EXHIBIT 1.1
TRICO MARINE SERVICES, INC.
__________ Shares
Common Stock
(Par Value $.01 Per Share)
_______________
UNDERWRITING AGREEMENT
New York, New York
November __, 1997
XXXXXXXX & CO. INC.
XXXXXXXXX & COMPANY, INC.
BEAR, XXXXXXX & CO. INC.
XXXXXXX RICE & COMPANY L.L.C.
XXXXXXX XXXXX & ASSOCIATES, INC.
As Representatives of the several
Underwriters named in Schedule I hereto
c/x Xxxxxxxx & Co. Inc.
Equitable Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Trico Marine Services, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters"), an
aggregate of __________ shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"). The ________ shares of Common Stock to be sold by
the Company are herein referred to as the "Firm Securities." In addition, the
Company proposes to grant to the Underwriters an option to purchase up to an
additional _______ shares of Common Stock (the "Option Securities"), on the
terms and for the purposes set forth in Section 2 hereof. The Firm Securities
and the Option Securities are herein collectively referred to as the
"Securities." Except as may be expressly set forth below, any reference to you
in this Agreement shall be solely in your capacity as the Representatives.
1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No. 333-_____), and as
a part thereof a preliminary prospectus, in respect of the Securities, has
been filed with the Securities and Exchange Commission (the "Commission")
in the form heretofore delivered to you and, with the exception of exhibits
to the registration statement, to you for each of the other Underwriters;
if such registration statement has not become effective, an amendment (the
"Final Amendment") to such registration statement, including a form of
final prospectus, necessary to permit such registration statement to become
effective, will promptly be filed by the Company with the Commission; if
such registration statement has become effective and any post-effective
amendment to such registration statement has been filed with the Commission
prior to the execution and delivery of this Agreement, which amendment or
amendments shall be in form acceptable to you, the most recent such
amendment has been declared effective by the Commission; if such
registration statement has become effective, a final prospectus relating to
the Securities containing information permitted to be omitted at the time
of effectiveness by Rule 430A or Rule 434(d) of the rules and regulations
of the Commission under the Securities Act of 1933, as amended (the "Act"),
will promptly be filed by the Company pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Act (any preliminary prospectus
filed as part of such registration statement being herein called a
"Preliminary Prospectus," such registration statement as amended at the
time that it becomes or became effective, or, if applicable, as amended at
the time the most recent post-effective amendment to such registration
statement filed with the Commission prior to the execution and delivery of
this Agreement became effective (the "Effective Date"), including all
exhibits thereto and all information deemed to be a part thereof at such
time pursuant to Rule 430A of the rules and regulations of the Commission
under the Act, or if the Company elects to rely upon Rule 434 of the rules
and regulations of the Commission, then all references to such registration
statement shall include the final or preliminary prospectus and the
applicable term sheet or abbreviated term sheet (the "Term Sheet"), as the
case may be, in the form first furnished to the Underwriters by the Company
in reliance upon Rule 434 of the rules and regulations of the Commission,
being herein called the "Registration Statement," which term shall also
include, when filed, any Registration Statement filed by the Company
pursuant to and which meets the requirements of Section 462 of the Act,
which Registration Statement will be effective upon its filing pursuant to
Rule 462, with any references to said Registration Statement filed pursuant
to Rule 462 to be as of the date it is filed with the Commission, and the
final prospectus relating to the Securities in the form first filed
pursuant to Rule 424(b)(1) or (4) of the rules and regulations of the
Commission under the Act or, if no such filing is required, the form of
final prospectus included in the Registration Statement, being herein
called the "Prospectus");
(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the rules and
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
you expressly for use therein;
(c) On the Effective Date and the date the Prospectus is filed with
the Commission, and when any further amendment or supplements thereto
become effective or are filed with the Commission, as the case may be, the
Registration Statement, the Prospectus or such amendment or supplements, as
the case may be, did and will conform in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
you expressly for use therein;
(d) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and to conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
property, or conducts any business, so as to require such qualification
(except where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the business affairs or
prospects of the Company and its subsidiaries, taken as a whole); and each
of the Company's subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with corporate power and authority to own
its properties and to conduct its business as described in the Prospectus,
and has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other jurisdiction
in which it owns or leases property, or conducts any business, so as to
