exv10w1






Exhibit 10.1




EXECUTION COPY




THIRD AMENDMENT, CONSENT AND WAIVER TO PRIORITY CREDIT AGREEMENT




          THIS THIRD AMENDMENT, CONSENT AND WAIVER TO PRIORITY CREDIT AGREEMENT (referred to below)
(this “Third Amendment”), dated as of November 12, 2010, by and among TRICO SUPPLY AS, a
limited company organized under the laws of Norway (“Holdings”), the Subsidiary Guarantors
listed on Schedule IX to the Credit Agreement (as defined below) (the “Subsidiary
Guarantors”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and a
wholly-owned Subsidiary of Holdings (the “Borrower”), the Lenders (as defined below) party
hereto, and CANTOR FITZGERALD SECURITIES (“Cantor”), as Administrative Agent (in such
capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement referred to below.




WITNESSETH:




          WHEREAS, the Borrower, Holdings, the Subsidiary Guarantors, the lenders from time to time
party thereto (each, a “Lender” and, collectively, the “Lenders”) and the
Administrative Agent are parties to a Priority Credit Agreement, dated as of September 21, 2010 (as
amended by the First Amendment to Priority Credit Agreement, dated as of October 1, 2010 and the
Second Amendment to Priority Credit Agreement, dated as of October 15, 2010, the “Credit
Agreement”);




          WHEREAS, pursuant to Section 9.15 of the Credit Agreement, the Borrower is required to use its
best efforts to have an Approved Restructuring Plan adopted by October 31, 2010;




          WHEREAS, pursuant to Section 11.11 of the Credit Agreement, the Borrower’s failure to agree to
an Approved Restructuring on or prior to October 31, 2010 is an Event of Default;




          WHEREAS, the Credit Parties have requested that the Lenders extend the dates set forth in
Section 9.15 and 11.11 of the Credit Agreement to November 12, 2010;




          WHEREAS, the Credit Parties have requested waivers of certain events which are or may become
events of default under the Credit Agreement as described herein;




          WHEREAS, the Credit Parties have requested that the Required Lenders consent to the
consummation of the Settlement and Compromise Agreement with Tebma Shipyards Limited (the
“Tebma Settlement Agreement”), as described in the Form 8-K of Trico Marine Services, Inc.
filed on October 21, 2010, as required by Section 10.13;




     WHEREAS, the Lenders are willing to agree to this Third Amendment on and subject to the terms
and conditions contained herein;



 









 





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



ARTICLE I

AMENDMENTS, CONSENT AND WAIVER TO CREDIT AGREEMENT





          Section 1.1 Amendment to Section 9.15. Section 9.15 of the Credit Agreement is
hereby amended by replacing the phrase “October 31, 2010” with the phrase “November 12, 2010”.




          Section 1.2 Amendment to Section 11.11. Section 11.11 of the Credit Agreement is
hereby amended by replacing the phrase “October 31, 2010” with the phrase “November 12, 2010”.



ARTICLE II

WAIVER





          Section 2.1 The undersigned Required Lenders hereby waive compliance with the following:



          (a) The provisions of Section 9.01(b) of the Credit Agreement with respect to quarterly
accounting period ended September 30, 2010;




          (b) The provisions of Section 10.15 of the Credit Agreement with respect to months ended
September 30, 2010 and October 31, 2010;




          (c) Any Default or Event of Default under the Credit Agreement attributable to a default or
event of default under the Senior Notes Indenture or the Senior Notes due to (i) subject to Section
5.5 below, a failure by a Credit Party to make the interest payment on the Senior Notes that is due
on November 1, 2010, (ii) the failure of the Parent to timely file a Form 10-Q for the
3rd Quarter, (iii) the failure of the Credit Parties to have the requisite level minimum
cash beginning on the test date of October 31, 2010 and (iv) the failure of the Credit Parties to
maintain the requisite level of LTM consolidated cash flow beginning on the test date of September
30, 2010; provided, that such failure shall not result in the holder or holders of the
Senior Notes (or the Senior Notes Trustee on behalf of such holder or holders) causing such Senior
Notes to become due prior to their stated maturity (it being understood that the existence of a
valid agreement by the holder or holders of the Senior Notes to forbear from an acceleration of the
Senior Notes shall be sufficient for the purposes of this Section 2.1(c)); and




