**EXHIBIT 10.17**

 

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AGREEMENT

           THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT(hereinafter called this ***"Amendment"***) is entered intoeffective as of July 31, 2001 (the "***Effective Date***"),among (a) TRICO MARINE OPERATORS, INC. (***"Marine Operators"***),a Louisiana corporation, TRICO MARINE ASSETS, INC. (***"MarineAssets"***), a Delaware corporation (each of Marine Operators andMarine Assets a ***"Borrower"*** and, collectively ***"Borrowers"***),(b) TRICO MARINE SERVICES, INC. (***"Parent"***), a Delawarecorporation, (c) the financial institutions listed on ***Schedule 1.1***of the Agreement (hereinafter described) and such other financial institutionsas may become parties to the Agreement from time to time (individually a ***"Bank"***and collectively the ***"Banks"***), (d) WELLS FARGO BANK, N.A.,as issuing bank (***"Issuing Bank"***), and (e) WELLS FARGOBANK TEXAS, NATIONAL ASSOCIATION (successor by consolidation to Wells Fargo Bank(Texas), National Association), as administrative agent for itself, the IssuingBank and such financial institutions (***"Administrative Agent"***),CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch, as documentation agent foritself and such financial institutions (***"Documentation Agent"***)(collectively***"Agents"*** and/or ***"Arrangers"***).

WITNESSETH:

           WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, theDocumentation Agent and the Administrative Agent entered into a Third Amendedand Restated Revolving Credit Agreement dated as of July 19, 1999 (hereinaftercalled the ***" Restated Agreement"***), whereby, upon theterms and conditions therein stated, the Banks and the Issuing Bank agreed tomake available to the Borrowers a credit facility upon the terms and conditionsset forth in the Agreement; and

           WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, theDocumentation Agent and the Administrative Agent entered into (i) a FirstAmendment to Third Amended and Restated Revolving Credit Agreement dated as ofSeptember 30, 1999 (the ***"First Amendment"***), (ii) aSecond Amendment to Third Amended and Restated Revolving Credit Agreement datedas of December 31, 1999 (the "***Second Amendment***"),(iii) a Third Amendment to Third Amended and Restated Revolving CreditAgreement dated as of March 31, 2000 (the "***Third Amendment***"),and (iv) a Fourth Amendment to Third Amended and Restated Revolving CreditAgreement dated as of August 11, 2000 (the "***Fourth Amendment***");and

            WHEREAS,the Restated Agreement, as amended by the First Amendment, Second Amendment,Third Amendment, and Fourth Amendment is hereinafter called the ***"Agreement"***;and

            WHEREAS,the Company has requested that the Banks, the Issuing Bank and the Agents agreeto certain amendments to the Agreement;

            NOW,THEREFORE, for and in consideration of the mutual covenants and agreementsherein contained, the parties to this Amendment hereby agree as follows:

            SECTION 1.Terms Defined in Agreement. As used in this Amendment, except as mayotherwise be provided herein, all capitalized terms which are defined in theAgreement shall have the same meaning herein as therein, all of such terms andtheir definitions being incorporated herein by reference.

            SECTION 2.Amendments to Agreement. The Agreement hereby is amended as follows:

                       (a) ***Section 1.1*** of the Agreement hereby is amended by deleting ***subsection(ii)*** of the definition of "***Excluded Capital Expenditures***"therefrom and substituting the following ***subsection (ii)*** in lieuthereof:

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"(ii) any Capital Expenditure of the Parent or any    of its Subsidiaries not to exceed $50,000,000 during any fiscal year of the    Parent, where not less than seventy-five (75%) of the consideration paid or    payable by the Parent and its Subsidiaries in connection therewith is funded    with the Proceeds of a Permitted Equity Issuance."

                       (b) ***Section 1.1*** of the Agreement hereby is amended by deleting thedefinition of "***Maturity Date***" therefrom and substitutingthe following definition in lieu thereof:

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"Maturity Date. The earlier of (i) June 30,    2003, or (ii) the date on which the Banks' commitments terminate in    accordance with the provisions of this Agreement."

