FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (hereinafter called this "AMENDMENT") is entered into effective
as of August 11, 2000 (the "EFFECTIVE DATE"), among (a) TRICO MARINE
OPERATORS, INC. ("MARINE OPERATORS"), a Louisiana corporation, TRICO MARINE
ASSETS, INC. ("MARINE ASSETS"), a Delaware corporation (each of Marine
Operators and Marine Assets a "BORROWER" and, collectively "BORROWERS"),
(b) TRICO MARINE SERVICES, INC. ("PARENT"), a Delaware corporation, (c) the
financial institutions listed on SCHEDULE 1.1 of the Agreement (hereinafter
described) and such other financial institutions as may become parties to
the Agreement from time to time (individually a "BANK" and collectively the
"BANKS"), (d) WELLS FARGO BANK, N.A., as issuing bank ("ISSUING BANK"), and
(e) WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION (successor by
consolidation to Wells Fargo Bank (Texas), National Association), as
administrative agent for itself, the Issuing Bank and such financial
institutions ("ADMINISTRATIVE AGENT"), CHRISTIANIA BANK OG KREDITKASSE ASA,
New York Branch, as documentation agent for itself and such financial
institutions ("DOCUMENTATION AGENT") (collectively "AGENTS" and/or
"ARRANGERS").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, the
Documentation Agent and the Administrative Agent entered into a Third
Amended and Restated Revolving Credit Agreement dated as of July 19, 1999
(hereinafter called the " RESTATED AGREEMENT"), whereby, upon the terms and
conditions therein stated, the Banks and the Issuing Bank agreed to make
available to the Borrowers a credit facility upon the terms and conditions
set forth in the Agreement; and
WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, the
Documentation Agent and the Administrative Agent entered into (i) a First
Amendment to Third Amended and Restated Revolving Credit Agreement dated as
of September 30, 1999 (the "FIRST AMENDMENT"), (ii) a Second Amendment to
Third Amended and Restated Revolving Credit Agreement dated as of December
31, 1999 (the "SECOND AMENDMENT"), (iii) a Third Amendment to Third Amended
and Restated Revolving Credit Agreement dated as of March 31, 2000 (the
"THIRD AMENDMENT"), and (iv) a Limited Waiver and Consent dated June 16,
2000 (the "CONSENT"); and
WHEREAS, the Restated Agreement, as amended by the First Amendment,
Second Amendment, Third Amendment, and Consent is hereinafter called the
"AGREEMENT"; and
WHEREAS, the Company has requested that the Banks, the Issuing Bank
and the Agents agree to certain amendments to the Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the parties to this Amendment hereby agree as
follows:
SECTION 1. TERMS DEFINED IN AGREEMENT. As used in this Amendment,
except as may otherwise be provided herein, all capitalized terms which are
defined in the Agreement shall have the same meaning herein as therein, all
of such terms and their definitions being incorporated herein by reference.
SECTION 2. AMENDMENTS TO AGREEMENT. The Agreement hereby is amended
as follows:
(a) SECTION 1.1 of the Agreement hereby is amended by adding the
following definition thereto in alphabetical order:
"NON-REDEEMABLE COMMON STOCK. Common stock issued by Parent provided
that neither Parent or any Affiliate of Parent has any obligation to
redeem or purchase such stock or to exchange such stock for, or
convert such stock to, whether such obligation arises pursuant to the
terms of such stock or of any agreement relating hereto or otherwise
and whether or not such obligation exists in all circumstances or only
upon the occurrence of a particular event or condition or upon the
passage of time or otherwise."
