CREDIT AGREEMENT

EXHIBITS:

SCHEDULES:

CREDIT AGREEMENT, dated as of February 21, 2005, among TRICO MARINE ASSETS, INC., a Delaware corporation, as a Borrower and a Guarantor (“ Trico Assets ”), TRICO MARINE OPERATORS, INC., a Louisiana corporation, as a Borrower and a Guarantor (“ Trico Operators ”); TRICO MARINE SERVICES, INC., a Delaware corporation, as a Guarantor (the “ Company ”); TRICO MARINE INTERNATIONAL, INC., a Louisiana corporation (“ TMI ”), TRICO MARINE INTERNATIONAL HOLDINGS B.V., a Netherlands limited company ( besloten vennootschap ) (“ TMIH ”), TRICO SUPPLY AS, a Norway limited company (“ Trico Supply ”), and the other Subsidiaries (as defined below) of the Company listed on the signature pages hereof or becoming a signatory hereof from time to time by addendum as provided herein, as Guarantors and/or as Credit Parties; the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “ Lenders ”), whether by Addendum or Assignment and Acceptance; BEAR, STEARNS & CO. INC., as sole lead arranger and sole bookrunner (in such capacity, the “ Lead Arranger ”); BEAR STEARNS CORPORATE LENDING INC. (“ Bear Stearns ”), as administrative agent (in such capacity, the “ Administrative Agent ”) and as Revolving Credit Collateral Agent, and THE BANK OF NEW YORK, as Term Loan Collateral Agent.

A.    On December 21, 2004, each of the Debtors (as defined herein) filed a voluntary petition for relief (collectively, the “ Cases ”) under chapter 11 of the Bankruptcy Code with the Bankruptcy Court.

B.    The Debtors have continued to operate their respective businesses and manage their respective properties as debtors-in-possession under sections 1107 and 1108 of the Bankruptcy Code.

C.    The Borrowers have requested that the Lenders provide the Exit Facility (as defined herein) for the purposes specified in Section 5.14 .

D.    Pursuant to this Agreement, the Lenders are making available to the Borrowers the Exit Facility and the Term Loans and Revolving Loans in an aggregate principal amount not to exceed $75,000,000.

E.    The proceeds of the Loans will be used (a) to repay the “Obligations” under and as defined in, and outstanding on the date hereof pursuant to, the DIP Credit Agreement, (b) to provide working capital for, and for other general corporate purposes of, the Borrowers and certain Guarantors, (c) to pay specified Claims contemplated by the Trico Plan and (d) to pay (i) all fees as provided under the Credit Documents and (ii) all professional fees and expenses incurred by the Lenders, in all cases subject to the terms of this Agreement.

F.    To provide guarantees and security for the repayment of the Loans and the payment of the other Obligations of the Borrowers and the Guarantors hereunder, the Borrowers and the Guarantors are providing to the Administrative Agent and the Lenders, pursuant to this Agreement and the other Credit Documents, inter   alia , the following (each as more fully described herein):

a guarantee from each of the Guarantors of the due and punctual payment and performance of the Obligations; and

a perfected, first priority Lien on all property of the Borrowers and the Guarantors (to the extent provided for in the Credit Documents) that secures their Obligations hereunder.

G.    Each of the Guarantors has agreed to guarantee the Obligations of the Borrowers hereunder and each of the Borrowers and the Guarantors has agreed to secure its Obligations to the Lenders and the

Agents with, inter   alia , security interests in, and other Liens (as defined herein) on, all of its property and assets, whether real or personal, tangible or intangible, now existing or hereafter acquired or arising, all as more fully provided, and subject to the exceptions set forth, herein.

H.    The Lenders are willing to make available to the Borrowers such Loans upon the terms and subject to the conditions set forth herein.

In consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

Section 1.    DEFINITIONS

1.1.    Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 .

“ Account ” means any “account” as defined in Article 9 of the UCC, whether due or to become due, whether or not the right of payment has been earned by performance, and whether now owned or hereafter acquired or arising in the future.

“ Account Debtor ” has the meaning specified in Article 9 of the UCC.

“ Accounts Receivable ” means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Property, together with all of a Credit Party’s right, title and interest, if any, in any goods or other property giving rise to such right to payment, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, pledges and other Liens, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired, and all Collateral Support and Supporting Obligations related to the foregoing and all Accounts Receivable Records.

“ Accounts Receivable Records ” means (a) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Accounts Receivable, (b) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Accounts Receivable, including all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Accounts Receivable, whether in the possession or under the control of a Credit Party or any computer bureau or agent from time to time acting for a Credit Party or otherwise, (c) all evidences of the filing of financing statements and the registration of other instruments in connection therewith and amendments, supplements or other modifications thereto, notices to other creditors or lenders, and certificates, acknowledgments or other writings, including lien search reports from filing or other registration officers, (d) all credit information, reports and memoranda relating thereto and (e) all other written, electronic or other non-written forms of information related in any way to the foregoing or any Accounts Receivable.

“ Addendum ” means an instrument, substantially in the form of Exhibit A , by which a Lender becomes a party to this Agreement as of the date hereof.

“ Additional Extensions of Credit ” has the meaning specified in Section 12.1 .

“ Additional Credit Facilities ” has the meaning specified in Section 12.1 .

“ Additional Pledged Collateral ” means all Equity Interests of either (a) any Person that, after the date of this Agreement, as a result of any occurrence, becomes a direct or indirect Subsidiary of the Company or (b) any issuer of Pledged Stock, any Partnership, any LLC or any joint venture which Equity Interests are acquired by any Credit Party after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of any Credit Party in respect of any of the foregoing; all additional indebtedness from time to time owed to any Credit Party by any obligor on the Pledged Notes and the instruments evidencing such indebtedness; and all interest, cash, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the foregoing. Additional Pledged Collateral may be General Intangibles or Investment Property.

“ Administrative Agent ” has the meaning specified in the preamble to this Agreement and together with its successors appointed pursuant to Section 8 .

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or Persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ” means, collectively, the Revolving Credit Collateral Agent, the Term Loan Collateral Agent, the Lead Arranger, any collateral agent for Lenders under any Additional Credit Facility and the Administrative Agent.

“ Aggregate L/C Exposure ” means, with respect to the Company and its Subsidiaries other than Trico Supply and Trico Shipping, at any time, the aggregate of (a) the amounts available to be drawn under all Group L/Cs and (b) all unreimbursed amounts drawn under Group L/Cs.

“ Aggregate L/C Exposure Statement ” means, for the Company and its Subsidiaries other than Trico Supply and Trico Shipping, and for any date of delivery thereof, a report, as at the end of the calendar month immediately preceding such date of delivery, of the Aggregate L/C Exposure.

“ Agreement ” means this Credit Agreement.

“ Ancillary Collateral Documents ” means, collectively, each Mortgage, each Collateral Vessel Mortgage, each Specified Hedge Agreement, each Lockbox Account Agreement, each Blocked Account Agreement, each Control Account Agreement, each Foreign Collateral Document, each other certificate, instrument or document that creates or perfects a Lien on any Collateral and each other certificate, instrument or document executed by a Credit Party and delivered to the Administrative Agent or any Collateral Agent or Lender pursuant to or in connection with any of the foregoing.

“ Anti-Terrorism Laws ” has the meaning specified in Section 3.24 .

“ Applicable Margin ” means (a) for Eurodollar Loans, a rate per   annum equal to 5.25% and (b) for Base Rate Loans, a rate per   annum equal to 4.25% .

“ Applicable Prepayment Premium ” means, with respect to any voluntary or mandatory repayment or prepayment of Term Loans (or applicable portion thereof) to which it applies, a prepayment premium on the principal amount of Term Loans (or applicable portion thereof) repaid or prepaid equal to the percentage of the principal amount of Term Loans (or applicable portion thereof) so repaid or prepaid set

forth in the chart below by reference to the period in which such repayment or prepayment is made (in the case of voluntary repayments or prepayments) or required to be made pursuant to this Agreement (in the case of mandatory repayments or prepayments to which such prepayment premium applies):

“ Approved Fund ” means (a) a CLO and (b) with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ Approved Securities Intermediary ” means a Securities Intermediary or commodity intermediary selected or approved by the Administrative Agent and with respect to which a Credit Party has delivered to the Administrative Agent an executed Control Account Agreement covering all Control Accounts at such intermediary.

“ Asset Sale ” has the meaning specified in Section 6.4 .

“ Assignee ” has the meaning specified in Section 12.6(b) .

“ Assignment and Acceptance ” means an Assignment and Acceptance, substantially in the form of Exhibit B .

“ Available Cash ” means, with respect to any Person, all cash, short term investments and other Cash Equivalents, excluding (a) amounts constituting proceeds of Asset Sales, Recovery Events, Debt Issuances or Equity Issuances, to the extent otherwise required to be applied to a mandatory prepayment of the Loans pursuant to Section 2.6 and (b) Restricted Cash.

“ Available Credit ” means, at any time, an amount equal to the excess, if any, of (a) the aggregate Revolving Credit Commitments in effect at such time over (b) the excess, if any, of (i) the Aggregate L/C Exposure at such time over (ii) the Maximum Existing L/C Exposure in effect at such time.

“ Bankruptcy Code ” means title 11, United States Code, as amended from time to time.

“ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of New York or any other court having competent jurisdiction over the Cases.

“ Bankruptcy Rules ” means collectively, the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, the Federal Rules of Civil Procedure, as applicable to the Chapter 11 Cases or proceedings therein, and the Local Rules of the Bankruptcy Court, all as now in effect or hereafter amended.

“ Base Rate ” means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) 3.00%. For purposes hereof, “ Prime Rate ” means the rate of interest per   annum publicly announced from time to time by the Reference Bank as its prime or base rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Reference Bank in connection with extensions of credit to debtors). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loans ” means Loans the rate of interest applicable to which is based upon the Base Rate.

