EXHIBIT 10.2
AMENDMENT NO. 5
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 5 (this "Amendment"), dated as of July
16, 1997, 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"), BANKBOSTON, N.A. (f/k/a 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 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 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 and to otherwise
extend credit to the Borrowers; and
WHEREAS, the Borrowers and the Parent have informed the
Banks and the Agent that (i) they intend to acquire selected
assets of ▇▇▇▇ Candies, Inc. (the "Acquisition") and to finance
the Acquisition with the proceeds of the issuance of up to
$110,000,000 in Senior Notes of the Parent (the "Senior Notes")
and (ii) the obligations of the Parent under the Senior Notes
shall be guaranteed by the Borrowers; and
WHEREAS, the Borrowers and the Parent have informed the
Banks and the Agent that HOS Marine Partners, Inc. ("HOS") has
been merged into Marine Assets, with Marine Assets being the
surviving corporation of such merger (the "HOS Merger");
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;
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:
Section 1. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 4
hereof, the Credit Agreement is hereby amended as follows:
Section 1.1 Definitions. Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) by adding the following new definitions thereto in
the correct alphabetical sequence:
Adjustment Date. The first day of the month
immediately following the month in which a Compliance
Certificate is delivered by the Borrowers pursuant to
Section 8.4(c) hereof.
Applicable Margin. (a) With respect to any Base Rate
Loan and any Eurodollar Rate Loan, and 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 shall be
the applicable margin per annum set forth below
corresponding to the ratio of (i) consolidated Funded Debt
of the Parent and its Subsidiaries, determined at the end
of the fiscal quarter of the Parent ending immediately
prior to the applicable Adjustment Date to (ii)
Consolidated EBITDA of the Parent and its Subsidiaries for
the period of four (4) consecutive fiscal quarters of the
Parent ending immediately prior to the applicable
Adjustment Date:
Level Ratio of Base Eurodollar
consolidated Funded Rate Loans Rate Loans
Debt / Consolidated
EBITDA
===== =================== ========== ==========
I greater than or equal 0.50% 1.75%
to 2.5:1.0
II greater than or equal 0.25% 1.50%
to 2.0:1.0 and less
than 2.5:1.0
III greater than or equal 0% 1.25%
to 1.5:1.0 and less than
2.0:1.0
IV greater than or equal 0% 1.0%
to 1.0:1.0 and less than
1.5:1.0
V less than 1.0:1.0 0% .75%
(b) Notwithstanding the foregoing, the Applicable Margin for each Loan
shall not be lower than the Applicable Margin for Level II set forth in the
table above until the Adjustment Date next following the delivery to the Banks
of the financial statements of the Parent and its Subsidiaries (and the
corresponding Compliance Certificate relating thereto) for the fiscal year of
the Borrowers ending on December 31, 1997.
(c) If the Borrowers 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 for each Loan shall be that
corresponding to Level I in the table above.
Consolidated EBITDA. For any period, the consolidated Net Income of the
Parent and its Subsidiaries for such period, after all expenses and other
proper charges, but before payment or provision for any income taxes, interest
expense, depreciation or amortization for such period, determined on a
consolidated basis for such Persons in accordance with generally accepted
accounting principles.
Ineligible Securities. Securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1993 (12 U.S.C. Section 24, Seventh), as amended.
Section 20 Subsidiary. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.
Senior Notes. The Senior Notes due 2005 of the Parent, in an aggregate
principal amount not to exceed $110,000,000, guaranteed by the Borrowers and
issued pursuant to such documentation as shall have been previously delivered
to, and approved by, the Agent.
Tangible Asset Amount. With respect to any Person, an amount equal to the
total book value all assets of such Person minus the total book value of all
assets of such Person properly classified as intangible assets under generally
accepted accounting principles.
(b) by deleting the definition of "Maturity Date" set forth therein in its
entirety and substituting in lieu thereof the following new definition:
Maturity Date. July 31, 2003.
(c) by deleting the definition of "Term Out Date" set forth therein in its
entirety and substituting in lieu thereof the following new definition:
Term Out Date. July 31, 1999.
