exv10w5






Exhibit 10.5


Execution




SUBORDINATED LIMITED RECOURSE GUARANTY




     This SUBORDINATED LIMITED RECOURSE GUARANTY (as amended, restated, supplemented or otherwise
modified from time to time, this “Guaranty”), dated as of May     , 2009, is executed and
delivered by each of the signatories hereto (other than the Second-Lien Trustee, but together with
any other entity that may become a party hereto as provided herein, each a “Subordinated
Guarantor”, and collectively, the “Subordinated Guarantors”) in favor of WELLS FARGO
BANK, NATIONAL ASSOCIATION, in its capacity as trustee for the Debentureholders (as defined below)
under the Second-Lien Notes Indenture (as defined below) (in such capacity, together with its
successors and assigns, if any, in such capacity, the “Second-Lien Trustee”).



WITNESSETH:




     WHEREAS, Trico Marine Services, Inc., a Delaware corporation and the sole shareholder of Trico
Assets and Trico Operators (the “Issuer”), is party to those certain Exchange Agreements,
dated as of May 11, 2009, pursuant to which the Persons party thereto as investors (each an
“Investor”) exchanged $253,515,000 aggregate principal amount of 6.5% senior
convertible debentures due 2028 for $202,812,000 initial aggregate principal amount of
8.125% Secured Convertible Debentures due 2013 (as amended, restated, supplemented and/or modified
from time to time, the “Second-Lien Notes”), as well as cash and certain equity interests
of the Issuer;



     WHEREAS, pursuant to that certain Indenture (as amended, restated, supplemented, or otherwise
modified from time to time, the “Second-Lien Notes Indenture”), dated as of May     , 2009,
between the Issuer and the Second-Lien Trustee, the Issuer issued the Second-Lien Notes to the
Investors (each such Investor and each Person to whom Second-Lien Notes are issued pursuant to the
Second Lien Notes Indenture on or after then date thereof, a “Debentureholder”, and
collectively, the “Debentureholders”); 



     WHEREAS, Trico Marine Operators, Inc., a Louisiana corporation (“Trico Operators”) and
the Issuer are party to that certain Pledge Agreement, dated as of May     , 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”),
made in favor of the Second-Lien Trustee, pursuant to which Trico Operators and the Issuer granted
to the Second-Lien Trustee a security interest in, and lien on, certain Collateral (as defined
therein) in order to secure the obligations of the Issuer to the Debentureholders under the
Second-Lien Documents (as defined below) and the obligations of Trico Assets and Trico Operators
hereunder;



     WHEREAS, Trico Marine Assets, Inc., a Delaware corporation (“Trico Assets”) and/or
certain other subsidiaries of the Issuer is, or may become after the date hereof, party to certain
vessel mortgages (each, as amended, restated, supplemented or otherwise modified from time to time,
a “Vessel Mortgage” and collectively, the “Vessel Mortgages”), made in favor of













 







the Second-Lien Trustee, pursuant to which Trico Assets or such other mortgagor has granted,
or will grant, to the Second-Lien Trustee a security interest in, and mortgage lien on, certain
vessels and related property owned by Trico Assets or such other mortgagor in order to secure its
obligations hereunder and the obligations of the Issuer and Trico Assets or such mortgagor to the Second-Lien Trustee
and the Debentureholders under the Second-Lien Documents;



     WHEREAS, Trico Assets and/or certain other subsidiaries of the Issuer is, or may become after
the date hereof, party to those certain Assignments of Insurances (each, as amended, restated,
supplemented or otherwise modified from time to time, an “Assignment of Insurances” and
collectively, the “Assignments of Insurances”), made in favor of the Second-Lien Trustee,
pursuant to which Trico Assets or such other grantor granted, or will grant, to the Second-Lien
Trustee a security interest in, and lien on, the insurance proceeds in respect of the vessels
subject to the Vessel Mortgages in order to secure the obligations of the Issuer and Trico Assets
or such mortgagor to the Second-Lien Trustee and the Debentureholders under the Second-Lien
Documents;



     WHEREAS, Trico Assets and/or certain other subsidiaries of the Issuer is, or may become after
the date hereof, party to those certain Assignments of Earnings (each as amended, restated,
supplemented or otherwise modified from time to time, an “Assignment of Earnings” and
collectively, the “Assignments of Earnings”), made in favor of the Second-Lien Trustee,
pursuant to which Trico Assets or such other grantor granted, or will grant, to the Second-Lien
Trustee a security interest in, and lien on the earnings derived from, each vessel subject to the
Vessel Mortgages in order to secure its obligations hereunder and the obligations of the Issuer and
Trico Assets or such mortgagor to the Second-Lien Trustee and the Debentureholders under the
Second-Lien Documents;



     WHEREAS, Trico Assets and/or certain other subsidiaries of the Issuer is, or may become after
the date hereof, party to those certain Assignments of Charter (each as amended, restated,
supplemented or otherwise modified from time to time, an “Assignment of Charters” and
collectively, the “Assignments of Charters”), made in favor of the Second-Lien Trustee,
pursuant to which Trico Assets or such other grantor granted, or will grant, to the Second-Lien
Trustee a security interest in, and lien on any charter, contract of affreightment or other
agreement relating to each vessel subject to the Vessel Mortgages in order to secure its
obligations hereunder and the obligations of the Issuer and Trico Assets or such mortgagor to the
Second-Lien Trustee and the Debentureholders under the Second-Lien Documents;



     WHEREAS, as of the date hereof the Subordinated Guarantors are also party to (a) that certain
Amended and Restated Credit Agreement, dated as of August 29, 2008 and amended on March 10, 2009
and May 8, 2009 and further amended on May     , 2009 (as further amended, restated, replaced,
refinanced, supplemented or otherwise modified from time to time, the “First-Lien Credit
Agreement”) among the Issuer, as borrower, Trico Assets and Trico Operators, as guarantors, the
lenders party thereto from time to time (the “First-Lien Lenders”), and Nordea Bank Finland
plc, New York Branch (“Nordea”), as administrative agent for the First-Lien Lenders,
providing for the making of revolving loans to the Issuer, and the issuance of, and participation
in, letters of credit for the account of the Issuer, all as provided therein and (b) that certain
Amended and Restated Pledge and Security Agreement, dated as of August 29, 2008 (as amended,
restated, replaced, refinanced, supplemented or otherwise modified from time to time, the
“First-Lien Security Agreement”), among the Issuer and the Subordinated



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Guarantors, as pledgors, and Nordea, as collateral agent for the First-Lien Lenders (in such
capacity and together with its successors, assigns and replacements in such capacity, the
“First-Lien Collateral Agent”) and deposit account bank, pursuant to which the Issuer and
the Subordinated Guarantors granted the First-Lien Collateral Agent a first-priority security
interest in, and lien on, the Collateral (as defined therein), among other security interests
granted therein by the Issuer and the Subordinated Guarantors, in order to secure the First-Lien
Obligations (as defined in the Intercreditor Agreement); and



     WHEREAS, the Issuer, the Subordinated Guarantors party thereto from time to time, the
First-Lien Collateral Agent and the Second-Lien Trustee, as collateral agent for the
Debentureholders, are party to an Intercreditor Agreement, dated as May     , 2009 (as amended,
restated, supplemented, or otherwise modified from time to time, the “Intercreditor
Agreement”, and together with the Vessel Mortgages, the Assignments of Insurances, the
Assignments of Earnings, the Assignments of Charters, the Pledge Agreement, this Guaranty, the
Second-Lien Notes and the Second-Lien Notes Indenture, as each may be amended, restated,
supplemented, or otherwise modified from time to time, the “Second-Lien Documents”).



     NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each
Subordinated Guarantor, the receipt and sufficiency of which are hereby acknowledged, each
Subordinated Guarantor hereby agrees with the Second-Lien Trustee, for the benefit of the
Debentureholders, as follows:



     1. Definitions and Construction.



     (a) Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Second-Lien Notes Indenture. The following terms, as
used in this Guaranty, shall have the following meanings:



     “Assignments of Charters” has the meaning set forth in the recitals to this Guaranty.



