AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

among

TRICO SHIPPING AS
and
TRICO SUBSEA AS,
as Borrowers,

TRICO SUPPLY AS
and
TRICO SUBSEA HOLDING AS,
as Guarantors,

VARIOUS LENDERS,

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,

as Administrative Agent and Book Runner

and

NORDEA BANK FINLAND PLC, NEW YORK BRANCH and BAYERISCHE
HYPO- UND VEREINSBANK AG,

as Joint Lead Arrangers

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 2009, 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 and a wholly-owned Subsidiary of Trico Subsea Holding (“ Trico Subsea ”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and a wholly-owned Subsidiary of Holdings (“ Trico Shipping ”, and together with Trico Subsea each individually a “ Borrower ” and collectively the “ Borrowers ”), the Lenders party hereto from time to time, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“ Nordea ”), as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral Agent under the Security Documents (in such capacity, the “ Collateral 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, Trico Shipping, as borrower, Holdings, Trico Subsea Holding, Trico Subsea, certain Lenders and the Administrative Agent are party to a Credit Agreement, dated as of May 14, 2008 (as the same has been amended, modified and/or supplemented to, but not including, the Restatement Effective Date, the “ Original Shipping Credit Agreement ”);

WHEREAS, Trico Subsea, as borrower, Holdings, Trico Subsea Holding, Trico Shipping, certain Lenders and the Administrative Agent are party to a Credit Agreement, dated as of April 24, 2008 (as the same has been amended, modified and/or supplemented to, but not including, the Restatement Effective Date, the “ Original Subsea Credit Agreement ” and, together with the Original Shipping Credit Agreement, the “ Original Credit Agreements ”);

WHEREAS, the parties hereto wish to amend and restate the Original Credit Agreements in the form of this Agreement, and it is the intent of the parties hereto that (a) this Agreement not constitute a novation of the obligations and liabilities existing under the Original Credit Agreements or evidence payment or discharge of all or any obligations and liabilities thereunder and (b) this Agreement amends and restates the Original Credit Agreements in their entirety; and

WHEREAS, Trico Marine Services, Inc., a Delaware corporation (the “ Parent ”), Holdings, Trico Subsea Holding and the Subsidiaries Guarantors will guarantee the obligations of the Borrowers hereunder;

NOW, THEREFORE, the parties hereto agree that, effective as of the Restatement Effective Date, the Original Credit Agreements shall be, and hereby are, amended and restated in their entirety as follows:

Section 1. Defined Terms As used in this Agreement, the following terms shall have the meanings specified below:

“ Administrative Agent ” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.

“ Affiliate ” shall mean, with respect to any Person, any other Person (including, for purposes of Section 9.05 only, all directors, officers and partners of such Person) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; provided , however , that for purposes of Section 9.05 , an Affiliate of Holdings shall include any Person that directly or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of any Credit Party. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary contained above, for purposes of Section 9.05 , neither the Administrative Agent, nor the Collateral Agent, nor any Lender (or any of their respective affiliates) shall be deemed to constitute an Affiliate of Holdings or any other Credit Party in connection with the Credit Documents or its dealings or arrangements relating thereto.

“ Agents ” shall mean, collectively, the Administrative Agent and the Collateral Agent.

“ Aggregate Appraised Value ” shall mean at any time, the sum of the Appraised Value of all Mortgaged Vessels at such time.

“ Aggregate Exposure ” at any time shall mean the aggregate principal amount of Loans then outstanding.

“ Agreement ” shall mean this Amended and Restated Credit Agreement, as modified, supplemented, amended or restated from time to time.

“ Applicable Margin ” shall mean 3.25% per annum.

“ Appraisal ” shall mean, with respect to a Mortgaged Vessel, an “as built,” “desktop,” written appraisal by an Approved Appraiser of the fair market value of such Vessel on an individual charter free basis.

“ Appraised Value ” of any Mortgaged Vessel at any time shall mean the average of the fair market value of such Vessel on an individual charter free basis as set forth on the Appraisals most recently delivered to, or obtained by, the Administrative Agent prior to such time pursuant to Sections 5.13 and 8.01(h) .

“ Approved Appraiser ” shall mean R.S. Platou, Fearnleys A.S. and ODS Petrodata or such other independent appraisal firm as may be reasonably acceptable to the Administrative Agent.

“ Assignment and Assumption Agreement ” shall mean each Assignment and Assumption Agreement substantially in the form of Exhibit C (appropriately completed).

“ Assignments of Charters ” shall mean an Amended and Restated Assignment of Charters (existing or future) substantially in the form of Exhibit B to the Assignment of Earnings, as modified, supplemented, amended or restated from time to time.

“ Assignment of Earnings ” shall mean an Amended and Restated Assignment of Earnings substantially in the form of Exhibit L-1 as modified, supplemented, amended or restated from time to time.

“ Assignment of Insurances ” shall mean an Amended and Restated Assignment of Insurances substantially in the form of Exhibit L-2 as modified, supplemented, amended or restated from time to time.

“ Authorized Officer ” shall mean, with respect to (i) the delivery of Notices of Borrowing, the chairman of the board, managing director, director, any president, vice president, or treasurer of the Borrower Representative, or any other officer of the Borrower Representative designated in writing to the Administrative Agent by the chief executive officer, president or treasurer of the Borrower Representative as being authorized to give notices under this Agreement, (ii) delivery of financial documents and officer’s certificates pursuant to this Agreement, the chairman of the board, managing director, director, the president, any vice president, the treasurer, any other financial officer or an authorized manager of any Credit Party and (iii) any other matter in connection with this Agreement or any other Credit Document, any officer (or a Person or Persons so designated by any two officers) of any Credit Party, in each case to the extent reasonably acceptable to the Administrative Agent.

“ Available Commitment ” shall mean (a) the sum of (x) $172,561,246 plus (y) the product of $9,375,000 and the number of Construction Vessels that have been delivered and become Mortgaged Vessels at or before such time minus (b) the aggregate amount of mandatory reductions to the Available Commitment required to be made pursuant to Section 3.03(b) or 3.03(c) at or prior to such time.

“ Bankruptcy Code ” shall have the meaning provided in Section 10.05 .

“ Borrower ” or “ Borrowers ” shall have the meaning provided in the first paragraph of this Agreement.

“ Borrower Representative ” shall have the meaning provided in Section 13.23 .

“ Borrowing ” shall mean the borrowing of Loans from all the Lenders (other than any Lender which has not funded its share of a Borrowing in accordance with this Agreement) having Revolving Loan Commitments on a given date, and which have the same Interest Period.

“ Borrowing Date ” shall mean each date on which Loans are incurred by either of the Borrowers.

“ Business Day ” shall mean any day excluding Saturday, Sunday and any day which shall be in the City of New York or London or Frankfurt a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close.

“ Capitalized Lease Obligations ” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

“ Change of Control ” shall mean (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of the Parent, (ii) the board of directors of the Parent shall cease to consist of a majority of Continuing Directors, (iii) the Parent shall cease to own, directly or indirectly, 100% of the voting and/or economic interests in the capital stock or other Equity Interests of Holdings and the Borrowers, (iv) Holdings shall cease to own, directly or indirectly, 100% of the voting and/or economic interests in the capital stock or other Equity Interests of the Borrowers, (v) Trico Shipping shall cease to own, directly or indirectly, 100% of the voting and/or economic interests in the capital stock or other Equity Interests of Trico Subsea, or (vi) the Borrowers shall cease to own, directly or indirectly, 100% of the voting and/or economic interests of each Person which owns a Mortgaged Vessel.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“ Collateral ” shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document, including, without limitation, all Pledge Agreement Collateral, all Earnings and Insurance Collateral, all Mortgaged Vessels, and all cash and cash equivalents at any time delivered as collateral hereunder.

“ Collateral Agent ” shall mean the Administrative Agent acting as mortgagee, security trustee or collateral agent for the Secured Creditors pursuant to the Security Documents.

“ Collateral Disposition ” shall mean (i) the sale, lease, transfer or other disposition of any Mortgaged Vessel other than pursuant to a charter by the Parent or any of its Subsidiaries to any Person other than a Borrower or a Subsidiaries Guarantor or (ii) any Event of Loss of any Mortgaged Vessel.