                       (c) ***Section 9.1(f)(ii)*** of the Agreement is hereby deleted and thefollowing ***Section 9.1(f)(ii)*** is substituted in lieu thereof:

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"(ii) the principal amount of Indebtedness issued torefinance or replace such Indebtedness is not increased beyond the amountoutstanding thereunder (and in the case of revolving credit facilities themaximum amount available for borrowing thereunder is not increased above theamount in place on the Closing Date hereof), except as otherwise permittedpursuant to ***Section 9.1(n)*** hereof,"

                       (d) ***Section 9.1(l)*** of the Agreement is amended hereby by deletingthe word "and" from the end thereof.

                       (e) ***Section 9.1(m)*** of the Agreement is amended hereby by deletingthe period "(.)"at the end thereof, and substituting "; and"in lieu thereof.

                       (f) ***Section 9.1*** of the Agreement is amended hereby by adding thefollowing new ***Section 9.1(n)*** thereto:

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"(n) In addition to the Indebtedness of the NorwegianSubsidiaries existing on the Closing Date of this Agreement as listed anddescribed on Schedule 9.1 and Indebtedness from time to time issued torefinance or replace such Indebtedness to the extent permitted under Section9.1(f) (including, without limitation, any Indebtedness issued to refinanceor replace such Indebtedness that increases the commitment amount of theIndebtedness thereunder by an amount equal to some portion or all of theadditional Indebtedness permitted under this Section 9.1(n), provided,that, any such increase shall reduce the amount otherwise available under this Section9.1(n)), Indebtedness of the Norwegian Subsidiaries in an aggregateprincipal amount as to all Norwegian Subsidiaries not to exceed $35,000,000 solong as (A) the ability of such Norwegian Subsidiary to make dividends,distributions or loans to Parent or Borrowers is not more onerous than that withrespect to the Indebtedness of the Norwegian Subsidiaries set forth on Schedule9.1 and (B) such Indebtedness is not guaranteed by Parent, Borrowers or anyother Subsidiary of Parent (other than the Norwegian Subsidiaries) and none ofParent, Borrowers or any other Subsidiary of Parent (other than the NorwegianSubsidiaries) has any liability or obligation with respect thereto."

                       (g) ***Section 9.15*** of the Agreement hereby is amended by deletingthe proviso therefrom and substituting the following proviso in lieu thereof:

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", provided, however, so long as no Default or Event    of Default shall then exist or will result therefrom, (i) the Parent may    prepay the Senior Notes with net cash proceeds from the issuance of    Non-Redeemable Common Stock or the redemption of the Senior Notes in    exchange for Non-Redeemable Common Stock, and (ii) the Parent and any of its    Subsidiaries may prepay up to $25,000,000 of the Senior Notes in advance of    the scheduled maturity date thereof, if after giving effect to such    Purchase, the unborrowed portion of the Total Commitment is equal to or    greater than $20,000,000."

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"SECTION 10.2. LEVERAGE RATIO. The Parent and    the Borrowers will not permit the Leverage Ratio, determined as of the end    of each fiscal quarter of the Parent ending during a period set forth in the    table below, to be greater than the ratio set forth opposite each period in    such table:

