Exhibit 10.1

Exhibit 10.1

AMENDMENT NO. 2
TO
CREDIT AGREEMENT

AMENDMENT NO. 2 (this “Amendment”), dated as of July 23, 2010, to that certain Second Amended and Restated Credit Agreement, dated as of June 11, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Trico Marine Services, Inc. (the “Borrower”), the guarantors party thereto from time to time (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”), Nordea Bank Finland plc, New York Branch (the “Collateral Agent”), and Obsidian Agency Services, Inc. (the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.

R E C I T A L S

WHEREAS, the parties hereto desire to make certain amendments to certain provisions of the Credit Agreement as specified herein, pursuant to and in accordance with Section 14.12 of the Credit Agreement;

WHEREAS, the Lenders party hereto constitute the Required Lenders under the Credit Agreement; and

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. AMENDMENT.

(a) Section 10.13 of the Credit Agreement is hereby amended to amend and restate clause (ii) contained therein in its entirety to read as follows:

“(ii) this Agreement and the other Credit Documents, the Senior Notes, the Trico Marine Cayman Intercompany Loan, the TMS Intercompany Indebtedness, the Trico Supply Intercompany Loan Documentation, the Trico Shipping Senior Secured Notes Documentation (as in effect on July 23, 2010) and the New Trico Shipping Working Capital Credit Facility (as in effect on July 23, 2010),”

(b) Section 12.01 of the Credit Agreement is hereby amended to amend and restate the first sentence thereof in its entirety to read as follows:

“The Lenders hereby irrevocably designate and appoint Obsidian Agency Services, Inc., as Administrative Agent (for purposes of Sections 12.02, 12.03, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10 and Section 14.01, the term “Administrative Agent” also shall include Nordea Bank Finland plc, New York Branch (and/or any of its affiliates) in its capacity as Collateral Agent, and any successor Collateral Agent, including for the avoidance of doubt, Obsidian Agency Services, Inc. (and/or any of its affiliates), in its capacity as Collateral Agent, in each case, pursuant to the Security Documents, this Agreement and the financings contemplated hereby) to act as specified herein and in the other Credit Documents.”

(c) Section 12.07 of the Credit Agreement is hereby amended to amend and restate the first sentence thereof in its entirety to read as follows:

“The Administrative Agent, in its capacity as a Lender, shall have all rights and powers specified herein for a “Lender” and may exercise any such rights and powers as though it were not performing the duties specified herein; and the term “Lender,” “Required Lenders,” “holders of Notes” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities.”

SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.

Except as specifically amended hereby, all provisions of the Credit Agreement shall remain in full force and effect. After this Amendment becomes effective, all references to the Credit Agreement and corresponding references thereto or therein such as “hereof”, “herein”, or words of similar effect referring to the Credit Agreement shall be deemed to mean the Credit Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Credit Agreement other than as expressly set forth herein.

SECTION 3. REPRESENTATIONS.

The Borrower and each of the Guarantors represents and warrants as of the date of this Amendment as follows:

(i) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;

(ii) the execution, delivery and performance by it of this Amendment and the Credit Agreement as amended hereby are within its powers, have been duly authorized, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any applicable law;

(iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the Credit Agreement as amended hereby by or against it;

(iv) this Amendment has been duly executed and delivered by it;

(v) each of this Amendment and the Credit Agreement as amended hereby constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(vi) no Default or Event of Default has occurred and is continuing.

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SECTION 4. LEGAL FEES.

The Borrower covenants and agrees to pay in full, to the extent invoiced, on or prior to the date of the execution of this Amendment, all reasonable legal fees of Latham & Watkins LLP, counsel to the Administrative Agent, incurred in connection with the execution of this Amendment.

SECTION 5. CONDITIONS TO EFFECTIVENESS.

The effectiveness of this Amendment is conditioned upon delivery of duly executed signature pages by all parties hereto to the Administrative Agent.

SECTION 6. GENERAL RELEASE.

In consideration of, among other things, the execution and delivery of this Amendment by the Administrative Agent and the Lenders, and the accommodations to the Borrower and the other Credit Parties set forth herein, each of the Borrower and the other Credit Parties, on behalf of itself and its successors and assigns (collectively, the “Releasors”), hereby forever waives, releases and discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), causes of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, consultants, agents, attorneys and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and confirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date hereof. In entering into this Amendment, the Borrower and the other Credit Parties have consulted with, and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section shall survive the termination of the Credit Agreement (as amended hereby) and the other Credit Documents and payment in full of the Obligations.

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SECTION 7. MISCELLANEOUS.

(a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural number, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(f) The Credit Agreement as amended by this Amendment represents the final agreement among the parties with respect to the matters set forth therein and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties. There are no unwritten oral agreements among the parties with respect to such matters.

(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE CREDIT AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE CREDIT AGREEMENT.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


		TRICO MARINE SERVICES, INC.,
		as the Borrower

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President & Chief Operating Officer

		TRICO MARINE ASSETS, INC.,
		as a Guarantor

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President

		TRICO MARINE OPERATORS, INC.,
		as a Guarantor

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President

		TRICO MARINE INTERNATIONAL, INC.,
		as a Guarantor

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President

		TRICO MARINE SERVICES (HONG KONG) LIMITED, as a Guarantor
		By:		Trico Marine Assets, Inc., its Sole Member

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President

Amendment No. 2


		COASTAL INLAND MARINE SERVICES LTD.
		as a Guarantor

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: Director

		SERVICIOS DE APOYO MARITIMO DE MEXICO, S. DE R.L. DE C.V., as a Guarantor

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: Manager

		TRICO SERVICOS MARITIMOS LTDA.
		as a Guarantor

		By:		/s/ Tomas Salazar Name: Tomas Salazar
				Title: General Manager

		TRICO MARINE CAYMAN, L.P. as a Guarantor

		By:		Trico Holdco LLC, its general partner
		By:		Trico Marine Services, Inc., its sole member

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President & Chief Operating Officer

		TRICO HOLDCO LLC as a Guarantor
		By:		Trico Marine Services, Inc., its sole member

		By:		/s/ Rishi Varma Name: Rishi Varma
				Title: President & Chief Operating Officer

Amendment No. 2


		TRICO INTERNATIONAL HOLDINGS B.V.
		as a Guarantor

		By:		/s/ Geoffrey A. Jones Name: Geoffrey A. Jones
				Title: Director A

		TRICO MARINE INTERNATIONAL HOLDINGS B.V.,
		as a Guarantor

		By:		/s/ Geoffrey A. Jones Name: Geoffrey A. Jones
				Title: Director A

Amendment No. 2


		SPECIAL VALUE CONTINUATION PARTNERS, LP, as Lender

		TENNENBAUM OPPORTUNITIES PARTNERS V, LP, as Lender

		TENNENBAUM DIP OPPORTUNITY FUND, LLC, as Lender

		By: Tennenbaum Capital Partners, LLC, Investment Manager of each of the above companies

		By:		/s/ David Hollander

				Name: David Hollander
				Title: Partner

		OBSIDIAN AGENCY SERVICES, INC.,
		as Administrative Agent

		By:		/s/ David Hollander

				Name: David Hollander
				Title: Vice President

Amendment No. 2