(b) SECTION 1.1 of the Agreement hereby is further amended by
deleting the definition of "Pricing Grid" therefrom and substituting the
following definition in lieu thereof:
"PRICING GRID. The annualized rates (stated in terms of basis
points ("bps")) set forth below for the Applicable Margin and
Commitment Fee based upon the Leverage Ratio computed at the end
of the immediately preceding quarter and the Usage (defined
below) as follows:
<TABLE>
<CAPTION>
LEVEL Leverage Ratio BASE RATE LOAN EUROCURRENCY RATE COMMITMENT
(BPS) LOAN (BPS) FEE (BPS)
<S> <C> <C> <C> <C>
I less than 1.75x 25.0 125.0 25.0
II 1.75x or more but less 25.0 150.0 25.0
than 2.25x
III 2.25x or more but less 37.5 175.0 37.5
than 2.75x
IV 2.75x or more but less 37.5 200.0 37.5
than 3.25x
V 3.25x or more but less 50.0 225.0 50.0
than 4.50x
VI 4.50x or more but less 50.0 250.0 50.0
than 6.00x
VII 6.00x or greater 75.0 300.0 50.0
</TABLE>
The Applicable Margin and the Commitment Fee shall be determined
for each period commencing on an Adjustment Date through the date
immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin or Commitment Fee, as
applicable, shall be the applicable percentage set forth on the
Pricing Grid with respect to the Leverage Ratio, calculated on a
Pro Forma Basis, if applicable, as of the end of the fiscal
quarter of the Borrowers immediately preceding the date of the
Compliance Certificate relating to such Adjustment Date. If the
Borrower shall fail to deliver any Compliance Certificate
pursuant to <section>8.4(c) hereof, then, for the period
commencing on the date such Compliance Certificate was due
pursuant to <section>8.4(c) through the Adjustment Date
immediately following the date on which such Compliance
Certificate is delivered, the Applicable Margin and the
Commitment Fee shall be that corresponding to Level VII of the
Pricing Grid. Notwithstanding the foregoing, the Applicable
Margin and Commitment Fee shall be set at Level VII from the
Closing Date until the first Adjustment Date occurring after the
Closing Date."
(b) Effective as of June 30, 2000, SECTION 8.4 of the Agreement
hereby is amended by deleting SUBSECTION 8.4(F) therefrom and substituting
the following SUBSECTION 8.4(F) in lieu thereof:
"(f) on January 31 of each calendar year, or more frequently as
determined by the Majority Banks, the Borrowers will, at their
own expense, obtain and deliver to the Administrative Agent and
the Banks appraisal reports in form and substance and from
appraisers reasonably satisfactory to the Administrative Agent
(each such report herein, an "Appraisal"), stating the then
current fair market values of the Vessels subject to a Vessel
Mortgage, PROVIDED, THAT, (i) the Administrative Agent may, upon
notice to the Borrowers, obtain such Appraisals and the cost of
such Appraisals shall be paid by the Borrowers and (ii) unless a
Default or Event of Default shall have occurred and be
continuing, the Borrowers shall not be obligated to pay for more
than two Appraisals during any one calendar year; and"
(c) SECTION 9.1(F) of the Agreement hereby is amended by
deleting SUBSECTION 9.1(F)(V) therefrom and substituting the following
SUBSECTION 9.1(F)(V) in lieu thereof:
"(v) such Indebtedness is on terms and conditions (including,
without limitation, terms relating to interest rate, covenants,
defaults, mandatory prepayments and the ability of such
Subsidiary to make dividends or loans to the Parent or the
Borrowers) not materially more onerous to the Parent, the
Borrower or such Subsidiary than the Indebtedness set forth on
SCHEDULE 9.1 being refinanced, PROVIDED, HOWEVER, the interest
rate, prepayment and repayment provisions and covenants of
Indebtedness set forth on SCHEDULE 9.1 owed by any Norwegian
Subsidiary may be modified so long as (A) the ability of Trico
Shipping and any other Norwegian Subsidiary to make dividends,
distributions or loans to Parent or Borrowers is not more onerous
than that with respect to the Indebtedness set forth on SCHEDULE
9.1 owed by the Norwegian Subsidiaries, and (B) such Indebtedness
is not guaranteed by Parent, Borrowers or any other Subsidiary of
Parent (other than Trico Supply) and none of Parent, Borrowers or
any other Subsidiary of Parent (other than Trico Shipping and
Trico Supply) has any liability or obligation with respect
thereto,"
(d) SECTION 9.2 of the Agreement hereby is amended by deleting
SUBSECTION 9.2(X), therefrom and substituting the following SUBSECTION
9.2(X) in lieu thereof:
"(x) liens on Property owned by the Norwegian Subsidiaries
securing Indebtedness under the loan agreement dated June 23,
1998 and the loan agreement dated April 18, 2000 set forth on
SCHEDULE 9.1 (including any refinancings thereof permitted under
SECTION 9.1(F))."
