AMENDMENT NO. 1
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 (this "Amendment"), dated as of
August 26, 1996, 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"), 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 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 increase the
amounts of the Commitments of the Banks thereunder; 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;
NOW, THEREFORE, the Borrowers, the Parent, the Banks
and the Agent hereby agree as follows:
1. Defined Terms. 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.
2. Amendment of Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section
5 hereof, the Credit Agreement is hereby amended as follows:
2.1 The Credit Agreement is amended by deleting
Exhibit A attached thereto in its entirety and replacing it
with Exhibit A attached hereto.
2.2 The Credit Agreement is amended by deleting
Schedule 1.1 attached thereto in its entirety and replacing
it with Schedule 1.1 attached hereto.
3. 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 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.
4. Affirmation of Borrowers and the Parent. (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 and all other amounts due under the
Notes 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 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.
(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.
5. Conditions to Effectiveness. This Amendment shall
be effective as of August 26, 1996, 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, 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 Affirmation Agreement in respect of the
Parent Guaranty, the HOS Guaranty, the HOS Security
Agreement, and the Security Agreement, executed by the
Borrowers, HOS, the Parent and the Agent;
(d) an Amendment fee in the amount of $12,500
payable to the Agent for the pro-rata accounts of the Banks;
(e) (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, with respect to
the amendments to each of the U.S. Vessel Mortgage and the
HOS Vessel Mortgage only, the requirements of this Section
5(e) 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 U.S. Vessel Mortgage
and the HOS Vessel Mortgage no later than September 6, 1996;
(f) 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, Carrerre & Xxxxxxx, L.L.P., counsel to
the Parent, the Borrowers, and HOS;
(g) evidence satisfactory to the Banks and the
Agent that all requisite corporate approval of the
transactions contemplated hereby have 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
(h) any other document or instrument the Agent
and the Banks may reasonably request.
6. 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 Banks and the Agent, on demand by the Banks
and the Agent, all reasonable out-of-pocket costs and
expenses incurred or sustained by such Persons in connection
with the preparation of this Amendment (including reasonable
legal fees).
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/ Xxxxxx X. Xxxxx
____________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
TRICO MARINE ASSETS, INC.
By: /s/ Xxxxxx X. Xxxxx
___________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
TRICO MARINE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
___________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Xxxxxx Xxxxxx
____________________________
Name: Xxxxxx Xxxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxxx, Xx.
___________________________
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Vice President
FIRST NATIONAL BANK
OF COMMERCE
By: /s/ J. Xxxxxxx Xxxxx, Xx.
___________________________
Name: J. Xxxxxxx Xxxxx, Xx.
Title: Vice President