Section 1.2 Interest On Loans. Section 2.5 of the Credit Agreement is
hereby amended by deleting paragraphs (a) and (b) of such Section and replacing
them with, respectively, paragraphs (a) and (b) set forth below:
(a) Each Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the Base
Rate plus the Applicable Margin then applicable to Base Rate Loans. Any change
in the interest rate resulting from a change in the Base Rate is to be
effective at the beginning of the day of such change in the Base Rate. The
Agent will give the Banks and the Borrowers prompt notice in writing of any
change in the Base Rate.
(b) Each Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the
Eurodollar Rate plus the Applicable Margin then applicable to Eurodollar Rate
Loans.
Section 1.3 Repayment of the Principal of Term Loan. Section 3A.3 of
the Credit Agreement is hereby amended by deleting the text "December 31, 1998"
occurring in the third line of such Section and substituting in lieu thereof
the text "September 30, 1999".
Section 1.4 Interest on Term Loan. Section 3A.5(a) of the Credit Agreement
is hereby amended by deleting clauses (i) and (ii) of such Section and
replacing them with, respectively, clauses (i) and (ii) set forth below:
(i) To the extent that all or any portion of the Term Loan is a Base Rate
Loan, the Term Loan or such portion shall bear interest during such Interest
Period at the rate per annum equal to the Base Rate plus the Applicable Margin
then applicable to Base Rate Loans. Any change in the interest rate resulting
from a change in the Base Rate is to be effective at the beginning of the day
of such change in the Base Rate. The Agent will give the Banks and the
Borrowers prompt notice in writing of any change in the Base Rate.
(ii) To the extent that all or any portion of the Term Loan is a
Eurodollar Rate Loan, the Term Loan or such portion shall bear interest during
such Interest Period at the rate per annum equal to the Eurodollar Rate plus
the Applicable Margin then applicable to Eurodollar Rate Loans.
Section 1.5 Computations. Section 5.4 of the Credit Agreement is hereby
amended by deleting the first sentence thereof and substituting in lieu thereof
the following: "All computations of interest on Base Rate Loans, Letter of
Credit Fees and of the Commitment Fee shall be based on a 365-day year and
paid for the actual number of days elapsed. All computations of interest on
Eurodollar Rate Loans shall be based on a 360-day year and paid for the actual
number of days elapsed."
Section 1.6 Use of Proceeds. Section 7.17 of the Credit Agreement is
hereby amended by (i) adding the words "; Use of Proceeds" to the caption
of such Section immediately after the words "and X" and (ii) adding the
following new sentence at the end of such Section:
No portion of the proceeds of any Loans is to be used, and no portion of any
Letter of Credit is to be obtained, for the purpose of (a) knowingly
purchasing, or providing credit support for the purchase of, Ineligible
Securities from a Section 20 Subsidiary during any period in which such Section
20 Subsidiary makes a market in such Ineligible Securities, (b) knowingly
purchasing, or providing credit support for the purchase of, during the
underwriting or placement period, any Ineligible Securities being underwritten
or privately placed by a Section 20 Subsidiary, or (c) making, or providing
credit support for the making of, payments of principal or interest on
Ineligible Securities underwritten or privately placed by a Section 20
Subsidiary and issued by or for the benefit of either of the Borrowers or any
Subsidiary or other Affiliate of the Borrowers.
Section 1.7 Compliance Certificate. Section 8.4(c) of the Credit Agreement
is hereby amended by inserting the text "(i) calculating the ratio of
consolidated Funded Debt to Consolidated EBITDA for purposes of determining the
Applicable Margin and (ii)"after the words "in reasonable detail
computations" occurring in the fourth line thereof.
Section 1.8 Additional Vessels. The text of Section 8.14 of the Credit
Agreement is hereby deleted in its entirety and replaced with the phrase
"Intentionally Omitted."
Section 1.9 Restrictions on Indebtedness. Section 9.1 of the Credit
Agreement is hereby amended by (a) substituting the text "120 days" for the
text "90 days" in subsection (g) of such Section, (b) substituting the
amount "$50,000,000" for the amount "$20,000,000" in subsection (g) of such
Section and (c) (i) deleting the period at the end of paragraph (j) of such
Section and substituting in lieu thereof the text "; and" and (ii) inserting
the following new paragraph (k) at the end of such Section:
(k) Indebtedness in respect of the Senior Notes in an aggregate principal
amount not to exceed $110,000,000, and all interest and fees thereunder.
