each such Other Hedging Agreement is non-speculative
in nature;




     (x) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently drawn against insufficient funds, so long
as such Indebtedness is covered within five Business Days;




     (xi) Indebtedness in respect of workers’ compensation claims, payment obligations in
connection with health or other types of social security benefits, unemployment or other
insurance or self-insurance obligations, statutory obligations, bankers’ acceptances or
similar obligations in the ordinary course of business (other than, in each case, any
obligation for borrowed money);




     (xii) cash collateralized letters of credit in an aggregate principal amount at any
time outstanding not to exceed $15,000,000;




     (xiii) Indebtedness arising from agreements of Holdings or any of its Subsidiaries
providing indemnification, adjustment of purchase price, earn outs or similar obligations,
in each case, incurred or assumed in connection with the disposition or acquisition of any
business, assets or a Subsidiary Guarantor in accordance with the terms of this Agreement,
other than Indebtedness or guarantees of Indebtedness incurred or assumed by any Person
acquiring all or any portion of such business, assets or Subsidiary Guarantor for the
purpose of financing such acquisition, in an aggregate principal amount at any time
outstanding not to exceed $5,000,000; provided, however, (A) such Indebtedness is not
reflected as a liability on the balance sheet of Holdings or any of its Subsidiaries, (B) in
the case of any disposition, the maximum liability therefor will not exceed the gross cash
proceeds actually received by Holdings or any of its Subsidiaries in connection with such
disposition, and (C) such Indebtedness does not constitute an intercompany loan (other than
an intercompany loan owing to Holdings or its Subsidiaries); and




     (xiv) Indebtedness of the Borrower and the Guarantors under the Senior Notes Indenture
in an aggregate principal amount not to exceed the amount outstanding on and as of the
Effective Date less the aggregate principal amount of the Senior Notes thereafter
redeemed, repurchased or otherwise retired.



          10.05 Transactions with Affiliates. Subject to compliance with the Approved Budget,
Holdings will not, and will not permit any of its Subsidiaries to, enter into any transaction or
series of related transactions with any Affiliate of Holdings or any of its Subsidiaries, other
than in the ordinary course of business and on terms and conditions





47









 







substantially as favorable to Holdings or such Subsidiary as would reasonably be obtained by
Holdings 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 and other cash payments permitted by Section 8.08 and Section
10.03;




     (ii) loans, including intercompany loans, may be made and other transactions (including
the incurrence of Contingent Obligations) may be entered into by Holdings and its
Subsidiaries to the extent permitted by Section 10.04 and Section 10.08;




     (iii) customary fees may be paid to non-officer directors of Holdings and its
Subsidiaries;




     (iv) Holdings 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 Holdings and its Subsidiaries
in the ordinary course of business; provided, however, that on and after the
Effective Date, Holdings and its Subsidiaries will not enter into or modify any retention,
bonus or severance agreements or any similar agreements without the consent of the Required
Lenders;




     (v) Holdings and its Subsidiaries may enter into employment agreements or arrangements
with their respective officers and employees in the ordinary course of business;
provided, however, that on and after the Effective Date, Holdings and its
Subsidiaries will not enter into or modify any retention, bonus or severance agreements or
any similar agreements without the consent of the Required Lenders;




     (vi) other transactions existing on the Effective Date and set forth on
Schedule VIII;




     (vii) transactions by and between the Credit Parties; and




     (viii) transactions by and between Subsidiaries of Holdings that are not Credit
Parties.



          10.06 Limitations on Investments. Subject to compliance with the Approved Budget,
Holdings will not and will not permit any of its Subsidiaries to, lend money or credit or make
advances to or guarantee the obligations of or purchase or acquire any stock, obligations or
securities of, or any other Equity Interests in or make any capital contribution to (each of the
foregoing an “Investment” and, collectively, the “Investments”) any Person, including the Parent or
any Subsidiary of the Parent, except that the following in any event will be permitted:





     (i) any Investment in Holdings or the Borrower or in a Subsidiary of Holdings that is a
Guarantor;




     (ii) any Investment in Cash Equivalents;



48









 






     (iii) any Investment by Holdings or any Subsidiary of Holdings (including the Borrower)
in a Person, if as a result of such Investment: (a) such Person becomes a Subsidiary of
Holdings and a Guarantor; or (b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is liquidated into,
Holdings or a Subsidiary of Holdings that is a Guarantor;




     (iv) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 10.02;




     (v) any acquisition of assets or Equity Interests solely in exchange for the issuance
of, or solely as a contribution to the common equity capital of Holdings in respect of,
Equity Interests (other than Disqualified Stock) of Holdings;




     (vi) any Investments received in settlement, compromise or resolution of (a)
obligations of trade creditors or customers that were incurred in the ordinary course of
business of Holdings or any of its Subsidiaries (including the Borrower), including pursuant
to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of
any trade creditor or customer; or (b) litigation, arbitration or other disputes with
Persons who are not Affiliates;




     (vii) Investments represented by Interest Rate Protection Agreements and Other Hedging
Agreements;




     (viii) loans or advances to employees made in the ordinary course of business of
Holdings, the Borrower or any Subsidiary of Holdings in an aggregate principal amount not to
exceed $1,000,000 at any one time outstanding;




     (ix) any Investment existing on the date of this Agreement and specified in
Schedule XIV;




     (x) guarantees of Indebtedness to the extent such guarantees are permitted under
Section 10.04;




     (xi) Cash Collateral Account deposits;




     (xii) receivables owing to the Borrower, Holdings or any Subsidiary Guarantor not
constituting Indebtedness of the obligor if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms; provided,
however, that (a) such trade terms may include such concessionary trade terms as Holdings,
the Borrower or such Subsidiary Guarantor deems reasonable in the circumstances and (b) the
aggregate outstanding amount of all Investments made pursuant to this clause (xii) that are
owing by Parent or any Subsidiary thereof (other than Holdings, the Borrower or any
Subsidiary Guarantor) do not exceed $5,000,000; and




     (xiii) other Investments in any Person having an aggregate Fair Market Value (measured
on the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (xiii)
that are at the time outstanding, not to exceed $5,000,000.



49









 





          10.07 Limitation on Modifications of Certificate of Incorporation and By-Laws; etc.
The Borrower will not, and will not permit any Subsidiary Guarantor to amend, modify or change its
certificate of incorporation, certificate of formation (including, without limitation, by the
filing or modification of any certificate of designation), by-laws, limited liability company
agreement, partnership agreement (or equivalent organizational documents) or any agreement entered
into by it with respect to its capital stock or membership interests (or equivalent equity
interests), or enter into any new agreement with respect to its capital stock or membership
interests (or equivalent interests), other than any amendments, modifications or changes or any
such new agreements which are not materially adverse to the interests of the Lenders.




          10.08 Limitation on Certain Restrictions on Subsidiaries. Holdings 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 Holdings or any of its Subsidiaries, or pay any Indebtedness
owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its
Subsidiaries or (c) transfer any of its properties or assets to Holdings 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 Parent Credit Agreement,
the Working Capital Credit Documents, the Senior Notes Documents and the Existing Intercompany
Indebtedness, (iii) customary provisions restricting subletting or assignment of any lease
governing any leasehold interest of Holdings or any of its Subsidiaries, (iv) customary provisions
restricting assignment of any agreement entered into by Holdings or any of its Subsidiaries in the
ordinary course of business and (v) any holder of a Lien may restrict the transfer of the asset or
assets subject thereto.




          10.09 Business. Holdings will not, and will not permit any of its Subsidiaries to,
engage in any business other than any business conducted by the Credit Parties and their
Subsidiaries on the Effective Date and any other business or activities as may be substantially
similar, incidental or related thereto.




          10.10 ERISA. Holdings 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.




          10.11 Voluntary Prepayments, Etc. of Senior Notes; Amendments of Senior Notes
Documentation and Working Capital Credit Documents. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, repay, redeem, purchase, defease or
otherwise satisfy the Senior Notes or the loans under the Working Capital Credit Agreement in any
manner prior to the Term Loan Maturity Date (it being understood that payments of indemnification
obligations, regularly scheduled principal and interest, fees and legal expenses, as well as
mandatory prepayments shall be permitted).






50









 








          (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 Senior Notes Documentation, or the Working Capital
Credit Documents, except in a manner that would not materially adversely affect the Lenders.




          10.12 [Reserved].




          10.13 Settlement of Litigation. Holdings will not, and will not permit any of its
Subsidiaries to, settle the matter referred to as the “Tebma dispute” on Schedule XV hereto
or any related matters without the consent of the Required Lenders.




          10.14 Minimum Cash. Holdings, the Borrower and the Subsidiary Guarantors, on a
consolidated basis, shall maintain as of the end of each fiscal month beginning October 31, 2010
cash and cash equivalents (in each case, free of Liens other than those in favor of the Collateral
Agent) (“Liquidity”) of not less than $5,000,000. The Borrower shall deliver to the Administrative
Agent an Officer’s Certificate, in the form attached hereto as Exhibit M, and a detailed
computation of its Liquidity no later than the 10th calendar day following the end of each fiscal
month beginning with the month ended October 31, 2010.




          10.15 Minimum Monthly EBITDA. 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 set forth above such amount:




	 	 	 	 	 
	 	 	Minimum LTM Consolidated
	Month Ending	 	Cash Flow (in Millions)
	September 30, 2010
	 	$	36.1	 
	October 31, 2010
	 	$	40.8	 
	November 30, 2010
	 	$	43.9	 
	December 31, 2010
	 	$	47.1	 
	January 31, 2011
	 	$	45.2	 
	February 28, 2011
	 	$	47.8	 
	March 31, 2011
	 	$	42.9	 
	April 30, 2011
	 	$	45.4	 
	May 31, 2011
	 	$	47.0	 
	June 30, 2011
	 	$	55.8	 







          Holdings shall deliver to the Administrative Agent and the Lenders an Officer’s Certificate,
in the form attached hereto as Exhibit N, and a detailed computation of its LTM
Consolidated Cash Flow no later than the 30th calendar day following the end of each fiscal month
beginning with the month ended October 31, 2010.