     “Assignments of Earnings” has the meaning set forth in the recitals to this Guaranty.



     “Assignments of Insurances” has the meaning set forth in the recitals to this
Guaranty.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, 42 U.S.C. § 9601 et. seq. and all implementing regulations.



     “Closing Date” means May     , 2009.



     “Credit Documents” has the meaning provided in the First-Lien Credit Agreement.



     “Credit Parties” means the Issuer, Trico Assets and Trico Operators.



     “Debentureholder” has the meaning set forth in the recitals to this Guaranty.



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     “Default” has the meaning provided in Section 6(a) hereof.



     “Earnings and Insurance Collateral” shall mean (i) all “Earnings Collateral” (as
defined in the Assignments of Earnings) and (ii) all assets of the Subordinated Guarantors that are
subject to the lien of the Assignments of Insurances, as the case may be.



     “Environmental Claim” means any written claim, action, suit, cause of action or notice
by any person or entity alleging potential liability arising out of, based on or resulting from (a)
the Release into the environment, of any Hazardous Material or (b) circumstances forming the basis
of any violation, or alleged violation, of any Environmental Law.



     “Environmental Law” means all applicable foreign, federal, state and local laws and
regulations having the force and effect of law relating to the protection of the natural
environment or imposing liability or standards of conduct concerning the use, handling, storage, or
management of any Hazardous Material.



     “Event of Default” has the meaning provided in Section 6(a) hereof.



     “First-Lien Collateral Agent” has the meaning set forth in the recitals to this
Guaranty.



     “First-Lien Credit Agreement” has the meaning set forth in the recitals to this
Guaranty.



     “First-Lien Lenders” has the meaning set forth in the recitals to this Guaranty.



     “First-Lien Obligations” has the meaning given to such term in the Intercreditor
Agreement.



     “Guaranteed Obligations” means the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest, fees and indemnities (including,
without limitation, to the extent permitted by law, all interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of the Issuer or any Subordinated Guarantor, whether or not a
claim for post-petition interest is allowed in any such proceeding)) of the Issuer to the
Second-Lien Trustee, on behalf of the Debentureholders, whether now existing or hereafter incurred
under, arising out of, or in connection with, the Second-Lien Documents and the due performance and
compliance by the Issuer with all of the terms, conditions and agreements contained in the
Second-Lien Documents to which the Issuer is party.



     “Guaranty” has the meaning set forth in the preamble to this Guaranty.



     “Hazardous Materials” means (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, ureaformaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas, (b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances,” “waste,” “hazardous materials,” “extremely hazardous
substances,” “restricted hazardous waste,” “toxic substances,” “toxic



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pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable
Environmental Law, and (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority under Environmental Laws.



     “Insolvency Proceeding” has the meaning set forth in Section 2 hereof.



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



     “Intercreditor Agreement” has the meaning set forth in the recitals to this Guaranty.



     “Investor” has the meaning set forth in the recitals to this Guaranty.



     “Issuer” has the meaning set forth in the recitals to this Guaranty.



     “Material Adverse Effect” shall mean a material adverse effect on (i) the condition
(financial or otherwise), operations, results of operations, stockholders’ equity, properties,
assets, business or prospects of the Issuer and its Subsidiaries taken as a whole, or a material
adverse effect on the performance by the Issuer of its obligations under the Security Documents
(taken as a whole), the Second-Lien Notes Indenture, the Second-Lien Notes, or the consummation of
the transactions contemplated thereby or (ii) on the Second-Lien Collateral, taken as a whole.



     “Mortgaged Vessel” shall mean, at any time, any vessel which is subject, at such time,
to a mortgage in favor of the Second-Lien Trustee.



     “Nordea” has the meaning set forth in the recitals to this Guaranty.



     “Obligations” shall mean any principal, interest, premium, penalties, fees,
indemnities and other liabilities and obligations (including any guaranty of the foregoing) payable
under the documentation governing any indebtedness (including, without limitation, all interest
after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the
rate provided in the governing documentation, whether or not such interest is an allowed claim in
such proceeding).



     “Officer of the Second-Lien Trustee” shall mean any officer or assistant officer of
the Second-Lien Trustee assigned by the Second-Lien Trustee to administer its trust and collateral
agent matters.



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



     “Other Creditors” has the meaning given to such term in the First-Lien Security
Agreement.



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     “Other Hedging Agreements” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar arrangements or arrangements designed to protect
against the fluctuations in currency or commodity values.



     “Person” shall mean any individual, partnership, joint venture, firm, corporation,
association, trust or other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.



     “Pledge Agreement” has the meaning set forth in the recitals to this Guaranty.



     “Real Property” of any Person, means all the right, title and interest of such Person
in and to land, improvements and fixtures, including leaseholds.



     “Record” means information that is inscribed on a tangible medium or which is stored
in an electronic or other medium and is retrievable in perceivable form.



     “Release” means actively or passively disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, escaping, emptying, pouring, seeping, migrating or the like
into our upon any land, water or air, or otherwise entering into the environment.



     “Second-Lien Accounts” has the meaning given to such term in Section 18(b)(vi) hereof.



     “Second-Lien Collateral” means all assets of the Subordinated Guarantors in which a
lien has been granted to the Second-Lien Trustee for the benefit of the Debentureholders pursuant
to the Second-Lien Documents.



     “Second-Lien Documents” has the meaning set forth in the recitals to this Guaranty.



     “Second-Lien Notes” has the meaning set forth in the recitals to this Guaranty.



     “Second-Lien Notes Indenture” has the meaning set forth in the recitals to this
Guaranty.



     “Second-Lien Trustee” has the meaning set forth in the preamble to this Guaranty.



     “Subordinated Guarantor” and “Subordinated Guarantors” each have the meaning
set forth in the preamble to this Guaranty.



     “Subordinated Obligations” shall have the meaning provided in Section 5.



     “Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person
and (ii) any partnership, limited liability company, association, joint



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venture or other entity in which such Person and/or one or more Subsidiaries of such Person
has more than a 50% equity interest at the time.



     “Trico Assets” has the meaning given to such term in the Preamble hereto.



     “Trico Operators” has the meaning given to such term in the Preamble hereto.



     “Trico Supply” means Trico Supply AS, a limited company organized under the laws of
Norway.



     “Vessel Mortgage” and “Vessel Mortgages” each have the meaning set forth in
the recitals to this Guaranty.



     (b) Construction. Unless the context of this Guaranty clearly requires otherwise,
references to the plural include the singular, references to the singular include the plural, the
part includes the whole, the terms “includes” and “including” are not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”
The words “hereof,” “herein,” “hereby,” “hereunder,” and other similar terms in this Guaranty refer
to this Guaranty as a whole and not to any particular provision of this Guaranty. Section,
subsection, clause, schedule, and exhibit references herein are to this Guaranty unless otherwise
specified. Any reference in this Guaranty to any agreement, instrument, or document shall include
all alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein or in the Intercreditor
Agreement). Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or
resolved against the Second-Lien Trustee, the Debentureholders or the Subordinated Guarantors,
whether under any rule of construction or otherwise. On the contrary, this Guaranty has been
reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of
the words used so as to accomplish fairly the purposes and intentions of the Subordinated
Guarantors, the Debentureholders and the Second-Lien Trustee. Any reference herein to the
satisfaction or payment in full of the Guaranteed Obligations shall mean the payment in full in
cash of all Guaranteed Obligations other than contingent indemnification Guaranteed Obligations
that, at such time, are allowed to remain outstanding and are not required to be repaid pursuant to
the provisions of the Second-Lien Documents. Any reference herein to any Person shall be construed
to include such Person’s successors and assigns. Any requirement of a writing contained herein
shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a
representation and warranty as to the accuracy and completeness in all material respects of the
information contained therein. The captions and headings are for convenience of reference only and
shall not affect the construction of this Guaranty.



