8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): April 16, 2010

TRICO MARINE SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33402	72-1252405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10001 Woodloch Forest Drive, Suite 610 The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 780-9926

Not Applicable

(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:

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

(a) On April 23, 2010, Trico Marine Services, Inc. (the “Company” or “Trico”) entered into the Eleventh Amendment to Credit Agreement (the “Eleventh Amendment”) by and among Trico, as borrower, Trico Marine Assets, Inc., a Delaware corporation, and Trico Marine Operators, Inc., a Louisiana corporation, as guarantors, Nordea Bank Norge ASA, Cayman Islands Branch, as a lender, and Nordea Bank Finland plc, New York Branch (“Nordea”), as administrative agent. The Eleventh Amendment amends the Amended and Restated Credit Agreement dated as of August 29, 2008, as amended (the “Credit Agreement”), to provide that Trico and its subsidiaries may make cash capital contributions and/or loans to joint ventures and other Trico subsidiaries with the written consent of Nordea, provided that no written consent is necessary if the ultimate recipient of the proceeds is a Credit Party to the Credit agreement or to the Trico Shipping Working Capital Facility (as defined below).

The preceding description of the Eleventh Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Eleventh Amendment filed as Exhibit 10.1 to this report, which is incorporated herein by reference.

Relationships

Nordea serves as administrative agent, book runner and joint lead arranger under a credit agreement providing for up to $26,000,000 in revolving loans for which Trico Shipping AS, a Norwegian limited company and indirect wholly owned subsidiary of Trico, is the borrower (the “Trico Shipping Working Capital Facility”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Chief Accounting Officer. On April 27, 2010, the Company announced that, effective April 16, 2010, Jeff Favret, age 49, was appointed Chief Accounting Officer of the Company. Mr. Favret’s base salary is $220,000.

Mr. Favret was previously employed by Postlethwaite & Netterville, an accounting and business advisory firm, as a senior manager between August 2007 and April 2009. He was promoted to partner in April 2009. Prior to joining Postlethwaite & Netterville, Mr. Favret was a senior manager with Ernst & Young, where he was employed since January 1995. Over the last eight years with Ernst & Young and Postlethwaite & Netterville, Mr. Favret primarily participated in audit activity for clients in the energy, oilfield services, manufacturing and construction industries. Mr. Favret also participated in several international energy and construction client audit engagements over the last eight years.

Letter Agreement (“Letter Agreement”) with Mr. Favret. On April 16, 2010, Mr. Favret entered into the Letter Agreement with the Company. Pursuant to the Letter Agreement, if Mr. Favret’s employment is (i) terminated in connection with, based upon, or within 12 months after, a Change in Control (as defined in the Letter Agreement) or (ii) based upon, or within 12 months after, a Change in Control (as defined in the Letter Agreement), there has been a significant reduction in the nature or scope of Mr. Favret’s duties and responsibilities or the assignment to Mr. Favret of duties and responsibilities that are materially inconsistent with the position of Chief Accounting Officer, then the Company shall provide Mr. Favret a lump sum cash payment equal to the sum of 3 times Favret’s annual base salary at the rate in effect under the Favret Letter Agreement on the date of termination (or, if higher, Mr. Favret’s annual base salary in effect immediately prior to the Change in Control).

Annual Incentive Plan Participation for Mr. Favret. For the fiscal year ending December 31, 2010 (the “2010 Fiscal Year”), Mr. Favret will participate in the Company’s Annual Incentive Plan (the “Incentive Plan”). The Incentive Plan will make Mr. Favret eligible for bonus payments based upon achieving target performance levels. The payout multiples and target mix and weighting of the performance goals under the Incentive Plan for Mr. Favret as Chief Accounting Officer for the 2010 Fiscal Year will be as follows:

Payout Multiples

Threshold Incentive Compensation (% of base salary)	20	%
Target Incentive Compensation (% of base salary)	40	%
Maximum Incentive Compensation (% of base salary)	80	%

Performance Measures

Safety	45	%
Corporate EBITDA	30	%
Individual	25	%

There are no arrangements or understandings between Mr. Favret and any other person pursuant to which he was selected as Chief Accounting Officer. The Company is not aware of any transaction in which Mr. Favret has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Eleventh Amendment to Credit Agreement dated as of April 23, 2010, among Trico Marine Services, Inc., the guarantors party thereto, the lenders party thereto and Nordea Bank Finland plc, New York Branch as administrative agent.