51









 








          10.16 Compliance with Approved Budget. Holdings will not, and will not permit any of
its Subsidiaries to, fail to (i) have an Approved Budget in effect at all times or (ii) comply with
the terms of the Approved Budget within the following parameters:




          (a) On the fourth Friday following the effectiveness of an Approved Budget and on every Friday
thereafter until such Approved Budget ceases to be in effect (each such date, a “Test
Date”), the total net cash flow (before borrowings) of Holdings and its Subsidiaries for the
four-week period ending on the present Test Date (such period, the “Test Period”) shall be
no more than 20% lower than the projected total net cash flow (before borrowings) set forth in such
Approved Budget;




          (b) On any Test Date, the total non-operating disbursements of Holdings and Subsidiaries for
the applicable Test Period shall be no more than 20% greater than the projected total non-operating
disbursements set forth in such Approved Budget; and




          (c) On the fourth Friday following the Effective Date and on every Friday thereafter, the
cumulative total net cash flow (before borrowings) of Holdings and its Subsidiaries for the period
beginning on the Effective Date and ending on any such date of determination shall be no more than
20% lower than the projected total net cash flow (before borrowings) set forth in such Approved
Budget.




          Section 11. Events of Default. Upon the occurrence of any of the following specified
events (each an “Event of Default”):




          11.01 Payments. 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
three or more 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. Holdings 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(a),
9.01(b), 9.01(f), 9.03, 9.11(c) (other than clause (i) and (ii) thereof) and 9.14, inclusive, or
Section 10 or (ii) default in the due performance or observance by it of any other term, covenant
or agreement (other than those referred to in Sections 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 20 days after written notice to the defaulting party by the
Administrative Agent or the Required Lenders; or




          11.04 Default Under Other Agreements. (i) Holdings or any of its Subsidiaries shall
default in any payment of any Indebtedness (other than the Obligations, the Existing Intercompany
Indebtedness 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)





52











 




Holdings 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 Existing
Intercompany Indebtedness and any other intercompany loans) or contained in any instrument or
agreement evidencing, securing or relating thereto, including, without limitation, the Senior Note
Indenture and the Working Capital Credit Agreement, 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 (it being understood that until the expiration of the
Forbearance Period, the existence of (a) an event of default under the Senior Note Indenture or the
Working Capital Credit Agreement due to the commencement and continuation of a Parent Bankruptcy
Case or (b) a Working Capital Specified Event of Default shall be deemed not to result in a Default
or Event of Default under this Section 11.04); provided, that it shall not be a
Default or Event of Default under this Section 11.04 unless the aggregate principal amount
of all Indebtedness as described in preceding clauses (i) through (ii), inclusive, is (x) during
the Forbearance Period, at least $5,000,000 and (y) otherwise, at least $10,000,000; or




          11.05 Bankruptcy, etc. (i) Holdings or any of its Subsidiaries shall commence 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”); or an involuntary
case is commenced against Holdings 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 (ii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of Holdings or any of its Subsidiaries or (iii)
Holdings 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 Holdings or any of
its Subsidiaries or there is commenced against Holdings or any of its Subsidiaries any such
proceeding which remains undismissed for a period of 60 days, or (iv) Holdings or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or (v) any order of relief or other order
approving any such case or proceeding is entered; or (vi) Holdings 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 unstayed for a period of 60 days; or (vii) Holdings or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or (viii) any corporate
action is taken by Holdings or any of its Subsidiaries for the purpose of effecting any of the
foregoing; or (ix) the appointment of a chapter 11 trustee or examiner with expanded powers in any
of the Parent Bankruptcy Cases or the conversion of a Parent Bankruptcy Case into a case under
chapter 7 of the Bankruptcy Code; 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 Holdings 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 4980






53









 







B(g)(2) of the Code or 45 Code of Federal Regulations Sections 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 to give the
Collateral 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 Collateral
Agency and Intercreditor Agreement (except in connection with Permitted Collateral Liens), and
subject to no other Liens (except Permitted Collateral Liens); or




          11.08 Guaranties. Any 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 relevant 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 any Guaranty; or




          11.09 Judgments. One or more judgments or decrees shall be entered against Holdings
or any of its Subsidiaries involving in the aggregate for Holdings or any of 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 $5,000,000; or




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




          11.11 Approved Restructuring Plan. The Borrower fails to agree to an Approved
Restructuring Plan on or prior to October 1, 2010; or




          11.12 Special Repurchase Offer. The Borrower is required to make a “Special
Repurchase Offer” under and as defined in the Senior Notes Indenture; or




          11.13 Forbearance Termination Date. A Forbearance Termination Date shall occur;



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, the result which would occur upon the giving of written notice by the
Administrative






54









 







Agent to the Borrower as specified in clauses (i), (ii), (iii) and (iv) below shall occur
automatically without the giving of any such notice); provided, further, that if
any Guarantor is subject to an Event of Default specified in Section 11.05, then
notwithstanding anything to the contrary contained above, all obligations guaranteed by the
respective Guarantor, whether fixed or contingent, shall be deemed, without the necessity of
further action or notice to be due and payable in full): (i) declare the Tranche B Term Loan
Commitments terminated, whereupon all Tranche B Term Loan Commitments of each Lender shall
forthwith terminate immediately and any accrued and unpaid fees or other amounts payable to the
Tranche B Term Lenders shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and
all Obligations, including, without limitation, all Deferred Fees, 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; and (iii)
cause the Collateral Agent to enforce all of the Liens and security interests created pursuant to
the Security Documents.




          Section 12. Administrative Agent.




          12.01 Appointment. (a) The Lenders hereby irrevocably designate and appoint Cantor
as Administrative Agent 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 authorizes the Administrative
Agent to appoint a security trustee on its behalf, including Wilmington Trust FSB as Collateral
Agent, 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 and authorization.




          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






55









 







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.




          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 Parent 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 Parent 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 Parent 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 Parent 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
hereunder or under any other Credit Document in accordance with the instructions of the Required
Lenders 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 reasonably 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






56









 







reasonably 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 determined as if there were no Defaulting
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 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.







57









 








          (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 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 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 with respect to the Term Loans, in each case, until such
time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.




          (e) To the extent a successor Administrative Agent is appointed pursuant to the provisions of
this Section 12.09, the Borrower shall pay the reasonable fees and expenses of such
successor Administrative Agent.




          12.10 [Reserved].




          12.11 Removal of the Administrative Agent; Appointment of Successor Administrative
Agent.




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




          (b) A successor Administrative Agent may be appointed by the Required Lenders. If a successor
Administrative Agent shall not have been so appointed within ten Business Days after delivery of
the notice of removal described in the immediately preceding subclause (a), the Administrative
Agent may appoint a successor Administrative Agent.




          (c) Upon the appointment of a successor Administrative Agent, the removed Administrative Agent
shall promptly execute and deliver all instruments and documents, and take all actions that the
successor 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 Administrative
Agent under the Credit Documents.







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          (d) To the extent a successor Administrative Agent is appointed pursuant to the provisions of
this Section 12.11, the Borrower shall pay the reasonable fees and expenses of such
successor Administrative Agent.




          Section 13. Holdings Guaranty.




          13.01 Holdings 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, Holdings hereby agrees with
the Guaranteed Creditors as follows: (i) Holdings hereby and unconditionally and irrevocably
guarantees 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 and (ii) Holdings unconditionally and
irrevocably fully indemnifies each Lender on its demand in respect of all claims, expenses,
liabilities and losses which are made or brought against or incurred by such Lender as a result of
or in connection with any obligation or liability guaranteed by Holdings being or becoming
unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be
equal to the amount which such Lender would otherwise have been entitled to recover. If any or all
of the Guaranteed Obligations becomes due and payable hereunder, Holdings unconditionally and
irrevocably undertakes to pay such indebtedness to the Administrative Agent and/or the other
Guaranteed Creditors, 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 a 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, Holdings
agrees that any such judgment, decree, order, settlement or compromise shall be binding upon
Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing
any liability of the Borrower, and Holdings 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, Holdings unconditionally and irrevocably guarantees
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 Holdings hereunder is exclusive and
independent of any security for or other guaranty of the Guaranteed Obligations, whether executed
by Holdings, any other guarantor or by any other party, and the liability of Holdings hereunder
shall not be affected or impaired by (a) any direction as to application of payment by






59









 







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 Credit Party pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and Holdings 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 14.05.




          13.04 Independent Obligation. The obligations of Holdings hereunder are several and
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 Holdings 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. waives, 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 Holdings.




          13.05 Authorization. Holdings authorizes 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 Holdings 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



60









 







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 Holdings from its liabilities under
these Holdco Guarantees.



          13.06 Reliance. It is not necessary for any Guaranteed Creditor to inquire into the
capacity or powers of Holdings or any of their Subsidiaries or the officers, directors, 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
Holdings is hereby subordinated to the Guaranteed Obligations of the Borrower owing to the
Guaranteed Creditors; and if the Administrative Agent or the Required Lenders so request at a time
when an Event of Default exists, all such indebtedness of the Borrower to Holdings shall be
collected, enforced and received by Holdings 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 Holdings
under the other provisions of this Holdings Guaranty. Prior to the transfer by Holdings of any
note or negotiable instrument evidencing any such indebtedness of the Borrower to Holdings 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, Holdings hereby agrees with the
Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time
otherwise have as a result of this Holdings 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 Holdings to be enforceable
under applicable federal, state and other laws relating to the insolvency of debtors, the maximum
liability of Holdings hereunder shall be limited to the greatest amount which can lawfully be
guaranteed by Holdings under such laws, after giving effect to any rights of contribution,
reimbursement and subrogation arising under this Section 13.07.




          13.08 Waiver. (a) Holdings waives 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






61









 







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. Holdings waives 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 Holdings hereunder except to the extent the Guaranteed Obligations have
been paid in cash. Holdings waives 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 Holdings against the Borrower, or any other party or any
security.




          (b) Holdings waives 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 Holdings Guaranty, and notices of the existence, creation or
incurring of new or additional Guaranteed Obligations. Holdings assumes all responsibility for
being and keeping itself 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 Holdings assumes and incurs hereunder, and agrees that
neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to
advise Holdings of information known to them regarding such circumstances or risks.




          Section 14. Miscellaneous.