(e) SECTION 9.5.2 of the Agreement hereby is amended by deleting
SUBSECTIONS 9.5.2(II) and 9.5.2 (IV) therefrom and substituting the
following SUBSECTIONS 9.5.2(II) and 9.5.2 (IV) in lieu thereof:
"(ii) the aggregate fair market value of all such assets sold or
otherwise disposed of by the Borrowers or Parent shall not exceed
an amount equal to $3,000,000 in any single transaction or
$10,000,000 in the aggregate during the term of this Agreement,
PROVIDED, HOWEVER, the fair market value of all assets sold or
otherwise disposed of by the Norwegian Subsidiaries shall not be
included for purposes of determining the aggregate fair market
value of assets sold or otherwise disposed of pursuant to this
subsection (ii); and"
"(iv) the Borrowers shall use the net proceeds of such sale or
disposition (excluding the net proceeds of any sale or disposition of
assets owned by the Norwegian Subsidiaries) to prepay the principal
balance of the Loans, unpaid Reimbursement Obligations and
Reimbursement Obligations in the order and in the manner set forth in
SECTION 2.13 hereof if such disposition of assets would otherwise
result in a violation of SECTION 10.4 hereof."
(f) SECTION 9.15 of the Agreement hereby is amended by deleting
the period (".") at the end of SECTION 9.15 and substituting the following
in lieu thereof:
", PROVIDED, HOWEVER, so long as no Default or Event of Default
shall then exist or will result therefrom, the Parent may prepay
the Senior Notes with net cash proceeds from the issuance of Non-
Redeemable Common Stock or the redemption of the Senior Notes in
exchange for Non-Redeemable Common Stock."
(g) Effective as of June 30, 2000, SECTION 10.6 of the Agreement
hereby is deleted therefrom in its entirety.
(h) SCHEDULE 1.1 to the Agreement hereby is amended by deleting
SCHEDULE 1.1 therefrom and substituting SCHEDULE 1.1 hereto attached in
lieu thereof.
(i) SCHEDULE 9.1 to the Agreement hereby is amended by adding
the Indebtedness described on SCHEDULE 9.1 hereto attached thereto.
SECTION 3. ASSIGNMENT, ASSUMPTION AND COMMITMENT REDUCTION.
(a) (i) Before giving effect to this Amendment, the Commitment,
outstanding Loans, risk relating to outstanding Letters of Credit and
Commitment Percentage of each of the Banks, respectively, are set forth on
SCHEDULE 3(A)(I) attached hereto. With effect on and after the Effective
Date, Hibernia National Bank (the "ASSIGNOR") hereby sells, transfers and
assigns to each of the other Banks (each an "ASSIGNEE" collectively, the
"ASSIGNEES") in equal percentage shares, without representation, warranty
or recourse (except as expressly provided in this SECTION 3), and the
Assignees hereby purchase, assume and undertake from the Assignor, one
hundred percent (100%) of the Assignor's Commitment Percentage, the
outstanding Loans owing to the Assignor, the Assignor's risk relating to
Letters of Credit and all related rights, benefits, obligations,
liabilities, security interests, liens and indemnities of the Assignor
under and in connection with the Agreement and the other Loan Documents.
(ii) Simultaneously with the assignment described herein in
SUBSECTION 3(A)(I), the Total Commitment shall be reduced from $52,500,000
to $45,000,000.
