AMENDMENT AGREEMENT NO. 3
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 3 (this "Amendment"),
dated as of October 8, 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"), HOS MARINE PARTNERS, INC. ("HOS"), 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 heretofore and
hereafter 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 otherwise extend credit to the
Borrowers; and
WHEREAS, the Borrowers and the Parent have requested
the Agent and the Banks to amend certain of the terms and
provisions of the Credit Agreement as set forth herein; and
WHEREAS, the Agent and the Banks, subject to the terms
and provisions hereof, have agreed to amend the Credit
Agreement as set forth herein; 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 parties hereto hereby agree as
follows:
1. Amendment to Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in 4
hereof, the Credit Agreement is hereby amended as follows:
▇.▇.▇▇▇ Definitions. Section 1 of the Credit
Agreement is hereby amended by adding the following new
definitions to Section 1 in the appropriate alphabetical
sequence:
Revolving Credit Loans. The revolving credit
loans to be made by the Banks to the Borrowers pursuant
to 2 hereof prior to the Term Out Date.
Revolver Period. The period beginning on the
Closing Date and ending on the Term Out Date.
Term Loan. The principal amount of Revolving
Credit Loans outstanding on the Term Out Date which
have been converted into a term loan pursuant to 3A
hereof.
Term Out Date. October 8, 1998.
Term Out Period. The period beginning on the Term
Out Date and ending on the date on which the Loans have
been indefeasibly paid in full in cash.
1.2.Changes in Certain Definitions. Section 1 of the
Credit Agreement is hereby further amended by deleting the
definitions of the following terms contained therein and
substituting in lieu thereof the following new definitions:
Drawdown Date. (a) With respect to the Revolving
Credit Loans, the date on which any Revolving Credit
Loan is made or is to be made, and the date on which
any Revolving Credit Loan is converted or continued in
accordance with 2.7 and (b) with respect to the Term
Loan, the date on which all or any portion of the Term
Loan is converted or continued in accordance with
3A.5(b).
Loans. Prior to the Term Out Date, the Revolving
Credit Loans made or to be made by the Banks to the
Borrowers pursuant to 2 hereof; and on and after the
Term Out Date, the Term Loan deemed to be made pursuant
to 3A hereof.
Maturity Date. October 8, 2002.
1.3 Commitment to Lend. Section 2.1 of the Credit
Agreement is hereby amended by deleting the phrase "Maturity
Date" occurring in the third line thereof and substituting
in lieu thereof the phrase "Term Out Date".
1.4 Commitment Fee. Section 2.2 of the Credit
Agreement is hereby amended by deleting the phrase "Maturity
Date" occurring in the fifth and ninth lines thereof and
substituting in lieu thereof the phrase "Term Out Date".
1.5 Reduction of Total Commitment. Section 2.3 of the
Credit Agreement is hereby amended by inserting the phrase
"on or before the Term Out Date" between the words "from
time to time" and "upon five (5)".
1.6 Interest on Loans. Section 2.5 of the Credit
Agreement is hereby amended by deleting the word "Except"
occurring in the first line thereof and substituting in lieu
thereof the text "Until the Term Out Date and except".
Section 2.5 of the Credit Agreement is hereby further
amended by inserting the following new paragraph (c)
immediately following paragraph (b) thereto:
(c) Upon the occurrence of the Term Out
Date, the interest rate applicable to the Loans shall
be determined pursuant to 3A.5 hereof
1.7 Term Out Date. Section 3 of the Credit Agreement
is hereby amended by inserting the following new Section
3.4:
3.4 Term Out Date. On the Term Out Date, no
Bank shall have any further Commitment to make
Revolving Credit Loans and the Agent shall have no
obligation to issue Letters of Credit and the
outstanding Revolving Credit Loans shall convert into
the Term Loan in accordance with 3A hereof.
1.8 The Term Loan. The Credit Agreement is hereby
amended by inserting the following new Section 3A:
3A. THE TERM LOAN.
3A.1. Conversion of Outstanding Revolving Credit
Loans Into the Term Loan. Upon the occurrence of the
Term Out Date, subject to the terms and conditions
contained herein, the Outstanding Revolving Credit
Loans shall automatically convert into the Term Loan.
The Term Loan shall be in the aggregate principal
amount equal to the Outstanding Revolving Credit Loans.
The portion of the Term Loan owed to each Bank shall be
equal to the portion of the then Outstanding Revolving
Credit Loans owing to such Bank.
3A.2. The Notes. The Term Loan shall be
evidenced by the Notes. The Borrowers irrevocably
authorize each Bank to make or cause to be made a
notation on such Bank's Record reflecting the original
principal amount of such Bank's Commitment Percentage
of the Term Loan and, at or about the time of such
Bank's receipt of any principal payment of the Term
Loan, an appropriate notation on such Bank's Record
reflecting such payment. The aggregate unpaid amount
set forth on such Bank's Record shall be prima facie
evidence of the principal amount thereof owing and
unpaid to such Bank, but the failure to record, or any
error in so recording, any such amount on such Bank's
Record shall not affect the obligations of the
Borrowers hereunder or under any Note to make payments
of principal of and interest on any Note when due.
3A.3. Repayment of the Principal of Term Loan.
The Borrowers promise to pay to the Agent for the
account of the Banks the principal amount of the Term
Loan in sixteen (16) equal quarterly installments
commencing on December 31, 1998, with a final payment
in the remaining principal amount of the Term Loan on
the Maturity Date. No amount repaid with respect to
the Term Loan may be reborrowed.