          14.01 Payment of Expenses. The Borrower agrees to: (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and the charges incurred for the use of
IntraLinks or a similar service) and the Required Lenders (including, without limitation, the
reasonable fees and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP) 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, assignment
or consent relating hereto or thereto (including, without limitation, in connection with the
removal of the Administrative Agent pursuant to Section 12.11), and of the Administrative
Agent and the Required Lenders and, after the occurrence of an Event of Default, each of the
Lenders 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






62









 







counsel and consultants for the Administrative Agent and, after the occurrence of an Event of
Default, counsel for each of the Lenders); (ii) pay and hold the Administrative Agent, 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, 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, such Lender) to pay such taxes; and (iii)
indemnify the Administrative Agent, the Collateral Agent, each Lender, and each of their respective
officers, directors, employees, representatives, agents, affiliates, trustees and investment
advisors (the “Indemnitees”) 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) 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, 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 Borrower or its Subsidiaries in the air, surface water or
groundwater or on the surface or subsurface of any Mortgaged Vessel 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 Mortgaged Vessel with
Environmental Law (including applicable permits thereunder) applicable to any Mortgaged Vessel, or
any Environmental Claim asserted against the Borrower or any of the Borrower’s Subsidiaries, or any
Mortgaged Vessel 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, 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, 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






63









 







Subsidiary or the Borrower 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 such Lender (including, without limitation, by
branches and agencies of such Lender wherever located) to or for the credit or the account of the
Borrower or any Credit Party but in any event excluding assets held in trust for any such Person
against and on account of the Obligations and liabilities of the Borrower or such Credit Party, as
applicable, to 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 such Lender shall
have made any demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.




          14.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telexed, telegraphic or
telecopier communication) and mailed, telexed, telecopied or delivered: if to any Credit Party, at
10001 Woodloch Forest Dr., Suite 610, The Woodlands, Texas 77380, Telephone: (281) 203-5700,
Facsimile: (281) 203-5701; if to any Lender, at its address specified opposite its name on Schedule
II below; and if to the Administrative Agent, at its Notice Office; or, as to any other Credit
Party, 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 and 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 (i) no Credit Party may assign or transfer
any of its rights, obligations or interests hereunder or under any other Credit Document without
the prior written consent of the Lenders, (ii) 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 Commitments hereunder except as
provided in Sections 2.12 and 14.04(b) or as otherwise separately agreed to in writing with the
Borrower) and the transferee, assignee or participant, as the case may be, shall not constitute a
“Lender” hereunder and (iii) 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 (x) extend the final scheduled
maturity of any Loan or Note in






64









 







which such participant is participating, or reduce the rate or extend the time of payment of
interest or Deferred Fee thereon (except (m) in connection with a waiver of applicability of any
post-default increase in interest rates and (n) that any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes
of this clause (x)) or reduce the principal amount thereof, 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 or of a mandatory reduction in the Total Tranche A Term
Loan Commitment or Total Tranche B Term Loan Commitment shall not constitute a change in the terms
of such participation, and that an increase in any Commitment or Loan shall be permitted without
the consent of any participant if the participant’s participation is not increased as a result
thereof), (y) consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (z) release all or substantially all of the Collateral under
all of the Security Documents (except as expressly provided in the Credit Documents) securing the
Loans hereunder in which such participant is 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 Commitment and/or its outstanding Loans to its (i)
parent company so long as such parent company is solvent and/or any affiliate of such Lender which
is at least 50% owned by such Lender or its parent company (so long as such affiliate is solvent)
or (ii) in the case of any Lender that is a fund or other entity that invests in bank loans, any
other fund or entity that invests in bank loans and is managed or advised by the same investment
advisor of such Lender or by an Affiliate of such investment advisor (so long as such fund or other
entity is solvent) or (iii) to one or more Lenders or (y) assign with the consent of the Borrower
(which consent shall not be unreasonably withheld or delayed and shall not be required if any Event
of Default is then in existence) all, or if less than all, a portion equal to at least $1,000,000
in the aggregate for the assigning Lender or assigning Lenders, of such Commitments and outstanding
principal amount of Loans hereunder to one or more Eligible Transferees (treating any fund or other
entity that invests in bank loans and any other fund or entity that invests in bank loans and is
managed or advised by the same investment advisor of such fund or other entity 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
Commitments (and/or outstanding Loans, as the case may be) of such new Lender and of the existing
Lenders, (ii) upon the surrender of the relevant Notes assigned by the 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
Commitments (and/or outstanding Loans, as the case may be), and (iii) 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 $3,000; provided, however, that
notwithstanding any other






65









 







provision of this Section 14.04, the consent of the Borrower shall not be required in
any manner with respect to any assignment to an Eligible Assignee if such assignment is made by the
Administrative Agent (in its capacity as a Lender) and relates to the Tranche A Term Loans. 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 Commitments and outstanding
Loans. At the time of each assignment pursuant to this Section 14.04(b) to a Person which
is not already a Lender hereunder, the respective assignee Lender shall, to the extent legally
entitled to do so, comply with Section 5.04(b). To the extent that an assignment of all or
any portion of a Lender’s Commitments and related outstanding Obligations pursuant to Section
2.12 or this Section 14.04(b) would, at the time of such assignment, result in
increased costs under Section 2.09 or 2.10 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 (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 or any Lender or any holder of any Note 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 or any Lender or the holder of any
Note 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 or
any Lender or the holder of any Note 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 or
any Lender or the holder of any Note 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, it shall distribute such payment to the
Lenders (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.







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          (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 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 or Deferred Fee
on, the Loans 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 Lender, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.




          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding
Sections 14.06(a) and (b) (i) shall be subject to the express provisions of this
Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as
opposed to Defaulting Lenders and (ii) shall not be construed to apply to any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans.




          14.07 Calculations; Computations. (a) The financial statements to be furnished to
the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted
accounting principles 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). Unless
otherwise noted, all references in this Agreement to “GAAP” or “generally accepted accounting
principles” shall mean generally accepted accounting principles as in effect in the United States
of America as may be modified from time to time.




          (b) All computations of interest 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 is payable.




          14.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL; APPOINTMENT
OF PROCESS AGENT. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE 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 LOCATED IN THE COUNTY OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, 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 FURTHER
IRREVOCABLY CONSENTS TO THE






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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
ITS ADDRESS SET FORTH IN SECTION 14.03, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. 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 CREDIT
PARTY IN ANY OTHER JURISDICTION. EACH CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES, APPOINTS,
AUTHORIZES AND EMPOWERS CT CORPORATION SYSTEM, WITH OFFICES AT 111 EIGHTH AVENUE, NEW YORK NEW YORK
10011, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE FOR AND ON ITS BEHALF SERVICE OF ANY AND ALL
LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.
IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH,
THE CREDIT PARTIES AGREE TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK, NEW YORK ON
THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE REQUIRED LENDERS; PROVIDED THAT ANY FAILURE ON THE PART OF THE CREDIT PARTIES TO
COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE
SERVICE OF PROCESS OR SUMMONS IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 14.08 OR
OTHERWISE PERMITTED BY LAW. IF AT ANY TIME DURING WHICH THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT REMAINS IN EFFECT, ANY CREDIT PARTY DOES NOT MAINTAIN A REGULARLY FUNCTIONING OFFICE IN
NEW YORK CITY, SUCH CREDIT PARTY WILL DULY APPOINT, AND AT ALL TIMES MAINTAIN, AN AGENT IN NEW YORK
CITY FOR THE SERVICE OF PROCESS OR SUMMONS, AND WILL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE
LENDERS WRITTEN NOTICE OF THE IDENTITY AND ADDRESS OF SUCH AGENT FOR SERVICE OF PROCESS OR SUMMONS;
PROVIDED THAT ANY FAILURE ON THE PART OF ANY CREDIT PARTY TO COMPLY WITH THE FOREGOING PROVISIONS
OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE SERVICE OF PROCESS OR SUMMONS IN ANY
OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 14.08 OR OTHERWISE PERMITTED BY LAW.




          (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,






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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 on which (i)
each of the Borrower, the Administrative Agent and each of the Lenders, who are initially parties
hereto shall have signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall
have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile
notice (actually received) at such office that the same has been signed and mailed to it and (ii)
the Third Amendment becomes effective in accordance with its terms.




          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 thereto, the Required Lenders (although additional parties may be added to (and annexes may
be modified to reflect such additions), and any of the Subsidiary Guarantors may be released from
its respective Guaranty and the Security Documents in accordance with the provisions hereof and
thereof without the consent of the other Credit Parties party thereto, the Required Lenders),
provided that no such change, waiver, discharge or termination shall, without the consent of each
Lender (other than a Defaulting Lender with Obligations being directly affected in the case of
following clause (i)) and in the case of the following clause (vi), to the extent (in the case of
the following clause (vi)) that any such Lender would be required to make a Loan in excess of its
pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans
or a commitment reduction that (in any case) is less than its pro rata portion provided for in this
Agreement, in each case, as a result of any such amendment, modification or waiver referred to in
the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend or
increase the Commitment of any Lender, or reduce the rate or extend the time of payment of interest
on any Loan or Note or Deferred Fee (except (x) in connection with the waiver of applicability of
any post-default increase in interest rates and (y) any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes
of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release all or substantially all of the Collateral (except as expressly provided in the Credit
Documents), (iii) amend, modify or waive any provision of this Section 14.12, (iv) reduce the
percentage specified in the definition of Required Lenders (it being understood that, with the
consent of the Required






69









 







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 Loans
and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive
Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent
providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be
applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions
in Commitments or Deferred Fee (it being understood that the provision of additional extensions of
credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any
mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment,
modification or waiver for purposes of this clause (vi), or (vii) release all or substantially all
of the Subsidiary Guarantors from a Subsidiaries Guaranty (except as expressly provided in the
Credit Documents); provided, further, that no such change, waiver, discharge or termination shall
(u) increase the 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 or of a mandatory reduction in the Commitments shall not
constitute an increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such
Lender), (v) without the consent of each Agent, amend, modify or waive any provision of Section 12
as same applies to such Agent or any other provision as same relates to the rights or obligations
of such Agent or (w) without 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 to 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 other 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 each
such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s
consent is required with respect to less than all Loans (or related Commitments), to replace only
the respective Commitments and/or Loans of the respective non-consenting Lender which gave rise to
the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant
to Section 2.12 so long as at the time of such replacement, each such Replacement Lender
consents to the proposed change, waiver, discharge or termination or (B) terminate such
non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its
Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such
Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Sections
5.02(b) and/or 5.01(iv), provided that, unless the Commitments are terminated,
and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time
through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of
existing Lenders (who in each case must specifically consent thereto), provided,
further, that in any event the Borrower shall not have the right to replace a Lender,
terminate its Commitment or repay its Loans solely as a result of the






70









 







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 2.09, 2.10, 5.04 and 14.01 shall, subject to Section 14.15 (to the extent applicable),
survive the execution, delivery and termination of this Agreement and the Notes and the making and
repayment of the Loans.