(iii) After giving effect to this Amendment on the Effective
Date, the Commitment Percentage of the Assignor shall be 0% and the
Commitment, outstanding Loans, and risk relating to Letters of Credit,
Letter of Credit Applications relating thereto and Letter of Credit
Participations of the Assignor shall be $0. After giving effect to this
Amendment on the Effective Date, the Commitment Percentage, Commitment,
outstanding Loans, and risk relating to Letters of Credit, Letter of Credit
Applications and Letter of Credit Participations of each Assignee shall be
as set forth on SCHEDULE 3(A)(III) attached hereto.
(b) ASSIGNOR'S REPRESENTATIONS AND WARRANTIES. The Assignor (i)
represents and warrants that (A) it is legally authorized to enter into
this Agreement, and (B) as of the date hereof (and without giving effect to
assignments thereof which have not yet become effective), its Commitment,
share of outstanding Loans, participating interest in the risk relating to
any outstanding Letters of Credit and Commitment Percentage is as set forth
on SCHEDULE 3(A)(I) hereto attached, (ii) makes no representations or
warranties, express or implied, and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection
with the Agreement or any of the other Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of
the Agreement, any of the other Loan Documents or any other instrument or
document furnished pursuant thereto or the attachment, perfection or
priority of any security interest or mortgage, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder
free and clear of any claim or encumbrance created by it; (iii) makes no
representation or warranty and assumes no responsibility with respect to
the financial condition of the Parent, either of the Borrowers, any
Guarantor, or any of the Parent's other Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations, or
the performance or observance by the Parent, either of the Borrowers, any
Guarantor, or any of the Parent's other Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations or any
of its obligations under the Agreement or any of the other Loan Documents
or any other instrument or document delivered or executed pursuant thereto;
and (iv) agrees to deliver to the Borrowers, promptly after the Effective
Date, the Note delivered to it under the Agreement.
(c) ASSIGNEES' REPRESENTATIONS AND WARRANTIES. Each Assignee
represents and warrants that (i) it is duly and legally authorized to enter
into this Amendment, (ii) the execution, delivery and performance of this
Amendment do not conflict with any provision of law or of the charter or
by-laws of the Assignee, or of any agreement binding on the Assignee, and
(iii) all acts, conditions and things required to be done and performed and
to have occurred prior to the execution, delivery and performance of this
Amendment, and to render the same the legal, valid and binding obligation
of the Assignee, enforceable against it in accordance with its terms, have
been done and performed and have occurred in compliance with all applicable
laws.
(d) PARTIES TO CREDIT AGREEMENT. From and after the Effective
Date, the Assignor shall relinquish its rights and be released from its
obligations under the Agreement; PROVIDED, HOWEVER, that, notwithstanding
anything to the contrary contained herein, the provisions of SECTIONS 16
and 17 of the Agreement shall survive the Effective Date for the benefit of
the Assignor.
SECTION 4 CONDITIONS OF EFFECTIVENESS.
(a) The Administrative Agent, the Issuing Bank and the Banks
have relied upon the representations and warranties in this Amendment in
agreeing to the amendments to the Agreement set forth herein and the
amendments to the Agreement set forth herein are conditioned upon and
subject to the accuracy of each and every representation and warranty of
each of the Borrowers and the Parent made or referred to herein, and
performance by each of the Borrowers and the Parent of its obligations to
be performed under the Agreement on or before the date of this Amendment
(except to the extent amended herein).
(b) The amendments to the Agreement set forth herein are further
conditioned upon the Borrowers having paid all accrued and unpaid legal
fees and expenses referred to in SECTION 16 of the Agreement and SECTION 8
hereof.
(c) This Agreement shall be effective as of the date first
written above (provided that the amendments to Section 8.4 and Section 10.6
of the Agreement shall be effective as of June 30, 2000) when the
conditions in this SECTION 4 have been satisfied and when the
Administrative Agent shall have received (i) this Amendment, executed by
the Borrowers, the Parent and the Banks, and (ii) a favorable opinion
addressed to the Banks and the Administrative Agent, from Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel to the Borrowers
and the Parent.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS AND PARENT.
