(xvii) and inserting “; and” in lieu thereof, and (C) adding new subsection (xviii) asfollows: “(xviii) Indebtedness permitted under Section 10.12.”.     5. Section 10.05 of the Credit Agreement is hereby amended by (A) deleting the word “and” atthe end of subsection (xi), (B) deleting the period at the end of subsection (xii) and inserting “;and” in lieu thereof, and (C) adding new subsection (xiii) as follows: “(xiii) Investmentspermitted under Section 10.12.”.     6. Section 10.12 of the Credit Agreement is hereby amended by deleting in its entiretysubsection (ii) contained therein and replacing it with the following new subsection (ii): “(ii)(x)guarantees of indebtedness of DeepOcean and its Subsidiaries in an aggregate principal amount notto exceed $300,000,000 and (y) other additional Investments not to exceed $5,000,000 in theaggregate.”.II. Miscellaneous Provisions.     1. In order to induce the Lenders to enter into this First Amendment, the Borrower herebyrepresents and warrants that other than with respect to a Default or Event of Default that may haveoccurred under Section 10.09 of the Credit Agreement (which Default or Event of Default is cured bythis First Amendment), (i) no Default or Event of Default exists as of the First AmendmentEffective Date (as defined herein) before giving effect to this First Amendment, (ii) no Default orEvent of Default exists as of the First Amendment Effective Date (as defined herein) after givingeffect to this First Amendment and (iii) all of the representations and warranties contained in theCredit Agreement or the other Credit Documents are true and correct in all material respects on theFirst Amendment Effective Date both before and after giving effect to this First Amendment, withthe same effect as though such representations and warranties had been made on and as of the FirstAmendment Effective Date (it being understood that any representation or warranty made as of aspecific date shall be true and correct in all material respects as of such specific date).     2. The Credit Agreement is modified only by the express provisions of this First Amendment andthis First Amendment shall not constitute a modification, acceptance or waiver of any otherprovision of the Credit Agreement or any other Credit Document except as specifically set forthherein.     3. This First Amendment may be executed in any number of counterparts and by the differentparties hereto on separate counterparts, each of which counterparts when executed and deliveredshall be an original, but all of which shall together constitute one and the same instrument. Acomplete set of counterparts shall be lodged with the Borrower and the Administrative Agent.     **4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**     5. This First Amendment shall become effective on the Amendment Date (and the amendments andother modifications set forth herein shall apply retroactively as of the   NEWYORK 7013530 (2K) Trico $50MM First Amendment

 
First Amendment Effective Date) when the Borrower, each other Credit Party and the RequiredLenders shall have signed a counterpart hereof (whether the same or different counterparts) andshall have delivered (including by way of facsimile or other electronic transmission) the same toWhite & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimilenumber: 212-354-8113 / email: myip@whitecase.com).     6. From and after the First Amendment Effective Date, all references in the Credit Agreementand each of the other Credit Documents to the Credit Agreement shall be deemed to be references tothe Credit Agreement, as modified hereby.* * *   NEWYORK 7013530 (2K) Trico $50MM First Amendment

 
     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to executeand deliver this First Amendment as of the date first above written.      TRICO MARINE SERVICES, INC.