          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 2.09, 2.10 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 Limitation on Additional Amounts, etc. Notwithstanding anything to the contrary
contained in Sections 2.09, 2.10 or 5.04 of this Agreement, unless a Lender gives notice to the
Borrower that it is obligated to pay an amount under any such Section within one year after the
later of (x) the date the Lender incurs the respective increased costs, Taxes, loss, expense or
liability, reduction in amounts received or receivable or reduction in return on capital or (y) the
date such Lender has actual knowledge of its incurrence of the respective increased costs, Taxes,
loss, expense or liability, reductions in amounts received or receivable or reduction in return on
capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Sections 2.09, 2.10 or 5.04 as the case may be, to the extent the costs, Taxes,
loss, expense or liability, reduction in amounts received or receivable or reduction in return on
capital are incurred or suffered on or after the date which occurs one year prior to such Lender
giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to said
Sections 2.09, 2.10 or 5.04, as the case may be. This Section 14.15 shall have no applicability to
any Section of this Agreement other than said Sections 2.09, 2.10 or 5.04.




          14.16 Confidentiality. (a) Subject to the provisions of clause (b) of this Section
14.16, each Lender agrees that it will use its commercially 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 the 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 (a) 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, (b)
as may be required 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






71









 







successors, (c) as may be required in respect to any summons or subpoena or in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such Lender, (e) to the
Administrative Agent, the Collateral Agent or any Lender and (f) to any prospective or actual
transferee or participant in connection with any contemplated transfer or participation of any of
the Notes or Commitments or any interest therein by such Lender, provided that such prospective
transferee expressly 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 any information related to the Borrower or any of its Subsidiaries (including, without
limitation, any nonpublic customer information regarding the creditworthiness of the Borrower or
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 Register. The Borrower hereby designates the Administrative Agent to serve as
the Borrower’s agent, solely for purposes of this Section 14.17, to maintain a register (the
“Register”) on which it will record the Commitments from time to time of each of the Lenders, the
Loans made by each of the Lenders and each repayment and prepayment 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 Commitments of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer
is recorded on the Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Loans shall remain owing to the transferor. The registration of an
assignment or transfer of all or part of any Commitments and 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 or transferor Lender shall surrender the Note
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. 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 14.17, except to the extent caused
by the Administrative Agent’s own gross negligence or willful misconduct.




          14.18 Judgment Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due from the Borrower hereunder or under any of the Notes in the
currency expressed to be payable herein or under the Notes (the “specified currency”) into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other currency at the
Administrative Agent’s New York office on the Business Day preceding that on






72









 







which final judgment is given. The obligations of the Borrower in respect of any sum due to
any Lender or the Administrative Agent hereunder or under any Note shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to the extent that on
the Business Day following receipt by such Lender or the Administrative Agent (as the case may be)
of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as
the case may be) may in accordance with normal banking procedures purchase the specified currency
with such other currency; if the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be, in the specified
currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative
Agent, as the case may be, against such loss, and if the amount of the specified currency so
purchased exceeds the sum originally due to any Lender or the Administrative Agent, as the case may
be, in the specified currency, such Lender or the Administrative Agent, as the case may be, agrees
to remit such excess to the Borrower.




          14.19 Language. All correspondence, including, without limitation, all notices,
reports and/or certificates, delivered by any Credit Party to the Administrative Agent, the
Collateral Agent or any Lender shall, unless otherwise agreed by the respective recipients thereof,
be submitted in the English language or, to the extent the original of such document is not in the
English language, such document shall be delivered with a certified English translation thereof.




          14.20 Waiver of Immunity. The Borrower, in respect of itself, each other Credit
Party, its and their process agents, and its and their properties and revenues, hereby irrevocably
agrees that, to the extent that the Borrower, any other Credit Party or any of its or their
properties has or may hereafter acquire any right of immunity from any legal proceedings, whether
in the United States, Norway, Bahamas, England, the Republic of Vanuatu, Malta, Cyprus or
elsewhere, to enforce or collect upon the Obligations of the Borrower or any other Credit Party
related to or arising from the transactions contemplated by any of the Credit Documents, including,
without limitation, immunity from service of process, immunity from jurisdiction or judgment of any
court or tribunal, immunity from execution of a judgment, and immunity of any of its property from
attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment,
the Borrower, for itself and on behalf of the other Credit Parties, hereby expressly waives, to the
fullest extent permissible under applicable law, any such immunity, and agrees not to assert any
such right or claim in any such proceeding, whether in the United States or elsewhere.




          14.21 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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          14.22 OTHER LIENS ON COLLATERAL; TERMS OF COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT;
ETC. (i) EACH SECURED CREDITOR UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE
CREATED ON THE COLLATERAL IN FAVOR OF THE HOLDERS OF SENIOR NOTES AND THE LENDERS UNDER THE
WORKING CAPITAL CREDIT AGREEMENT PURSUANT TO THE SECURITY DOCUMENTS, WHICH LIENS SHALL BE
SUBORDINATED IN PRIORITY TO THE LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS IN FAVOR OF THE
LENDERS IN ACCORDANCE WITH THE TERMS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. THE
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE BINDING UPON THE
LENDERS. PURSUANT TO THE EXPRESS TERMS OF SECTION 7.19 OF THE COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT AND ANY OF THE SECURITY DOCUMENTS, THE PROVISIONS OF THE COLLATERAL AGENCY
AND INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




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




          (iii) THE PROVISIONS OF THIS SECTION 14.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS
AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR
MAKING ITS OWN ANALYSIS AND REVIEW OF THE COLLATERAL AGENCY AND 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
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT.




* * *





74 











 





     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.



	 	 	 	 	 
	 	TRICO SHIPPING AS

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



[Signature Pages to the Priority Credit Agreement]





 








 




	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 



[Signature Pages to the Priority Credit Agreement]





 









 





	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 
	 	TRICO SUBSEA HOLDING AS

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



[Signature Pages to the Priority Credit Agreement]





 









 





	 	 	 	 	 
	 	[Signatures of the Several Term Lenders],

as a Term Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Pages to Credit Agreement]





 









 





	 	 	 	 	 
	 	CANTOR FITZGERALD SECURITIES, 

as Administrative Agent

 	 
	 	By:  	/s/
James Bond	 
	 	 	Name:  	James Bond	 
	 	 	Title:  	Chief Operating Officer	 



[Signature Page to Credit Agreement]





 









 





SCHEDULE I




LOAN COMMITMENTS




	 	 	 
	Tranche A Term Loan Commitment	 	Tranche B Term Loan Commitment
	$15,000,000.00
	 	$7,000,000.00








 




			
	**	 	Name of each lender and the commitment amount will be disclosed to the Administrative Agent.




 









 










SCHEDULE II




LENDER ADDRESSES



Name, address and contact information for each lender will be disclosed to the Administrative
Agent.








 









 








SCHEDULE III




APPROVED CLASSIFICATION SOCIETIES



American Bureau of Shipping



Det Norske Veritas



Lloyd’s Register



Bureau Veritas



Nippon Kaiji Kyokai



Germanischer Lloyd AG



or such other first-class vessel classification society which is a member of International
Association of Classification Societies Ltd. that the Administrative Agent has, with the consent of
the Required Lenders, approved in writing









 









 








SCHEDULE IV




ERISA





	 	1.	 	Trico Supply AS Norwegian Pension Plan 8236
	 
	 	2.	 	Trico Supply AS Norwegian Pension Plan 3740




 









 











SCHEDULE V




SUBSIDIARIES




	 	 	 	 	 
	 	 	Direct Owner(s) &	 	Jurisdiction of
	Legal Name of Subsidiary	 	Percentage Ownership	 	Organization
	DeepOcean AS

	 	Trico Supply AS (100%)
	 	Norway
	 
	 	 	 	 
	Trico Supply (UK) Limited

	 	Trico Supply AS (100%)
	 	England and Wales
	 
	 	 	 	 
	Albyn Marine Limited

	 	Trico Supply (UK)
Limited (100%)
	 	Scotland
	 
	 	 	 	 
	CTC Marine Projects Limited

	 	DeepOcean AS (100%)
	 	UK
	 
	 	 	 	 
	DeepOcean Brasil Servicos Ltda.

	 	DeepOcean AS (99%)


DeepOcean Maritime AS
(1%)
	 	Brazil
	 
	 	 	 	 
	DeepOcean Maritime AS

	 	DeepOcean AS (100%)
	 	Norway
	 
	 	 	 	 
	DeepOcean Management AS

	 	DeepOcean AS (100%)
	 	Norway
	 
	 	 	 	 
	DeepOcean de Mexico S. de R.L.
de C.V.

	 	DeepOcean AS (99%)


DeepOcean Management AS (1%)
	 	Mexico
	 
	 	 	 	 
	CTC Marine Norway AS

	 	CTC Marine Projects
Ltd. (100%)
	 	Norway
	 
	 	 	 	 
	CTC Marine Projects (Guernsey)
Limited

	 	CTC Marine Projects
Ltd. (100%)
	 	Guernsey
	 
	 	 	 	 
	DeepOcean Subsea Services Limited

	 	DeepOcean Maritime AS
(100%)
	 	UK
	 
	 	 	 	 
	DeepOcean BV

	 	DeepOcean Maritime AS
(100%)
	 	The Netherlands
	 
	 	 	 	 
	Servicios Profesionales de Apoyo
Especializado S. de R.L. de C.V.

	 	DeepOcean de Mexico S.
de R.L. de C.V. (99%)


DeepOcean Management AS
(1%)
	 	Mexico
	 
	 	 	 	 
	Servicios de Soporte Profesional
Administrativo S. de R.L. de
C.V.

	 	DeepOcean de Mexico S.
de R.L. de C.V. (99%)


DeepOcean Management AS
(1%)
	 	Mexico
	 
	 	 	 	 
	DeepOcean UK Ltd.

	 	DeepOcean Subsea
Services Ltd. (100%)
	 	UK
	 
	 	 	 	 
	Trico Shipping AS

	 	Trico Supply AS (100%)
	 	Norway






 









 






SCHEDULE V




	 	 	 	 	 
	 	 	Direct Owner(s) &	 	Jurisdiction of
	Legal Name of Subsidiary	 	Percentage Ownership	 	Organization
	Trico Subsea Holding AS

	 	Trico Shipping AS (100%)
	 	Norway
	 
	 	 	 	 
	DeepOcean Shipping III AS

	 	Trico Shipping AS (100%)
	 	Norway
	 
	 	 	 	 
	DeepOcean Shipping II AS

	 	Trico Shipping AS (100%)
	 	Norway
	 
	 	 	 	 
	DeepOcean Shipping AS

	 	Trico Shipping AS (100%)
	 	Norway
	 
	 	 	 	 
	Trico Subsea AS

	 	Trico Subsea Holding AS
(100%)
	 	Norway
	 
	 	 	 	 
	Trico Subsea Cayman, Ltd.