“ Collateral Disposition Amount ” shall have the meaning provided in Section 3.03(c) .

“ Collateral Vessels ” shall mean, collectively, the 15 Vessels owned by the Borrowers and/or the Subsidiaries Guarantors and listed on Schedule III , and, individually, any of such Vessels.

“ Commitment Commission ” shall have the meaning provided in Section 3.01(a) .

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period, before deducting therefrom (i) consolidated interest expense of Holdings and its Subsidiaries for such period, (ii) provision for taxes based on income that were included in arriving at Consolidated Net Income for such period and (iii) the amount of all amortization of intangibles and depreciation to the extent that same was deducted in arriving at Consolidated Net Income for such period and without giving effect (x) to any extraordinary gains or extraordinary non-cash losses (except to the extent that any such extraordinary non-cash losses require a cash payment in a future period) and (y) to any gains or losses from sales of assets other than from sales of inventory in the ordinary course of business; provided that, for purposes of Section 9.06 only, pro forma adjustments satisfactory to the Administrative Agent shall be made for any Vessels acquired by or delivered to the Borrowers or any Subsidiary of the Borrowers prior to December 31, 2009 as if such Vessels were acquired or delivered on the first day of the relevant Test Period.

“ Consolidated Indebtedness ” shall mean, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness (but including, in any event, without limitation, the then outstanding principal amount of all Loans, all Capitalized Lease Obligations but excluding Indebtedness of a type described in clause (vi) of the definition thereof and excluding the Existing Intercompany Indebtedness) of Holdings and its Subsidiaries on a consolidated basis as determined in accordance with GAAP.

“ Consolidated Leverage Ratio ” shall mean, as at any date of determination, the ratio of Consolidated Net Indebtedness as at such date to Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Income ” shall mean, for any period, the net income (or loss) of Holdings and its Subsidiaries for such period, determined on a consolidated basis (after any deduction for minority interests), provided that (i) the net income of any Subsidiary of Holdings shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that Subsidiary of that net income is not at the date of determination permitted by operation of its charter or any agreement, instrument or law applicable to such Subsidiary and (ii) the net income (or loss) of any other Person acquired by Holdings or a Subsidiary of Holdings in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded.

“ Consolidated Net Indebtedness ” shall mean, on any date, (i) Consolidated Indebtedness on such date minus (ii) unrestricted cash and cash equivalents of Holdings and its Subsidiaries on such date.

“ Consolidated Net Worth ” shall mean, the Net Worth of Holdings and its Subsidiaries determined on a consolidated basis after appropriate deduction for any minority interests in Subsidiaries.

“ Construction Vessel ” shall mean each of the three Vessels listed in rows 13 through 15 on Schedule III hereto prior to such Vessel’s respective Construction Vessel Delivery Date.

“ Construction Vessel Delivery Date ” shall mean each date on which a Construction Vessel (i) has been delivered to a Borrower or a Subsidiaries Guarantor, (ii) has become a Mortgaged Vessel and (iii) the applicable requirements set forth in Section 8.11 with respect thereto have been satisfied.

“ Contingent Obligation ” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term Contingent Obligation shall not include (w) endorsements of instruments for deposit or collection in the ordinary course of business, (x) customary and reasonable indemnity obligations in effect on the Restatement Effective Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement, (y) any products warranties extended in the ordinary course of business and (z) guarantees made by Holdings or any of its Subsidiaries in respect of the obligations of any Subsidiaries of Holdings or DeepOcean under operating leases entered into in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if the less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Continuing Directors ” means the directors of the Parent on the Restatement Effective Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Parent is recommended by at least a majority of the then Continuing Directors.

“ Credit Documents ” shall mean this Agreement, each Note, each Security Document, the Subsidiaries Guaranty and each additional guaranty or additional security document executed pursuant to Section 8.11 .

“ Credit Party ” shall mean Holdings, Trico Subsea Holding, each Borrower, each Subsidiaries Guarantor and, at any time, any other Subsidiary of the Parent which is a party to any Credit Document at such time.

“ DeepOcean ” shall mean, collectively or individually as the context may require, DeepOcean Shipping, DeepOcean AS and their respective Subsidiaries.

“ DeepOcean AS ” shall mean DeepOcean AS, a limited company organized under the laws of Norway.

“ DeepOcean Indebtedness ” shall mean (i) any Indebtedness of DeepOcean that is outstanding on the Restatement Effective Date and (ii) Indebtedness secured solely by assets owned by DeepOcean on the Restatement Effective Date.

“ DeepOcean Shipping ” shall mean, collectively or individually as the context may require, DeepOcean Shipping AS, DeepOcean Shipping II AS and DeepOcean Shipping III AS and their respective Subsidiaries.

“ Default ” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender with respect to which a Lender Default is in effect.

“ Dividend ” with respect to any Person shall mean that such Person has declared or paid a dividend, distribution or returned any equity capital to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than common equity of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration (other than common equity of such Person) any shares of any class of its capital stock partnership or membership interests outstanding on or after the Restatement Effective Date (or any options or warrants issued by such Person with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration (other than common equity of such Person) any shares of any class of the capital stock of, or equity interests in, such Person outstanding on or after the Restatement Effective Date (or any options or warrants issued by such Person with respect to its capital stock or other equity interests). Without limiting the foregoing, “ Dividends ” with respect to any Person shall also include all payments made or required to be made (other than common equity of such Person) by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“ Documents ” shall mean the Credit Documents and the Vessel Acquisition Agreements.

“ Dollars ” and the sign “ $ ” shall each mean lawful money of the United States.

“ Earnings and Insurance Collateral ” shall mean all “Earnings Collateral” and “Insurance Collateral”, as the case may be, as defined in the respective Assignment of Earnings and Assignment of Insurances.

“ Eligible Transferee ” shall mean and include a commercial bank, insurance company, financial institution, fund or other Person which regularly purchases interests in loans or extensions of credit of the types made pursuant to this Agreement, any other Person which would constitute a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act as in effect on the Restatement Effective Date or other “accredited investor” (as defined in Regulation D of the Securities Act).

“ Environmental Claim ” shall mean any written claim, action, suit, cause of action or notice by any person or entity alleging potential liability arising out of, based on or resulting from (a) the Release into the environment, of any Hazardous Material or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“ Environmental Law ” shall mean all applicable foreign, federal, state and local laws and regulations having the force and effect of law relating to the protection of the natural environment or imposing liability or standards of conduct concerning the use, handling, storage, or management of any Hazardous Material.

“ Equity Interests ” of any Person means any and all shares, equity interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ ERISA Affiliate ” shall mean each person (as defined in Section 3(9) of ERISA) which together with Holdings or any other Credit Party would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ Eurodollar Rate ” shall mean with respect to each Interest Period for a Loan, (a) the offered rate (rounded upward to the nearest 1/100 of one percent) for deposits of Dollars for a period equivalent to such period at or about 11:00 A.M. (London time) on the second Business Day before the first day of such period as is displayed on Reuters LIBOR 01 Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market) (the “ Screen Rate ”); provided that if on such Interest Determination Date no such rate is so displayed, the Eurodollar Rate for such period shall be (a) the arithmetic average of the rates quoted to the Administrative Agent as the offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which the Eurodollar Rate is to be determined for a period equivalent to such applicable Interest Period by the Reference Banks in the London interbank Eurodollar market at or about 11:00 A.M. (London time) on such Interest Determination Date, in each case divided (and rounded upward to the nearest 1/100 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurodollar funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

“ Event of Default ” shall have the meaning provided in Section 10 .