The Borrowers and Parent jointly and severally represent and warrant to the
Administrative Agent, the Issuing Bank and each Bank, with full knowledge
that the Administrative Agent, the Issuing Bank and each Bank is relying on
the following representations and warranties in executing this Amendment,
as follows:
(a) Each of the Borrowers and the Parent has corporate power and
authority to execute, deliver and perform this Amendment, and all corporate
action on the part of each of the Borrowers and the Parent requisite for
the due execution, delivery and performance of this Amendment has been duly
and effectively taken. Each of the undersigned officers of the Borrowers
and the Parent executing this Amendment represent and warrant that he has
full power and authority to execute and deliver this Amendment on behalf of
the Borrowers and the Parent respectively, that such execution and delivery
has been duly authorized by each respective Board of Directors and that the
resolutions previously delivered to the Administrative Agent on
February 15, 2000, in connection with the execution and delivery of the
Second Amendment are and remain in full force and effect and have not been
altered, amended, or repealed in anywise.
(b) The Agreement as amended by this Amendment and the Loan
Documents and each and every other document executed and delivered in
connection with this Amendment to which any of the Borrowers or the Parent,
or any Subsidiary thereof, is a party constitute the legal, valid and
binding obligations of such Person to the extent it is a party thereto,
enforceable against such Person in accordance with its respective terms.
(c) This Amendment does not and will not violate any provisions
of the articles or certificate of incorporation or bylaws of any of the
Borrowers or the Parent, or any contract, agreement, instrument or
requirement of any Governmental Authority to which any such Person is
subject. The execution of this Amendment by each of the Borrowers and the
Parent will not result in the creation or imposition of any lien upon any
properties of any of the Borrowers or the Parent, other than those
permitted by the Agreement and this Amendment.
(d) The execution, delivery and performance by each of the
Borrowers and the Parent of this Amendment do not require the consent or
approval of any other Person, including, without limitation, any regulatory
authority or governmental body of the United States of America or any state
thereof or any political subdivision of the United States of America or any
state thereof.
(e) The annual audited consolidated balance sheet of the Parent
and the Borrowers as of December 31, 1999, the related consolidated
statements of earnings, capital accounts, and cash flows for the quarter
then ended which have been furnished to the Administrative Agent, the
Issuing Bank and the Banks, fairly present the financial condition of the
Parent and the Borrowers as at such date and the results of the operations
of the Parent and the Borrowers for the periods ended on such date, all in
accordance with generally accepted accounting principles applied on a
consistent basis, and since December 31, 1999 there has been no material
adverse change in such condition or operations.
(f) Each of the Borrowers and the Parent has performed and
complied with all agreements and conditions contained in the Agreement
required to be performed or complied with by each such Person prior to or
at the time of delivery of this Amendment.
(g) No Default or Event of Default exists and, after giving
effect to this Amendment, no Default or Event of Default will exist and all
of the representations and warranties contained in the Agreement and all
instruments and documents executed pursuant thereto or contemplated thereby
are true and correct in all material respects on and as of this date.
(h) Nothing in this SECTION 5 of this Amendment is intended to
amend any of the representations or warranties contained in the Agreement
or of the Loan Documents to which any of the Borrowers or the Parent or any
Subsidiary thereof is a party.
SECTION 6. REFERENCE TO AND EFFECT ON THE AGREEMENT.
(a) Upon the effectiveness of SECTIONS 1, 2 and 3 hereof, on and
after the date hereof, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and be
a reference to the Agreement as amended hereby.
(b) Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
SECTION 7. NO WAIVER. Each of the Borrowers and the Parent agrees
that no Event of Default and no Default has been waived or remedied by the
execution of this Amendment by the Administrative Agent, the Issuing Bank
and the Banks and any such Default or Event or Default heretofore arising
and currently continuing shall continue after the execution and delivery
hereof.
SECTION 8. COST, EXPENSES AND TAXES. Each of the Borrowers and the
Parent agrees to pay on demand all reasonable costs and expenses of the
Administrative Agent, the Issuing Bank and the Banks in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, including
reasonable attorneys' fees and out-of-pocket expenses of the Administrative
Agent, the Issuing Bank and the Banks. In addition, each of the Borrowers
and the Parent shall pay any and all stamp and other taxes and fees payable
or determined to be payable in connection with the execution and delivery,
filing or recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save each of the
Administrative Agent, the Issuing Bank and the Banks harmless from and
against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes or fees.
