AMENDMENT NO. 2
to that certain
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 (this "Amendment"), dated as of March 31, 1999, is by
and among (a) 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"), (b)
TRICO MARINE SERVICES, INC. (the "Parent"), (c) BANKBOSTON, N.A. and the other
lending institutions party to the Credit Agreement referred to below
(collectively, the "Banks"), and (d) BANKBOSTON, N.A. as agent for the Banks
(the "Agent").
WHEREAS, the Borrowers, the Parent, the Banks and the Agent are parties to
that certain Second Amended and Restated Revolving Credit Agreement, dated as
of March 13, 1998 (as amended, restated, modified or supplemented and in effect
from time to time, the "Credit Agreement"), pursuant to which the Banks and the
Agent 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; 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;
and
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, 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 DEFINITIONS.
(a) The definition of "Applicable Margin" set forth in 1.1 of the
Credit Agreement is hereby amended by deleting the table set forth in such
definition and substituting in lieu thereof the following new table:
BASE EUROCURRENCY
LEVEL LEVERAGE RATIO RATE LOANS RATE LOANS
I Greater than 4.00 to 1.00 0.75% 2.50%
II Less than or equal to 4.00 to 0.50% 1.50%
1.00
(b) The definition of "Commitment Fee Rate" set forth in Section 1.1 of
the Credit Agreement is hereby amended by deleting the table set forth in such
definition and substituting in lieu thereof the following new table:
LEVEL LEVERAGE RATIO COMMITMENT FEE
I Greater than 4.00 to 1.00 0.50%
II Less than or equal to 4.00 to 1.00 0.50%
(c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Available Commitment" set forth therein in its
entirety.
1.2 COMMITMENT TO LEND. Section 2.1 of the Credit Agreement is
hereby amended by deleting the words "Available Commitment" occurring in the
twelfth line thereof and substituting in lieu thereof the words "Total
Commitment".
1.3. MANDATORY REPAYMENTS OF LOANS. Section 2.13 of the Credit
Agreement is hereby amended by deleting the words "Available Commitment"
occurring in the third line thereof and substituting in lieu thereof the words
"Total Commitment".
1.4. COMMITMENT TO ISSUE LETTERS OF CREDIT. Section 3.1.1. of
the Credit Agreement is hereby amended by deleting the words "Available
Commitment" occurring in the seventeenth line thereof and substituting in lieu
thereof the words "Total Commitment".
1.5. LEVERAGE RATIO. Section 10.2 of the Credit Agreement is
hereby amended by deleting the table set forth in such section and substituting
in lieu thereof the following new table:
PERIOD LEVERAGE RATIO
10/1/98 through 4.10:1.0
12/31/98
1/1/99 through
3/31/99 5.50:1.0
4/1/99 through
6/30/99 5.90:1.0
7/1/99 through
9/30/99 6.00:1.0
10/1/99 through 5.90:1.0
12/31/99
1/1/00 through
6/30/00 5.50:1.0
7/1/00 through
12/31/00 4.75:1.0
1/1/01 and at all times
thereafter 3.50:1.0
1.6. Minimum Mortgaged Vessel Value. Section 10.4 of the Credit
Agreement is hereby amended by deleting the percentage "175%" set forth in the
sixth line thereof and substituting in lieu thereof the percentage "200%".
1.7. Schedule 1.1. The Credit Agreement is hereby further
amended by deleting Schedule 1.1 thereto and substituting in lieu thereof
Schedule 1.1 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. After giving effect to
this Amendment, no Default or Event of Default exists under the Credit
Agreement or any other Loan Document.
(d) Receipt of Equity Proceeds. The Parent has received from the
sale of its common stock equity interests gross proceeds of not less than
$25,000,000, less commissions, fees, and expenses directly associated with such
sale.
3. Affirmation of Borrowers and the Parent. (a) Each of the
Borrowers hereby affirms its absolute and unconditional promise to pay to each
Bank and the Agent such Borrower's respective Obligations due under the Notes,
the Credit Agreement as amended hereby, and the other Loan Documents, 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 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
Guaranties to the term "Credit Agreement" shall hereafter refer to the Credit
Agreement as amended hereby.
4. Conditions to Effectiveness. Subject to the immediately
succeeding sentence, this Amendment shall be effective as of the date hereof;
provided that 1.1(a), 1.1(b), and 1.6 hereof shall be
effective as of May __, 1999. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent (each of the
following to be in form and substance satisfactory to the Agent):
(i) receipt by the Agent of an original counterpart signature to this
Amendment, duly executed and delivered by the Borrowers, the Parent, the Banks
and the Agent;
(ii) receipt by the Agent of appropriate corporate authority
documentation for the Borrowers and the Parent, including copies (to the extent
not already furnished to the Agent) of each such Person's organizational
documents, bylaws, if any, and resolutions authorizing the transactions
contemplated by this Amendment;
(iii) receipt by the Agent, for the pro rata account of each Bank, of an
amendment fee in an amount for each such Bank equal to one-eighth of one
percent (0.125%) of such Bank's Commitment;
(iv) the representations and warranties of the Parent and each of the
Borrowers set forth in Section 2 hereof shall be true and correct in all
material respects; and
(v) payment by the Borrowers of all outstanding legal, appraisal, and
out-of-pocket fees and expenses of the Agent and the Agent's special counsel,
including any prior expenses which have not yet been paid.
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:____________________________
Name:
Title:
TRICO MARINE ASSETS, INC.
By:___________________________
Name:
Title:
TRICO MARINE SERVICES, INC.
By:___________________________
Name:
Title:
BANKBOSTON, N.A., individually
and as Agent
By:____________________________
Name:
Title:
BNY FINANCIAL CORPORATION
By:____________________________
Name:
Title:
BANK OF SCOTLAND
By:____________________________
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
FIRST UNION NATIONAL BANK (as
successor to CORESTATES BANK,
N.A.)
By:____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:____________________________
Name:
Title:
BANK ONE, LOUISIANA, NA (as
successor to FIRST NATIONAL BANK
OF COMMERCE)
By:____________________________
Name:
Title:
THE FUJI BANK, LIMITED
By:____________________________
Name:
Title:
HIBERNIA NATIONAL BANK
By:____________________________
Name:
Title:
MEESPIERSON CAPITAL CORP.
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK (TEXAS) N. A.
By:____________________________
Name:
Title:
