exv10w11






Exhibit 10.11




EXECUTION COPY




FIRST AMENDMENT TO CREDIT AGREEMENT




     FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 10,
2009 (the “Amendment Date”), by and among TRICO MARINE SERVICES, INC., a Delaware
corporation (the “Borrower”), TRICO MARINE ASSETS INC., a Delaware corporation (“Trico
Assets”), as a Guarantor, and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico
Operators”), as a Guarantor, 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 Assets, Trico Operators, the Lenders from time to time party
thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of August 29,
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 First 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 “First 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. Sections 2.08(a) of the Credit Agreement is hereby amended by deleting the text “relevant”
immediately preceding the text “Applicable Margin” appearing in said Section.



     4. Section 10.04 of the Credit Agreement is hereby amended by (A) deleting the word “and” at
the end of subsection (xvi), (B) deleting the period at the end of subsection



			
	 	 	 
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(xvii) and inserting “; and” in lieu thereof, and (C) adding new subsection (xviii) as
follows: “(xviii) Indebtedness permitted under Section 10.12.”.




     5. Section 10.05 of the Credit Agreement is hereby amended by (A) deleting the word “and” at
the 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) Investments
permitted under Section 10.12.”.



     6. Section 10.12 of the Credit Agreement is hereby amended by deleting in its entirety
subsection (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 not
to exceed $300,000,000 and (y) other additional Investments not to exceed $5,000,000 in the
aggregate.”.



II. Miscellaneous Provisions.




     1. In order to induce the Lenders to enter into this First 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 10.09 of the Credit Agreement (which Default or Event of Default is cured by
this First Amendment), (i) no Default or Event of Default exists as of the First Amendment
Effective Date (as defined herein) before giving effect to this First Amendment, (ii) no Default or
Event of Default exists as of the First Amendment Effective Date (as defined herein) after giving
effect to this First 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
First Amendment Effective Date both before and after giving effect to this First Amendment, with
the same effect as though such representations and warranties had been made on and as of the First
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 First Amendment and
this First 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 First 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 FIRST 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 First Amendment shall become effective on the Amendment Date (and the amendments and
other modifications set forth herein shall apply retroactively as of the



			
	 	 	 
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First 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 First 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 First Amendment as of the date first above written.



	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO MARINE ASSETS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRICO MARINE OPERATORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



signature page to First Amendment Trico $50MM Credit Agreement




NEWYORK 7013530 (2K)



















 











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

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



signature page to First Amendment Trico $50MM Credit Agreement




NEWYORK 7013530 (2K)














 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO MARINE
SERVICES, INC., TRICO MARINE ASSETS INC., TRICO MARINE
OPERATORS, INC., 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 First Amendment Trico $50MM Credit Agreement




NEWYORK 7013530 (2K)














 









	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO MARINE
SERVICES, INC., TRICO MARINE ASSETS INC., TRICO MARINE
OPERATORS, INC., 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 First Amendment Trico $50MM Credit Agreement




NEWYORK 7013530 (2K)