SECOND AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 h65256exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 15, 2008, by and among TRICO SUPPLY AS, a limited company organized under the laws of Norway (“Holdings”), TRICO SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Trico Subsea Holding”), TRICO SUBSEA AS, a limited company organized under the laws of Norway (“Trico Subsea”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and wholly-owned Subsidiary of Holdings (“the Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

WITNESSETH:

WHEREAS, the Borrower, Trico Subsea, Trico Subsea Holding, Holdings, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of May 14, 2008 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”);

WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. Section 9.04 of the Credit Agreement is hereby amended by (A) deleting the word “and” at the end of subsection (v), (B) deleting the period at the end of subsection (vi) and inserting “; and” in lieu thereof, and (C) adding new subsection (vii) as follows: “(vii) Indebtedness permitted under Section 9.10(a).”

2. Section 9.10(a) of the Credit Agreement is hereby amended by deleting in its entirety subsection (ii) contained therein and replacing it with the following new subsection (ii): “(ii)(x) guarantees of indebtedness of DeepOcean and its Subsidiaries in an aggregate principal amount not to exceed $300,000,000 and (y) other additional Investments not to exceed $5,000,000 in the aggregate.”

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) before giving effect to this Second Amendment, (ii) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) after giving effect to this Second Amendment and (iii) all of the



NEWYORK ###-###-#### (2K)		Trico $200MM First Amendment

representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. The Credit Agreement is modified only by the express provisions of this Second Amendment and this Second Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.

3. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when (i) the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212 ###-###-#### / email: ***@***) and (ii) the Borrower shall have paid a non-refundable fee in the amount of $5,000, which fee shall be earned by each Lender party hereto and made payable to the Administrative Agent for distribution to the Lenders.

6. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.


TRICO SUPPLY AS
By:	/s/ Gerry Grey
	Name:	Gerry Grey
	Title:	CEO

TRICO SUBSEA HOLDING AS
By:
	Name:
	Title:

TRICO SUBSEA AS
By:
	Name:
	Title:

TRICO SHIPPING AS
By:	/s/ Gerry Grey
	Name:	Gerry Grey
	Title:	CEO