     2. Guaranty. Subject to Sections 4 and 5 below, each of the Subordinated Guarantors,
jointly and severally, hereby unconditionally and irrevocably guarantees to the Second-Lien
Trustee, on behalf of the Debentureholders, as primary obligor and not merely as surety, the full
and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of
the Guaranteed Obligations to the Debentureholder. Subject to Sections 4 and 5 below, if any or
all of the Guaranteed Obligations becomes due and payable hereunder, each of the Subordinated
Guarantors, unconditionally and irrevocably, promises to pay such



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indebtedness to the Second-Lien Trustee, on behalf of the Debentureholders, or order, on
demand, together with any and all reasonable documented out-of-pocket expenses which may be
incurred by the Second-Lien Trustee and the Debentureholders in enforcing or collecting any of the
Guaranteed Obligations. Subject to Sections 4 and 5 below, if claim is ever made upon the
Second-Lien Trustee or any Debentureholder for repayment or recovery of any amount or amounts
received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of (i) any judgment, decree or order of any
court or administrative body having jurisdiction over such payee or any of its property or (ii) any
settlement or compromise of any such claim effected by such payee with any such claimant (including
the Issuer), then and in such event the Subordinated Guarantors agree that any such judgment,
decree, order, settlement or compromise shall be binding upon the Subordinated Guarantors,
notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the
Issuer, and the Subordinated Guarantors shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee. Without limiting the generality of the foregoing, each
Subordinated Guarantor’s liability hereunder shall extend to all amounts that constitute part of
the Guaranteed Obligations and would be owed by the Issuer to the Second-Lien Trustee under the
Second-Lien Notes but for the fact that they are unenforceable or not allowable due to the
existence of any proceeding commenced by or against any Person under any provision of the
Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or
insolvency law, assignments for the benefit of creditors, formal or informal moratoria,
compositions, or extensions generally with creditors, or proceedings seeking reorganization,
arrangement, or other similar relief (an “Insolvency Proceeding”) involving any Credit
Party.



     3. Bankruptcy. Additionally, subject to Sections 4 and 5 below, the Subordinated
Guarantors unconditionally and irrevocably guarantee to the Second-Lien Trustee, on behalf of the
Debentureholders, the payment of any and all of the Guaranteed Obligations whether or not due or
payable by the Issuer upon the occurrence of any of the events specified in Sections 6.01(g) or
6.01(h) of the Second-Lien Notes Indenture, and unconditionally, irrevocably, jointly and severally
promise to pay such indebtedness to the Second-Lien Trustee, on behalf of the Debentureholders, or
order, on demand.



     4. Guaranty Non-Recourse. The Second-Lien Trustee, for itself and on behalf of each
Debentureholder, acknowledges and agrees that, notwithstanding any other provision of this Guaranty
or any other Second-Lien Document (other than the Intercreditor Agreement), recourse of the
Debentureholders against either of the Subordinated Guarantors hereunder and under the other
Second-Lien Documents to which the Subordinated Guarantors are a party shall be limited solely to
(i) the Mortgaged Vessels, (ii) Earnings and Insurance Collateral, (iii) the collateral assigned
pursuant to the Assignments of Charters and (iv) the Collateral (as defined in the Pledge
Agreement) pledged by Trico Operators pursuant to the Pledge Agreement, and shall not extend to any
other assets of either Subordinated Guarantor or generally to either of the Subordinated Guarantors
themselves, and the Subordinated Guarantors are not granting any security interest to the
Debentureholders pursuant to this Guaranty in any assets of either of the Subordinated Guarantors
or of any other Person. Any and all rights of the Second-Lien Trustee and the Debentureholders and
the obligations of the Subordinated Guarantors hereunder shall be interpreted subject to this
limitation on recourse against the



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Subordinated Guarantors. Nothing in this Guaranty or in any other Second-Lien Document (other
than the Intercreditor Agreement) shall otherwise limit any Debentureholder’s rights to, and
recourse against, any other Credit Party or any other Person or any of their respective assets.



     5. Subordination of Guaranty. The payment of the principal of, and interest on, and
all other amounts owing in respect of, the Guaranteed Obligations owed by the Subordinated
Guarantors (such principal and interest and all other amounts owed the “Subordinated
Obligations”) are hereby expressly subordinated, to the extent and in the manner hereinafter
set forth, to the prior payment in full in cash of all First-Lien Obligations. The provisions of
this Guaranty shall constitute a continuing offer to all Persons or other entities who, in reliance
upon such provisions, become holders of, or continue to hold, First-Lien Obligations, and such
provisions are made for the benefit of the holders of First-Lien Obligations, and such holders are
hereby made obligees hereunder the same as if their names were written herein as such, and they
and/or each of them may proceed to enforce such provisions.



     6. The Subordinated Guarantors Not to Make Payments with Respect to Subordinated
Obligations in Certain Circumstances. (a)  Upon the maturity of any First-Lien Obligations
(including interest thereon or fees or any other amounts owing in respect thereof), whether at
stated maturity, by acceleration or otherwise, all Obligations due and owing in respect thereof
shall first be paid in full in cash before any payment of any kind or character (whether in cash,
property, securities or otherwise) is made by any Subordinated Guarantor on account of the
principal of (including installments thereof), or interest on, or any other amount otherwise owing
in respect of, the Subordinated Obligations. The Subordinated Guarantors may not, directly or
indirectly (and no Person or other entity (other than, subject to the terms of the Intercreditor
Agreement, the Issuer) on behalf of the Subordinated Guarantors may), make any payment of any
principal of, and interest on, or any other amount owing in respect of, the Subordinated
Obligations and may not acquire all or any part of the Subordinated Obligations for cash, property
or securities until all First-Lien Obligations have been paid in full in cash if any Default or
Event of Default (each as defined below) is then in existence or would result therefrom. The
Second-Lien Trustee on behalf of each holder of the Subordinated Obligations hereby agrees that, so
long as any Default or Event of Default in respect of any First-Lien Obligations exists, it will
not ask, demand, sue for, or otherwise take, accept or receive, any amounts owing in respect of the
Subordinated Obligations. As used herein, the terms “Default” and “Event of
Default” shall mean any Default or Event of Default, respectively, under and as defined in, the
relevant documentation governing any First-Lien Obligations and in any event shall include any
payment default with respect to any First-Lien Obligations.



     (b) In the event that, notwithstanding the provisions of the preceding subsection (a) of this
Section 6, any payment shall be made by a Subordinated Guarantor on account of the principal of, or
interest on, or other amounts otherwise owing in respect of, the Subordinated Obligations, at a
time when payment is not permitted by the terms of the Intercreditor Agreement, the Subordinated
Obligations or by said subsection (a), such payment shall be held by the holder of the Subordinated
Obligations, in trust for the benefit of, and shall be paid forthwith over and delivered to, the
holders of First-Lien Obligations or their representative or representatives under the agreements
pursuant to which the First-Lien Obligations may have been issued, as their respective interests
may appear, for application pro rata to the payment of all First-Lien Obligations remaining unpaid
to the extent necessary to pay



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all First-Lien Obligations in full in cash in accordance with the terms of such First-Lien
Obligations, after giving effect to any concurrent payment or distribution to or for the holders of
First-Lien Obligations. Without in any way modifying the provisions of this Guaranty or affecting
the subordination effected hereby if such notice is not given, the Subordinated Guarantors shall
give the Second-Lien Trustee prompt written notice of any maturity of First-Lien Obligations after
which such First-Lien Obligations remains unsatisfied.



     (c) Until the Discharge of First-Lien Obligations (as defined in the Intercreditor Agreement),
the holders of the Subordinated Indebtedness shall not take any actions to enforce the Subordinated
Obligations against the Subordinated Guarantors including instituting legal or bankruptcy or
insolvency proceedings against the Subordinated Guarantors in respect thereof.