“ Bear Stearns ” has the meaning specified in the preamble to this Agreement.

“ Benefitted Lender ” has the meaning specified in Section 12.7(a) .

“ Blocked Account ” means a Deposit Account maintained by any Credit Party (other than TMIH and Trico Supply and its Subsidiaries) with a Blocked Account Bank, which account is the subject of an effective Blocked Account Agreement and is subject to a Lien in favor of the Collateral Agents for the benefit of the Revolving Secured Parties and the Term Secured Parties having the priority applicable to Deposit Accounts as specified in Sections 3.20 and 10.1 and includes all monies on deposit therein and all certificates and instruments, if any, representing or evidencing such Blocked Account.

“ Blocked Account Agreement ” means an agreement, substantially in the form of Exhibit C (with such changes thereto as may be agreed to by the Administrative Agent and the Collateral Agents), executed by the relevant Credit Party (other than TMIH and Trico Supply and its Subsidiaries), the Administrative Agent and the Collateral Agents and acknowledged and agreed to by the relevant Blocked Account Bank.

“ Blocked Account Bank ” means Nordea, Bank One, or any other financial institution selected or approved by the Administrative Agent and with respect to which a Credit Party (other than TMIH and Trico Supply and its Subsidiaries) has delivered to the Administrative Agent an executed Blocked Account Agreement covering all Blocked Accounts at such institution.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrowers ” means Trico Operators and Trico Assets.

“ Borrowing ” means a borrowing consisting of Loans of the same Type made on the same day and, if Eurodollar Rate Loans, having the same Interest Period, by the Lenders ratably according to their respective Revolving Credit Commitments or Term Loan Commitments, as applicable.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided that with respect to notices

and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Capital Lease Obligations ” means as 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 the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Cases ” means the jointly administered Chapter 11 cases of the Debtors to which the Trico Plan relates.

“ Cash Collateral Account ” means a Deposit Account, account number 7414473003, in the name of the Revolving Credit Collateral Agent, maintained with Nordea in New York, New York.

“ Cash Equivalents ” means (a) marketable direct obligations issued directly, or unconditionally and fully guaranteed by the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $500,000,000 and a rating of “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act); (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“ S&P ”) or P-1 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days, with respect to underlying securities of the types described in clause (a) of this definition; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A-2 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market, mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; or (h) other short-term investments utilized by any Foreign Subsidiary in accordance with its pre-existing cash management investment practices in investments of a type analogous to the foregoing, which shall be issued by a commercial bank having combined capital and surplus of not less than $500,000,000 and a rating of A (or such similar equivalent rating) or higher by a nationally or internationally recognized rating agency.

“ Charterer Acknowledgement ” means a written acknowledgement in form and substance satisfactory to the Agents, duly executed by the bareboat charterer of a Collateral Vessel subject to a

bareboat charter, to the effect that such charterer (i) is not the owner of the vessel and (ii) cannot bind the owner of the vessel or the vessel for the charterer’s obligations.

“ Chattel Paper ” has the meaning specified in Article 9 of the UCC.

“ CLO ” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender.

“ Claim ” has the meaning specified in Section 101(5) of the Bankruptcy Code.

“ Closing Date ” means the date on which all of the conditions precedent set forth in Sections 4.1  (other than Sections 4.1(a) and (b) , in respect of the Supplemental Order) and 4.2 shall have been satisfied.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means the collective reference to the First Lien Collateral and the Second Lien Collateral, or where the context so requires, when used with respect to the Lien and security interest in favor of (i) the Revolving Credit Collateral Agent for the benefit of the Agents and the Revolving Credit Lenders, the First Lien Collateral or (ii) the Term Loan Collateral Agent for the benefit of the Term Loan Lenders, the Second Lien Collateral.

“ Collateral Agents ” means, collectively, the Revolving Credit Collateral Agent, Term Loan Collateral Agent and any collateral agent for Lenders under any Additional Credit Facility.

“ Collateral Support ” means all property (real or personal) assigned, hypothecated or otherwise pledged, or a Lien on which is granted, securing any property of the nature described in the definition of the term “First Lien Collateral” set forth in Section 10.1(a) or the term “Second Lien Collateral” set forth in Section 10.1(b) , as applicable, and, in either case, includes any security agreement or other agreement granting a mortgage, security interest or other lien in such real or personal property.

“ Collateral Vessels ” means the collective reference to (i) the Domestic Collateral Vessels, (ii) the Foreign Collateral Vessels and (iii) to the extent all consents, if any, required to be obtained from MARAD with respect to any or all of such vessels for the grant of a Lien thereon to secure the Obligations have been obtained and all conditions, if any, to such consents have been satisfied, the MARAD Vessels.

“ Collateral Vessel Mortgage ” has the meaning specified in Section 4.1(c)(iii)(C) .

“ Commercial Tort Claims ” has the meaning specified in Article 9 of the UCC.

“ Commitment Letter ” means the Commitment Letter dated as of November 10, 2004 addressed to the Company and the Borrowers from Bear Stearns and other initial Lenders party thereto.

“ Commitments ” means the aggregate Revolving Credit Commitments and the aggregate Term Loan Commitments.

“ Commonly Controlled Entity ” means an entity, whether or not incorporated, that is under common control with any Group Member within the meaning of Section 4001 of ERISA or is part of a

group that includes any Group Member and that is treated as a single employer under Section 414 of the Code.

“ Company ” has the meaning specified in the preamble to this Agreement.

“ Company Indebtedness Statement ” means, for each of the group comprised of the Group Members and the group comprised of the Specified Group Members, separately, and for any date of delivery thereof, a detailed statement as at the end of the calendar month immediately preceding such date of delivery of the balance of outstanding indebtedness of the members of such group at such time (on a consolidated and unconsolidated basis).

“ Conduit Lender ” means any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and either Borrower (which consent shall not be unreasonably withheld); provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided   further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.14 , 2.15 , 2.16 or 12.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“ Confirmation Order ” means the order by the Bankruptcy Court entered on January 21, 2005 on the docket of the Bankruptcy Court confirming a plan of reorganization for the Debtors under chapter 11 of the Bankruptcy Code.

“ Confirmed Plan ” means the Trico Plan.

“ Consent Agreement ” means an agreement, substantially in the form of Exhibit D (with such changes thereto as may be agreed to by the Administrative Agent), executed by the Borrowers, on behalf of themselves and the other Credit Parties, and the Administrative Agent, and relating to the transmission of certain communications to the Administrative Agent in electronic format.

“ Consolidated Net Income ” means, for any Person or group for any period, the net income (or loss) of such Person and its Subsidiaries or for the members of such group, as applicable, for such period, determined on a consolidated basis in conformity with GAAP; provided , however , that (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions paid to such Person or Subsidiary, or to the members of such group, as applicable, (b) the net income of any Subsidiary of such Person that is subject to any restriction or limitation on the payment of dividends or the making of other distributions shall be excluded to the extent of such restriction or limitation, (c) (i) the net income (or loss) of any Person acquired in a pooling of interest transaction for any period prior to the date of such acquisition and (ii) any net gain (but not loss) resulting from an Asset Sale by such Person or any of its Subsidiaries other than in the ordinary course of business shall be excluded, and (d) extraordinary gains and losses and any one-time increase or decrease to net income which is required to be recorded because of the adoption of new accounting policies, practices or standards required by GAAP shall be excluded.

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

“ Contracts ” means with respect to any Credit Party, any and all “contracts,” as such term is defined in Article 1 of the UCC, of such Credit Party.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in Section 9-106 of the UCC.

“ Control Account ” means a Securities Account or commodity account maintained by any Credit Party (other than TMIH and Trico Supply and its Subsidiaries) with an Approved Securities Intermediary, which account is the subject of an effective Control Account Agreement and is subject to a Lien in favor of the Revolving Secured Parties and the Term Secured Parties having the priority applicable to Accounts as specified in Sections 3.20 and 10.1 and includes all financial assets held therein and all certificates and instruments, if any, representing or evidencing such Control Account.

“ Control Account Agreement ” means an agreement, substantially in the form of Exhibit E (with such changes as may be agreed to by the Administrative Agent and the Collateral Agents), executed by any Credit Party (other than TMIH and Trico Supply and its Subsidiaries), the Administrative Agent and the Collateral Agents and acknowledged and agreed to by the relevant Approved Securities Intermediary.

“ Copyright Licenses ” means any written agreement naming any Credit Party as licensor or licensee granting any right under any Copyright, including the grant of rights to copy, publicly perform, create derivative works, manufacture, distribute, exploit and sell materials derived from any Copyright.

“ Copyrights ” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof and (b) the right to obtain all renewals thereof.

“ Credit Documents ” means, collectively, this Agreement, the Ancillary Collateral Documents, the Fee Letter, the Notes, the Intercreditor Agreement, the Trico Supply Intercreditor Agreement and the Waiver and Agreement.

“ Credit Parties ” means the Borrowers and the Guarantors and each other Group Member that is a party to any Credit Document.

“ Debt Issuance ” means the incurrence by any Group Member of any Indebtedness of the type specified in clause (a) or (c) of the definition of the term “Indebtedness” after the Initial Funding Date.

“ Debtors ” means the Company and the Borrowers, each as debtor and debtor-in-possession in the Cases under chapter 11 of the Bankruptcy Code.

“ Default ” means any event that is, or upon notice, lapse of time or both, if required, would constitute, an Event of Default.

“ Deposit Account ” means any “deposit account,” as defined in Article 9 of the UCC, of any Credit Party (other than TMIH and Trico Supply and its Subsidiaries).

“ DIP Agents ” means, collectively, (i) Bear, Stearns & Co. Inc. as sole lead arranger and sole bookrunner for, (ii) Bear Stearns as administrative agent and revolving credit collateral agent under, and (iii) The Bank of New York as term loan credit collateral agent under, the DIP Credit Documents.

