exv10w1






Exhibit 10.1




Execution Copy




FIFTH AMENDMENT TO CREDIT AGREEMENT

AND FORBEARANCE AGREEMENT




          THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (referred to below) (this
“Fifth Amendment”), dated as of September 21, 2010, by and among TRICO MARINE CAYMAN, L.P.,
a limited partnership organized under the laws of the Cayman Islands (“Trico Cayman”),
TRICO HOLDCO LLC, a Delaware limited liability company and the general partner of Trico Cayman
(“Trico Holdco”), TRICO SUPPLY AS, a limited company organized under the laws of Norway
(“Holdings”, and together with Trico Cayman and Trico Holdco, the “Holdco
Guarantors”), the Subsidiary Guarantors listed on Schedule IX to the Credit Agreement
(as defined below) (the “Subsidiary Guarantors”), TRICO SHIPPING AS, a limited company
organized under the laws of Norway and a wholly-owned Subsidiary of Holdings (the
“Borrower”), the Lenders (as defined below) party hereto and NORDEA BANK FINLAND PLC, NEW
YORK BRANCH (“Nordea”), as Administrative Agent (in such capacity, the “Administrative
Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit Agreement referred to
below.




W I T N E S S E T H:




          WHEREAS, the Borrower, the Holdco Guarantors, the Subsidiary Guarantors, the lenders from time
to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and the
Administrative Agent are parties to a Credit Agreement, dated as of October 30, 2009 (as amended by
that certain First Amendment and Waiver to Credit Agreement dated as of March 15, 2010, that
certain Second Amendment to Credit Agreement and Forbearance Agreement (the “Second
Amendment”) dated as of June 17, 2010, that certain Third Amendment to Credit Agreement and
Forbearance Agreement (the “Third Amendment”) dated as of June 29, 2010 and that certain
Fourth Amendment to Credit Agreement (the “Fourth Amendment”) dated as of July 23, 2010,
the “Credit Agreement”); and




          WHEREAS, the Borrower has notified the Administrative Agent and the Lenders that it desires to
enter into a priority credit agreement among the Borrower, Holdings, certain subsidiary guarantors,
certain lender parties thereto (the “Priority Facility Lenders”) and Cantor Fitzgerald
Securities, as administrative agent (the “Priority Agent”), for a term loan facility of up
to $22,000,000 to be funded by the Priority Facility Lenders (the “Priority Credit
Facility”); and




          WHEREAS, the Credit Parties have requested that the Lenders to (i) amend the forbearance
contained in the Third Amendment to include those certain Events of Default specified in Schedule I
hereto which have occurred under the Credit Agreement and (ii) amend certain provisions of the
Credit Agreement to permit the Borrower and the applicable Credit Parties to enter into the
Priority Credit Facility; and




          NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and
for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Credit Parties and the Lenders party hereto hereby agree as follows:







 









 








ARTICLE I




AMENDMENTS TO CREDIT AGREEMENT



     Section 1.01. Modified Definitions. Section 1 of the Credit Agreement is hereby
amended to amend and restate the following definitions in their entirety to read as follows:




     ““Asset Sale” shall have the meaning provided in the Senior Notes
Indenture as in effect on the Fifth Amendment 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).”




     ““Collateral Agency and Intercreditor Agreement” shall mean that
certain Amended and Restated Collateral Agency and Intercreditor Agreement, dated as
of September 21, 2010, among the Collateral Agent, the Trustee (as defined therein),
the Administrative Agent, the Priority Agent, the Borrower and the Guarantors, as
amended, modified or restated from time to time.”




     ““Event of Loss” shall have the meaning provided in the Senior Notes
Indenture as in effect on the Fifth Amendment 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).”




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




     “Noteholder Forbearance” shall mean that certain First Supplemental
Indenture, dated as of June 17, 2010, to the Senior Notes Indenture, by and among
the Borrower, the guarantors named therein and Deutsche Bank National Trust Company
(successor trustee to Wells Fargo Bank, N.A.), as trustee (as in effect on the Fifth
Amendment Effective Date and without giving effect to any amendment, modification,
supplement or waiver thereto).”




     ““Permitted Collateral Liens” shall have the meaning provided in the
Senior Notes Indenture (as in effect on the Fifth Amendment Effective Date and
without giving effect to any further amendment, modification, supplement or waiver
thereto); provided that the Indebtedness secured thereby is permitted
hereunder.”