**Period Ending**Maximum Ratio
6/30/01 through 12/30/02
4.50:1.00
12/31/02 through 06/29/03
4.00:1.00
6/30/03 and thereafter
3.50:1.00
                       (i) ***Section 10.5*** of the Agreement is hereby deleted and thefollowing ***Section 10.5*** is substituted in lieu thereof:
***"SECTION 10.5 CAPITAL EXPENDITURES.  The Parent will not, and will not permit any of its Subsidiaries to, make  Capital Expenditures, other than Excluded Capital Expenditures and Maintenance  Capital Expenditures, in an aggregate amount in excess of $20,000,000 during  the 2001 fiscal year of the Parent, in excess of $55,000,000 during the 2002  fiscal year of the Parent, and in excess of $20,000,000 in any fiscal year of  the Parent thereafter. In addition, and as a further limitation, the Borrowers  will not make any Capital Expenditures other than (i) Maintenance Capital  Expenditures, (ii) Excluded Capital Expenditures, and (iii) additional Capital  Expenditures; provided, that the aggregate amount of such additional  Capital Expenditures made by the Borrowers pursuant to this clause (iii) shall  not exceed $10,000,000 during the 2001 fiscal year of the Parent, and  $15,000,000 in any fiscal year of the Parent thereafter."

            SECTION 3.Conditions of Effectiveness.

                       (a) The Administrative Agent, the Issuing Bank and the Banks have relied uponthe representations and warranties in this Amendment in agreeing to theamendments to the Agreement set forth herein and the amendments to the Agreementset forth herein are conditioned upon and subject to the accuracy of each andevery representation and warranty of each of the Borrowers and the Parent madeor referred to herein, and performance by each of the Borrowers and the Parentof its obligations to be performed under the Agreement on or before the date ofthis Amendment (except to the extent amended herein).

                       (b) The amendments to the Agreement set forth herein are further conditionedupon the Borrowers having paid all amendment fees and expenses, and all accruedand unpaid legal fees and expenses referred to in ***Section 16*** ofthe Agreement and ***Section 7*** hereof.

                       (c) This Agreement shall be effective as of the date first written above whenthe conditions in this ***Section 4*** have been satisfied and when theAdministrative Agent shall have received this Amendment, executed by theBorrowers, the Parent and the Banks.

           SECTION 4. Representations and Warranties of the Borrowers and Parent.The Borrowers and Parent jointly and severally represent and warrant to theAdministrative Agent, the Issuing Bank and each Bank, with full knowledge thatthe Administrative Agent, the Issuing Bank and each Bank is relying on thefollowing representations and warranties in executing this Amendment, asfollows:

                       (a) Each of the Borrowers and the Parent has corporate power and authority toexecute, deliver and perform this Amendment, and all corporate action on thepart of each of the Borrowers and the Parent requisite for the due execution,delivery and performance of this Amendment has been duly and effectively taken.Each of the undersigned officers of the Borrowers and the Parent executing thisAmendment represent and warrant that he has full power and authority to executeand deliver this Amendment on behalf of the Borrowers and the Parentrespectively, that such execution and delivery has been duly authorized by eachrespective Board of Directors and that the resolutions previously delivered tothe Administrative Agent on February 15, 2000, in connection with theexecution and delivery of the Second Amendment are and remain in full force andeffect and have not been altered, amended, or repealed in anywise.

                       (b) The Agreement as amended by this Amendment and the Loan Documents and eachand every other document executed and delivered in connection with thisAmendment to which any of the Borrowers or the Parent, or any Subsidiarythereof, is a party constitute the legal, valid and binding obligations of suchPerson to the extent it is a party thereto, enforceable against such Person inaccordance with its respective terms.

                       (c) This Amendment does not and will not violate any provisions of the articlesor certificate of incorporation or bylaws of any of the Borrowers or the Parent,or any contract, agreement, instrument or requirement of any GovernmentalAuthority to which any such Person is subject. The execution of this Amendmentby each of the Borrowers and the Parent will not result in the creation orimposition of any lien upon any properties of any of the Borrowers or theParent, other than those permitted by the Agreement and this Amendment.

                       (d) The execution, delivery and performance by each of the Borrowers and theParent of this Amendment do not require the consent or approval of any otherPerson, including, without limitation, any regulatory authority or governmentalbody of the United States of America or any state thereof or any politicalsubdivision of the United States of America or any state thereof.