“ DIP Credit Agreement ” means the Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of December 22, 2004, among the Agents, the Lenders, the Borrowers and the other Credit Parties party thereto.

“ DIP Credit Documents ” means the “Credit Documents” as defined in the DIP Credit Agreement.

“ DIP Facility ” means the “DIP Facility” as defined in the DIP Credit Agreement.

“ DIP Lenders ” means the “Lenders” under and as defined in the DIP Credit Agreement.

“ Disposition ” means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer, charter or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Document ” has the meaning specified in Article 9 of the UCC.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States.

“ Domestic Collateral Vessels ” means collectively, the sea going vessels and tankers (other than MARAD Vessels) owned by either Borrower, the Company or any Guarantor that is a Domestic Subsidiary, documented in the United States, and set forth on Schedule 3.19 as supplemented from time to time (which Schedule identifies the flag, registry, area of operation, official number and registered owner of each such vessel and tanker), which Schedule shall be supplemented from time to time after the date hereof to include any sea going vessels and tankers (other than MARAD Vessels) owned by either Borrower, the Company or any Guarantor that is a Domestic Subsidiary, documented in the United States, and acquired by any of them after the date hereof, or to remove any Domestic Collateral Vessel that is subsequently Disposed of as Releaseable Collateral to a Permitted JV, or otherwise Disposed of in accordance with the provisions of this Agreement.

“ Domestic Subsidiary ” means any Subsidiary that is incorporated within the United States of America.

“ EBITDA ” means, with respect to any group for any period, an amount equal to (a) Consolidated Net Income of such group for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any provision for income taxes, (ii) Interest Expense and (iii) depreciation, depletion and amortization of intangibles or financing or acquisition costs, plus (c) without duplication (i) to the extent not otherwise included in Consolidated Net Income, net cash dividends, or net cash distributions constituting a return of capital, received by such group from Persons outside such group ( provided that in no event shall EBITDA for the Specified Group Members be increased by more than $5,000,000 in the aggregate in any fiscal year of the Company by the inclusion of net cash dividends, or net cash distributions constituting a return of capital, from Trico Supply or Trico Shipping which dividends or distributions have the effect of reducing the amount of the Guaranty by Trico Supply under Section 9 hereof of the payment and performance of the Obligations), and (ii) to the extent deducted as an expense in determining Consolidated Net Income, (x) M&C Costs

and (y) for fiscal year 2005 only, restructuring costs in an aggregate amount not to exceed $5,600,000 and mobilization and de-stacking costs in an aggregate amount not to exceed $1,300,000, minus (d) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any credit for income tax and (ii) interest income.

“ Effective Date ” means the first Business Day (i) on which all conditions to the Trico Plan’s consummation set forth in Article IX.B. of the Trico Plan have been satisfied or waived; and (ii) that is the date on which the Trico Plan is substantially consummated; and (iii) on which all of the conditions precedent set forth in Sections 4.1(a) and (b) in respect of the Supplemental Order shall have been satisfied.

“ Environmental Laws ” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct on a Group Member concerning protection of human health or the environment, the Release or threatened Release of, or exposure to, Materials of Environmental Concern, natural resources or natural resource damage or occupational safety or health, each as may be amended at any time hereafter.

“ Equipment ” has the meaning specified in Article 9 of the UCC.

“ Equity Interest ” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including joint venture, partnership, trust and membership interests (however designated, whether voting or nonvoting), of equity or ownership or beneficial interest in or of such Person, and any and all warrants, options or other rights to purchase or otherwise acquire any of the foregoing.

“ Equity Issuance ” means the issuance of any Equity Interest by any Group Member other than to a Wholly-Owned Subsidiary of the Company that is not a Norwegian Group Member.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurocurrency Reserve Requirements ” means for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, special, marginal, emergency or other reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ” means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, (a) the rate per   annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the beginning of such period, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per   annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service that

displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the beginning of such period, or (c) in the event the rates referenced in the preceding clauses   (a) and (b) are not available, the rate per   annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Bear Stearns, in its capacity as a Lender, for which the Eurodollar Base Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) two Business Days prior to the beginning of such period. Notwithstanding the foregoing, if the Eurodollar Base Rate determined as provided in clause (a) , (b) or (c) above for any Eurodollar Loan for any Interest Period would be less than 2.00% per   annum , then the “ Eurodollar Base Rate ” for such Eurodollar Loan for such Interest Period shall be deemed to be 2.00% per   annum .

“ Eurodollar Loans ” means Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ” means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per   annum determined for such day in accordance with the following formula (rounded upward, if necessary, to the next 1/100th of 1%):

“ Eurodollar Tranche ” means, collectively, Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date.

“ Event of Default ” has the meaning specified in Section 7 .

“ Excess Cash Flow ” means, as to the Company and its consolidated Subsidiaries for any fiscal year, the consolidated EBITDA of the Company and its consolidated subsidiaries for such fiscal year less the sum of (a) (x) for fiscal year 2005 only, $9,900,000 and (y) for each fiscal year after 2005, $3,000,000 and (b) for each fiscal year, the aggregate amount of expensed and capitalized M&C Costs, capital expenditures, cash income taxes, cash interest expense and net mandatory and optional permanent reductions in principal amount of indebtedness paid from and in respect of amounts properly includable and included in such EBITDA (other than mandatory prepayments of Loans contemplated pursuant to Section 2.6(b) (and in any event, for greater clarity, other than mandatory prepayments from or in respect of events referred to in Section 2.6(a) ).

“ Executive Order ” has the meaning specified in Section 3.24 .

“ Existing L/Cs ” has the meaning specified in Section 2.21 .

“ Exit Facility ” means the Term Loan Commitments, the Revolving Credit Commitments and the provisions herein related to the Term Loans and the Revolving Loans.

“ Federal Funds Effective Rate ” means for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the

day of such transactions received by the Reference Bank from three federal funds brokers of recognized standing selected by it.

“ Fee Letter ” means the Administration Agent Fee Letter dated as of November 10, 2004, as amended from the Administrative Agent addressed to the Company and the Borrowers and accepted by them on November 12, 2004, with respect to the administrative agent fee to be paid from the Borrowers to the Administrative Agent.

“ Final Confirmation Order ” means the collective and, where the context requires, individual reference to a Confirmation Order and a Supplemental Order, in each case (a) that is satisfactory to the Administrative Agent and the Required Lenders in all respects that relate to, or could otherwise reasonably be expected to impact in an adverse manner, the Lenders and (b) that is an order or judgment of the Bankruptcy Court as to which the time to appeal, petition for certiorari or other proceedings for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or, in the event that an appeal, petition for certiorari or motion for reargument or rehearing has been sought, such order of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed or from which reargument or rehearing was sought, or certiorari has been denied, and the time to take any further appeal, petition for certiorari or other proceedings for reargument or rehearing shall have expired; provided , however , that such Confirmation Order and Supplemental Order shall not fail, collectively, to be a Final Confirmation Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or Rule 7024 of the Bankruptcy Rules may be filed with respect to either of such orders.

“ Final Order ” means an order of the Bankruptcy Court entered on the docket of the Clerk of the Bankruptcy Court that is in effect and not stayed and as to which the time to appeal, petition for certiorari or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue or rehear shall have been waived, or if an appeal, reargument, petition for certiorari, or rehearing thereof has been sought, the order of the Bankruptcy Court shall have been affirmed by the highest court to which the order was appealed, from which the reargument or rehearing was sought or certiorari has been denied, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired, provided , however , that no order shall fail to become a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or Rule 7024 of the Bankruptcy Rules may be filed with respect to such order.

“ Financial Asset ” has the meaning specified in Article 8 of the UCC.

“ First Lien Collateral ” has the meaning specified in Section 10.1(a) .

“ Foreign Collateral Document ” means each certificate, instrument or document that creates or perfects a Lien on any property of any Credit Party and that any Agent determines is appropriate to ensure that the Collateral Agents will have, for the benefit of the Secured Parties, a valid, effective, perfected and enforceable Lien securing the Obligations and having the priority provided for in, and otherwise complying with, Section 3.20 , including the Trico Supply Pledge Agreements and the Trico Shipping Pledge Agreements.

“ Foreign Collateral Vessels ” means collectively, the sea going vessels and tankers (other than the Domestic Collateral Vessels and the MARAD Vessels) owned by either Borrower or any Guarantor and set forth on Schedule 3.19 as supplemented from time to time (which Schedule identifies the flag, registry, area of operation, official number and registered owner of each such vessel and tanker), which

Schedule shall be supplemented from time to time after the date hereof to include any sea going vessels and tankers (other than the Domestic Collateral Vessels and the MARAD Vessels) owned by either Borrower or any Guarantor and acquired by any of them after the date hereof or to remove any Foreign Collateral Vessel that is subsequently Disposed of as Releasable Collateral to a Permitted JV, or otherwise Disposed of in accordance with the provisions of this Agreement.

“ Foreign Pension Plan ” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside the United States by any Group Member primarily for the benefit of employees of any Group Member residing outside the United States, 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.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Funding Office ” means the office of the Administrative Agent specified in Section 12.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to either Borrower and the Lenders.

“ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ GECC Master Bareboat Charter ” means that certain Master Bareboat Charter dated as of September 30, 2002 between Trico Operators and General Electric Capital Corporation, and the other documents executed and delivered in connection therewith (each as may be amended, modified or supplemented in accordance with the terms hereof and thereof).

“ General Intangible ” has the meaning specified in Article 9 of the UCC.

“ Goods ” has the meaning specified in Article 9 of the UCC.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Group Business ” has the meaning specified in Section 3.17(b) .

“ Group L/Cs ” means the face amount of all L/Cs issued for the account of, or having as the account party, the Company or any of its Subsidiaries other than Trico Supply and Trico Shipping or Subsidiaries thereof.

“ Group Members ” means the Company and its consolidated Subsidiaries from time to time.