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



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          Section 1.02.
New Definitions. Section 1 of the Credit Agreement is amended
to add the following defined terms in the proper alphabetical order therefor:





     ““Fifth Amendment” shall mean the Fifth Amendment to Credit Agreement
and to Forbearance Agreement dated as of September 21, 2010.”




     ““Fifth Amendment Effective Date” shall have the meaning provided to
such term in the Fifth Amendment.”




     ““Priority Credit Agreement” shall mean that certain Priority Credit
Agreement date as of September 21, 2010, among Borrower, Holdings, the subsidiary
guarantors party thereto, the lenders party thereto from time to time and Cantor
Fitzgerald Securities, as administrative agent, pursuant to which the Borrower can
incur (i) up to $22,000,000 of principal amount of Loans and (ii) all other
obligations (other than principal) in respect thereof (as in effect on the Fifth
Amendment Effective Date and without giving effect to any further amendment,
modification, supplement or waiver thereto other than as permitted under Section
10.11).”




     ““Second Supplemental Indenture” shall mean that certain Second
Supplemental Indenture date as of September 21, 2010, among Borrower, the guarantors
party thereto and Deutsche Bank National Trust Company, as trustee.”



          Section 1.03. Amendment to Section 2.07(d). Section 2.07(d) of the Credit Agreement
is hereby amended to amend and restate the whole section in its entirety to read as follows:





     “(d) Accrued (and theretofore unpaid) interest in respect of Revolving 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. 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.”



          Section 1.04. Amendment to Section 4.03(b). Section 4.03(b) of the Credit Agreement
is hereby amended to amend and restate the whole table in its entirety to read as follows:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of Total Revolving
	 	 	 	 	 	 	Commitment to be reduced on the
	 	 	 	 	 	 	relevant Scheduled Commitment
	 	 	 	 	Scheduled Commitment Reduction Date	 	Reduction Date
	 	1	 	 	January 1, 2011
	 	$	2,180,616.74	 
	 	 	 	 	 
	 	 	 	 
	 	2	 	 	April 1, 2011
	 	$	2,180,616.74	 






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	 	 	 	 	 	 	Amount of Total Revolving
	 	 	 	 	 	 	Commitment to be reduced on the
	 	 	 	 	 	 	relevant Scheduled Commitment
	 	 	 	 	Scheduled Commitment Reduction Date	 	Reduction Date
	 	3	 	 	July 1, 2011
	 	$	2,180,616.74	 
	 	 	 	 	 
	 	 	 	 
	 	4	 	 	October 1, 2011
	 	$	2,180,616.74	 
	 	 	 	 	 
	 	 	 	 
	 	5	 	 	The Revolving Loan Maturity Date
	 	The amount required to reduce the 
Total Revolving Loan Commitments to zero






          Section 1.05. Amendment to Section 9.01. Section 9.01 of the Credit Agreement is
hereby amended to add the following new clauses (k), (l), (m) and (n):





     “(k) Monthly Financial Statements. So long as the Priority Credit
Agreement is outstanding, 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(d), 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.




     (l) Cash Flow Forecast/Budget Update. So long as the Priority Credit
Agreement is outstanding, 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 (as defined in the Priority
Credit Agreement).




     (m) Information Provided to Other Creditors. So long as the Priority
Credit Agreement is outstanding, at any time provided to the holders of the Senior



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Notes, the Senior Notes Trustee or the agent or lenders under the Priority
Credit Agreement, any written financial information about the Credit Parties.




          (n)
Restructuring Plan. No later than October 31, 2010, as copy of a draft restructuring plan.”


          Section 1.06. Amendment to Section 9. Section 9 of the Credit Agreement is hereby amended to
add a new Section 9.15 to read as follows:





“Section 9.15 Delivery of Opinions. Contemporaneously with the
delivery to Priority Agent of any opinion regarding any of the Security
Documents, Borrower shall cause (or, with respect to any opinion delivered
by foreign (non-US) counsel, shall use best efforts to cause) to be
delivered to Agent and Lenders opinions with respect to such Security
Documents, including without limitation, the perfection and priority of
the security interests and other interests granted therein, to the extent
similar opinions are provided to the Priority Agent or lenders under the
Priority Credit Agreement, which opinions shall be satisfactory to
Required Term Lenders.”



