SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 1997
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28316 72-1252405
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
610 Palm Street, Houma, Louisiana 70364
(Address of principal executive offices) (Zip Code)
(504) 851-3833
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last
report.)
<PAGE>
Item 2.Acquisition or Disposition of Assets.
On January 31, 1997, Trico Marine Services, Inc. (the
"Registrant"), through its wholly-owned subsidiary, Trico Marine
Assets, Inc. ("Assets"), completed the acquisition of five supply
vessels and one utility vessel from Laborde Marine, L.L.C.
("Laborde Marine") for an aggregate of $25.0 million in cash.
There are no material relationships between Laborde Marine or any
of its members and affiliates and the Registrant or any of the
Registrant's affiliates, directors, officers or associates of any
of the foregoing.
The five supply vessels acquired are 180-foot supply vessels
and the utility vessel is 115 feet long. All of the vessels are
currently located in the Gulf of Mexico. The Registrant did not
acquire any of the customers, contracts, charters or routes
historically associated with these vessels as part of the
acquisition. The Registrant took possession of the acquired
vessels without their being subject to any contracts that were
related to the historical revenue or cost associated with the
vessels. These vessels will be marketed by the Registrant's
sales force and to the Registrant's customers on a similar basis
as the other vessels in the Registrant's fleet. Due to the lack
of continuity between the historical management and marketing of
the vessels and their future management and marketing by the
Registrant, management believes that the historical results of
operations of the vessels do not reflect the future prospects of
the vessels under the Registrant's management and that such
information would not be relevant to investors.
The acquisition was financed with borrowings under the
Registrant's credit facility and with cash generated from
operations. After giving effect to this acquisition, the
Registrant will have approximately $19.5 million available under
its credit facility which has been amended and increased so that
it now provides a $65 million line of credit. Including the six
acquired vessels and two vessels that the Registrant has agreed
to purchase in the second quarter of 1997, the Registrant now has
a fleet of 72 vessels, including 41 supply boats. As a result of
this acquisition and several other acquisitions completed by the
Registrant in fiscal 1996, the Registrant expects its revenues to
be significantly higher in future periods than in prior periods.
Item 7.Financial Statements and Exhibits.
(a) No financial statements are filed with this report, as
the acquired vessels do not constitute a business within the
meaning of Rule 11-01 of Regulation S-X.
(b) Exhibits
10.1 Vessel Purchase Agreement dated as of January 6,
1997 by and between Assets and Laborde Marine.
10.2 Amendment No. 4 to the Registrant's Revolving
Credit Agreement dated February 7, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TRICO MARINE SERVICES, INC.
By: /s/ Victor M. Perez
____________________________
Victor M. Perez
Vice President, Chief Financial
Officer and Treasurer
Dated: February 13, 1997
VESSEL PURCHASE AGREEMENT
dated as of January 6, 1997
between
TRICO MARINE ASSETS, INC.
and
LABORDE MARINE, L.L.C.
___________________________
Sale and Purchase
of
M/V Lincoln
M/V Washington
M/V Grant
M/V Madison
M/V Truman
M/V Celeste
<PAGE>
VESSEL PURCHASE AGREEMENT
This VESSEL PURCHASE AGREEMENT (this "Agreement"),
dated as of January 6, 1997 is by and between Trico Marine
Assets, Inc., a Delaware corporation (the ``Buyer''), and
Laborde Marine, L.L.C., a Louisiana limited liability
company (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller is the owner of the five U.S.
flagged supply vessels and one U.S. flagged utility vessel
listed on Exhibit "A" attached hereto and the parts,
equipment, machinery, implements, accessories,
appurtenances, supplies and inventory related to such
vessels (collectively, the "Vessels").
WHEREAS, the Seller desires to sell the Vessels to the
Buyer upon the terms and conditions set forth herein; and
WHEREAS, the Buyer desires to acquire the Vessels upon
such terms.
NOW, THEREFORE, in consideration of the mutual promises
and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Buyer and Seller hereto
represent and agree as follows:
SECTION 1
SALE AND PURCHASE OF THE VESSELS
1.1 Sale of the Vessels. On the Closing Date (as
hereinafter defined) and subject to the terms of this
Agreement, the Seller does hereby agree to sell to the
Buyer, and the Buyer does hereby agree to purchase from the
Seller, the Vessels and all of Seller's right, title and
interest in and to that certain Blanket Time Charter
Agreement (the "Time Charter'') dated December 19, 1996
between the Seller and O.S.C.A., Inc. ("O.S.C.A."). Other
than the Vessels and the Time Charter, the Buyer shall
acquire no other assets or property, including any goodwill,
intangibles or contractual rights of the Seller. The Buyer
shall acquire no land based facilities, employees,
distribution systems, customers, operating rights or
production techniques of the Seller pursuant to this
Agreement.
1.2 Purchase Price. The Buyer shall, subject to the
terms hereof, pay at the Closing (as hereinafter defined)
$25,000,000 plus an amount equal to Seller's actual cost for
all fuel and lube on the M/V Madison on the Closing Date
belonging to the Seller (such amount, as it may be adjusted
pursuant to this Section 1, the "Purchase Price") to the
Seller in the manner provided in Subsection 2.1. If, prior
to the Closing Date, any Vessel shall become an actual or
constructive total loss, the Purchase Price shall be reduced
by an amount to be determined by the Buyer and Seller as
being equal to the Vessel's fair market value prior to the
loss and such Vessel shall not be sold or transferred to the
Buyer at the Closing.
1.3 "As is, Where is" Sale. Each Vessel shall be sold
on an "as is, where is" basis and the Buyer shall accept
delivery of each Vessel from the Seller in such condition.
Except as set forth in Subsection 3.4, no representations or
warranties, either expressed or implied, are made with
respect to the maintenance, repair, condition, design,
operation, seaworthiness, value, marketability,
merchantability, usefulness or suitability for any purpose,
of any Vessel, including without limitation, (a) any implied
or expressed warranty of merchantability, (b) any implied or
expressed warranty for fitness for a particular purpose, and
(c) any claim by the Buyer for damages because of or related
to any defects, whether known or unknown, with respect to
any Vessel. The Buyer and the Seller intend that the
Vessels shall be conveyed and transferred to the Buyer in
their present condition and state of repair existing on the
Closing Date "as is" and "where is," with all faults. In
accordance with the foregoing and notwithstanding anything
to the contrary in Section 6.1, the Buyer waives each and
every claim for recovery against the Seller for any and all
loss or damage to the Vessels arising from or relating to,
in whole or in part, the maintenance, repair, condition,
seaworthiness or design of the Vessels.
1.4 Closing. The consummation of the sale and
purchase of the Vessels (the "Closing") shall take place in
accordance with the terms of this Agreement on a business
day to be mutually agreed upon by Buyer and Seller (the
"Closing Date") on or before February 7, 1997. On the
Closing Date, the Buyer shall deliver the Purchase Price to
the Seller, the Seller shall cause the Vessels to be
delivered to the Buyer and the Buyer and the Seller shall
each provide the other documents, certificates and
instruments required to be delivered pursuant to Section 2.
Each of the parties agree that time is of the essence and
that it will use its best efforts to satisfy the conditions
to Closing set forth in Section 2 that are within its
control and that are capable of being satisfied prior to the
Closing Date not later than the second business day in
advance of the date the parties establish as the Closing
Date.
1.5 Condition and Access to the Vessels; Time Charter.
(a) Notwithstanding anything to the contrary
herein, the Buyer and the Seller agree that the Vessels
shall, on the Closing Date, be in substantially the same
condition as on the date hereof, ordinary wear and tear
excepted. Prior to the Closing, the Seller shall cause the
modification and upgrading of the M/V Madison to be
completed so that the specifications set forth in Exhibit
"A" for such Vessel are true and accurate. If any Vessel
shall suffer any significant damage or loss (other than an
actual or constructive total loss) prior to the Closing, the
Seller agrees to be responsible for such repairs to the
Vessel suffering such damage or loss as may be necessary to
restore the Vessel to the condition required hereunder. The
Seller agrees to cause the Vessels to continue to be insured
by hull and machinery and protection and indemnity insurance
in the amounts and with the coverages currently in force
until the Closing Date. Prior to the Closing, the Seller
shall provide Buyer with original cover notes evidencing
such insurance covering the Vessels for the three years
prior to Closing or such shorter period that the Buyer has
owned each Vessel.
