EXECUTION COPY



 

$55,000,000

CREDIT AGREEMENT

among

TRICO MARINE ASSETS, INC.

and

TRICO MARINE OPERATORS, INC.,

as Borrowers,

The Several Lenders

from Time to Time Parties Hereto

and

BEAR STEARNS CORPORATE LENDING INC.,

as Administrative Agent

Dated as of February 12, 2004

 

 



BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole
Bookrunner

 

 




TABLE OF CONTENTS


Page


	
SECTION 1.

    	
DEFINITIONS   

    	
1

    
	 	 	 
	
1.1.

    	
 Defined Terms   

    	
 1 

    
	
1.2.

    	
 Other Definitional Provisions   

    	
 16 

    
	 	 	 
	
SECTION 2.

    	
AMOUNT AND TERMS OF COMMITMENTS; GENERAL PROVISIONS APPLICABLE TO
LOANS   

    	
 16 

    
	 	 	 
	
2.1.

    	
 Commitments   

    	
 16 

    
	
2.2.

    	
 Procedure for Borrowing   

    	
 17 

    
	
2.3.

    	
 Repayment of Loans   

    	
 17 

    
	
2.4.

    	
 Optional Prepayments   

    	
 17 

    
	
2.5.

    	
 Mandatory Prepayments and
Commitment Reductions   

    	
 18 

    
	
2.6.

    	
 Conversion and Continuation Options   

    	
 18 

    
	
2.7.

    	
 Limitations on Eurodollar Tranches   

    	
 19 

    
	
2.8.

    	
 Interest Rates and Payment Dates, etc   

    	
 19 

    
	
2.9.

    	
 Computation of Interest and Fees   

    	
 20 

    
	
2.10.

    	
 Inability to Determine Interest Rate   

    	
 20 

    
	
2.11.

    	
 Pro Rata Treatment and Payments   

    	
 21 

    
	
2.12.

    	
 Requirements of Law   

    	
 22 

    
	
2.13.

    	
 Taxes   

    	
 23 

    
	
2.14.

    	
 Indemnity   

    	
 25 

    
	
2.15.

    	
 Change of Lending Office   

    	
 26 

    
	
2.16.

    	
 Replacement of Lenders   

    	
 26 

    
	
2.17.

    	
 Evidence of Debt   

    	
 26 

    
	
2.18.

    	
 Illegality   

    	
 27 

    
	 	 	 
	
SECTION 3.

    	
REPRESENTATIONS AND WARRANTIES   

    	
 27 

    
	 	 	 
	
3.1.

    	
 Financial Condition   

    	
 27 

    
	
3.2.

    	
 No Change   

    	
 28 

    
	
3.3.

    	
 Corporate Existence; Compliance with Law   

    	
 28 

    
	
3.4.

    	
 Power; Authorization; Enforceable Obligations   

    	
 29 

    
	
3.5.

    	
 No Legal Bar   

    	
 29 

    
	
3.6.

    	
 Litigation   

    	
 29 

    
	
3.7.

    	
 No Default   

    	
 29 

    
	
3.8.

    	
 Ownership of Property; Liens   

    	
 30 

    
	
3.9.

    	
 Intellectual Property   

    	
 30 

    
	
3.10.

    	
 Taxes   

    	
 30 

    
	
3.11.

    	
 Federal Regulations   

    	
 30 

    
	
3.12.

    	
 Labor Matters   

    	
 30 

    
	
3.13.

    	
 ERISA   

    	
 31 

    
	
3.14.

    	
 Investment Company Act; Other Regulations   

    	
 31 

    
	
3.15.

    	
 Subsidiaries   

    	
 31 

    
	
3.16.

    	
 Use of Proceeds   

    	
 32 

    
	
3.17.

    	
 Environmental Matters   

    	
 32 

    
	
3.18.

    	
 Accuracy of Information, etc.   

    	
 33 

    
	
3.19.

    	
 Security Documents   

    	
 33 

    
	
3.20.

    	
 Solvency   

    	
 34 

    
	
3.21.

    	
 Collateral Vessels   

    	
 34 

    
	 	 	 
	
SECTION 4.

    	
CONDITIONS PRECEDENT   

    	
 34 

    
	 	 	 
	
SECTION 5.

    	
AFFIRMATIVE COVENANTS   

    	
 37 

    
	 	 	 
	
5.1.

    	
 Financial Statements   

    	
 37 

    
	
5.2.

    	
 Certificates; Other Information   

    	
 38 

    
	
5.3.

    	
 Payment of Obligations   

    	
 39 

    
	
5.4.

    	
 Maintenance of Existence; Compliance   

    	
 39 

    
	
5.5.

    	
 Maintenance of Property; Insurance; Collateral Vessel Registration and
Flag   

    	
 39 

    
	
5.6.

    	
 Inspection of Property; Books and Records; Discussions   

    	
 40 

    
	
5.7.

    	
 Notices   

    	
 40 

    
	
5.8.

    	
 Environmental Laws   

    	
 41 

    
	
5.9.

    	
 Additional Collateral, Subsidiary Guarantors   

    	
 42 

    
	
5.10.

    	
 Further Assurances   

    	
 43 

    
	 	 	 
	
    SECTION 6.
	
    NEGATIVE COVENANTS
	
    44

	 	 	 
	
6.1.

    	
 Indebtedness   

    	
 44 

    
	
6.2.

    	
 Liens   

    	
 45 

    
	
6.3.

    	
 Fundamental Changes; Collateral Actions   

    	
 46 

    
	
6.4.

    	
 Disposition of Property   

    	
 47 

    
	
6.5.

    	
 Restricted Payments   

    	
 48 

    
	
6.6.

    	
 Investments   

    	
 48 

    
	
6.7.

    	
 Optional Payments and Modifications of Certain Debt Instruments   

    	
 49 

    
	
6.8.

    	
 Transactions with Affiliates   

    	
 50 

    
	
6.9.

    	
 Sales and Leasebacks   

    	
 50 

    
	
6.10.

    	
 Hedge Agreements   

    	
 50 

    
	
6.11.

    	
 Negative Pledge Clauses   

    	
 50 

    
	
6.12.

    	
 Clauses Restricting Subsidiary Distributions   

    	
 51 

    
	
6.13.

    	
 Lines of Business   

    	
 51 

    
	
6.14.

    	
 Capital Stock   

    	
 51 

    
	
6.15.

    	
 Organizational Documents and Material Agreements   

    	
 51 

    
	 	 	 
	
SECTION 7.

    	
 EVENTS OF DEFAULT   

    	
 51 

    
	 	 	 
	
SECTION 8.

    	
 THE AGENTS   

    	
 54 

    
	 	 	 
	
8.1.

    	
 Appointment   

    	
 54 

    
	
8.2.

    	
 Delegation of Duties   

    	
 54 

    
	
8.3.

    	
 Exculpatory Provisions   

    	
 54 

    
	
8.4.

    	
 Reliance by Agents   

    	
 55 

    
	
8.5.

    	
 Notice of Default   

    	
 55 

    
	
8.6.

    	
 Non-Reliance on Agents and Other Lenders   

    	
 56 

    
	
8.7.

    	
 Indemnification   

    	
 56 

    
	
8.8.

    	
 Agent in Its Individual Capacity   

    	
 57 

    
	
8.9.

    	
 Successor Administrative Agent   

    	
 57 

    
	
8.10.

    	
 Agents Generally   

    	
 57 

    
	
8.11.

    	
 The Lead Arranger   

    	
 57 

    
	
8.12.

    	
 Withholding Taxes   

    	
 57 

    
	 	 	 
	
SECTION 9.

    	
 MISCELLANEOUS   

    	
 58 

    
	 	 	 
	
9.1.

    	
 Amendments and Waivers   

    	
 58 

    
	
9.2.

    	
 Notices   

    	
 59 

    
	
9.3.

    	
 No Waiver; Cumulative Remedies   

    	
 60 

    
	
9.4.

    	
 Survival of Representations and Warranties   

    	
 60 

    
	
9.5.

    	
 Payment of Expenses and Taxes   

    	
 60 

    
	
9.6.

    	
 Successors and Assigns; Participations and Assignments   

    	
 61 

    
	
9.7.

    	
 Adjustments; Set-off   

    	
 64 

    
	
9.8.

    	
 Counterparts   

    	
 65 

    
	
9.9.

    	
 Severability   

    	
 65 

    
	
9.10.

    	
 Integration   

    	
 65 

    
	
9.11.

    	
 GOVERNING LAW   

    	
 65 

    
	
9.12.

    	
 Submission To Jurisdiction; Waivers   

    	
 65 

    
	
9.13.

    	
 Acknowledgments   

    	
 66 

    
	
9.14.

    	
 Releases of Guarantees and Liens   

    	
 66 

    
	
9.15.

    	
 Confidentiality   

    	
 67 

    
	
9.16.

    	
 WAIVERS OF JURY TRIAL   

    	
 67 

    
	
9.17.

    	
 Delivery of Addenda   

    	
 67 

    
	
9.18.

    	
 Joint and Several Liability; Postponement of Subrogation   

    	
 67 

    


 

	

    SCHEDULES:	 
	 	 
	1.1(a)   	 Collateral Vessels
	1.1(b)   	 Excluded Collateral Vessels
	3.4   	 Consents, Authorizations, Filings and Notices
	3.15   	 Subsidiaries
	3.19(a)   	 UCC Filing Jurisdictions
	3.19(b)   	 Collateral Vessel Mortgage Filing Jurisdictions
	6.1(d)   	 Existing Indebtedness
	6.2(f)   	 Existing Liens
	6.6(e)   	 Existing Investments



 


	

    EXHIBITS:	 
	A   	 Form of Addendum
	B   	 Form of Assignment and Assumption
	C   	 Form of Guarantee and Collateral Agreement
	D   	 Form of Subordinated Intercompany Note
	E   	 Form of Exemption Certificate
	F   	 Form of Note
	G   	 Form of Closing Certificate
	H   	 Form of Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
          Denegre, L.L.P.
	I   	 Form of Collateral Vessel Mortgage
	J   	 Form of Solvency Certificate


 

 



CREDIT AGREEMENT, dated as of February 12, 2004, among TRICO MARINE ASSETS,
INC., a Delaware corporation ("Trico Assets"), TRICO MARINE OPERATORS,
INC., a Louisiana corporation ("Trico Operators" and, together with Trico
Assets, the "Borrowers" and each a "Borrower"), the several banks
and other financial institutions or entities from time to time parties to this
Agreement (the "Lenders"), BEAR, STEARNS & CO. INC., as sole lead
arranger and sole bookrunner (in such capacity, the "Lead Arranger"), and
BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity,
the "Administrative Agent").

The parties hereto hereby agree as follows:

SECTION 1.   DEFINITIONS 

1.1.     Defined Terms.   As used in this Agreement, the terms listed in this Section 1.1 shall
  have the respective meanings set forth in this Section 1.1.

  "Addendum": an instrument, substantially in the form of Exhibit A,
  by which a Lender becomes a party to this Agreement as of the Closing Date.

  "Administrative Agent": as defined in the preamble to this Agreement
  and together with its successors appointed pursuant to Section 8.

  "Affiliate": as to any Person, any other Person that, directly or
  indirectly, is in control of, is controlled by, or is under common control
  with, such Person. For purposes of this definition, "control" of a Person
  means the power, directly or indirectly, either to (a) vote 10% or more of the
  securities having ordinary voting power for the election of directors (or
  Persons performing similar functions) of such Person or (b) direct or cause
  the direction of the management and policies of such Person, whether by
  contract or otherwise.

  "Agents": the collective reference to the Lead Arranger and the
  Administrative Agent.

  "Aggregate Exposure": with respect to any Lender at any time, an
  amount equal to (a) until the Closing Date, the aggregate amount of such
  Lender's Commitments at such time and (b) thereafter, the aggregate then
  unpaid principal amount of such Lender's Loans.

  "Aggregate Exposure Percentage": with respect to any Lender at any
  time, the ratio (expressed as a percentage) of such Lender's Aggregate
  Exposure at such time to the Aggregate Exposure of all Lenders at such time.

  "Agreement": this Credit Agreement.

  "Applicable Margin": (a) for Eurodollar Loans, a rate per annum
  equal to 6.00% and (b) for Base Rate Loans, a rate per annum equal to 5.00%.

  "Approved Fund": (a) a CLO and (b) with respect to any Lender that
  is a fund which invests in commercial loans, any other fund that invests in
  commercial loans and is managed or advised by the same investment advisor as
  such Lender or by an Affiliate of such investment advisor.

  "Asset Sale": any Disposition of a Collateral Vessel (excluding any
  such Disposition permitted by clause (b) or (d) of Section 6.4).

  "Assignee": as defined in Section 9.6(b).

  "Assignment and Assumption": an Assignment and Assumption,
  substantially in the form of Exhibit B.

  "Base Rate": for any day, a rate per annum (rounded upwards, if
  necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
  in effect on such day, (b) the Federal Funds Effective Rate in effect on such
  day plus 0.50% and (c) 3.00%. For purposes hereof: "Prime Rate" shall
  mean the rate of interest per annum publicly announced from time to time by
  the Reference Lender as its prime rate in effect at its principal office in
  New York City (the Prime Rate not being intended to be the lowest rate of
  interest charged by the Reference Lender in connection with extensions of
  credit to debtors). Any change in the Base Rate due to a change in the Prime
  Rate or the Federal Funds Effective Rate shall be effective as of the opening
  of business on the effective day of such change in the Prime Rate or the
  Federal Funds Effective Rate, respectively.

  "Base Rate Loans": Loans the rate of interest applicable to which is
  based upon the Base Rate.

  "Benefitted Lender": as defined in Section 9.7(a).

  "Board": the Board of Governors of the Federal Reserve System of the
  United States (or any successor).

  "Borrowers": as defined in the preamble to this Agreement.

  "Business": as defined in Section 3.17(b).

  "Business Day": a day other than a Saturday, Sunday or other day on
  which commercial banks in New York City are authorized or required by law to
  close, provided that with respect to notices and determinations in
  connection with, and payments of principal and interest on, Eurodollar Loans,
  such day is also a day for trading by and between banks in Dollar deposits in
  the interbank eurodollar market.

  "Capital Lease Obligations": as 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 the purposes of this Agreement, the amount of such obligations at any
  time shall be the capitalized amount thereof at such time determined in
  accordance with GAAP.

  "Capital Stock": any and all shares, interests, participations or
  other equivalents (however designated) of capital stock of a corporation, any
  and all equivalent ownership interests in a Person (other than a corporation)
  and any and all warrants, rights or options to purchase any of the foregoing.

  "Cash Equivalents": (a) marketable direct obligations issued by, or
  unconditionally guaranteed by, the United States government or issued by any
  agency thereof and backed by the full faith and credit of the United States,
  in each case maturing within one year from the date of acquisition;
  (b) certificates of deposit, time deposits, eurodollar time deposits or
  overnight bank deposits having maturities of six months or less from the date
  of acquisition issued by any Lender or by any commercial bank organized under
  the laws of the United States or any state thereof having combined capital and
  surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
  at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by
  Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent
  rating by a nationally recognized rating agency, if both of the two named
  rating agencies cease publishing ratings of commercial paper issuers
  generally, and maturing within six months from the date of acquisition; (d)
  repurchase obligations of any Lender or of any commercial bank satisfying the
  requirements of clause (b) of this definition, having a term of not more than
  30 days, with respect to securities issued or fully guaranteed or insured by
  the United States government; (e) securities with maturities of one year or
  less from the date of acquisition issued or fully guaranteed by any state,
  commonwealth or territory of the United States, by any political subdivision
  or taxing authority of any such state, commonwealth or territory or by any
  foreign government, the securities of which state, commonwealth, territory,
  political subdivision, taxing authority or foreign government (as the case may
  be) are rated at least A by S&P or A by Moody's; (f) securities with
  maturities of six months or less from the date of acquisition backed by
  standby letters of credit issued by any Lender or any commercial bank
  satisfying the requirements of clause (b) of this definition; or (g) shares of
  money market mutual or similar funds which invest exclusively in assets
  satisfying the requirements of clauses (a) through (f) of this definition or
  money market funds that (i) comply with the criteria set forth in Securities
  and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as
  amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio
  assets of at least $5,000,000,000.

  "CLO": any entity (whether a corporation, partnership, trust or
  otherwise) that is engaged in making, purchasing, holding or otherwise
  investing in bank loans and similar extensions of credit in the ordinary
  course of its business and is administered or managed by a Lender or an
  Affiliate of such Lender.

  "Closing Date": the date on which the conditions precedent set forth
  in Section 4 shall have been satisfied, which date is February 12, 2004.

  "Code": the Internal Revenue Code of 1986, as amended from time to
  time.

  "Collateral": all property of the Loan Parties, now owned or
  hereafter acquired, upon which a Lien is purported to be created by any
  Security Document.