“ Event of Loss ” shall mean any of the following events: (x) the actual or constructive total loss of a Mortgaged Vessel or the agreed or compromised total loss of a Mortgaged Vessel; or (y) the capture, condemnation, confiscation, requisition, seizure or forfeiture of (in each case, other than temporary seizure for customs lasting no more than 90 days), or any taking of title to (other than by way of a purchase), a Mortgaged Vessel. An Event of Loss shall be deemed to have occurred: (i) in the event of an actual loss of a Mortgaged Vessel, at the time and on the date of such loss or if that is not known at noon Greenwich Mean Time on the date which such Mortgaged Vessel was last heard from; (ii) in the event of damage which results in a constructive or compromised or arranged total loss of a Mortgaged Vessel, at the time and on the date of the event giving rise to such damage; or (iii) in the case of an event referred to in clause (y) above, at the time and on the date on which such event is expressed to take effect by the Person making the same. Notwithstanding the foregoing, if such Mortgaged Vessel shall have been returned to any Credit Party following any event referred to in clause (y) above prior to the date upon which a commitment reduction is required to be made under Section 3.03 hereof, no Event of Loss shall be deemed to have occurred by reason of such event.

“ Excluded Taxes ” shall have the meaning provided in Section 4.04(a) .

“ Existing Indebtedness ” shall have the meaning provided in Section 7.18 .

“ Existing Intercompany Indebtedness ” shall mean the TMS Intercompany Indebtedness, the Trico Marine Cayman Intercompany Indebtedness and the Trico Supply Intercompany Indebtedness.

“ Existing Lenders ” shall mean the Persons party to the Original Subsea Credit Agreement and/or the Original Shipping Credit Agreement, as applicable, as lenders on the Restatement Effective Date (immediately prior to giving effect thereto).

“ Existing Loans ” shall mean (i) the Loans made by the Existing Lenders to Trico Shipping pursuant to the Original Shipping Credit Agreement, of which an aggregate principal amount of $136,061,246 is outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) and (ii) the Loans made by the Existing Lenders to Trico Subsea pursuant to the Original Subsea Credit Agreement, of which an aggregate principal amount of $36,500,000 is outstanding on the Restatement Effective Date (immediately prior to giving effect thereto).

“ Factoring Agreement ” shall have the meaning provided in Section 5.19 .

“ Federal Funds Rate ” shall mean, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 A.M. (New York time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“ First Post-Closing Date ” shall have the meaning provided in Section 13.24(a) .

“ Foreign Lender ” shall mean any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code.

“ Foreign Pension Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by Holdings or any one or more of its Subsidiaries primarily for the benefit of employees of Holdings or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“ Free Liquidity ” shall mean at any time the sum of the unrestricted cash and cash equivalents held by Holdings and its Subsidiaries (other than DeepOcean AS and its Subsidiaries) at such time, which unrestricted cash and cash equivalents are not subject to a Lien other than a Lien in favor of the Collateral Agent or the Permitted Liens.

“ GAAP ” shall have the meaning provided in Section 13.07(a) .

“ Guaranteed Creditors ” shall mean and include each of the Administrative Agent, the Collateral Agent, the Lenders and each party (other than any Credit Party) party to an Interest Rate Protection Agreement or an Other Hedging Agreement to the extent such party constitutes a Secured Creditor under the Security Documents.

“ Guaranteed Obligations ” shall mean (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation of each of the Borrowers (including Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for herein, whether or not such interest is an allowed claim in any such proceeding) to the Lenders and the Agents now existing or hereafter incurred under, arising out of or in connection with this Agreement and each other Credit Document to which a Borrower is party and (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for herein, whether or not such interest is an allowed claim in any such proceeding) of either of the Borrowers owing under each Interest Rate Protection Agreement and Other Hedging Agreement entered into by either of the Borrowers with any Lender or any affiliate thereof (even if such Lender subsequently ceases to be a Lender under this Agreement for any reason) so long as such Lender or affiliate participates in such Interest Rate Protection Agreement or Other Hedging Agreement and their subsequent assigns party to any such Interest Rate Protection Agreement or Other Hedging Agreement, if any, whether now in existence or hereafter arising.

“ Guarantors ” shall mean the Parent, Holdings, Trico Subsea Holding and each Subsidiaries Guarantor.

“ Guaranty ” shall mean each of the Parent Company Guarantees and each Subsidiaries Guaranty.

“ Hazardous Materials ” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority under Environmental Laws.

“ Holdings ” shall have the meaning provided in the first paragraph of this Agreement.

“ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) all Indebtedness of the types described in clause (i), (iii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person ( provided that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iii) the aggregate amount of all Capitalized Lease Obligations of such Person, (iv) all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i . e ., take-or-pay and similar obligations, (v) all Contingent Obligations of such Person with respect to Indebtedness of another Person and (vi) all obligations under any Interest Rate Protection Agreement or Other Hedging Agreement or under any similar type of agreement; provided that Indebtedness shall in any event not include (x) trade payables and expenses accrued in the ordinary course of business or (y) milestone payments and similar obligations incurred by any Person under any vessel purchase contract.

“ Indemnitees ” shall have the meaning provided in Section 13.01 .

“ Individual Exposure ” of any Lender shall mean at any time, the aggregate principal amount of Loans of such Lender then outstanding.

“ Initial Borrowing Dates ” shall mean the Initial Shipping Borrowing Date and the Initial Subsea Borrowing Date.

“ Initial Shipping Borrowing Date ” shall mean May 29, 2008.

“ Initial Subsea Borrowing Date ” shall mean June 24, 2008.

“ Interest Determination Date ” shall mean, with respect to any Loan, the second Business Day prior to the commencement of any Interest Period relating to such Loan.

“ Interest Period ” shall have the meaning provided in Section 2.08 .

“ Interest Rate Protection Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement.

“ Investments ” shall have the meaning provided in Section 9.10 .

“ Joint Lead Arrangers ” shall mean Nordea Bank Finland plc, New York Branch and Bayerische Hypo- und Vereinsbank AG.

“ Lender ” shall mean each financial institution listed on Schedule I , as well as any Person which becomes a “Lender” hereunder pursuant to Section 2.12 or Section 13.04(b) .

“ Lender Default ” shall mean (i) the refusal (which has not been retracted) or the failing of a Lender to make available its portion of any Borrowing required to be made by it pursuant to the terms of this Agreement or (ii) a Lender having notified the Borrowers and/or the Administrative Agent that such Lender does not intend to comply with its obligations under Sections 2.01 or 2.04 .

“ Lien ” shall mean any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“ Loan ” shall have the meaning provided in Section 2.01 .

“ Margin Stock ” shall have the meaning provided in Regulation U.

“ Market Disruption Event ” shall mean:

(i) at or about noon New York City time on the Interest Determination Date for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Administrative Agent to determine the Eurodollar Rate for the relevant Interest Period; or

(ii) before close of business in New York on the Interest Determination Date for the relevant Interest Period, the Administrative Agent receives notifications from Lenders the sum of whose Revolving Loan Commitments at such time equals at least 40% of the Total Commitment that (i) the cost to such Lenders of obtaining matching deposits in the applicable interbank market for the relevant Interest Period would be in excess of the Eurodollar Rate for such Interest Period or (ii) such Lenders are unable to obtain funding in the applicable interbank market.

“ Material Adverse Effect ” shall mean a material adverse effect (w) on the rights or remedies of the Lenders under the Credit Documents, taken as a whole, (x) or the ability of the Credit Parties and the Parent, taken as a whole, to perform its or their obligations to the Lenders or (y) on the property, assets, operations, liabilities or financial condition of the Credit Parties and the Parent, taken as a whole.

“ Maturity Date ” shall mean May 14, 2013.

“ Mortgaged Vessels ” shall mean, at any time, each Collateral Vessel which is subject to a first priority perfected Vessel Mortgage at such time.

“ Net Cash Proceeds ” shall mean, with respect to any Collateral Disposition, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Collateral Disposition, other than the portion of such deferred payment constituting interest or fees, but only as and when received) received by any Credit Party from such Collateral Disposition or equity issuance, net of (i) reasonable transaction costs (including, without limitation, reasonable attorney’s fees) and sales commissions and (ii) the estimated marginal increase in income taxes and any stamp tax payable by any Credit Party as a result of such Collateral Disposition.

“ Net Worth ” shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding any treasury stock, cumulative foreign translation adjustments and write-downs of goodwill and/or non-amortizing intangible assets.

“ NOK ” shall mean lawful money of the Kingdom of Norway.

“ Non-Defaulting Lender ” shall mean each Lender that is not a Defaulting Lender.

“ Nordea ” shall have the meaning given to such term in the first paragraph of this Agreement.

“ Note ” shall have the meaning provided in Section 2.05(a) .