                       (e) The annual audited consolidated balance sheet of the Parent and theBorrowers as of December 31, 2000, the related consolidated statements ofearnings, capital accounts, and cash flows for the quarter then ended which havebeen furnished to the Administrative Agent, the Issuing Bank and the Banks,fairly present the financial condition of the Parent and the Borrowers as atsuch date and the results of the operations of the Parent and the Borrowers forthe periods ended on such date, all in accordance with generally acceptedaccounting principles applied on a consistent basis, and since December 31,2000 there has been no material adverse change in such condition or operations.

                       (f) Each of the Borrowers and the Parent has performed and complied with allagreements and conditions contained in the Agreement required to be performed orcomplied with by each such Person prior to or at the time of delivery of thisAmendment.

                       (g) No Default or Event of Default exists and, after giving effect to thisAmendment, no Default or Event of Default will exist and all of therepresentations and warranties contained in the Agreement and all instrumentsand documents executed pursuant thereto or contemplated thereby are true andcorrect in all material respects on and as of this date.

                       (h) Nothing in this ***Section 5*** of this Amendment is intendedto amend any of the representations or warranties contained in the Agreement orof the Loan Documents to which any of the Borrowers or the Parent or anySubsidiary thereof is a party.

           SECTION 5. Reference to and Effect on the Agreement.

                       (a) Upon the effectiveness of ***Sections 1, 2*** and ***3***hereof, on and after the date hereof, each reference in the Agreement to"this Agreement", "hereunder", "hereof","herein", or words of like import, shall mean and be a reference tothe Agreement as amended hereby.

                       (b) Except as specifically amended by this Amendment, the Agreement shall remainin full force and effect and is hereby ratified and confirmed.

           SECTION 6. No Waiver. Each of the Borrowers and the Parent agrees that noEvent of Default and no Default has been waived or remedied by the execution ofthis Amendment by the Administrative Agent, the Issuing Bank and the Banks andany such Default or Event or Default heretofore arising and currently continuingshall continue after the execution and delivery hereof.

           SECTION 7. Cost, Expenses and Taxes. Each of the Borrowers and the Parentagrees to pay on demand all reasonable costs and expenses of the AdministrativeAgent, the Issuing Bank and the Banks in connection with the preparation,reproduction, execution and delivery of this Amendment and the other instrumentsand documents to be delivered hereunder, including reasonable attorneys' feesand out-of-pocket expenses of the Administrative Agent, the Issuing Bank and theBanks. In addition, each of the Borrowers and the Parent shall pay any and allstamp and other taxes and fees payable or determined to be payable in connectionwith the execution and delivery, filing or recording of this Amendment and theother instruments and documents to be delivered hereunder, and agrees to saveeach of the Administrative Agent, the Issuing Bank and the Banks harmless fromand against any and all liabilities with respect to or resulting from any delayin paying or omission to pay such taxes or fees.

           SECTION 8. Extent of Amendments. Except as otherwise expressly providedherein, the Agreement and the other Loan Documents are not amended, modified oraffected by this Amendment. Each of the Borrowers and the Parent ratifies andconfirms that (a) except as expressly amended hereby, all of the terms,conditions, covenants, representations, warranties and all other provisions ofthe Agreement remain in full force and effect, (b) each of the other LoanDocuments are and remain in full force and effect in accordance with theirrespective terms, and (c) the Collateral is unimpaired by this Amendment.