  "Collateral Vessels": the collective reference to the sea going
  vessels and tankers owned by either Borrower or any of its Subsidiaries and
  set forth on Schedule 1.1(a) (which Schedule identifies the flag, registry,
  location, official number and registered owner of each such vessel and
  tanker), which Schedule shall be supplemented from time to time after the date
  hereof to include any sea going vessels or tankers that are acquired after the
  date hereof and are specified in a Reinvestment Notice to be "Collateral
  Vessels" and with respect to which a Collateral Vessel Mortgage has been
  recorded in accordance with Section 5.9(d).

  "Collateral Vessel Mortgage": as defined in Section 4(k).

  "Commitment": as to any Lender, the obligation of such Lender to
  make a Loan to the Borrowers hereunder in a principal amount not to exceed the
  amount set forth under the heading "Commitment" under such Lender's name on
  such Lender's Addendum. The original aggregate amount of the Commitments is
  $55,000,000.

  "Commonly Controlled Entity": an entity, whether or not
  incorporated, that is under common control with any Group Member within the
  meaning of Section 4001 of ERISA or is part of a group that includes any Group
  Member and that is treated as a single employer under Section 414 of the Code.

  "Conduit Lender": any special purpose entity organized and
  administered by any Lender for the purpose of making Loans otherwise required
  to be made by such Lender and designated by such Lender in a written
  instrument, subject to the consent of the Administrative Agent and either
  Borrower (which consent shall not be unreasonably withheld); provided,
  that the designation by any Lender of a Conduit Lender shall not relieve the
  designating Lender of any of its obligations to fund a Loan under this
  Agreement if, for any reason, its Conduit Lender fails to fund any such Loan,
  and the designating Lender (and not the Conduit Lender) shall have the sole
  right and responsibility to deliver all consents and waivers required or
  requested under this Agreement with respect to its Conduit Lender, and 
  provided, further, that no Conduit Lender shall (a) be entitled to
  receive any greater amount pursuant to Section 2.12, 2.13, 2.14 or 9.5 than
  the designating Lender would have been entitled to receive in respect of the
  extensions of credit made by such Conduit Lender or (b) be deemed to have any
  Commitment.

  "Continuing Directors": the directors of Holdings on the Closing
  Date, and each other director, if, in each case, such other director's
  nomination for election to the board of directors of Holdings is recommended
  by at least a majority of the then Continuing Directors.

  "Contractual Obligation": as to any Person, any provision of any
  security issued by such Person or of any agreement, instrument or other
  undertaking to which such Person is a party or by which it or any of its
  property is bound.

  "Default": any of the events specified in Section 7, whether or not
  any requirement for the giving of notice, the lapse of time, or both, has been
  satisfied.

  "Disposition": with respect to any Property, any sale, lease, sale
  and leaseback, assignment, conveyance, transfer, charter or other disposition
  thereof. The terms "Dispose" and "Disposed of" shall have
  correlative meanings.

  "Dollars" and "$": dollars in lawful currency of the United
  States.

  "Environmental Laws": any and all foreign, Federal, state, local or
  municipal laws, rules, orders, regulations, statutes, ordinances, codes,
  decrees, requirements of any Governmental Authority or other Requirements of
  Law (including common law) regulating, relating to or imposing liability or
  standards of conduct concerning protection of human health or the environment,
  the Release or threatened Release of, or exposure to, Materials of
  Environmental Concern, natural resources or natural resource damage or
  occupational safety or health, each as may be amended at any time hereafter.

  "ERISA": the Employee Retirement Income Security Act of 1974, as
  amended from time to time.

  "Eurocurrency Reserve Requirements": for any day as applied to a
  Eurodollar Loan, the aggregate (without duplication) of the maximum rates
  (expressed as a decimal fraction) of reserve requirements in effect on such
  day (including basic, supplemental, marginal and emergency reserves under any
  regulations of the Board or other Governmental Authority having jurisdiction
  with respect thereto) dealing with reserve requirements prescribed for
  eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
  Regulation D of the Board) maintained by a member bank of the Federal Reserve
  System.

  "Eurodollar Base Rate": with respect to each day during each
  Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
  on the basis of the rate for deposits in Dollars for a period equal to such
  Interest Period commencing on the first day of such Interest Period appearing
  on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two
  Business Days prior to the beginning of such Interest Period. In the event
  that such rate does not appear on Page 3750 of the Telerate screen (or
  otherwise on such screen), the "Eurodollar Base Rate" shall be
  determined by reference to such other comparable publicly available service
  for displaying eurodollar rates as may be selected by the Administrative Agent
  or, in the absence of such availability, by reference to the rate at which the
  Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
  York City time, two Business Days prior to the beginning of such Interest
  Period in the interbank eurodollar market where its eurodollar and foreign
  currency and exchange operations are then being conducted for delivery on the
  first day of such Interest Period for the number of days comprised therein.
  Notwithstanding the foregoing, if the Eurodollar Base Rate determined as
  provided above for any Eurodollar Loan for any Interest Period would be less
  than 2.00% per annum, then the "Eurodollar Base Rate" for such Eurodollar Loan
  for such Interest Period shall be deemed to be 2.00% per annum.

  "Eurodollar Loans": Loans the rate of interest applicable to which
  is based upon the Eurodollar Rate.

  "Eurodollar Rate": with respect to each day during each Interest
  Period pertaining to a Eurodollar Loan, a rate per annum determined for such
  day in accordance with the following formula (rounded upward to the nearest
  1/100th of 1%):

                   Eurodollar Base Rate                 

  1.00 - Eurocurrency Reserve Requirements

  "Eurodollar Tranche": the collective reference to Eurodollar Loans
  the then current Interest Periods with respect to all of which begin on the
  same date and end on the same later date.

  "Event of Default": any of the events specified in Section 7, 
  provided that any requirement for the giving of notice, the lapse of time,
  or both, has been satisfied.

  "Excluded Collateral Vessels": the collective reference to the
  seagoing vessels owned by either Borrower or any of its Subsidiaries and set
  forth on Schedule 1.1(b).

  "Existing Credit Agreement": the Credit Agreement dated as of
  December 18, 2002, among Holdings, the Borrowers, as borrowers, the lenders
  party thereto and Nordea Bank Finland plc, New York Branch, as administrative
  agent, as amended, modified or supplemented from time to time.

  "Federal Funds Effective Rate": for any day, the weighted average of
  the rates on overnight federal funds transactions with members of the Federal
  Reserve System arranged by federal funds brokers, as published on the next
  succeeding Business Day by the Federal Reserve Bank of New York, or, if such
  rate is not so published for any day that is a Business Day, the average of
  the quotations for the day of such transactions received by the Reference
  Lender from three federal funds brokers of recognized standing selected by it.

  "Foreign Pension Plan": any plan, fund (including any superannuation
  fund) or other similar program established or maintained outside the United
  States by any Group Member primarily for the benefit of employees of any Group
  Member residing outside the United States, 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.

  "Funding Office": the office of the Administrative Agent specified
  in Section 9.2 or such other office as may be specified from time to time by
  the Administrative Agent as its funding office by written notice to either
  Borrower and the Lenders.

  "GAAP": generally accepted accounting principles in the United
  States as in effect from time to time.

  "GECC Sale and Leaseback": the sale and leaseback transaction
  between Trico Operators and General Electric Capital Corporation relating to
  vessels that are not Collateral Vessels pursuant to the Master Bareboat
  Charter, dated as of September 30, 2002, between Trico Operators and General
  Electric Capital Corporation and the other documents executed and delivered in
  connection therewith (each as may be amended, modified or supplemented in
  accordance with the terms hereof and thereof).

  "Governmental Authority": any nation or government, any state or
  other political subdivision thereof, any agency, authority, instrumentality,
  regulatory body, court, central bank or other entity exercising executive,
  legislative, judicial, taxing, regulatory or administrative functions of or
  pertaining to government, any securities exchange and any self-regulatory
  organization (including the National Association of Insurance Commissioners).

  "Group Members": the collective reference to the Borrowers and their
  respective Subsidiaries.

  "Guarantee and Collateral Agreement": the Guarantee and Collateral
  Agreement to be executed and delivered by Holdings, the Borrowers and each
  Subsidiary Guarantor, substantially in the form of Exhibit C.

  "Guarantee Obligation": as to any Person (the "guaranteeing
  person"), any obligation of (a) the guaranteeing person or (b) another
  Person (including any bank under any letter of credit) to induce the creation
  of which the guaranteeing person has issued a reimbursement, counterindemnity
  or similar obligation, in either case guaranteeing or in effect guaranteeing
  any Indebtedness, leases, dividends or other obligations (the "primary
  obligations") of any other third Person (the "primary obligor") in
  any manner, whether directly or indirectly, including any obligation of the
  guaranteeing 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 (1) for the purchase or payment of
  any such primary obligation or (2) 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 beneficiary 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
  beneficiary of any such primary obligation against loss in respect thereof; 
  provided, however, that the term Guarantee Obligation shall not
  include (A) endorsements of instruments for deposit or collection in the
  ordinary course of business or (B) performance guarantees with respect to
  vessels incurred in connection with charter arrangements entered into in the
  ordinary course of business in favor of third parties agreeing to charter the
  applicable vessel, in each case, not relating to borrowed money. The amount of
  any Guarantee Obligation of any guaranteeing person shall be deemed to be the
  lower of (a) an amount equal to the stated or determinable amount of the
  primary obligation in respect of which such Guarantee Obligation is made and
  (b) the maximum amount for which such guaranteeing person may be liable
  pursuant to the terms of the instrument embodying such Guarantee Obligation,
  unless such primary obligation and the maximum amount for which such
  guaranteeing person may be liable are not stated or determinable, in which
  case the amount of such Guarantee Obligation shall be such guaranteeing
  person's maximum reasonably anticipated liability in respect thereof as
  determined by the Borrowers in good faith.

  "Guarantors": the collective reference to Holdings and the
  Subsidiary Guarantors.

  "Hedge Agreements": any agreement with respect to any swap, forward,
  future or derivative transaction or option or similar agreement involving, or
  settled by reference to, one or more rates, currencies, commodities, equity or
  debt instruments or securities, or economic, financial or pricing indices or
  measures of economic, financial or pricing risk or value or any similar
  transaction or any combination of these transactions; provided that no
  phantom stock or similar plan providing for payments only on account of
  services provided by current or former directors, officers, employees or
  consultants of either Borrower or any of its Subsidiaries shall be a Hedge
  Agreement. 

  "Holdings": Trico Marine Services, Inc., a Delaware corporation.

  "Indebtedness": of any Person at any date, without duplication, (a)
  all indebtedness of such Person for borrowed money, (b) all obligations of
  such Person for the deferred purchase price of property or services (other
  than trade payables incurred in the ordinary course of such Person's business
  that are not more than 90 days past due), (c) all obligations of such Person
  evidenced by notes, bonds, debentures or other similar instruments, (d) all
  indebtedness created or arising under any conditional sale or other title
  retention agreement with respect to property acquired by such Person (even
  though the rights and remedies of the seller or lender under such agreement in
  the event of default may be limited to repossession or sale of such property),
  (e) all Capital Lease Obligations of such Person, (f) all obligations of such
  Person, contingent or otherwise, as an account party or applicant under or in
  respect of acceptances, letters of credit, surety bonds or similar
  arrangements, (g) all obligations of such Person, contingent or otherwise, to
  purchase, redeem, retire or otherwise acquire for value any Capital Stock of
  such Person, (h) all Guarantee Obligations of such Person in respect of
  obligations of the kind referred to in clauses (a) through (g) above, (i) all
  obligations of the kind referred to in clauses (a) through (h) above secured
  by (or for which the holder of such obligation has an existing right,
  contingent or otherwise, to be secured by) any Lien on property (including
  accounts and contract rights) owned by such Person, whether or not such Person
  has assumed or become liable for the payment of such obligation, provided
  that, if such Person has not assumed such obligations, then the amount of
  Indebtedness of such Person for purposes of this clause (i) shall be equal to
  the lesser of the amount of the obligations of the holder of such obligations
  and the fair market value of the assets of such Person which secure such
  obligations, and (j) for the purposes of Sections 6.1 and 7(e) only, all
  obligations of such Person in respect of Hedge Agreements. The Indebtedness of
  any Person shall include the Indebtedness of any other entity (including any
  partnership in which such Person is a general partner) to the extent such
  Person is liable therefor as a result of such Person's ownership interest in
  or other relationship with such entity, except to the extent the terms of such
  Indebtedness expressly provide that such Person is not liable therefor.

  "Insolvency": with respect to any Multiemployer Plan, the condition
  that such Plan is insolvent within the meaning of Section 4245 of ERISA.

  "Insolvent": pertaining to a condition of Insolvency.

  "Intellectual Property": the collective reference to all rights,
  priorities and privileges relating to intellectual property, whether arising
  under United States, multinational or foreign laws or otherwise, including
  copyrights, copyright licenses, patents, patent licenses, trademarks,
  trademark licenses, technology, know-how and processes, and all rights to sue
  at law or in equity for any infringement or other impairment thereof,
  including the right to receive all proceeds and damages therefrom.

  "Interest Payment Date": (a) as to any Base Rate Loan, the last day
  of each March, June, September and December to occur while such Loan is
  outstanding and the final maturity date of such Loan, (b) as to any Eurodollar
  Loan having an Interest Period of three months or less, the last day of such
  Interest Period, (c) as to any Eurodollar Loan having an Interest Period
  longer than three months, each day that is three months, or a whole multiple
  thereof, after the first day of such Interest Period and the last day of such
  Interest Period and (d) as to any Loan, the date of any repayment or
  prepayment made in respect thereof.

  "Interest Period": as to any Eurodollar Loan, (a) initially, the
  period commencing on the borrowing or conversion date, as the case may be,
  with respect to such Eurodollar Loan and ending one, two, three or six or (if
  available to all Lenders) nine or twelve months thereafter, as selected by the
  relevant Borrower in its notice of borrowing or notice of conversion, as the
  case may be, given with respect thereto; and (b) thereafter, each period
  commencing on the last day of the next preceding Interest Period applicable to
  such Eurodollar Loan and ending one, two, three or six or (if available to all
  Lenders) nine or twelve months thereafter, as selected by the relevant
  Borrower by irrevocable notice to the Administrative Agent no later than 11:00
  A.M., New York City time, on the date that is three Business Days prior to the
  last day of the then current Interest Period with respect thereto; provided
  that, all of the foregoing provisions relating to Interest Periods are subject
  to the following:
          
(i)    if any Interest Period would otherwise end on a day that is not a
          Business Day, such Interest Period shall be extended to the next
          succeeding Business Day unless the result of such extension would be
          to carry such Interest Period into another calendar month in which
          event such Interest Period shall end on the immediately preceding
          Business Day;

(ii)    no Borrower may select an Interest Period that would extend beyond
          the Maturity Date;

(iii)    any Interest Period that begins on the last Business Day of a
          calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of a calendar month; and

(iv)    each Borrower shall select Interest Periods so as not to require a
          payment or prepayment of any Eurodollar Loan during an Interest Period
          for such Loan. 

  "Investments": as defined in Section 6.6.

  "Lead Arranger": as defined in the recitals to this Agreement.

  "Lenders": as defined in the preamble hereto; provided, that
  unless the context otherwise requires, each reference herein to the Lenders
  shall be deemed to include any Conduit Lender.

  "Lien": any mortgage, pledge, hypothecation, assignment, deposit
  arrangement, encumbrance, lien (statutory or other), charge or other security
  interest or any preference, priority or other security agreement or
  preferential arrangement of any kind or nature whatsoever (including any
  conditional sale or other title retention agreement and any capital lease
  having substantially the same economic effect as any of the foregoing).

  "Loan": any loan made by any Lender pursuant to this Agreement.

  "Loan Documents": this Agreement, the Security Documents and the
  Notes.

  "Loan Parties": Holdings and each Group Member that is a party to a
  Loan Document.

  "Material Adverse Effect": a material adverse effect on (a) the
  business, assets, property, operations, condition (financial or otherwise) or
  results of operations of the Borrowers and their Subsidiaries taken as a whole
  or (b) the validity or enforceability of this Agreement or any of the other
  Loan Documents or the rights or remedies of the Agents or the Lenders
  hereunder or thereunder or the validity, perfection or priority of the
  Administrative Agent's Liens on the Collateral.

  "Materials of Environmental Concern": any gasoline or petroleum
  (including crude oil or any fraction thereof) or petroleum products or any
  pollutant, contaminant, chemical, compound, constituent or hazardous, toxic or
  other substances, materials or wastes, defined or regulated as such in or
  under any Environmental Law or which may give rise to liability under any
  Environmental Law, including asbestos or asbestos containing material, radon
  or other radioactive material, polychlorinated biphenyls and urea-formaldehyde
  insulation.

  "Maturity Date": February 1, 2009.

  "Multiemployer Plan": a Plan that is a multiemployer plan as defined
  in Section 4001(a)(3) of ERISA.

