On July 24, 2009, Tidewater Inc. (the "Company") and its domestic subsidiaries entered into a Second Amended and Restated Credit Agreement ("Amended Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer ("BOA"), JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents, BBVA Compass and DNB NOR Bank ASA, as Co-Documentation Agents, Banc of America Securities LLC, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Lead Arrangers and Banc of America Securities LLC as Sole Book Manager, and the lenders party thereto. The Amended Credit Agreement amends and restates a prior credit agreement between the Company and BOA (the "Prior Credit Agreement") such that the terms and conditions of the Prior Credit Agreement have been subsumed and replaced in their entirety by the terms and conditions of the Amended Credit Agreement, including the amount available under the revolving credit facility. The terms of the Amended Credit Agreement are summarized below.

The Amended Credit Agreement matures on July 24, 2012 and provides a $450 million, three-year revolving credit facility (the "Revolving Credit Facility") with (i) a $50 million sublimit for the issuance of standby letters of credit and (ii) a $10 million discretionary sublimit for swingline loans ("Swingline Loans"). Subject to obtaining additional funding commitments from existing or new lenders, the Company may request that the size of the Revolving Credit Facility be increased by $150 million, provided that any request (i) must be for an amount of not less than $50 million and (ii) may only be made twice.

Loans (other than Swingline Loans) under the Revolving Credit Facility will bear interest at a rate equal to the Applicable Rate, determined by reference to the Consolidated Funded Indebtedness to Total Capitalization Ratio as set forth in the chart below, plus, at the Company's option, one of the following indexes:
(i) LIBOR/Eurodollar Rate or (ii) the Base Rate (to be defined as the highest of
(a) the Bank of America prime rate, (b) the Federal Funds rate plus .50% and
(c) one month LIBOR plus 1.00%). The Company may select interest periods of 1, 2, 3, 6 or (subject to lender consent) 12 months for Eurodollar Rate Loans. Interest is payable at the end of the selected interest period, but no less frequently than quarterly. Each Swingline Loan bears interest at the Base Rate plus the Applicable Rate under the Revolving Credit Facility.

                                   Applicable Rate
                          Consolidated Funded
                         Indebtedness to Total
         Pricing Level   Capitalization Ratio    Eurodollar Rate   Base Rate


               1                 † 35%                4.00%          3.00%
               2            † 25% and < 35%           3.50%          2.50%
               3                 < 25%                3.00%          2.00%

The Amended Credit Agreement includes usual and customary covenants and events of default for credit facilities of its type, including covenants that limit liens, indebtedness of

The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Amended Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in item 1.01 is hereby incorporated by reference.

(d) Exhibits.

The following are filed as exhibits to this report:

Exhibit
No.                                       Description
10.1         Second Amended and Restated Credit Agreement dated as of July 24, 2009
             among Tidewater Inc. and its domestic subsidiaries, Bank of America,
             N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
             JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as
             Co-Syndication Agents, BBVA Compass and DNB NOR Bank ASA, as
             Co-Documentation Agents, Banc of America Securities LLC, JPMorgan
             Chase Bank, N.A. and Wells Fargo Bank, N.A.as Co-Lead Arranger and
             Banc of America Securities LLC as Sole Book Manager, and the lenders
             party thereto.