Commitments
SCHEDULE II
-
Lender Addresses
SCHEDULE III
-
Approved Classification Societies
SCHEDULE IV
-
ERISA
SCHEDULE V
-
Subsidiaries
SCHEDULE VI
-
Existing Indebtedness
SCHEDULE VII
-
Legal Name; Type of Organization and whether a Registered Organization;
Jurisdiction of Organization; Etc.
SCHEDULE VIII
-
Transactions with Affiliates
SCHEDULE IX
-
Subsidiary Guarantors
SCHEDULE X
-
Closing Checklist
SCHEDULE XI
-
Mortgaged Vessels
SCHEDULE XII
-
Required Insurance
EXHIBITS
EXHIBIT A
-
Notice of Borrowing
EXHIBIT B
-
Note
EXHIBIT C
-
Form of Assignment and Assumption Agreement
EXHIBIT D-1
-
Opinion of Bartlit Beck Herman Palenchar & Scott LLP, special counsel to the
Parent, the Holdco Guarantors and the Credit Parties
EXHIBIT D-2
-
Opinion of Simonsen Advokatfirma DA, Norwegian maritime counsel to the
Credit Parties
EXHIBIT D-3
-
Opinion of Higgs & Johnson, Bahamian counsel to the Credit Parties
EXHIBIT D-4
-
Opinion of Seward & Kissel LLP, Vanuatu maritime counsel to the Credit
Parties
EXHIBIT D-5
-
Opinion of Mackinnons, Scottish counsel to the Credit Parties
EXHIBIT D-6
-
Opinion of Rishi Varma, General Counsel of the Parent
EXHIBIT D-7
-
Opinion of TozziniFreire Advogados, Brazilian counsel to the Credit
Parties
EXHIBIT D-8
-
Opinion of Maples and Calder, Cayman Islands counsel to the Credit Parties
EXHIBIT D-9
-
Opinion of Carey Olsen, Guernsey counsel to the Credit Parties
EXHIBIT D-10
-
Opinion of Cains, Isle of Man maritime counsel to the Credit Parties
EXHIBIT D-11
-
Opinion of Nauta Dutilh, Dutch counsel to the Credit Parties
EXHIBIT D-12
-
Opinion of Bugge, Arentz-Hansen & Rasmussen, Norwegian counsel to the Credit
Parties
(vi)
Table Of Contents
(continued)
EXHIBIT D-13
-
Opinion of Advokatfirmaet Schjodt DA, special Norwegian counsel to each
Credit Party formed in Norway
EXHIBIT D-14
-
Opinion of Uria Menendez, Spanish maritime counsel to the Credit Parties
EXHIBIT D-15
-
Opinion of Pinedo Abogados, Mexican counsel to the Credit Parties
EXHIBIT E
-
Officer's Certificate
EXHIBIT F
-
Form of Subsidiaries Guaranty
EXHIBIT G
-
Solvency Certificate
EXHIBIT H
-
Form of Intercompany Subordination Provisions
EXHIBIT I
-
Form of TMS Guaranty
EXHIBIT J
-
Letter of Credit Request
EXHIBIT K
-
Form of Collateral Agency and Intercreditor Agreement
EXHIBIT L
-
Parent Credit Agreement Amendment
(vii)
CREDIT AGREEMENT, dated as of October 30, 2009, among TRICO MARINE
CAYMAN, L.P., a limited partnership organized under the laws of the Cayman
Islands ("Trico Cayman"), TRICO HOLDCO LLC, a Delaware limited liability company
and the general partner of Trico Cayman ("Trico Holdco"), TRICO SUPPLY AS, a
limited company organized under the laws of Norway ("Holdings", and together
with Trico Cayman and Trico Holdco, the "Holdco Guarantors"), the Subsidiary
Guarantors listed on Schedule IX, TRICO SHIPPING AS, a limited company organized
under the laws of Norway and a wholly-owned Subsidiary of Holdings (the
"Borrower"), 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"). All capitalized terms used herein and