  "Net Cash Proceeds": in connection with any Asset Sale or any
  Recovery Event, the proceeds in the form of cash and Cash Equivalents
  (including any such proceeds received by way of deferred payment of principal
  pursuant to a note or installment receivable or purchase price adjustment
  receivable or by the Disposition of any non-cash consideration received in
  connection therewith or otherwise, but only as and when received) of such
  Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees,
  investment banking fees and other customary fees and expenses actually
  incurred in connection therewith and net of taxes paid or reasonably estimated
  to be payable as a result thereof (after taking into account any available tax
  credits or deductions and any tax sharing arrangements) and net of any amounts
  remitted into an escrow or provided as a reserve, in accordance with GAAP,
  against any liabilities under any indemnification obligations or purchase
  price adjustment associated with such Asset Sale, provided that, to the
  extent and at the time any such amounts are released from such escrow or
  reserve to the benefit of any Group Member, such amounts shall constitute Net
  Cash Proceeds.

  "Non-Excluded Taxes": as defined in Section 2.13(a).

  "Non-U.S. Lender": as defined in Section 2.13(d).

  "Notes": the collective reference to any promissory note evidencing
  Loans.

  "Obligations": the unpaid principal of and interest on (including
  interest accruing after the maturity of the Loans and interest accruing after
  the filing of any petition in bankruptcy, or the commencement of any
  insolvency, reorganization or like proceeding, relating to either Borrower,
  whether or not a claim for post-filing or post-petition interest is allowed in
  such proceeding) the Loans and all other obligations and liabilities of either
  Borrower to any Agent or to any Lender (or, in the case of Specified Hedge
  Agreements, to any Affiliate of any Lender or Agent), whether direct or
  indirect, absolute or contingent, due or to become due, or now existing or
  hereafter incurred, which may arise under, out of, or in connection with, this
  Agreement, any other Loan Document, any Specified Hedge Agreement or any other
  document made, delivered or given in connection herewith or therewith, whether
  on account of principal, interest, reimbursement obligations, fees,
  indemnities, costs, expenses (including all fees, charges and disbursements of
  counsel to any Agent or to any Lender that are required to be paid by either
  Borrower pursuant hereto) or otherwise; provided that (i) obligations
  of either Borrower or any of its Subsidiaries under any Specified Hedge
  Agreement shall be secured and guaranteed pursuant to the Security Documents
  only to the extent that, and for so long as, the other Obligations are so
  secured and guaranteed and (ii) any release of Collateral or Guarantors
  effected in the manner permitted by this Agreement shall not require the
  consent of holders of obligations under Specified Hedge Agreements.

  "Other Taxes": any and all present or future stamp or documentary
  taxes or any other excise or property taxes, charges or similar levies arising
  from any payment made hereunder or from the execution, delivery or enforcement
  of, or otherwise with respect to, this Agreement or any other Loan Document.

  "Participant": as defined in Section 9.6(c).

  "PBGC": the Pension Benefit Guaranty Corporation established
  pursuant to Subtitle A of Title IV of ERISA (or any successor).

  "Percentage": as to any Lender at any time, the percentage which
  such Lender's Commitment then constitutes of the aggregate Commitments (or, at
  any time after the funding of the Loans, the percentage which the aggregate
  principal amount of such Lender's Loans then outstanding constitutes of the
  aggregate principal amount of the Loans then outstanding).

  "Permitted Collateral Vessel Liens": those Liens expressly permitted
  by clauses (a), (b), (h) and (j) of Section 6.2.

  "Permitted Jurisdiction": the United States, Vanuatu, the Marshall
  Islands and the Bahamas. 

  "Permitted Refinancing": as to any Indebtedness, the incurrence of
  other Indebtedness ("Refinancing Indebtedness") to refinance such
  existing Indebtedness; provided that, in the case of such Refinancing
  Indebtedness, the following conditions are satisfied:

(a)    the weighted average life to maturity of such Refinancing
              Indebtedness shall be greater than or equal to the weighted
              average life to maturity of the Indebtedness being refinanced, and
              the first scheduled principal payment in respect of such
              Refinancing Indebtedness shall not be earlier than the first
              scheduled principal payment in respect of the Indebtedness being
              refinanced;

(b)    the principal amount (or if issued with original issue
              discount, issue price) of such Refinancing Indebtedness shall be
              less than or equal to the principal amount then outstanding of the
              Indebtedness being refinanced plus, without duplication, the
              amount of any premiums and accrued and unpaid interest thereon and
              reasonable fees and expenses, in each case, associated with such
              refinancing;

(c)    the respective obligor or obligors shall be the same on the
              Refinancing Indebtedness as on the Indebtedness being refinanced;

(d)    the security, if any, for the Refinancing Indebtedness shall
              be the same as that for the Indebtedness being refinanced (except
              to the extent that less security is granted to holders of
              Refinancing Indebtedness);

(e)    the Refinancing Indebtedness is subordinated to the
              Obligations or the Guarantor Obligations (as defined in the
              Guarantee and Collateral Agreement), as applicable, to the same
              degree, if any, or to a greater degree as the Indebtedness being
              refinanced; and

(f)    the terms, taken as a whole, applicable to such Refinancing
              Indebtedness or, if applicable, the related guarantees of such
              Refinancing Indebtedness (including covenants, events of default,
              remedies and acceleration rights) shall not be materially more
              favorable to the refinancing lenders than the terms that are
              applicable under the instruments and documents governing the
              Indebtedness being refinanced.

  "Person": an individual, partnership, corporation, limited liability
  company, business trust, joint stock company, trust, unincorporated
  association, joint venture, Governmental Authority or other entity of whatever
  nature.

  "Plan": at a particular time, any employee benefit plan that is
  covered by ERISA and in respect of which any Group Member or any Commonly
  Controlled Entity is (or, if such plan were terminated at such time, would
  under Section 4069 of ERISA be deemed to be) an "employer" as defined in
  Section 3(5) of ERISA.

  "Pledged Stock": as defined in the Guarantee and Collateral
  Agreement.

  "Pro Forma Balance Sheet": as defined in Section 3.1(a).

  "Projections": as defined in Section 5.2(c).

  "Properties": as defined in Section 3.17(a).

  "Property": any right or interest in or to property of any kind
  whatsoever, whether real, personal or mixed and whether tangible or
  intangible, including Capital Stock.

  "Qualified Counterparty": with respect to any Specified Hedge
  Agreement, any counterparty thereto that, at the time such Specified Hedge
  Agreement was entered into, was an Agent, a Lender or an Affiliate of an Agent
  or a Lender.

  "Recovery Event": any settlement of or payment in respect of any
  property or casualty insurance claim or any condemnation or requisition
  proceeding (whether of title, ownership or otherwise or other purchase or
  taking by any Governmental Authority) relating to any Collateral Vessel.

  "Reference Lender": Citibank, N.A.

  "Register": as defined in Section 9.6(b).

  "Regulation U": Regulation U of the Board as in effect from time to
  time.

  "Reinvestment Deferred Amount": with respect to any Reinvestment
  Event, the aggregate Net Cash Proceeds received by any Group Member in
  connection therewith that are not applied to prepay the Loans pursuant to
  Section 2.5 as a result of the delivery of a Reinvestment Notice.

  "Reinvestment Event": any Asset Sale or Recovery Event in respect of
  which either Borrower has delivered a Reinvestment Notice.

  "Reinvestment Notice": a written notice executed by a Responsible
  Officer stating that no Event of Default has occurred and is continuing and
  that either Borrower (directly or indirectly through a Subsidiary of either
  Borrower) intends and expects to use all or a specified portion of the Net
  Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair a
  Collateral Vessel or a seagoing vessel or tanker useful in its business that
  shall become, immediately upon the acquisition thereof, a Collateral Vessel in
  accordance with the provisions herein, provided that pending any such
  use (or any prepayment in accordance with Section 2.5), all such Net Cash
  Proceeds resulting therefrom shall be deposited as cash collateral in a
  segregated deposit account held by the Administrative Agent or its agent to
  secure the Obligations in accordance with Section 5.9(a).

  "Reinvestment Prepayment Amount": with respect to any Reinvestment
  Event, the Reinvestment Deferred Amount relating thereto less (a) any amount
  expended prior to the relevant Reinvestment Prepayment Date to acquire or
  repair a Collateral Vessel (or vessel that shall become a Collateral Vessel)
  in accordance with the provisions set forth in the definition of a
  "Reinvestment Notice" and (b) any amount that shall be committed by either
  Borrower or any of its Subsidiaries prior to the relevant Reinvestment
  Prepayment Date pursuant to a legally binding agreement to acquire a vessel
  that is to be newly built and which shall become a Collateral Vessel in
  accordance with the provisions set forth in the definition of a "Reinvestment
  Notice" with all or any portion of the relevant Reinvestment Deferred Amount.

  "Reinvestment Prepayment Date": with respect to any Reinvestment
  Event, the earlier of (a) the date occurring 12 months after such Reinvestment
  Event and (b) the date on which the Borrower shall have determined not to, or
  shall have otherwise ceased to, acquire or repair a Collateral Vessel (or
  vessel that shall become a Collateral Vessel) in accordance with the
  provisions set forth in the definition of a "Reinvestment Notice" with all or
  any portion of the relevant Reinvestment Deferred Amount.

  "Release": any spilling, leaking, seepage, pumping, pouring,
  emitting, emptying, discharging, injecting, escaping, leaching, dumping,
  disposing, depositing, dispersing, emanating or migrating of any Material of
  Environmental Concern in, into, onto or through the environment.

  "Reorganization": with respect to any Multiemployer Plan, the
  condition that such plan is in reorganization within the meaning of
  Section 4241 of ERISA.

  "Reportable Event": any of the events set forth in Section 4043(b)
  of ERISA, other than those events as to which the thirty day notice period is
  waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
  § 4043.

  "Required Lenders": at any time, the holders of more than 50% of (a)
  until the funding of the Loans, the Commitments then in effect and (b)
  thereafter, the aggregate unpaid principal amount of the Loans then
  outstanding.

  "Requirement of Law": as to any Person, the Certificate of
  Incorporation and By-Laws or other organizational or governing documents of
  such Person, and any law, treaty, rule or regulation or determination of an
  arbitrator or a court or other Governmental Authority, in each case applicable
  to or binding upon such Person or any of its property or to which such Person
  or any of its property is subject.

  "Responsible Officer": with respect to either Borrower, the chief
  executive officer, president or chief financial officer of such Borrower, but
  in any event, with respect to financial matters, the chief financial officer
  of such Borrower.

  "Restricted Payments": as defined in Section 6.5.

  "SEC": the Securities and Exchange Commission, any successor thereto
  and any analogous Governmental Authority.

  "Secured Parties": the collective reference to the Agents, the
  Lenders and, with respect to any Specified Hedge Agreement, any Qualified
  Counterparty thereto that has agreed to be bound by Section 7 of the Guarantee
  and Collateral Agreement as if it were a party thereto and by the provisions
  of Section 8 hereof as if it were a Lender party hereto (regardless of whether
  or not such counterparty thereafter continues to be an Agent or a Lender or an
  Affiliate of an Agent or a Lender). 

  "Security Documents": the collective reference to the Guarantee and
  Collateral Agreement, the Collateral Vessel Mortgage and all other security
  documents hereafter delivered to the Administrative Agent granting a Lien on
  any property of any Person to secure the obligations and liabilities of any
  Loan Party under any Loan Document.

  "Senior Note Indenture": the Indenture entered into by Holdings and
  certain of its Subsidiaries with JPMorgan Chase Bank, as trustee, on May 31,
  2002 in connection with the issuance of the Senior Notes, together with all
  instruments and other agreements entered into by Holdings or such Subsidiaries
  in connection therewith, in each case, as the same may be amended,
  supplemented, restated or modified from time to time.

  "Senior Notes": the $250,000,000 aggregate principal amount of 87⁄8%
  senior notes due 2012 of Holdings issued on May 31, 2002 pursuant to the
  Senior Note Indenture.

  "Single Employer Plan": any Plan that is covered by Title IV of
  ERISA, but that is not a Multiemployer Plan.

  "Solvent": with respect to any Person, as of any date of
  determination, (a) the amount of the "present fair saleable value" of the
  assets of such Person will, as of such date, exceed the amount of all
  "liabilities of such Person, contingent or otherwise", as of such date, as
  such quoted terms are determined in accordance with applicable federal and
  state laws governing determinations of the insolvency of debtors, (b) the
  present fair saleable value of the assets of such Person will, as of such
  date, be greater than the amount that will be required to pay the liability of
  such Person on its debts as such debts become absolute and matured, (c) such
  Person will not have, as of such date, an unreasonably small amount of capital
  with which to conduct its business and (d) such Person will be able to pay its
  debts as they mature. For purposes of this definition, (i) "debt" means
  liability on a "claim", and (ii) "claim" means any (A) right to payment,
  whether or not such a right is reduced to judgment, liquidated, unliquidated,
  fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
  secured or unsecured or (B) right to an equitable remedy for breach of
  performance if such breach gives rise to a right to payment, whether or not
  such right to an equitable remedy is reduced to judgment, fixed, contingent,
  matured or unmatured, disputed, undisputed, secured or unsecured.

  "Specified Change of Control": a "Change of Control" (or any other
  defined term having a similar purpose) as defined in the Senior Note
  Indenture.

  "Specified Hedge Agreement": any Hedge Agreement (a) entered into by
  (i) either Borrower or any of its Subsidiaries and (ii) any Qualified
  Counterparty and (b) that has been designated by such Agent or Lender, as the
  case may be, and the relevant Borrower, by notice to the Administrative Agent,
  as a Specified Hedge Agreement. The designation of any Hedge Agreement as a
  Specified Hedge Agreement shall not create in favor of the Qualified
  Counterparty that is a party thereto any rights in connection with the
  management or release of any Collateral or of the obligations of any Guarantor
  under the Guarantee and Collateral Agreement. 

  "Subordinated Intercompany Note": with respect to either Borrower or
  any of its Subsidiaries, as the maker thereof, a promissory note substantially
  in the form of Exhibit D (with such modifications as the Administrative Agent
  may agree to), which promissory note shall evidence all intercompany loans
  which may be made from time to time by the payee thereunder. 

  "Subsidiary": as to any Person, a corporation, partnership, limited
  liability company or other entity of which shares of stock or other ownership
  interests having ordinary voting power (other than stock or such other
  ownership interests having such power only by reason of the happening of a
  contingency) to elect a majority of the board of directors or other managers
  of such corporation, partnership or other entity are at the time owned, or the
  management of which is otherwise controlled, directly or indirectly through
  one or more intermediaries, or both, by such Person. Unless otherwise
  qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
  Agreement shall refer to a Subsidiary or Subsidiaries of either Borrower.

  "Subsidiary Guarantor": each Subsidiary of either Borrower that
  becomes a party to the Guarantee and Collateral Agreement.

  "Title XI Subsidiary Agreements": the agreements existing as of the
  date hereof related to the United States government guaranteed vessel
  financings obtained by Trico Marine International, Inc.

  "Transferee": any Assignee or Participant.

  "Type": as to any Loan, its nature as a Base Rate Loan or a
  Eurodollar Loan.

  "United States": the United States of America.

  "Wholly Owned Subsidiary": as to any Person, any other Person all of
  the Capital Stock of which (other than directors' qualifying shares required
  by law) is owned by such Person directly and/or through other Wholly Owned
  Subsidiaries.

  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that
  is a Wholly Owned Subsidiary of either Borrower.
1.2.  
  Other Definitional Provisions.  (a)  Unless otherwise specified therein,
all terms defined in this Agreement shall have such defined meanings when used
in the other Loan Documents or any certificate or other document made or
delivered pursuant hereto or thereto. 

(b)     As used herein and in the other Loan Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Group Member not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, vessels, equipment, revenues,
accounts, leasehold interests and contract rights and (v) references to
agreements or other Contractual Obligations shall, unless otherwise specified,
be deemed to refer to such agreements or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time (subject to any
applicable restrictions herein). 

(c)     The words "hereof", "herein" and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified. 

(d)     The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms. 

(e)     The expressions "payment in full," "paid in full" and any other similar
terms or phrases when used herein with respect to the Obligations shall mean the
payment in full, in immediately available funds, of all the Obligations. 

SECTION 2.   AMOUNT AND TERMS OF COMMITMENTS; GENERAL

PROVISIONS APPLICABLE TO LOANS 

2.1.     Commitments.  Subject to the terms and conditions hereof, each Lender
severally agrees to make a Loan to the relevant Borrower on the Closing Date in
an amount not to exceed the amount of the Commitment of such Lender. The Loans
may from time to time be Eurodollar Loans or Base Rate Loans, as determined by
the relevant Borrower and notified to the Administrative Agent in accordance
with Sections 2.2 and 2.6. 

2.2.     Procedure for Borrowing.  The relevant Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Closing Date) requesting that the Lenders make the
Loans on the Closing Date and specifying the amount to be borrowed by each
Borrower. The Loans made on the Closing Date shall initially be Base Rate Loans.
Upon receipt of such notice the Administrative Agent shall promptly notify each
Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing
Date each Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Loan or Loans to be
made by such Lender. The Administrative Agent shall credit the account of the
relevant Borrower on the books of such office of the Administrative Agent with
the aggregate of the amounts made available to the Administrative Agent by the
Lenders in immediately available funds. 