           SECTION 9. Waivers and Release of Claims. As additional consideration forthe execution, delivery, and performance of this Amendment by the parties heretoand to induce each of the Administrative Agent, the Issuing Bank and the Banksto enter into this Amendment, each of the Borrowers and the Parent representsand warrants that none of the Borrowers and the Parent know of any facts,events, statuses or conditions which, either now or with the passage of time orthe giving of notice, or both, constitute or will constitute a basis for anyclaim or cause of action against any of the Administrative Agent, the IssuingBank and the Banks or any defense, counterclaim or right of setoff to thepayment or performance of any obligations or indebtedness of any of theBorrowers or the Parent to any of the Administrative Agent, the Issuing Bank orthe Banks, and in the event any such facts, events, statuses or conditions existor have existed, whether known or unknown, WHETHER DUE TO THE ADMINISTRATIVEAGENT'S, THE ISSUING BANK'S OR ANY BANK'S, ANY OF THEIR REPRESENTATIVE'S,AGENT'S, OFFICER'S, DIRECTOR'S, EMPLOYEE'S, SHAREHOLDER'S, ORSUCCESSOR'S OR ASSIGN'S OWN NEGLIGENCE, each of the Borrowers and the Parentfor each of themselves, their respective Subsidiaries, their respectiverepresentatives, agents, officers, directors, employees, shareholders, andsuccessors and assigns (collectively called the "***Indemnifying Parties***"),hereby fully, finally, completely, generally and forever releases, discharges,acquits, and relinquishes the Administrative Agent, the Issuing Bank and eachBank and each of their respective representatives, agents, officers, directors,employees, shareholders, and successors and assigns (collectively called the"***Indemnified Parties***"), from any and all claims,actions, demands, and causes of action of whatever kind or character, whetherjoint or several, whether known or unknown, WHETHER DUE TO ANY OF THEINDEMNIFIED PARTIES' OWN NEGLIGENCE, which may have arisen or accrued prior tothe date of execution of this Amendment, for any and all injuries, harm,damages, penalties, costs, losses, expenses, attorneys' fees, and/or liabilitieswhatsoever and whenever incurred or suffered by any of them, including, withoutlimitation, any claim, demand, action, damage, liability, loss, cost, expense,and/or detriment, of any kind or character, growing out of or in any wayconnected with or in any way resulting from any breach of any duty of loyalty,fair dealing, care, fiduciary duty, or any other duty, confidence, orcommitment, undue influence, duress, economic coercion, conflict of interest,negligence, bad faith, violations of the racketeer influence and corruptorganizations act, intentional or negligent infliction of distress or harm,tortious interference with contractual relations, tortious interference withcorporate governance or prospective business advantage, breach of contract,failure to perform any obligation under any of the Loan Documents, deceptivetrade practices, libel, slander, conspiracy, interference with business, usury,strict liability, lender liability, breach of warranty or representation, fraud,or any other claim or cause of action (herein being collectively referred to as"***Claims***"). IT IS EXPRESSLY AGREED THAT THE CLAIMSRELEASED HEREBY INCLUDE THOSE ARISING FROM OR IN ANY MANNER ATTRIBUTABLE TO THENEGLIGENCE (SOLE, CONCURRENT, ORDINARY, OR OTHERWISE), OR OTHER TORTIOUS CONDUCTOF ANY OF THE INDEMNIFIED PARTIES (other than any claims arising solely out ofan Indemnified Party's willful misconduct or gross negligence).Notwithstanding any provision of this Amendment or any other Loan Document, thisSection shall remain in full force and effect and shall survive the delivery andpayment of the Notes, this Amendment and the other Loan Documents and themaking, extension, renewal, modification, amendment or restatement of anythereof.

           SECTION 10. Indemnification. As additional consideration to theexecution, delivery, and performance of this Amendment by the parties hereto andto induce the Administrative Agent, the Issuing Bank and each Bank to enter intothis Amendment, the Indemnifying Parties hereby agree to indemnify, holdharmless, and defend each of the Indemnified Parties from and against any andall Claims of any nature or character, at law or in equity, known or unknown,which may have arisen prior to the date hereof, or accrued to, or could beclaimed or asserted by, any third party prior to the date hereof, INCLUDINGWITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF OR IN ANY MANNER ATTRIBUTABLE TOTHE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY OR OTHERWISE), OR OTHER TORTIOUSCONDUCT OF ANY OF THE INDEMNIFIED PARTIES (other than any claims arising solelyout of an Indemnified Party's willful misconduct or gross negligence).Notwithstanding any provision of this Amendment or any other Loan Document, this***Section*** shall remain in full force and effect and shall survivethe delivery and payment of the Notes, this Agreement and the other LoanDocuments and the making, extension, renewal, modification, amendment orrestatement of any thereof.