3A.4. Optional Prepayment of Term Loan. The
Borrowers shall have the right at any time to prepay
the Term Loan on or before the Maturity Date, as a
whole, or in part, upon not less than three (3)
Business Days' prior written notice to the Agent;
provided that (a) each partial prepayment shall be in a
principal amount of at least $250,000 or a larger
integral multiple of $100,000, (b) no portion of the
Term Loan bearing interest at the Eurodollar Rate may
be prepaid pursuant to this 3A.4 except on the last
day of the Interest Period relating thereto, and (c)
each partial prepayment shall be allocated among the
Banks, in proportion, as nearly as practicable, to the
respective outstanding amount of each Bank's Note, with
adjustments, to the extent practicable, to equalize any
prior prepayments not exactly in proportion. Any
prepayment of principal of the Term Loan shall include
all interest accrued to the date of prepayment and
shall be applied against the scheduled installments of
principal due on the Term Loan in the inverse order of
maturity. No amount repaid with respect to the Term
Loan may be reborrowed.
3A.5. Interest on Term Loan.
(a) Except as otherwise provided in 5.8, from
and after the Term Out Date, the Term Loan shall bear
interest during each Interest Period relating to all or
any portion of the Term Loan at the following rates:
(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 three-quarters of one percent
(3/4%).
(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
of one-equal to the Eurodollar Rate plus one and
one-half percent (1 1/2%).
The Borrower promises to pay interest on the Term Loan
or any portion thereof outstanding during each Interest
Period in arrears on each Interest Payment Date
applicable to such Interest Period and on the Maturity
Date.
(b) After the Revolving Credit Loans shall have
been converted into the Term Loan, the provisions of
2.7 shall apply mutatis mutandis with respect to all
or any portion of the Term Loan so that the Borrowers
may have the same interest rate options (subject to the
limitations set forth therein) with respect to all or
any portion of the Term Loan as they would be entitled
to with respect to the Revolving Credit Loans.
(c) No Interest Period relating to the Term Loan
or any portion thereof bearing interest at a rate
calculated by a reference to the Eurodollar Rate shall
extend beyond the date on which a regularly scheduled
installment payment of the principal of the Term Loan
is to be made unless a portion of the Term Loan at
least equal to such installment payment has an Interest
Period ending on such date or is then bearing interest
at a rate calculated by reference to the Base Rate.
(d) In the case of any Loans which bore interest
with reference to the Eurodollar Rate on the Term Out
Date, the portions of Term Loan into which such Loans
were converted shall continue to bear interest with
reference to such rates for the applicable Interest
Periods elected with respect thereto and the Borrowers
shall pay interest on the applicable Interest Payment
Dates with respect thereto, provided, that any change
in the interest rate spreads over the Base Rate or
Eurodollar Rate applicable to any of the Base Rate
Loans or Eurodollar Rate Loans, respectively, resulting
from the conversion of the Loans into the Term Loan
shall be effective as of the Term Out Date.
1.9 Terms of Letters of Credit.
(a) Section 4.1.1 of the Credit Agreement is
hereby amended by deleting the text "Thirty-One Million
Five Hundred Thousand Dollars ($31,500,000)" set forth
therein and substituting in lieu thereof the following:
"Thirty-Two Million Dollars ($32,000,000)".
(b) Section 4.1.3 of the Credit Agreement is
hereby amended by deleting the words "Maturity Date"
occurring at the end of such Section and substituting
in lieu thereof the words "Term Out Date".
1.10Minimum Tangible Net Worth. Section 10.3 of the
Credit Agreement is hereby amended by deleting the amount
"$45,000,000" occurring in the third line thereof and
substituting in lieu thereof the amount "$55,000,000".
1.11Schedules. The Credit Agreement is hereby amended
by deleting Schedule 1.1, Schedule 7.24(a), Schedule
7.24(b), and Schedule 7.24(c) thereto in there entirety and
replacing such Schedules with, respectively, Schedule 1.1,
Schedule 7.24(a), Schedule 7.24(b), and Schedule 7.24(c)
attached hereto.
1.12Exhibit A. The Credit Agreement is hereby amended
by deleting Exhibit A thereto in its entirety and replacing
such Exhibit with Exhibit A 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.
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.
3. Affirmation of Borrowers, the Parent and HOS. (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.
(c) HOS, as Guarantor under (and as defined in)
the HOS Guaranty hereby acknowledges that it has read and is
aware of the provisions of this Amendment. HOS hereby
reaffirms is 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. HOS confirms and agrees that the
obligations of HOS to the Banks and the Agent under the HOS
Guaranty, as affirmed hereby, are secured by and entitled to
the benefits of the HOS Security Agreement and the HOS
Vessel Mortgage. HOS hereby confirms and agrees that all
references in the HOS Guaranty and the HOS Security
Agreement to the term "Credit Agreement" shall hereafter
refer to the Credit Agreement as amended hereby.
4. Conditions to Effectiveness. This Amendment shall
be effective as of October 8, 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, HOS, 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 Amendment fee in the amount of $37,500
payable to the Agent for the pro-rata accounts of the Banks;
(d) (i) amendments to each of the Vessel
Mortgages to reflect (A) the grant of a first priority
perfected security interest in the following additional
Vessels: Big Blue River (Official Number 646579), Ruby
River (Official Number 600765), and Llano River (Official
Number 587996) and (B) this Amendment and Amendment No. 2,
dated as of September 25, 1996, 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, the
requirements of this 4(d) 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 Vessel Mortgages no later than October 17, 1996;
(e) 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, the Borrowers, and HOS;
(f) 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, HOS and the
Parent, of votes of such Person's respective board of
directors authorizing the transactions contemplated hereby,
and
(g) any other document or instrument the Agent
and the Banks may reasonably request.
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).
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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TRICO MARINE SERVICES, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
HOS MARINE PARTNERS, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
___________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Assistant Vice President
FIRST NATIONAL BANK
OF COMMERCE
By: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
___________________________
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Title: Vice President