“ Notice of Borrowing ” shall have the meaning provided in Section 2.03 .

“ Notice Office ” shall mean the office of the Administrative Agent located at 437 Madison Avenue, 21st Floor, New York, NY 10022, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“ Obligations ” shall mean all amounts owing to the Administrative Agent, the Collateral Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document.

“ OPA ” shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq .

“ Original Credit Agreements ” shall have the meaning set forth in the second recital hereto.

“ Original Effective Dates ” shall mean the Original Shipping Effective Date and the Original Subsea Effective Date.

“ Original Shipping Credit Agreement ” shall have the meaning set forth in the first recital hereto.

“ Original Shipping Effective Date ” shall mean May 14, 2008.

“ Original Subsea Credit Agreement ” shall have the meaning set forth in the second recital hereto.

“ Original Subsea Effective Date ” shall mean April 24, 2008.

“ Other Hedging Agreement ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency or commodity values.

“ Parent ” shall have the meaning provided in the fourth recital hereto.

“ Parent Companies Guaranty ” shall mean the guarantees of Holdings and Trico Subsea Holding pursuant to Section 12 .

“ Parent Credit Agreement ” shall mean the Credit Agreement, dated as of January 31, 2008, among the Parent, certain subsidiaries of the Parent, the financial institutions party thereto from time to time as lenders, and Nordea, as administrative agent as amended, supplemented, modified, amended and restated and/or refinanced in whole or in part from time to time.

“ PATRIOT Act ” shall have the meaning provided in Section 13.21 .

“ Payment Office ” shall mean the office of the Administrative Agent located at 437 Madison Avenue, 21st Floor, New York, NY 10022, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“ Permitted Liens ” shall have the meaning provided in Section 9.01 .

“ Person ” shall mean any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“ Plan ” shall mean any pension plan as defined in Section 3(2) of ERISA, excluding any pension plan that is not subject to Title I or Title IV of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) Holdings or a Subsidiary of Holdings or any ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which Holdings or a Subsidiary of Holdings or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“ Pledge Agreement ” shall have the meaning provided in Section 5.07 .

“ Pledge Agreement Collateral ” shall mean all “Collateral” as defined in the Pledge Agreement.

“ Pledged Securities ” shall mean “Securities” as defined in the Pledge Agreement pledged (or required to be pledged) pursuant thereto.

“ Projections ” shall have the meaning provided in Section 7.05(d) .

“ Quarterly Payment Date ” shall mean the last Business Day of each March, June, September and December.

“ Real Property ” of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including leaseholds or licenses of land.

“ Reference Banks ” shall mean the Joint Lead Arrangers or such other Person that becomes a Reference Bank pursuant to Section 2.09(f) .

“ Refund Guarantee ” shall mean a refund guarantee issued for the benefit of either of the Borrowers or any Subsidiary Guarantor pursuant to a Vessel Acquisition Agreement as credit support for the shipbuilder’s obligations thereunder.

“ Refund Guarantee Assignment ” shall have the meaning provided in Section 5.08(c) .

“ Register ” shall have the meaning provided in Section 13.17 .

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Regulation X ” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Release ” shall mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into or upon any land or water or air, or otherwise entering into the environment.

“ Replaced Lender ” shall have the meaning provided in Section 2.12 .

“ Replacement Lender ” shall have the meaning provided in Section 2.12 .

“ Required Insurance ” shall have the meaning provided in Section 5.13(iv) .

“ Required Lenders ” shall mean (i) if there are two Non-Defaulting Lenders or less, each Non-Defaulting Lender or (ii) if there are more than two Non-Defaulting Lenders, Non-Defaulting Lenders the sum of whose outstanding Revolving Loan Commitments (or after the termination thereof, outstanding Loans) represent an amount greater than 66-2/3% of the sum of the Total Commitment less the Revolving Loan Commitments of all Defaulting Lenders (or after the termination thereof, the total outstanding Loans of Non-Defaulting Lenders at such time).

“ Restatement Effective Date ” has the meaning specified in Section 13.10 .

“ Returns ” shall have the meaning provided in Section 7.09 .

“ Revolving Loan Commitment ” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I hereto directly below the column entitled “Revolving Loan Commitment,” as the same may be (x) reduced from time to time pursuant to Sections 3.02 or 3.03 , and/or, as a result of the acceleration of the Loans, Section 10 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 2.12 or 13.04(b) .

“ Scheduled Commitment Reduction ” shall have the meaning provided in Section 3.03(b) .

“ Screen Rate ” shall have the meaning specified in the definition of Eurodollar Rate.

“ Second Post-Closing Date ” shall have the meaning provided in Section 13.24(d) .

“ Secured Creditors ” shall mean the “Secured Creditors” as defined in the Security Documents.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Security Documents ” shall mean each Vessel Acquisition Agreements Assignment (including each Refund Guarantee Assignment), the Pledge Agreement, each Assignment of Earnings, each Assignment of Insurances, each Assignment of Charters, the Factoring Agreement, each Vessel Mortgage and, after the execution and delivery thereof, each additional security document executed pursuant to Section 8.11 .

“ Subsidiaries Guarantor ” shall mean each Subsidiary of either of the Borrowers that executes and delivers any Subsidiaries Guaranty, unless and until such time as the respective Subsidiary is released from all of its obligations under any relevant Subsidiaries Guaranty in accordance with the terms and provisions thereof.

“ Subsidiaries Guaranty ” shall have the meaning provided in Section 5.14 .

“ Subsidiary ” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

“ Taxes ” shall have the meaning provided in Section 4.04(a) .

“ Test Period ” shall mean each period of four consecutive fiscal quarters, in each case taken as one accounting period.

“ TMS Guaranty ” shall have the meaning provided in Section 5.21 .

“ TMS Intercompany Indebtedness ” shall mean the Indebtedness in the initial principal amount of $395,000,000 incurred by Trico Shipping from the Parent pursuant to a loan agreement dated May 15, 2008.

“ Total Commitment ” shall mean, at any time, (i) $172,561,246 minus (ii) the sum of the aggregate amount of (x) any voluntary reductions to the Total Commitment made pursuant to Section 3.02 at or before such time and (y) mandatory reductions to the Total Commitment required to be made pursuant to Section 3.03(b) or Section 3.03(c) at or before such time.

“ Total Unutilized Loan Commitment ” shall mean at any time, the Total Commitment at such time less the Aggregate Exposure at such time.

“ Transaction ” shall mean, collectively, (i) the entering into of the Credit Documents and the incurrence of Loans hereunder and (ii) the payment of fees and expenses in connection with the foregoing.

“ Trico Marine Cayman Intercompany Indebtedness ” shall mean the Indebtedness in the initial principal amount of $33,486,076.35 incurred by Holdings from Trico Marine Cayman, L.P., acting through its general partner, Trico Holdco LLC, pursuant to a loan agreement dated as of November 8, 2007.

“ Trico Shipping ” shall have the meaning provided in the first paragraph of this Agreement.

“ Trico Subsea ” shall have the meaning provided in the first paragraph of this Agreement.

“ Trico Subsea Holding ” shall have the meaning provided in the first paragraph of this Agreement.

“ Trico Supply Intercompany Indebtedness ” shall mean the Indebtedness in the initial principal amount of $194,000,000 incurred by Holdings from Trico Marine Operators, Inc. pursuant to a promissory note dated November 8, 2007.

“ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“ United States ” and “ U.S. ” shall each mean the United States of America.

“ Vessel ” shall mean sea going vessels and tankers.

“ Vessel Acquisition ” shall mean the acquisition by Trico Subsea of any of the Construction Vessels pursuant to the Vessel Acquisition Agreements.

“ Vessel Acquisition Agreements ” shall have the meaning provided in Section 5.08(a) .

“ Vessel Acquisition Agreements Assignment ” shall have the meaning provided in Section 5.08(b) .

“ Vessel Mortgage ” shall mean a first-priority preferred mortgage (and, in addition, a second-priority mortgage in the case of the Mortgaged Vessels listed in rows 8 and 10 on Schedule III ) in substantially the form of Exhibit D , or such other form as may be reasonably satisfactory to the Administrative Agent, as such mortgage may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

Section 2. Amount and Terms of Credit Facility .