2.3.     Repayment of Loans.  The Loan of each Lender shall mature in the
following installments, commencing on June 30, 2004, each of which shall be in
an amount equal to such Lender's Percentage multiplied by the amount set forth
below opposite such installment: 


	
         	
        Installment
	
        Principal Amount

	
         	
        June 30, 2004
	
        $150,000

	
         	
        September 30, 2004
	
        $150,000

	
         	
        December 31, 2004
	
        $150,000

	
         	
        March 31, 2005
	
        $150,000

	
         	
        June 30, 2005
	
        $150,000

	
         	
        September 30, 2005
	
        $150,000

	
         	
        December 31, 2005
	
        $150,000

	
         	
        March 31, 2006
	
        $150,000

	
         	
        June 30, 2006
	
        $150,000

	
         	
        September 30, 2006
	
        $150,000

	
         	
        December 31, 2006
	
        $150,000

	
         	
        March 31, 2007
	
        $150,000

	
         	
        June 30, 2007
	
        $150,000

	
         	
        September 30, 2007
	
        $150,000

	
         	
        December 31, 2007
	
        $150,000

	
         	
        February 1, 2008
	
        $10,000,000

	
         	
        June 30, 2008
	
        $150,000

	
         	
        September 30, 2008
	
        $150,000

	
         	
        December 31, 2008
	
        $150,000

	
         	
        Maturity Date
	
            $42,300,000 or Remainder

        


  
2.4.     Optional Prepayments.  (a)  Each Borrower may at any time and from time to
time after February 1, 2006 (but at no time on or prior to such date) prepay
Loans, in whole or in part, subject to Section 2.4(b), upon irrevocable notice
delivered to the Administrative Agent no later than 11:00 A.M., New York City
time, three Business Days prior thereto in the case of Eurodollar Loans and no
later than 11:00 A.M., New York City time, one Business Day prior thereto in the
case of Base Rate Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans;
provided that if a Eurodollar Loan is prepaid on any day other than the last day
of the Interest Period applicable thereto, such Borrower shall also pay any
amounts owing pursuant to Section 2.14. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid. Partial prepayments of Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof. 

(b)     Each optional prepayment in respect of the Loans on or prior to February
1, 2008 shall be accompanied by a prepayment premium equal to (i) if such
prepayment is made after February 1, 2006 but on or prior to February 1, 2007,
3.0% of the aggregate principal amount of such prepayment, and (ii) if such
prepayment is made after February 1, 2007 but on or prior to February 1, 2008,
1.5% of the aggregate principal amount of such prepayment. 

2.5.    Mandatory Prepayments and Commitment Reductions.  (a)  If on any date any
Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery
Event then, unless a Reinvestment Notice shall be delivered in respect thereof,
such Net Cash Proceeds shall be applied on such date toward the prepayment of
the Loans as set forth in Section 2.5(b); provided that, notwithstanding the
foregoing, on each Reinvestment Prepayment Date, an amount equal to the
Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event
shall be applied toward the prepayment of the Loans as set forth in Section
2.5(b). 

(b)     The application of any prepayment pursuant to Section 2.5 shall be made,
first, to Base Rate Loans and, second, to Eurodollar Loans. Prepayments pursuant
to Section 2.5 shall be applied pro rata against the remaining scheduled
installments due in respect of the Loans under Section 2.3. Each prepayment of
the Loans under Section 2.5 shall be accompanied by accrued interest to the date
of such prepayment on the amount prepaid and shall be subject to Section 2.14,
but shall otherwise be without premium or penalty, except as set forth in the
immediately following sentence. Each prepayment in respect of the Loans pursuant
to Section 2.5 shall be accompanied by a prepayment premium equal to (i) if such
prepayment is made on or after the date hereof but on or prior to February 1,
2007, 3.0% of the aggregate principal amount of such prepayment, and (ii) if
such prepayment is made after February 1, 2007 but on or prior to February 1,
2008, 1.5% of the aggregate principal amount of such prepayment, provided that,
notwithstanding the foregoing, the prepayment premium provided for in this
sentence shall not be payable with respect to the first $10,000,000 of
prepayments of Loans pursuant to Section 2.5 that are made after the date
hereof. 

2.6.     Conversion and Continuation Options.  (a)  The Borrowers may elect from
time to time to convert Eurodollar Loans to Base Rate Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The
Borrowers may elect from time to time to convert Base Rate Loans to Eurodollar
Loans by giving the Administrative Agent prior irrevocable notice of such
election no later than 11:00 A.M., New York City time, on the Business Day
preceding the proposed conversion date (which notice shall specify the length of
the initial Interest Period therefor), provided that no Base Rate Loan may be
converted into a Eurodollar Loan when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such conversions. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. 

(b)     Any Eurodollar Loan may be continued as such upon the expiration of the
then current Interest Period with respect thereto by the relevant Borrower
giving irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the relevant Borrower shall fail
to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall
be automatically converted to Base Rate Loans on the last day of such then
expiring Interest Period. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. 

2.7.     Limitations on Eurodollar Tranches.  Notwithstanding anything to the
contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time. 

2.8.     Interest Rates and Payment Dates, etc.  (a)  Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin. 

(b)     Each Base Rate Loan shall bear interest at a rate per annum equal to the
Base Rate plus the Applicable Margin. 

(c)     (i) If all or a portion of the principal amount of any Loan shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2% and (ii) if all or a portion of any interest payable on
any Loan or any fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable
to Base Rate Loans plus 2%, in each case, with respect to clauses (i) and (ii)
above, from the date of such non-payment until such amount is paid in full
(after as well as before judgment). 

(d)     Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand. 

(e)     The Borrowers jointly and severally agree to pay to the Administrative
Agent the fees in the amounts and on the dates agreed to in writing by the
Borrowers and the Administrative Agent. 

2.9.     Computation of Interest and Fees.  (a)  Interest and fees payable pursuant
hereto shall be calculated on the basis of a 360-day year for the actual days
elapsed, except that, with respect to Base Rate Loans the rate of interest on
which is calculated on the basis of the Prime Rate, the interest thereon shall
be calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed. The Administrative Agent shall as soon as practicable
notify either Borrower and the relevant Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify either
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate. 

(b)     Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
each Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of either Borrower, deliver to such
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.8(a). 

2.10.   Inability to Determine Interest Rate.  If prior to the first day of any
Interest Period: 

(i)     the Administrative Agent shall have determined (which determination shall
be conclusive and binding upon each Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or 

(ii)     the Administrative Agent shall have received notice from the Required
Lenders that the Eurodollar Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period, 

the Administrative Agent shall give telecopy or telephonic notice thereof to
either Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (A) any Eurodollar Loans requested to be made on the first
day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that
were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as Base Rate Loans and (C) any outstanding
Eurodollar Loans shall be converted, on the last day of the then-current
Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans shall be made or continued as
such, nor shall either Borrower have the right to convert Loans to Eurodollar
Loans. 

2.11.   Pro Rata Treatment and Payments.  (a)  The borrowings on the Closing Date
by the Borrowers from the Lenders hereunder and each payment by either Borrower
on account of any fee shall be made pro rata according to the respective
Percentages of the Lenders. 

(b)     Each payment (including each prepayment) by either Borrower on account of
principal of and interest on the Loans shall be made pro rata according to the
respective outstanding principal amounts of the Loans then held by the Lenders.
The amount of each principal prepayment of the Loans shall be applied to reduce
the then remaining installments of the Loans pro rata based upon the then
remaining principal amount thereof. Amounts prepaid on account of the Loans may
not be reborrowed. 

(c)     All payments (including prepayments) to be made by either Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension. 

(d)     Unless the Administrative Agent shall have been notified in writing by
any Lender prior to the borrowing on the Closing Date that such Lender will not
make the amount that would constitute its share of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such Lender
is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the relevant Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Closing Date,
such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the greater of (i) the Federal Funds
Effective Rate and (ii) a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this paragraph shall be conclusive in the
absence of manifest error. If such Lender's share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of the Closing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to Base Rate
Loans, on demand, from either Borrower. 

(e)     Unless the Administrative Agent shall have been notified in writing by
either Borrower prior to the date of any payment due to be made by such Borrower
hereunder that such Borrower will not make such payment to the Administrative
Agent, the Administrative Agent may assume that such Borrower is making such
payment, and the Administrative Agent may, but shall not be required to, in
reliance upon such assumption, make available to the Lenders their respective
pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by such Borrower within three Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate. Nothing herein shall be
deemed to limit the rights of the Administrative Agent or any Lender against
either Borrower. 

2.12.   Requirements of Law.  (a)  If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof: 

(i)     shall subject any Lender to any tax of any kind whatsoever with respect
to this Agreement or any Eurodollar Loan made by it, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-Excluded
Taxes covered by Section 2.13 and changes in the rate of tax on the overall net
income of such Lender); 

(ii)     shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans or other extensions of
credit by, or any other acquisition of funds by, any office of such Lender that
is not otherwise included in the determination of the Eurodollar Rate hereunder;
or 

(iii)     shall impose on such Lender any other condition; 

and the result of any of the foregoing is to increase the cost to such
Lender, by an amount that such Lender deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans, or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrowers shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional
amounts pursuant to this paragraph, it shall promptly notify either Borrower
(with a copy to the Administrative Agent) of the event by reason of which it has
become so entitled. 

(b)     If any Lender shall have determined that the adoption of or any change in
any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any Person controlling such
Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) from any Governmental Authority made subsequent to the
date hereof shall have the effect of reducing the rate of return on such
Lender's or such Person's capital as a consequence of its obligations hereunder
to a level below that which such Lender or such Person could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or such Person's policies with respect to capital adequacy) by an amount deemed
by such Lender to be material, then from time to time, after submission by such
Lender to either Borrower (with a copy to the Administrative Agent) of a written
request therefor, such Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such Person for such reduction. 

(c)     A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to either Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrowers shall
not be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies either
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect. The obligations of each Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder. 

2.13.   Taxes.  (a)  All payments made by or on behalf of a Borrower under this
Agreement or any other Loan Document shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and franchise
taxes (imposed in lieu of net income tax or measured by net income of a
Borrower) imposed on any Agent or any Lender as a result of a present or former
connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes
are required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrowers shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from a Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph. The Borrowers shall make (or cause to be made) any
required withholding and pay (or cause to be paid) the full amount withheld to
the relevant Governmental Authority in accordance with applicable law. 

(b)     In addition, each Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law. 

(c)     Whenever any Non-Excluded Taxes or Other Taxes are payable by either
Borrower, as promptly as possible thereafter such Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by such Borrower showing payment thereof. If either Borrower
fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required
receipts or other required documentary evidence, the Borrowers shall jointly and
severally indemnify the Agents and the Lenders for any incremental taxes,
interest or penalties that may become payable by any Agent or any Lender as a
result of any such failure. 

(d)     Each Lender (or Transferee) that is not a "U.S. Person" as defined in
Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the
relevant Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", a statement substantially in the form of
Exhibit E and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by such Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify such Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to such Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver. 

(e)     A Lender that is entitled to an exemption from or reduction of non-U.S.
withholding tax under the law of the jurisdiction in which either Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to such Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law and as
reasonably requested in writing by such Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate, provided that such Lender
is legally entitled to complete, execute and deliver such documentation and in
such Lender's judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender. 

(f)     If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund of any Non-Excluded Taxes or Other
Taxes as to which it has been indemnified by either Borrower or with respect to
which such Borrower has paid additional amounts pursuant to this Section, it
shall pay over such refund to such Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by such Borrower under this Section
with respect to the Non-Excluded Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of such Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that such Borrower, upon the
request of such Agent or such Lender, agrees to repay the amount paid over to
such Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to such Agent or such Lender in the event such
Agent or such Lender is required to repay such refund to such Governmental
Authority. This paragraph shall not be construed to require any Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to either Borrower or any other Person.


(g)     The Borrowers shall jointly and severally indemnify each Agent and each
Lender for the full amount of Non-Excluded Taxes (to the extent a Borrower would
be required to pay additional amounts with respect to such Non-Excluded Taxes
pursuant to Section 2.13(a)) or Other Taxes arising in connection with payments
made under this Agreement or any other Loan Document (including any Non-Excluded
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.13) paid by such Agent or Lender or any of their respective Affiliates
and any liability (including penalties, additions to tax interest and expenses)
arising therefrom or with respect thereto, whether or not such Non-Excluded
Taxes or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within ten days from the date the relevant Agent
or any Lender or any of their respective Affiliates makes written demand
therefor. 

(h)     The agreements in this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


2.14.   Indemnity.  The Borrowers jointly and severally agree to indemnify each
Lender and to hold each Lender harmless from any cost, liability, obligation,
loss or expense that such Lender may sustain or incur as a consequence of (a)
default by either Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after either Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by either Borrower in making any prepayment of or conversion from
Eurodollar Loans after such Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment of
Eurodollar Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. A certificate as to any amounts payable pursuant to this
Section submitted to either Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


2.15.   Change of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.12 or 2.13(a) with
respect to such Lender, it will, if requested by either Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans affected by such event with the object of
avoiding the consequences of such event; provided that such designation is made
on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage, and
provided, further, that nothing in this Section shall affect or postpone any of
the obligations of the Borrowers or the rights of any Lender pursuant to Section
2.12 or 2.13(a). 

2.16.     Replacement of Lenders.  The Borrowers shall be permitted to replace any
Lender that (a) requests reimbursement for amounts owing pursuant to Section
2.12 or 2.13(a) or (b) defaults in its obligation to make Loans hereunder, with
a replacement financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iii) prior to any
such replacement, such Lender shall have taken no action under Section 2.15 so
as to eliminate the continued need for payment of amounts owing pursuant to
Section 2.12 or 2.13(a), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on
or prior to the date of replacement, (v) the Borrowers shall be liable to such
replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 9.6 (provided that the Borrowers shall be obligated to
pay the registration and processing fee referred to therein), (viii) until such
time as such replacement shall be consummated, the Borrowers shall pay all
additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the
case may be, and (ix) any such replacement shall not be deemed to be a waiver of
any rights that the Borrowers, the Administrative Agent or any other Lender
shall have against the replaced Lender. 

2.17.   Evidence of Debt.  (a)  Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing Indebtedness of the Borrowers
to such Lender resulting from each Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement. 

(b)     The Administrative Agent, on behalf of the Borrowers, shall maintain the
Register pursuant to Section 9.6(b), and a subaccount therein for each Lender,
in which shall be recorded (i) the amount of each Loan made hereunder and any
Note evidencing such Loan, the Type of such Loan and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrowers to each Lender hereunder and
(iii) both the amount of any sum received by the Administrative Agent hereunder
from the Borrowers and each Lender's share thereof. 

(c)     The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.17(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrowers therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the Loans made
to such Borrower by such Lender in accordance with the terms of this Agreement.


(d)     The Borrowers agree that, upon the request to the Administrative Agent by
any Lender, the Borrowers will execute and deliver to such Lender a promissory
note of the Borrowers evidencing any Loans of such Lender, substantially in the
form of Exhibit F with appropriate insertions as to date and principal amount.


2.18.   Illegality.  Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b)
such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be
required pursuant to Section 2.14. 

SECTION 3.   REPRESENTATIONS AND WARRANTIES 

To induce the Agents and the Lenders to enter into this Agreement and to make
the Loans, the Borrowers hereby jointly and severally represent and warrant to
each Agent and each Lender that: 

3.1.     Financial Condition.  (a)  The unaudited pro forma consolidated balance
sheet of Holdings and its consolidated Subsidiaries (including the notes
thereto) (the "Pro Forma Balance Sheet") as at September 30, 2003, a copy of
which has heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (A) the Loans to be made
on the Closing Date and the use of proceeds thereof and (B) the payment of fees
and expenses in connection with the foregoing. The Pro Forma Balance Sheet has
been prepared based on the best information available to Holdings as of the date
of delivery thereof, and presents fairly on a pro forma basis the estimated
financial position of Holdings and its consolidated Subsidiaries as at September
30, 2003, assuming that the events specified in the preceding sentence had
actually occurred at such date. 

(b)     The audited consolidated balance sheets of Holdings and its consolidated
Subsidiaries as at December 31, 2002, December 31, 2001 and December 31, 2000,
and the related consolidated statements of income and of cash flows for the
fiscal years ended on such dates, reported on by and accompanied by an
unqualified report from PricewaterhouseCoopers LLP, present fairly the
consolidated financial condition of Holdings and its consolidated Subsidiaries
as at such date, and the consolidated results of its operations and its
consolidated cash flows for the respective fiscal years then ended. The
unaudited consolidated balance sheet of Holdings and its consolidated
Subsidiaries as at September 30, 2003, and the related unaudited consolidated
statements of income and cash flows for the nine month period ended on such
date, present fairly the consolidated financial condition of Holdings and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the nine month period then ended.
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). No Group Member has any material
Guarantee Obligations, contingent liabilities or liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected in the most recent
financial statements referred to in this paragraph. During the period from
September 30, 2003 to and including the date hereof there has been no
Disposition by any Group Member of any material part of its business or
property. 