	 	Trico Supply AS (100%)
	 	Cayman Islands
	 
	 	 	 	 
	CTC Marine SDN BHD

	 	CTC Marine Projects
Limited (100%)
	 	Malaysia
	 
	 	 	 	 
	DeepOcean Subsea Services Hong
Kong Ltd.

	 	Trico Supply AS (100%)
	 	Hong Kong






 









 






SCHEDULE VI




EXISTING INDEBTEDNESS




	 	 	 	 	 
	Indebtedness	 	Amounts	 
	CTC motor vehicle loans
	 	£	96,630.51	 
	 

	 	 	 	 
	Bank Guarantees and Standby Letters of Credit
(i.e., performance bonds, surety bonds)
	 	$	2,810,666.67	 
	 

	 	 	 	 
	Bank Guarantees and Standby Letters of Credit
(i.e., performance bonds, surety bonds)
	 	£	2,442,500.00	 
	 

	 	 	 	 
	Bank Guarantees and Standby Letters of Credit
(i.e., performance bonds, surety bonds)
	 	€	1,100,000.00	 







 











 





SCHEDULE VII




LEGAL NAME; TYPE OF ORGANIZATION AND

WHETHER A REGISTERED ORGANIZATION;

JURISDICTION OF ORGANIZATION; ETC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Organizational
	 	 	 	 	 	 	 	 	Identification
	 	 	 	 	Registered	 	Jurisdiction of	 	Number (if
	Borrower/Guarantor	 	Type of Organization	 	Organization (Y/N)	 	Organization	 	applicable)
	Trico Subsea AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	989 941 372	 
	 
	 	 	 	 	 	 	 	 	 	 
	Trico Supply AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	976 853 938	 
	 
	 	 	 	 	 	 	 	 	 	 
	Trico Shipping AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	976 854 020	 
	 
	 	 	 	 	 	 	 	 	 	 
	Trico Subsea Holding AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	990 653 305	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	980 772 805	 
	 
	 	 	 	 	 	 	 	 	 	 
	Trico Supply (UK) Limited

	 	Limited Company
	 	Yes
	 	UK
	 	 	1275998	 
	 
	 	 	 	 	 	 	 	 	 	 
	Albyn Marine Limited

	 	Limited Company
	 	Yes
	 	Scotland
	 	 	SC172765
	 
	 
	 	 	 	 	 	 	 	 	 	 
	CTC Marine Projects Limited

	 	Limited Company
	 	Yes
	 	UK
	 	 	2835294	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Brasil
Servicos Ltda.

	 	Limited Company
	 	Yes
	 	Brazil
	 	CNPJ/MF

	 
	 	 	 	 	 	 	 	 	 08.932.03/001-92	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Maritime AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	948 230 798	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Management AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	987 538 880	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean de Mexico
S. de R.L. de C.V.

	 	Limited Company
	 	Yes
	 	Mexico
	 	 	8500*3	 
	 
	 	 	 	 	 	 	 	 	 	 
	CTC Marine Norway AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	982 603 382	 
	 
	 	 	 	 	 	 	 	 	 	 
	CTC Marine Projects (Guernsey) Limited

	 	Limited Company
	 	Yes
	 	Guernsey
	 	 	46530	 






 









 






Schedule VII

Page 2




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Organizational
	 	 	 	 	 	 	 	 	Identification
	 	 	 	 	Registered	 	Jurisdiction of	 	Number (if
	Borrower/Guarantor	 	Type of Organization	 	Organization (Y/N)	 	Organization	 	applicable)
	DeepOcean Subsea Services Limited

	 	Limited Company
	 	Yes
	 	UK
	 	 	5056858	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean B.V.

	 	Limited Company
	 	Yes
	 	The Netherlands
	 	 	37090676	 
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios
Profesionales de
Apoyo
Especializado, S.
de R.L. de C.V.

	 	Limited Company
	 	Yes
	 	Mexico
	 	 	8722*3	 
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios de
Soporte
Administrativo S.
de R.L. de C.V.

	 	Limited Company
	 	Yes
	 	Mexico
	 	 	8723*3	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean UK Ltd.

	 	Limited Company
	 	Yes
	 	Scotland
	 	SC240196

	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Shipping III AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	977 289 483	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Shipping II AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	992 035 870	 
	 
	 	 	 	 	 	 	 	 	 	 
	DeepOcean Shipping AS

	 	Limited Company
	 	Yes
	 	Norway
	 	 	979 456 107	 






 









 






SCHEDULE VIII




TRANSACTIONS WITH AFFILIATES



None.







 









 








SCHEDULE IX




SUBSIDIARY GUARANTORS



Entities listed on Schedule V, other than Trico Shipping AS, Trico Subsea Cayman, Ltd., CTC Marine
SDN BHD and DeepOcean Subsea Services Hong Kong Ltd





 









 








SCHEDULE X




SECURITY DOCUMENTS





	1.	 	Amended and Restated Collateral Agency and Intercreditor Agreement dated 21 September 2010.
	 
	2.	 	Third Amendment dated as of September 21, 2010 to Pledge and Security Agreement dated as of
30 October 2009.






	 	a.	 	All filed and applicable UCC Financing Statements.






	3.	 	Omnibus Confirmation and Ratification of Security Documents, dated as of 21 September 2010.
	 
	4.	 	Northern Canyon Mortgage (Bahamas), dated as of 30 October 2009.
	 
	5.	 	Northern Canyon Deed of Covenants, dated as of 30 October 2009.
	 
	6.	 	Trico Sabre Mortgage (Bahamas), dated as of 30 October 2009.
	 
	7.	 	Trico Sabre Deed of Covenants, dated as of 30 October 2009.
	 
	8.	 	Atlantic Challenger Mortgage (Isle of Man), dated as of 30 October 2009.
	 
	9.	 	Atlantic Challenger Deed of Covenants, dated as of 30 October 2009.
	 
	10.	 	Deep Endeavour Mortgage (Isle of Man), dated as of 30 October 2009.
	 
	11.	 	Deep Endeavour Deed of Covenants, dated as of 30 October 2009.
	 
	12.	 	Letter from Financial Supervision Commission (DeepOcean Shipping AS).
	 
	13.	 	Letter from Financial Supervision Commission (DeepOcean Shipping II AS).
	 
	14.	 	Northern Commander Mortgage (Norway), dated as of 30 October 2009.
	 
	15.	 	Northern Crusader Mortgage (Norway), dated as of 03 October 2009.
	 
	16.	 	Northern River Mortgage (Norway), dated as of 30 October 2009.
	 
	17.	 	Northern Wave Mortgage (Norway), dated as of 30 October 2009.




 









 











SCHEDULE X





	18.	 	Ship Mortgage Covenants relating to Northern Commander, Northern Crusader, Northern River and
Northern Wave.
	 
	19.	 	Certificates of Ownership and Encumbrances for Norwegian vessels.
	 
	20.	 	Northern Queen Mortgage (UK), dated as of 30 October 2009.
	 
	21.	 	Northern Supporter Mortgage (UK), dated as of 30 October 2009.
	 
	22.	 	Deed of Covenants for the Northern Queen and Northern Supporter, dated as of 30 October 2009.
	 
	23.	 	Certificate of Ownership and Encumbrance and Northern Princess Mortgage (Vanuatu), dated as
of 30 October 2009 and related Letter to Ship Master
	 
	24.	 	Share Pledge Agreements between the respective Pledgors and Collateral Agent, dated as of 30
October 2009, over share capital of the following entities:






	 	a.	 	Trico Supply AS
	 
	 	b.	 	Trico Shipping AS and DeepOcean AS
	 
	 	c.	 	DeepOcean Shipping AS, DeepOcean Shipping II AS, DeepOcean
Shipping III AS, and Trico Subsea Holding AS
	 
	 	d.	 	Trico Subsea AS
	 
	 	e.	 	DeepOcean Maritime AS and DeepOcean Management AS
	 
	 	f.	 	CTC Marine Norway






	25.	 	Factoring Agreements, dated as of 30 October 2009, for the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS




 









 











SCHEDULE X





	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	26.	 	Security Agreements, dated as of 30 October 2009, between Collateral Agent and the following
entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	27.	 	Pledges of Inventory, dated as of 30 October 2009, for the benefit of the Collateral Agent by
the following entities:




 









 











SCHEDULE X





	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	28.	 	Pledges of Machinery and Plant, dated as of 30 October 2009, for the benefit of Collateral
Agent by the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS




 









 





SCHEDULE X










	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	29.	 	Transcript from Register of Mortgaged Moveable Property for the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	30.	 	Notices and Acknowledgments of Assignments of Intra-Group Receivables for the following
entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	DeepOcean AS
	 
	 	c.	 	DeepOcean Shipping AS
	 
	 	d.	 	DeepOcean Maritime AS






 











 





SCHEDULE X





	31.	 	Notices of Assignment and Acknowledgments of Intra-Group Charterers for the following
entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	DeepOcean Shipping AS
	 
	 	c.	 	Trico Subsea AS






	32.	 	Notices of Assignment of Insurances for the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	DeepOcean AS
	 
	 	c.	 	DeepOcean Shipping AS
	 
	 	d.	 	DeepOcean Shipping II AS
	 
	 	e.	 	DeepOcean Shipping III AS
	 
	 	f.	 	Trico Subsea AS






	33.	 	Acknowledgements of Assignments of Insurances from:






	 	a.	 	AON
	 
	 	b.	 	Den Norske Krigsforsikring for SKIB
	 
	 	c.	 	GARD
	 
	 	d.	 	Price Forbes






	34.	 	Notices of Pledge and Assignment of Bank Accounts for the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS




 









 











SCHEDULE X





	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS






	35.	 	Acknowledgements of Notices of Pledge and Assignment of Bank Accounts from:






	 	a.	 	DnB NOR Bank ASA
	 
	 	b.	 	Nordea Bank Norge ASA
	 
	 	c.	 	SpareBank 1 SR-Bank






	36.	 	Quota Pledge Agreement, dated as of 30 October 2009, among DeepOcean AS and DeepOcean
Maritime AS, as pledgors, and the Collateral Agent with respect to the quotas in the corporate
capital of DeepOcean Brasil Servicos Ltda.
	 