          (d) Any Default or Event of Default under the Credit Agreement attributable to the occurrence
of a default or an event of default under the Working Capital Credit Agreement that results from
any of the events described in Sections 2.1(a), (b) or (c) above as well as (i) the failure of the
Credit Parties to have the requisite level minimum cash beginning on the test date of October 31,
2010, (ii) the failure of the Credit Parties to maintain the requisite level of LTM consolidated
cash flow beginning on the test date of September 30, 2010, (iii) the occurrence of




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an event of
default under the first lien prepetition credit agreement of the Parent and (iv) occurrence of the
“Forbearance Termination Date” (as defined in the Working Capital Credit Agreement due to (x) the
failure of the Borrower to draw the Tranche B Term Loan by October 31, 2010 or (y) the occurrence
of an event of default under the Working Capital Credit Facility; provided, that such
default or event of default under the Working Capital Credit Agreement shall not cause, or result
in a lender or the lenders under the Working Capital Credit Agreement (or an
agent on behalf of such lender or lenders) causing such Indebtedness thereunder to become due
prior to its stated maturity (it being understood that the existence of a valid agreement by the
requisite lender or lenders under the Working Capital Credit Agreement to forbear from an
acceleration of the Indebtedness thereunder shall be sufficient for the purposes of this Section
2.1(d)).




ARTICLE III

CONSENT





          Section 3.1 The undersigned Required Lenders hereby consent to the consummation of the
Tebma Settlement Agreement.



ARTICLE IV

REAFFIRMATION





          Section 4.1 Each Credit Party hereby acknowledges and agrees that it expects to realize
substantial direct and indirect benefits as a result of the amendments and waivers
contemplated by this Third Amendment.




          Section 4.2 Each Credit Party hereby acknowledges its receipt of this Third Amendment and
its review of the terms and conditions thereof and consents to the terms and conditions of
this Third Amendment contemplated hereby and thereby.




          Section 4.3 Each Credit Party, by executing and delivering a copy hereof, hereby (i)
affirms and confirms its guarantee, pledge, grant and other agreements under and pursuant to
the applicable Guaranty and Security Documents (including, without limitation, any such
Security Documents governed by the laws of New York, Brazil, Cayman, Island of Guernsey,
Mexico, Netherlands, Norway, Scotland, Bahamas, Isle of Man, Vanuatu and England and Wales) in
accordance with the terms and provisions thereof and (ii) agrees that, notwithstanding the
effectiveness of this Third Amendment, (x) each such Guaranty and Security Document continues
to be in full force and effect and (y) all guarantees, pledges, grants and other agreements
thereunder shall continue to be in full force and effect without interruption to secure the
Secured Obligations (including, for the avoidance of doubt, the Loans made by the Lenders from
and after the date hereof and all other obligations under the Credit Documents as each such
Credit Document may be amended on the date hereof and as it may be further amended, restated,
modified or supplemented from



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time to time), in each case, as such agreements and other
documents are being amended hereby or in connection herewith.



ARTICLE V

MISCELLANEOUS PROVISIONS





          Section 5.1 In order to induce the Lenders to enter into this Third Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of
Default exists as of the Third Amendment Effective Date after giving effect to this Third
Amendment and (ii) all of the representations and warranties contained
in the Credit Agreement are true and correct in all material respects on the Third
Amendment Effective Date both before and after giving effect to this Third Amendment, with the
same effect as though such representations and warranties had been made on and as of the Third
Amendment Effective Date (it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such specific date).




          Section 5.2 This Third Amendment is limited as specified and shall not, except as
expressly set forth herein, constitute a modification, acceptance, consent to deviation from
or waiver of any other provision of the Credit Agreement or any other Credit Document.




