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): July 23, 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 July 23, 2010, Trico Marine Services, Inc. (“Trico” or the “Company”) entered into Amendment No. 2 to Credit Agreement (the “Second Amendment”) by and among Trico, as borrower, Trico Marine Assets, Inc. (“TMA”), Trico Marine Operators, Inc. (“TMO”), Coastal Inland Marine Services Ltd. (“Coastal”), Trico Marine International, Inc. (“TMI”), a Louisiana corporation, Trico Marine Services (Hong Kong) Limited (“TMS Hong Kong”), Servicios de Apoyo Maritimo de Mexico, S. de R.L. de C.V. (“Servicios de Apoyo”), Trico Maritimos Ltda. (“Trico Maritimos”), Trico Marine Cayman, LP (“Trico Cayman”), Trico Holdco, LLC (“Holdco”), a Delaware limited liability company, Trico International Holdings B.V. (“Trico International”) and Trico Marine International Holdings B.V. (“Trico Marine International” and together with Coastal, TMI, TMS Hong Kong, Servicios de Apoyo, Trico Maritimos, Trico Cayman, Holdco, and Trico International, the “Additional Guarantors”), as guarantors, Nordea Bank Finland plc, New York Branch (“Nordea”), as collateral agent, Obsidian Agency Services, Inc. (“Obsidian”), as administrative agent, and affiliates of Tennenbaum Capital Partners, LLC (“Tennenbaum Capital”), as lenders. The Second Amendment amends the Company’s Second Amended and Restated Credit Agreement dated as of June 11, 2010 (the “the U.S. Credit Facility”), to add a carve-out for certain recent amendments to the covenant limiting the ability of the Company and its subsidiaries to enter into restrictive agreements.

(b) Also on July 23, 2010, Trico Shipping AS (“Trico Shipping”), an indirect, wholly-owned subsidiary of the Company, entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”) by and among Trico Shipping, as borrower, the Company and certain of it subsidiaries, as guarantors, Nordea, as administrative agent, and Unicredit Bank AG and affiliates of Tennenbaum Capital, as lenders. The Fourth Amendment amends the Credit Agreement dated as of October 30, 2009, as amended (the “Trico Shipping Working Capital Facility”), to provide that if a grant of a security interest in any assets of Trico Supply AS, a Norwegian limited company and indirect wholly owned subsidiary of Trico, or its subsidiaries that would have otherwise been required to have been granted under the Senior Notes Indenture (as defined in the Trico Shipping Working Capital Facility), ceases to be required thereunder, Trico Supply AS and its subsidiaries will still be obligated under the Trico Shipping Working Capital Facility to grant a security interest securing the obligations in any such assets, with at least the same priority that would have otherwise been required.

The preceding description of the Second Amendment and the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Second Amendment and the Fourth Amendment filed as Exhibit 10.1 and 10.2 to this report, which are incorporated herein by reference.

Relationships

Nordea serves as administrative agent, book runner, joint lead arranger and a lender under a credit agreement providing for up to $15,000,000 in revolving loans and up to $65,000,000 in term loans (the total amount of revolving loans and term loans not to exceed $65,000,000 at any one time outstanding) for which Trico Shipping is the borrower. Affiliates of Tennenbaum Capital serve as lenders under the U.S. Credit Facility and the Trico Shipping Working Capital Facility.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 23, 2010, Trico received notice from the NASDAQ Listing Qualifications Staff that the Company has not maintained a minimum bid price of $1.00 per share based upon the closing bid price for the last 30 consecutive business days for continued listing on the NASDAQ Stock Market under Listing Rule 5450(a)(1). If the Company can demonstrate compliance with the minimum bid price requirement for ten consecutive business days within 180 calendar days, the NASDAQ Listing Qualifications Staff will provide the Company with written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance prior to the expiration of the grace period, it will receive written notification that its securities are subject to delisting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	10.1	Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of July 23, 2010, among Trico Marine Services, Inc., the guarantors party thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch, as collateral agent, and Obsidian Agency Services, Inc., as administrative agent.
	10.2	Fourth Amendment to Credit Agreement dated as of July 23, 2010, by and among Trico Shipping AS, the Company and certain of its subsidiaries, as guarantors, 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: July 29, 2010

TRICO MARINE SERVICES, INC.
By:	/s/ Brett Cenkus
	Name:	Brett Cenkus
	Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of July 23, 2010, among Trico Marine Services, Inc., the guarantors party thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch as collateral agent and Obsidian Agency Services, Inc., as administrative agent.
	10.2	Fourth Amendment to Credit Agreement dated as of July 23, 2010, by and among Trico Shipping AS, the Company and certain of its subsidiaries, as guarantors, the lenders party thereto, and Nordea Bank Finland plc, New York Branch, as administrative agent.

EX-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.

(c) This Amendment may not be amended or otherwise modified except as provided in the Credit Agreement.