	37.	 	Bank Accounts Pledge Agreement, dated as of 30 October 2009, between DeepOcean Brasil
Servicos Ltda. and the Collateral Agent.
	 
	38.	 	Receivables Pledge Agreement, dated as of 30 October 2009, between DeepOcean Brasil Servicos
Ltda. and the Collateral Agent.
	 
	39.	 	Security Interest Agreement, dated as of 30 October 2009, in relation to the issued share
capital of CTC Marine Projects (Guernsey) Limited.
	 
	40.	 	Security Interest Agreement, dated as of 30 October 2009, over the bank accounts of CTC
Marine Projects (Guernsey) Limited.
	 
	41.	 	Equity Holders Pledge Agreement, dated as of 30 October 2009, with respect to the equity in
Servicios de Soporte Profesional Administrativo, S de R.L. de C.V. and Servicios Profesionales
de Apoyo Especializado Administrativo, S de R.L. de C.V.




 









 











SCHEDULE X





	42.	 	Pledge without Transfer of Possession Agreement, dated as of 30 October 2009, among Servicios
de Soporte Profesional Administrativo, S de R.L. de C.V., Servicios Profesionales de Apoyo
Especializado Administrativo, S de R.L. de C.V. and the Collateral Agent.
	 
	43.	 	Deed of Registered Shares for DeepOcean B.V. dated as of 30 October 2009.
	 
	44.	 	Deed of Undisclosed Pledge of Receivables for DeepOcean B.V. dated as of 30 October 2009.
	 
	45.	 	Deed of Disclosed Pledge of Bank Accounts for DeepOcean B.V. dated as of 30 October 2009.
	 
	46.	 	Charges of Certificated Securities for the following entities:






	 	a.	 	DeepOcean AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean Maritime AS
	 
	 	d.	 	Trico Supply (UK) Limited
	 
	 	e.	 	DeepOcean Subsea Services Limited






	47.	 	Stock Transfer Forms for the following entities:






	 	a.	 	CTC Marine Projects Limited
	 
	 	b.	 	Trico Supply (UK) Limited
	 
	 	c.	 	DeepOcean Subsea Services Limited
	 
	 	d.	 	Albyn Marine Limited
	 
	 	e.	 	DeepOcean UK Ltd.






	48.	 	Debentures for the following entities:






	 	a.	 	CTC Marine Projects Limited
	 
	 	b.	 	Trico Supply (UK) Limited




 









 











SCHEDULE X





	 	c.	 	DeepOcean Subsea Services Limited






	49.	 	Floating Charges for the following entities:






	 	a.	 	Albyn Marine Limited
	 
	 	b.	 	DeepOcean UK Ltd.






	50.	 	Charges over Bank Accounts for the following entities:






	 	a.	 	CTC Marine Projects Limited
	 
	 	b.	 	Trico Supply (UK) Limited
	 
	 	c.	 	DeepOcean Subsea Services Limited
	 
	 	d.	 	Albyn Marine Limited
	 
	 	e.	 	DeepOcean UK Ltd.






	51.	 	Ship Building Contract Assignments and Refund Guarantee Assignments from Trico Subsea AS for:






	 	a.	 	Yard No. 117 at Tebma Shipyards Limited
	 
	 	b.	 	Yard No. 118 at Tebma Shipyards Limited
	 
	 	c.	 	Yard No. 119 at Tebma Shipyards Limited






	52.	 	Notice of Assignment of Assigned Agreement (“Atlantic Challenger”).
	 
	53.	 	Notice of Assignment of Assigned Agreement (Framework Agreement for the Provision of Marine
Survey Services).
	 
	54.	 	Notice of Assignment of Assigned Agreement (Framework Agreement for the Provision of ROV
Support Services).
	 
	55.	 	Pledge and Security Agreement, dated as of 30 October 2009, between Trico Marine Services,
Inc. and the Collateral Agent.
	 
	56.	 	U.S. Perfection Certificate dated as of 20 October 2009.




 









 











SCHEDULE X





	57.	 	Arbol Grande Deed of Mortgage, dated as of January 5, 2010.
	 
	58.	 	Addendum No. 1, dated 29 January 2010, to Ship Mortgage Covenants dated 30 October 2009 in
favor of the Collateral Agent for Northern Commander, Northern Crusader, Northern River and
Northern Wave.
	 
	59.	 	Trico Star Mortgage (Bahamas), dated as of 13 April 2010.
	 
	60.	 	Trico Star Deed of Covenants, dated as of 13 April 2010.
	 
	61.	 	Amendment No. 1 to that certain Security Agreement, dated October 30, 2009, between Trico
Subsea AS and the Collateral Agent dated 13 April 2010.
	 
	62.	 	Northern Princess (Vanuatu) Amendment No. 1 to First Preferred Mortgage, dated as of 30 June
2010 and related Letter to Ship Master
	 
	63.	 	Amendment to the Northern River Mortgage (Norway), dated as of 15 July 2010 increasing the
registration amount.
	 
	64.	 	Supplemental Debenture between Trico Supply (UK) Limited and the Collateral Agent dated 23
July 2010
	 
	65.	 	Supplemental Debenture between CTC Marine Projects Limited and the Collateral Agent dated 23
July 2010
	 
	66.	 	Supplemental Debenture between DeepOcean Subsea Services Limited and the Collateral Agent
dated 23 July 2010
	 
	67.	 	Deed of Second Ranking Pledge of Registered Shares DeepOcean B.V. between DeepOcean Maritime,
DeepOcean B.V. and the Collateral Agent dated 2 September 2010
	 
	68.	 	Deed of Undisclosed Pledge of Receivables between DeepOcean B.V. and the Collateral Agent
dated 2 September 2010
	 
	69.	 	Deed of Disclosed Pledge of Bank Accounts between DeepOcean B.V. and the Collateral Agent
dated 2 September 2010
	 
	70.	 	First Amendment dated as of 23 July 2010 to Pledge and Security Agreement dated as of 30
October 2009.




 









 











SCHEDULE X





	71.	 	Pledge over Receivables (Refund Guarantee) Trico Subsea AS and the Collateral Agent dated 23
July 2010
	 
	72.	 	Amendment Agreement to Share Pledge Agreement between Trico Subsea Holding AS and the
Collateral Agent dated 23 July 2010
	 
	73.	 	Amendment Agreement to Share Pledge Agreement between Trico Supply AS and the Collateral
Agent dated 23 July 2010
	 
	74.	 	Amendment Agreement to Share Pledge Agreement between Trico Shipping AS and the Collateral
Agent dated 23 July 2010
	 
	75.	 	Amendment Agreement to Share Pledge Agreement between DeepOcean AS and the Collateral Agent
dated 23 July 2010
	 
	76.	 	Amendment Agreement to Share Pledge Agreement between CTC Marine Projects Limited and the
Collateral Agent dated 23 July 2010
	 
	77.	 	Refund Guarantee Assignment between Trico Subsea AS and the Collateral Agent regarding Yard
Number 119 at Tebma Shipyards Limited dated 22 July 2010
	 
	78.	 	Pledge Agreement related to Receivables under certain refund guarantees for Hull Nos. 118 and
199 between Trico Subsea AS and Collateral Agent dated 22 July 2010.
	 
	79.	 	First Amendment to Quota Pledge Agreement between DeepOcean AS, DeepOcean Maritime AS, the
Collateral Agent and DeepOcean Brasil Servicos Ltda. dated 29 July 2010
	 
	80.	 	First Amendment to Bank Accounts Pledge Agreement between DeepOcean Brasil Servicos Ltda. and
the Collateral Agent dated 29 July 2010
	 
	81.	 	First Amendment to the Receivables Pledge Agreement between DeepOcean Brasil Servicos Ltda.
and the Collateral Agent dated 29 July 2010.
	 
	82.	 	Pledges of Inventory, dated on or around 23 July 2010, for the benefit of the Collateral
Agent by the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS




 









 











SCHEDULE X





	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	83.	 	Pledges of Machinery and Plant, dated on or around 23 July 2010, for the benefit of
Collateral Agent by the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway




 









 











SCHEDULE X





	84.	 	Pledges of Receivables, dated on or around 23 July 2010, for the benefit of Collateral Agent
by the following entities:






	 	a.	 	Trico Shipping AS
	 
	 	b.	 	Trico Supply AS
	 
	 	c.	 	DeepOcean AS
	 
	 	d.	 	DeepOcean Shipping AS
	 
	 	e.	 	DeepOcean Shipping II AS
	 
	 	f.	 	DeepOcean Shipping III AS
	 
	 	g.	 	Trico Subsea Holding AS
	 
	 	h.	 	Trico Subsea AS
	 
	 	i.	 	DeepOcean Maritime AS
	 
	 	j.	 	DeepOcean Management AS
	 
	 	k.	 	CTC Marine Norway






	85.	 	Amendment Agreement to Security Agreement between the Borrower and the Collateral Agent dated
23 July 2010
	 
	86.	 	Amendment Agreement to Security Agreement between DeepOcean AS and the Collateral Agent dated
23 July 2010
	 
	87.	 	Amendment Agreement to Security Agreement between Deep Ocean Shipping AS and the Collateral
Agent dated 23 July 2010
	 
	88.	 	Amendment Agreement to Security Agreement between DeepOcean Shipping II AS and the Collateral
Agent dated 23 July 2010
	 
	89.	 	Amendment Agreement to Security Agreement between DeepOcean Shipping III AS and the
Collateral Agent dated 23 July 2010




 









 











SCHEDULE X





	90.	 	Amendment Agreement to Security Agreement between CTC Marine Norway AS and the Collateral
Agent dated 23 July 2010
	 
	91.	 	Amendment Agreement to Security Agreement between DeepOcean Maritime AS and the Collateral
Agent dated 23 July 2010
	 
	92.	 	Amendment Agreement to Security Agreement between DeepOcean Management AS and the Collateral
Agent dated 23 July 2010
	 
	93.	 	Amendment Agreement to Security Agreement between Trico Subsea AS and the Collateral Agent
dated 23 July 2010
	 
	94.	 	Amendment Agreement to Security Agreement between Trico Subsea Holding AS and the Collateral
Agent dated 23 July 2010
	 