2.01 Loan Commitments . Subject to and upon the terms and conditions set forth herein, (i) on the Restatement Effective Date, the Existing Loans shall be continued, and remain outstanding, as Borrowings of Loans hereunder and (ii) each Lender severally agrees to make revolving loans (each a “ Loan ” and, collectively and together with the Existing Loans, the “ Loans ”) to the Borrowers from time to time as requested by the Borrower Representative in the manner set forth in Section 2.03 , which Loans (A) shall be made and maintained in Dollars, (B) shall bear interest in accordance with Section 2.07 , (C) may only be incurred on a date occurring prior to the Maturity Date and (D) shall not be required to be made by any Lender if after giving effect thereto, (x) the Individual Exposure of such Lender would exceed the Revolving Loan Commitment of such Lender or (y) the Aggregate Exposure would exceed the lesser of (i) the then applicable Total Commitment and (ii) the then applicable Available Commitment. Within the foregoing limits and subject to the terms and conditions hereof, the Borrowers may borrow, prepay and reborrow the Loans.

2.02 Minimum Amount of Each Borrowing; Limitation on Number of Borrowings . The aggregate principal amount of each Borrowing shall not be less than $1,000,000. More than one Borrowing may occur on the same date.

2.03 Notice of Borrowing . (a) Whenever a Borrower desires to request a Borrowing hereunder, the Borrower Representative shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on such day. Each such notice (each, a “ Notice of Borrowing ”), except as otherwise expressly provided in Section 2.08 , shall be irrevocable and shall be given by the Borrower Representative substantially in the form of Exhibit A , appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the initial Interest Period to be applicable thereto, (iv) to which account the proceeds of such Loans are to be deposited and (v) by which Borrower the Loans will be incurred. The Administrative Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

(b) Without in any way limiting the obligation of the Borrower Representative to deliver a written Notice of Borrowing in accordance with Section 2.03(a) , the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower Representative prior to receipt of the Notice of Borrowing. In each such case, the Borrowers hereby waive the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

2.04 Disbursement of Funds . Except as otherwise specifically provided in the immediately succeeding sentence, no later than 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each such Borrowing requested to be made on such date. All such amounts shall be made available in Dollars and in immediately available funds at the Payment Office and the Administrative Agent will make available to the applicable Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the applicable Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Representative and the Borrowers shall severally agree to immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowers, at the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.07 . Nothing in this Section 2.04 shall be deemed to relieve any Lender of its obligation to make Loans hereunder or to prejudice any rights the Borrowers may have against any Lender as a result of such Lender’s failure to make Loans hereunder.

2.05 Notes . (a) The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, be evidenced by a promissory note duly executed and delivered by the Borrower Representative substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “ Note ” and, collectively, the “ Notes ”).

(b) Each Note shall (i) be executed by the Borrower Representative, (ii) be payable to such Lender and be dated the Restatement Effective Date (or, in the case of Notes issued after the Restatement Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the Restatement Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Restatement Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Maturity Date, (vi) bear interest as provided in Section 2.07 , (vii) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents.

(c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrowers’ obligations in respect of such Loans.

(d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all related Obligations) incurred by Borrowers that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower Representative shall promptly execute and deliver to such Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower Representative shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to such Borrower Representative and such requesting Lender, and duly executed by such requesting Lender.

2.06 Pro Rata Borrowings . All Borrowings of Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Revolving Loan Commitments. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

2.07 Interest . (a) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration, prepayment or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin as in effect from time to time during such Interest Period plus the Eurodollar Rate for such Interest Period.

(b) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan and any other overdue amount payable hereunder shall, in each case, bear interest at a rate per annum equal to 2% per annum in excess of the rate then borne by such Loans (or, if such overdue amount is not interest or principal in respect of the Loan, 2% per annum in excess of the rates then applicable to Eurodollar Loans at such time). Interest that accrues under this Section 2.07(b) shall be payable on demand.

(c) Accrued (and theretofore unpaid) interest in respect of Loans shall be payable on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(d) Upon each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing and shall promptly notify the Borrowers and the Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

(e) All calculations of interest shall be based on a 360-day year and actual days elapsed.

2.08 Interest Periods . (a) At the time the Borrower Representative gives a Notice of Borrowing in respect of the making of any Loan (in the case of the initial Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to such Loan (in the case of any subsequent Interest Period), the Borrower Representative shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an “ Interest Period ”) applicable to such Loan, which Interest Period shall, at the option of the Borrower Representative, be a one, three or six-month period (or such other period as may be agreed upon by all Lenders, it being understood, however, that during the one-month period preceding the Maturity Date, such Borrower, with the consent of the Administrative Agent, may select an Interest Period of less than one month so long as such Interest Period ends no later than the Maturity Date); provided that:

(i) all Loans comprising a Borrowing shall at all times have the same Interest Period;

(ii) the initial Interest Period for any Loan shall commence on the date of Borrowing of such Loan (if initially borrowed as a Loan), and each Interest Period occurring thereafter in respect of such Loan shall commence on the day immediately following the day on which the immediately preceding Interest Period applicable thereto expires;

(iii) if any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(iv) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided , however , that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(v) no Interest Period longer than one month may be selected at any time when an Event of Default is then in existence;

(vi) no Interest Period in respect of any Borrowing shall be selected which extends beyond the Maturity Date; and

(vii) the selection of Interest Periods shall be subject to the provisions of this Section 2.08 ;

If by 11:00 A.M. (New York time) on the third Business Day preceding the expiration of any Interest Period applicable to a Borrowing of Loans, the Borrower Representative has failed to elect a new Interest Period to be applicable to such Loans as provided above, such Borrower shall be deemed to have elected a one month Interest Period to be applicable to such Loans effective as of the expiration date of such current Interest Period.

2.09 Increased Costs, Illegality, etc . (a) In the event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

(i) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Restatement Effective Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Loan or any other amounts payable hereunder (except for the imposition of, or any change in, the rate of any Excluded Tax), but without duplication of any increased costs with respect to Taxes which are addressed in Section 4.04 , or (B) a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate, and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the applicable interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or

(ii) at any time after the Restatement Effective Date, that the making or continuance of any Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful);

then, and in any such event, such Lender shall promptly give notice (by telephone confirmed in writing) to the affected Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (ii) above, the Borrowers agree to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.09(a) upon the subsequent receipt of such notice) and (y) in the case of clause (ii) above, the Borrowers shall take one of the actions specified in Section 2.09(b) as promptly as possible and, in any event, within the time period required by law.

(b) At any time that any Loan is affected by the circumstances described in Section 2.09(a)(i) or (ii) , the Borrowers may (and in the case of a Loan affected by the circumstances described in Section 2.09(a)(ii) shall) either (x) if the affected Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrowers were notified by the affected Lender or the Administrative Agent pursuant to Section 2.09(a)(i) or (ii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, in the case of any Loan, repay all outstanding Borrowings which include such affected Loans in full in accordance with the applicable requirements of Section 4.01 ; provided that (i) if the circumstances described in Section 2.09(a)(ii) apply to any Loan, the Borrowers may, in lieu of taking the actions described above, maintain such Loan outstanding, in which case, the Eurodollar Rate shall be determined on the basis provided in the proviso to the definition of Eurodollar Rate, unless the maintenance of such Loan outstanding on such basis would not stop the conditions described in Section 2.09(a)(ii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.09(b) .