          Section 5.3 This Third Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts when executed
and delivered shall be an original, but all of which shall together constitute one and the
same instrument. A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent. Delivery of an executed signature page to this Third Amendment by
facsimile transmission, as a .pdf attachment or by other electronic means of transmission
shall be as effective as delivery of a manually signed counterpart of this Third Amendment.




          Section 5.4 THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND
SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS IN THE CREDIT AGREEMENT.




          Section 5.5 This Third Amendment shall become effective on the date (the “Third
Amendment Effective Date”) each Credit Party, the Required Lenders and the Administrative
Agent have signed a counterpart hereof (whether the same or different counterparts) and
delivered the same (including by way of facsimile or other electronic transmission) to Paul,
Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019
Attention: Liza Montesano (facsimile number: 212-492-0304 / email: lmontesano@paulweiss.com);
provided, however, that the waiver contained in clause (i) of Section 2.1(c)
above shall be effective if and only for so long as a valid



-4-









 







agreement to forbear from the
exercise of remedies in connection with a default or event of default arising from such
failure to make the interest payment on the Senior Notes that is due on November 1, 2010 shall
have been entered into by and among the Credit Parties, a majority of the holders of the
Senior Notes and shall remain in full force and effect, and such waiver shall be effective
only to the extent provided in such agreement.




          Section 5.6 Except for deliveries that are required pursuant to the Credit Agreement,
each of the parties hereto agree and acknowledge that notwithstanding anything to the contrary
contained herein, none of the Administrative Agent or the Borrower or any of its Subsidiaries
shall have any duty to disseminate any information or materials, or to solicit the
participation, of any Lender (or any affiliate (including funds under common management)
thereof).




          Section 5.7 The Borrower and its Subsidiaries agree to indemnify and hold harmless the
Administrative Agent, the Lenders and their respective affiliates and each director, officer,
employee, representative and agent thereof (each, an “indemnified person”) from and
against any and all actions, suits, proceedings (including any investigations or inquiries),
claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be
incurred by or asserted against or involve the Administrative Agent, the Lenders or any other
such indemnified person as a result of or arising out of or in any way related to or resulting
from the matters described in the foregoing paragraph (collectively, the “indemnifiable
claims”) and, upon demand, to pay and reimburse the Administrative Agent, the Lenders and
each other indemnified person for any reasonable legal or other out-of-pocket expenses paid or
incurred in connection with investigating, defending or preparing to defend any such
indemnifiable claim (whether or not the Administrative Agent, the Lenders or any other such
indemnified person is a party to any action or proceeding out of which any such expenses
arise). Notwithstanding the foregoing, no indemnified party shall be entitled to seek any
indemnity for any indemnifiable claim arising from the gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and non-appealable decision) or
otherwise caused by action or inaction of such indemnified person.




          Section 5.8 From and after the Third Amendment Effective Date, all references in the
Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended by this Third Amendment.



* * *





-5-











 





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



	 	 	 	 	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SHIPPING III AS

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



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	DEEPOCEAN SHIPPING II AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SHIPPING AS

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	TRICO SUPPLY (UK) LIMITED

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ALBYN MARINE LIMITED

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

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Director 	 
	 
	 	DEEPOCEAN BRASIL SERVICOS LTDA.

 	 
	 	By:  	/s/ Tomás Salazar
 	 
	 	 	Name:  	Tomás Salazar 	 
	 	 	Title:  	Manager 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	DEEPOCEAN MARITIME AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN MANAGEMENT AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	CTC MARINE NORWAY AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	CTC MARINE PROJECTS (GUERNSEY) LIMITED

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

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

 	 
	 	By:  	/s/ Mads Ragnar Bardsen
 	 
	 	 	Name:  	Mads Ragnar Bårdsen 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	DEEPOCEAN UK LTD.