SECTION 9. EXTENT OF AMENDMENTS. Except as otherwise expressly
provided herein, the Agreement and the other Loan Documents are not
amended, modified or affected by this Amendment. Each of the Borrowers and
the Parent ratifies and confirms that (a) except as expressly amended
hereby, all of the terms, conditions, covenants, representations,
warranties and all other provisions of the Agreement remain in full force
and effect, (b) each of the other Loan Documents are and remain in full
force and effect in accordance with their respective terms, and (c) the
Collateral is unimpaired by this Amendment.
SECTION 10. WAIVERS AND RELEASE OF CLAIMS. As additional
consideration for the execution, delivery, and performance of this
Amendment by the parties hereto and to induce each of the Administrative
Agent, the Issuing Bank and the Banks to enter into this Amendment, each of
the Borrowers and the Parent represents and warrants that none of the
Borrowers and the Parent know of any facts, events, statuses or conditions
which, either now or with the passage of time or the giving of notice, or
both, constitute or will constitute a basis for any claim or cause of
action against any of the Administrative Agent, the Issuing Bank and the
Banks or any defense, counterclaim or right of setoff to the payment or
performance of any obligations or indebtedness of any of the Borrowers or
the Parent to any of the Administrative Agent, the Issuing Bank or the
Banks, and in the event any such facts, events, statuses or conditions
exist or have existed, whether known or unknown, WHETHER DUE TO THE
ADMINISTRATIVE AGENT'S, THE ISSUING BANK'S OR ANY BANK'S, ANY OF THEIR
REPRESENTATIVE'S, AGENT'S, OFFICER'S, DIRECTOR'S, EMPLOYEE'S,
SHAREHOLDER'S, OR SUCCESSOR'S OR ASSIGN'S OWN NEGLIGENCE, each of the
Borrowers and the Parent for each of themselves, their respective
Subsidiaries, their respective representatives, agents, officers,
directors, employees, shareholders, and successors and assigns
(collectively called the "INDEMNIFYING PARTIES"), hereby fully, finally,
completely, generally and forever releases, discharges, acquits, and
relinquishes the Administrative Agent, the Issuing Bank and each Bank and
each of their respective representatives, agents, officers, directors,
employees, shareholders, and successors and assigns (collectively called
the "INDEMNIFIED PARTIES"), from any and all claims, actions, demands, and
causes of action of whatever kind or character, whether joint or several,
whether known or unknown, WHETHER DUE TO ANY OF THE INDEMNIFIED PARTIES'
OWN NEGLIGENCE, which may have arisen or accrued prior to the date of
execution of this Amendment, for any and all injuries, harm, damages,
penalties, costs, losses, expenses, attorneys' fees, and/or liabilities
whatsoever and whenever incurred or suffered by any of them, including,
without limitation, any claim, demand, action, damage, liability, loss,
cost, expense, and/or detriment, of any kind or character, growing out of
or in any way connected with or in any way resulting from any breach of any
duty of loyalty, fair dealing, care, fiduciary duty, or any other duty,
confidence, or commitment, undue influence, duress, economic coercion,
conflict of interest, negligence, bad faith, violations of the racketeer
influence and corrupt organizations act, intentional or negligent
infliction of distress or harm, tortious interference with contractual
relations, tortious interference with corporate governance or prospective
business advantage, breach of contract, failure to perform any obligation
under any of the Loan Documents, deceptive trade practices, libel, slander,
conspiracy, interference with business, usury, strict liability, lender
liability, breach of warranty or representation, fraud, or any other claim
or cause of action (herein being collectively referred to as "CLAIMS"). IT
IS EXPRESSLY AGREED THAT THE CLAIMS RELEASED HEREBY INCLUDE THOSE ARISING
FROM OR IN ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT,
ORDINARY, OR OTHERWISE), OR OTHER TORTIOUS CONDUCT OF ANY OF THE
INDEMNIFIED PARTIES (other than any claims arising solely out of an
Indemnified Party's willful misconduct or gross negligence).
