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EX-10.1 - EX-10.1 - TRICO MARINE SERVICES INC | h77709exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2010
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-33402 (Commission File Number) |
72-1252405 (I.R.S. Employer Identification No) |
10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (713) 780-9926
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Amendment, Consent and Waiver to Priority Credit Agreement
On November 12, 2010, Trico Shipping AS (Trico Shipping) entered into an amendment, consent
and waiver (the Third Amendment) to the Priority Credit Agreement (the Priority Credit
Agreement) by and among Trico Shipping, as borrower, Trico Supply AS (Holdings) and certain of
Trico Marine Services, Inc.s (the Company) other wholly owned subsidiaries identified therein,
as guarantors, Cantor Fitzgerald Securities, as administrative agent, and the lenders party
thereto. The Third Amendment amends the Priority Credit Agreement by (i) extending the due date of
the requirement that the Company and Holdings and the other guarantors adopt a plan contemplating
the restructuring of their indebtedness, from October 31, 2010 to November 12, 2010, (ii) waiving
compliance by the Company and Holdings with various covenants in the Priority Credit Agreement,
(iii) so long as an agreement to forbear from the exercise of remedies in connection with a default
or event of default arising from the failure to make the interest payment on Trico Shippings 11
7/8% Senior Secured Notes due 2014 (the Notes) that was due on November 1, 2010 has been entered
into by and among the credit parties, a majority of the holders of the Notes and the trustee under
the indenture (the Indenture) governing the Notes and such agreement remains in full force and
effect, waiving any default or event of default under the Priority Credit Agreement attributable to
a default or event of default under the Indenture due to, among other things, failure by a credit
party to make the interest payment on the Notes that was due on November 1, 2010 and (iv)
consenting to the consummation of the Tebma Settlement Agreement (as defined in the Third
Amendment).
Relationships
Affiliates of certain funds managed by Tennenbaum Capital Partners, LLC are lenders under the
Companys Second Amended and Restated Credit Agreement dated as of June 11, 2010, as amended, the
Companys Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of August
24, 2010, as amended, and Trico Shippings Credit Agreement dated as of October 30, 2009, as
amended. At present, certain lenders under the Priority Credit Agreement are holders of the Notes.
The preceding description of the Third Amendment does not purport to be complete and is
qualified in its entirety by reference to the copy of the Third Amendment, which is filed as
Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference in this Item 1.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
|
| Third Amendment, Consent and Waiver to Priority Credit Agreement. | ||
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in this Form 8-K may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words
believe, expect, anticipate, plan, intend, foresee, should, would, could or other
similar expressions are intended to identify forward-looking statements, which are generally not
historical in nature. These forward-looking statements are based on the Companys current
expectations and beliefs concerning future developments and their potential effect on the Company.
While management believes that these forward-looking statements are reasonable as and when made,
there can be no assurance that future developments affecting the Company will be those that it
anticipates. The Companys forward-looking statements involve significant risks and uncertainties
(some of which are beyond its control) and assumptions that could cause actual results to differ
materially from its historical experience and its present expectations or projections. Important
factors that could cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to: (i) the Companys and its subsidiaries ability to
continue as a going concern; (ii) the ability of the Company and its subsidiaries to obtain and
maintain normal terms with vendors and service providers; (iii) the Companys ability to maintain
contracts that are critical to its operations; (iv) the potential adverse impact of the Companys
voluntary reorganization under Chapter 11 of Title 11 of the United States Code on its liquidity or
results of operations; (v) the ability of the Company to attract, motivate and/or retain key
executives and employees; (vi) the ability of the Company to attract and retain customers; (vii)
Trico Shippings ability to comply with the terms of the Approved Budget; and (viii) other risks
and factors regarding the Company and its industry identified from time to time in the Companys
reports filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2010
TRICO MARINE SERVICES, INC. |
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By: | /s/ Brett Cenkus | |||
Name: | Brett Cenkus | |||
Title: | General Counsel and Secretary |
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EXHIBIT INDEX
(d) Exhibits
10.1
|
| Third Amendment, Consent and Waiver to Priority Credit Agreement. |
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