(c) If any Lender shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such other corporation’s capital or assets as a consequence of such Lender’s Revolving Loan Commitments hereunder or its obligations hereunder to the Borrowers to a level below that which such Lender or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other corporation’s policies with respect to capital adequacy), then from time to time, upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this clause (c), such Borrowers agree (to the extent applicable) to pay to such Lender such additional amount or amounts as will compensate such Lender or such other corporation for such reduction in the rate of return to such Lender or such other corporation. Each Lender, upon determining in good faith (and using reasonable averaging and attribution methods) that any additional amounts will be payable pursuant to this Section 2.09(c) , will give prompt written notice thereof to the Borrowers (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights under this Section 2.09(c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish the Borrowers obligations to pay additional amounts pursuant to this Section 2.09(c) upon the subsequent receipt of such notice. A Lender’s good faith determination of compensation owing under this Section 2.09(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

(d) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Applicable Margin; and

(ii) the rate which is the arithmetic average of the rates (rounded upward to the nearest 1/100 of one percent) determined by the Reference Banks on the Interest Determination Date for such Interest Period to be that which expresses as a percentage rate per annum the cost to each such Reference Bank of funding its participation in that Loan for a period equivalent to such Interest Period from whatever source it may reasonably select; provided that (x) in the event that none or only one of the Reference Banks supplies a rate to the Administrative Agent as contemplated by this clause (ii), the rate for each Lender for such Interest Period shall be the rate determined on the Interest Determination Date for such Interest Period by such Lender to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in that Loan for a period equivalent to such Interest Period from whatever source it may reasonably select, and (y) the rate provided by a Reference Bank or Lender pursuant to this clause (ii) shall, absent manifest error, be final and conclusive and binding on all the parties hereto and shall not be disclosed to any other Lender and shall be held as confidential by the Administrative Agent and the Borrowers.

(e) If a Market Disruption Event occurs and the Administrative Agent or the Borrowers so require, the Administrative Agent and the Borrowers shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing to a substitute basis for determining the rate of interest. Any alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent of all the Lenders and the Borrowers, be binding on all parties. If no agreement is reached pursuant to this clause (e), the rate provided for in clause (d) above shall apply for the entire Interest Period.

(f) If any Reference Bank ceases to be a Lender under this Agreement, (x) it shall cease to be a Reference Bank and (y) the Administrative Agent shall, with the approval (which shall not be unreasonably withheld) of the Parent, nominate as soon as reasonably practicable another Lender to be a Reference Bank in place of such Reference Bank.

2.10 Compensation . The Borrowers jointly and severally agree to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any such loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Loans but excluding loss of anticipated profits) which such Lender may sustain in respect of Loans made to the Borrower: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing does not occur on a date specified therefor in a Notice of Borrowing (whether or not withdrawn by either of the Borrowers or deemed withdrawn pursuant to Section 2.09(a) ); (ii) if any prepayment or repayment (including any prepayment or repayment made pursuant to Section 2.09(a) , Section 4.01 , Section 4.02 or as a result of an acceleration of the Loans pursuant to Section 10 ) of any of its Loans, or assignment of any of its Loans pursuant to Section 2.12 , occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by either of the Borrowers; or (iv) as a consequence of any other default by either of the Borrowers to repay Loans or make payment on any Note held by such Lender when required by the terms of this Agreement.

2.11 Change of Lending Office . Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.09(a)(i) or (ii) , Section 2.09(b) or Section 4.04 with respect to such Lender, it will, if requested by the Borrowers, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender provided in Section 2.09 and Section 4.04 .

2.12 Replacement of Lenders . (x) If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any event giving rise to the operation of Section 2.09(a)(i) or (ii) , Section 2.09(b) or Section 4.04 with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrowers shall have the right to either replace such Lender (the “ Replaced Lender ”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, provided that:

(i) at the time of any replacement pursuant to this Section 2.12 , the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Revolving Loan Commitments and outstanding Loans of the Replaced Lender, and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 3.01 ; and

(ii) all obligations of the Borrowers due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09 , 2.10 , 4.04 , 11 .06 and 13.01 ), which shall survive as to such Replaced Lender.

Section 3. Commitment Commission; Reductions of Commitment .

3.01 Commitment Commission . (a) The Borrowers agree to pay to the Administrative Agent for distribution to each Lender which is a Non-Defaulting Lender a commitment commission (the “ Commitment Commission ”), in Dollars, for the period from and including the Restatement Effective Date to and including the Maturity Date (or such earlier date on which the Total Commitment has been terminated) computed at a rate per annum equal to 40% of the Applicable Margin then in effect on the daily undrawn portion of the Total Commitment. The accrued Commitment Commission shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the Total Commitment is terminated.

(b) The Borrowers shall pay to the Administrative Agent, for the Administrative Agent’s own account, such other fees as have been agreed to in writing by the Borrowers and the Administrative Agent.

3.02 Voluntary Termination of Unutilized Commitments . (a) Upon at least three Business Days’ prior notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Total Unutilized Loan Commitment, in whole or in part, in integral multiples of $1,000,000 in the case of partial reductions thereto, provided that each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Lender.

(b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrowers may, subject to the requirements of Section 13.12(b) and upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), terminate all of the Revolving Loan Commitment (if any) of such Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts), and at such time such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09 , 2.10 , 4.04 , 11.06 and 13.01 ), which shall survive as to such repaid Lender. For the avoidance of doubt, the repayment of any Loans pursuant to this Section 3.02(b) shall not be subject to the provisions of Section 13.06 hereof.

3.03 Mandatory Reduction of Commitments . (a) The Total Commitment (and the Revolving Loan Commitment of each Lender) shall terminate in its entirety on the Maturity Date, after giving effect to all Borrowings of Loans on such date.

(b) On each Quarterly Payment Date, the Available Commitment and the Total Commitment, as applicable, shall be reduced by an aggregate principal amount as is set forth opposite each such Quarterly Payment Date below (each such reduction, as the same may be reduced as provided in Sections 3.03(a) or (c) , a “ Scheduled Commitment Reduction ”); provided that the aggregate principal amount of the Scheduled Commitment Reductions set forth in the “Available Commitment” column opposite the Quarterly Payment Dates for October 15, 2009 and October 30, 2009 shall be reduced by the amount by which the Net Cash Proceeds which are applicable to the reduction of the Total Commitment and the Available Commitment made on or before such date, if any, from the Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) of the M/V Northern Clipper or M/V Northern Challenger exceeds the relevant Collateral Disposition Amount (each, a “ Collateral Disposition Reduction ”); provided , further , that each such Collateral Disposition Reduction shall be applied in direct order of maturity first to reduce the Scheduled Commitment Reduction on October 15, 2009 and second to reduce the Scheduled Commitment Reduction on October 30, 2009:

(c) In addition to, but without duplication of, any other mandatory repayments or commitment reductions required pursuant to this Section 3.03 , on (i) the Business Day of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the date of receipt by the Borrowers, any of their respective Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, the Total Commitment and the Available Commitment shall be permanently reduced by (x) an amount equal to the Total Commitment, multiplied by a percentage thereof, expressed as a fraction, the numerator of which is the Appraised Value (determined on the basis of the most recently obtained Appraisals) of such Mortgaged Vessel subject to such Collateral Disposition and the denominator of which is the Aggregate Appraised Value (determined on the basis of the most recently obtained Appraisals) of all Mortgaged Vessels owned by the Borrowers and the Subsidiaries Guarantors at such time (the “ Collateral Disposition Amount ”), or (y) prior to the delivery of all the Construction Vessels, if greater, in the case of M/V Northern Princess or M/V Northern Queen, 30% of the Net Cash Proceeds of such Collateral Disposition, or (z) if greater, in the case of M/V Northern Clipper or M/V Northern Challenger, 100% of the Net Cash Proceeds of such Collateral Disposition.

(d) Each reduction to, or termination of, the Total Commitment and the Available Commitment pursuant to Sections 3.02 or 3.03(c) shall be applied to reduce future Scheduled Commitment Reductions on a pro rata basis (based upon the then applicable amounts of such Scheduled Commitment Reductions).

(e) Each reduction to, or termination of, the Total Commitment pursuant to this Section 3.03 shall be applied to proportionately reduce or terminate, as the case may be, the Revolving Loan Commitment of each Lender.

Section 4. Prepayments; Payments; Taxes; Voluntary Prepayments .

4.01 Voluntary Prepayments . (a) The Borrowers shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions:

(i) the Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which such Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;

(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is reasonably acceptable to the Administrative Agent;

(iii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts, if any, required to be paid pursuant to Section 2.10 ; and

(iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans shall be applied pro rata among such Loans, provided that at the Borrowers’ election in connection with any prepayment of Loans pursuant to this Section 4.01(a) , such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender.