(b) Prior to the Closing, the Seller shall obtain
the consent of O.S.C.A. to the assignment (or a replacement
charter as provided below) of the Seller's right, title and
interest in (and the release of the Seller from all
obligations under) the Time Charter to Trico Marine
Operators, Inc. on terms which either (i) permit the
delivery of the M/V Truman following its modification and
upgrading by the Buyer or (ii) confirms O.S.C.A.'s consent
to the substitution of another of the Buyer's supply boats
in lieu thereof. The Buyer agrees to cooperate with and
assist the Seller in taking the actions specified in this
Section 1.5(b), including negotiating a mutually acceptable
charter arrangement to replace the Time Charter if O.S.C.A.
so desires.
(c) The Seller intends to give notice under the
termination provisions of the charter agreements applicable
to the Vessels (other than the M/V Truman) on or prior to
the Closing Date. If necessary under the applicable charter
agreement between the Seller and its customers (other than
O.S.C.A.), following the Closing, the Buyer will operate
such Vessels for the Seller (in exchange for the charter
hire payable thereunder) to fulfill any termination notice
period under any such agreement.
(d) Prior to the Closing Date, the Seller shall
afford the Buyer's employees and representatives access to
the Vessels and all documents and records relating thereto.
1.6 Governmental Filings.
(a) The Buyer and Seller will coordinate with the
other and will use all reasonable efforts to cause to be
filed as promptly as possible with the Department of Justice
and the Federal Trade Commission any pre-merger
notifications required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and to
obtain the early termination or waiver of the HSR Act
waiting period and any related restriction on consummating
the transactions contemplated by this Agreement.
(b) The Seller will furnish Buyer on a timely
basis such information concerning the Vessels and the
operation thereof as reasonably deemed necessary or
appropriate by the Buyer for inclusion in any report,
application or other statement required by law to be made by
Buyer or to be filed by Buyer with any governmental
authority in connection with or relating to the transactions
contemplated by this Agreement.
SECTION 2
CONDITIONS PRECEDENT
The respective obligations of the Seller to sell the
Vessels and assign the Time Charter to the Buyer and the
Buyer to pay the Purchase Price for the Vessels and assume
the Time Charter are subject to the satisfaction of the
following conditions precedent:
2.1 Deliveries by the Buyer. At the Closing, the
following actions shall have been taken by the Buyer:
(a) Buyer shall deliver to the Seller the
Purchase Price by wire transfer of immediately available
funds to an account designated by the Seller; and
(b) The Buyer shall execute and deliver in
accordance with Section 1.5(b) an assignment (or replacement
charter if O.S.C.A., Inc. so desires) pursuant to which
Trico Marine Operators, Inc. will assume all of the Seller's
right, title and interest in and to (and the Seller shall be
released from all of its obligations under) the Time
Charter.
2.2 Deliveries by Seller. At the Closing, the
following actions shall have been taken by the Seller:
(a) The Seller will deliver bills of sale fully
executed by the Seller in a mutually acceptable form
pursuant to which Seller shall transfer to Buyer all right,
title and ownership of the Vessels sold, transferred,
conveyed, assigned and delivered free and clear of all
Encumbrances (as hereinafter defined);
(b) The Seller shall deliver in accordance with
Section 1.5(b) a duly executed assignment pursuant to which
Seller shall transfer to Trico Marine Operators, Inc. all of
its right, title and interest in and to the Time Charter;
and
(c) The Seller shall deliver to the Buyer all
documentation, certificates and instruments relating to each
Vessel as may be in the Seller's possession and such
documents, certificates and instruments reasonably requested
by Buyer concerning the accuracy and validity of or
compliance with the representations and warranties as Buyer
may reasonably request.
2.3 HSR Act. The waiting period imposed under the HSR
Act shall have expired or been terminated in accordance with
the rules promulgated thereunder.
2.4 Representations and Warranties; Covenants. All
representations and warranties made by Buyer and the Seller
shall be true and correct in all material respects on and as
of the time of the Closing with the same effect as though
made on and as of such date, except to the extent waived in
its sole discretion by the other party. The Buyer and
Seller shall each have performed in all material respects
all covenants and agreements set forth in this Agreement,
except to the extent waived in its sole discretion by the
other party.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller makes the following representations and
warranties to the Buyer:
3.1 Organization, Existence and Power. The Seller is
a limited liability company duly organized, validly existing
and in good standing under the laws of the State of
Louisiana and has all requisite power and authority to
execute, deliver and perform its obligations under this
Agreement and the other documents, certificates and
instruments contemplated hereby and thereby. The Seller has
not been and is not engaged in the business of selling
tangible personal property similar to the Vessels and the
Seller has not and does not hold itself out to be engaged in
such business.