     (d) The Second-Lien Trustee, as a holder of the Second-Lien Obligations, shall not at any time
be charged with knowledge of the existence of any facts that would prohibit the making of any
payment to or by the Second-Lien Trustee or prohibit the Second-Lien Trustee from taking any
actions to enforce the Subordinated Obligations against the Subordinated Guarantors, including
instituting legal or bankruptcy or insolvency proceedings against the Subordinated Guarantors in
respect thereof, unless and until an Officer of the Second-Lien Trustee shall have received, no
later than the third Business Day prior to such payment or to the taking of such action, written
notice thereof from a Debentureholder, or the Subordinated Guarantors, and prior to the receipt of
any such written notice, the Second-Lien Trustee shall be entitled in all respects to conclusively
presume that no such facts exist. Unless the Second-Lien Trustee shall have received the notice
provided for in the preceding sentence, the Second-Lien Trustee shall have full power and authority
to receive such payment and to apply the same to the purpose for which it was received or to take
any actions to enforce the Subordinated Obligations against the Subordinated Guarantors, and shall
not be affected by any notice to the contrary which may be received by it on or after such date.
The rights of the holders of the First-Lien Obligations under the subordination provisions hereof
do not extend to any payments to the extent applied to the Second-Lien Trustee’s rights to
compensation or indemnity under the Second-Lien Documents.



     7. Subordinated Obligations Subordinated to Prior Payment of All First-Lien Obligations on
Dissolution, Liquidation or Reorganization of any of the Subordinated Guarantors. Upon any
distribution of assets of any of the Subordinated Guarantors upon any dissolution, winding up,
liquidation or reorganization of any of the Subordinated Guarantors (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of creditors or
otherwise):



     (a) the holders of all First-Lien Obligations shall first be entitled to receive payment in
full in cash of all First-Lien Obligations (including, without limitation, post-petition interest
at the rate provided in the documentation with respect to the First-Lien Obligations, whether or
not such post-petition interest is an allowed claim against the debtor in any bankruptcy or similar
proceeding) before the holder of the Subordinated Obligations is entitled to receive any payment of
any kind or character under this Guaranty on account of the principal of or interest on or any
other amount owing in respect of the Subordinated Obligations;



10









 





     (b) any payment or distribution of assets of any of the Subordinated Guarantors of any kind or
character, whether in cash, property or securities, to which the holder of the Subordinated
Obligations would be entitled except for the provisions of this Guaranty, shall be paid by the
liquidating trustee or agent or other Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders
of First-Lien Obligations or their representative or representatives under the agreements pursuant
to which the First-Lien Obligations may have been issued, to the extent necessary to make payment
in full in cash of all First-Lien Obligations remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such First-Lien Obligations; and



     (c) in the event that, in contravention of the foregoing provisions of this Section 7, any
payment or distribution of assets of any of the Subordinated Guarantors of any kind or character,
whether in cash, property or securities, shall be received by a holder of the Subordinated
Obligations on account of principal of, or interest or other amounts due on, the Subordinated
Obligations before all First-Lien Obligations are paid in full in cash, such payment or
distribution shall be received and held in trust for and shall forthwith be paid over to the
holders of the First-Lien Obligations remaining unpaid or their representative or representatives
under the agreements pursuant to which the First-Lien Obligations may have been issued, for
application to the payment of such First-Lien Obligations until all such First-Lien Obligations
shall have been paid in full in cash, after giving effect to any concurrent payment or distribution
to the holders of such First-Lien Obligations.



     If any holder of the Subordinated Obligations does not file a proper claim or proof of debt in
the form required in any proceeding or other action referred to in the introductory paragraph of
this Section 7 prior to 30 days before the expiration of the time to file such claim or claims,
then any of the holders of the First-Lien Obligations or their representative is hereby authorized
to file an appropriate claim for and on behalf of such holder of such Subordinated Obligations.



     Without in any way modifying the provisions of this Guaranty or affecting the subordination
effected hereby if such notice is not given, the Subordinated Guarantors shall give prompt written
notice to the Second-Lien Trustee of any dissolution, winding up, liquidation or reorganization of
any of the Subordinated Guarantors (whether in bankruptcy, insolvency or receivership proceedings
or upon assignment for the benefit of creditors or otherwise).



     8. Subrogation. Subject to the prior payment in full in cash of all First-Lien
Obligations, the holders of the Subordinated Obligations shall be subrogated to the rights of the
holders of First-Lien Obligations to receive payments or distributions of assets of any of the
Subordinated Guarantors applicable to the First-Lien Obligations until all amounts owing on the
Subordinated Obligations shall be paid in full, and for the purpose of such subrogation no payments
or distributions to the holders of the First-Lien Obligations by or on behalf of the Subordinated
Guarantors or by or on behalf of the holders of the Subordinated Obligations by virtue of this
Guaranty which otherwise would have been made to the holders of the Subordinated Obligations shall,
as between the Subordinated Guarantors, their respective creditors other than the holders of
First-Lien Obligations, and the holders of the Subordinated Obligations, be deemed to be payment by
the Subordinated Guarantors to or on account of the First-Lien Obligations, it being understood
that the provisions of this Guaranty are and are



11









 







intended solely for the purpose of defining the relative rights of the holders of the
Subordinated Obligations, on the one hand, and the holders of the First-Lien Obligations, on the
other hand.



     9. Obligation of the Subordinated Guarantors Unconditional. Subject to Section 4
hereof, nothing contained in this Guaranty or in the Subordinated Obligations is intended to or
shall impair, as between the Subordinated Guarantors and the holders of the Subordinated
Obligations, the obligation of the Subordinated Guarantors, which is absolute and unconditional, to
pay to the holders of the Subordinated Obligations the principal of and interest on the
Subordinated Obligations as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of the Subordinated
Obligations and creditors of the Subordinated Guarantors, other than the holders of the First-Lien
Obligations, nor shall anything herein or therein, except as expressly provided herein or in the
Intercreditor Agreement, prevent the holders of the Subordinated Obligations from exercising all
remedies otherwise permitted by applicable law, subject to the rights, if any, under this Guaranty
or in the Intercreditor Agreement of the holders of First-Lien Obligations in respect of cash,
property, or securities of the Subordinated Guarantors received upon the exercise of any such
remedy. Upon any distribution of assets of the Subordinated Guarantors referred to in this
Guaranty, the holder of the Subordinated Obligations shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee
or agent or other Person making any distribution to the holder of the Subordinated Obligations, for
the purpose of ascertaining the Persons entitled to participate in such distribution, the holders
of the First-Lien Obligations and other indebtedness of the Subordinated Guarantors, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Guaranty.



     10. Subordination Rights Not Impaired by Acts or Omissions of the Subordinated Guarantors
or Holders of First-Lien Obligations.  No right of any present or future holders of any
First-Lien Obligations to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Subordinated Guarantors or
by any act or failure to act by any such holder, or by any noncompliance by the Subordinated
Guarantors with the terms and provisions of the Subordinated Obligations, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with. The holders of the
First-Lien Obligations may, without in any way affecting the obligations of the holders of the
Subordinated Obligations with respect thereto, at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment of, change or extend the time of
payment of, or renew or alter, any First-Lien Obligations, or amend, modify or supplement any
agreement or instrument governing or evidencing such First-Lien Obligations or any other document
referred to therein, or exercise or refrain from exercising any other of their rights under the
First-Lien Obligations including, without limitation, the waiver of any default thereunder and the
release of any collateral securing such First-Lien Obligations, all without notice to or assent
from the holder of the Subordinated Obligations.



     11. Miscellaneous. If, at any time, all or part of any payment with respect to
First-Lien Obligations theretofore made by any of the Subordinated Guarantors or any other Person
or entity is rescinded or must otherwise be returned by the holders of First-Lien



12









 







Obligations for any reason whatsoever (including, without limitation, the insolvency,
bankruptcy or reorganization of any Subordinated Guarantor or such other Person or entity), the
subordination provisions set forth herein shall continue to be effective or be reinstated, as the
case may be, all as though such payment had not been made.