Section 1.10 Investments. Section 9.3(e) of the Credit Agreement is hereby
amended by (i) inserting the text "and such Investment is not otherwise
permitted under Section 9.3(f)" immediately following the words "not a
Borrower" occurring in the third line thereof; (ii) inserting the word "and"
immediately before clause (ii) thereof; and (iii) deleting the text occurring
between the words ", and (iii)" and the words "for Permitted Liens".
Section 1.11 Investments. Section 9.3(f) of the Credit Agreement is hereby
amended by substituting the amount "$20,000,000" for the amount "$10,000,000"
contained therein.
Section 1.12 Distributions. The Credit Agreement is hereby further amended
by deleting Section 9.4 thereof in its entirety and substituting in lieu
thereof the following new Section 9.4:
Section 9.4.Distributions. Neither of the Borrowers nor the Parent
will make any Distributions other than Distributions by the Borrowers
to the Parent in an aggregate amount not to exceed in any one fiscal year
of the Borrowers the greater of (a) the sum of (i) the scheduled
payments of principal and interest under the Senior Notes for such fiscal
year plus (ii) the Borrowers' allocable share of income taxes, franchise
taxes, professional fees and other operating expenses for such year (it
being understood that, with respect to the amount of each Borrower's
allocable share of income taxes, such amount shall not exceed the amount
of income taxes for which such Borrower would have been liable had
the accounts of such Borrower not been consolidated with the accounts
of the Parent) and (b) an amount equal to twenty-five percent (25%) of the
net income of the Borrowers for such fiscal year, provided that no
Distribution (other than Distributions in respect of taxes) shall be
made if, after giving effect to such Distribution or such payment of
principal or interest under the Senior Notes, a Default or Event of
Default shall have occurred and be continuing.
Section 1.13 Merger, Consolidation and Sale of Assets. Section 9.5.1 of
the Credit Agreement is hereby amended by deleting the word "guarantor"
occurring in clause (iii) thereof.
Section 1.14 Merger, Consolidation and Sale of Assets. Section 9.5.2
of the Credit Agreement is hereby amended by restating said Section 9.5.2 in
its entirety as follows:
Section 9.5.2 Disposition of Assets. The Parent and each of the
Borrowers will not, and the Parent will not permit any of its other Subsidiaries
to, become a party to or agree to or effect any disposition of assets, other
than the disposition of assets not constituting Collateral so long as either
(a) the greater of the book value or the sale price of the
assets isposed of in any one or a series of related transactions does not
exceed $5,000,000; or
(b) the greater of the book value or the sale price of the
assets disposed of in any one or a series of related transactions does not
exceed twenty percent (20%) of the consolidated Tangible Asset Amount of the
Parent and the Borrowers, determined at the time of such disposition, and such
Person shall either (i) within one hundred twenty (120) days of such
disposition, apply one hundred percent (100%) of the net proceeds of such asset
disposition to the purchase of similar assets to be used in such Person's
business or (ii) within twenty (20) days of such disposition, apply one
hundred percent (100%) of the net proceeds of such asset disposition to the
repayment of Indebtedness of such Person;
provided, that in connection with any such sale or other disposition the
following conditions have been satisfied:
(i) no Default or Event of Default exists or will occur as a result
of such sale; and
(ii) each such sale is to a third party on an arms length basis for
cash in an amount representing fair and reasonable market value therefor.
Section 1.15 Transactions with Affiliates. Section 9.11 of the Credit
Agreement is hereby amended by (i) deleting the text "(a)" occurring in the
third line thereof and (ii) deleting the text beginning with the words ", or
(b) pay" occurring in the fifth line thereof through the end of such Section
and substituting in lieu thereof a period.
Section 1.16 Funded Debt to Tangible Net Worth. Section 10.2 of the
Credit Agreement is hereby amended by deleting the ratio "1.0 to 1" occurring
in the third line of such Section and substituting in lieu thereof the ratio
"2.0 to 1".
Section 1.17 Assignment and Participation. Section 19.1 of the Credit
Agreement is hereby amended by (i) deleting the text ", in the case of the
Borrowers," occurring in clause (a) of such Section and (ii) deleting the
amount "$3,000,000" occurring in clause (c) of such Section and substituting
in lieu thereof the amount "$5,000,000".
