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
-
Security Documents
SCHEDULE XI
-
Mortgaged Vessels
SCHEDULE XII
-
Required Insurance
SCHEDULE XIII
-
Post-Effective Date Deliverables
SCHEDULE XIV
-
Existing Investments
SCHEDULE XV
-
Litigation
EXHIBITS
EXHIBIT A
-
Notice of Borrowing
EXHIBIT B
-
Note
EXHIBIT C
-
Form of Assignment and Assumption Agreement
EXHIBIT D-1
-
Opinion of Vinson & Elkins L.L.P., special counsel to the Credit Parties
EXHIBIT D-2
-
Opinion of Higgs & Johnson, Bahamian counsel to the Credit Parties
EXHIBIT D-3
-
Opinion of Seward & Kissel LLP, Vanuatu maritime counsel to the Credit
Parties
EXHIBIT D-4
-
Opinion of Mackinnons, U.K. counsel to the Credit Parties
EXHIBIT D-5
-
Opinion of TozziniFreire Advogados, Brazilian counsel to the Credit
Parties
EXHIBIT D-6
-
[Reserved]
EXHIBIT D-7
-
Opinion of Cains, Isle of Man maritime counsel to the Credit Parties
EXHIBIT D-8
-
Opinion of Nauta Dutilh, Dutch counsel to the Credit Parties
EXHIBIT D-9
-
Opinion of Bugge, Arentz-Hansen & Rasmussen, Norwegian counsel to the
Credit Parties
EXHIBIT D-10
-
[Reserved]
vi
Table of Contents
(continued)
EXHIBIT D-11
-
Opinion of Pinedo Abogados, Mexican counsel to the Credit Parties
EXHIBIT D-12
-
Opinion of Mackinnons, Scottish counsel to the Credit Parties
EXHIBIT E
-
Officer's Certificate
EXHIBIT F
-
Form of Subsidiaries Guaranty
EXHIBIT G
-
[Reserved]
EXHIBIT H
-
Form of Intercompany Subordination Provisions
EXHIBIT I
-
[Reserved]
EXHIBIT J
-
Form of Working Capital Credit Agreement Amendment
EXHIBIT K
-
Form of Collateral Agency and Intercreditor Agreement
EXHIBIT L
-
Form of Senior Notes Indenture Supplement
EXHIBIT M
-
Form of Officer's Certificate (Minimum Cash)
EXHIBIT N
-
Form of Officer's Certificate (Minimum Monthly EBITDA)
EXHIBIT O
-
Approved Budget
vii
PRIORITY CREDIT AGREEMENT, dated as of September 21, 2010, among TRICO
SUPPLY AS, a limited company organized under the laws of Norway ("Holdings"),
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
CANTOR FITZGERALD SECURITIES ("Cantor"), as Administrative Agent (in such
capacity, the "Administrative 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 has requested that Lenders extend credit to the
Borrower to satisfy certain immediate liquidity needs necessary to maintain the
Borrower as a going concern;
WHEREAS, the Lenders are willing to extend credit to the Borrower, on
the terms and conditions set forth herein; and
WHEREAS, the Subsidiary Guarantors will guarantee the obligations of
the Borrower hereunder;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms.
As used in this Agreement, the following terms shall have the meanings
specified