Notwithstanding any provision of this Amendment or any other Loan Document,
this Section shall remain in full force and effect and shall survive the
delivery and payment of the Notes, this Amendment and the other Loan
Documents and the making, extension, renewal, modification, amendment or
restatement of any thereof.
SECTION 11. INDEMNIFICATION. As additional consideration to the
execution, delivery, and performance of this Amendment by the parties
hereto and to induce the Administrative Agent, the Issuing Bank and each
Bank to enter into this Amendment, the Indemnifying Parties hereby agree to
indemnify, hold harmless, and defend each of the Indemnified Parties from
and against any and all Claims of any nature or character, at law or in
equity, known or unknown, which may have arisen prior to the date hereof,
or accrued to, or could be claimed or asserted by, any third party prior to
the date hereof, INCLUDING WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF OR
IN ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY OR
OTHERWISE), OR OTHER TORTIOUS CONDUCT OF ANY OF THE INDEMNIFIED PARTIES
(other than any claims arising solely out of an Indemnified Party's willful
misconduct or gross negligence). Notwithstanding any provision of this
Amendment or any other Loan Document, this SECTION shall remain in full
force and effect and shall survive the delivery and payment of the Notes,
this Agreement and the other Loan Documents and the making, extension,
renewal, modification, amendment or restatement of any thereof.
SECTION 12. GRANT AND AFFIRMATION OF SECURITY INTEREST. Each of the
Borrowers and the Parent hereby grants a security interest in and lien on
the Collateral to secure payment and performance of the Notes and the
obligations described in the Agreement and all documents and instruments
executed in connection therewith and, each of the Borrowers and the Parent
hereby confirms and agrees that any and all liens, security interests and
other security or Collateral now or hereafter held by the Administrative
Agent for the benefit of, and as representative of, the Issuing Bank and
the Banks as security for payment and performance of the Obligations hereby
are renewed and carried forth to secure payment and performance of all of
the Obligations. The Security Documents are and remain legal, valid and
binding obligations of the parties thereto, enforceable in accordance with
their respective terms.
SECTION 13. GUARANTIES. The Parent hereby consents to and accepts the
terms and conditions of this Amendment, agrees to be bound by the terms and
conditions hereof and ratifies and confirms that its Guaranty, executed and
delivered to the Administrative Agent for the benefit of and as
representative of each of the Issuing Bank and the Banks on July 19, 1999,
guaranteeing payment of the Obligations, is and remains in full force and
effect and secures payment of the Obligations, including, among other
things, the Notes.
SECTION 14. EXECUTION AND COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed
counterpart of the signature page of this Amendment by facsimile shall be
equally as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 15. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas.
SECTION 16. HEADINGS. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part
of this Amendment for any other purpose.
SECTION 17. LOAN DOCUMENTS. This Amendment is a Loan Document.
SECTION 18. ARBITRATION. The parties agree to be bound by the terms
and provisions of the arbitration provisions set forth in SECTION 33 of the
Agreement.
SECTION 19. NO ORAL AGREEMENTS. THE AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized.
