90
15.04 Vessel Acquisition Agreements
91
(iv)
15.05 Assignments of Earnings, Insurances and Charter
91
15.06 Mortgages
92
15.07 Certificates of Ownership; Searches; Class Certificates; Appraisal
Reports; Mortgages
92
15.08 Approvals
93
(v)
SCHEDULE I
-
Revolving Loan Commitments
SCHEDULE II
-
Lender Addresses
SCHEDULE III
-
ERISA
SCHEDULE IV
-
Subsidiaries
SCHEDULE V
-
Existing Indebtedness
SCHEDULE VI
-
Insurance
SCHEDULE VII
-
Legal Name; Type of Organization and Whether a Registered Organization;
Jurisdiction of Organization; Etc.
SCHEDULE VIII
-
Existing Liens
SCHEDULE IX
-
Existing Investments
SCHEDULE X
-
Projections
SCHEDULE XI
-
Affiliate Transactions
SCHEDULE XII
-
Tax Matters
SCHEDULE XIII
-
Existing Letters of Credit
SCHEDULE XIV
-
Collateral Vessels
SCHEDULE XV
-
Approved Classification Societies
SCHEDULE XVI
-
Vessel Acquisition Agreements
SCHEDULE XVII
-
Required Insurance
EXHIBIT A-1
Notice of Borrowing
EXHIBIT A-2
Notice of Conversion/Continuation
EXHIBIT B
Revolving Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 5.04(b)(ii) Certificate
EXHIBIT E-1
Opinion of Vinson & Elkins L.L.P.
EXHIBIT E-2
Opinion of Rishi Varma, General Counsel of Trico Marine Services, Inc.
EXHIBIT E-3
Opinion of Chambers
EXHIBIT F
Officers' Certificate
EXHIBIT G
Pledge and Security Agreement
EXHIBIT H
Solvency Certificate
EXHIBIT I
Compliance Certificate
EXHIBIT J
Assignment and Assumption Agreement
EXHIBIT K
Intercompany Subordination Agreement
EXHIBIT L
Form of Vessel Mortgage
EXHIBIT M-1
Assignment of Earnings
EXHIBIT M-2
Assignment of Insurance
EXHIBIT N
Vessel Acquisition Agreement Assignment
EXHIBIT O
Refund Guarantee Assignment
(vi)
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2008 (this
"Agreement"), among TRICO MARINE SERVICES, INC., a Delaware corporation (the
"Borrower"), TRICO MARINE ASSETS INC., a Delaware corporation, as a Guarantor
(as defined below) and TRICO MARINE OPERATORS, INC., a Louisiana corporation, as
a Guarantor, the Lenders party hereto from time to time, and NORDEA BANK FINLAND
PLC, NEW YORK BRANCH ("Nordea"), as Administrative Agent (in such capacity, the
"Administrative Agent") and Lead Arranger for the Lenders (in such capacity, the
"Lead Arranger").
All capitalized terms used herein and defined in Section 1
are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent
are parties to a credit agreement dated as of January 31, 2008 (as amended by
that certain (1) First Amendment to Credit Agreement dated as of April 24, 2008
and (2) Second Amendment to Credit Agreement dated as of May 9, 2008) (as
otherwise amended, modified and/or supplemented through, but not including, the
date hereof, the "Existing Credit Agreement");
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent
desire to amend and restate the Existing Credit Agreement to, among other
things, grant the Lenders a first-priority security interest in certain Vessels
(as defined below) as additional Collateral (as defined herein);
Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.
Defined Terms.
As used in this Agreement, the following terms shall
have the meanings specified below:
"Acquisition" shall mean the acquisition by