     12. Nature of Liability. The Subordinated Guarantors, jointly and severally, guaranty
that the Guaranteed Obligations will be paid strictly in accordance with the terms of the
Second-Lien Documents, regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Second-Lien Trustee with respect
thereto. The liability of the Subordinated Guarantors hereunder is exclusive and independent of
any security for or other guaranty of the Guaranteed Obligations, whether executed by the
Subordinated Guarantors, any other guarantor or by any other party, and, subject to the
Intercreditor Agreement, the liability of the Subordinated Guarantors hereunder shall not be
affected or impaired by (a) any lack of validity or enforceability of any Second-Lien Document; (b)
any direction as to application of payment by the Issuer or by any other party, or (c) any other
amendment or waiver of or any consent to departure from any Second-Lien Document, including,
without limitation, any increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Credit Party or otherwise, or (d) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed
Obligations, or (e) any payment on or in reduction of any such other guaranty or undertaking, or
(f) any dissolution, termination or increase, decrease or change in the corporate, limited
liability company or partnership structure or existence of the issuer or any change in personnel by
the Issuer, or (g) any payment made to any the Second-Lien Trustee or any Debentureholder on the
Guaranteed Obligations which the Second-Lien Trustee or any such Debentureholder repays to the
Issuer or any other Subsidiary of the Issuer pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, or (h) any action or
inaction of the type described in Section 6 of this Guaranty, or (i) any other circumstance
(including any statute of limitations) or any existence of or reliance on any representation by the
Second-Lien Trustee that might otherwise constitute a defense available to, or a discharge of, any
Credit Party or any other guarantor or surety.



This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the
Second-Lien Trustee or any other Person upon the insolvency, bankruptcy or reorganization of any
Transaction Party or otherwise, all as though such payment had not been made.



     13. Independent Obligation. The obligations of the Subordinated Guarantors hereunder
are independent of the obligations of any other guarantor, any other party or the Issuer, and a
separate action or actions may be brought and prosecuted against the Subordinated Guarantors
whether or not action is brought against any other guarantor, any other party or the Issuer and
whether or not any other guarantor, any other party or the Issuer be joined in any such action or
actions. The Subordinated Guarantors waive, to the fullest extent permitted by law, the benefit of
any statute of limitations affecting its liability hereunder or the enforcement thereof. Any
payment by the Issuer or other circumstance which operates to toll any statute of limitations as to
the Issuer shall operate to toll the statute of limitations as to the Subordinated Guarantors.



13









 





     14. Authorization. The Subordinated Guarantors authorize the Second-Lien Trustee
without notice or demand (except as shall be required by applicable statute or this Guaranty and
cannot be waived), and without affecting or impairing its liability hereunder, from time to time
to:



     (a) in accordance with the terms and provisions of this Guaranty and the other Second-Lien
Documents, change the manner, place or terms of payment of, and/or change or extend the time of
payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any
increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any
security therefor, or any liability incurred directly or indirectly in respect thereof, and this
Guaranty made shall apply to such Guaranteed Obligations as so changed, extended, renewed or
altered;



     (b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange,
release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the
Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and/or any offset there against;



     (c) exercise or refrain from exercising any rights against the Issuer, any other Subordinated
Guarantor or others or otherwise act or refrain from acting;



     (d) release or substitute any one or more endorsers, guarantors, the Issuer, other
Subordinated Guarantor or other obligors;



     (e) settle or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of the Issuer to its creditors other than the Second-Lien Trustee and the
Debentureholders;



     (f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of
the Issuer to the Second-Lien Trustee or the Debentureholders regardless of what liability or
liabilities of the Issuer remain unpaid;



     (g) consent to or waive any breach of, or any act, omission or default under, this Guaranty or
any other Second-Lien Document or any of the instruments or agreements referred to herein or
therein, or, pursuant to the terms of the Second-Lien Documents, otherwise amend, modify or
supplement this Guaranty or any other Second-Lien Document or any of such other instruments or
agreements; and/or



     (h) take any other action which would, under otherwise applicable principles of common law,
give rise to a legal or equitable discharge of the Subordinated Guarantors from their liabilities
under this Guaranty.



     15. Reliance. It is not necessary for any the Second-Lien Trustee or any
Debentureholder to inquire into the capacity or powers of the Subordinated Guarantors or any of



14









 







their Subsidiaries or the officers, directors, partners or agents acting or purporting to act
on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.



     16. Subordination. Any indebtedness of the Issuer now or hereafter owing to the
Subordinated Guarantors is hereby subordinated to the Guaranteed Obligations of the Issuer owing to
the Debentureholders; and if the Second-Lien Trustee so requests at a time when an Event of Default
(as defined under the Second-Lien Notes Indenture) exists, all such indebtedness of the Issuer to
the Subordinated Guarantors shall be collected, enforced and received by the Subordinated
Guarantors for the benefit of the Debentureholder and be paid over to the Second-Lien Trustee on
account of the Guaranteed Obligations, but without affecting or impairing in any manner the
liability of the Subordinated Guarantors under the other provisions of this Guaranty. Prior to the
transfer by the Subordinated Guarantors of any note or negotiable instrument evidencing any such
indebtedness of the Issuer to the Subordinated Guarantors, the Subordinated Guarantors shall mark
such note or negotiable instrument with a legend that the same is subject to this subordination.
Without limiting the generality of the foregoing, the Subordinated Guarantors hereby agree with the
Second-Lien Trustee and the Debentureholders that they will not exercise any right of subrogation
which they may at any time otherwise have as a result of this Guaranty (whether contractual, under
Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been paid in
full in cash and/or all of the Issuer’s obligations under the Second-Lien Notes have been
completely converted to equity securities of the Issuer. If and to the extent required in order
for the Guaranteed Obligations of any Subordinated Guarantor to be enforceable under applicable
federal, state and other laws relating to the insolvency of debtors, the maximum liability of such
Subordinated Guarantor hereunder shall be limited to the greatest amount which can lawfully be
guaranteed by such Subordinated Guarantor under such laws, after giving effect to any rights of
contribution, reimbursement and subrogation arising under this Section 16. If any amount shall be
paid to a Subordinated Guarantor in violation of the provisions hereof at any time prior to the
later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable
under this Guaranty and/or complete conversion of all of the Issuer’s obligations under the
Second-Lien Notes to equity securities of the Issuer, such amounts shall be held in trust for the
benefit of the Second-Lien Trustee and the Debentureholders and shall be subject to the terms of
the Intercreditor Agreement. Notwithstanding anything in this Guaranty to the contrary, neither the
Second-Lien Trustee nor any holder of Subordinated Obligations shall be required to hold in trust
or pay over to the holders of the First-Lien Obligations any proceeds of Collateral which the
holders of the Subordinated Obligations are not required to turn over the holders of the First-Lien
Obligations pursuant to the terms of the Intercreditor Agreement.



     17. Waiver.



     (a) The Subordinated Guarantors waive any right (except as shall be required by applicable
statute and cannot be waived) to require the Second-Lien Trustee and any Debentureholder to (i)
proceed against the Issuer, any other Subordinated Guarantor or any other party, (ii) proceed
against or exhaust any security held from the Issuer, any other guarantor or any other party or
(iii) pursue any other remedy in the power of the Second-Lien Trustee or any Debentureholder. The
Subordinated Guarantors waive any defense based on or arising out of any defense of the Issuer, any
other guarantor or any other party, other than payment in full in



15









 







cash of the Guaranteed Obligations, based on or arising out of the disability of the Issuer,
any other guarantor or any other party, or the validity, legality or unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Issuer other than payment in full in cash of the Guaranteed Obligations. The
Second-Lien Trustee and the Debentureholders may, at their election, foreclose on any security held
by the Second-Lien Trustee or any Debentureholder by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the Second-Lien Trustee or any
Debentureholder, may have against the Issuer, or any other party, or any security, without
affecting or impairing in any way the liability of the Subordinated Guarantors hereunder except to
the extent the Guaranteed Obligations have been paid in cash. The Subordinated Guarantors waive
any defense arising out of any such election by the Second-Lien Trustee and the Debentureholders,
even though such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of the Subordinated Guarantors against the Issuer, or any
other party or any security. Each Subordinated Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated herein and that the waiver set
forth in this Section 17 is knowingly made in contemplation of such benefits. The Subordinated
Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the
future.



     (b) The Subordinated Guarantors waive all presentments, demands for performance, protests and
notices, including, without limitation, notices of nonperformance, notices of protest, notices of
dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or
incurring of new or additional Guaranteed Obligations. The Subordinated Guarantors assume all
responsibility for being and keeping themselves informed of the Issuer’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which the Subordinated Guarantors assume
and incur hereunder, and agree that neither the Second-Lien Trustee nor any of the Debentureholders
shall have any duty to advise the Subordinated Guarantors of information known to them regarding
such circumstances or risks.