          Section 1.07. Amendment to Section 10.01. Section 10.01 of the Credit Agreement is
hereby amended to amend and restate the whole section in its entirety to read as follows:





     “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. Any Lien securing the Senior Notes shall
also secure the Obligations on a pari passu basis, and any Lien securing the
Priority Credit Agreement shall also secure the Obligations and be subject to the
provisions of the Collateral and Intercreditor Agreement.”



          Section 1.08. Amendment to Section 10.02. Section 10.02 of the Credit Agreement is
hereby amended to amend and restate clauses (b) and (c) in their entirety to read as follows:





     “(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 (i) Sections 4.10 and 4.11, as applicable, of the Senior Notes
Indenture (as in effect on the Fifth Amendment Effective Date and without giving
effect to any further amendment, modification, supplement or waiver thereto) and
(ii) the Collateral Agency and Intercreditor Agreement, (y) the requirements of such
Sections and with Section 4.24 of the Senior Notes Indenture (as so in effect) with
respect to thereto are fully complied with.




     (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 Fifth Amendment Effective Date and
without giving effect to any amendment, modification, supplement or waiver thereto)
unless (x) the provisions of Section 4.10 of the



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Senior Notes Indenture (as in effect) with respect thereto are fully complied
with and (y) is permitted under the Collateral Agency and Intercreditor Agreement.”



          Section 1.09. Amendment to Section 10.03. Section 10.03 of the Credit Agreement is
hereby amended to add the following new clause:





     “(v) the Borrower and its Subsidiaries may make payments in cash to or
on behalf of Parent, Trico Cayman, Trico Holdco and Holdings that do not
violate the terms of, or result in a default under, the Priority Credit
Agreement. Notwithstanding anything to the contrary set forth in this
Agreement, the Borrower and its Subsidiaries shall not make payments to or
on behalf of the Parent, Trico Cayman, Trico Holdings and Holdings (whether
in the form of Dividends or the repayment of Intercompany Debt), except that
they may pay (x) up to $3,000,000 in such payments in the fourth quarter of
the 2010 calendar year and (y) up to $3,000,000 in such payments in the
first quarter of the 2011 calendar year, in each case so long as such
payments do not violate the terms of, or result in a default under, the
Priority Credit Agreement, including the Approved Budget (as defined
therein).”



          Section 1.10. Amendment to Section 10.04. Section 10.04 of the Credit Agreement is
hereby amended to add the following two new clauses:





     “(xv) Indebtedness of the Borrower and the Guarantors pursuant the Priority
Credit Agreement provided that the principal amount of loans in respect thereof
shall not exceed $22,000,000 less any repayments thereof; and




     (xvi) Letters of credit in a stated amount not to exceed $10,000,000 minus the
stated amount of Letters of Credit then outstanding under this Agreement.”



          Section 1.11. Amendment to Section 10.08. Section 10.08 of the Credit Agreement is
hereby amended to amend and restate clause (ii) in its entirety to read as follows:





     “(ii) this Agreement and the other Credit Documents, the Parent Credit
Agreement, the Senior Notes Documents, the Priority Credit Agreement and the
Existing Intercompany Indebtedness,”



          Section 1.12. Amendment to Section 10.11. Section 10.11 of the Credit Agreement is
hereby amended to add the following new clause (c):





     “(c) 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 Priority
Credit Agreement and any documentation related Priority Credit Agreement, except as
permitted under the Collateral Agency and Intercreditor Agreement.”



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          Section 1.13. Amendment to Section 10.13. Section 10.13 of the Credit Agreement is
hereby amended to amend and restate the whole section in its entirety to read as follows:





     “Section 10.13. Minimum Cash. During the Forbearance Period,
commencing with the fiscal month ending October 31, 2010, Holdings, the Borrower and
the Subsidiary Guarantors, on a consolidated basis, shall maintain as of the end of
each fiscal month, cash and Cash Equivalents (in each case, free of Liens other than
those in favor of the Collateral Agent) (“Liquidity”) of not less than $20,000,000;
provided, however, that in lieu of the foregoing, solely for the months of February
and March 2011, unless prior to the end of either such month the
Borrower shall have
received $12,870,000 or more of the anticipated refunds relating to the termination
of the Existing Option Construction Contracts, Liquidity may be not less than $15
million. The Borrower shall deliver to the Administrative Agent an Officer’s Certificate, in the
form attached hereto as Exhibit C, and a detailed computation of its Liquidity no
later than the 10th calendar day following the end of each fiscal month.”



