Calculations; Computations
101
14.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
101
14.09 Counterparts
102
14.10 [Intentionally Omitted]
102
14.11 Headings Descriptive
102
14.12 Amendment or Waiver; etc.
103
14.13 Survival
104
14.14 Domicile of Loans
104
14.15 Register
104
14.16 Confidentiality
104
14.17 USA PATRIOT Act Notice
105
14.18 [Intentionally Omitted]
105
14.19 General Release
105
14.20 [Intentionally Omitted].
106
14.21 Terms Generally
106
(v)
Page
SCHEDULE I
-
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
-
[Intentionally Omitted]
SCHEDULE XIV
-
Collateral Vessels
SCHEDULE XV
-
Approved Classification Societies
SCHEDULE XVI
-
[Intentionally Omitted]
SCHEDULE XVII
-
Required Insurance
SCHEDULE XVIII
-
Mexican JV Installment Sale Arrangements
SCHEDULE 2.15(III)
Prepetition Perfected Liens
SCHEDULE 6.1(c)
-
Disclosed Events
SCHEDULE 8.06
-
Litigation
EXHIBIT A
Request for Funds Release
EXHIBIT B-1
New Money Loan Note
EXHIBIT B-2
Refinancing Loan Note
EXHIBIT C
[Intentionally Omitted]
EXHIBIT D
Section 5.04(b)(ii) Certificate
EXHIBIT E
[Intentionally Omitted]
EXHIBIT F
Officers' Certificate
EXHIBIT G
[Intentionally Omitted]
EXHIBIT H
[Intentionally Omitted]
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
Interim Order
EXHIBIT O
Approved Budget
EXHIBIT P
Notice of Borrowing
(vi)
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT
AGREEMENT, dated as of August 24, 2010 (this "Agreement"), among TRICO MARINE
SERVICES, INC., a Delaware corporation (the "Borrower"), the Guarantors from
time to time party hereto, the Lenders from time to time party hereto, and
OBSIDIAN AGENCY SERVICES, INC. as Agent (the "Agent"). 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 party thereto,
the Agent, as administrative agent and as collateral agent, are parties to that
certain Second Amended and Restated Credit Agreement, dated as of June 11, 2010,
(as amended to date, the "Prepetition First Lien Loan Agreement");
WHEREAS, on August 25, 2010 (the "Petition Date"), each of the
Borrower and the Debtor Guarantors commenced a Chapter 11 Case (each, a
"Chapter 11 Case" and, collectively, the "Chapter 11 Cases"), by filing separate
voluntary petitions for reorganization under Chapter 11, 11 U.S.C. 101 et seq.
(the "Bankruptcy Code"), with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") and the Borrower and the Debtor
Guarantors continue to operate their businesses and manage their properties as
debtors-in-possession pursuant to Section 1107(b) and 1108 of the Bankruptcy
Code;
WHEREAS, prior to the Petition Date, the Prepetition First Lien
Lenders (as defined