3.2 Authorization and Execution. The execution,
delivery and performance of this Agreement and the other
documents, certificates and instruments contemplated hereby
and thereby and the consummation of the transactions
contemplated hereby and thereby have been duly authorized
and approved by all requisite on the part of the Seller.
This Agreement and, when executed and delivered, each other
document, certificate and instrument required to be
executed, have been duly executed and delivered by the
Seller and constitute the legal, valid and binding
obligations of the Seller enforceable against the Seller in
accordance with the respective terms hereof and thereof.
3.3 Conflict. Neither the execution, delivery or
performance by the Seller of this Agreement nor the
consummation of the transactions contemplated hereby will
violate or contravene the Seller's articles of organization,
operating agreement, or any judgment, decree, order or award
of any court or other governmental agency or any law, rule
or regulation applicable to the Seller or any of its
respective property or assets or conflict with, result in a
breach of or constitute a default under, any agreement,
instrument or contractual obligation to which the Seller is
a party or by which it or its properties are bound.
3.4 Title; No Encumbrance. The Seller has good, valid
and marketable title to each of the Vessels and all of such
Vessels on the Closing Date shall be, free and clear of all
mortgages, security interests, debts, claims, liens, libels
and encumbrances of any kind whatsoever ("Encumbrances").
The Seller will warrant and defend the Buyer's title in and
to the Vessels against the claims and demands of all persons
whomsoever. All of the Vessels are U.S. flagged vessels and
are qualified to engage in the coast wide trade and none has
been disqualified from their intended service by the U.S.
Maritime Administration. At all times the Seller has been
"a citizen of the United States" within the meaning of
Section 2 of the Shipping Act of 1916, as amended. Except
as disclosed in Exhibit "A", the Vessels are duly documented
in the name of the Seller as owning each Vessel with the
U.S. Coast Guard and each of the Vessels has and as of the
Closing Date will have current certificates of inspection
and documentation in effect with the U.S. Coast Guard and an
American Bureau of Shipping loadline certificate, in each
case free of reportable exceptions or notations of record,
and each of the Vessels is currently operating within the
U.S. Gulf of Mexico.
3.5 Litigation. There are no legal actions, suits,
arbitrations, government investigations or other legal or
administrative proceedings, nor any order, decree or
judgement pending, or effect, or threatened against or
relating to the Vessels or the Seller in connection with or
relating to the transactions contemplated by this Agreement.
3.6 Taxes. The Seller has duly and timely prepared
and filed with the appropriate governmental authorities all
returns, reports, information returns or other documents
filed or required to be filed with such governmental
authorities and has paid any taxes or other amounts due in
respect thereof that if unpaid could result in a claim by
any governmental authority against any of the Vessels or the
Buyer.
3.7 No Broker Fees. No finder's or broker's fees or
similar expense has been incurred by the Seller so as to
give rise to any claim by any person against Buyer for a
finder's fee, brokerage commission or similar payment, and
any such fee or other amount payable to Johnson Rice &
Company L.L.C. shall be the sole responsibility of the
Seller.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as
follows:
4.1 Organization, Existence and Corporate Power. The
Buyer is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of
Delaware, and has all requisite corporate power to execute,
deliver and perform its obligations under this Agreement.
4.2 Authorization and Execution. The execution,
delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have
been duly authorized and approved by all requisite corporate
action of the Buyer. This Agreement constitutes the legal,
valid and binding obligation of the Buyer enforceable
against it in accordance with its terms.
4.3 Conflict. Neither the execution, delivery or
performance by the Buyer of this Agreement nor the
consummation of the transactions contemplated hereby will
violate the Buyer's certificate of incorporation or by-laws
or any judgment, decree, order or award of any court or
other governmental agency or any law, rule or regulation
applicable to the Buyer or its property or assets or
conflict with, result in a breach of or constitute a default
under, any contractual obligation of the Buyer.
4.4 Citizenship. The Buyer is a "citizen of the
United States" as such term is defined in Section 2 of the
Shipping Act of 1916, as amended, qualified to engage in the
trade in which each Vessel is, or is contemplated to be,
employed.