          Section 1.14. Amendment to Section 14.01. Section 14.01 of the Credit Agreement is
hereby amended to amend and restate the sentence before the phrase “(including, without limitation,
in connection with the removal of the Administrative Agent pursuant to Section 12.11)” as
follows:





     “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 White & Case LLP and the Administrative Agent’s local maritime
counsel and the Administrative Agent’s consultants) and the Required Term Lenders
(including, without limitation, the reasonable fees and disbursements of Latham &
Watkins LLP and the Required Term Lender’s local maritime counsel and the Required
Term Lender’s consultants), in each case, in connection with the preparation,
execution and delivery of this Agreement, the other Credit Documents, the Priority
Credit Agreement, other Credit Documents (as defined under the Priority Credit
Agreement) and the documents and instruments referred to herein and therein and any
amendment, waiver, assignment or consent relating hereto or thereto”



ARTICLE II




AMENDMENTS TO FORBEARANCE AGREEMENT



          Section 2.01. Additional Specified Events of Default. For purposes of the forbearance
contained in the Third Amendment, the Lenders hereby agree that the definition of “Specified Events
of Default” shall be modified to include the Events of Default set forth on Schedule I hereto in
addition the Specified Events of Default identified in the Third Amendment. The Borrower
acknowledges and agrees that the Specified Events of Default remain in effect.





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          Section 2.02. Additional Forbearance Termination Event. For purposes of the
forbearance contained in the Third Amendment, the parties hereto hereby agree that Article II
contained in the Third Amendment shall be modified to include a new clause (iv) as follows:





     “(iv) the failure of the Borrower to draw on the Total Tranche B Term Loan
Commitments (as defined under the Priority Credit Agreement) in the amount of
$7,000,000 under the Priority Credit Facility by October 31, 2010.”



          Section 2.03. Forbearance Agreement Continues. Except as specifically modified by
Sections 2.01 and 2.02, the provisions of the forbearance contained in the Third Amendment remain
in full force and effect.




ARTICLE III



          Section 3.01. Termination of Total Unutilized Revolving Commitment, Outstanding Tranche A
Term Loan Commitment and Total Tranche B Term Loan Commitment. Pursuant to Section 4.02 of the
Credit Agreement, the Borrower hereby terminates (i) the Total Unutilized Revolving Commitment, so
that the amount of the Total Unutilized Revolving Commitment shall be zero, (ii) the outstanding
amount of the Total Tranche A Term Loan Commitment, so that the amount of the Total Tranche A Term
Loan Commitment shall be zero and (iii) the Total Tranche B Term Loan Commitment, so that the
amount of the Total Tranche B Term Loan Commitment shall be zero; provided that, the
parties hereto hereby agree that, upon the mutual agreement between the Borrower and the Term
Lenders, the Total Term Commitments may be increased up to the level of the Total Term Commitments
prior to giving effect to this Fifth Amendment. The undersigned Lenders hereby waive the
requirement in such Section 4.02 that such termination shall require at least three Business Day’s
notice, and consent to the termination of the Total Unutilized Revolving Commitment, the Total
Tranche A Term Loan Commitment and the Total Tranche B Term Loan Commitment as set forth herein.




          Section 3.02. No Additional Notice of Borrowing and Letter of Credit Request. The
Borrower hereby agrees that it shall not deliver any additional (i) Notice of Borrowing under the
Credit Agreement and (ii) Letter of Credit Request under the Letter of Credit facility.




ARTICLE IV



REAFFIRMATION



          Section 4.01. The Parent and each Credit Party hereby acknowledges and agrees that it expects
to realize substantial direct and indirect benefits as a result of the transactions contemplated by
this Fifth Amendment.




          Section 4.02. The Parent and each Credit Party hereby acknowledges its receipt of this Fifth
Amendment and its review of the terms and conditions thereof and consents to the terms and
conditions of this Fifth Amendment contemplated hereby and thereby.




          Section 4.03. The Parent and each Credit Party, by executing and delivering a copy hereof,
hereby (i) affirms and confirms its guarantee, pledge, grant and other agreements under and
pursuant to the applicable Guaranty and the Security Documents (including, without