Section 1.18 Confidential Information. The Credit Agreement is hereby
further amended by adding the following new Section 29 thereto in the correct
numerical sequence:
Section 29. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.
Section 29.1 Sharing of Information with Section 20 Subsidiary. The
Parent and the Borrowers acknowledge that from time to time financial advisory,
investment banking and other services may be offered or provided to the Parent
and/or the Borrowers or one or more of their Subsidiaries, in connection with
this Credit Agreement or otherwise, by a Section 20 Subsidiary. Each of the
Parent and the Borrowers, for itself and each of its Subsidiaries, hereby
authorizes (a) such Section 20 Subsidiary to share with the Agent and each Bank
any information delivered to such Section 20 Subsidiary by the Parent or the
Borrowers or any of their Subsidiaries, and (b) the Agent and each Bank to
share with such Section 20 Subsidiary any information delivered to the Agent or
such Bank by the Parent or the Borrowers or any of their Subsidiaries pursuant
to this Credit Agreement, or in connection with the decision of such Bank to
enter into this Credit Agreement; it being understood, in each case, that any
such Section 20 Subsidiary receiving such information shall be bound by the
confidentiality provisions of this Credit Agreement. Such authorization shall
survive the payment and satisfaction in full of all of Obligations.
Section 29.2 Confidentiality.
Each of the Banks and the Agent agrees, on behalf of itself and each of its
affiliates, directors, officers, employees and representatives, to use
reasonable precautions to keep confidential, in accordance with their customary
procedures for handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Parent, the Borrowers or any of their Subsidiaries
pursuant to this Credit Agreement that is identified by such Person as being
confidential at the time the same is delivered to the Banks or the Agent,
provided that nothing herein shall limit the disclosure of any such information
(a) after such information shall have become public other than through a
violation of this Section 29, (b) to the extent required by statute, rule,
regulation or judicial process, (c) to counsel for any of the Banks or the
Agent, (d) to bank examiners or any other regulatory authority having
jurisdiction over any Bank or the Agent, or to auditors or accountants, (e) to
the Agent, any Bank or any Section 20 Subsidiary, (f) in connection with any
litigation to which any one or more of the Banks, the Agent or any Section 20
Subsidiary is a party, or in connection with the enforcement of rights or
remedies hereunder or under any other Loan Document, (g) to a Subsidiary or
affiliate of such Bank as provided in Section 29.1 or (h) to any
assignee or participant (or prospective assignee or participant) so long as
such assignee or participant agrees to be bound by the provisions of Section
19.6 and this Section 29.2.
Section 29.3 Prior Notification. Unless specifically
prohibited by applicable law or court order, each of the Banks
and the Agent shall, prior to disclosure thereof, notify the Parent and the
Borrowers of any request for disclosure of any such non-public information by
any governmental agency or representative thereof (other than any such request
in connection with an examination of the financial condition of such Bank by
such governmental agency) or pursuant to legal process.
Section 29.4 Other.
In no event shall any Bank or the Agent be obligated or required to return any
materials furnished to it or any Section 20 Subsidiary by the Parent, the
Borrower or any of their Subsidiaries. The obligations of each Bank under this
Section 29 shall be binding upon any assignee of, or purchaser of any
participation in, any interest in any of the Loans or Reimbursement Obligations
from any Bank.
Section 1.19 Exhibit C. The Credit Agreement is hereby amended by
deleting Exhibit C attached thereto in its entirety and replacing such Exhibit
with Exhibit C attached hereto.
Section 1.20 Schedules. The Credit Agreement is hereby amended by
deleting Schedule 7.24(a), Schedule 7.24(b), Schedule 7.24(c), and Schedule 9.3
thereto in their entirety and replacing such Schedules with, respectively,
Schedule 7.24(a), Schedule 7.24(b), and Schedule 7.24(c), and Schedule 9.3
attached hereto.
Section 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. 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.
Section 3. 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, the Reimbursement
Obligations and all other amounts due under the Notes, the Letters of Credit
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 (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, 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. The Parent hereby confirms and agrees that all references in the
Parent Guaranty to the term "Credit Agreement" shall hereafter refer to
the Credit Agreement as amended hereby.