4.5 Litigation. There are no legal actions, suits,
arbitrations, government investigations or other legal or
administrative proceedings, nor any order, decree or
judgement pending, or effect, or threatened against the
Buyer in connection with or relating to the transactions
contemplated by this Agreement.
4.6 No Broker Fees. No finder's or broker's fees or
similar expense has been incurred by the Buyer so as to give
rise to any claim by any person against Seller for a
finder's fee, brokerage commission or similar payment.
SECTION 5
TERMINATION
5.1 Termination. This Agreement may, by written
notice given at or prior to the Closing, be terminated: (a)
by mutual consent of the Seller and the Buyer; (b) by the
Seller or the Buyer if there has been a material breach by
the other of any representation, warranty or covenant
contained in this Agreement that shall not have been cured
or waived by the other party prior to the earlier of ten
days following notice of such breach and the Closing Date;
or (c) by the Seller or the Buyer if the conditions to
Closing required by Section 2 shall not have been met or
waived by February 28, 1997, or the Closing has not occurred
by such date; provided, however, that the party whose breach
of its representations and warranties in this Agreement or
whose failure to perform any of its covenants and agreements
under this Agreement has resulted in the failure of the
Closing to occur on or before such date shall not be
entitled to terminate this Agreement pursuant to this
Subsection 5.1(c).
5.2 Effect of Termination; Survival. Upon termination
of this Agreement pursuant to Subsection 5.1, this Agreement
shall be void and of no effect and there shall be no
liability by reason of this Agreement or the termination
thereof on the part of any party except for any liability
arising out of a breach of any covenant in this Agreement
prior to the date of termination or any covenant that
survives pursuant to this Subsection 5.2. The following
provisions shall survive any termination of this Agreement:
Subsections 5.2 and Section 6.
SECTION 6
MISCELLANEOUS
6.1 Indemnification of Buyer by Seller. The Seller
hereby agrees to pay and assume liability for, and does
hereby agree to indemnify, protect, save and keep harmless
the Buyer, from and against any and all liabilities,
obligations, losses, damages, penalties, claims (including
claims by any employee of Seller or any of its servants,
crew or agents), actions, suits and related costs, expenses
and disbursements, including reasonable legal fees and
expenses, of whatsoever kind and nature, imposed on,
asserted against or incurred by Buyer (collectively,
"Losses"), in any way relating to or arising out of or
alleged to be attributable to, related to or arising out of
(a) any inaccuracy in any representation or warranty of the
Seller in this Agreement or any breach or nonfulfillment of
any covenant, agreement or other obligation of the Seller,
(b) Encumbrances arising as a matter of law from events
occurring prior to the Closing Date or (c) subject to
Section 1.3, any Losses sustained by Buyer arising out of or
related to Seller's ownership or operation of the Vessels
prior to the Closing Date.
6.2 Indemnification of Seller by Buyer. Buyer hereby
agrees to pay and assume liability for, and does hereby
agree to indemnify, protect, save and keep harmless the
Seller, from and against any and all Losses imposed on,
asserted against or incurred by the Seller, in any way
relating to or arising out of or alleged to be attributable
to, related to or arising out of (a) any inaccuracy in any
representation or warranty of the Buyer in this Agreement or
any breach or nonfulfillment of any covenant agreement or
other obligation of the Buyer or (b) any Losses sustained by
Seller arising out of or related to the Buyer's ownership or
operation of the Vessels after the Closing Date.
6.3 Expenses. The Buyer and the Seller shall each pay
their own out-of-pocket fees and expenses, including,
without limitation, all legal, accounting, advisory or other
fees and expenses, arising in connection with any
transactions contemplated by this Agreement.
6.4 Negotiations. During the period from the date of
this Agreement until the earlier of the Closing or the
termination of this Agreement, Seller shall cease any
existing negotiations and shall cause its members,
employees, representatives and agents, not to take any
action (or permit any other person acting for or on their
behalf), directly or indirectly, to solicit or initiate or
encourage inquiries or proposals from, or participate in
discussions or negotiations with, or provide any information
to, any corporation, partnership, person or other entity or
group (other than the Buyer) concerning any sale of assets,
sale of membership interests, merger, consolidation or
similar transaction involving the Seller.
6.5 Entire Agreement; Amendments and Waivers. This
Agreement constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof and
hereby supersedes any other prior agreement of the parties
with respect to the matters set forth herein whether written
or oral. No modification, waiver or amendment of this
Agreement shall be effective unless such modification,
waiver or amendment shall be in writing and executed by the
parties hereto.
6.6 Notices. Except as may otherwise be expressly
provided herein, any notice herein required or permitted to
be given shall be in writing or by telex or facsimile
transmission with subsequent written confirmation, and may
be personally served, sent by United States mail or by
overnight delivery service providing for evidence of receipt
and shall be deemed to have been given upon receipt by the
party notified. For the purposes hereof, the addresses of
the parties hereto (until notice of a change thereof is
delivered as provided in this Subsection 6.6) shall be as
set forth opposite each party's name on the signature page
hereof.
6.7 Survival. All agreements, indemnities, covenants,
representations and warranties made herein shall survive the
execution and delivery of this Agreement and the delivery of
the Vessels for a period commencing on the Closing Date and
continuing through and including three years from the
Closing Date, and shall terminate at the expiration of such
period, except in the case of a Loss that has occurred or a
claim in respect of such Loss that is made under Sections
6.1 or 6.2 prior to such date.
6.8 Severability; Counterparts. In case any provision
of or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired
thereby. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of such
counterparts shall together constitute one and the same
instrument.
6.9 Governing Law. This agreement shall be construed
in accordance with U.S. maritime law and the substantive
laws of the State of Louisiana.
6.10 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns;
provided, however, that neither Buyer nor the Seller shall
be permitted to assign its rights under this Agreement
without the prior written consent of the other party.
6.11. Publicity. Neither the Buyer, the Seller nor any
of their respective affiliates shall issue any press release
or otherwise make any public announcement or disclosure
regarding this Agreement or the transactions contemplated
hereby. However, the Buyer shall be entitled to make such
disclosures to the extent required by any applicable law or
regulation.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
The Buyer's address is: BUYER:
610 Palm Avenue TRICO MARINE ASSETS, INC.
Houma, Louisiana 70364
Telephone: 504-851-3833
Facsimile: 504-851-4321 By: /s/ Victor M. Perez
_________________________
Victor M. Perez
Vice President and
Chief Financial Officer
The Seller's address is: SELLER:
1500 Energy Centre LABORDE MARINE, L.L.C.
1100 Poydras Street
New Orleans, Louisiana 70163
Telephone: 504-582-2185
Facsimile: 504-582-2240 By: /s/ John Peter Laborde
_________________________
John Peter Laborde, Jr.
Manager
AMENDMENT NO. 4
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 4 (this "Amendment"), dated as of
February 7, 1997, is by and among TRICO MARINE OPERATORS,
INC. ("Marine Operators"), TRICO MARINE ASSETS, INC.
("Marine Assets") (each of Marine Operators and Marine
Assets is referred to herein as a "Borrower" and
collectively as the "Borrowers"), TRICO MARINE SERVICES,
INC. (the "Parent"), HOS MARINE PARTNERS, INC. ("HOS"), THE
FIRST NATIONAL BANK OF BOSTON, HIBERNIA NATIONAL BANK, FIRST
NATIONAL BANK OF COMMERCE and such other lending
institutions as may become parties to the Credit Agreement
referred to below (collectively, the "Banks") and THE FIRST
NATIONAL BANK OF BOSTON as agent for the Banks (the
"Agent").
WHEREAS, the Borrowers, the Parent, the Banks and the
Agent are parties to that certain Revolving Credit
Agreement, dated as of July 26, 1996 (as amended, restated,
modified or supplemented and in effect from time to time,
the "Credit Agreement"), pursuant to which the Banks, upon
certain terms and conditions, have agreed to make loans and
to otherwise extend credit to the Borrowers; and
WHEREAS, the Borrowers and the Parent have requested
that the Banks and the Agent agree to amend certain
provisions of the Credit Agreement in order to (i) increase
the amounts of the Commitments of the Banks thereunder and
(ii) amend certain other terms and provisions of the Credit
Agreement; and
WHEREAS, the Banks and the Agent have agreed, subject
to the satisfaction of the conditions precedent set forth
herein, to so amend the Credit Agreement;
WHEREAS, capitalized terms which are used herein
without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the
Credit Agreement.