“ Group Properties ” has the meaning specified in Section 3.17(a) .

“ Guarantee Obligation ” means as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or

other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing 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 (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any other balance sheet condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the beneficiary 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 beneficiary of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include (A) endorsements of instruments for deposit or collection in the ordinary course of business or (B) performance guarantees with respect to vessels incurred in connection with charter arrangements entered into in the ordinary course of business in favor of third parties agreeing to charter the applicable vessel, in each case, not relating to borrowed money. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Guarantors ” means, collectively, the Company and each Wholly-Owned Subsidiary of the Company other than a Non-Guarantor Subsidiary, and including in any event each Borrower with respect to the other Borrower’s Obligations.

“ Guaranty ” means the guaranty of the Obligations of the Borrowers and the other Guarantors made by each Guarantor pursuant to Section 9 .

“ Hedge Agreements ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of either Borrower or any of its Subsidiaries shall be a Hedge Agreement.

“ Indebtedness ” means of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business that are not more than ninety (90) days past due or the obligation to pay which is being contested in good faith by appropriate proceeding), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default may be limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit (to the extent of the unreimbursed amount of all drawings thereunder), surety bonds or similar arrangements, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Interest of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to

in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, provided that if such Person has not assumed such obligations, then the amount of Indebtedness of such Person for purposes of this clause (i) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of the assets of such Person which secure such obligations, and (j) for the purposes of Sections 6.1 and 7.1(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. It is understood that, for purposes of this Agreement only, Indebtedness includes equity investments by the Company in Foreign Subsidiaries which, under local tax or accounting rules applicable to such Foreign Subsidiaries, are considered Indebtedness of such Foreign Subsidiaries.

“ Initial Funding Date ” means the date that is the later to occur of (a) the Closing Date and (b) the Effective Date.

“ Initial Term Loan Amount ” means the lesser of (i) $55,000,000 and (ii) the aggregate principal amount of the “Term Loans,” under and as defined in the DIP Credit Agreement, outstanding on the Initial Funding Date.

“ Insolvency ” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ” means pertaining to a condition of Insolvency.

“ Instrument ” has the meaning specified in Article 9 of the UCC, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“ Insurance ” has the meaning specified in Article 9 of the UCC.

“ Intellectual Property ” means, collectively, all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intercreditor Agreement ” means the Intercreditor Agreement, dated as of the date hereof, among the Agents, the Borrowers; the Guarantors and the other Group Members listed as parties thereto, substantially in the form attached hereto as Exhibit G .

“ Interest Expense ” means, for any Person for any period, (a) total interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP and including, in any event, interest capitalized during construction for such period and net costs under Interest Rate Contracts for such period minus (b) the sum of (i) net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period determined on a consolidated basis in conformity with GAAP plus (ii) any interest income of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP.

“ Interest Payment Date ” means (a) as to any Base Rate Loan, the last day of each calendar month while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of one month, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than one month, each day that is one month, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan, the date of any repayment or prepayment made in respect thereof.

“ Interest Period ” means as to any Eurodollar Loan (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two or three months thereafter, as selected by the relevant Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto, and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two or three or, subject to availability to all Lenders, six, nine or twelve months thereafter, as selected by the relevant Borrower by irrevocable notice to the Administrative Agent no later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(A)    if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(B)    no Borrower may select an Interest Period that would extend beyond the Maturity Date;

(C)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(D)    each Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“ Interest Rate Contracts ” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“ Inventory ” has the meaning specified in Article 9 of the UCC.

“ Investment Property ” means, with respect to any Credit Party, any and all “investment property,” as such term is defined in Article 9 of the UCC, of such Credit Party.

“ Investments ” means, with respect to any Person, (a) any purchase or other acquisition by that Person of (i) any Equity Interest in, or (ii) a beneficial interest in any Equity Interest in, any other Person, (b) any purchase by that Person of all or a significant part of the assets of a business conducted by another Person, (c) any loan or advance by that Person to any other Person (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted), (d) any capital contribution by that Person to any other Person, including all Indebtedness of any other Person to that Person arising from a sale of property by that Person other than in the ordinary course of its business and (e) any Guarantee Obligation incurred by that Person in respect of Indebtedness of any other Person.

“ JV Holdco ” means a bankruptcy remote, special purpose entity (i) organized and subsisting pursuant to organizational documents acceptable in form and substance to the Administrative Agent, (ii) organized under the laws of the State of Delaware (or another jurisdiction satisfactory to the Administrative Agent) solely for the purpose of owning Equity Interests in Permitted JVs and having no other assets and no liabilities (other than as a Guarantor), (iii) 100% of the Equity Interests in which (x) are owned directly by the Company (or by one of its Wholly-Owned Subsidiaries if such ownership shall have been consented to by the Administrative Agent) and (y) shall have been pledged as security for the Secured Obligations pursuant to Section 10.1 , which Lien shall be fully perfected and have the priority specified in Sections 3.20 and 10.1 , (iv) that shall be a Guarantor and (v) that shall have pledged the Equity Interests in each Permitted JV owned by it as security for the Secured Obligations pursuant to Section 10.1 which Lien shall be fully perfected and have the priority specified in Sections 3.20 and 10.1 , unless prohibited from doing so as to particular Equity Interests in Permitted JVs under the relevant Qualified JV Agreement governing such Equity Interests.

“ L/C Exposure ” means, with respect to any L/C, the sum of (i) the amount available to be drawn under such L/C and (ii) the unreimbursed amount drawn under such L/C.

“ L/Cs ” means, with respect to any Person, all letters of credit or analogous instruments as to which such Person is the account party or is otherwise liable for, or has pledged any asset to secure, reimbursement or payment of amounts drawn thereunder.

“ Land ” has the meaning specified in the definition of the term “Real Property.”

“ Lead Arranger ” has the meaning specified in the recitals to this Agreement.

“ Lenders ” has the meaning specified in the preamble hereto; provided that, unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“ Leverage Ratio ” means, with respect to any specified group for any period, a number equal to the aggregate principal amount of the consolidated Indebtedness of the members of such specified group, taken as a whole, outstanding on the last day of such period divided by the consolidated EBITDA of the members of such specified group, taken as a whole, for the relevant four consecutive fiscal quarter period ending on such date.

“ Letter of Credit Rights ” has the meaning specified in Article 9 of the UCC.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ LLC ” means any limited liability company in which any Credit Party has an interest.

“ LLC Agreement ” means the limited liability company agreement or such analogous agreement governing the operation of any LLC.

“ Loan ” means any loan made by any Lender pursuant to this Agreement.

“ Lockbox Account ” means a lockbox account maintained by any Credit Party (other than TMIH and Trico Supply and its Subsidiaries) with a Lockbox Account Bank, which account is the subject of an

effective Lockbox Account Agreement and is subject to a Lien in favor of the Revolving Secured Parties and the Term Secured Parties having the priority applicable to Deposit Accounts as specified in Sections 3.20 and 10.1 , and includes all monies on deposit therein and all certificates and instruments, if any, representing or evidencing such Lockbox Account.

“ Lockbox Account Agreement ” means an agreement, substantially in the form of Exhibit I (with such changes thereto as may be agreed to by the Administrative Agent), executed by the relevant Credit Party (other than TMIH and Trico Supply and its Subsidiaries), the Administrative Agent and the Collateral Agents and acknowledged and agreed to by the relevant Lockbox Account Bank.

“ Lockbox Account Bank ” means a financial institution selected or approved by the Administrative Agent and with respect to which a Credit Party (other than TMIH and Trico Supply and its Subsidiaries) has delivered to the Administrative Agent an executed Lockbox Account Agreement covering all Lockbox Accounts at such institution.

“ M&C Costs ” means, as to any Person, costs of major scheduled drydockings of such Person’s vessels in connection with regulatory marine inspections of such vessels.

“ Majority Lenders ” means at any time, Lenders holding more than 50% of the sum of (a) the aggregate Revolving Credit Exposure at such time, (b) the aggregate amount of Unused Revolving Credit Commitments and (c) the aggregate outstanding principal amount of Term Loans.

“ Majority Revolving Lenders ” means at any time, Revolving Credit Lenders holding more than 50% of the sum of (a) the aggregate Revolving Credit Exposure at such time and (b) the aggregate amount of Unused Revolving Credit Commitments.

“ Majority Term Lenders ” means at any time, Term Loan Lenders holding more than 50% of the aggregate outstanding principal amount of Term Loans.

“ MARAD ” means the United States Maritime Administration.

“ MARAD 2006 Notes ” means the United States Government guaranteed ship financing bonds, SWATH Series I, consisting of $10,000,000.00 original principal amount of 6.08% sinking fund bonds due 2006.

“ MARAD 2014 Notes ” means the United States Government guaranteed ship financing bonds, 1999 series, consisting of $18,867,000.00 original principal amount of 6.11% sinking fund bonds due 2014.

“ MARAD Vessels ” means collectively the sea going vessels and tankers owned by TMI, documented in the United States, and set forth and identified as such on Schedule 3.19 (which Schedule identifies the flag, registry, area of operation, and official number of each such vessel and tanker), which Schedule shall be supplemented from time to time after the date hereof to include any sea going vessels and tankers owned by TMI, documented in the United States, and acquired after the date hereof.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, property, operations, condition (financial or otherwise), performance, results of operations or prospects of either (i) the Borrowers or (ii) the Company and its consolidated Subsidiaries, taken as a whole, (b) the ability of any of the Borrowers or the Guarantors to perform their respective obligations under this Agreement or any other Credit Document, (c) the validity or enforceability of this Agreement or any other Credit Document, (d) the ability of any Agent or the Lenders to enforce any of their rights or remedies under this

Agreement or any other Credit Document or (e) on the validity, perfection or priority of the Collateral Agents’ Liens on the Collateral.