require such qualification (except where the failure to so qualify would
not have a material adverse effect on the condition, financial or
otherwise, or the business affairs or prospects of the Company and its
subsidiaries, taken as a whole);
(e) All the issued shares of capital stock of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid
and non-assessable and, except as otherwise set forth in the Prospectus and
the Company's 40% equity interest in Xxxxxx Servicos Maritimos Ltda., a
Brazilian limitada, are owned by the Company free and clear of all liens,
encumbrances, equities, security interests, or claims; and there are no
outstanding options, warrants or other rights calling for the issuance of,
and there are no commitments,
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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plans or arrangements to issue, any shares of capital stock of any
subsidiary or any security convertible or exchangeable or exercisable for
capital stock of any subsidiary; except for the shares of stock of each
subsidiary owned by the Company, neither the Company nor any subsidiary
owns, directly or indirectly, any shares of capital stock of any
corporation or have any equity interest in any firm, partnership, joint
venture or other entity;
(f) The Company has all corporate power and authority to execute,
deliver and perform its obligations under this Agreement; the execution,
delivery and performance by the Company of its obligations under this
Agreement have been duly and validly authorized by all requisite corporate
action of the Company; and this Agreement constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms except as enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the rights of creditors generally, by general principles of
equity and, with respect to Section 8 hereof, by public policy underlying
the federal or state securities laws;
(g) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included in the
Prospectus, any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
which loss or interference is material to the Company and its subsidiaries,
taken as a whole; and, since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has not
been, and prior to the Time of Delivery (as defined in Section 4 hereof)
there will not be, any change in the capital stock (other than shares
issued pursuant to the exercise of employee stock options that the
Prospectus indicates are outstanding (the "Employee Option Shares") or
short-term debt or long-term debt of the Company or any of its subsidiaries
(excluding changes in the amount of indebtedness outstanding under the
Company's Bank Credit Facility (as defined in the Registration Statement)
which are incurred for the acquisition of vessels or working capital
purposes), or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole, otherwise
than as set forth or contemplated in the Prospectus;
(h) The Company and its subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described or contemplated by
the Prospectus, or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be made of
such property by the Company and its subsidiaries, and any real property
and buildings held under lease by the Company and its subsidiaries are held
by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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made and proposed to be made of such real property and buildings by the
Company and its subsidiaries;
(i) The Company has an authorized, issued and outstanding
capitalization as set forth in the Registration Statement, and all the
issued shares of capital stock of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable, are free of any
preemptive rights, rights of first refusal or similar rights, were issued
and sold in compliance with the applicable Federal and state securities
laws and conform in all material respects to the description in the
Prospectus; except as described in the Prospectus, there are no outstanding
options, warrants or other rights calling for the issuance of, and there
are no commitments, plans or arrangements to issue, any shares of capital
stock of the Company or any security convertible or exchangeable or
exercisable for capital stock of the Company; there are no holders of
securities of the Company who, by reasons of the filing of the Registration
Statement have the right (and have not waived such right) to request the
Company to include in the Registration Statement securities owned by them;
(j) The Securities to be issued and sold by the Company to the
Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be
duly and validly issued, fully paid and non-assessable, and will conform in
all material respects to the description thereof in the Prospectus and will
be quoted on the Nasdaq National Market as of the Effective Date;
(k) The performance of this Agreement, the consummation of the
transactions herein contemplated and the issue and sale of the Securities
and the compliance by the Company with all the provisions of this Agreement
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge, claim, or encumbrance upon, any
of the property or assets of the Company or any of its subsidiaries
pursuant to, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or the By-Laws, in
each case as amended to the date hereof, of the Company or any of its
subsidiaries or any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any
of its subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any court or
governmental agency or body is required for the issue and sale of the
Securities or the consummation of the other transactions contemplated by
