EXHIBIT 10.2
FIRST WAIVER AND
AMENDMENT
TO THE TRICO MARINE CREDIT
AGREEMENT (EXIT)
AND DIP CREDIT
AGREEMENT
This FIRST WAIVER AND AMENDMENT, dated as of
March 15, 2005 (this “ Waiver and Amendment ”),
to the Credit Agreement (Exit) referred to below and the DIP Credit
Agreement referred to below, by BEAR STEARNS CORPORATE LENDING
INC., as administrative agent under each of the Credit Agreement
and the DIP Credit Agreement (in each such capacity,
the “ Administrative Agent ”) and as
collateral agent for the Revolving Secured Parties (under and as
defined in each of the Credit Agreement and the DIP Credit
Agreement) (in each such capacity, the “ Revolving Credit
Collateral Agent ”), and THE BANK OF NEW YORK, as
collateral agent for the Term Secured Parties (under and as defined
in each of the Credit Agreement and the DIP Credit Agreement) (in
each such capacity, the “ Term Loan Collateral Agent
” and together with the Administrative Agent and the
Revolving Credit Collateral Agent, collectively, the “
Agents ”), and the Lenders (as defined in each of the
Credit Agreement and the DIP Credit Agreement) listed on the
signature pages hereof (the “ Lenders ”) in
favor of TRICO MARINE ASSETS, INC., a Delaware corporation (“
Trico Assets ”), TRICO MARINE OPERATORS, INC., a
Louisiana corporation (“ Trico Operators ”),
TRICO MARINE SERVICES, INC., a Delaware corporation
(the “ Company ”), TRICO MARINE
INTERNATIONAL, INC., a Louisiana corporation (“ TMI
”), TRICO MARINE INTERNATIONAL HOLDINGS B.V., a Netherlands
limited company ( besloten vennootschap ) (“
TMIH ”), TRICO SUPPLY AS, a Norway limited company
(“ Trico Supply ”), and the other Subsidiaries
of the Company listed on the signature pages hereof (together with
the Company, Trico Assets, Trico Operators, TMI, TMIH and Trico
Supply, collectively, the “ Credit Parties
”).
RECITALS
A.
The Credit Parties, the Lenders and
the Agents are parties to that certain DIP Credit Agreement (as
defined in the Credit Agreement (defined below)) and to that
certain Credit Agreement (Exit), dated as of February 21, 2005 (as
amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”), the loan
proceeds of which are to be used, among other things, to refinance
the loans under the DIP Credit Agreement.
B.
The Credit Parties have requested
that the Agents and the Lenders waive certain requirements of the
Credit Agreement and the DIP Credit Agreement, and the Agents and
the Lenders are willing to provide such waivers subject to the
terms and conditions hereof.
In consideration of the mutual conditions and
agreements set forth in the Credit Agreement and this Waiver and
Amendment, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
DEFINITIONS
Section 1.01.
Certain Definitions
. All terms used herein that are
defined in the Credit Agreement and not otherwise defined herein
shall have the meanings assigned to them in the Credit
Agreement.
Section 1.02.
Rules of
Interpretation . The
rules of interpretation specified in Section 1.2 of the Credit
Agreement shall be applicable to this Waiver and
Amendment.
WAIVERS AND AGREEMENTS
Section 2.01.
Notice of Borrowing under the
Credit Agreement . The
Agents and the Lenders hereby waive the provisions under Section
2.2(b) of the Credit Agreement requiring that the relevant Borrower
requesting Term Loans give the Administrative Agent irrevocable
notice prior to 10:00 A.M. New York City time, one Business Day
prior to the Initial Funding Date; provided that the
relevant Borrower will give the Administrative Agent irrevocable
notice on the Initial Funding Date that is otherwise in accordance
with Section 2.2(b) of the Credit Agreement, which notice may be
given by e-mail from the Company to the Administrative Agent at
BJCarter@Bear.com with a copy to
RCunningham@JonesDay.com.
Section 2.02.
Local Dollar Account Limits
(Section 6.18(i)) .
The Agents and the Lenders, in their respective capacities as
Agents and Lenders under the Credit Agreement and as DIP Agents and
DIP Lenders under the DIP Credit Agreement, hereby waive any
Default or Event of Default under Section 6.18(i) of the
Credit Agreement, and any “Default” or “Event of
Default” under and as defined in the DIP Credit Agreement
arising under Section 6.18(i) thereof, in each such case to
the extent, and only to the extent, arising solely as a result of
deposits made by a customer of the Company into a Permitted Local
Dollar Account in Mexico on February 2, 2005 and March 7, 2005 in
the approximate amounts of $584,000 and $261,000, respectively or
under Section 5.7(a) as a result of the failure to give timely
written notice thereof in accordance with the Credit Agreement or
the DIP Credit Agreement. The Company represents and warrants that,
as of the date of this Waiver and Amendment, the Company is in
compliance with Section 6.18 of the Credit Agreement and the DIP
Credit Agreement without giving effect to the waiver
hereunder.
Section 2.03.
Permitted L/C Cash Collateral
Accounts (Section 6.18(iv)) . The Agents and the Lenders hereby agree that
all accrued interest on amounts deposited from time to time
(including interest on interest) in the Permitted L/C Cash
Collateral Accounts shall not be included in determining the
aggregate balance in the Permitted L/C Cash Collateral Accounts for
the purposes of Section 6.18(iv) of the Credit Agreement, provided
that all such accrued interest on deposit as aforesaid is
transferred from each Permitted L/C Cash Collateral Account to a
Blocked Account no less often than once every 32 days.
Section 2.04.
Minimum EBITDA Calculation
(Section 6.23) . The
parties hereto hereby agree that Section 6.23 of the Credit
Agreement is amended by adding the phrase "the four consecutive
fiscal quarters ending on the last day of" immediately after the
words "Specified Group Member) for" and immediately before the
words "any fiscal quarter" in the fourth line thereof
EFFECT OF WAIVERS.
Except as expressly set forth herein, each
waiver set forth herein shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect, the
rights or remedies of (i) the Lenders or the Agents under the
Credit Agreement or any other Credit Document or (ii) the DIP
Lenders or the DIP Agents under the DIP Credit Agreement or any
other DIP Credit Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Credit
Document or the DIP Credit Agreement or any other DIP Credit
Document, all of which shall continue