“ Material Intellectual Property ” means Intellectual Property (i) owned by or licensed to a Credit Party that is material to the business, assets, properties, condition (financial or otherwise), operations or prospects of such Credit Party or (ii) the lack of rights to utilize which could have a Material Adverse Effect.

“ Materials of Environmental Concern ” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any pollutant, contaminant, chemical, compound, constituent or hazardous, toxic or other substances, materials or wastes, defined or regulated as such in or under any Environmental Law or which may give rise to liability under any Environmental Law, including asbestos or asbestos containing material, radon or other radioactive material, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Maturity Date ” means the fifth anniversary of the date of this Agreement.

“ Maximum Budgeted Amount ” has the meaning specified in Section 4.1(q) .

“ Maximum Existing L/C Exposure ” has the meaning specified in Section 2.21 .

“ Maximum Supply Guaranty Amount ” means, at any time of determination, the maximum fully enforceable liability that Trico Supply could incur at such time pursuant to its Guaranty assuming that it had no previously existing obligation under its Guaranty, as determined in good faith by the directors of Trico Supply with a view to maximizing the amount of Trico Supply’s Guaranty to the maximum amount permitted by applicable law.

“ Mirror Note ” means that note or series of notes in a principal amount not to exceed NOK 200,000,000, issued by one or more Group Members to one or more other Group Members, the obligations under which shall be satisfied, and shall only be satisfied, as a result of and in connection with the reduction of paid-in-capital of Trico Shipping.

“ Money ” has the meaning specified in Section 1-201 of the UCC.

“ Mortgaged Properties ” means the Real Properties listed on Schedule 3.25B , and each other Real Property owned from time to time by any Credit Party, as to which the Collateral Agents, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages as required by Section 5.9 .

“ Mortgages ” means the collective reference to the mortgages, deeds of trust and other real estate security documents made or required to be made by any Credit Party in favor of, or for the benefit of, the Collateral Agents, for the benefit of the Secured Parties, each to be in form and substance satisfactory to the Agents.

“ Multiemployer Plan ” means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Available Cash ” means (a) with respect to the Group Members, Available Cash thereof and (b) with respect to the Specified Group Members, Available Cash thereof less aggregate amounts received as dividends, loans, advances and other distributions from Persons that are not included as Specified Group Members.

“ Net Cash Proceeds ” means:

(a)       in connection with any Asset Sale, the proceeds in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or by the Disposition of any non-cash consideration received in connection therewith or otherwise, but only as and when received) of such Asset Sale, net of (i) attorneys’ fees, accountants’ fees, investment banking fees and other customary fees and expenses actually incurred in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) any amounts remitted into an escrow or provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale, provided that, to the extent and at the time any such amounts are released from such escrow or reserve to or for the benefit of any Credit Party, such amounts shall constitute Net Cash Proceeds;

(b)       in connection with any Debt Issuance or any Equity Issuance (other than a Debt Issuance or Equity Issuance to a Credit Party), the proceeds in the form of cash and Cash Equivalents thereof, net of customary fees, commissions, underwriting discounts, costs and expenses actually incurred in connection therewith; and

(c)       in connection with any Recovery Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all taxes thereon and all reasonable costs and expenses actually incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Recovery Event and net of amounts required to be applied to payment of obligations secured by a Permitted Senior Lien on the property to which such Recovery Event relates.

“ NOK ” means Norwegian Kroner.

“ Non-Excluded Taxes ” has the meaning specified in Section 2.15(a) .

“ Non-Guarantor Subsidiary ” means Trico Shipping, TMIH and each other Wholly-Owned Subsidiary of the Company, if any, as to which the Required Lenders shall have given, and then only to the extent they shall have given, an express written waiver of the requirement that such Wholly-Owned Subsidiary of the Company constitute a Guarantor under this Agreement and expressly identifying such Subsidiary as a Non-Guarantor Subsidiary.

“ Non-U.S. Lender ” has the meaning specified in Section 2.15(d) .

“ Nordea ” means Nordea Bank AB and its Affiliates.

“ Norwegian Group Members ” means Trico Supply and its consolidated Subsidiaries.

“ Norwegian Revolving Facility ” means the NOK 800,000,000 reducing revolving credit facility between Trico Shipping AS and DnB NOR Bank ASA, as agent, and the other lenders party thereto, dated as of April 24, 2002, together with any amendments or modifications thereto.

“ Norwegian Term Loan ” means the NOK 150,000,000 term loan between Trico Shipping AS and DnB NOR Bank ASA, as agent, and the other lenders party thereto, dated as of June 26, 2003, together with any amendments or modifications thereto.

“ Norwegian Tonnage Tax Regime ” means The Norwegian Counsel Tax Act §8-11 to §8-20 and such other provisions of Norwegian tax law, if any, pursuant to which Trico Shipping has in the past obtained deferral or reduction of tax liabilities otherwise applicable to Norwegian companies generally.

“ Notes ” means, collectively, any promissory note evidencing Loans.

“ Obligations ” means the unpaid principal of and interest on the Loans and all fees, expenses, indemnities and other obligations and liabilities of any Credit Party to any Agent or to any Lender (or, in the case of Specified Hedge Agreements, to any Affiliate of any Lender or any Agent), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Credit Document, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Agent or to any Lender that are required to be paid by any Credit Party pursuant hereto) or otherwise; provided that (i) obligations of any Credit Party or any of its Subsidiaries under or in respect of any Specified Hedge Agreement shall be secured and guaranteed only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“ OFAC ” has the meaning specified in Section 3.24 .

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“ Participant ” has the meaning specified in Section 12.6(c) .

“ Partnership ” means any partnership in which any Credit Party has an interest.

“ Partnership Agreement ” means the partnership agreement of any Partnership or such analogous agreement governing the operation of any Partnership.

“ Patent License ” means all agreements, whether written or oral, providing for the grant by or to any Credit Party of any right to manufacture, use, import, sell or offer for sale any invention covered in whole or in part by a Patent.

“ Patents ” means (a) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, and (c) all rights to obtain any reissues or extensions of the foregoing.

“ Payment Intangible ” has the meaning specified in Article 9 of the UCC.

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Percentage ” means (a) as it relates to Revolving Loans, with respect to any Revolving Credit Lender at any time, the percentage that such Revolving Credit Lender’s Revolving Credit Commitment then constitutes of the aggregate Revolving Credit Commitments (or, at any time after the Revolving

Credit Termination Date, the percentage that the aggregate principal amount of such Revolving Credit Lender’s Revolving Loans outstanding at such time constitutes of the aggregate principal amount of all Revolving Loans outstanding at such time), (b) as it relates to Term Loans, with respect to any Term Loan Lender at any time, the percentage that the aggregate principal amount of such Term Loan Lender’s Term Loans outstanding at such time constitutes of the aggregate principal amount of all Term Loans outstanding at such time or, if no Term Loans are then outstanding, the percentage that such Term Loan Lender’s Term Loan Commitment then constitutes of the aggregate Term Loan Commitments, and (c) as it relates to all Loans, with respect to any Lender at any time, the percentage that the aggregate principal amount of such Lender’s Loans outstanding at such time constitutes of the aggregate principal amount of all Loans outstanding at such time.

“ Permitted Collateral Vessel Liens ” means those Liens expressly permitted by clauses (a) , (b) , (f) , (h) , (j) , (k) and (n) of Section 6.2 .

“ Permitted Jurisdiction ” means the United States, Brazil, Vanuatu, the Marshall Islands, Mexico and the Bahamas.

“ Permitted JV ” means a joint venture (i) engaged solely in the same type of business as the Borrowers, (ii) that conducts its business in and in proximity to Mexico, China or West Africa, (iii) all of the Equity Interests in which that are owned indirectly by the Company are owned directly by a JV Holdco and directly or indirectly by one or more Credit Parties, (iv) that is formed, and continues to be governed, solely by a Qualified JV Agreement, (v) the contributions to which by any Group Member are limited to Permitted JV Investments or Permitted JV Sales and (vi) that has obtained and is maintaining all necessary Governmental Authority and third party consents, authorizations and approvals, and has made all filings and given all notices, in order to conduct business as proposed to be conducted.

“ Permitted JV Investment ” or “ Permitted JV Sale ” means the contribution or sale, respectively, by the Company or any of its consolidated Subsidiaries of one or more items of Releasable Collateral or Releasable Norway Vessels to one or more Permitted JVs; provided that all ownership interests in all Permitted JVs are held by the Company or a Wholly-Owned Subsidiary of the Company through a JV Holdco.

“ Permitted L/C Cash Collateral Accounts ” has the meaning specified in Section 2.21(a) .

“ Permitted Liens ” has the meaning specified in Section 6.2 .

“ Permitted Local Dollar Account ” means Dollar denominated account that is a Lockbox Account or, with the consent of the Administrative Agent, an account that is not a Lockbox Account, and is maintained by the Company or any of its subsidiaries (other than TMIH and Norwegian Group Members) at banks located outside the United States.

“ Permitted Local Currency Account ” means a Lockbox Account or, with the consent of the Administrative Agent, an account that is not a Lockbox Account and that is denominated in a currency other than Dollars.