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: April 27, 2010

TRICO MARINE SERVICES, INC.
By:	/s/ Rishi A. Varma
	Name:	Rishi A. Varma
	Title:	Chief Operations Officer and Senior Vice President

EXHIBIT INDEX

Exhibit No.	Description
10.1	Eleventh Amendment to Credit Agreement dated as of April 23, 2010, among Trico Marine Services, Inc., the guarantors party thereto, the lenders party thereto and Nordea Bank Finland plc, New York Branch as administrative agent.

EX-10.1

Exhibit 10.1

EXECUTION COPY

ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 23, 2010, by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), TRICO MARINE ASSETS INC., a Delaware corporation (“Trico Assets”), as a Guarantor, and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators”), as a Guarantor, the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

WITNESSETH:

WHEREAS, the Borrower, Trico Assets, Trico Operators, the Lenders from time to time party thereto, and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of August 29, 2008, and amended by (i) the First Amendment to Credit Agreement, dated as of March 10, 2009, (ii) the Second Amendment to Credit Agreement dated as of May 8, 2009, (iii) the Third Amendment to Credit Agreement dated as of May 14, 2009, (iv) the Fourth Amendment and Consent to Credit Agreement dated as of July 31, 2009, (v) the Fifth Amendment to Credit Agreement dated as of August 5, 2009, (vi) the Sixth Amendment to Credit Agreement dated as of October 30, 2009, (vii) the Seventh Amendment to Credit Agreement dated as of December 22, 2009, (viii) the Eighth Amendment to Credit Agreement dated as of January 15, 2010, (ix) the Ninth Amendment to Credit Agreement dated as of March 15, 2010 and (x) the Tenth Amendment to Credit Agreement dated as of April 16, 2010 (the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth herein, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed;

A. Amendment to the Credit Agreement

1. Section 10.05 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing immediately after the semi-colon (“;”) appearing in Section 10.05(xii), (ii) deleting the period (“.”) appearing at the end of Section 10.05(xiii) and inserting the text “; and” in lieu thereof and (iii) inserting the following new Section 10.05(xiv) in the appropriate order:

“(xiv) the Borrower and its Subsidiaries may make cash capital contributions and/or loans to joint ventures and other Subsidiaries of the Borrower with the written consent of the Administrative Agent in each instance; provided that no such written consent shall be required if the ultimate recipient of the proceeds of any such cash contribution and/or loan is a Credit Party or a Person that is a “Credit Party” under and as defined in the New Trico Shipping Working Capital Facility.”.

B. Miscellaneous Provisions

1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Amendment Effective Date (as defined herein) before or after giving effect to this Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5. This Amendment shall become effective on the date (the “Amendment Effective Date”) when (i) the Borrower, the Guarantors and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 / email: myip@whitecase.com) and (ii) the Borrower shall have reimbursed the Administrative Agent for all invoiced out-of-pocket fees and expenses (including, without limitation, the fees and expenses of White & Case LLP).

6. From and after the Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

*     *     *

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

TRICO MARINE SERVICES, INC.
By:	/s/ Geoff Jones
	Name:	Geoff Jones
	Title:	SVP, CFP, CAO
TRICO MARINE ASSETS INC.
By:	/s/ Geoff Jones
	Name:	Geoff Jones
	Title:	SVP, CFP, CAO
TRICO MARINE OPERATORS, INC.
By:	/s/ Geoff Jones
	Name:	Geoff Jones
	Title:	SVP, CFP, CAO

Signature Page to Trico $50mm CA Eleventh Amendment

NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent
By:	/s/ Martin Lunder
	Name:	Martin Lunder
	Title:	Senior Vice President
By:	/s/ Martin Kahm
	Name:	Martin Kahm
	Title:	Vice President

Signature Page to Trico $50mm CA Eleventh Amendment

SIGNATURE PAGE TO THE AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG TRICO MARINE SERVICES, INC., TRICO MARINE ASSETS INC., TRICO MARINE OPERATORS, INC., VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT NAME OF INSTITUTION: NORDEA BANK NORGE ASA, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Martin Lunder
	Name:	Martin Lunder
	Title:	Senior Vice President
By:	/s/ Martin Kahm
	Name:	Martin Kahm
	Title:	Vice President

Signature Page to Trico $50mm CA Eleventh Amendment