Section 4. Conditions to Effectiveness. This Amendment shall be effective
as of the date hereof upon satisfaction of the following conditions precedent:
(a) the Agent shall have received an original counterpart signature
to this Amendment, duly executed and delivered by each of the Borrowers, the
Parent, the Banks and the Agent;
(b) the offering of the Senior Notes shall have been consummated;
(c) the Agent shall be satisfied that (i) no written statement
furnished to the Agent or any Bank by or on behalf of either Borrower or
the Parent in connection with any of the transactions contemplated by this
Amendment contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained therein
not misleading in light of the circumstances in which they are made; (ii) the
financial statements delivered to it by the Borrowers and the Parent fairly
present the assets, business and financial condition of the Parent and the
Borrowers; (iii) there shall not exist any litigation or other proceeding,
the result of which might impair or prevent the consummation of this Amendment
or have a material adverse effect on the Parent, the Borrowers or their
Subsidiaries; (iv) there shall not exist any Default or Event of Default or
any default under any other material contract or agreement of the Parent,
the Borrowers or any of their Subsidiaries; and (v) there shall have occurred
no material adverse change in the condition (financial or otherwise),
operations, assets, income or prospects of the Parent, the Borrowers,
or any of their Subsidiaries;
(d) the Borrowers shall have paid all fees required to be paid
pursuant to the Fee Letter, dated as of June 26, 1997, among the Borrowers,
the Parent, the Agent and the Banks;
(e) the Agent shall have received (i) original counterpart
signatures to amendments to each of the Vessel Mortgages duly executed
and delivered by Marine Assets 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) or the Office of the Deputy
Commissioner of Maritime Affairs for The Republic of Vanuatu (in the case
of the Vanuatu Vessel Mortgage), such amendments to reflect this Amendment
and the HOS Merger; provided that the requirements of this Section4(e)
may be satisfied by the delivery to the Agent of such amendments and such
evidence of the filing and recordation of such amendments not later than
July 31, 1997;
(f) the Agent shall have received 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
& ▇▇▇▇▇▇▇, L.L.P., counsel to the Parent, and the Borrowers;
(g) the Agent shall have received evidence satisfactory to the Banks
and the Agent that all requisite corporate approval of the transactions
contemplated hereby has been obtained, including without limitation delivery of
copies, certified by the secretary of each of the Borrowers and the Parent,
of votes of such Person's respective board of directors authorizing the
transactions contemplated hereby,
(h) the Agent shall have received any other document or instrument
the Agent or the Banks may reasonably request; and
(i) all necessary governmental, regulatory and other third party
consents and approvals to the Acquisition and this Amendment shall have been
obtained and the Agent shall have received evidence of the same.
Section 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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TRICO MARINE ASSETS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TRICO MARINE SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKBOSTON, N.A., individually and
as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
FIRST NATIONAL BANK
OF COMMERCE
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
---------------------------
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Title Senior Vice President
EXHIBIT C
FORM OF
COMPLIANCE CERTIFICATE
[Date]
To the Banks (as defined in the
Credit Agreement referred to below)
c/o BankBoston, N.A., as Agent
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Transportation Division
Ladies and Gentlemen:
Reference is made to the Revolving Credit Agreement dated as of July 26,
1996 (as amended and in effect from time to time, the "Credit Agreement"), by
and among Trico Marine Operators, Inc., Trico Marine Assets, Inc.,
(collectively, the "Borrowers"), Trico Marine Services, Inc., BankBoston,
N.A. and the other lending institutions which are or may become parties
thereto from time to time (collectively, the "Banks"), and BankBoston,
N.A. as agent for the Banks (the "Agent"). Capitalized terms used herein
without definition which are defined in the Credit Agreement shall have the
respective meanings assigned to such terms in the Credit Agreement.
Pursuant to Section 8.4(c) of the Agreement, the Borrowers, by the
undersigned officers of the Borrowers (who have reviewed the Loan Documents)
hereby certify to each of you as follows: (a) the information furnished in the
calculations set forth on the Covenant Compliance Worksheet attached hereto as
Annex A was true and correct as of the last day of the fiscal [year] [quarter]
immediately preceding the date of this certificate; (b) as of the date of this
certificate, there exists no Default or Event of Default or condition which
would, with either or both the giving of notice or the lapse of time, result
in a Default or an Event of Default; and (c) the financial statements
delivered herewith were prepared in accordance with generally accepted
accounting principles applied on a basis consistent with prior periods
(except, in the case of quarterly statements, for provisions for footnotes and,
in all cases, except as disclosed therein).