“ Permitted Refinancing ” means as to any Indebtedness, the incurrence of other Indebtedness (“ Refinancing Indebtedness ”) to refinance such existing Indebtedness; provided that, in the case of such Refinancing Indebtedness, the following conditions are satisfied:

(a)  the weighted average life to maturity of such Refinancing Indebtedness shall be greater than or equal to the weighted average life to maturity of the Indebtedness being refinanced, and

the first scheduled principal payment in respect of such Refinancing Indebtedness shall not be earlier than the first scheduled principal payment in respect of the Indebtedness being refinanced;

(b)  the principal amount (or if issued with original issue discount, issue price) of such Refinancing Indebtedness shall be less than or equal to the principal amount then outstanding of the Indebtedness being refinanced plus , without duplication, the amount of any premiums and accrued and unpaid interest thereon and reasonable fees and expenses, in each case, associated with such refinancing;

(c)  the respective obligor or obligors shall be the same on the Refinancing Indebtedness as on the Indebtedness being refinanced;

(d)  the security, if any, for the Refinancing Indebtedness shall be the same as that for the Indebtedness being refinanced (except to the extent that less security is granted to holders of Refinancing Indebtedness);

(e)  the Refinancing Indebtedness is subordinated to the Obligations or the obligations of the Guarantors in respect of the Guaranty, as applicable, to the same degree, if any, or to a greater degree as the Indebtedness being refinanced; and

(f)  the terms, taken as a whole, applicable to such Refinancing Indebtedness or, if applicable, the related guarantees of such Refinancing Indebtedness (including covenants, events of default, remedies and acceleration rights) shall not be materially more favorable to the refinancing lenders than the terms that are applicable under the instruments and documents governing the Indebtedness being refinanced.

“ Permitted Senior Liens ” means, with respect to any item of Collateral, a Lien thereon, senior to the Liens thereon granted or created pursuant to the Credit Documents in favor of the Secured Parties permitted to be created or to exist pursuant to (i)  clause (b) , (c) , (d) , (e) or (n) of Section 6.2 to the extent having priority pursuant to applicable law, or (ii) except in the case of Collateral Vessels, clause (g) of Section 6.2 .

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ” means at a particular time, any employee benefit plan that is covered by ERISA and in respect of which any Group Member or any Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Plan Maximum Payment Budget ” has the meaning specified in Section 4.1(q) .

“ Pledge Amendment ” has the meaning specified in Section 10.4(g)(i) .

“ Pledged Collateral ” means collectively, the Pledged Notes, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of any Credit Party, all certificates or other instruments representing any of the foregoing, all Security Entitlements of any Credit Party in respect of any of the foregoing, all dividends, interest distributions, cash, warrants, rights, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing. Pledged Collateral may be General Intangibles or Investment Property.

“ Pledged LLC Interests ” means all of any Credit Party’s right, title and interest as a member of any LLCs and all of such Credit Party’s right, title and interest in, to and under any LLC Agreement to which it is a party.

“ Pledged Notes ” means all right, title and interest of any Credit Party in the Instruments evidencing all Indebtedness owed to such Credit Party, including all Subordinated Intercompany Notes and all other Indebtedness described on Schedule 3.23 , issued by the obligors named therein, and all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“ Pledged Partnership Interests ” means all of any Credit Party’s right, title and interest as a limited and/or general partner in all Partnerships and all of such Credit Party’s right, title and interest in, to and under any Partnership Agreements to which it is a party.

“ Pledged Stock ” means the shares of Equity Interest owned by each Credit Party, including all shares of Equity Interest listed on Schedule 3.23 .

“ Prepetition Agents ” means, collectively, Bear, Stearns & Co. Inc. as sole lead arranger and sole bookrunner for, and Bear Stearns as administrative agent under, the Prepetition Credit Agreement.

“ Prepetition Credit Agreement ” means the Credit Agreement, dated as of February 12, 2004, among the Borrowers, as borrowers thereunder, the Prepetition Lenders and the Prepetition Agents.

“ Prepetition Credit Documents ” means, collectively, the Prepetition Credit Agreement, the promissory notes in respect of loans made thereunder, the Guarantee and Collateral Agreement, dated as of February 12, 2004, among the Company, the Borrowers and each Subsidiary that is a party thereto as guarantor and each first preferred mortgage with respect to each “Collateral Vessel” (as defined in the Prepetition Credit Agreement) executed and delivered pursuant to the Prepetition Credit Agreement, and each certificate, instrument and other agreement or document executed and delivered in connection with or pursuant to any of the foregoing.

“ Prepetition Lenders ” means the banks and other financial institutions or entities from time to time parties to the Prepetition Credit Agreement.

“ Prime Rate ” has the meaning specified in the definition of the term of “Base Rate.”

“ Proceeds ” means any and all “Proceeds,” as such term is defined in Article 9 of the UCC.

“ Pro Forma Balance Sheet ” has the meaning specified in Section 3.1 .

“ Qualified Counterparty ” means, with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was an Agent, a Lender or an Affiliate of an Agent or a Lender.

“ Qualified JV Agreement ” means, with respect to a Permitted JV, a joint venture agreement that (a) does not contain any “change of control” or “no pledge” or other provisions prohibiting or restricting (or resulting in the termination of such Permitted JV or any other adverse result as a consequence of) the grant of the security interest to the Lenders in, or the foreclosure on and sale by the Lenders pursuant to such security interest of, the Equity Interests in such joint venture owned by any JV Holdco or the Equity Interests in any JV Holdco or any other Subsidiary of the Company, and (b) is otherwise in form and substance satisfactory to the Majority Lenders.

“ Real Property ” means all of those plots, pieces or parcels of land now owned, leased or hereafter acquired or leased by any Credit Party (the “ Land ”), together with the right, title and interest of such Credit Party, if any, in and to the streets, the land lying in the bed of any streets, roads or avenues, opened or proposed, in front of, the air space and development rights pertaining to the Land and the right to use such air space and development rights, all rights of way, privileges, liberties, tenements, hereditaments and appurtenances belonging or in any way appertaining thereto, all fixtures, all easements now or hereafter benefiting the Land and all royalties and rights appertaining to the use and enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil and gas rights, together with all of the buildings and other improvements now or hereafter erected on the Land, and any fixtures appurtenant thereto.

“ Records ” has the meaning specified in Article 9 of the UCC.

“ Recovery Event ” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation or requisition proceeding (whether of title, ownership or otherwise or other purchase or taking by any Governmental Authority) relating to any property owned by a Credit Party.

“ Reference Bank ” means Citibank, N.A.

“ Refinancing Indebtedness ” has the meaning specified in the definition of the term “Permitted Refinancing.”

“ Register ” has the meaning specified in Section 12.6(b)(iv) .

“ Regulation U ” means Regulation U of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Credit Party in connection therewith that are not applied to prepay the Loans pursuant to Section 2.6 as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ” means any Recovery Event in respect of which any Credit Party has delivered a Reinvestment Notice.

“ Reinvestment Prepayment Amount ” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to repair or replace a damaged or taken property in accordance with the provisions set forth in the definition of the term “ Reinvestment Notice .”

“ Reinvestment Prepayment Date ” means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months (in the case of a vessel) or 6 months (in the case of any other property) after such Reinvestment Event and (b) the date on which the relevant Credit Party shall have determined not to, or shall have otherwise ceased to, repair or replace a damaged or taken property in accordance with the provisions set forth in the definition of the term “ Reinvestment Notice ” with all or any portion of the relevant Reinvestment Deferred Amount.

“ Reinvestment Notice ” means a written notice and certification executed by a Responsible Officer of a Credit Party stating that no Default or Event of Default has occurred and is continuing and that such Credit Party (directly or indirectly through a Subsidiary of such Credit Party that is also a Credit Party) intends and expects to use all or a specified portion of the Net Cash Proceeds of a Recovery Event to replace or repair a damaged or taken property, provided that pending any such use (or any prepayment

in accordance with Section 2.6 ), all such Net Cash Proceeds resulting therefrom shall be deposited as cash collateral in the Reserved Cash Collateral Account to secure the Obligations in accordance with Section 5.11(a) .

“ Release ” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Material of Environmental Concern in, into, onto or through the environment.

“ Releasable Collateral ” means any 10 of the 12 vessels specified on Schedule 1.1A , or individual substitutions to Schedule 1.1A consented to by the Required Lenders. Releasable Collateral shall include no more than four “active” vessels.

“ Releasable Norway Vessels ” means any vessels specified on Schedule 1.1B (but no more than 2 of the 3 anchor handlers specified thereon), or individual substitutions to Schedule 1.1B consented to by the Required Lenders.

“ Reorganization ” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ” means any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ” means at any time, Lenders holding more than 70% of the sum of (a) the aggregate Revolving Credit Exposure at such time, (b) the aggregate amount of Unused Revolving Credit Commitments and (c) the aggregate outstanding principal amount of Term Loans or, when expressly used with reference to the Revolving Credit Lenders as a class, Revolving Credit Lenders holding more than 70% of the sum of (a) the aggregate Revolving Credit Exposure at such time and (b) the aggregate amount of Unused Revolving Credit Commitments, or, when expressly used with reference to the Term Loan Lenders as a class, Term Loan Lenders holding more than 70% of the aggregate outstanding principal amount of Term Loans.

“ Requirement of Law ” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or order, decree or other determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserved Cash Collateral Account ” has the meaning specified in Section 2.21(b) .

“ Responsible Officer ” means, with respect to the Company or either Borrower, the chief executive officer, president or chief financial officer of the Company or such Borrower, as applicable, but in any event, with respect to financial matters, the chief financial officer of the Company or such Borrower, as applicable.

“ Restricted Cash ” means all cash, short term investments and other Cash Equivalents pledged pursuant to Permitted Liens under Section 6.2(c) , (d) or (l) .

“ Restricted Payment ” means, except as authorized or required by the Trico Plan, (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Company or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of the

same class as those in respect of which such dividend was declared, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Company or any of its Subsidiaries now or hereafter outstanding, and (c) any payment or prepayment of principal, premium (if any), interest, fees (including fees to obtain any waiver or consent in connection therewith) or other charges on, or redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Indebtedness of any Credit Party, other than (i) any required redemptions, retirement, purchases or other payments, in each case to the extent permitted to be made by the terms of such Indebtedness after giving effect to any applicable subordination provisions and (ii) in respect of the Obligations as contemplated in this Agreement.

“ Revolving Credit Collateral Agent ” means Bear Stearns, as collateral agent for the Revolving Credit Lenders, together with its successors appointed pursuant to Section 8 .