           SECTION 11. Grant and Affirmation of Security Interest. Each of theBorrowers and the Parent hereby grants a security interest in and lien on theCollateral to secure payment and performance of the Notes and the obligationsdescribed in the Agreement and all documents and instruments executed inconnection therewith and, each of the Borrowers and the Parent hereby confirmsand agrees that any and all liens, security interests and other security orCollateral now or hereafter held by the Administrative Agent for the benefit of,and as representative of, the Issuing Bank and the Banks as security for paymentand performance of the Obligations hereby are renewed and carried forth tosecure payment and performance of all of the Obligations. The Security Documentsare and remain legal, valid and binding obligations of the parties thereto,enforceable in accordance with their respective terms.

           SECTION 12. Guaranties. The Parent hereby consents to and accepts theterms and conditions of this Amendment, agrees to be bound by the terms andconditions hereof and ratifies and confirms that its Guaranty, executed anddelivered to the Administrative Agent for the benefit of and as representativeof each of the Issuing Bank and the Banks on July 19, 1999, guaranteeing paymentof the Obligations, is and remains in full force and effect and secures paymentof the Obligations, including, among other things, the Notes.

           SECTION 13. Execution and Counterparts. This Amendment may be executed inany number of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed to bean original and all of which taken together shall constitute but one and thesame instrument. Delivery of an executed counterpart of the signature page ofthis Amendment by facsimile shall be equally as effective as delivery of amanually executed counterpart of this Amendment.

           SECTION 14. Governing Law. This Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas.

           SECTION 15. Headings. Section headings in this Amendment are includedherein for convenience and reference only and shall not constitute a part ofthis Amendment for any other purpose.

           SECTION 16. Loan Documents. This Amendment is a Loan Document.

           SECTION 17. Arbitration. The parties agree to be bound by the terms andprovisions of the arbitration provisions set forth in ***Section 33***of the Agreement.

           SECTION 18. NO ORAL AGREEMENTS. THE AGREEMENT (AS AMENDED BY THISAMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEENTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

           THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 
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            IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized.

 

TRICO MARINE OPERATORS, INC, a Louisiana corporation       

By      /S VICTOR M.      PEREZ         Name:  Victor M. Perez      Title:  Vice President, Chief Financial Officer                and Treasurer
  
TRICO MARINE ASSETS, INC., a Delaware corporation       

      By      /S VICTOR M.      PEREZ         Name:  Victor M. Perez      Title:  Vice President, Chief Financial Officer                and Treasurer        
TRICO MARINE SERVICES, INC, a Delaware corporation       

      By      /S VICTOR M.      PEREZ         Name:  Victor M. Perez      Title:  Vice President, Chief Financial Officer                and Treasurer      
 
 
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION (successor      by consolidation to Wells Fargo Bank (Texas), National Association),      individually and as Administrative Agent       

By      /S/ PHILIP C.      LAUINGER IIIName:  Philip C. Lauinger III      Title:  Vice President
  
WELLS FARGO BANK, N.A., as Issuing Bank       

By      /S/      PHILIP C. LAUINGER IIIName:  Philip C. Lauinger III      Title:  Vice President      
 

 

 
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,      individually and as Documentation Agent       

By     /S/ HANS CHR. KJELSRUD   Name:  Hans Chr. Kjelsrud      Title:  Senior Vice President       

By      /S/ MARTIN LUNDER     Name:  Martin Lunder      Title:  Senior Vice President
  
BANK ONE, NA,      (main office Chicago),      successor by merger to      Bank One, Louisiana, N.A., individually and as      Syndication Agent       

By     /S/ J. CHARLES FREEL,      JR.  Name:  J. Charles Freel, Jr.      Title:  First Vice President*******