exv10w09






Exhibit 10.9




EXECUTION COPY




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of March 10,
2009 (the “Amendment Date”), by and among TRICO SUPPLY AS, a limited company organized
under the laws of Norway (“Holdings”), TRICO SUBSEA HOLDING AS, a limited company organized
under the laws of Norway (“Trico Subsea Holding”), TRICO SUBSEA AS, a limited company
organized under the laws of Norway (“Trico Subsea”), TRICO SHIPPING AS, a limited company
organized under the laws of Norway and wholly-owned Subsidiary of Holdings (“the
Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the
“Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such
capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement referred to below.



WITNESSETH:




     WHEREAS, the Borrower, Trico Subsea, Trico Subsea Holding, Holdings, the Lenders from time to
time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of May
14, 2008 (as amended, modified and/or supplemented to, but not including, the date hereof, the
“Credit Agreement”);



     WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish
to amend certain provisions of the Credit Agreement as herein provided and the parties hereby
acknowledge and agree that the amendments set forth below shall apply retroactively as of December
31, 2008 (the “Third Amendment Effective Date”);



     NOW, THEREFORE, it is agreed:



I. Amendments to Credit Agreement.



     1. The definition of “Net Worth” appearing in Section 1 of the Credit Agreement is hereby
amended by deleting the text “, but excluding any treasury stock and cumulative foreign translation
adjustments” and inserting the text “, but excluding any treasury stock, cumulative foreign
translation adjustments and write-downs of goodwill and/or non-amortizing intangible assets” in
lieu thereof.



     2. The definition of “Applicable Margin” appearing in Section 1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:



     ““Applicable Margin” shall mean a percentage per annum equal to 3.25%.”



     3. Each of Sections 2.09(a), 2.09(b), 2.09(c) and 2.09(d) of the Credit Agreement is hereby
amended by deleting the text “relevant” immediately preceding the text “Applicable Margin”
appearing in said Sections.



			
	 	 	 
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II. Miscellaneous Provisions.




     1. In order to induce the Lenders to enter into this Third Amendment, the Borrower hereby
represents and warrants that other than with respect to a Default or Event of Default that may
have occurred under Section 9.07 of the Credit Agreement (which Default or Event of Default is
cured by this Third Amendment), (i) no Default or Event of Default exists as of the Third Amendment
Effective Date (as defined herein) before giving effect to this Third Amendment, (ii) no Default or
Event of Default exists as of the Third Amendment Effective Date (as defined herein) after giving
effect to this Third Amendment and (iii) all of the representations and warranties contained in the
Credit Agreement or the other Credit Documents are true and correct in all material respects on the
Third Amendment Effective Date both before and after giving effect to this Third Amendment, with
the same effect as though such representations and warranties had been made on and as of the Third
Amendment Effective Date (it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such specific date).



     2. The Credit Agreement is modified only by the express provisions of this Third Amendment and
this Third Amendment shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document except as specifically set forth
herein.



     3. This Third Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.



     4. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     5. This Third Amendment shall become effective on the Amendment Date (and the amendments and
other modifications set forth herein shall apply retroactively as of the Third Amendment Effective
Date) when the Borrower, each other Credit Party and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile or other electronic transmission) the same to White & Case LLP,
1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number:
212-354-8113 / email: myip@whitecase.com).



     6. From and after the Third Amendment Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement, as modified hereby.



* * *




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



	 	 	 	 	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SUBSEA HOLDING AS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



signature page to Third Amendment Trico $200MM Credit Agreement




NEWYORK 7033973 (2K)



















 











	 	 	 	 	 
	 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
Individually and as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



signature page to Third Amendment Trico $200MM Credit Agreement




			
	 	 	 
	NEWYORK 7033973 (2K)
	 	Trico $200MM Third Amendment
















 







	 	 	 	 	 
	 	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO SUPPLY
AS, TRICO SUBSEA HOLDING AS, TRICO SUBSEA AS, TRICO SHIPPING
AS, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND
PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 
	 
	 
	 	NAME OF INSTITUTION:
NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Martin Kahm 	 
	 	 	Title:  	Vice President 	 
	 



signature page to Third Amendment Trico $200MM Credit Agreement




NEWYORK 7033973 (2K)














 






	 	 	 	 	 
	 	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO SUPPLY
AS, TRICO SUBSEA HOLDING AS, TRICO SUBSEA AS, TRICO SHIPPING
AS, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND
PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
	 
	 
	 
	 	NAME OF INSTITUTION:

BAYERISCHE HYPO-UND VEREINSBANK AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



signature page to Third Amendment Trico $200MM Credit Agreement




NEWYORK 7033973 (2K)