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SERVICIOS PROFESIONALES DE APOYO 

ESPECIALIZADO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	SERVICIOS DE SOPORTE PROFESIONAL 

ADMINISTRATIVO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Manager 	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	TRICO SUBSEA HOLDING AS

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



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	CANTOR FITZGERALD SECURITIES,

as Administrative Agent

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



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	FIDELITY ADVISOR SERIES II: 

FIDELITY ADVISOR STRATEGIC INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	FIDELITY SUMMER STREET TRUST: 

FIDELITY CAPITAL & INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	FIDELITY SCHOOL STREET TRUST: 

FIDELITY STRATEGIC INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	ILLINOIS MUNICIPAL RETIREMENT FUND,

by PGATC as Investment Manager

under Power of Attorney

as a Lender

 	 
	 	By:  	/s/ Jun Qi	 
	 	 	Name:  	Jun Qi	 
	 	 	Title:  	Director	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	VARIABLE INSURANCE PRODUCTS 

FUND V: STRATEGIC INCOME PORTFOLIO,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	MUTUAL EUROPEAN FUND,

as a Lender

 	 
	 	By:  	/s/ Bradley Takahashi
 	 
	 	 	Name:  	Bradley Takahashi 	 
	 	 	Title:  	Vice President

Franklin Mutual Advisers, LLC 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	FRANKLIN MUTUAL RECOVERY FUND,

as a Lender

 	 
	 	By:  	/s/ Bradley Takahashi
 	 
	 	 	Name:  	Bradley Takahashi 	 
	 	 	Title:  	Vice President

Franklin Mutual Advisers, LLC 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	Western Asset Management Company as

Investment Manager and Agent on behalf of:

Western Asset Floating Rate High Income 

Fund LLC, as a Lender

 	 
	 	By:  	/s/ Kim Nguyen 	 
	 	 	Name:  	Kim Nguyen 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	Western Asset Management Company as

Investment Manager and Agent on behalf of:

John Hancock Fund II Floating Rate Income Fund,

as a Lender

 	 
	 	By:  	/s/ Kim Nguyen 	 
	 	 	Name:  	Kim Nguyen 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 











 








	 	 	 	 	 
	 	ARTIO GLOBAL INVESTMENT FUNDS,

ACTING SOLEY WITH RESPECT TO ITS

SERIES, ARTIO GLOBAL HIGH 

INCOME FUND

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC,

ON BEHALF OF THE ARTIO GLOBAL 

HIGH INCOME GROUP TRUST FUND,

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE ARTIO GLOBAL 

HIGH INCOME FUND LLC,

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC,

ON BEHALF OF THE CALIFORNIA 

STATE TEACHERS RETIREMENT 

SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC,

ON BEHALF OF THE GENERAL 

RETIREMENT SYSTEM OF THE CITY

OF DETROIT, as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE CITY OF 

PHILADELPHIA PUBLIC EMPLOYEES 

RETIREMENT SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC,

ON BEHALF OF THE CALIFORNIA 

PUBLIC EMPLOYEES’ RETIREMENT 

SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	Oaktree Opps TS Investments Ltd.,

as a Lender

 	 
	 	By:  	Oaktree Capital Management, L.P. 	 
	 	Its:  	Director 	 
	 	 	 
	 	By:  	                  /s/ Kenneth Liang
 	 
	 	 	Name:  	Kenneth Liang 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                  /s/ Rajath Shourie
 	 
	 	 	Name:  	Rajath Shourie 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	Mariner LDC,

as a Lender

 	 
	 	By:  	Mariner Investment Group,
as Investment Advisor
 	 
	 	 	 
	 	By:  	                     /s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]



 











 





	 	 	 	 	 
	 	Caspian Capital Partners, L.P., 

as a Lender

 	 
	 	By:  	Mariner Investment Group,
as Investment Advisor
 	 
	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	Caspian Corporate Loan Fund LLC, 

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
as Investment Advisor
 	 
	 	 	 	 
	 	By:  	/s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	Caspian Select Credit Master Fund, Ltd., 

as a Lender

 	 
	 	By:  	Mariner Investment Group,
as Investment Advisor
 	 
	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	Caspian Alpha Long Credit Fund, L.P., 

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
as Investment Advisor
 	 
	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	Caspian Solitude Master Fund, L.P., 

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
as Investment Advisor
 	 
	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Richard Holahan
 	 
	 	 	Name:  	Richard Holahan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Third Amendment and Waiver to Credit Agreement]