“ Revolving Credit Commitment ” means as to any Lender, the obligation of such Lender to make a Revolving Loan to the Borrowers hereunder in an aggregate principal amount not to exceed at any one time outstanding the amount set forth under the heading “Revolving Credit Commitment” under such Lender’s name on such Lender’s Addendum or, if applicable, such Lender’s Assignment and Assumption. On the Initial Funding Date, the aggregate amount of the Revolving Credit Commitments is $20,000,000.

“ Revolving Credit Commitment Termination Date ” means the earlier to occur of (a) the Maturity Date and (b) the date on which the Revolving Credit Commitments are terminated pursuant to Section 2.4 , 2.6 or Section 7 .

“ Revolving Credit Exposure ” means, at any time, the aggregate outstanding principal amount of Revolving Loans at such time.

“ Revolving Credit Lender ” means each Lender having a Revolving Credit Commitment or holding a Revolving Loan.

“ Revolving Loans ” means loans made by the Lenders to the Borrowers pursuant to their Revolving Credit Commitments and Section 2.1(a) .

“ Revolving Secured Obligations ” means the Secured Obligations owing to the Revolving Credit Lenders, in their capacity as such, in respect of the Revolving Loans and otherwise pursuant to any Credit Document or owing to any Agent, in its capacity as such, pursuant to any Credit Document.

“ Revolving Secured Parties ” means the Revolving Credit Lenders and any other holder of any of the Revolving Secured Obligations.

“ Rollover Period ” has the meaning specified in Section 2.21(b) .

“ SEC ” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Second Lien Collateral ” has the meaning specified in Section 10.1(b) .

“ Secured Obligations ” means in the case of either Borrower, the Obligations of such Borrower and, in the case of each Credit Party, the obligations of such Credit Party under the Guaranty, any Specified Hedge Agreements and the other Credit Documents to which it is a party.

“ Secured Parties ” means, collectively, the Agents, the Lenders and any other holder of Secured Obligations that has agreed to be bound by the provisions of Section 8 as if it were a Lender party hereto (regardless of whether or not such holder thereafter continues to be an Agent or a Lender or an Affiliate of an Agent or a Lender).

“ Securities Account ” has the meaning specified in Article 8 of the UCC.

“ Securities Intermediary ” has the meaning specified in Article 8 of the UCC.

“ Securities Entitlement ” has the meaning specified in Article 8 of the UCC.

“ Senior Collateral Agent ” means (i) prior to termination of the Revolving Credit Commitments and payment in full of all Revolving Credit Loans and all accrued interest and fees on or relating thereto or to the Revolving Credit Commitments, and all other Obligations owing to the Revolving Credit Lenders in their capacity as such, the Revolving Credit Collateral Agent, and (ii) thereafter, the Term Loan Collateral Agent.

“ Senior Note Indenture ” means the Indenture entered into by the Company and certain of its Subsidiaries with JPMorgan Chase Bank, as trustee, on May 31, 2002 in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the Company or such Subsidiaries in connection therewith.

“ Senior Notes ” means the $250,000,000 aggregate principal amount of 8⅞% senior notes due 2012 of the Company issued on May 31, 2002 pursuant to the Senior Note Indenture.

“ Single Employer Plan ” means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvent ” means, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Specified Foreign Vessels ” means all vessels listed on Schedule 3.19 as having their location in Brazil, other than the Walker I.

“ Specified Group Members ” means the Group Members other than the Norwegian Group Members.

“ Specified Hedge Agreement ” means any Hedge Agreement (a) entered into by (i) either Borrower and (ii) any Qualified Counterparty and (b) that has been designated by the relevant Agent or

Lender, as the case may be, and the relevant Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Qualified Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guaranty.

“ Subordinated Intercompany Note ” means, with respect to each Credit Party, as the maker thereof, a promissory note (i) in the case of Credit Parties other than TMIH, substantially in the form of Exhibit L (with such modifications as the Administrative Agent may agree to), which promissory note shall evidence all intercompany loans which may be made from time to time by the payee thereunder to such Credit Party and (ii) in the case of TMIH with respect to the TMIH Subordinated Loan, the TMIH Subordinated Loan Agreement.

“ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

“ Supporting Obligations ” has the meaning specified in Article 9 of the UCC.

“ Supplemental Order ” means an order by the Bankruptcy Court substantially in the form attached as Exhibit F approving inter   alia , the Credit Documents, the Trico Supply Share Purchase Agreement and the transactions contemplated thereby.

“ Synthetic Lease ” means, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for federal income tax purposes, other than any lease under which such Person is the lessor.

“ Synthetic Lease Obligations ” means, as to any Person, the obligations of such Person under any Synthetic Lease.

“ Term Loan Collateral Agent ” means The Bank of New York, as collateral agent for the Term Loan Lenders, together with its successor appointed pursuant to Section 8 .

“ Term Loan Collateral Agent Fee Letter ” means the Term Loan Collateral Agent Fee Letter dated as of December 13, 2004 from the Term Loan Collateral Agent addressed to the Company and the Borrowers with respect to the collateral agent fee to be paid from the Borrowers to the Term Loan Collateral Agent.

“ Term Loan Commitment ” means, as to any Lender, the obligation of such Lender to make a Term Loan hereunder to the Borrowers on the Initial Funding Date in a principal amount not to exceed the amount set forth under the heading “Term Loan Commitment,” under such Lender’s name on such Lender’s Addendum. The aggregate amount of the Term Loan Commitments on the Initial Funding Date is $55,000,000.

“ Term Loan Lender ” means each Lender having a Term Loan Commitment or holding an outstanding Term Loan.

“ Term Loans ” means loans made by the Lenders to the Borrowers pursuant to their Term Loan Commitments and Section 2.1(b) .

“ Term Secured Obligations ” means the Secured Obligations owing to the Term Loan Lenders in respect of the Term Loans and otherwise pursuant hereto.

“ Term Secured Parties ” means the Term Loan Lenders and any other holder of any of the Term Secured Obligations.

“ Termination Date ” means the earliest to occur of the (a) the Maturity Date, (b) the date on which the Revolving Credit Commitments are terminated pursuant to Section 2.4 , and (c) the date on which the Commitments are terminated and all Obligations shall become due and payable pursuant to Section 7 or otherwise.

“ Title XI Subsidiary Agreements ” means the agreements existing as of the date hereof related to the United States government guaranteed vessel financings obtained by TMI.

“ TMI ” has the meaning specified in the preamble to this Agreement.

“ TMIH ” has the meaning specified in the preamble to this Agreement.

“ TMIH Subordinated Loan ” means, collectively, the US $287,826,454 and US $5,954,121 unsecured, subordinated loans made by the Company to TMIH pursuant to and evidenced by the TMIH Subordinated Loan Agreement (it being understood that the TMIH Subordinated Loan is a transaction constituting a loan under local tax rules applicable to TMIH, which transaction constitutes an equity investment by the Company in TMIH under GAAP).

“ TMIH Subordinated Loan Agreement ” means, collectively, (i) the Loan Agreement, effective as of December 1, 1997 (the “ TMIH Subordinated Loan Agreement (1997) ”), evidencing the US $287,826,454 unsecured, subordinated loan made by the Company to TMIH, and (ii) the Loan Agreement, effective as of May 1, 1998, evidencing the US $5,954,121 unsecured, subordinated loan made by the Company to TMIH, in each case as originally in effect (it being understood that the TMIH Subordinated Loan Agreement is governed by the law of the Netherlands and evidences a transaction constituting a loan under local tax rules applicable to TMIH, which transaction constitutes an equity investment by the Company in TMIH under GAAP).

“ TMIH Subordinated Loan Agreement (1997) ” has the meaning specified in the definition of the term “ TMIH Subordinated Loan Agreement .”

“ Trademark License ” means any agreement, whether written or oral, providing for the grant by or to any Credit Party of any right to use any Trademark.

“ Trademarks ” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

“ Transferee ” means any Assignee or Participant.

“ Trico Assets ” has the meaning specified in the preamble to this Agreement.

“ Trico Operators ” has the meaning specified in the preamble to this Agreement.

“ Trico Plan ” means the plan for the Debtors under chapter 11 of the Bankruptcy Code that was confirmed by the Bankruptcy Court pursuant to the Confirmation Order.

“ Trico Shipping ” means Trico Shipping AS, a Norwegian corporation.

“ Trico Shipping Pledge Agreements ” means, collectively, the respective Share Pledge Agreements, dated as of the date hereof, between Trico Supply and each Collateral Agent, pledging to the Collateral Agents, for the benefit of the Secured Parties, the Equity Interests owned by Trico Supply in Trico Shipping.

“ Trico Supply ” has the meaning specified in the preamble to this Agreement.

“ Trico Supply Collateral Vessel Mortgage ” means the Trico Supply Collateral Vessel Mortgage, in form and substance satisfactory to the Administrative Agent and Trico Supply (and substantially in the form of the Collateral Vessel Mortgages from Trico Assets in favor of the Collateral Agents for the benefit of the Lenders), securing Trico Assets’ Obligations under the Trico Supply Subordinated Indemnity, the Liens under which shall be subordinate to the Liens granted by Trico Assets under the Credit Documents in favor of the Agents for the benefit of the Lenders securing the Obligations.

“ Trico Supply Guaranty Minimum ” has the meaning specified in Section 7.1(l) .

“ Trico Supply Intercreditor Agreement ” means the Trico Supply Intercreditor Agreement, substantially in the form of Exhibit M , to be entered into by Trico Supply, the other Group Members listed as parties thereto, and the Agents, setting forth the relative rights and priorities of the parties thereto with respect to the rights and remedies of Trico Supply under the Trico Supply Subordinated Indemnity and the rights and remedies of the Agents and the Lenders under the Credit Documents in respect of the Obligations.

“ Trico Supply Pledge Agreements ” means, collectively, the respective Share Pledge Agreements, dated as of the date hereof, between the Company and each Collateral Agent, pledging to the Collateral Agents, for the benefit of the Secured Parties, the Equity Interests owned by the Company in Trico Supply.