(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

EX-10.2

Exhibit 10.2

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT (this “Amendment”), dated as of July 23, 2010, to that certain Credit Agreement dated as of October 30, 2009, by and among Trico Shipping AS, a limited company organized under the laws of Norway (the “Borrower”), Trico Marine Cayman, L.P., a limited partnership organized under the laws of the Cayman Islands (“Trico Cayman”), Trico Holdco LLC, a Delaware limited liability company and the general partner of Trico Cayman (“Trico Holdco”), Trico Supply AS, a limited company organized under the laws of Norway (“Holdings” and, together with Trico Cayman and Trico Holdco, the “Holdco Guarantors”), Trico Marine Services, Inc. (the “Parent”), and certain direct and indirect subsidiaries of Trico Shipping AS (the “Subsidiary Guarantors”), the lenders party thereto from time to time (the “Lenders”), and Nordea Bank Finland plc, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), (as such agreement has been amended by that certain First Amendment and Waiver to Credit Agreement dated as of March 15, 2010, that certain Second Amendment to Credit Agreement and Forbearance Agreement dated as of June 21, 2010, and that certain Third Amendment to Credit Agreement and Forbearance Agreement dated as of June 29, 2010, the “Credit Agreement”). 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 Revolving Lenders and the Required Term 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.

Section 9.11(d) of the Credit Agreement is hereby amended to delete the last “.” therein and to replace it with a “;” and to add the following language immediately after such “;”:

“provided, however, if the grant of a security interest in any assets of Holdings or its Subsidiaries that would have otherwise been required to have been granted under the Senior Notes Indenture as in effect on the Third Amendment Effective Date ceases to be required thereunder for any reason, including, without limitation, because the Senior Notes Indenture is amended, restated, supplemented or otherwise modified, Holdings and its Subsidiaries will still be obligated (and each of Holdings and Borrower hereby agree that it will and will cause each of its Subsidiaries) to grant a security interest securing the Obligations in any such assets, with at least the same priority as would have otherwise been required pursuant to the Senior Notes Indenture as in effect on the Third Amendment Effective Date.”

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, the Parent, each of the Holdco Guarantors and each of the Subsidiary 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 (if applicable) 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.

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 and White & Case LLP, as counsel to certain Lenders, incurred in connection with the execution of this Amendment.

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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 Parent, 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 and the Lenders 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 Parent, the Borrower and the other Credit Parties hereof shall constitute a ratification, adoption, and confirmation by the Parent, 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 Parent, 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.

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.

(c) This Amendment may not be amended or otherwise modified except as provided in the Credit Agreement.

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(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 SHIPPING AS
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Managing Director
TRICO MARINE CAYMAN, L.P. By: Trico Holdco LLC, General Partner By: Trico Marine Services, Inc., its Sole Member
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	President
TRICO HOLDCO LLC By: Trico Marine Services, Inc., its Sole Member
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	President
TRICO SUPPLY AS
By:	/s/ Rishi Varma
	Name:  Title:	Rishi Varma Chairman

[Signature Page to Fourth Amendment to Credit Agreement]

DEEPOCEAN SHIPPING III AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
DEEPOCEAN SHIPPING II AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
DEEPOCEAN SHIPPING AS
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Managing Director
DEEPOCEAN AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
TRICO SUPPLY (UK) LIMITED
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Director
ALBYN MARINE LIMITED
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Director
CTC MARINE PROJECTS LIMITED
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Director

[Signature Page to Fourth Amendment to Credit Agreement]

DEEPOCEAN BRASIL SERVICOS LTDA.
By:	/s/ Tomás Salazar
	Name:	Tomás Salazar
	Title:	Manager
DEEPOCEAN MARITIME AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
DEEPOCEAN MANAGEMENT AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
DEEPOCEAN DE MEXICO S. DE R.L. DE C.V.
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Manager
CTC MARINE NORWAY AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
CTC MARINE PROJECTS (GUERNSEY) LIMITED
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Director
DEEPOCEAN SUBSEA SERVICES LIMITED
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Director

[Signature Page to Fourth Amendment to Credit Agreement]

DEEPOCEAN BV
By:	/s/ Mads Ragnar Bårsden
	Name:	Mads Ragnar Bårsden
	Title:	Director

DEEPOCEAN UK LTD.
By:	/s/ Gerald A. Gray
	Name:	Gerald A. Gray
	Title:	Director

SERVICIOS PROFESIONALES DE APOYO ESPECIALIZADO, S. DE R.L. DE C.V.
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Manager
SERVICIOS DE SOPORTE PROFESIONAL ADMINISTRATIVO, S. DE R.L. DE C.V.
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Manager
TRICO SUBSEA AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
TRICO SUBSEA HOLDING AS
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	Chairman
TRICO MARINE SERVICES, INC.
By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	President & Chief Operating Officer

[Signature Page to Fourth Amendment to Credit Agreement]

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

[Signature Page to Fourth Amendment to Credit Agreement]

UNICREDIT BANK AG (f/k/a BAYERISCHE HYPO- UND VEREINSBANK), as Lender
By:	/s/ Dr. Höpfner
	Name:	Dr. Höpfner
	Title:	Vice President

By:	/s/ Stephan Somitsch
	Name:	Stephan Somitsch
	Title:	Vice President

[Signature Page to Fourth Amendment to Credit Agreement]

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

[Signature Page to Fourth Amendment to Credit Agreement]