SECOND AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.5

EXECUTION COPY

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second 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 (“Intermediate Holdco”), TRICO SHIPPING AS, a limited company organized under the laws of Norway (“Trico Shipping”), TRICO SUBSEA AS, a limited company organized under the laws of Norway and a 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 Shipping, Intermediate Holdco, Holdings, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of April 24, 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 Second 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:

I. Amendments to Credit Agreement.

1.           Section 10.01(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)” and (ii) deleting the reference to “$50,000,000” contained therein and replacing it with “NOK 82,000,000” in lieu thereof.

II.  Miscellaneous Provisions.

1.           In order to induce the Lenders to enter into this Second 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 item 1 in Section I above, no Default or Event of Default exists as of the Effective Date (as defined herein) before giving effect to this Second Amendment, (ii) no Default or Event of Default exists as of the Effective Date (as defined herein) after giving effect to this Second 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 Second 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.           The Credit Agreement is modified only by the express provisions of this Second Amendment and this Second 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.

3.           This Second 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.

4.           THIS SECOND 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.

5.           This Second 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).

6.           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, and the amendments set forth herein shall apply retroactively as of September 30, 2008.

*        *        *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.

	TRICO SUPPLY AS
	By:	/s/ Xxxxx Xxxxx
		Name:  Xxxxx Xxxxx
		Title:    Director
	TRICO SUBSEA HOLDING AS
	By:	/s/ Xxxxx Xxxxx
		Name:  Xxxxx Xxxxx
		Title:    Director
	TRICO SUBSEA AS
	By:	/s/ Xxxxx Xxxxx
		Name:  Xxxxx Xxxxx
		Title:    Director
	TRICO SHIPPING AS
	By:	/s/ Xxxxx Xxxx
		Name:  Xxxxx Xxxx
		Title:    CEO

signature page to Second Amendment Trico $100MM Credit Agreement

	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
		Individually and as Administrative Agent
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Senior Vice President
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Assistant Vice President

signature page to Second Amendment Trico $100MM Credit Agreement

	SIGNATURE PAGE TO THE SECOND 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
	NAME OF INSTITUTION:
	NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Senior Vice President
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Assistant Vice President

signature page to Second Amendment Trico $100MM Credit Agreement

	SIGNATURE PAGE TO THE SECOND 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
	NAME OF INSTITUTION:
	BAYERISCHE HYPO-UND VEREINSBANK AG
	By:	/s/ Xxxxxx Somitsch
		Name:  Xxxxxx Somitsch
		Title:    Vice President
	By:	/s/ Xxxxx Xxxxxxxx-Xxxxxx
		Name:  Xxxxx Xxxxxxxx-Xxxxxx
		Title:    Credit Analyst

signature page to Second Amendment Trico $100MM Credit Agreement