TRICO MARINE OPERATORS, INC, a
Louisiana corporation
By___________________________
Name:
Title:
TRICO MARINE ASSETS, INC., a
Delaware corporation
By____________________________
Name:
Title:
TRICO MARINE SERVICES, INC, a
Delaware corporation
By____________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION (successor by
consolidation to Wells Fargo Bank
(Texas), National Association),
individually and as Administrative
Agent
By________________________________
Name:
Title:
WELLS FARGO BANK, N.A., as Issuing
Bank
By________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH, individually
and as Documentation Agent
By________________________________
Name:
Title:
By________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
BANK ONE LOUISIANA, N.A.,
individually and as Syndication
Agent
By________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
HIBERNIA NATIONAL BANK
By_____________________________
Name:
Title:
SCHEDULE 3(A)(I)
<TABLE>
<CAPTION>
RISK
RELATING TO
OUTSTANDING
COMMITMENT OUTSTANDING LETTERS OF
BANK COMMITMENT PERCENTAGE LOANS CREDIT
<S> <C> <C> <C> <C>
WELLS FARGO BANK TEXAS, $15,000,000 28.5714% $0 $45,352.15
NATIONAL ASSOCIATION
(successor by consolidation
to Wells Fargo Bank (Texas),
National Association)
1000 Louisiana, 3rd Floor
Houston, TX 77002
Fax: (713) 739-1087
CHRISTIANIA BANK OG $15,000,000 28.5714% $0 $45,352.15
KREDITKASSE ASA,
NEW YORK BRANCH
11 W. 42nd Street, 7th Floor
New York, NY 10036
Fax: (212) 827-4888
BANK ONE LOUISIANA, N.A. $15,000,000 28.5714% $0 $45,352.15
201 St. Charles Avenue,
29th Floor
New Orleans, LA 70170
Fax: (504) 623-6555
HIBERNIA NATIONAL BANK $7,500,000 14.2858% $0 $22,676.23
313 Carondelet Street
New Orleans, LA 70130
Fax: (504) 533-5434
TOTAL $52,500,000 100.0% $0 $158,732.68
</TABLE>
Schedule 3(a)(iii)
SCHEDULE 3(A)(III)
<TABLE>
<CAPTION>
RISK
RELATING TO
OUTSTANDING
COMMITMENT OUTSTANDING LETTERS OF
BANK COMMITMENT PERCENTAGE LOANS CREDIT
<S> <C> <C> <C> <C>
WELLS FARGO BANK TEXAS, $15,000,000 33.3333% $0 $52,910.89
NATIONAL ASSOCIATION
(successor by consolidation
to Wells Fargo Bank (Texas),
National Association)
1000 Louisiana, 3rd Floor
Houston, TX 77002
Fax: (713) 739-1087
CHRISTIANIA BANK OG $15,000,000 33.3333% $0 $52,910.89
KREDITKASSE ASA,
NEW YORK BRANCH
11 W. 42nd Street, 7th Floor
New York, NY 10036
Fax: (212) 827-4888
BANK ONE LOUISIANA, N.A. $15,000,000 33.3333% $0 $52,910.90
201 St. Charles Avenue,
29th Floor
New Orleans, LA 70170
Fax: (504) 623-6555
TOTAL $45,000,000 100.0% $0 $158,732.68
</TABLE>
Schedule 3(a)(iii)
SCHEDULE 1.1
<TABLE>
<CAPTION>
BANK COMMITMENT PERCENTAGE
<S> <C> <C>
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION
(successor by consolidation to Wells Fargo Bank $15,000,000 33.3333%
(Texas), National Association)
1000 Louisiana, 3rd Floor
Houston, TX 77002
Fax: (713) 739-1087
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH $15,000,000 33.3333%
11 W. 42nd Street, 7th Floor
New York, NY 10036
Fax: (212) 827-4888
BANK ONE LOUISIANA, N.A.
$15,000,000 33.3333%
201 St. Charles Avenue, 29th Floor
New Orleans, LA 70170
Fax: (504) 623-6555
TOTAL $45,000,000.00 100.0%
</TABLE>
Address for Notices to Issuing Bank:
Wells Fargo Bank, N.A.
1000 Louisiana, Third Floor
Houston, Texas 77002
Attn: Frank Schageman, Vice President
Schedule 1.1
SCHEDULE 9.1
EXISTING INDEBTEDNESS
<TABLE>
<CAPTION>
Original Principal
Amount/Maximum Outstanding
Description Obligor(s) Commitment Principal Interest Rate Maturity Date
----------- ---------- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Loan Agreement Borrower: NOK125,000,000 NOK125,000,000 NIBOR + 1.1% June 30, 2003
dated April 18, Trico Shipping AS
2000, between
Trico Shipping
AS, the banks
and financial Grantor:
institutions a Trico Supply, AS
party thereto
and Den norske
Bank ASA (as
Agent)
</TABLE>
Schedule 9.1