3.2.     No Change.  Since December 31, 2002, there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect. 

3.3.     Corporate Existence; Compliance with Law.  Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect. 

3.4.     Power; Authorization; Enforceable Obligations.  Each Loan Party has the
power and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and, in the case of each Borrower, to obtain
extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of each Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the Loan Documents or the consummation of any of the transactions contemplated
hereby or thereby, except (i) consents, authorizations, filings and notices
described in Schedule 3.4, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and (ii) the filings
referred to in Section 3.19. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). 

3.5.     No Legal Bar.  The execution, delivery and performance of this Agreement
and the other Loan Documents, the borrowings hereunder, the use of the proceeds
thereof and the consummation of the transactions contemplated hereby or thereby
will not violate any Requirement of Law or any Contractual Obligation of any
Group Member and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents). No Requirement of Law or Contractual
Obligation applicable to either Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect. 

3.6.     Litigation.  No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of either
Borrower, threatened by or against any Group Member or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby or (b) that could
reasonably be expected to have a Material Adverse Effect. 

3.7.     No Default.  No Group Member is in default under or with respect to any
of its Contractual Obligations in any respect that could reasonably be expected
to have a Material Adverse Effect. No Default or Event of Default has occurred
and is continuing. 

3.8.     Ownership of Property; Liens.  Each Group Member has title in fee simple
to, or a valid leasehold interest in, all its real property, and good and marketable title to, or a valid leasehold interest in, all its other property,
and none of such property is subject to any Lien except as permitted by Section
6.2. 

3.9.     Intellectual Property.  Each Group Member owns, or is licensed to use,
all Intellectual Property necessary for the conduct of its business as currently
conducted. No material claim has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property or the validity
or effectiveness of any Intellectual Property, nor does either Borrower know of
any valid basis for any such claim. The use of Intellectual Property by each
Group Member does not infringe on the rights of any Person in any material
respect. 

3.10.   Taxes.  Each Group Member has filed or caused to be filed all Federal,
state and other material tax returns that are required to be filed and has paid
all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than
any taxes the amount or validity of which are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of either Borrower or any
of its Subsidiaries, as the case may be); the contents of all such material tax
returns are correct and complete; to the knowledge of each Borrower no tax Lien
has been filed and no claim is being asserted, with respect to any such tax, fee
or other charge. No Group Member (a) intends the Loans or any other transaction
contemplated hereby to be a "reportable transaction" (within the meaning of
Treasury Regulation 1.6011-4) or (b) is aware of any facts or events that would
result in such treatment. 

3.11.   Federal Regulations.  No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for "buying" or "carrying" any
"margin stock" within the respective meanings of each of the quoted terms under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the Regulations of the Board. If requested by
any Lender or the Administrative Agent, each Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable,
referred to in Regulation U. 

3.12.   Labor Matters.  Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against any Group Member pending or, to the knowledge of either
Borrower, threatened; (b) hours worked by and payment made to employees of each
Group Member have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from any Group Member on account of employee health and welfare
insurance have been paid or accrued as a liability on the books of the relevant
Group Member. 

3.13.   ERISA.  Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. No Borrower or any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan that has
resulted or could reasonably be expected to result in a material liability under
ERISA, and no Borrower or any Commonly Controlled Entity would become subject to
any material liability under ERISA if such Borrower or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this representation
is made or deemed made. No such Multiemployer Plan is in Reorganization or
Insolvent. Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. All
contributions required to be made with respect to a Foreign Pension Plan have
been timely made. No Group Member has incurred any obligation in connection with
the termination of, or withdrawal from, any Foreign Pension Plan. The present
value of the accrued benefit liabilities (whether or not vested) under each
Foreign Pension Plan, determined as of the end of the Borrowers' 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. 

3.14.   Investment Company Act; Other Regulations.  No Loan Party is an
"investment company", or a company "controlled" by an "investment company", in
each case within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness. 

3.15.   Subsidiaries.  Except as disclosed to the Administrative Agent by either
Borrower in writing from time to time after the Closing Date, (a) Schedule 3.15
sets forth the name and jurisdiction of incorporation of each Subsidiary of
either Borrower and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Group Member and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors' qualifying shares) of any nature relating to any Capital Stock of
either Borrower or any of its Subsidiaries, except as created by the Loan
Documents. As of the Closing Date, no Subsidiary of Holdings (other than the
Borrowers) guarantees the obligations of Holdings under the Senior Notes. 

3.16.   Use of Proceeds.  The proceeds of the Loans shall be used on the Closing
Date to refinance all amounts outstanding under the Existing Credit Agreement
and to pay related fees and expenses and thereafter for general corporate
purposes. 

3.17.   Environmental Matters.  Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: 

(a)     the facilities, vessels and other properties owned, leased or operated by
any Group Member (the "Properties") do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or concentrations
or under circumstances that constitute or constituted a violation of, or could
give rise to liability under, any Environmental Law; 

(b)     no Group Member has received or is aware of any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the "Business"),
nor does either Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened; 

(c)     Materials of Environmental Concern have not been transported by or to or
Released from the Properties (or from any facilities, vessels or other
properties formerly owned, leased or operated by any Group Member or otherwise
in connection with the Business) in violation of, or in a manner or to a
location that could give rise to liability under, any Environmental Law, nor
have any Materials of Environmental Concern been generated, treated, stored or
Released at, on or under any of the Properties in violation of, or in a manner
that could give rise to liability under, any applicable Environmental Law; 

(d)     no judicial proceeding or governmental or administrative action is
pending or, to the knowledge of either Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to any Group Member, the Properties or the Business; 

(e)     there has been no Release or threat of Release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of any Group Member in connection with the Properties, any
facilities, vessels or other properties formerly owned, leased or operated by
any Group Member or otherwise in connection with the Business, in violation of
or in amounts or in a manner that could give rise to liability under
Environmental Laws; 

(f)     the Properties and all operations at the Properties are in compliance,
and have in the last five years been in compliance, with all applicable
Environmental Laws, including any and all permits, licenses or registrations
required under Environmental Laws, and no Group Member has any liability under
Environmental Laws; 

(g)     there are no facts, circumstances, conditions or occurrences in respect
of any of the Properties that are reasonably likely to (i) form the basis of any
action, suit, claim or other judicial or administrative proceeding relating to
liability under or noncompliance with Environmental Law on the part of any Group
Member, (ii) cause any Properties to become subject to any Lien, restriction on
ownership, occupancy, use or transferability under any Environmental Law or
(iii) require any Properties to be upgraded or modified in order to remain in
compliance with Environmental Law; and 

(h)     no Group Member has assumed any liability of any other Person under
Environmental Laws. 

3.18.   Accuracy of Information, etc.   No statement or information contained in
this Agreement, any other Loan Document or any other document, certificate or
statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents, when
taken as a whole, contained as of the date such statement, information, document
or certificate was so furnished any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained
herein or therein not misleading. There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect. 

3.19.   Security Documents.  (a)  The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds and products thereof. The Lien granted
by the Guarantee and Collateral Agreement shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Collateral and the proceeds thereof, as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in each case
prior and superior in right to any other Person (except, in the case of
Collateral other than the Pledged Stock, Liens expressly permitted by Section
6.2) (i) in the case of the Pledged Stock, when certificates representing such
Pledged Stock are delivered to the Administrative Agent together with
appropriate instruments of transfer endorsed in blank and (ii) in the case of
any other Collateral, when the financing statements and other filings in
appropriate form are filed in the offices specified in Schedule 3.19(a). 

(b)     Each Collateral Vessel Mortgage is effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable Lien on the Collateral Vessels described therein and proceeds and
products thereof, and when each Collateral Vessel Mortgage is filed in the
offices specified on Schedule 3.19(b), the Lien created by each such Collateral
Vessel Mortgage shall constitute a fully perfected first preferred mortgage Lien
on, and security interest in, all right, title and interest of the Loan Parties
in the Collateral Vessels and the proceeds thereof, as security for the
Obligations (as defined in the relevant Collateral Vessel Mortgage), in each
case prior and superior in right to any other Person (except Permitted
Collateral Vessel Liens). 

3.20.     Solvency.  Each Loan Party is, and after giving effect to the incurrence
of all Indebtedness and obligations being incurred in connection herewith will
be and will continue to be, Solvent. 

3.21.     Collateral Vessels.  (a)  The name, flag, registry, location, official
number, registered owner and current classification status of each Collateral
Vessel is set forth on Schedule 1.1(a). Each Collateral Vessel (i) is registered
and flagged in the United States on the Closing Date, (ii) is owned and operated
by a Borrower or a Subsidiary Guarantor, (iii) that is operated, is operated in
all material respects in compliance with all Requirements of Law (including, in
the case of each Collateral Vessel that is in class on the Closing Date,
compliance in all material respects with all requirements of such classification
as required by the United States Coast Guard or other nationally recognized
classification society) and (iv) is maintained in accordance with all
requirements set forth herein and in the Security Documents. Each Collateral
Vessel is covered by all such insurance as is required by the respective
Collateral Vessel Mortgage. The Borrowers and their Subsidiaries have made all
required payments and contributions to statutory environmental insurance schemes
and other environmental insurance schemes applicable to the Borrowers and their
Subsidiaries and customary for the business and operations conducted by them.


(b)     Each Borrower and each Subsidiary Guarantor that owns or operates one or
more Collateral Vessels is qualified to own and operate such Collateral Vessels
under the laws of the United States. 

SECTION 4.   CONDITIONS PRECEDENT 

The agreement of each Lender to make the Loans requested to be made hereunder
is subject to the satisfaction, prior to or concurrently with the making of such
Loans on the Closing Date, of the following conditions precedent: 

(a)     Credit Agreement; Guarantee and Collateral Agreement.  The Administrative
Agent shall have received (i) this Agreement, or, in the case of the Lenders, an
Addendum, executed and delivered by each Agent, each Borrower and each Person
that is a Lender as of the Closing Date, (ii) the Guarantee and Collateral
Agreement, executed and delivered by Holdings, each Borrower and each Subsidiary
Guarantor and (iii) a Subordinated Intercompany Note executed by Holdings and
each of its Subsidiaries. 

(b)     Existing Credit Agreement.  (i)  The Administrative Agent shall have
received satisfactory evidence that the Existing Credit Agreement shall have
been terminated, all amounts then due and payable or to become due and payable
(other than indemnification obligations not yet having been requested)
thereunder shall have been paid in full and all commitments and reimbursement
obligations thereunder shall have been terminated and (ii) satisfactory
arrangements shall have been made for the termination of all Liens granted in
connection therewith, in each case on terms and conditions satisfactory to the
Administrative Agent. After giving effect to the transactions contemplated
hereby (including the use of the proceeds hereof), neither Borrower or any of
its Subsidiaries shall have any outstanding Indebtedness except the Indebtedness
under the Loan Documents and such other Indebtedness acceptable to the
Administrative Agent, in its discretion, and listed on Schedule 6.1(e). 

(c)     Pro Forma Balance Sheet; Financial Statements.  The Lenders shall have
received the Pro Forma Balance Sheet and the audited and unaudited financial
statements referred to in Section 3.1(b). 

(d)     Approvals.  All governmental and third party approvals necessary, or in
the discretion of the Administrative Agent, advisable in connection with the
continuing operations of the Group Members and the transactions contemplated
hereby shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority that would restrain, prevent or otherwise
impose adverse conditions on the transactions contemplated hereby. 

(e)     Lien Searches; Abstracts of Title.  The Administrative Agent shall have
received the results of a recent lien search in each of the jurisdictions where
the Group Members are organized and where assets of the Loan Parties are
located, and such search shall reveal no Liens on any of the assets of the Loan
Parties except for Liens expressly permitted by Section 6.2 or discharged (or
with respect to which satisfactory arrangements shall have been made for such
discharge on terms and conditions satisfactory to the Administrative Agent) on
or prior to the Closing Date pursuant to documentation satisfactory to the
Administrative Agent. The Administrative Agent shall have received abstracts of
title or, at its discretion, a certificate of ownership with respect to the
Collateral Vessels and such abstracts of title or certificate of ownership shall
reveal no Liens on such Collateral Vessels except for Liens in favor of the
lenders under the Existing Credit Agreement (which Liens shall be discharged (or
satisfactory arrangements shall have been made for such discharge on terms and
conditions satisfactory to the Administrative Agent) on or prior to the Closing
Date pursuant to documentation satisfactory to the Administrative Agent). 

(f)     Fees.  The Lenders and the Agents shall have received all fees required to
be paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the Closing Date.
All such amounts will be paid with proceeds of Loans made on the Closing Date
and will be reflected in the funding instructions given by the Borrowers to the
Administrative Agent on or before the Closing Date. 

(g)     Closing Certificate.  The Administrative Agent shall have received a
certificate of each Loan Party, dated the Closing Date, substantially in the
form of Exhibit G, with appropriate insertions and attachments including the
certificate of incorporation or formation of each Loan Party certified by the
relevant authority of the jurisdiction of organization of such Loan Party and a
long form good standing certificate for each Loan Party from its jurisdiction of
organization. 

(h)     Legal Opinion.  The Administrative Agent and the Lenders shall have
received the executed legal opinion of (a) Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel to the Borrowers and their Subsidiaries,
substantially in the form of Exhibit H and (b) special New York counsel to the
Borrowers and their Subsidiaries covering such matters relating to the Loan
Documents and the transactions contemplated thereby as the Administrative Agent
shall reasonably request and which are customary for transactions of the type
contemplated hereby. Such legal opinions shall cover such other matters incident
to the transactions contemplated by this Agreement as the Administrative Agent
or a Lender may reasonably require. 

(i)     Pledged Stock; Stock Power.  The Administrative Agent shall have received
the certificates representing the shares of Pledged Stock pledged pursuant to
the Guarantee and Collateral Agreement, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of the pledgor thereof. 

(j)     Filings, Registrations and Recordings.  Each document (including any
Uniform Commercial Code financing statement) required by the Security Documents
or under law or reasonably requested by the Administrative Agent to be filed,
registered or recorded in order to create in favor of the Administrative Agent,
for the benefit of the Secured Parties, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than,
in the case of Collateral other than the Pledged Stock, with respect to Liens
expressly permitted by Section 6.2), shall be in proper form for filing,
registration or recordation and delivered to the Administrative Agent, as
applicable. 

(k)     Collateral Vessel Mortgage.  The Administrative Agent shall have received
a first preferred mortgage (as amended, modified or supplemented from time to
time in accordance with the terms thereof and hereof, a "Collateral Vessel
Mortgage") substantially in the form of Exhibit I executed and delivered by a
duly authorized officer of each party thereto, with respect to each Collateral
Vessel, and such Collateral Vessel Mortgage shall be effective to create in
favor of the Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority mortgage Lien on the Collateral Vessels, prior and
superior in right to any other Person (other than Permitted Collateral Vessel
Liens) and shall be in proper form for recording in the appropriate vessel
registry and delivered to the Administrative Agent. All filings, deliveries of
instruments and other actions necessary, or in the discretion of the
Administrative Agent, advisable to protect and preserve such security interests
shall have been duly effected (or arrangements satisfactory to the
Administrative Agent shall have been made) and the Administrative Agent shall
have received evidence thereof in form and substance satisfactory to the
Administrative Agent. 

(l)     Solvency Certificate.  The Administrative Agent shall have received and
shall be reasonably satisfied with a solvency certificate of the chief financial
officer of the Loan Parties substantially in the form of Exhibit J. 

(m)     Insurance.  The Administrative Agent shall have received insurance
certificates from independent marine insurance brokers certifying that all
insurance maintained by each Borrower or any of its Subsidiaries in respect of
the Collateral Vessels is placed with such insurance companies, in such amounts,
against such risks and in such form as are customarily insured against by
similarly situated insureds, for the protection of the Administrative Agent, as
mortgagee, and otherwise satisfy the requirements of Section 3.13 of each
Collateral Vessel Mortgage. 

(n)     Collateral Vessels.  The Administrative Agent shall have received with
respect to each Collateral Vessel (i) a copy of its Certificate of
Documentation, (ii) a copy of its most recent ABS Certification and (iii) if
applicable, a copy of its Certificate of Financial Responsibility. 

(o)     Miscellaneous.  The Administrative Agent shall have received such other
documents, agreements, certificates and information as it shall reasonably
request. 

(p)     No Default.  Both before and after giving effect to such Loans and the
application of the proceeds thereof, no Default or Event of Default shall have
occurred and be continuing. 

(q)     Representations and Warranties.  Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on and as of such date as if made on and as of such date after
giving effect to the Loans requested to be made on such date and the application
of the proceeds thereof. 