(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) , the Borrowers may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.09 ), together with accrued and unpaid interest, fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) , so long as (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents, if any, required under Section 13.12(b) in connection with the prepayment pursuant to this clause (b) have been obtained. For the avoidance of doubt, the repayment of any Loans pursuant to this Section 4.01(b) shall not be subject to the provisions of Section 13.06 hereof.

4.02 Mandatory Repayments . (a) On any day on which the Aggregate Exposure (after giving effect to all other repayments thereof on such date) exceeds the lesser of (i) the then applicable Total Commitment and (ii) the then applicable Available Commitment due to any mandatory reductions of Revolving Loan Commitments made pursuant to Section 3.03 , and within two (2) Business Days for any other event causing the Aggregate Exposure (after giving effect to all other repayment thereof as such date) to exceed the lesser of (i) the then applicable Total Commitment and (ii) the then applicable Available Commitment (including as a consequence of currency exchange rate fluctuations), the Borrowers shall repay on such date the principal of Loans in an amount equal to such excess.

(b) With respect to each repayment of Loans required by this Section 4.02 , the Borrowers may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans with Interest Periods ending on such date of required repayment have been paid in full and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion.

(c) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on the Maturity Date.

4.03 Method and Place of Payment . Except as otherwise specifically provided herein, (a) all Obligations under this Agreement and under any Note shall be the obligation of the Borrowers and (b) all payments under this Agreement and under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 10:00 A.M. (New York time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office. Any payments under this Agreement or under any Note which are made later than 10:00 A.M. (New York time) on any day shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

4.04 Net Payments; Taxes . (a) All payments made by any Credit Party hereunder or under any other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) , all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the principal office or applicable lending office of the Administrative Agent or the Lender, as the case may be, is located, and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender designates a new lending office or is attributable to such Foreign Lender’s failure to comply with Section 4.04(b) , except to the extent that such Foreign Lender was entitled at the time of the designation of the new lending office to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 4.04(a) (collectively, the “ Excluded Taxes ”)), and all interest, penalties or similar liabilities with respect to such non-Excluded Taxes, levies, imposts, duties, fees, assessments or other charges (all such non-Excluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “ Taxes ”). If any Taxes are required to be deducted or withheld, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrowers will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence of such payment reasonably acceptable to the Administrative Agent. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender; provided that, no Lender shall be indemnified for any Taxes hereunder unless such Lender shall make written demand on the Borrowers for reimbursement hereunder no later than 180 days after the earlier of (i) the date on which such Lender makes payment of such Taxes and (ii) the date on which the relevant jurisdiction or any political subdivision or taxing authority thereof makes initial written demand upon such Lender for payment of such Taxes.

(b) Each Lender agrees to use reasonable efforts (consistent with the legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrowers any information, in each case, as reasonably requested by the Borrowers that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided , however , that nothing in this Section 4.04(b) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).

(c) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 4.04 , it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant jurisdiction or any political subdivision or taxing authority thereof with respect to such refund), provided , however , that (i) the Administrative Agent or Lender, as the case may be, may determine, in its sole discretion consistent with the policies of the Administrative Agent or Lender, as the case may be, whether to seek a refund; and (ii) the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant jurisdiction or any political subdivision or taxing authority thereof) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such jurisdiction or any political subdivision or taxing authority thereof. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information that it deems confidential) to the Borrowers or any other Person.

Section 5. Conditions Precedent to the Restatement Effective Date . The occurrence of the Restatement Effective Date pursuant to Section 13.10 and (i) the continuation of the Existing Loans as Loans hereunder and (ii) the obligation of each Lender to make Loans on and after the Restatement Effective Date are subject to the satisfaction or waiver of the following conditions:

5.01 Execution of Agreement; Notes . On or prior to the Restatement Effective Date, (x) this Agreement shall have been executed and delivered as provided in Section 13.10 and (y) there shall have been delivered to the Administrative Agent, for the account of each of the Lenders that has requested same, the appropriate Notes executed by the Borrower Representative, in each case in the amount, maturity and as otherwise provided herein.

5.02 Officer’s Certificate . On the Restatement Effective Date, the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower Representative certifying that the conditions set forth in Sections 5.03 , 5.10 , 5.15 , 5.16 , 5.17 , 5.18 and 5.20 are satisfied on the Restatement Effective Date (to the extent that, in each case, such conditions are not required to be acceptable (reasonably or otherwise) to the Administrative Agent).

5.03 Fees, etc . On or prior to the Restatement Effective Date, the Borrowers shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, reasonable legal fees and expenses of outside counsel to the Administrative Agent) payable to the Administrative Agent and the Lenders to the extent then due.

5.04 Opinions of Counsel . On the Restatement Effective Date, the Administrative Agent shall have received (i) from Vinson & Elkins L.L.P., special New York counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date covering the matters set forth in Exhibit F-1 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (ii) subject to Section 13.24 , from Thommessen Krefting Greve Lund AS, Norwegian counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date (or the First Post-Closing Date, as applicable) covering the matters set forth in Exhibit F-2 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (iii) subject to Section 13.24 , from Higgs & Johnson, Bahamian counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date (or the First Post-Closing Date, as applicable) covering the matters set forth in Exhibit F-3 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (iv) subject to Section 13.24 , from Seward & Kissel LLP, Vanuatu maritime counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date (or the First Post-Closing Date, as applicable) covering the matters set forth in Exhibit F-4 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (v) subject to Section 13.24 , White & Case LLP, London Office, English counsel to the Administrative Agent a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date (or the First Post-Closing Date, as applicable) covering the matters set forth in Exhibit F-5 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (vi) Rishi Varma, General Counsel to the Parent a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date covering the matters set forth in Exhibit F-6 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.

5.05 Corporate Documents; Proceedings; etc . (a) On the Restatement Effective Date, the Administrative Agent shall have received a certificate from the Parent and each Credit Party, dated the Restatement Effective Date, signed by an Authorized Officer of such entity, and attested to by the Secretary or any Assistant Secretary (or if such entity does not have a Secretary or Assistant Secretary, any other officer or director of such entity) of such entity, substantially in the form of Exhibit G , with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such entity and the resolutions of such entity referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent; provided that each of the Borrowers, Holdings and Trico Subsea Holding shall only be required to deliver to the Administrative Agent on the Restatement Effective Date a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such Credit Party confirming that there have been no changes to the Certificate of Incorporation or By-laws (or equivalent organizational documents) since the effective date of the Original Shipping Credit Agreement or the Original Subsea Credit Agreement, as applicable, together with resolutions referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent.

(b) On the Restatement Effective Date, all corporate, limited liability company, partnership and legal proceedings, and all instruments and agreements in respect of the Parent in connection with the transactions contemplated by this Agreement and the other Credit Documents, shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities.

5.06 Indebtedness . Except for the Existing Indebtedness set forth on Schedule VIII , on the Restatement Effective Date, neither Holdings nor any other Credit Party has any outstanding preferred equity, Indebtedness or contingent liabilities, except for Indebtedness incurred pursuant to this Agreement, and all equity interests of each Subsidiaries Guarantor shall be owned directly or indirectly by the Borrowers, in each case free and clear of Liens (other than Permitted Liens) and all equity interests of the Borrowers shall be owned directly or indirectly by Holdings free and clear of Liens (other than Permitted Liens).

5.07 Amended and Restated Pledge and Security Agreement . On the Restatement Effective Date, each Credit Party shall have (x) duly authorized, executed and delivered the Amended and Restated Pledge and Security Agreement substantially in the form of Exhibit I (as modified, supplemented or amended from time to time, the “ Pledge Agreement ”) and shall have (A) delivered to the Collateral Agent, as pledgee, all the certificated Pledged Securities referred to therein, together with executed and undated stock powers in the case of capital stock constituting Pledged Securities, and (B) otherwise complied with all of the requirements set forth in the Pledge Agreement and (y) duly authorized, executed and delivered any other related documentation necessary or advisable to perfect the Lien on the Pledge Agreement Collateral referred to in the Pledge Agreement in the respective jurisdictions of formation of the Credit Parties; provided , however , that notwithstanding the foregoing, Holdings shall only be required to pledge the equity interests it holds in Trico Shipping and its Subsidiaries, with the exception of DeepOcean.