     18. Representations, Warranties and Covenants.



     (a) Each Subordinated Guarantor hereby represents and warrants as of the Closing Date as
follows:



          (i) Such Subordinated Guarantor (A) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization as set forth on Schedule II
hereto, (B) has all requisite corporate power and authority to conduct its business as now
conducted and as presently contemplated and to execute and deliver this Guaranty and each other
Second-Lien Document to which such Subordinated Guarantor is a party, and to consummate the
transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in
good standing in each jurisdiction in which the character of the properties owned or leased by it
or in which the transaction of its business makes such qualification necessary, except where the
failure to be so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




16









 








          (ii) The execution, delivery and performance by the Subordinated Guarantor of this Guaranty
and each other Second-Lien Document to which the Subordinated Guarantor is a party (A) have been
duly authorized by all necessary corporate action, (B) do not and will not contravene its charter
or by-laws, or any applicable law or any material contractual restriction binding on the
Subordinated Guarantor or its properties and do not and will not result in or require the creation
of any lien (other than pursuant to any Second-Lien Document) upon or with respect to any of its
properties, and (C) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or
approval applicable to it or its operations or any of its properties, except, in the case of
clauses (B) and (C) above, as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.




          (iii) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority is required in connection with the due execution, delivery and performance
by the Subordinated Guarantor of this Guaranty or any of the other Second-Lien Documents to which
the Subordinated Guarantor is a party (other than expressly provided for in any of the Second-Lien
Documents) except where the failure to do any of the foregoing could not reasonably be expected to
have a Material Adverse Effect.




          (iv) Each of this Guaranty and the other Second-Lien Documents to which the Subordinated
Guarantor is or will be a party, when delivered, will be, a legal, valid and binding obligation of
the Subordinated Guarantor, enforceable against the Subordinated Guarantor in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of
whether enforcement is sought in equity or at law).




          (v) There is no pending or, to the knowledge of the Subordinated Guarantor, threatened,
action, suit or proceeding against the Subordinated Guarantor or to which any of the properties of
the Subordinated Guarantor is subject, before any court or other governmental authority or any
arbitrator that (A) could reasonably be expected to have a Material Adverse Effect or (B) relates
to this Guaranty or any of the other Second-Lien Documents to which the Subordinated Guarantor is a
party or any transaction contemplated hereby or thereby.




          (vi) Such Subordinated Guarantor (A) has read and understands the terms and conditions of the
Second-Lien Notes Indenture, the Second-Lien Notes and the other Second-Lien Documents, and (B) now
has and will continue to have independent means of obtaining information concerning the affairs,
financial condition and business of the Issuer and the other Credit Parties, and has no need of, or
right to obtain from the Second-Lien Trustee or any Debentureholder, any credit or other
information concerning the affairs, financial condition or business of the Issuer or the other
Credit Parties that may come under the control of the Second-Lien Trustee or any Debentureholder.




          (vii) The official number and jurisdiction of registration and flag of each Mortgaged Vessel
owned by such Subordinated Guarantor on the Closing Date are set forth on Schedule I
hereto.  Each Mortgaged Vessel (unless such Mortgaged Vessel is in lay-up) owned by such
Subordinated Guarantor is operated in compliance with all applicable law, rules




17









 







and regulations, except where the failure to so comply could not reasonably be expected to
have a Material Adverse Effect. 




          (viii) Such Subordinated Guarantor is qualified to own and operate the Mortgaged Vessels owned
by such Subordinated Guarantor on the Closing Date under the laws of Dominica, Mexico or the United
States, as may be applicable.




       (b) Each Subordinated Guarantor hereby covenants and agrees, with respect to itself, as
follows:



       (i) Within 10 Business Days after such Subordinated Guarantor obtains knowledge thereof, it
will give to the Second-Lien Trustee written notice of any of the following environmental matters
occurring after the Closing Date, except to the extent such environmental matters could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:




     (A) any Environmental Claim pending or threatened in writing against such Subordinated
Guarantor or any of its Subsidiaries or any vessel or Real Property owned, operated or
occupied by such Subordinated Guarantor or any of its Subsidiaries;




     (B) any condition or occurrence on or arising from any vessel or Real Property owned,
operated or occupied by such Subordinated Guarantor or any of its Subsidiaries that
(a) results in noncompliance by such Subordinated Guarantor or any of its Subsidiaries with
any applicable Environmental Law or (b) could reasonably be expected to form the basis of an
Environmental Claim in excess of $5,000,000 against such Subordinated Guarantor or any of
its Subsidiaries or any such vessel or Real Property;




     (C) any condition or occurrence on any vessel or Real Property owned, operated or
occupied by such Subordinated Guarantor or any of its Subsidiaries that could reasonably be
expected to cause such vessel or Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability by such Subordinated Guarantor or any of such
Subsidiary of such vessel or Real Property under any Environmental Law; and




     (D) the taking of any removal or remedial action in response to the actual or alleged
presence of any Hazardous Material on any vessel or Real Property owned, operated or
occupied by such Subordinated Guarantor or any of its Subsidiaries as required by any
Environmental Law or any governmental or other administrative agency;


provided that in any event each Subordinated Guarantor shall deliver to the Second-Lien Trustee all
notices received by such Subordinated Guarantor or any of its Subsidiaries from any government or
governmental agency under, or pursuant to, CERCLA or OPA that identify such Subordinated Guarantor
or any of its Subsidiaries as a potentially responsible party for remediation costs or otherwise
notify such Subordinated Guarantor or such Subsidiary of liability under CERCLA or OPA, as the case
may be. All such notices shall reasonably describe the nature of the claim, investigation,
condition, occurrence or removal or remedial action and such


18









 






Subordinated Guarantor’s or its Subsidiary’s response thereto. In addition, such Subordinated
Guarantor will provide the Second-Lien Trustee such reasonable additional information as may be
requested by the Second-Lien Trustee with respect to the foregoing matters.




     (ii) Each Subordinated Guarantor will, and shall cause each of its Subsidiaries to, (A) comply
with all applicable Environmental Laws, except such non-compliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (B)
comply in all material respects with all permits issued pursuant to Environmental Laws applicable
to, or required by, the ownership or use of any vessel or Real Property now or hereafter owned,
operated or occupied by such Subordinated Guarantor or any of its Subsidiaries (except such
non-compliances as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect), (C) pay or cause to be paid all costs and expenses incurred in
connection with maintaining such compliance (except to the extent being contested in good faith),
and (D) will keep or cause the Mortgaged Vessels owned by such Subordinated Guarantor or such
Subsidiary to be kept free and clear of any liens imposed pursuant to such Environmental Laws
(other than Permitted Liens). None of the Subordinated Guarantors and their Subsidiaries shall
generate, use, treat, store, release or dispose of, or permit the generation, use, treatment,
storage, release or disposal of, Hazardous Materials on any vessel or Real Property now or
hereafter owned or operated by such Subordinated Guarantor or any of its Subsidiaries, or transport
or permit the transportation of Hazardous Materials to or from any ports, vessels or Real
Properties, except in compliance with all applicable Environmental Laws (except such
non-compliances as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect).



     (iii) Subject to the terms of the Intercreditor Agreement, each Subordinated Guarantor will
(A) keep all material property necessary to its business in good working order and condition
(ordinary wear and tear and loss or damage by casualty or condemnation excepted), (B) maintain
insurance on the Mortgaged Vessels in at least such amounts and against at least such risks as are
in accordance with normal industry practice for similarly situated insureds and (C) furnish to the
Second-Lien Trustee, at the written request of the Second-Lien Trustee, a complete description of
the material terms of insurance carried, except, in each case, where to the failure of such
Subordinated Guarantor to do any of the foregoing could not reasonably be expected to have Material
Adverse Effect.



     (iv) The Subordinated Guarantor shall at all times be wholly-owned, directly or indirectly, by
the Issuer.