this Agreement, except the registration under the Act of the Securities,
and such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities or Blue
Sky laws in connection with the purchase and distribution of the Securities
by the Underwriters;
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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(l) There are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries or any of their respective officers
or directors is a party or of which any property of the Company or any of
its subsidiaries is the subject, other than litigation or proceedings
incident to the business conducted by the Company and its subsidiaries
which will not individually or in the aggregate have a material adverse
effect on the current or future financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened or
contemplated by others;
(m) The Company and its subsidiaries have such licenses, permits and
other approvals or authorizations of and from governmental or regulatory
authorities ("Permits") as are necessary under applicable law to own their
respective properties and to conduct their respective businesses in the
manner now being conducted and as described in the Prospectus; and the
Company and its subsidiaries have fulfilled and performed all of their
respective obligations with respect to such Permits, and no event has
occurred which allows, or after notice or lapse of time or both would
allow, revocation or termination thereof or result in any other impairment
of the rights of the holder of any such permits where such revocation,
termination or impairment would have a material adverse effect on the
current or future financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole;
(n) Coopers & Xxxxxxx L.L.P. who have certified certain financial
statements of the Company and its consolidated subsidiaries and delivered
their report with respect to the audited consolidated financial statements
and schedules included in the Registration Statement and the Prospectus,
are independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;
(o) The consolidated financial statements, together with related
schedules and notes thereto, of the Company and its subsidiaries, and
Saevik Supply ASA ("Saevik") and its subsidiaries included in the
Registration Statement and the Prospectus present fairly the financial
condition, the results of operations and the cash flows of the Company and
its subsidiaries, and Saevik and its subsidiaries, respectively, as of the
dates and for the periods therein specified. The historical financial
statements, together with related schedules and notes thereto, of [Viking
Vessels] comply as to form in all material respects with the requirements
applicable to registration statements on Form S-3 under the Act and present
fairly in all material respects the financial condition, revenues and
direct operating expenses and other information purported to be shown
therein of [Viking Vessels]. Such financial statements have been prepared
in conformity with generally accepted accounting principles consistently
applied throughout the periods involved, except as otherwise stated
therein. The other financial and statistical information and data set
forth in the Registration Statement and the Prospectus is accurately
presented and, to the extent such information and data is derived from the
financial statements and books and records of the Company, its
subsidiaries, Saevik,
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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Saevik's subsidiaries and [Viking Vessels], is prepared on a basis
consistent with such financial statements and the books and records of the
Company, its subsidiaries, Saevik, Saevik's subsidiaries and [Viking
Vessels]. No other financial statements or schedules are required to be
included in the Registration Statement and the Prospectus;
(p) There are no statutes or governmental regulations, or any
contracts or other documents that are required to be described in or filed
as exhibits to the Registration Statement which are not described therein
or filed as exhibits thereto; and all such contracts to which the Company
or any subsidiary is a party have been duly authorized, executed and
delivered by the Company or such subsidiary, constitute valid and binding
agreements of the Company or such subsidiary and are enforceable against
the Company or subsidiary in accordance with the terms thereof;
(q) Neither the Company nor any of and its subsidiaries are in
violation of any term or provision of its Certificate of Incorporation or
By-Laws (or similar corporate constituent documents), in each case as
amended to the date hereof; nor are the Company or any of its subsidiaries
in violation of any law, ordinance, administrative or governmental rule or
regulation applicable to the Company or any of its subsidiaries, or of any
decree of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries where such violation would have a
material adverse effect on the current or future financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole;
(r) No default exists, and no event has occurred which with notice or
lapse of time, or both, would constitute a default in the due performance
and observance of any term, covenant or condition of any indenture,
mortgage, deed of trust, bank loan or credit agreement, lease or other
agreement or instrument to which the Company or any of its subsidiaries is
a party or by which any of them or their respective properties is bound or
may be affected where such default would have a material adverse effect on
the current or future financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, taken as a whole;