	95.	 	Amendment Agreement to Security Agreement between Trico Supply AS and the Collateral Agent
dated 23 July 2010
	 
	96.	 	Second Amendment dated as of 29 July 2010 to Pledge and Security Agreement dated as of 30
October 2009.
	 
	97.	 	Atlantic Challenger Mortgage (second priority) (Isle of Man), dated as of 20 August 2010.
	 
	98.	 	Atlantic Challenger Deed of Covenants, dated as of 20 August 2010.
	 
	99.	 	Deep Endeavour Mortgage (second priority) (Isle of Man), dated as of 20 August 2010.
	 
	100.	 	Deep Endeavour Deed of Covenants, dated as of 20 August 2010.
	 
	101.	 	Deed of Execution of Amendment and Extension of Arbol Grande Ship Mortgage, dated September
1, 2010.
	 
	102.	 	Northern Queen (UK) Mortgage supplement dated as of 21 September 2010.
	 
	103.	 	Northern Supporter (UK) Mortgage supplement dated as of 21 September 2010.
	 
	104.	 	Atlantic Challenger Mortgage (third priority) (Isle of Man), dated as of 21 September 2010.
	 
	105.	 	Atlantic Challenger Deed of Covenants, dated as of 21 September 2010.
	 
	106.	 	Deep Endeavour Mortgage(third priority) (Isle of Man), dated as of 21 September 2010.




 









 











SCHEDULE X





	107.	 	Deep Endeavour Deed of Covenants, dated as of 21 September 2010.
	 
	108.	 	Northern Princess (Vanuatu) Amendment No. 2 to First Preferred Mortgage, dated as of 21
September 2010 and related Letter to Ship Master






 











 





SCHEDULE XI




MORTGAGED VESSELS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Jurisdiction of
	 	 	 	 	 	 	 	 	Registration and
	#	 	Name	 	Registered Owner	 	Number	 	Flag
	1.	 	M/V Northern Canyon
	 	Trico Shipping AS	 	8000711	 	Bahamian1
	 	 	 
	 	 	 	 	 	 
	2.	 	M/V Deep Endeavour
	 	Deep Ocean Shipping II AS	 	9203306	 	Isle of Man
	 	 	 
	 	 	 	 	 	 
	3.	 	M/V Atlantic Challenger
	 	DeepOcean Shipping AS	 	8607311	 	Isle of Man
	 	 	 
	 	 	 	 	 	 
	4.	 	M/V Northern Commander
	 	Trico Shipping AS	 	8501098	 	Norwegian
	 	 	 
	 	 	 	 	 	 
	5.	 	M/V Northern Crusader
	 	Trico Shipping AS	 	9005364	 	Norwegian
	 	 	 
	 	 	 	 	 	 
	6.	 	M/V Northern Princess
	 	Trico Shipping AS	 	1576	 	Vanuatu2
	 	 	 
	 	 	 	 	 	 
	7.	 	M/V Northern Queen
	 	Trico Shipping AS	 	705528	 	British
	 	 	 
	 	 	 	 	 	 
	8.	 	M/V Northern River
	 	DeepOcean Shipping AS	 	9179323	 	Norwegian
	 	 	 
	 	 	 	 	 	 
	9.	 	M/V Northern Supporter
	 	Trico Shipping AS	 	728683	 	British
	 	 	 
	 	 	 	 	 	 
	10.	 	M/V Northern Wave
	 	Trico Shipping AS	 	9255141	 	Norwegian
	 	 	 
	 	 	 	 	 	 
	11.	 	M/V Trico Sabre
	 	Trico Subsea AS	 	8001643	 	Bahamian
	 	 	 
	 	 	 	 	 	 
	12.	 	M/V Trico Star
	 	Trico Subsea AS	 	8001715	 	Bahamian
	 	 	 
	 	 	 	 	 	 
	13.	 	M/V Arbol Grande
	 	DeepOcean Shipping III	 	9264867	 	Spain








 




			
	1	 	Secondary British registration.
	 
	2	 	Secondary Brazil registration.




 









 










SCHEDULE XII




Required Insurance




     (a) The Shipowner, at its own expense, or with respect to part (a)(iii) of the Insurance
Provisions the Mortgagee at the expense of the Shipowner, will keep the Vessel insured with
insurers and protection and indemnity clubs or associations of internationally recognized
responsibility, and placed in such markets, on such terms and conditions, and through brokers, in
each case reasonably satisfactory to the Mortgagee and under forms of policies approved by the
Mortgagee against the risks indicated below and such other risks as the Mortgagee may specify from
time to time:




     (i) Marine and war risk, including London Blocking and Trapping Addendum and Lost
Vessel Clause, hull and machinery insurance on an agreed value in an amount in U.S. dollars
equal to, except as otherwise approved or required in writing by the Mortgagee, the greater
of (x) the then full commercial value of the Vessel and (y) an amount which, when aggregated
with such insured value of the other Mortgaged Vessels (if the other Mortgaged Vessels are
then subject to a mortgage in favor of the Mortgagee under the Credit Agreement, and have
not suffered an Event of Loss), is equal to 110% of the then current Total Commitment.




     (ii) Marine and war risk protection and indemnity insurance or equivalent insurance
(including coverage against liability for passengers, fines and penalties arising out of the
operation of the Vessel, insurance against liability arising out of pollution, spillage or
leakage, and workmen’s compensation or longshoremen’s and harbor workers’ insurance as shall
be required by applicable law) in such amounts approved by the Mortgagee; provided, however
that insurance against liability under law or international convention arising out of
pollution, spillage or leakage shall be in an amount not less than the greater of:




     (y) the maximum amount available of $1,000,000,000, as that amount may from
time to time change, from the International Group of Protection and Indemnity
Associations or alternatively such sources of pollution, spillage or leakage
coverage as are commercially available in any absence of such coverage by the
International Group as shall be carried by prudent shipowners for similar vessels
engaged in similar trades plus amounts available from customary excess insurers of
such risks as excess amounts shall be carried by prudent shipowners for similar
vessels engaged in similar trades; and




(z) the amounts required by the laws or regulations of the United
States of America or any applicable jurisdiction in which the Vessel may be
trading from time to time.




     (iii) Mortgagee’s interest insurance (including extended mortgagee interest additional
perils-pollution) coverage satisfactory to the Mortgagee in an amount which, when aggregated
with such insured value of the other Mortgaged Vessels (if the other Mortgaged Vessels are
then subject to a mortgage in favor of the Mortgagee under the



 









 






Credit Agreement, and have not suffered an Event of Loss), is equal to 110% of the then
applicable Total Commitment; all such mortgagee’s interest insurance cover shall in the
Mortgagee’s discretion be obtained directly by the Mortgagee and the Shipowner shall on
demand pay all costs of such cover.




     (iv) While the Vessel is idle or laid up, at the option of the Shipowner and in lieu of
the above-mentioned marine and war risk hull insurance, port risk insurance insuring the
Vessel against the usual risks encountered by like vessels under similar circumstances.



     (b) The marine and commercial war-risk insurance required by the Insurance Provisions shall
have deductibles and franchises no higher than the following: (i) Hull and Machinery — U.S.
$115,000 for all hull claims and U.S. $150,000 for all machinery claims each accident or occurrence
and (ii) Protection and Indemnity — U.S. $50,000 for cargo claims, U.S. $35,000 for crew claims,
U.S. $10,000 passenger claims and U.S. $15,000 all other claims, in each case each accident or
occurrence.



     All insurance maintained hereunder shall be primary insurance without right of contribution
against any other insurance maintained by the Mortgagee. Each policy of marine and war risk hull
and machinery insurance with respect to the Vessel shall provide that the Mortgagee shall be a
named insured and a loss payee. Each entry in a marine and war risk protection indemnity club with
respect to the Vessel shall note the interest of the Mortgagee. The Mortgagee and its successors
and assigns shall not be responsible for any premiums, club calls, assessments or any other
obligations or for the representations and warranties made therein by the Shipowner or any other
person.



     (c) The Shipowner will furnish the Mortgagee from time to time on request, and in any event at
least annually, a detailed report signed by a firm of marine insurance brokers acceptable to the
Mortgagee with respect to P & I entry, the hull and machinery and war risk insurance carried and
maintained on the Vessel, together with their opinion as to the adequacy thereof and its compliance
with the provisions of this Mortgage. At the Shipowner’s expense the Shipowner will cause such
insurance broker and the P & I club or association providing P & I insurance referred to in part
(a)(ii) of the Insurance Provisions, to agree to advise the Mortgagee by telex or telecopier
confirmed by letter of any expiration, termination, alteration or cancellation of any policy, any
default in the payment of any premium and of any other act or omission on the part of the Shipowner
of which it has knowledge and which might invalidate or render unenforceable, in whole or in part,
any insurance on the Vessel, and to provide an opportunity of paying any such unpaid premium or
call, such right being exercisable by the Mortgagee on a vessel by vessel and not on a fleet basis.
In addition, the Shipowner shall promptly provide the Mortgagee with any information which the
Mortgagee reasonably requests for the purpose of obtaining or preparing any report from an
independent marine insurance consultant as to the adequacy of the insurances effected or proposed
to be effected in accordance with this Mortgage as of the date hereof or in connection with any
renewal thereof, and the Shipowner shall upon demand indemnify the Mortgagee in respect of all
reasonable fees and other expenses incurred by or for the account of the Mortgagee in connection
with any such report; provided the Mortgagee shall be entitled to such indemnity only for one such
report during any period of twelve months.



 









 





     The underwriters or brokers shall furnish the Mortgagee with a letter or letters of
undertaking to the effect that:




     (i) they will hold the instruments of insurance, and the benefit of the insurances
thereunder, to the order of the Mortgagee in accordance with the terms of the loss payable
clause referred to in the relevant Assignment of Insurances for the
Vessel; and




     (ii) they will have endorsed on each and every policy as and when the same is issued
the loss payable clause and the notice of assignment referred to in the relevant Assignment
of Insurances for the Vessel; and




     (iii) they will not set off against any sum recoverable in respect of a claim against
the Vessel under the said underwriters or brokers or any other person in respect of any
other vessel nor cancel the said insurances by reason of non-payment of such premiums or
other amounts.