     (v) Neither Subordinated Guarantor will change the flag of any Mortgaged Vessel owned by such
Subordinated Guarantor to any jurisdiction other than: (A) Bahamas, Cyprus, Dominica,
Malta, Mexico, Norway, the United States, the United Kingdom, and Vanuatu and (B) prior to the
Discharge of First Lien Obligations (as defined in the Intercreditor Agreement) any jurisdiction
acceptable to the First-Lien Collateral Agent, except, in the case of clause (B), to the extent
that the flagging of a Mortgaged Vessel in such jurisdiction could reasonably be expected to have a
Material Adverse Effect.



     (vi) Following the Discharge of First-Lien Credit Agreement Obligations (as defined in the
Intercreditor Agreement), the Subordinated Guarantor will use its commercially reasonable efforts
to cause the earnings derived from each of the respective Mortgaged Vessels



19









 







owned by such Subordinated Guarantor, to the extent constituting Earnings and Insurance
Collateral, to be deposited by the respective account debtor into one or more of the accounts
maintained for and in the name of such Subordinated Guarantor in which the Second-Lien Trustee
shall have a security interest (the “Second-Lien Accounts”). Without limiting the
Subordinated Guarantor’s obligations in respect of this Section 18(b)(vi), the Subordinated
Guarantor agrees that, in the event that following the Discharge of First-Lien Credit Agreement
Obligations (as defined in the Intercreditor Agreement), it receives any earnings constituting
Earnings and Insurance Collateral, or any such earnings are deposited other than in one of the
Second-Lien Accounts, it shall promptly deposit all such proceeds into one of the Second-Lien
Accounts.



     19. Payments; Application. All payments to be made hereunder by the Subordinated
Guarantors shall be made in United States Dollars, in immediately available funds, and without
deduction (whether for taxes or otherwise) or offset and shall be applied to the Guaranteed
Obligations in accordance with the terms of the Second-Lien Notes, the Second-Lien Notes Indenture
and the Intercreditor Agreement.



     20. Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing and mailed, telexed, telecopied or
delivered: if to a Subordinated Guarantor, at, 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380, Attention: General Counsel, and Vinson & Elkins LLP, First City Tower, 1001 Fannin Street,
Suite 2500, Houston, TX 77002-6760, Attention: Kevin Lewis; and if to the Collateral Agent, at its
address specified on its signature page hereto. All such notices and communications shall (i) when
mailed, be effective three Business Days after being deposited in the mails, prepaid and properly
addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after
delivery to the overnight courier prepaid and properly addressed for delivery on such next Business
Day, or (iii) when sent by telex or telecopier, be effective when sent by telex or telecopier,
except that notices and communications to the Collateral Agent or the Pledgor shall not be
effective until received by the Collateral Agent or the Pledgor, as the case may be.



     21. Cumulative Remedies. No remedy under this Guaranty or any other Second-Lien
Document is intended to be exclusive of any other remedy, but each and every remedy shall be
cumulative and in addition to any and every other remedy given under this Guaranty or any other
Second-Lien Document and those provided by law. No delay or omission by the Debentureholders, or
by the Second-Lien Trustee on their behalf, to exercise any right under this Guaranty shall impair
any such right nor be construed to be a waiver thereof. No failure on the part of the
Debentureholders or of the Second-Lien Trustee on their behalf to exercise, and no delay in
exercising, any right under this Guaranty shall operate as a waiver thereof; nor shall any single
or partial exercise of any right under this Guaranty preclude any other or further exercise thereof
or the exercise of any other right.



     22. Severability of Provisions. Each provision of this Guaranty shall be severable
from every other provision of this Guaranty for the purpose of determining the legal enforceability
of any specific provision.



     23. Entire Agreement; Amendments. This Guaranty constitutes the entire agreement
between the parties pertaining to the subject matter contained herein. This Guaranty



20









 







may not be altered, amended, or modified, nor may any provision hereof be waived or
noncompliance therewith consented to, except by means of a writing executed by the Subordinated
Guarantors and Second-Lien Trustee, on behalf of the Debentureholders. Any such alteration,
amendment, modification, waiver, or consent shall be effective only to the extent specified therein
and for the specific purpose for which given. No course of dealing and no delay or waiver of any
right or default under this Guaranty shall be deemed a waiver of any other, similar or dissimilar,
right or default or otherwise prejudice the rights and remedies hereunder.



     24. Continuing Guaranty; Assignment. This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations
and/or complete conversion of all of the Issuer’s obligations under the Second-Lien Notes to equity
securities of the Issuer and shall not terminate for any reason prior thereto and (b) be binding
upon each Subordinated Guarantor and its respective successors and assigns. This Guaranty shall
inure to the benefit of and be enforceable by the Second-Lien Trustee and its successors, and
permitted pledgees, transferees and assigns. Notwithstanding the foregoing and for the avoidance
of doubt, this Guaranty will expire and each Subordinated Guarantor will be released from its
obligation hereunder upon the earliest of (i) payment in full in cash of the Guaranteed
Obligations, (ii) complete conversion of all of the Issuer’s obligations under the Second-Lien
Notes to equity securities of the Issuer or (iii) pursuant to Section 29.



     25. The Second-Lien Trustee as Agent. The Second-Lien Trustee will hold in accordance
with this Guaranty and the Intercreditor Agreement all payments at any time received under this
Guaranty. It is expressly understood and agreed by each Debentureholder that by accepting the
benefits of this Guaranty each such Debentureholder acknowledges and agrees that the obligations of
the Second-Lien Trustee as holder of such payments and interests therein and with respect to the
application thereof, and otherwise under this Guaranty, are only those expressly set forth in this
Guaranty. The Second-Lien Trustee shall act hereunder on the terms and conditions set forth
herein, in the Intercreditor Agreement and in Section 7 of the Second-Lien Notes Indenture.



     26. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. (a) THIS GUARANTY AND THE RIGHTS AND
OBLIGATIONS OF THE DEBENTUREHOLDERS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS GUARANTY OR ANY OTHER SECOND-LIEN DOCUMENT TO WHICH ANY SUBORDINATED GUARANTOR IS A
PARTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY
OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
LOCATED WITHIN THE CITY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH PARTY
HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY



21









 







REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THEIR ADDRESSES SET FORTH IN
SECTION 20 HEREOF SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.



     (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER
SECOND LIEN DOCUMENT TO WHICH SUCH PARTY IS A PARTY BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A)
ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



     (c) THE SUBORDINATED GUARANTORS, THE SECOND-LIEN TRUSTEE AND (BY THEIR ACCEPTANCE OF THE
BENEFITS OF THIS GUARANTY) EACH DEBENTUREHOLDER HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE
OTHER SECOND-LIEN DOCUMENTS TO WHICH EITHER SUBORDINATED GUARANTOR IS A PARTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.



     27. Intercreditor Agreement. Notwithstanding anything herein to the contrary, this
Guaranty and the exercise of any right or remedy by the Second-Lien Trustee hereunder are subject
to the provisions of the Intercreditor Agreement and the Second-Lien Notes Indenture. In the event
of any conflict between the terms of the Intercreditor Agreement and the Second-Lien Notes
Indenture, on the one hand, and this Guaranty, on the other hand, the terms of the Intercreditor
Agreement and the Second-Lien Notes Indenture shall govern and control. The Second-Lien Trustee
shall act hereunder on the terms and conditions contained in this Guaranty, the Intercreditor
Agreement and the Second-Lien Notes Indenture; provided that the Second-Lien Trustee shall
exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms
of the Intercreditor Agreement and the Second-Lien Notes Indenture, and in so exercising such
remedies shall be entitled to the rights and protections afforded the Second-Lien Trustee contained
therein.



     28. Additional Subsidiary Guarantors. Each Domestic Subsidiary of the Issuer that
becomes a party to a Vessel Mortgage, Assignment of Insurances and Assignment of Earnings after the
date hereof shall become a Subordinated Guarantor for all purposes of this Guaranty upon execution
and delivery to the Second-Lien Trustee by such Domestic Subsidiary of an Acknowledgment and
Consent in the form of Exhibit A hereto.