(s) The Company and its subsidiaries have timely filed all necessary
tax returns and notices and have paid all federal, state, county, local and
foreign taxes of any nature whatsoever for all tax years through December
31, 1996, to the extent such taxes have become due. The Company has no
knowledge, or any reasonable grounds to know, of any tax deficiencies which
would have a material adverse effect on the Company or any of its
subsidiaries; the Company and its subsidiaries have paid all taxes which
have become due, whether pursuant to any assessments, or otherwise, and
there is no further liability (whether or not disclosed on such returns) or
assessments for any such taxes, and no interest or penalties accrued or
accruing with respect thereto, except as may be set forth or adequately
reserved for in the financial statements included in the Registration
Statement; the amounts currently set up as provisions for taxes or
otherwise by the Company and its subsidiaries on
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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their books and records are sufficient for the payment of all their unpaid
federal, foreign, state, county and local taxes accrued through the dates
as of which they speak, and for which the Company and its subsidiaries may
be liable in their own right, or as a transferee of the assets of, or as
successor to any other corporation, association, partnership, joint venture
or other entity;
(t) The Company will not, during the period of [90] days after the
date hereof except pursuant to this Agreement, offer, sell, contract to
sell or otherwise dispose of any capital stock of the Company (or
securities convertible into, or exchangeable for, capital stock of the
Company), directly or indirectly, without the prior written consent of
Xxxxxxxx & Co. Inc. except for grants under the Company's 1993 Stock Option
Plan and the 1996 Incentive Compensation Plan and the issuance of stock
upon the exercise of any options granted thereunder;
(u) The Company and its subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences;
(v) Neither the Company nor any of its subsidiaries is in violation
of any foreign, federal, state or local law or regulation relating to the
protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants, nor any federal or
state law relating to discrimination in the hiring, promotion or paying of
employees nor any applicable federal or state wages and hours laws, nor any
provisions of the Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations promulgated thereunder, where such
violation would have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(w) None of the Company or its subsidiaries, or its officers,
directors, employees or agents has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity, or made any unlawful payment of funds of
the Company or any subsidiary or received or retained any funds in
violation of any law, rule or regulation;
(x) None of the Company or its subsidiaries, or its officers,
directors, employees or agents have taken or will take, directly or
indirectly, any action designed to or which has constituted or that might
be reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities;
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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(y) The Company is not and, after giving effect to the offering and
sale of the Securities, will not be an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended;
[(z) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes;]
(aa) The Company and its subsidiaries have in effect with insurers of
recognized financial responsibility insurance against such losses and risks
and in amounts that the Company reasonably are adequate in light of the
business conducted by the Company and its subsidiaries;
(bb) Neither the Company nor any of its subsidiaries is party to any
union or collective bargaining agreements, and no labor disturbance, strike
or slowdown exists, or, to the Company's knowledge, is threatened, by or
involving any employees of the Company or its subsidiaries, in any such
case that is or would be reasonably likely to have a material adverse
effect on the consolidated financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole;
(cc) The statements set forth in the Prospectus under the caption
"Description of Capital Stock," insofar as they purport to constitute a
summary of the terms of the Common Stock, are, in all material respects,
accurate and complete; and
(dd) The Company and any of its subsidiaries that owns the marine
vessels described in the Prospectus (the "Vessels"), which operate in
United States coastwise trade, are and at all times have been citizens of
the United States within the meaning of Section 2 of the Shipping Act of
1916, as amended, 46 U.S.C. (S) 802 (the "Shipping Act"), and qualified to
engage in coastwise trade. At no time during the Company or any
subsidiary's ownership of the Vessels have any of the Vessels been sold,
chartered or otherwise transferred to any person or entity in violation of
any applicable laws, rules or regulations. Except as set forth of Schedule
III, each Vessel has clean certificate of inspection from the United States
Coast Guard and an American Bureau of Shipping load line certificate where
applicable, in each case free of reported or reportable exceptions or
notations of record.
(ee) The Company has commenced, and is conducting, a public bid for
all of the outstanding shares of Saevik in accordance with the rules of the
Oslo Stock Exchange and applicable law. Such public bid remains open for
acceptance on the terms described in the Prospectus.