SECTION 5.   AFFIRMATIVE COVENANTS 

The Borrowers hereby jointly and severally agree that, so long as the
Commitments remain in effect or any Loan or other amount is owing to any Lender
or Agent hereunder, each of the Borrowers shall and shall cause each of its
Subsidiaries to: 

5.1.     Financial Statements.  Furnish to the Administrative Agent and each
Lender: 

(a)     as soon as available, but in any event within 90 days after the end of
each fiscal year of Holdings, a copy of the audited consolidated balance sheet
of Holdings and its consolidated Subsidiaries as at the end of such year and the
related audited consolidated statements of income and of cash flows for such
year, setting forth in each case in comparative form the figures for the
previous year, reported on without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, by
PricewaterhouseCoopers LLP or other independent certified public accountants of
nationally recognized standing; and 

(b)     as soon as available, but in any event not later than 45 days after the
end of each of the first three quarterly periods of each fiscal year of
Holdings, the unaudited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures for the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments). 

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein). 

5.2.     Certificates; Other Information.  Furnish to the Administrative Agent and
each Lender (or, in the case of clause (g), to the relevant Lender): 

(a)     (i) concurrently with the delivery of the financial statements referred
to in Section 5.1(a), so long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, a
written statement of the independent certified public accountants reporting on
such financial statements stating that in making the examination necessary for
an audit of such financial statements nothing has come to their attention that
would lead them to believe that either of the Borrowers has violated any of the
provisions of Section 5 or Section 6 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof (it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation), and (ii)
promptly after receipt thereof, copies of all "management letters" received from
the independent certified public accountants referred to in clause (i) and
management's response thereto; 

(b)     concurrently with the delivery of any financial statements pursuant to
Section 5.1, a certificate of a Responsible Officer stating that, to the best of
each such Responsible Officer's knowledge, each Loan Party during such period
has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Responsible Officer has obtained no knowledge of any Default or
Event of Default, except as specified in such certificate; 

(c)     as soon as available, and in any event no later than 15 days after the
end of each fiscal year of Holdings a detailed consolidated budget for the
following fiscal year (including a projected consolidated balance sheet of
Holdings and its consolidated Subsidiaries as of the end of the following fiscal
year, the related consolidated statements of projected cash flow, projected
changes in financial position and projected income and a description of the
underlying assumptions applicable thereto), and, as soon as available,
significant revisions, if any, of such budget and projections with respect to
such fiscal year (collectively, the "Projections"), which Projections shall in
each case be accompanied by a certificate of a Responsible Officer stating that
such Projections are based on good faith estimates, information and assumptions
and that such Responsible Officer has no reason to believe that such Projections
are incorrect or misleading in any material respect; 

(d)     if Holdings is not then a reporting company under the Securities Exchange
Act of 1934, as amended, within 45 days after the end of each of the first three
fiscal quarters of Holdings and within 90 days after the end of each fiscal year
of Holdings, a narrative discussion and analysis of the financial condition and
results of operations of Holdings and its Subsidiaries (including the Borrowers
and their Subsidiaries) for such fiscal quarter or fiscal year and for the
period from the beginning of the then current fiscal year to the end of such
fiscal quarter or fiscal year, as compared to the portion of the Projections
covering such periods and to the comparable periods of the previous year; 

(e)     no later than 10 Business Days prior to the effectiveness thereof, copies
of substantially final drafts of any proposed amendment, supplement, waiver or
other modification with respect to the Senior Note Indenture; 

(f)     within five days after the same are sent, copies of all financial
statements and reports that Holdings or either of the Borrowers sends to the
holders of any class of its debt securities or public equity securities and,
within five days after the same are filed, copies of all financial statements
and reports that Holdings or either of the Borrowers may make to, or file with,
the SEC; and 

(g)     promptly, such additional financial and other information as any Lender
may from time to time reasonably request. 

5.3.     Payment of Obligations.  Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its material
obligations of whatever nature (including all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property), except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the relevant Group Member. 

5.4.     Maintenance of Existence; Compliance.  (a)  (i) Preserve, renew and keep
in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges, permits and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 6.3 and except, in the case of clause
(ii) above, to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect. 

5.5.     Maintenance of Property; Insurance; Collateral Vessel Registration and
Flag.  (a)  Keep all Collateral Vessels and all other property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted (it being understood that this clause (a) shall not impose any
requirements with respect to the classification of any Collateral Vessel that
are in addition to those requirements set forth in clause (e) below); (b)
maintain all Collateral Vessels and such other property in accordance with all
requirements set forth herein and in the Security Documents; (c) maintain with
financially sound and reputable insurance companies insurance on all its
property, including the Collateral Vessels, in at least such amounts and against
at least such risks (but including in any event public liability and hull
damage) as are usually insured against in the same general area by companies
engaged in the same or a similar business; (d) in addition to the requirements
of clause (c) above, comply with all insurance requirements contained in any
Collateral Vessel Mortgage; (e) maintain each Collateral Vessel that is at any
time in operation in compliance with the requirements of the American Bureau of
Shipping (or any other classification society acceptable to the Administrative
Agent) for the highest classification for vessels of like age and type, and upon
the Administrative Agent's or any Lender's request therefor, promptly provide
copies of certificates duly issued by the American Bureau of Shipping (or such
other classification society) to such effect, free of all recommendations and
notations of such classification society affecting class; and (f) keep all
Collateral Vessels registered and flagged in the United States, provided that
either Borrower or any Subsidiary Guarantor that shall own any Collateral Vessel
may provide for such Collateral Vessel to be re-registered or re-flagged in a
jurisdiction other than the United States so long as each of the following
conditions are satisfied (and prior to such re-registration or re-flagging a
Responsible Officer of either Borrower certifies in writing to the
Administrative Agent that each of the following conditions have been satisfied):
(i) at the time of such re-registration or re-flagging, no Default or Event of
Default shall have occurred and be continuing or would result therefrom, (ii) at
the time of such re-registration or re-flagging and after giving effect thereto,
no more than five Collateral Vessels shall be registered or flagged outside of
the United States, (iii) the Collateral Vessel subject to such re-registration
or re-flagging shall be re-registered and re-flagged in a Permitted
Jurisdiction, in addition to any dual registration or flag, (iv) a first
preferred mortgage under the laws of such Permitted Jurisdiction shall have been
executed by a duly authorized officer of each party thereto and delivered to the
Administrative Agent, for the benefit of the Secured Parties, with respect to
such Collateral Vessel in accordance with the provisions of Section 5.9(e) and
(v) such first preferred mortgage shall be effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority mortgage Lien on such Collateral Vessel, enforceable in the courts of
the United States for the Southern District of New York against the mortgagor
thereunder (i.e., in personam) (but not necessarily with respect to the vessel
covered thereby (i.e., in rem) unless such vessel is located in such district)
and prior and superior in right to any other Person (other than Permitted
Collateral Vessel Liens), and shall be in proper form for recording in the
appropriate vessel registry and delivered to the Administrative Agent. Upon the
receipt of any such certificate of a Responsible Officer of either Borrower
described in the immediately preceding sentence, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender) to take any action on its behalf under the provisions
of this Agreement and the other Loan Documents requested by either Borrower,
including giving consent to such re-registration or re-flagging to the National
Vessel Documentation Center (and the execution of any documents in connection
therewith), to the extent necessary to permit the consummation of such
re-registration or re-flagging described in the immediately preceding sentence.


5.6.     Inspection of Property; Books and Records; Discussions.  (a)  Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and (b) permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its or Holdings' books and records at any
reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the Group
Members or Holdings with officers and employees of the Group Members or Holdings
and with their (or Holdings') independent certified public accountants. 

5.7.     Notices.  Promptly give notice to the Administrative Agent and each
Lender of: 

(a)     the occurrence of any Default or Event of Default; 

(b)     any (i) default or event of default under any Contractual Obligation of
any Group Member or under the Senior Note Indenture or (ii) litigation,
investigation or proceeding that may exist at any time between any Group Member
and any Governmental Authority, or any notice of violation that may be issued by
any Governmental Authority to any Group Member, that in each case, if not cured
or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect; 

(c)     any litigation or proceeding affecting any Group Member (i) in which the
amount involved is $1,000,000 or more and not covered by insurance, (ii) in
which injunctive or similar relief is sought or (iii) which relates to any Loan
Document; 

(d)     the following events, as soon as possible and in any event within 30 days
after either Borrower knows or has reason to know thereof: (i) the occurrence of
any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan, (ii) the institution of proceedings or the taking of any
other action by the PBGC or either Borrower or any Commonly Controlled Entity or
any Multiemployer Plan with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Plan, (iii) the failure to make any
required contribution to any Plan or any Foreign Pension Plan or (iv) the
incurrence by any Group Member of any other material liability pursuant to any
Plan or Foreign Pension Plan; 

(e)     any actual or constructive total loss of a Collateral Vessel (or the
agreed or compromised total loss of a Collateral Vessel) or any capture,
condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or
any other taking of title to, a Collateral Vessel; and 

(f)     any development or event that has had or could reasonably be expected to
have a Material Adverse Effect. 

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Borrower or the relevant Subsidiary
proposes to take with respect thereto. 

5.8.     Environmental Laws.  (a)  Comply in all material respects with, and ensure
compliance in all material respects by all tenants and subtenants, if any, with,
all applicable Environmental Laws, and obtain and comply in all material
respects with and maintain, and ensure that all tenants and subtenants obtain
and comply in all material respects with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws. 

(b)     Conduct and complete all investigations, studies, sampling and testing,
and all remedial, removal and other actions required under Environmental Laws
and promptly comply in all material respects with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws. 

(c)     Keep or cause to be kept all Properties free and clear of any material
Lien imposed pursuant to any Environmental Laws. 

(d)     Generate, use, treat, store, Release or permit the generation, use,
treatment, storage or Release of Materials of Environmental Concern on any of
its Properties or otherwise in connection with the ownership or operation of the
Business (except as is required for the operation of the Business) in material
compliance with all applicable Environmental Laws and in a manner that is not
reasonably likely to result in any material liabilities of any Group Member
under any Environmental Law. 

5.9.     Additional Collateral, Subsidiary Guarantors.  (a)  With respect to any
property constituting Collateral that is acquired or created after the Closing
Date by any Group Member (other than any property described in paragraph (d)
below), including any deposit account (and all cash and other deposits therein)
which shall contain the Net Cash Proceeds resulting from any Asset Sale or
Recovery Event, and as to which the Administrative Agent, for the benefit of the
Secured Parties, does not have a perfected Lien, promptly (i) execute and
deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement or such other documents (including, in the case of any such
deposit account, a customary control agreement in form and substance
satisfactory to the Administrative Agent) as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Secured Parties, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
such property, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative
Agent. 

(b)     With respect to any Subsidiary, whether existing as of the Closing Date
or created or acquired after the Closing Date by any Group Member, which shall
at any time after the Closing Date own or hold title to a Collateral Vessel,
promptly (to the extent not previously done) (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to cause such
Subsidiary to become a party to the Guarantee and Collateral Agreement and to
grant to the Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Capital Stock of such
Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Group Member, (iii) execute and deliver to the Administrative Agent
such amendments to the Collateral Vessel Mortgage as the Administrative Agent
deems necessary or advisable to cause such Subsidiary to become a party to the
Collateral Vessel Mortgage and to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
such Collateral Vessel, prior and superior in right to any other Person (except
Permitted Collateral Vessel Liens) and (iv) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent. 

(c)     With respect to any Subsidiary that (i) is required pursuant to the
Senior Notes or the Senior Note Indenture to become a guarantor of Holdings'
obligations under the Senior Notes or the Senior Note Indenture or (ii) shall
own or hold title to a Collateral Vessel, promptly (A) cause such Subsidiary to
become a party to the Guarantee and Collateral Agreement (and pursuant thereto
to provide guarantees of the Obligations), (B) take such other action as may be
necessary or, in the opinion of the Administrative Agent, desirable to provide
for the guarantee by such Subsidiary of the Obligations and (C) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent. 

(d)     With respect to any seagoing vessel or tanker that is acquired after the
Closing Date by any Group Member and is specified in a Reinvestment Notice to be
a "Collateral Vessel", promptly (i) execute and deliver to the Administrative
Agent a first preferred mortgage in the form of Exhibit I with respect to such
vessel or tanker and take such other actions as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Secured Parties, a perfected first priority security interest in such vessel
or tanker, prior and superior in right to any other Person (except Permitted
Collateral Vessel Liens) and (ii) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent. 

(e)     With respect to any Collateral Vessel that is re-registered or re-flagged
outside of the United States in accordance with the provisions of Section 5.5,
promptly (i) execute and deliver to the Administrative Agent a first preferred
mortgage in form and substance satisfactory to the Administrative Agent with
respect to such Collateral Vessel and take such other actions as the
Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Secured Parties, a perfected first priority
security interest in such Collateral Vessel, prior and superior in right to any
other Person (except Permitted Collateral Vessel Liens) and (ii) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above and in Section 5.5(f), which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent. 

5.10.   Further Assurances.  From time to time execute and deliver, or cause to
be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing
the rights of the Administrative Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds
thereof or with respect to any other property or assets hereafter acquired by
either Borrower or any of its Subsidiaries which may be deemed to be part of the
Collateral) pursuant hereto or thereto. Upon the exercise by the Administrative
Agent or any Lender of any power, right, privilege or remedy pursuant to this
Agreement or the other Loan Documents which requires any consent, approval,
recording qualification or authorization of any Governmental Authority, each
Borrower will execute and deliver, or will cause the execution and delivery of,
all applications, certifications, instruments and other documents and papers
that the Administrative Agent or such Lenders may be required to obtain from
either Borrower or any of its Subsidiaries for such governmental consent,
approval, recording, qualification or authorization. 

SECTION 6.   NEGATIVE COVENANTS 

The Borrowers hereby jointly and severally agree that, so long as the
Commitments remain in effect or any Loan or other amount is owing to any Lender
or Agent hereunder, each of the Borrowers shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly: 

6.1.     Indebtedness.  Create, issue, incur, assume, become liable in respect of
or suffer to exist any Indebtedness, except: 

(a)     Indebtedness of any Loan Party pursuant to any Loan Document; 

(b)     unsecured intercompany Indebtedness of either Borrower or any of its
Subsidiaries to the extent permitted by Section 6.6(f), (g) or (h), provided
that any such Indebtedness described in this clause shall be evidenced by a
Subordinated Intercompany Note; 

(c)     Guarantee Obligations incurred in the ordinary course of business by
either Borrower or any of its Subsidiaries of obligations of either Borrower,
any Subsidiary Guarantor and, subject to Section 6.6(g), of any Subsidiary that
is not a Subsidiary Guarantor; 

(d)     Indebtedness outstanding on the date hereof and listed on Schedule 6.1(d)
and any Permitted Refinancings thereof; 

(e)     Indebtedness (including Permitted Refinancings thereof) (i) evidencing
the deferred purchase price of newly acquired property or incurred to finance
the acquisition, construction or improvement of equipment or other property of
either Borrower or any of its Subsidiaries (pursuant to purchase money mortgages
or otherwise, whether owed to the seller or a third party) used in the ordinary
course of business of either Borrower and its Subsidiaries (provided, that such
Indebtedness is incurred within 90 days of the acquisition, construction or
improvement of such property) and (ii) Capital Lease Obligations secured, in the
case of each of clauses (i) and (ii), by Liens permitted by Section 6.2(g) and
in an aggregate principal amount for clauses (i) and (ii) taken together not to
exceed $20,000,000 at any one time outstanding; 

(f)     Hedge Agreements permitted under Section 6.10; 

(g)     unsecured Guarantee Obligations of either Borrower or any of its
Subsidiaries that are Subsidiary Guarantors of Indebtedness in respect of the
Senior Notes in an aggregate principal amount not to exceed $250,000,000 (less
the amount of any repayments of principal thereof on or after the Closing Date)
plus interest thereon at any one time outstanding; 

(h)     Indebtedness of either Borrower or any of its Subsidiaries in respect of
performance, surety, appeal or customs bonds required in the ordinary course of
business or in connection with the enforcement of rights or claims of either
Borrower or any of its Subsidiaries, provided that the aggregate amount of such
bonds shall not exceed $15,000,000 at any one time outstanding; and 

(i)     Indebtedness of either Borrower or any of its Subsidiaries in an
aggregate principal amount (for the Borrowers and their Subsidiaries) not to
exceed $10,000,000 at any one time outstanding in respect of a credit facility
providing for the issuance of letters of credit or the making of revolving loans
thereunder, provided that, if such Indebtedness is secured, such security shall
only consist of Excluded Collateral Vessels and up to $7,000,000 in cash
(including any deposit accounts containing such cash) that is pledged to cash
collateralize letters of credit issued thereunder and, in each case, the
proceeds thereof. 