NOW, THEREFORE, the Borrowers, the Parent, HOS, the
Banks and the Agent hereby agree as follows:
1. Amendments to the Credit Agreement. Subject to
the satisfaction of the conditions precedent set forth in 4
hereof, the Credit Agreement is hereby amended as follows:
1.1 Minimum Tangible Net Worth. Section 10.3 of the
Credit Agreement is hereby amended by deleting the amount
"$55,000,000" occurring in the third line thereof and
substituting in lieu thereof the amount "$90,000,000".
1.2 Notices. Section 20(a) of the Credit Agreement is
hereby amended by deleting the text "610 Palm Avenue, Houma,
Louisiana 70364" set forth therein and substituting in lieu
thereof the text "2401 Fountainview, Suite 626, Houston,
Texas 77057".
1.3 Exhibit A. The Credit Agreement is amended by
deleting Exhibit A attached thereto in its entirety and
replacing such Exhibit with Exhibit A attached hereto.
1.4 Exhibit C. The Credit Agreement is amended by
deleting Exhibit C attached thereto in its entirety and
replacing such Exhibit with Exhibit C attached hereto.
1.5 Schedules. The Credit Agreement is hereby amended
by deleting Schedule 1.1, Schedule 7.24(a), Schedule
7.24(b), and Schedule 7.24(c) thereto in their entirety and
replacing such Schedules with, respectively, Schedule 1.1,
Schedule 7.24(a), Schedule 7.24(b), and Schedule 7.24(c)
attached hereto.
2. Representations and Warranties. The Parent and
each of the Borrowers jointly and severally represent and
warrant to the Banks and the Agent as follows:
(a) Representations and Warranties in Credit
Agreement. The representations and warranties of the Parent
and the Borrowers contained in the Credit Agreement, each as
amended by this Amendment, (a) were true and correct in all
material respects when made, and (b) except to the extent
such representations and warranties by their terms are made
solely as of a prior date, continue to be true and correct
in all material respects on the date hereof.
(b) Authority, Etc. The execution and delivery
by the Borrowers and the Parent of this Amendment and the
performance by the Borrowers and the Parent of all of their
agreements and obligations under this Amendment (i) are
within the corporate authority of each of the Borrowers and
the Parent, (ii) have been duly authorized by all necessary
corporate proceedings by each of the Borrowers and the
Parent, (iii) do not conflict with or result in any breach
or contravention of any provision of law, statute, rule or
regulation to which either of the Borrowers or the Parent is
subject or any judgment, order, writ, injunction, license or
permit applicable to either of the Borrowers or the Parent,
and (iv) do not conflict with any provision of the corporate
charter or by-laws of, or any agreement or other instrument
binding upon, either of the Borrowers or the Parent.
(c) Enforceability of Obligations. This
Amendment, and the Credit Agreement as amended hereby,
constitute the legal, valid and binding obligations of each
of the Borrowers and the Parent enforceable against each
such Person in accordance with their respective terms.
Immediately prior to and after giving effect to this
Amendment, no Default or Event of Default exists under the
Credit Agreement or any other Loan Document.
3. Affirmation of Borrowers, the Parent and HOS. (a)
Each of the Borrowers hereby affirms its joint and several,
absolute and unconditional promise to pay to each Bank and
the Agent the Loans, the Reimbursement Obligations and all
other amounts due under the Notes, the Letters of Credit and
the Credit Agreement as amended hereby, at the times and in
the amounts provided for therein. Each of the Borrowers
confirms and agrees that (i) the obligations of the
Borrowers to the Banks and the Agent under the Credit
Agreement as amended hereby are secured by and entitled to
the benefits of the Security Documents and (ii) all
references to the term "Credit Agreement" in the Security
Documents shall hereafter refer to the Credit Agreement as
amended hereby.
(b) The Parent, as Guarantor under (and as
defined in) the Parent Guaranty hereby acknowledges that it
has read and is aware of the provisions of this Amendment.
The Parent hereby reaffirms its absolute and unconditional
guaranty of the Borrowers' payment and performance of their
obligations to the Banks and the Agent under the Credit
Agreement as amended hereby. The Parent hereby confirms and
agrees that all references in the Parent Guaranty to the
term "Credit Agreement" shall hereafter refer to the Credit
Agreement as amended hereby.