2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters an aggregate of _________
Firm Securities, and each of the Underwriters agrees to purchase from the
Company, at a purchase price of $_____ per share, the
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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respective aggregate number of Firm Securities determined in the manner set
forth below. The obligation of each Underwriter to the Company shall be to
purchase that portion of the number of shares of Common Stock to be sold by the
Company pursuant to this Agreement as the number of Firm Securities set forth
opposite the name of such Underwriter on Schedule I bears to the total number of
Firm Securities to be purchased by the Underwriters pursuant to this Agreement,
in each case adjusted by you such that no Underwriter shall be obligated to
purchase Firm Securities other than in 100 share amounts. In making this
Agreement, each Underwriter is contracting severally and not jointly.
In addition, subject to the terms and conditions herein set forth, the
Company agrees to sell, to the Underwriters, as required (for the sole purpose
of covering over-allotments in the sale of the Firm Securities), up to _______
Option Securities at the purchase price per share of the Firm Securities being
sold by the Company as stated in the preceding paragraph (with any Option
Securities sold to the Underwriters pursuant to this paragraph being sold in
accordance with the procedures listed on Schedule IV attached hereto). The
right to purchase the Option Securities may be exercised by your giving 48
hours' prior written or telephonic notice (subsequently confirmed in writing) to
the Company of your determination to purchase all or a portion of the Option
Securities. Such notice may be given at any time within a period of 30 days
following the date of this Agreement. Option Securities shall be purchased
severally for the account of each Underwriter in proportion to the number of
Firm Securities set forth opposite the name of such Underwriter in Schedule I
hereto. No Option Securities shall be delivered to or for the accounts of the
Underwriters unless the Firm Securities shall be simultaneously delivered or
shall theretofore have been delivered as herein provided. The respective
purchase obligations of each Underwriter shall be adjusted by you so that no
Underwriter shall be obligated to purchase Option Securities other than in 100
share amounts. The Underwriters may cancel any purchase of Option Securities at
any time prior to the Option Securities Delivery Date (as defined in Section 4
hereof) by giving written notice of such cancellation to the Company.
3. The Underwriters propose to offer the Securities for sale upon the
terms and conditions set forth in the Prospectus.
4. Certificates in definitive form for the Firm Securities to be
purchased by each Underwriter hereunder shall be delivered by or on behalf of
the Company to you for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable in New York Clearing House funds, (or, if
the Underwriters and the Company agree, by means of a wire transfer of same-day
funds in accordance with written instructions from the Company pursuant to which
the Company will reimburse the Underwriters for their costs of obtaining such
same-day funds) to the order of the Company for the purchase price of the Firm
Securities being sold by the Company at the office of Xxxxxxxx & Co. Inc.,
Equitable Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:30 a.m., New York
City time, on November __, 1997, or at such other time, date and place as you
and the Company may agree upon in writing, such time and date being herein
called the "Time of Delivery."
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
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Certificates in definitive form for the Option Securities to be purchased
by each Underwriter hereunder shall be delivered by or on behalf of the Company
to you for the account of such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price thereof by certified or official bank
check or checks, payable in New York Clearing House funds, to the order of the
Company, for the purchase price of the Option Securities, in New York, New York,
at such time and on such date (not earlier than the Time of Delivery nor later
than ten business days after giving of the notice delivered by you to the
Company with reference thereto) and in such denominations and registered in such
names as shall be specified in the notice delivered by you to the Company with
respect to the purchase of such Option Securities. The date and time of such
delivery and payment are herein sometimes referred to as the "Option Securities
Delivery Date." The obligations of the Underwriters shall be subject, in their
discretion, to the condition that there shall be delivered to the Underwriters
on the Option Securities Delivery Date opinions and certificates, dated such
Option Securities Delivery Date, referring to the Option Securities, instead of
the Firm Securities, but otherwise to the same effect as those required to be
delivered at the Time of Delivery pursuant to Sections 7(d), 7(e), and 7(h).
Certificates for the Firm Securities and the Option Securities so to be
delivered will be in good delivery form, and in such denominations and
registered in such names as you may request not less than 48 hours prior to the
Time of Delivery and the Option Securities Delivery Date, respectively. Such
certificates will be made available for checking and packaging in New York, New
York, at least 24 hours prior to the Time of Delivery and Option Securities
Delivery Date.