6.2.     Liens.  Create, incur, assume or suffer to exist any Lien upon any of its
property, whether now owned or hereafter acquired, except for: 

(a)     Liens for taxes, assessments or other governmental charges or levies not
yet due or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books
of either Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; 

(b)     carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens (including maritime privileges) arising in the ordinary course
of business that are not overdue for a period of more than 30 days or that are
being contested in good faith by appropriate proceedings; 

(c)     pledges or deposits in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other social security
legislation (other than Liens in favor of the PBGC); 

(d)     deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature (in each case other than for borrowed money)
incurred in the ordinary course of business; 

(e)     easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business that, in the aggregate, are not
substantial in amount and that do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of either Borrower or any of its Subsidiaries; 

(f)     Liens in existence on the date hereof listed on Schedule 6.2(f), securing
Indebtedness permitted by Section 6.1(d), provided that no such Lien is spread
to cover any additional property after the Closing Date and that the amount of
Indebtedness secured thereby is not increased; 

(g)     Liens securing Indebtedness of either Borrower or any of its Subsidiaries
incurred pursuant to Section 6.1(e) to finance the acquisition, construction or
improvement of fixed or capital assets, provided that (i) such Liens shall be
created within 90 days of the acquisition, construction or improvement of such
fixed or capital assets, (ii) such Liens do not at any time encumber any
property other than the property (and the proceeds therefrom) financed by such
Indebtedness and (iii) the amount of Indebtedness secured thereby is not
increased; 

(h)     Liens created pursuant to the Security Documents; 

(i)     any interest or title of a lessor under any lease entered into by either
Borrower or any of its Subsidiaries in the ordinary course of its business and
covering only the assets so leased; 

(j)     judgment Liens securing judgments not constituting an Event of Default
under Section 7; 

(k)     Liens on cash deposits and other funds maintained with a depository
institution in each case arising in the ordinary course of business by virtue of
any statutory or common law provision relating to banker's liens, provided that
(i) the applicable deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by the Borrowers or their
Subsidiaries in excess of those set forth in regulations promulgated by the
Board and (ii) the applicable deposit account is not intended by the Borrowers
or any of their subsidiaries to provide collateral or security to the applicable
depositary institution; 

(l)     Liens arising from Uniform Commercial Code financing statements filed on
a precautionary basis in respect of operating leases intended by the parties to
be true leases; 

(m)     Liens on Excluded Collateral Vessels (and the proceeds thereof) securing
Indebtedness of either Borrower or any of its Subsidiaries incurred pursuant to
Section 6.1(i) and Liens on up to $7,000,000 in cash (including any deposit
accounts containing such cash) that is pledged to cash collateralize letters of
credit issued thereunder (and the proceeds thereof); and 

(n)     Liens (other than Liens on any of the Collateral) not otherwise permitted
by this Section which secure obligations permitted by this Agreement (other than
Indebtedness for, or in respect of, borrowed money) so long as neither (i) the
aggregate outstanding principal amount of the obligations secured thereby nor
(ii) the aggregate fair market value (determined as of the date such Lien is
incurred) of the assets subject thereto exceeds (as to the Borrowers and all of
their Subsidiaries) $500,000 at any one time. 

6.3.     Fundamental Changes; Collateral Actions.  (a)  Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or Dispose of all or substantially all
of its property or business, except that: 

(i)     any Subsidiary of either Borrower may be merged or consolidated with or
into either Borrower (provided that such Borrower shall be the continuing or
surviving corporation) or with or into any Subsidiary Guarantor (provided that
the Subsidiary Guarantor shall be the continuing or surviving Person) or,
subject to Section 6.6(g), with or into any Subsidiary that is not a Subsidiary
Guarantor; and 

(ii)     any Subsidiary of either Borrower may Dispose of any or all of its
assets (upon voluntary liquidation or otherwise) to either Borrower or any
Subsidiary Guarantor or, subject to Section 6.6(g), any Subsidiary that is not a
Subsidiary Guarantor. 

(b)     Take or allow to be taken any action (other than Dispositions and other
actions expressly permitted hereunder) that would impair the validity or
priority of the Liens granted under the Security Documents, including any
actions concerning the direct and indirect citizenship of the Borrowers under
applicable maritime laws. 

6.4.     Disposition of Property.  Dispose of any of its property, whether now
owned or hereafter acquired, or, in the case of any Subsidiary of either
Borrower, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except: 

(a)     the Disposition of obsolete or worn out property in the ordinary course
of business; 

(b)     Dispositions permitted by Section 6.3(a)(i) or (ii); 

(c)     the sale or issuance of Capital Stock of any Subsidiary of either
Borrower to either Borrower or any Wholly Owned Subsidiary Guarantor; 

(d)     demise, bareboat, time voyage and other charter or lease arrangements
pursuant to which either Borrower or any of its Subsidiaries charters or leases
out a sea going vessel or tanker to another Person, provided that (i) such
arrangements are entered into in the ordinary course of business consistent with
past practice, (ii) such arrangements do not materially impair the value of the
vessels or tankers subject to such arrangements and (iii) such arrangements
involving any Collateral Vessels do not impair the security interest of the
Administrative Agent in any Collateral Vessel (or the ability of the
Administrative Agent to foreclose on each Collateral Vessel or exercise its
remedies in respect thereof, in each case free of such arrangements) and such
arrangements are subject in all respects to the Administrative Agent's Lien on
such Collateral Vessels; 

(e)     the sale or discount by either Borrower or any of its Subsidiaries in
each case without recourse and in the ordinary course of business of overdue
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing transaction);
and 

(f)     the Disposition of other property (other than shares of Capital Stock of
any Subsidiary of either Borrower), provided that (i) such Disposition is for
consideration of at least 75% of which is cash or Cash Equivalents, (ii) such
consideration is at least equal to the fair market value of the property being
Disposed of, (iii) the Net Cash Proceeds of such Disposition shall be applied as
and to the extent required by Section 2.5 to repay outstanding Loans and (iv)
the fair market value of all property Disposed of pursuant to this clause shall
not exceed $5,000,000 in any fiscal year. 

6.5.     Restricted Payments. Declare or pay any dividend (other than dividends
payable solely in common stock of the Person making such dividend) on, or make
or become liable in respect of any obligation, contingent or otherwise, to make
any payment on account of, or set apart or become liable in respect of any
obligation, contingent or otherwise, to set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of either Borrower
or any of its Subsidiaries (collectively, "Restricted Payments"), except that:


(a)     any Subsidiary of either Borrower may make Restricted Payments to either
Borrower or any Subsidiary Guarantor; 

(b)     so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, either Borrower may pay dividends to
Holdings to permit Holdings to (i) pay corporate overhead and other operating
costs and expenses (including outside directors and professional fees, expenses
and indemnities) incurred in the ordinary course of business not to exceed, when
taken together with the aggregate amount of all loans made pursuant to Section
6.6(h) for such purpose, $1,500,000 in any fiscal year and (ii) pay any taxes
that are due and payable by Holdings and the Borrowers as part of a consolidated
group that includes the Borrowers; provided that (A) the amount of dividends
paid pursuant to clause (b)(ii) to enable Holdings to pay Federal, state and
local income taxes at any time, when taken together with the aggregate amount of
all loans made pursuant to Section 6.6(h) for such purpose, shall not exceed the
lesser of (x) the net amount of such Federal, state and local taxes actually
owing by Holdings at such time for the respective period and (y) the amount of
the relevant tax (including any penalties and interest) that each such Borrower
would owe if such Borrower were filing a separate tax return (or a separate
consolidated or combined return with its Subsidiaries that are members of the
consolidated or combined group), taking into account any carryovers and
carrybacks of tax attributes (such as net operating losses) of such Borrower and
such Subsidiaries from other taxable years, (B) any refunds received by Holdings
shall promptly be returned by Holdings to the relevant Borrower either as a
capital contribution or a repayment of an outstanding loan theretofore made to
Holdings by such Borrower and (C) any such dividends paid in respect of taxes
shall be paid over to the appropriate taxing authority within 30 days of
Holdings' receipt of such dividends or refunded to such Borrower; and 

(c)     so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, either Borrower may pay dividends to
Holdings at the times and in an aggregate amount, when taken together with the
aggregate amount of all loans made pursuant to Section 6.6(h) for such purpose,
necessary for Holdings to pay all regularly scheduled cash payments or
repayments, as the case may be, of principal, interest, fees and other payments
required to be made thereunder that become due in respect of the Senior Notes.


6.6.     Investments.  Make any advance, loan, extension of credit (by way of
guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "Investments"), except: 

(a)     extensions of trade credit in the ordinary course of business; 

(b)     Investments in Cash Equivalents; 

(c)     Guarantee Obligations permitted by Section 6.1; 

(d)     loans and advances to employees of any Group Member in the ordinary
course of business (including for travel, entertainment and relocation expenses)
in an aggregate amount for all Group Members not to exceed $250,000 at any one
time outstanding; 

(e)     Investments existing on the date hereof and listed on Schedule 6.6(e);


(f)     intercompany Investments by any Group Member in either Borrower or any
Group Member, that, prior to such Investment, is a Subsidiary Guarantor,
provided that any such Investments in the form of loans or advances shall be
evidenced by a Subordinated Intercompany Note; 

(g)     intercompany Investments by either Borrower or any of its Subsidiaries in
any Subsidiary of Holdings, that, prior to such Investment, is not a Subsidiary
Guarantor (including Guarantee Obligations with respect to obligations of any
such Subsidiary, loans made to any such Subsidiary and Investments resulting
from mergers with or sales of assets to any such Subsidiary) in an aggregate
amount (valued at cost) not to exceed $5,000,000 at any time outstanding during
the term of this Agreement, provided that any such Investments shall be used by
such Subsidiary for capital expenditures or other working capital needs arising
in connection with the business operations of such Subsidiary outside the United
States; 

(h)     intercompany loans and advances to Holdings to the extent that the
Borrowers may pay dividends to Holdings pursuant to Section 6.5 (and in lieu of
paying such dividends), provided that such intercompany loans and advances shall
be made for the purposes, and shall be subject to all the applicable limitations
set forth in, Section 6.5; 

(i)     Investments made as a result of the receipt of non-cash consideration
from a Disposition that was made in compliance with Section 6.4; and 

(j)     Investments received in connection with bankruptcy or reorganization of,
or settlement of delinquent accounts and disputes with, customers and suppliers,
in each case in the ordinary course of business. 

6.7.     Optional Payments and Modifications of Certain Debt Instruments.  (a) 
Make or offer to make any optional or voluntary payment, prepayment, repurchase
or redemption of or otherwise optionally or voluntarily defease or segregate
funds with respect to any Indebtedness of either Borrower or any of its
Subsidiaries the outstanding principal amount of which exceeds $5,000,000 (or
permit any amendment, modification, waiver or other change with respect to the
terms of any such Indebtedness which shall have any of the foregoing effects);
or (b) amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of any
Indebtedness of either Borrower or any of its Subsidiaries the outstanding
principal amount of which exceeds $5,000,000 if the effect of such amendment,
modification or waiver would materially increase the obligations of the
applicable obligors or confer additional material rights on any of the holders
of such Indebtedness in a manner adverse to either Borrower or any of its
Subsidiaries or the Lenders. 

6.8.     Transactions with Affiliates.  Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or
the payment of any management, advisory or similar fees, with any Affiliate
(other than either Borrower or any Subsidiary Guarantor) unless such transaction
is (a) otherwise permitted under this Agreement, (b) in the ordinary course of
business of the relevant Group Member and (c) upon fair and reasonable terms no
less favorable to the relevant Group Member than it would obtain in a comparable
arm's length transaction with a Person that is not an Affiliate, except that (i)
Restricted Payments to the extent permitted by Section 6.5 and (ii) Investments
to the extent permitted by Section 6.6 shall in each case be permitted. 

6.9.     Sales and Leasebacks. Enter into any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that
has been or is to be sold or transferred by such Group Member to such Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of such Group Member,
other than the GECC Sale and Leaseback. 

6.10.     Hedge Agreements.  Enter into any Hedge Agreement, except (a) Hedge
Agreements entered into to hedge or mitigate risks to which either Borrower or
any of its Subsidiaries has actual exposure (other than those in respect of
Capital Stock) and (b) Hedge Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of either Borrower or any of its
Subsidiaries. 

6.11.     Negative Pledge Clauses.  Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Group Member
to (a) create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, or (b) amend or
otherwise modify any Loan Document to which it is a party other than in each
case (i) this Agreement and the other Loan Documents, (ii) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise
permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby), (iii) the Senior Note Indenture
(as such prohibitions and limitations therein shall exist as of the date
hereof), (iv) the agreements governing any credit facility permitted under
Section 6.1(i) (provided that such prohibitions and limitations therein shall be
customary for such a facility) and (v) any Title XI Subsidiary Agreements. 

6.12.     Clauses Restricting Subsidiary Distributions.  Enter into or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of either Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, either Borrower or any other Subsidiary of either Borrower, (b) make
loans or advances to, or other Investments in, either Borrower or any other
Subsidiary of either Borrower or (c) transfer any of its assets to either
Borrower or any other Subsidiary of either Borrower, except for such
encumbrances or restrictions existing under or by reason of (i) any restrictions
existing under the Loan Documents, (ii) any restrictions with respect to a
Subsidiary of either Borrower imposed pursuant to an agreement that has been
entered into in connection with the Disposition of all or substantially all of
the Capital Stock or assets of such Subsidiary and (iii) any Title XI Subsidiary
Agreements. 

6.13.     Lines of Business. Enter into any business, either directly or through
any Subsidiary, except for those businesses in which the Borrowers and their
Subsidiaries are engaged on the date of this Agreement or activities that are
reasonably similar, ancillary, incidental, complimentary or related to, or a
reasonable extension, development or expansion of, those businesses in which the
Borrowers and their Subsidiaries are engaged on the date of this Agreement. 

6.14.     Capital Stock.  (a)  Issue any Capital Stock (whether for value or
otherwise) of any Subsidiary of either Borrower to any Person (other than either
Borrower or a Subsidiary Guarantor), except to qualify directors to the extent
required by applicable law or (b) issue any (i) preferred stock or other
preferred equity interests or (ii) redeemable common stock or other redeemable
common equity interests (other than common stock or other common equity
interests that are redeemable no earlier than the six month anniversary of the
Maturity Date). 

6.15.     Organizational Documents and Material Agreements.  (a)  Amend, modify or
otherwise supplement or permit the amendment, modification or other supplement
of their respective organizational documents in a manner that is inconsistent
with, or violates the terms of, or could reasonably be expected to prevent
compliance with, the terms of any Loan Document or (b) agree to any amendment,
modification or termination of any material agreement to which it is a party, in
each case except to the extent such amendment, modification, supplementation or
termination could not reasonably be expected to have a Material Adverse Effect.


SECTION 7.   EVENTS OF DEFAULT 

If any of the following events shall occur and be continuing: 

(a)     either Borrower shall fail to pay any principal of any Loan when due in
accordance with the terms hereof; or either Borrower shall fail to pay any
interest on any Loan, or any other amount payable hereunder or under any other
Loan Document, within five days after any such interest or other amount becomes
due in accordance with the terms hereof; or 

(b)     any representation or warranty made or deemed made by any Loan Party
herein or in any other Loan Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or in
connection with this Agreement or any such other Loan Document shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or 

(c)     any Loan Party shall default in the observance or performance of any
agreement contained in clause (i) or (ii) of Section 5.4(a), Section 5.7(a) or
Section 6 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and
Collateral Agreement; or 

(d)     any Loan Party shall default in the observance or performance of any
other agreement contained in this Agreement or any other Loan Document (other
than as provided in paragraphs (a) through (c) of this Section), and such
default shall continue unremedied for a period of 30 days after written notice
to either Borrower from the Administrative Agent or the Required Lenders; or 

(e)     any Group Member or Holdings shall (i) default in making any payment of
any principal of any Indebtedness (including any Guarantee Obligation, but
excluding the Loans) on the scheduled or original due date with respect thereto;
or (ii) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness was created; or (iii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, 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 beneficiary of such Indebtedness (or a trustee or agent on behalf of
such holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or to become
subject to a mandatory offer to purchase by the obligor thereunder or (in the
case of any such Indebtedness constituting a Guarantee Obligation) to become
payable; provided, that a default, event or condition described in clause (i),
(ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of
Default unless, at such time, one or more defaults, events or conditions of the
type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have
occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $5,000,000; or 

(f)     (i) any Group Member shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or any Group Member shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Group Member any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against any Group Member any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets that results in the entry of
an order for any such relief that shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
any Group Member shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or 

(g)     (i) any Person shall engage in any "prohibited transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii)
any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of any Group Member or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any
Group Member or any Commonly Controlled Entity shall, or in the reasonable
opinion of the Required Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect to a
Plan or a Foreign Pension Plan; and in each case in clauses (i) through (vi)
above, such event or condition, together with all other such events or
conditions, if any, could, in the sole judgment of the Required Lenders,
reasonably be expected to have a Material Adverse Effect; or 

(h)         one or more judgments or decrees shall be entered against any Group
Member involving in the aggregate a liability (not paid or fully covered
(subject to a customary deductible) by insurance as to which the relevant
insurance company has acknowledged coverage) of $5,000,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 30 days from the entry thereof; or 

(i)     any of the Security Documents shall cease, for any reason, to be in full
force and effect (except in accordance with the terms hereof and thereof), or
any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien
created by any of the Security Documents shall cease to be enforceable and of
the same effect and priority purported to be created thereby (except in
accordance with the terms hereof and thereof) or any Loan Party or any Affiliate
of any Loan Party shall so assert; or 

(j)     the guarantee contained in Section 2 of the Guarantee and Collateral
Agreement shall cease, for any reason, to be in full force and effect (except in
accordance with the terms hereof and thereof) or any Loan Party or any Affiliate
of any Loan Party shall so assert; or 

(k)     (i) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of 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 25% of the
outstanding common stock of Holdings, provided that Inverness Management LLC and
its Affiliates may "beneficially own" up to 35% of the outstanding common stock
of Holdings; (ii) the board of directors of Holdings shall cease to consist of a
majority of Continuing Directors; (iii) Holdings shall cease to own and control,
of record and beneficially, directly, 100% of each class of outstanding Capital
Stock of each Borrower free and clear of all Liens (except Liens created by the
Guarantee and Collateral Agreement); or (iv) a Specified Change of Control shall
occur; 

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to either
Borrower, automatically the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents shall
immediately become due and payable, and (B) if such event is any other Event of
Default, with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to either Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents to be due and payable forthwith, whereupon the same shall immediately
become due and payable. Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived by each Borrower. 