(c) HOS, as Guarantor under (and as defined in)
the HOS Guaranty hereby acknowledges that it has read and is
aware of the provisions of this Amendment. HOS hereby
reaffirms its absolute and unconditional guaranty of the
Borrowers' payment and performance of their obligations to
the Banks and the Agent under the Credit Agreement as
amended hereby. HOS confirms and agrees that the
obligations of HOS to the Banks and the Agent under the HOS
Guaranty, as affirmed hereby, are secured by and entitled to
the benefits of the HOS Security Agreement and the HOS
Vessel Mortgage. HOS hereby confirms and agrees that all
references in the HOS Guaranty and the HOS Security
Agreement to the term "Credit Agreement" shall hereafter
refer to the Credit Agreement as amended hereby.
4. Conditions to Effectiveness. This Amendment shall
be effective as of the date hereof upon receipt by the Agent
and the Banks of the following, in form and substance
satisfactory to the Agent and the Banks:
(a) this Amendment duly executed and delivered by
each of the Borrowers, the Parent, HOS, the Banks and the
Agent;
(b) amended and restated Revolving Credit Notes
duly executed and delivered by each of the Borrowers in
favor of each Bank, in the form of Exhibit A hereto and
completed with appropriate insertions;
(c) an Amendment fee in the amount of $37,500
payable to the Agent for the pro-rata accounts of the Banks;
(d) (i) amendments to each of the Vessel
Mortgages duly executed and delivered by Marine Assets or
HOS, as appropriate, and the Agent and (ii) evidence of the
filing and recordation (in the form of a Certificate of
Ownership and Encumbrance acceptable to the Agent and the
Banks) of such amendments with the U.S. Coast Guard (in the
case of the U.S. Vessel Mortgage and the HOS Vessel
Mortgage) or the Office of the Deputy Commissioner of
Maritime Affairs for The Republic of Vanuatu (in the case of
the Vanuatu Vessel Mortgage); provided that, the
requirements of this 4(d) shall be deemed satisfied if the
Borrowers shall provide the Banks and the Agent with such
evidence of the filing and recordation of the amendments to
the Vessel Mortgages no later than February 14, 1997;
(e) a legal opinion, addressed to the Banks and
the Agent, dated the date hereof, in form and substance
satisfactory to the Banks and the Agent, from Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel to
the Parent, the Borrowers, and HOS;
(f) evidence satisfactory to the Banks and the
Agent that all requisite corporate approval of the
transactions contemplated hereby has been obtained,
including without limitation delivery of copies, certified
by the secretary of each of the Borrowers, HOS and the
Parent, of votes of such Person's respective board of
directors authorizing the transactions contemplated hereby,
and
(g) any other document or instrument the Agent or
the Banks may reasonably request.
5. Miscellaneous Provisions. (a) Except as
otherwise expressly provided by this Amendment, all of the
terms, conditions and provisions of the Credit Agreement
shall remain the same. It is declared and agreed by each of
the parties hereto that the Credit Agreement, as amended
hereby, shall continue in full force and effect, and that
this Amendment and the Credit Agreement shall be read and
construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN
AGREEMENT UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of
counterparts, but all such counterparts shall together
constitute but one instrument. In making proof of this
Amendment it shall not be necessary to produce or account
for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
(d) Headings or captions used in this Amendment are
for convenience of reference only and shall not define or
limit the provisions hereof.
(e) The Borrowers hereby jointly and severally agree
to pay to the Agent, on demand by the Agent, all reasonable
out-of-pocket costs and expenses incurred or sustained by
the Agent in connection with the preparation of this
Amendment (including reasonable legal fees and expenses).
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as an agreement under seal as of the date
first written above.
TRICO MARINE OPERATORS, INC.
By: /s/ Victor M. Perez
____________________________
Name: Victor M. Perez
Title: Vice President
TRICO MARINE ASSETS, INC.
By: /s/ Victor M. Perez
___________________________
Name: Victor M. Perez
Title: Vice President
TRICO MARINE SERVICES, INC.
By: /s/ Victor M. Perez
___________________________
Name: Victor M. Perez
Title: Vice President
HOS MARINE PARTNERS, INC.
By: /s/ Victor M. Perez
___________________________
Name: Victor M. Perez
Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Victor Garcia
____________________________
Name: Victor Garcia
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ Bruce Ross
___________________________
Name: Bruce Ross
Title: Vice President
FIRST NATIONAL BANK
OF COMMERCE
By: /s/ J. Charles Freel, Jr.
___________________________
Name: J. Charles Freel, Jr.
Title Vice President
Exhibits and schedules are intentionally omitted but will be furnished to
the Commission upon Request.