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limitation, any such Security Documents governed by the laws of New York, Brazil, Cayman,
Island of Guernsey, Mexico, Netherlands, Norway, Scotland, Bahamas, Isle of Man, Vanuatu and
England and Wales) in accordance with the terms and provisions thereof and (ii) agrees that,
notwithstanding the effectiveness of this Fifth Amendment, (x) each such Guaranty and Security
Document continues to be in full force and effect and (y) all guarantees, pledges, grants and other
agreements thereunder shall continue to be in full force and effect without interruption to secure
the Secured Obligations (including, for the avoidance of doubt, the Revolving Loans and Term Loans
made by the Lenders from and after the date hereof and all other obligations under the Credit
Documents as each such Credit Document may be amended on the date hereof and as it may be further
amended, restated, modified or supplemented from time to time), in each case, as such agreements
and other documents are being amended hereby or in connection herewith. The confirmation and
acknowledgements of Parent, Trico Cayman and Trico Holdco in this Section 4.03 shall not grant
additional claims, rights, or interests against Parent, Trico Cayman and Trico Holdco, such claims,
rights and interests existing as they did on August 25, 2010.




ARTICLE V



MISCELLANEOUS PROVISIONS



          Section 5.01. In order to induce the Lenders to enter into this Fifth Amendment, each of
Holdings and the Borrower hereby represent and warrant that other than the Specified Events of
Default, (i) no Default or Event of Default exists as of the Fifth Amendment Effective Date after
giving effect to this Fifth Amendment and (ii) all of the representations and warranties contained
in the Credit Agreement (other than the representation contained in Section 8.05(b),
Section 8.05(e) and Section 8.06 of the Credit Agreement, and any representation or
warranty which has been rendered untrue as a result of the Specified Events of Default) are true
and correct in all material respects on the Fifth Amendment Effective Date both before and after
giving effect to this Fifth Amendment, with the same effect as though such representations and
warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that
any representation or warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).




          Section 5.02. This Fifth Amendment is limited as specified and shall not constitute a
modification, acceptance, consent to deviation from or waiver of any other provision of the Credit
Agreement or any other Credit Document.




          Section 5.03. This Fifth Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent. Delivery of an executed signature page to this Fifth Amendment by facsimile
transmission, as a .pdf attachment or by other electronic means of transmission shall be as
effective as delivery of a manually signed counterpart of this Fifth Amendment.




          Section 5.04. THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN






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ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND SHALL BE SUBJECT TO THE
WAIVER OF JURY TRIAL AND NOTICE PROVISIONS IN THE CREDIT AGREEMENT.




          Section 5.05. This Fifth Amendment shall become effective on the date (the “Fifth
Amendment Effective Date”) when each of the following conditions shall have been satisfied:





     (ii) the Second Supplemental Indenture, a copy of which was attached to hereto as
Exhibit A, shall have been fully executed and delivered and all conditions precedent to the
effectiveness thereof shall have been satisfied and the Second Supplemental Indenture and
shall be in full force and effect;




     (iii) the Borrower shall have paid all fees, costs, interest and expenses (including
legal fees, commitment fees, costs, interest and expenses and recording taxes and fees) of
the Lenders and the Administrative Agent in full accrued to date (including, without
limitation, all fees and expenses accrued pursuant to Section 14.01 of the Credit Agreement)
and incurred in connection with the transactions contemplated herein and;




     (iv) the Lenders hereto shall have received a consent fee in the amount equal to 0.25%
of the outstanding principal amount of their Term Loans, Revolving Loans and Letters of
Credit Outstandings, as applicable;




     (v) Borrower shall have (i) repaid the Revolving Loans in an amount equal to at least
$1,090,000 and (ii) terminated outstanding Letters of Credit and provided evidence thereof
in a stated amount equal to no greater than $1,090,000; provided that the aggregate of
clauses (i) and (ii) shall equal an amount no less than $2,186,616.74;




     (vi) each Credit Party, the Required Revolving Lenders and the Required Term Lenders
shall have signed a counterpart hereof (whether the same or different counterparts) and
delivered the same (including by way of facsimile or other electronic transmission) to White
& Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip-Daniels
(facsimile number: 212-354-8113 / email: myip@whitecase.com);




     (vii) the due execution and delivery of the Priority Credit Agreement, which shall be
the form of the Execution Copy delivered to the Required Revolving Lenders and the Required
Term Lenders;




     (viii) the consummation of the transactions contemplated herein and in the Priority
Credit Agreement shall not have resulted in any material conflict with, or any material
default under, any material agreement of Holdings or any Subsidiary thereof;




     (ix) the due execution and delivery of the Collateral Agency and Intercreditor
Agreement, which shall be the form of the Execution Copy delivered to the Required Revolving
Lenders and the Required Term Lenders; and



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     (x) the due execution and delivery of that certain Third Amendment to the Pledge
Agreement, dated as of September 21, 2010, among the grantors party thereto and Wilmington
Trust FSB, as collateral agent, which shall be the form of the Execution Copy delivered to
the Required Revolving Lenders and the Required Term Lenders.



