and Restatement Effective Date
90
15.01 Fees, etc.
90
15.02 Opinions of Counsel
90
15.03 Assignment and Assumption Agreement
90
15.04 Material Adverse Change
90
15.05 Previously Disclosed Matters
90
15.06 Certificates of Ownership; Searches; Class Certificates; Appraisal
Reports; Mortgages
90
15.07 Approvals
91
15.08 Security Documents
91
15.09 No Default; Representations and Warranties
91
15.10 Financial Statements; Projections
92
15.11 Proof of Valid Security Interest
92
15.12 Letters of Credit Facility
92
15.13 Officer Certificate
92
15.14 Proof of Insurance
92
15.15 Corporate Documents; Proceedings; etc.
92
(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
EXHIBIT A
Request for Funds Release
EXHIBIT B
Note
EXHIBIT C
[Intentionally Omitted]
EXHIBIT D
Section 5.04(b)(ii) Certificate
EXHIBIT E
Opinion of Vinson & Elkins L.L.P.
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
[Intentionally Omitted]
EXHIBIT O
[Intentionally Omitted]
EXHIBIT P
Intercreditor Agreement
(vi)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
June 11, 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, NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, as collateral agent, and OBSIDIAN AGENCY SERVICES, INC., 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, certain of the Guarantors, the lenders
party thereto and the Prior Administrative Agent are parties to that certain
Amended and Restated Credit Agreement, dated as of August 29, 2008, as amended
to date (as amended, the "Existing Credit Agreement");
WHEREAS, the initial Lenders party hereto acquired, and were
assigned, all right, title and interest in the loans and commitments outstanding
under the Existing Credit Agreement; and
WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent desire to amend and restate the Existing Credit Agreement
to, among other things, convert the revolving loans under the Existing Credit
Agreement into term loans, modify the applicable interest rates and include
additional guarantors;
Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1. Defined Terms. As used in this Agreement,