SECTION 8.   THE AGENTS 

8.1.     Appointment.  Each Lender hereby irrevocably designates and appoints each
Agent as the agent of such Lender under this Agreement and the other Loan
Documents, and each such Lender irrevocably authorizes such Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent. 

8.2.     Delegation of Duties.  Each Agent may execute any of its duties under
this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care. 

8.3.     Exculpatory Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure
of any Loan Party a party thereto to perform its obligations hereunder or
thereunder. The Agents shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party. 

8.4.     Reliance by Agents.  Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including counsel to
either Borrower or any of its Affiliates), independent accountants and other
experts selected by such Agent. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless a written notice
of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement) as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take
any such action. The Agents shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders or any other instructing group of Lenders specified by
this Agreement), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans. 

8.5.     Notice of Default.  No Agent shall be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless such Agent
has received notice from a Lender or either Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders. 

8.6.     Non-Reliance on Agents and Other Lenders.  Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates. 

8.7.     Indemnification.  The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting the obligation of the Borrowers to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder. 

8.8.     Agent in Its Individual Capacity.  Each Agent and its Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
any Loan Party as though such Agent were not an Agent. With respect to its Loans
made or renewed by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms "Lender" and "Lenders" shall
include each Agent in its individual capacity. 

8.9.     Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 30 days' notice to the Lenders and either Borrower. If
the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Section 7(a) or Section 7(f) with
respect to either Borrower shall have occurred and be continuing) be subject to
approval by either Borrower (which approval shall not be unreasonably withheld
or delayed), whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term "Administrative Agent"
shall mean such successor agent effective upon such appointment and approval,
and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.


8.10.   Agents Generally.  Except as expressly set forth herein, no Agent shall
have any duties or responsibilities hereunder in its capacity as such. 

8.11.   The Lead Arranger.  The Lead Arranger, in its capacity as such, shall
have no duties or responsibilities, and shall incur no liability, under this
Agreement and other Loan Documents. 

8.12.   Withholding Taxes.  (a)  To the extent required by any applicable law,
the Administrative Agent may withhold from any interest payment to any Lender an
amount equivalent to any applicable withholding tax. If the forms or other
documentation required by Section 2.13(d) are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any
interest payment to any Lender not providing such forms or other documentation
the maximum amount of the applicable withholding tax. Nothing in this Section
8.12 shall relieve either Borrower of its obligation with respect to
Non-Excluded Taxes and Other Taxes provided in Section 2.13. 

(b)     If the Internal Revenue Service or any authority of the United States or
any other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including penalties and interest,
together with all expenses incurred, including legal expenses, allocated staff
costs and any out of pocket expenses. 

(c)     If any Lender sells, assigns, grants a participation in, or otherwise
transfers its rights under this Agreement, the purchaser, assignee, participant
or transferee, as applicable, shall comply with and be bound by the terms of
Sections 2.13(d) and 8.12. 

SECTION 9.   MISCELLANEOUS 

9.1.     Amendments and Waivers.  Neither this Agreement, any other Loan Document,
nor any terms hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this Section. The Required Lenders and each
Loan Party party to the relevant Loan Document may, or, with the written consent
of the Required Lenders, the Administrative Agent and each Loan Party party to
the relevant Loan Document may, from time to time, (a) enter into written
amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions as
the Required Lenders or the Administrative Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend any scheduled date
of payment of any Loan, reduce the stated rate of any interest or fee payable
hereunder (except in connection with the waiver of applicability of any
post-default increase in interest rates, which waiver shall be effective with
the consent of the Required Lenders) or extend the scheduled date of any payment
thereof, in each case without the written consent of each Lender directly
affected thereby; (ii) eliminate or reduce the voting rights of any Lender under
this Section 9.1 without the written consent of such Lender; (iii) reduce any
percentage specified in the definition of Required Lenders, consent to the
assignment or transfer by either Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents, release all or substantially
all of the Collateral or release all or substantially all of the Subsidiary
Guarantors from their obligations under the Guarantee and Collateral Agreement,
in each case without the written consent of all Lenders; (iv) amend, modify or
waive any provision of Section 2.11 without the written consent of each Lender
directly adversely affected thereby; or (v) amend, modify or waive any provision
of Section 8 without the written consent of each Agent adversely affected
thereby. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Agents and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon. 

Notwithstanding the foregoing, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative
Agent and each Borrower (a) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof
(collectively, the "Additional Extensions of Credit") to share ratably in the
benefits of this Agreement and the other Loan Documents with the Loans and the
accrued interest and fees in respect thereof and (b) to include appropriately
the Lenders holding such credit facilities in any determination of the Required
Lenders. 

9.2.     Notices.  All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered, or three Business Days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as follows in the case of the Borrowers and the Agents, and as set
forth in an administrative questionnaire delivered to the Administrative Agent
in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto: 

	
 

    	
Either Borrower:   

    	
Trico Marine Assets, Inc./ 

Trico Marine Operators, Inc. 

2401 Fountainview, Suite 920 

Houston, TX 77057 

Attention: Trevor Turbidy 

Telecopy: (713) 780-0062 

Telephone: (713) 780-9926 

    
	
     
	
     
	
     

	
     
	
    The Administrative Agent: 
	
Bear Stearns Corporate Lending Inc. 

383 Madison Avenue 

New York, NY 10179 

Attention: Kevin Cullen 

Telecopy: (212) 272-9184 

Telephone: (212) 272-5724 

    


provided that any notice, request or demand to or upon any Agent or the
Lenders shall not be effective until received. 

Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Section 2 unless otherwise agreed by the Administrative Agent and
the applicable Lender. The Administrative Agent or either Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications. 

9.3.     No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of any Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law. 

9.4.     Survival of Representations and Warranties.  All representations and
warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder. 

9.5.     Payment of Expenses and Taxes.  The Borrowers jointly and severally agree
(a) to pay or reimburse each Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to such
Agent and search, filing and recording fees and expenses, with statements with
respect to the foregoing to be submitted to either Borrower prior to the Closing
Date (in the case of amounts to be paid on the Closing Date) and from time to
time thereafter on a monthly basis or such other periodic basis as such Agent
shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all
its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and
any such other documents prepared in connection herewith or therewith, including
the fees and disbursements of counsel (including the allocated fees and expenses
of in-house counsel) to each Lender and to such Agent, (c) to pay, indemnify,
and hold each Lender and Agent harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, that may be payable or determined
to be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents prepared
in connection herewith or therewith and (d) to pay, indemnify, and hold each
Lender and Agent and their respective officers, directors, employees,
Affiliates, agents and controlling persons (each, an "Indemnitee") harmless from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents prepared in connection herewith or therewith, including
any of the foregoing relating to the use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of any Group Member or any of the Properties or the
unauthorized use by Persons of information or other materials sent through
electronic, telecommunications or other information transmission systems that
are intercepted by such Persons and the reasonable fees and expenses of legal
counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan Party under any Loan Document (all the foregoing in this clause
(d), collectively, the "Indemnified Liabilities"), provided that the Borrowers
shall have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee. Without
limiting the foregoing, and to the extent permitted by applicable law, each
Borrower agrees not to assert and to cause its Subsidiaries not to assert, and
hereby waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee. All amounts due
under this Section shall be payable not later than 10 days after written demand
therefor. Statements payable by the Borrowers pursuant to this Section shall be
submitted to the Person and at the address of the Borrowers set forth in Section
9.2, or to such other Person or address as may be hereafter designated by either
Borrower in a written notice to the Administrative Agent. The agreements in this
Section shall survive repayment of the Loans and all other amounts payable
hereunder. 

9.6.     Successors and Assigns; Participations and Assignments.  (a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) neither Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by either Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. 

(b)     (i)     Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees (each, an "Assignee") all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of: 

(A)     either Borrower, provided that no consent of either Borrower shall be
required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other
Person; and 

(B)     the Administrative Agent,
provided that no consent of the Administrative
Agent shall be required for an assignment to an Assignee that is a Lender
immediately prior to giving effect to such assignment. 

(ii)     Assignments shall be subject to the following additional conditions: 

(A)     except in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund or an assignment of the entire remaining amount of the
assigning Lender's Commitments or Loans, the amount of the Commitments or Loans
of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $1,000,000 and, after giving
effect to such assignment, the remaining Loans and Commitments of such assigning
Lender shall not be less than $1,000,000, in each case unless either Borrower
and the Administrative Agent otherwise consent, provided that (1) no such
consent of either Borrower shall be required if an Event of Default has occurred
and is continuing and (2) such amounts shall be aggregated in respect of each
Lender and its Affiliates or Approved Funds, if any; 

(B)     the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500; 

(C)     the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire; and 

(D)     in the case of an assignment to a CLO, the assigning Lender shall retain
the sole right to approve any amendment, modification or waiver of any provision
of this Agreement and the other Loan Documents, provided that the Assignment and
Assumption between such Lender and such CLO may provide that such Lender will
not, without the consent of such CLO, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 9.1 and (2) directly
affects such CLO. 

(iii)    Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) below, from and after the effective date specified in each Assignment
and Assumption the Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obliga-tions under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.12, 2.13, 2.14 and 9.5). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section. 

(iv)     The Administrative Agent, acting for this purpose as an agent of the
Borrowers, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrowers at any reasonable
time and from time to time upon reasonable prior notice. 

(v)     Upon its receipt of a duly completed Assignment and Assumption executed
by an assigning Lender and an Assignee, the Assignee's completed administrative
questionnaire (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph. 

(c)     (i)     Any Lender may, without the consent of either Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 9.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 or 2.14 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.7(b)
as though it were a Lender, provided such Participant shall be subject to
Section 9.7(a) as though it were a Lender. 

(ii)     A Participant shall not be entitled to receive any greater payment under
Section 2.12 or 2.13 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with either Borrower's
prior written consent. Any Participant that is a Non-U.S. Lender shall not be
entitled to the benefits of Section 2.13 unless such Participant complies with
Section 2.13(d). 

(d)     Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 

(e)     Notwithstanding the foregoing, any Conduit Lender may assign any or all
of the Loans it may have funded hereunder to its designating Lender without the
consent of either Borrower or the Administrative Agent and without regard to the
limitations set forth in Section 9.6(b). Each Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance. 

9.7.     Adjustments; Set-off.  (a)  Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender, if any
Lender (a "Benefitted Lender") shall receive any payment of all or part of the
Obligations owing to it, or shall receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of the Obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. 

(b)     In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to either Borrower, any
such notice being expressly waived by each Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by either Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of either Borrower, as the case may be. Each Lender agrees
promptly to notify either Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application. 

9.8.     Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrowers and the Administrative Agent. 

9.9.     Severability.  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. 

9.10.   Integration.  This Agreement and the other Loan Documents represent the
entire agreement of the Borrowers, the Agents and the Lenders with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents. 

9.11.     GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  

9.12.     Submission To Jurisdiction; Waivers.  Each Borrower hereby irrevocably
and unconditionally: 

(i)     submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and appellate
courts from any thereof; 

(ii) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same; 

(iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Borrower at its
address set forth in Section 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto; 

(iv) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and 

(v) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages. 

9.13.     Acknowledgments.  Each Borrower hereby acknowledges that: 

(i)     it has been advised by counsel in the negotiation, execution and delivery
of this Agreement and the other Loan Documents; 

(ii)     no Agent or Lender has any fiduciary relationship with or duty to such
Borrower arising out of or in connection with this Agreement or any of the other
Loan Documents, and the relationship between the Agents and Lenders, on one
hand, and such Borrower, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and 

(iii)     no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among such Borrower and the Lenders. 

9.14.     Releases of Guarantees and Liens.  (a)  Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 9.1)
to take any action requested by the Borrowers having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 9.1 or (ii) under the circumstances
described in paragraph (b) below. 

(b)     At such time as the Loans and the other obligations under the Loan
Documents (other than obligations under or in respect of Specified Hedge
Agreements) shall have been paid in full and the Commitments shall have been
terminated, the Collateral shall be released from the Liens created by the
Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party under the Security Documents shall terminate, all without
delivery of any instrument or performance of any act by any Person. 

9.15.   Confidentiality.  Each Agent and each Lender agrees to keep confidential
all non-public information provided to it by any Loan Party pursuant to this
Agreement that is designated by such Loan Party as confidential; provided that
nothing herein shall prevent any Agent or any Lender from disclosing any such
information (a) to any Agent, any other Lender or any Affiliate of such Lender,
(b) subject to an agreement to comply with the provisions of this Section, to
any actual or prospective Transferee or any direct or indirect counterparty to
any Specified Hedge Agreement (or any professional advisor to such counterparty)
or any pledgee of any security interest pledged pursuant to Section 9.6(d), (c)
to its employees, directors, agents, attorneys, accountants and other
professional advisors or those of any of its Affiliates, (d) upon the request or
demand of any Governmental Authority, (e) in response to any order of any court
or other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender or (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document. 

9.16.   WAIVERS OF JURY TRIAL.  THE BORROWERS, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.  

9.17.   Delivery of Addenda.  Each initial Lender shall become a party to this
Agreement by delivering to the Administrative Agent an Addendum duly executed by
such Lender. 

9.18.   Joint and Several Liability; Postponement of Subrogation.  (a)  The
obligations of the Borrowers hereunder and under the other Loan Documents shall
be joint and several and, as such, each Borrower shall be liable for all of the
Obligations of the other Borrower under this Agreement and the other Loan
Documents. The liability of each Borrower for the Obligations of the other
Borrower under this Agreement and the other Loan Documents shall be absolute,
unconditional and irrevocable, without regard to (i) the validity or
enforceability of this Agreement or any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by any Secured
Party, (ii) any defense, set-off or counterclaim (other than a defense of
payment or performance hereunder) which may at any time be available to or be
asserted by such other Borrower or any other Person against any Secured Party or
(iii) any other circumstance whatsoever (with or without notice to or knowledge
of such other Borrower or such Borrower) which constitutes, or might be
construed to constitute, an equitable or legal discharge of such other Borrower
for the Obligations, or of such Borrower under this Section, in bankruptcy or in
any other instance. 

(b)     Each Borrower agrees that it will not exercise any rights which it may
acquire by way of rights of subrogation under this Agreement, by any payments
made hereunder or otherwise, until the prior payment in full in cash of all of
the Obligations and the permanent termination of all Commitments. Any amount
paid to any Borrower on account of any such subrogation rights prior to the
payment in full in cash of all of the Obligations and the permanent termination
of all Commitments shall be held in trust for the benefit of the Secured Parties
and shall immediately be paid to the Administrative Agent for the benefit of the
Secured Parties and credited and applied against the Obligations of the
Borrowers, whether matured or unmatured, in such order as the Administrative
Agent shall elect. In furtherance of the foregoing, for so long as any
Obligations or Commitments remain outstanding, each Borrower shall refrain from
taking any action or commencing any proceeding against the other Borrower (or
any of its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in respect of payments made in
respect of the Obligations of the other Borrower to any Secured Party. 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written. 

                           

	 	TRICO MARINE ASSETS, INC.
	 	
    

    

    By: 	
    

    

 
	 	 	Name: 

                          Title: 
	 	 	 
	 	 	 
	 	TRICO MARINE OPERATORS, INC.
	 	
    

    

    By: 	
    

    

 
	 	 	Name: 

                          Title: 
	 	 	 
	 	 	 
	 	BEAR, STEARNS & CO. INC., as Sole Lead
    

         Arranger and
                          Sole Book Manager
	 	
    

    

    By: 	
    

    

 
	 	 	Name: 

                          Title: 
	 	 	 
	 	 	 
	 	BEAR STEARNS CORPORATE LENDING INC.,
    

         as
                          Administrative Agent
	 	
    

    

    By: 	
    

    

 
	 	 	Name: 

                          Title: