FIFTH AMENDMENT TO CREDIT
AGREEMENT
FIFTH
AMENDMENT TO CREDIT AGREEMENT (this “ Fifth Amendment
”), dated as of August 4, 2009, by and among TRICO
MARINE SERVICES, INC., a Delaware corporation (the “
Borrower ”), TRICO MARINE ASSETS INC., a Delaware
corporation (“ Trico Assets ”), as a Guarantor,
and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“
Trico Operators ”), as a Guarantor, the Lenders party
hereto (each, a “ Lender ” and, collectively,
the “ Lenders ”) and NORDEA BANK FINLAND PLC,
NEW YORK BRANCH, as Administrative Agent (in such capacity, the
“ Administrative Agent ”) and Collateral Agent
(in such capacity, the “ Collateral Agent ”).
Unless otherwise indicated, all capitalized terms used herein and
not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement referred to below.
WHEREAS,
the Borrower, Trico Assets, Trico Operators, the Lenders from time
to time party thereto, and the Administrative Agent are parties to
an Amended and Restated Credit Agreement, dated as of
August 29, 2008, and amended by (i) the First Amendment
to Credit Agreement, dated as of March 10, 2009, (ii) the
Second Amendment to Credit Agreement dated as of May 8, 2009,
(iii) the Third Amendment to Credit Agreement dated as of
May 14, 2009 and (iv) the Fourth Amendment and Consent to
Credit Agreement dated as of July 29, 2009 (as further
amended, modified and/or supplemented to, but not including, the
date hereof, the “ Credit Agreement
”);
WHEREAS,
subject to the terms and conditions of this Fifth Amendment, the
parties hereto wish to amend certain provisions of the Credit
Agreement as herein provided;
NOW,
THEREFORE, it is agreed:
I.
Amendments to Credit Agreement .
1.
The definition of “ Applicable Margin ”
appearing in Section 1 of the Credit Agreement is hereby
amended by deleting the reference to “3.25%” contained
therein and replacing it with “5.00%”.
2,.
Section 10.08 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
“Section 10.08
Consolidated Leverage Ratio . The Borrower will not permit
the Consolidated Leverage Ratio on the last day of any fiscal
quarter of the Borrower to be greater than (v) 4.75:1.00 for
any fiscal quarter ending on or prior to December 31, 2008,
(w) 4.50:1.00 for any fiscal quarter ending after
December 31, 2008 and on or prior to June 30, 2009,
(x) 5.00:1.00 for the fiscal quarter ending September 30,
2009, (y) 4.50:1.00 for the fiscal quarter ending
December 31, 2009 and (z) 4.00:1.00 for any fiscal
quarter ending after December 31, 2009.”
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