“ Trico Supply Share Purchase Agreement ” means the Share Purchase Agreement, dated as of February 17, 2005, between the Company as transferee and TMIH as transferor, pursuant to which TMIH is selling all of its right, title and interest in all outstanding Equity Interests in Trico Supply to the Company, a true and complete copy of which has been delivered to the Agents and their counsel on the Closing Date.

“ Trico Supply Subordinated Indemnity ” means the Trico Supply Subordinated Indemnity, substantially in the form of Exhibit N , to be entered into by Trico Supply, the other Group Members listed as parties thereto, and the Administrative Agent, the indemnity obligations under which shall be subordinate to the irrevocable final payment in full of all Obligations and termination of the Commitments.

“ TS Net Indebtedness Statement ” means, for the Norwegian Group Members and for any date of delivery thereof, a detailed statement, as at the end of the calendar month immediately preceding such

date of delivery, of the balance of (x) Available Cash of the Norwegian Group Members at such time (separately indicating by footnote in each case net amounts attributable to dividends, loans, advances and other distributions from entities that are not Norwegian Group Members), (y) outstanding indebtedness of the Norwegian Group Members at such time (on a consolidated and unconsolidated basis) and (z) Net Indebtedness of the Norwegian Group Members at such time.

“ Type ” means, as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“ UCC ” means, at any time, the Uniform Commercial Code in effect in the State of New York at such time or, when used with reference to a financing statement, in effect in the jurisdiction in which such financing statement is to be filed.

“ UCC Collateral ” means all accounts, as-extracted collateral, chattel paper, commercial tort claims, deposit accounts, documents, equipment and all accessions thereto, fixtures, general intangibles, goods, health-care-insurance receivables, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, proceeds and products, as each such term is defined under the UCC.

“ United States ” means the United States of America.

“ Unused Revolving Credit Commitment ” means, with respect to any Lender at any time, such Lender’s Revolving Credit Commitment less the aggregate amount of such Lender’s Revolving Credit Exposure at such time after giving effect to any prior assignment by or to such Lender pursuant to Section 12.6 .

“ Vehicles ” means all vehicles covered by a certificate of title law of any state.

“ Waiver and Agreement ” means the Waiver and Agreement, dated as of the date hereof, among the parties to this Agreement.

“ Wholly-Owned Subsidiary ” means, as to any Person, any other Person 100% of the Equity Interests of which (other than directors’ qualifying shares required by law) is at the time owned by such Person directly and/or through other Wholly-Owned Subsidiaries of such Person.

1.2.    Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have such defined meanings when used in the other Credit Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)    As used herein and in the other Credit Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP, (ii) terms defined in the UCC and not defined in Section 1.1 shall have the respective meanings given to them under the UCC, (iii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, vessels, equipment, revenues, accounts, leasehold interests and contract rights, (vi) in any computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each

means “to but excluding” and the word “through” means “to and including” and (vii) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions herein).

(c)    The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and clause, subsection, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)    The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all the Obligations.

(f)    For purposes of calculating “pro forma” compliance with any financial or other covenant contained herein in respect of a proposed transaction, such transaction shall be deemed to have occurred as of the first day of the relevant test period, if any, referred to in the relevant covenant ending on the last day of the most recent fiscal quarter preceding the date of such transaction with respect to which the Administrative Agent has received the quarterly or annual financial reports of any Borrower and its Subsidiaries required to be delivered pursuant to Section 5.1(a) or (b) . 

Section 2.    AMOUNT AND TERMS OF COMMITMENTS; GENERAL

2.1.    Commitments . (a)  Revolving Credit Commitments . Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make loans to the Borrowers from time to time on any Business Day during the period from the Initial Funding Date until the Revolving Credit Commitment Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Credit Commitment of such Revolving Credit Lender; provided , however , that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan as part of any Borrowing to the extent the principal aggregate amount of all Revolving Loans outstanding at that time, after giving effect to the Borrowing of which such Revolving Loan is a part, would exceed the Available Credit at such time. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7 , provided that the Revolving Loans made on the Initial Funding Date shall initially be Base Rate Loans. Amounts borrowed under this Section 2.1(a) may be repaid, prepaid and reborrowed pursuant to this Section 2 .

(b)    Term Loan Commitments . Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make loans to the Borrowers on the Initial Funding Date in an aggregate amount not to exceed the lesser of (i) the amount of the Term Loan Commitment of such Lender and (ii) such Term Loan Lender’s Percentage of the amount necessary to repay in full, without penalty or premium, the principal balance of the “Term Loans” under and as defined in, and then outstanding under, the DIP Credit Agreement, provided that the aggregate principal amount of the Term Loans shall not exceed the Initial Term Loan Amount. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7 . Amounts borrowed under this Section   2.1(b) and repaid or prepaid may not be reborrowed.

2.2.    Procedure for Borrowing . (a)  Revolving Loan Borrowings . To request a Revolving Loan, the relevant Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day, in the case of Base Rate Loans, and three Business Days, in the case of Eurodollar Loans, prior to date of the proposed Borrowing), substantially in the form of Exhibit O-1 with appropriate insertions as to date, amount and Available Credit, requesting that the Revolving Credit Lenders make the Revolving Loans comprising such Borrowing and specifying the amount of the Borrowing by such Borrower, the date of such proposed Borrowing, whether such Borrowing will be initially comprised of Base Rate Loans or Eurodollar Loans and the initial Interest Period, if applicable.

(b)    Term Loan Borrowing . The relevant Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M. New York City time, one Business Day prior to the Initial Funding Date), substantially in the form of Exhibit O-2 with appropriate insertions as to date and amount, requesting that the Term Loan Lenders make the Term Loans on the Initial Funding Date specifying the amount to be borrowed by such Borrower and that such Term Loans shall initially be Base Rate Loans.

(c)    Funding . Upon receipt of such notice specified in clause (a) or (b) above the Administrative Agent shall promptly notify each Lender thereof. Subject to Section 2.2(d) in the case of Loans referred to therein, not later than 12:00 Noon, New York City time, on the relevant borrowing date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan or Loans to be made by such Lender, and the Administrative Agent shall credit the account of the relevant Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.

(d)    Roll-Over of Obligations under DIP Credit Documents; Use of Proceeds . On the Initial Funding Date, the Borrowers shall apply the entire proceeds of the Term Loans toward repayment of the principal balance of the Term Loans outstanding under the DIP Credit Agreement and shall, using the proceeds of Revolving Loans made on such date, pay or repay all “Revolving Loans” under and as defined therein, and all accrued unpaid interest and fees, and all other remaining “Obligations” under and as defined therein and then owing thereunder and under all documents relating thereto. The making of such Term Loans and Revolving Loans, the amounts owing under the Credit Documents and the DIP Credit Documents and payment or repayment of amounts owing under the DIP Credit Documents on the Initial Funding Date shall be reflected on the books and records of the Administrative Agent and the administrative agent under the DIP Credit Agreement, respectively, but no amount of such Loans so applied to repay the obligations under the DIP Credit Documents will actually be funded to the Borrowers. Upon payment in full of all obligations owing pursuant to the DIP Credit Agreement and all documents relating thereto, and secured by the Liens thereunder, such Liens shall be released.

2.3.    Repayment of Loans . (a)  Revolving Loans. The Borrowers jointly and severally agree to repay the entire unpaid principal amount of the Revolving Loans and all accrued and unpaid interest thereon on the Revolving Credit Commitment Termination Date.

(b)    Amortization of Term Loans . The Term Loan of each Term Loan Lender shall mature in the following installments on the anniversaries of the date of this Agreement specified below, commencing on the second anniversary of the date of this Agreement, each of which shall be in an amount equal to such Lender’s Percentage multiplied by the amount set forth below opposite such installment:

Each installment shall be paid together with all accrued and unpaid interest on the amount repaid and such payment shall be subject to Section 2.16 but without payment of any Applicable Prepayment Premium on the amount so repaid.

(c)    Term Loans . The Borrowers jointly and severally agree to repay the entire unpaid principal amount of Term Loans on the Termination Date, together with the Applicable Prepayment Premium thereon and all accrued and unpaid interest on the amount repaid and such payment shall be subject to Section 2.16 .

2.4.    Reduction and Termination of the Revolving Credit Commitments .

(a)    The Borrowers may, upon at least three Business Days’ prior notice to the Administrative Agent, terminate in whole or permanently reduce in part ratably the unused portions of the respective Revolving Credit Commitments of the Lenders; provided , however , that each partial reduction shall be in an aggregate amount of not less than $1,000,000 or a whole multiple of $1,000,000 in excess thereof.

(b)    The then current Revolving Credit Commitments shall be permanently reduced on each date on which a prepayment of Revolving Loans is made pursuant to Section 2.6(a) , (b) or (c) or required to be made by Section 2.6(a) , (b) or (c) or would have been required to be made (a “ deemed prepayment ”) had the outstanding Revolving Loans equaled the Revolving Credit Commitments then in effect, as applicable (and without duplication), in each case in the amount of such prepayment (or required or deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be reduced by its Percentage of such amount).

(c)    The Revolving Credit Commitments shall automatically terminate when they shall have been reduced to zero.

2.5.    Optional Prepayments .

(a)    Each Borrower may prepay the Revolving Loans at any time, in whole or in part.

(b)    The Term Loans may not be voluntarily prepaid on or prior to the first anniversary of the Initial Funding Date. After the first anniversary of the Initial Funding Date, the Term Loans may be voluntarily prepaid in whole or in part as provided herein, subject to payment, together with such prepayment, of the Applicable Prepayment Premium on the amount so prepaid.

(c)    Any voluntary prepayment of Revolving Loans or Term Loans permitted pursuant to clause (a) or (b) of this Section 2.5 shall be made only upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto in the case of Eurodollar Loans and no later than 11:00 A.M., New York City time, one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Revolving Loans or Term Loans and of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.16 .