IN WITNESS WHEREOF, each of Trico Marine Operators, Inc. and Trico
Marine Assets, Inc. has executed this Compliance Certificate as of the date
first written above.
TRICO MARINE OPERATORS, INC.
By:_______________________________
Name:
Title:
TRICO MARINE ASSETS, INC.
By:_______________________________
Name:
Title:
Annex A
Covenant Compliance Worksheet
I. Operating Cash Flow to Total Debt Service (calculated on a
consolidated basis) (Section 10.1)
A. Net Income: _________
B. Plus: interest expense: _________
C. Plus: income tax expense: _________
D. Plus: depreciation and amortization: _________
E. Less: Cash taxes (without duplication): _________
F. Less: Capital Expenditures (for maintenance
repair dry-docking, inspection of Capital Assets): _________
G. Operating Cash Flow (A+B+C+D-E-F): _________
H. Total Financial Obligations: _________
I. Plus: Total Interest Expense: _________
J. Plus: Adjusted Revolver Outstandings _________
K. Total Debt Service (H+I+J): _________
Computed Ratio (GK): _________
Minimum ratio allowed: 1.5: 1
Excess (deficiency) in ratio: _________
II. Funded Debt to Tangible Net Worth Ratio (calculated on a consolidated
basis) (Section 10.2)
A. Indebtedness: __________
(other than short-term trade credit)
B. Plus: Deferred purchase price of assets __________
(other than short-term trade credit)
C. Plus: Reimbursement Obligations
(contingent or otherwise)
D. Plus: Capitalized Leases __________
E. Funded Debt (A+B+C+D): __________
F. Total Assets: __________
G. Less: Total Liabilities __________
H. Less: intangible assets __________
I. Less: write-up in book value
subsequent to Closing Date: __________
J. Less: subscriptions receivable __________
K. Tangible Net Worth (F-G-H-I-J) __________
L. Computed ratio (EK) __________
Maximum ratio allowed: 2.0:1
Excess (deficiency) in ratio: __________
III. Minimum Tangible Net Worth (calculated on a consolidated basis) (Section
10.3)
A: Tangible Net Worth: __________
B. $90,000,000 $90,000,000
C. Plus: 50% of positive consolidated Net Income for
each fiscal quarter since the Closing Date: __________
D. Minimum Tangible Net Worth (B+C) __________
Excess (deficiency) in Net Worth (A-D): __________
IV. Collateral Value Ratio (Section 10.4)
A. Appraised value of the Vessels subject to US Vessel
Mortgage and Vanuatu Vessel Mortgage
(at most recent appraisal): ___________
B. Loans Outstanding ___________
C. Maximum Drawing Amount
D. Unpaid Reimbursement Obligations
E. sum of B+C+D
F. Minimum ratio of appraised Vessels to
Outstanding Loans, Maximum Drawing Amount
and Unpaid Reimbursement Obligations 1.4: 1
G. Actual ratio of appraised Vessels to
Outstanding Loans, Maximum Drawing Amount
and Unpaid Reimbursement Obligations (A / E): ___________
Excess (deficiency) in ratio: ___________
V. Consolidated Funded Debt to Consolidated EBITDA (calculated on a
consolidated basis) (Computation of Applicable Margin)
A. Net Income: _________
B. Plus: interest expense: _________
C. Plus: income tax expense: _________
D. Plus: depreciation and amortization: _________
E. total Consolidated EBITDA (A+B+C+D): _________
F. Funded Debt (Item II(e) above) _________
G. Computed ratio (FE) _________
Schedule 7.24(a) - Ownership of Vessels; U.S. Flag Vessels, Vanuatu Flag
Vessels
[To be Provided by Borrowers]
Schedule 7.24(b) - Vessels With Coast Guard Certification
[To be Provided by Borrowers]
Schedule 7.24(c) - Classed Vessels
[To be Provided by Borrowers]
Schedule 9.3 - Investments
[To be Provided by Borrowers]