     All policies of insurance required hereby shall provide for not less than 14 days prior
written notice to be received by the Mortgagee of the termination or cancellation of the insurance
evidenced thereby. All policies of insurance maintained pursuant to these Insurance Provisions for
risks covered by insurance other than that provided by a P & I Club shall contain provisions
waiving underwriters’ rights of subrogation thereunder against any assured named in such policy and
any assignee of said assured. The Shipowner has assigned to the Mortgagee its rights under any
policies of insurance in respect of the Vessel. The Shipowner agrees that, unless the insurances by
their terms provide that they cannot cease (by reason of nonrenewal or otherwise) without the
Mortgagee being informed and having the right to continue the insurance by paying any premiums not
paid by the Shipowner, receipts showing payment of premiums for required insurance and also of
demands from the Vessel’s P & I underwriters shall be in the hands of the Mortgagee at least two
(2) days before the risk in question commences.



     (d) Unless the Mortgagee shall otherwise agree, all amounts of whatsoever nature payable under
any insurance must be payable to the Mortgagee for distribution first to itself and thereafter to
the Shipowner or others as their interests may appear. Nevertheless, until otherwise required by
the Mortgagee by notice to the underwriters upon the occurrence and continuance of an Event of
Default, (i) amounts payable under any insurance on the Vessel with respect to protection and
indemnity risks may be paid directly to the Shipowner to reimburse it for any loss, damage or
expense incurred by it and covered by such insurance or to the person to whom any liability covered
by such insurance has been incurred, and (ii) amounts payable under any insurance with respect to
the Vessel involving any damage to the Vessel, may be paid by underwriters directly for the repair,
salvage or other charges involved or, if the Shipowner shall have first fully repaired the damage
or paid all of the salvage or other charges, may be paid to the Shipowner as reimbursement
therefor; provided, however, that if such amounts (including any franchise or deductible) are in
excess of U.S. $1,000,000, the underwriters shall not make such payment without first obtaining the
written consent thereto of the Mortgagee.



 









 





     (e) All amounts paid to the Mortgagee in respect of any insurance on the Vessel shall be
disposed of as follows (after deduction of the expenses of the Mortgagee in collecting such
amounts):




     (i) any amount which might have been paid at the time, in accordance with the
provisions of paragraph (d) above, directly to the Shipowner or others shall be paid by the
Mortgagee to, or as directed by, the Shipowner;




     (ii) all amounts paid to the Mortgagee in respect of an Event of Loss of the Vessel
shall be applied by the Mortgagee to the payment of the Indebtedness hereby secured pursuant
to Section 4.02(a) of the Credit Agreement;




     (iii) all other amounts paid to the Mortgagee in respect of any insurance on the Vessel
may, in the Mortgagee’s sole discretion, be held and applied to the prepayment of the
Indebtedness hereby secured or to making of needed repairs or other work on the Vessel, or
to the payment of other claims incurred by the Shipowner relating to the Vessel, or may be
paid to the Shipowner or whosoever may be entitled thereto.



     (f) In the event that any claim or lien is asserted against the Vessel for loss, damage or
expense which is covered by insurance required hereunder and it is necessary for the Shipowner to
obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel
from arrest on account of such claim or lien, the Mortgagee, on request of the Shipowner, may, in
the sole discretion of the Mortgagee, assign to any person, firm or corporation executing a surety
or guarantee bond or other agreement to save or release the Vessel from such arrest, all right,
title and interest of the Mortgagee in and to said insurance covering said loss, damage or expense,
as collateral security to indemnify against liability under said bond or other agreement.



     (g) The Shipowner shall deliver to the Mortgagee copies and, whenever so requested by the
Mortgagee, the originals of all certificates of entry, cover notes, binders, evidences of insurance
and policies and all endorsements and riders amendatory thereof in respect of insurance maintained
under this Vessel Mortgage for the purpose of inspection or safekeeping, or, alternatively,
satisfactory letters of undertaking from the broker holding the same. The Mortgagee shall be under
no duty or obligation to verify the adequacy or existence of any such insurance or any such
policies, endorsement or riders.



     (h) The Shipowner agrees that it will not execute or permit or willingly allow to be done any
act by which any insurance may be suspended, impaired or cancelled, and that it will not permit or
allow the Vessel to undertake any voyage or run any risk or transport any cargo which may not be
permitted by the policies in force, without having previously notified the Mortgagee in writing and
insured the Vessel by additional coverage to extend to such voyages, risks, passengers or cargoes.



     (i) In case any underwriter proposes to pay less on any claim than the amount thereof, the
Shipowner shall forthwith inform the Mortgagee, and if an Event of Default has occurred and is
continuing, the Mortgagee shall have the exclusive right to negotiate and agree to any compromise.



 









 





     (j) The Shipowner will comply with and satisfy all of the provisions of any applicable law,
convention, regulation, proclamation or order concerning financial responsibility for liabilities
imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or
political subdivision thereof and will maintain all certificates or other evidence of financial
responsibility as may be required by any such law, convention, regulation, proclamation or order
with respect to the trade in which the Vessel is from time to time engaged and the cargo carried by
it except where its failure to comply with the foregoing could not, individually or in the
aggregate, be expected to have a Material Adverse Effect.




 









 








SCHEDULE XIII




POST–EFFECTIVE DATE DELIVERABLES





	1.	 	On or before September 22, 2010, copies of the following documents reasonably satisfactory in
form and substance to the Administrative Agent and addressed to the Administrative Agent and
each of the Lenders:






	 	a.	 	A favorable opinion of Mackinnons, English counsel to each Credit
Party;
	 
	 	b.	 	A favorable opinion of Cains, Isle of Man maritime counsel to each
Credit Party covering the vessel Deep Endeavour;
	 
	 	c.	 	A favorable opinion of Cains, Isle of Man maritime counsel to each
Credit Party covering the vessel Atlantic Challenger; and
	 
	 	d.	 	a favorable opinion of Seward & Kissel LLP, Vanuatu maritime counsel to
each Credit Party.






	2.	 	On or before September 22, 2010, copies of the following documents reasonably satisfactory in
form and substance to the Administrative Agent and the Required Lenders:






	 	a.	 	Mortgage, between Trico Shipping AS and Wilmington Trust FSB, on
Northern Queen;
	 
	 	b.	 	Mortgage, between Deep Ocean Shipping AS and Wilmington Trust FSB, on
Northern Supporter;
	 
	 	c.	 	Mortgage, between Deep Ocean Shipping AS and Wilmington Trust FSB, on
Atlantic Challenger;
	 
	 	d.	 	Deed of Covenants, between Deep Ocean Shipping AS and Wilmington Trust
FSB, on Atlantic Challenger;
	 
	 	e.	 	Mortgage, between DeepOcean Shipping II AS and Wilmington Trust FSB, on
Deep Endeavour;
	 
	 	f.	 	Deed of Covenants, between Deep Ocean Shipping II AS and Wilmington
Trust FSB, on Deep Endeavour;
	 
	 	g.	 	Amendment No. 2 to First Preferred Mortgage on Northern Princess.






	3.	 	On or before September 24, 2010, copies of documents necessary to provide the Mortgagee’s
interest insurance coverage referenced in section (a)(iii) of Schedule XII Required Insurance
to the Agreement, subject to extension by the Administrative Agent in its sole discretion.
	 
	4.	 	On or before October 20, 2010, copies of the following documents reasonably satisfactory in
form and substance to the Administrative Agent and addressed to the Administrative




 









 












Agent and each of the Lenders, subject to extension by the Administrative Agent in its sole
discretion:




	 	a.	 	A favorable opinion of TozziniFreire Advogados, Brazilian counsel to
each Credit Party; and
	 
	 	b.	 	A favorable opinion of Nauta Dutilh, Dutch counsel to each Credit
Party.






	5.	 	On or before October 20, 2010, copies of the following documents reasonably satisfactory in
form and substance to the Required Lenders, each of which shall have become effective in
accordance with their terms, subject to extension by the Administrative Agent in its sole
discretion:






	 	a.	 	Deed of Undisclosed Pledge of Receivables between DeepOcean B.V., as
Pledgor, and Wilmington Trust, FSB, as Collateral Agent;
	 
	 	b.	 	Deed of Disclosed Pledge of Bank Accounts between DeepOcean B.V., as
Pledgor, and Wilmington Trust, FSB, as Collateral Agent;
	 
	 	c.	 	Deed of Third Ranking Pledge of Registered Shares;
	 
	 	d.	 	Power of Attorney of DeepOcean B.V.;
	 
	 	e.	 	Power of Attorney of Wilmington Trust, FSB;
	 
	 	f.	 	Irrevocable Power of Attorney of DeepOcean Maritime AS; and
	 
	 	g.	 	Such Security Documents as the Collateral Agent or the Administrative
Agent deem reasonably necessary or desirable to give the Collateral Agent for the
benefit of the Lenders, a perfected security interest on the Collateral located in
Brazil.






	6.	 	No later than thirty (30) days after a request from the Required Lenders, copies of the
following documents:






	 	a.	 	A favorable opinion of Uria Menendez, Spanish maritime counsel to each
Credit Party, reasonably satisfactory in form and substance to the Administrative
Agent and addressed to the Administrative Agent and each of the Lenders, subject to
extension by the Administrative Agent in its sole discretion; and
	 
	 	b.	 	Such Security Documents as the Collateral Agent or the Administrative
Agent deem reasonably necessary or desirable to give the Collateral Agent for the
benefit of the Lenders, a perfected security interest on the Collateral located in
Spain.




 









 











SCHEDULE XIV




EXISTING INVESTMENTS



Equity Interests in Trico Subsea Cayman, Ltd., CTC Marine SDN BHD and DeepOcean Subsea Services
Hong Kong Ltd.




 









 





SCHEDULE XV




LITIGATION





	1.	 	Tebma dispute. Trico Subsea AS and the Tebma shipyard in India (“Tebma”) are currently
in a contractual dispute with regard to whether the construction contracts for six vessels
remain in effect, and if not, by whom and for what reason the contracts were cancelled; and
whether or not Trico Subsea AS has the right to call on refund guarantees issued under the
contracts. Trico Subsea AS has taken action to cancel the construction contracts on four
of the six vessels, and has submitted draw requests to the institutions which issued the
refund guarantees. Tebma has taken action to cancel all six construction contracts, and
has taken action in Indian court to restrain Trico Subsea AS and the institutions from
acting in respect of the refund guarantees. Trico Subsea AS is in discussion with Tebma to
resolve this dispute.
	 
	2.	 	Litigation that may arise from the Parent Bankruptcy Case. On August 25, 2010, Trico
Marine Services, Inc. and certain of its subsidiaries filed a bankruptcy case under Title
11 of the Bankruptcy Code in Delaware. Any future litigation arising from those
proceedings could involve some or all of the Credit Parties.