FIRST AMENDMENT TO CREDIT AGREEMENT
EXHIBIT
10.7
EXECUTION
COPY
FIRST AMENDMENT TO CREDIT
AGREEMENT
FIRST
AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”),
dated as of November 3, 2008 (the “Amendment Date”), by
and among TRICO SUPPLY AS, a limited company organized under the laws of Norway
(“Holdings”),
TRICO SUBSEA HOLDING AS, a limited company organized under the laws of Norway
(“Trico Subsea
Holding”), TRICO SUBSEA AS, a limited company organized under the laws of
Norway (“Trico
Subsea”), TRICO SHIPPING AS, a limited company organized under the laws
of Norway and wholly-owned Subsidiary of Holdings (“the Borrower”), the
Lenders party hereto (each, a “Lender” and,
collectively, the “Lenders”) and NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the “Administrative
Agent”). Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H
:
WHEREAS,
the Borrower, Trico Subsea, Trico Subsea Holding, Holdings, the Lenders from
time to time party thereto, and the Administrative Agent are parties to a Credit
Agreement, dated as of May 14, 2008 (as amended, modified and/or supplemented
to, but not including, the date hereof, the “Credit
Agreement”);
WHEREAS,
subject to the terms and conditions of this First Amendment, the parties hereto
wish to amend certain provisions of the Credit Agreement as herein provided and
the parties hereby acknowledge and agree that the amendments set forth below
shall apply retroactively as of September 30, 2008 (the “Effective
Date”);
NOW,
THEREFORE, it is agreed:
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I.
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Amendments to Credit
Agreement.
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1. The
definition of “Free Liquidity” in Section 1 is hereby amended by deleting the
reference to “the Borrower” contained therein and replacing it with “Holdings”
in lieu thereof.
2. Section
9.01(vii) of the Credit Agreement is hereby amended by (i) deleting the
reference to “August 1, 2008” contained therein and replacing it with “December
31, 2008 (or such later date as may be acceptable to the Administrative Agent)”
in lieu thereof and (ii) deleting the reference to “$50,000,000” contained
therein and replacing it with “NOK 82,000,000” in lieu thereof.
3. Section
9.08 of the Credit Agreement is hereby amended by deleting the reference to “The
Borrower” contained therein and replacing it with “Holdings” in lieu
thereof.
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II.
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Miscellaneous
Provisions.
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1. In
order to induce the Lenders to enter into this First Amendment, the Borrower
hereby represents and warrants that (i) other than with respect to a Default or
Event of Default in relation to matters concerning items 1 through 3 in Section
I above, no Default or Event of Default exists as of the Effective Date (as
defined herein) before giving effect to this First Amendment, (ii) no Default or
Event of Default exists as of the Effective Date (as defined herein) after
giving effect to this First Amendment and (iii) all of the representations and
warranties contained in the Credit Agreement or the other Credit Documents are
true and correct in all material respects on the Effective Date both before and
after giving effect to this First Amendment, with the same effect as though such
representations and warranties had been made on and as of the Effective Date (it
being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific
date).
2. This
First Amendment shall be effective provided that neither Holdings nor its
Subsidiaries shall make any further drawings under the Carnegie Loan
Agreement
3. The
Credit Agreement is modified only by the express provisions of this First
Amendment and this First Amendment shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any other
Credit Document except as specifically set forth herein.
4. This
First Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative
Agent.
5. THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
6. This
First Amendment shall become effective on the Amendment Date (and the amendments
and other modifications set forth herein shall apply retroactively as of the
Effective Date) when the Borrower, each other Credit Party and the Required
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile or other
electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yip (facsimile number:
000-000-0000 / email: xxxx@xxxxxxxxx.xxx).
7. From
and after the Amendment Date, all references in the Credit Agreement and each of
the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement, as modified hereby.
* * *
IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this First Amendment as of the date first above
written.
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TRICO
SUPPLY AS
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By:
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/s/ Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
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Title: Director
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TRICO
SUBSEA HOLDING AS
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By:
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/s/ Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
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Title: Director
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TRICO
SUBSEA AS
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By:
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/s/ Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
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Title: Director
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TRICO
SHIPPING AS
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By:
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/s/ Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: CEO
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signature
page to First Amendment Trico $200MM Credit Agreement
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NORDEA
BANK FINLAND PLC, NEW YORK BRANCH,
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Individually
and as Administrative Agent
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By:
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/s/ Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title: Senior
Vice President
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title: Assistant
Vice President
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signature
page to First Amendment Trico $200MM Credit Agreement
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SIGNATURE
PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST
DATE WRITTEN ABOVE, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO
SUBSEA AS, TRICO SHIPPING AS, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT
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NAME
OF INSTITUTION:
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NORDEA
BANK NORGE ASA, CAYMAN ISLANDS BRANCH
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By:
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/s/ Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title: Senior
Vice President
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title: Assistant
Vice
President
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signature
page to First Amendment Trico $200MM Credit Agreement
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SIGNATURE
PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST
DATE WRITTEN ABOVE, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO
SUBSEA AS, TRICO SHIPPING AS, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT
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NAME
OF INSTITUTION:
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BAYERISCHE
HYPO-UND VEREINSBANK AG
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By:
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/s/ Xxxxxxx Somitsch
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Name: Xxxxxxx
Somitsch
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Title: Vice
President
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By:
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/s/ Xxxxx
Xxxxxxxx-Xxxxxx
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Name: Xxxxx
Xxxxxxxx-Xxxxxx
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Title: Credit
Analyst
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signature
page to First Amendment Trico $200MM Credit Agreement