     29. Termination; Release.



22









 





     (a) After the Termination Date, this Guaranty shall terminate, and Second-Lien Trustee, at
the request and expense of the Subordinated Guarantors, will as promptly as practicable execute and
deliver to the Subordinated Guarantors a proper instrument or instruments acknowledging the
satisfaction and termination of this Guaranty. As used in this Guaranty, “Termination Date”
shall mean the earlier to occur of date upon which the Guaranteed Obligations have been paid in
full.



     (b) In the event that a Subordinated Guarantor shall no longer own any Second-Lien Collateral,
then such Subordinated Guarantor shall immediately be automatically released from its obligations,
and shall have no further liability, under this Guaranty, and the Second-Lien Trustee, at the
request and expense of such Subordinated Guarantor, and subject to the terms of the Intercreditor
Agreement, will duly and promptly execute all instruments necessary to evidence such release.



     (b) The Second-Lien Trustee shall have no liability whatsoever to any Debentureholder as a
result of any release of any Subordinated Guarantor by it in accordance with this Section 29.



     30. General Limitation. In any action or proceeding involving any state corporate
limited partnership or limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if
the obligations of any Subordinated Guarantor under this Guaranty would otherwise be held or
determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any
other creditors, on account of the amount of its liability under this Guaranty, then,
notwithstanding any other provision to the contrary, the amount of such liability shall, without
any further action by such Subordinated Guarantor, the Issuer or any other person, be automatically
limited and reduced to the highest amount that is valid and enforceable and not subordinated to the
claims of other creditors as determined in such action or proceeding.



23









 





     IN WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty as of the date
first written above.



	 	 	 	 	 
	10001 Woodloch Forest Drive, Suite 610	 	TRICO MARINE ASSETS, INC.,
	The Woodlands, Texas 77380	 	     as a Subordinated Guarantor
	Attention: General Counsel
	 	 	 	 
	Tel. No.:  (713) 780-9926
	 	 	 	 
	Fax No.:  (713) 750-0062

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	VP & General Counsel
	 
	 	 	 	 
	 	 	TRICO MARINE OPERATORS, INC.,
	 	 	     as a Subordinated Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	VP & General Counsel
	 
	 	 	 	 
	145 Ross Avenue, 2nd Floor	 	WELLS FARGO BANK,
	MAC T5303-022	 	NATIONAL ASSOCIATION
	Dallas, TX 75202	 	     as Second-Lien Trustee
	Telephone: (214) 740-1573
	 	 	 	 
	Telecopier: (214) 777-4086

	 	By:	 	 
	 

	 	 	 	 
	Attention:  Corporate Trust Services

	 	Title:	 	 






 









 






Schedule I




Mortgaged Vessels




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	 
	Name	 	Flag/Registry	 	Location	 	Number	 	Registered Owner
	Big Blue River
	 	Dominica	 	West Africa	 	50322	 	Trico Marine Assets, Inc.
	Elm River
	 	Dominica	 	West Africa	 	50206	 	Trico Marine Assets, Inc.
	Kings River
	 	Dominica	 	West Africa	 	50259	 	Trico Marine Assets, Inc.
	Trico Mystic
	 	U.S.	 	Brazil	 	1215615	 	Trico Marine Assets, Inc.
	Trico Moon
	 	U.S.	 	Gulf of Mexico	 	1212011	 	Trico Marine Assets, Inc.







25









 





Schedule II




	 	 	 
	Subordinated Guarantor	 	Jurisdiction of Organization
	Trico Marine Assets, Inc.

	 	Delaware
	 
	Trico Marine Operators, Inc.

	 	Louisiana






26









 





Exhibit A




FORM OF ACKNOWLEDGMENT AND CONSENT




     The undersigned hereby acknowledges receipt of a copy of the Subordinated Limited Recourse
Guaranty, dated May    , 2009 (as amended, restated or otherwise modified from time to time, the
“Guaranty”), made by the Subordinated Guarantors party thereto for the benefit of Wells
Fargo Bank, National Association, as trustee (in such capacity, and together with its successors
and assigns, the “Second-Lien Trustee”); capitalized terms used but not defined herein have the
meanings given such terms therein. The undersigned agrees for the benefit of the Second-Lien
Trustee and the Debentureholders that, from and after the date hereof and until released from its
obligations under the Guaranty in accordance with the terms thereof, (i) the undersigned will be
bound by the terms of the Guaranty and will comply with such terms insofar as such terms are
applicable to the undersigned and (ii) the undersigned is, and will continue to be, a Subsidiary
Guarantor. Capitalized terms used herein and not otherwise defined herein have the meanings
assigned thereto in the Guaranty.



     The undersigned hereby represents and warrants as of the date hereof as follows:



          (i) The undersigned (A) is a corporation, limited liability company or partnership duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization as set forth on Schedule I hereto, (B) has all requisite corporate, limited liability
company or partnership power and authority, as applicable, to conduct its business as now conducted
and as presently contemplated and to execute and deliver the Guaranty (by way of this
Acknowledgment and Consent) and each other Second-Lien Document to which the undersigned is or
will be a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly
qualified to do business and is in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business makes such
qualification necessary, except where the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          (ii) The execution, delivery and performance by the undersigned of the Guaranty and each other
Second-Lien Document to which the undersigned is or will be a party (A) have been duly authorized
by all necessary corporate, limited liability company or partnership action, as applicable, (B) do
not and will not contravene its charter, by-laws, limited liability company agreement or
partnership agreement, as applicable, or any applicable law or any material contractual restriction
binding on the undersigned or its properties and do not and will not result in or require the
creation of any lien (other than pursuant to any Second-Lien Document) upon or with respect to any
of its properties, and (C) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or
approval applicable to it or its operations or any of its properties, except, in the case of
clauses (B) and (C) above, as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.




          (iii) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority is required in connection with the due execution, delivery and performance
by the undersigned of this Acknowledgement and Consent, the Guaranty or any other Second-Lien
Documents to which the undersigned is a party (other than




 









 







expressly provided for in any of the Second-Lien Documents) except where the failure to do any
of the foregoing could not reasonably be expected to have a Material Adverse Effect.




          (iv) Each of this Acknowledgement and Consent, the Guaranty, and when delivered, the other
Second-Lien Documents to which the undersigned is or will be a party are or will be, a legal, valid
and binding obligation of the undersigned, enforceable against the undersigned in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles
(regardless of whether enforcement is sought in equity or at law).




          (v) There is no pending or, to the knowledge of the undersigned, threatened, action, suit or
proceeding against the undersigned or to which any of the properties of the undersigned is subject,
before any court or other governmental authority or any arbitrator that (A) could reasonably be
expected to have a Material Adverse Effect or (B) relates to the Guaranty or any of the other
Second-Lien Documents to which the undersigned is a party or any transaction contemplated hereby or
thereby.




          (vi) The undersigned (A) has read and understands the terms and conditions of the Second-Lien
Notes Indenture, the Second-Lien Notes and the other Second-Lien Documents, and (B) now has and
will continue to have independent means of obtaining information concerning the affairs, financial
condition and business of the Issuer and the other Credit Parties, and has no need of, or right to
obtain from the Second-Lien Trustee or any Debentureholder, any credit or other information
concerning the affairs, financial condition or business of the Issuer or the other Credit Parties
that may come under the control of the Second-Lien Trustee or any Debentureholder.




          (vii) The official number and jurisdiction of registration and flag of each Mortgaged Vessel
owned by the undersigned on the date hereof are set forth on Schedule I to this
Acknowledgment and Consent.  Each Mortgaged Vessel (unless such Mortgaged Vessel is in lay-up)
owned by the undersigned is operated in compliance with all applicable law, rules and regulations,
except where the failure to so comply could not reasonably be expected to have a Material Adverse
Effect. 




          (viii) The undersigned is qualified to own and operate the Mortgaged Vessels owned by the
undersigned on the Closing Date under the laws of [                    ], as may be applicable.




	 	 	 	 	 
	 	 	[NAME OF SUBORDINATED GUARANTOR],
	 	 	     as a Subordinated Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 






28









 






Schedule I to Exhibit A




Jurisdiction of Organization





29