5. The Company covenants and agrees with each of the Underwriters:
(a) If the Registration Statement has not become effective, to file
promptly the Final Amendment with the Commission and use its best efforts
to cause the Registration Statement to become effective; if the
Registration Statement has become effective, to comply with the
requirements of Rule 430A and/or Rule 434 of the rules and regulations of
the Commission; to make no further amendment or any supplement to the
Registration Statement or Prospectus which shall be disapproved by you
after reasonable notice thereof; to advise you, promptly after it receives
notice thereof of the time when the Registration Statement, or any
amendment thereto, or any amended Registration Statement has become
effective or any supplement to the Prospectus or any amended Prospectus has
been filed, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus, of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and in the event of the issuance
of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain withdrawal of
such order; to file, within two days of the date hereof, a Registration
Statement pursuant to Rule 462 of the Act;
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-11-
(b) Promptly from time to time to take such action as you may request
to qualify the Securities for offering and sale under the securities laws
of such jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish each of the Representatives and counsel for the
Underwriters, without charge, signed copies of the registration statement
originally filed with respect to the Securities and each amendment thereto
(in each case including all exhibits thereto) and to each other
Underwriter, without charge, a conformed copy of such registration
statement and each amendment thereto (in each case without exhibits
thereto) and, prior to 9:00 a.m., New York City time, on the business day
next succeeding the date of this Agreement and from time to time so long as
a prospectus relating to the Securities is required to be delivered under
the Act, as many copies of each Preliminary Prospectus, the Prospectus and
all amendments or supplements thereto as you may from time to time
reasonably request. If at any time when a prospectus is required to be
delivered under the Act an event shall have occurred as a result of which
the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary
in order to make statements therein, in the light of the circumstances
under which they were made when such Prospectus is delivered, not
misleading, or if for any other reason it shall be necessary to amend or
supplement the Prospectus in order to comply with the Act, the Company will
forthwith prepare and, subject to the provisions of Section 5(a) hereof,
file with the Commission an appropriate supplement or amendment thereto,
and will furnish to each Underwriter and to any dealer in securities,
without charge, as many copies as you may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which
will correct such statement or omission or effect such compliance in
accordance with the requirements of Section 10 of the Act;
(d) To make generally available to its stockholders as soon as
practicable, but in any event not later than 45 days after the close of the
period covered thereby, an earnings statement in form complying with the
provisions of Section 11(a) of the Act covering a period of 12 consecutive
months beginning not later than the first day of the Company's fiscal
quarter next following the Effective Date;
(e) To file promptly all documents required to be filed with the
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), subsequent to the Effective
Date;
(f) For a period of five years from the Effective Date, to furnish to
its stockholders after the end of each fiscal year an annual report meeting
the requirements of the Exchange Act (including a consolidated balance
sheet and statements of income, cash
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-12-
flow and stockholders' equity of the Company and its subsidiaries certified
by independent public accountants);
(g) During a period of five years from the Effective Date, to furnish
to you copies of all reports or other communications (financial or other)
furnished to its stockholders, and deliver to you (i) as soon as they are
available, copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed; and (ii) such additional
information concerning the business and financial condition of the Company
as you may from time to time reasonably request in connection with your
obligations hereunder;
(h) To apply the net proceeds from the sale of the Securities in the
manner set forth in the Prospectus under the caption "Use of Proceeds;"
(i) That it will not, and will cause its subsidiaries, officers,
directors, employees, agents and affiliates not to, take, directly or
indirectly, any action designed to cause or result in, or that might
reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or
resale of the Securities;
(j) That prior to the Time of Delivery there will not be any change
in the capital stock (other than the issuance of Employee Option Shares) or
material change in the short-term debt or long-term debt of the Company or
any of its subsidiaries (except for changes in the amount of indebtedness
outstanding under the Company's Bank Credit Facility (as defined in the
Registration Statement) incurred for the acquisition of vessels or working
capital purposes), or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or
results of operations of the Company or any of its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus;
(k) That it will not, and will cause each of its executive officers
and directors to enter into agreements with the Representatives in the form
set forth in Exhibit A to the effect that they will not, during the period
of 90 days after the date hereof (other than pursuant to this Agreement),
sell, offer or agree to sell or otherwise dispose of any capital stock of
the Company (or securities convertible into, or exchangeable for, capital
stock of the Company), directly or indirectly, without the prior written
consent of the Representatives, provided that the foregoing restrictions
shall not apply to grants under the Company's 1993 Stock Option Plan and
1996 Incentive Compensation Plan and the exercise of options granted
thereunder or pursuant to the terms of convertible securities of the
Company outstanding on the date hereof or to any gift of Common Stock or
any private sale of Common Stock not made on the open market to a donee or
purchaser, respectively, that agrees in writing for the benefit of the
Representatives to be bound by the same restrictions with respect to such
shares;
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-13-
(l) That it has caused the Securities to be included for quotation on
the Nasdaq National Market as of the Effective Date; and
[(m) That, if it commences engaging in business with the government
of Cuba or with any person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective with the Commission
or with the Florida Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in the Prospectus,
if any, concerning the Company's business with Cuba or with any person or
affiliate located in Cuba changes in any material way, the Company will
provide the Department notice of such business or change, as appropriate,
in a form acceptable to the Department.]