5.08 Vessel Acquisition Agreements . (a) On or prior to the Restatement Effective Date, the Administrative Agent shall have received copies of the material documentation in existence on the date of this Agreement for the acquisition of the Construction Vessels (such contracts and agreements listed on Schedule IV hereto, the “ Vessel Acquisition Agreements ”), and all shall be in full force and effect.

(b) On or prior to the Restatement Effective Date, Trico Subsea shall have (i) duly authorized, executed and delivered the Amended and Restated Vessel Acquisition Agreements Assignment substantially in the form of Exhibit J hereto (as modified, supplemented or amended from time to time, the “ Vessel Acquisition Agreements Assignment ”) (it being understood that such assignments shall become effective only when the requisite consents thereto shall have become effective), (ii) taken all actions necessary or advisable to perfect the Lien on the collateral described therein and (iii) used its commercially reasonable efforts to obtain and deliver the consents substantially in the form of Exhibit A to Exhibit J hereto (as modified, supplemented or amended from time to time, each a “ Consent to Assignment of Vessel Acquisition Agreements Assignment ”) required for the assignment of each of the Vessel Acquisition Agreements to the Collateral Agent pursuant to a Vessel Acquisition Agreements Assignment.

(c) On the Restatement Effective Date, Trico Subsea shall have (x) duly authorized, executed and delivered the Amended and Restated Refund Guarantee Assignment substantially in the form of Exhibit E hereto (as modified, supplemented or amended from time to time, the “ Refund Guarantee Assignments ”) (it being understood that such assignments shall become effective only when the requisite consents thereto shall have become effective), (y) take all actions necessary or advisable to perfect the Lien on the collateral described therein and (z) subject to Section 13.24 , obtained and delivered all necessary consents required for the assignment of each Refund Guarantee to the Collateral Agent.

5.09 Solvency Certificate . On the Restatement Effective Date, the Administrative Agent shall have received a solvency certificate from a senior executive officer of Holdings, substantially in the form of Exhibit K , which shall be addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, setting forth the conclusion that, after giving effect to the Borrowings, if any, on the Restatement Effective Date, Holdings individually, and Holdings and its Subsidiaries taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature.

5.10 Approvals . On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Loans, and the granting of Liens under the Credit Documents (other than the registration of the Vessel Mortgages in respect of the Construction Vessels or as otherwise provided in Sections 5.08(b) and (c) ) shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the making of the Loans and the performance by the Credit Parties of the Credit Documents. On the Restatement Effective Date, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified, prohibiting or imposing materially adverse conditions upon the making of the Loans or the performance by the Credit Parties of their obligations under the Credit Documents.

5.11 Assignments of Earnings, Insurances and Charter . On the Restatement Effective Date, Trico Subsea shall have duly authorized, executed and delivered, in respect of M/V Trico Sabre, an Assignment of Earnings substantially in the form of Exhibit L-1 , an Assignment of Insurances substantially in the form of Exhibit L-2 and an Assignment of Charters (existing or future) substantially in the form of Exhibit B to the Assignment of Earnings for any charter or other similar contract that has as of the Restatement Effective Date a remaining term of twelve (12) months or greater, including any extension option, granted by Trico Subsea, and shall use commercially reasonable efforts to provide appropriate notices and consents relating thereto, together covering all of Trico Subsea’s present and future Earnings and Insurance Collateral, in each case together with:

(i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances;

(ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name Trico Subsea as debtor and that are filed in Washington D.C., together with copies of such other financing statements (none of which shall cover the Collateral, except to the extent evidencing Permitted Liens, unless the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws in respect thereof); and

(iii) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

5.12 Vessel Mortgages . On the Restatement Effective Date, subject to Section 13.24 , (i) Trico Shipping shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry, Vessel Mortgages, amendments to the Vessel Mortgages or amendments and restatements of the Vessel Mortgages, as applicable, (as the same have been amended, modified and/or supplemented to, but not including, the Restatement Effective Date) with respect to each of the Mortgaged Vessels listed in rows 1 through 12 on Schedule III in a manner reasonably satisfactory to the Administrative Agent, (ii) Trico Subsea shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry a Vessel Mortgage with respect to each such Collateral Vessel that has been delivered to Trico Subsea on the Restatement Effective Date, if any, and (iii) the Vessel Mortgages shall be effective to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest in, and lien upon, such Collateral Vessels, subject only to Permitted Liens. Except as specifically provided above, all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve such security interests shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Collateral Agent.

5.13 Certificates of Ownership; Searches; Class Certificates; Appraisal Reports . On the Restatement Effective Date, the Administrative Agent shall have received each of the following with respect to each Mortgaged Vessel:

(i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Mortgaged Vessel by the Borrowers or the relevant Subsidiaries Guarantor;

(ii) the results of maritime registry searches with respect to each Mortgaged Vessel, indicating no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens;

(iii) class certificates from a classification society listed on Schedule V hereto or another classification society reasonably acceptable to the Collateral Agent, indicating that each Mortgaged Vessel meets the criteria specified in Section 7.24 ; and

(iv) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit Parties (other than the Parent) in respect of each Mortgaged Vessel, together with a certificate from such broker certifying that such insurances, (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds by similarly situated insurers for the protection of the Administrative Agent and/or the Lenders as mortgagee, (ii) conform with the insurance requirements of each respective Vessel Mortgage and (iii) include, without limitation, hull and machinery, war risks, mortgagee additional peril, protection and indemnity and reimbursement of costs of mortgagee interest insurance (the “ Required Insurance ”).

5.14 Amended and Restated Subsidiaries Guaranty . On the Restatement Effective Date, each Subsidiary of Trico Shipping (other than Trico Subsea Holding, Trico Subsea and DeepOcean Shipping) and Trico Subsea shall have duly authorized, executed and delivered to the Administrative Agent the Amended and Restated Subsidiaries Guaranty substantially in the form of Exhibit H (as modified, supplemented or amended from time to time, the “ Subsidiaries Guaranty ”), and the Subsidiaries Guaranty shall be in full force and effect.

5.15 Litigation . On the Restatement Effective Date, no actions, suits, investigations or proceedings of any Credit Party by any entity (private or governmental) shall be pending or, to the knowledge of any Credit Party, (x) threatened with respect to (i) any Collateral Vessel or (ii) any Document, or (y) which could be reasonably to have a Material Adverse Effect.

5.16 Environmental Laws . On the Restatement Effective Date, there shall not exist any condition or occurrence on or arising from any Collateral Vessel or any other property owned or operated or occupied by either of the Borrowers or any of their respective Subsidiaries that (i) results in noncompliance by either of the Borrowers or such Subsidiary with any applicable Environmental Law that has had, or could reasonably be expected to have, a Material Adverse Effect or (ii) could reasonably be expected to form the basis of an Environmental Claim against either of the Borrowers or any of their respective Subsidiaries or any property of either of the Borrowers or any of their respective Subsidiaries (including, without limitation, any Collateral Vessel) and such Environmental Claim could reasonably be expected to have, a Material Adverse Effect.

5.17 Material Adverse Effect . On the Restatement Effective Date and after giving effect to the related Borrowing, nothing shall have occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

5.18 No Conflicts; Margin Regulations . (a) Neither the occurrence of Restatement Effective Date nor the occurrence of any Vessel Acquisition on or before the Restatement Effective Date shall have resulted in any material conflict with, and there shall be no material default on the Restatement Effective Date under, any material agreement of Holdings or any Credit Party (including, without limitation, the Vessel Acquisition Agreements).

(b) On the Restatement Effective Date, all Loans shall be in full compliance with all applicable requirements of law including, but without limitation, the provisions of Regulations U and X of the Board of Governors of the Federal Reserve System.

(c) On the Restatement Effective Date, Borrowers shall be in compliance with the requirements of Section 9.09 .

5.19 Factoring Agreements . On the Restatement Effective Date, subject to Section 13.24(c) , each of the Borrowers shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry a Factoring Agreement substantially in the form of Exhibit M (as modified, supplemented or amended from time to time, the “ Factoring Agreement ”).

5.20 No Default; Representations and Warranties . Both before and after giving effect to the Restatement Effective Date (i) there shall exist no D