Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, Tidewater Inc. (the "Company") and its wholly-owned domestic subsidiaries, as corporate guarantors, are parties to a Term Loan Facility Agreement (originally entered into on May 25, 2012 and as amended and restated from time to time, the "Loan Agreement") with Troms Offshore Supply AS, as borrower (the "Troms Borrower"), Troms Offshore Fleet Holding AS, as vessel owner (the "Troms Vessel Owner"), JB Holding Company B.V., as security provider, the lenders party thereto, Garantiinstituttet for Eksportkreditt, DNB Bank ASA, Grand Cayman Branch, as bank guarantor, DNB Bank ASA, New York Branch, as agent, and DNB Markets, Inc., as arranger and bookrunner (together with the Company and its wholly-owned domestic subsidiaries, the "Troms Loan Parties").

On December 11, 2020, the Troms Loan Parties entered into an Amendment and Restatement Agreement No. 5 (the "Fifth Amendment"), pursuant to which, among other things, the Loan Agreement was modified to (a) amend the relevant provisions to reflect the applicable amendments contained in the third supplemental indenture, dated November 22, 2019, to the indenture, dated as of July 31, 2017 (as amended and supplemented from time to time, the "Indenture"), by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, as described in the Current Report on Form 8-K filed by the Company on November 26, 2019; (b) amend the relevant provisions to reflect the applicable amendments contained in the fourth supplemental indenture, dated November 18, 2020, to the Indenture, as described in the Current Report on Form 8-K filed by the Company on November 23, 2020; (c) permit certain subsidiaries of the Troms Borrower to consolidate, internally reorganize and transfer assets to the Troms Borrower and the Troms Vessel Owner; and (d) to provide mechanics and terms for prepayments of the loans under the Loan Agreement in agreed proportions to any repurchases of notes made under, and as permitted by, the Indenture.

A copy of the Fifth Amendment, including the Amended and Restated Term Loan Facility Agreement annexed thereto, is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated herein by reference. The above description is qualified in its entirety by the complete text of such exhibit.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit
Number                                   Description
            Amendment and Restatement Agreement No. 5 to the Troms Facility
10        Agreement, dated December 11, 2020.

          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)

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