          Section 5.06. Except for deliveries that are required pursuant to the Credit Agreement, each
of the parties hereto agree and acknowledge that notwithstanding anything to the contrary contained
herein, none of the Administrative Agent or the Borrower or any of its Subsidiaries shall have any
duty to disseminate any information or materials, or to solicit the participation, of any Lender
(or any affiliate (including funds under common management) thereof).




          Section 5.07. The Borrower and its Subsidiaries agree to indemnify and hold harmless the
Administrative Agent, the Lenders and their respective affiliates and each director, officer,
employee, representative and agent thereof (each, an “indemnified person”) from and against
any and all actions, suits, proceedings (including any investigations or inquiries), claims,
losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by
or asserted against or involve the Administrative Agent, the Lenders or any other such indemnified
person as a result of or arising out of or in any way related to or resulting from the matters
described in the foregoing paragraph and, upon demand, to pay and reimburse the Administrative
Agent, the Lenders and each other indemnified person for any reasonable legal or other
out-of-pocket expenses paid or incurred in connection with investigating, defending or preparing to
defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether
or not the Administrative Agent, the Lenders or any other such indemnified person is a party to any
action or proceeding out of which any such expenses arise).




          Section 5.08. From and after the Fifth Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended by the Fifth Amendment.




*       *      *



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



	 	 	 	 	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	TRICO MARINE CAYMAN, L.P.

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

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



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]



 









 





	 	 	 	 	 
	 	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 	 
	 



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]



 









 








	 	 	 	 	 
	 	ALBYN MARINE LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC MARINE PROJECTS LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN BRASIL SERVICOS LTDA.

 	 
	 	By:  	/s/ Tomás Salazar
 	 
	 	 	Name:  	Tomás Salazar 	 
	 	 	Title:  	Manager 	 
	 
	 	DEEPOCEAN MARITIME AS

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

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN DE MEXICO S. DE R.L. DE C.V.

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



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]



 









 






	 	 	 	 	 
	 	CTC MARINE NORWAY AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC MARINE PROJECTS (GUERNSEY) LIMITED

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SUBSEA SERVICES LIMITED

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

 	 
	 	By:  	/s/ Mads Ragnar Bårdsen
 	 
	 	 	Name:  	Mads Ragnar Bårdsen 	 
	 	 	Title:  	Director 	 
	 
	 	DEEPOCEAN UK LTD.

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



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]



 









 








	 	 	 	 	 
	 	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 Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]





 











 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



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

 	 
	 	By:  	/s/
Martin Lunder	 
	 	 	Name: 	Martin Lunder	 
	 	 	Title:  	Senior Vice President	 
	 	 	 
	 	By:  	/s/
Colleen Durkin	 
	 	 	Name:  	Colleen Durkin	 
	 	 	Title:  	First Vice President	 



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]









 









 








	 	 	 	 	 
	 	LENDER:




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

 	 
	 	By:  	/s/
Susanne Banholly	 
	 	 	Name:  	Susanne Banholly	 
	 	 	Title:  	Departmental Director	 
	 	 	 
	 	By:  	
/s/  [Illegible]	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director	 



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]












 









 








	 	 	 	 	 
	 	LENDERS:



SPECIAL VALUE CONTINUATION PARTNERS, LP



TENNENBAUM OPPORTUNITIES PARTNERS V, LP



TENNENBAUM DIP OPPORTUNITY FUND, LLC

 	 
	 	By:  	Tennenbaum Capital Partners, LLC, Investment
 
	 	 	Manager of each of the above companies 	 
	 	 	 	 
	 	By:  	
/s/ David Hollander	 
	 	 	Name:  	David Hollander	 
	 	 	Title:  	Partner	 



[Signature Page to Fifth Amendment to Credit Agreement and Forbearance Agreement]









 









 








SCHEDULE I




ADDITIONAL SPECIFIED EVENTS OF DEFAULT


1. The Borrower has failed to comply with the Minimum Cash covenant for the month ending on August
31, 2010 pursuant to Section 10.13 of the Credit Agreement.



2. The Borrower has failed to comply with the Minimum Monthly EBITDA covenant for the months
ending on July 31, 2010 and August 31, 2010 pursuant to Section 10.14 of the Credit Agreement.