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid: the fees, disbursements and expenses
of counsel and accountants for the Company, and all other expenses, in
connection with the preparation, printing and filing of the Registration
Statement and the Prospectus and amendments and supplements thereto and the
furnishing of copies thereof, including charges for mailing, air freight and
delivery and counting and packaging thereof and of any Preliminary Prospectus
and related offering documents to the Underwriters and dealers; the cost of
copying and distributing this Agreement, the Agreement Among Underwriters, the
Selling Agreement, communications with the Underwriters and selling group and
the Preliminary and Supplemental Blue Sky Memoranda and any other documents in
connection with the offering, purchase, sale and delivery of the Securities; all
expenses in connection with the qualification of the Securities for offering and
sale under securities laws as provided in Section 5(b) hereof, including filing
and registration fees and the fees, reasonable disbursements and expenses for
counsel for the Underwriters in connection with such qualification and in
connection with Blue Sky surveys or similar advice with respect to sales; the
filing fees incident to securing any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; all
fees and expenses in connection with quotation of the Securities on the Nasdaq
National Market; and all other costs and expenses incident to the performance
of their obligations hereunder which are not otherwise specifically provided for
in this Section 6, including the fees of the Company's Transfer Agent and
Registrar, the cost of any stock issue or transfer taxes on sale of the
Securities to the Underwriters, the cost of the Company's personnel and other
internal costs, the cost of printing and engraving the certificates representing
the Securities and all expenses and taxes incident to the sale and delivery of
the Securities to be sold by the Company to the Underwriters hereunder. It is
understood, however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all their own costs and expenses,
including the fees of their counsel, stock transfer taxes on resale of any of
the Securities by them, and any advertising expenses connected with any offers
they may make.
7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-14-
performed all its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Registration Statement shall have become effective, and you
shall have received notice thereof not later than 10:00 p.m., New York City
time, on the date of execution of this Agreement, or at such other time as
you and the Company may agree; if required, the Prospectus shall have been
filed with the Commission in the manner and within the time period required
by Rule 424(b); no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall
have been complied with to your reasonable satisfaction;
(b) All corporate proceedings and related legal and other matters in
connection with the organization of the Company and the registration,
authorization, issue, sale and delivery of the Securities shall have been
reasonably satisfactory to Xxxxxx & Xxxxxx L.L.P., counsel to the
Underwriters, and Xxxxxx & Xxxxxx L.L.P. shall have been timely furnished
with such papers and information as they may reasonably have requested to
enable them to pass upon the matters referred to in this subsection;
(c) You shall not have advised the Company that the Registration
Statement or Prospectus, or any amendment or supplement thereto, contains
an untrue statement of fact or omits to state a fact which in your judgment
is in either case material and in the case of an omission is required to be
stated therein or is necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(d) Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P.
("Xxxxx, Xxxxxx"), counsel to the Company, shall have furnished to you
their written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:
(i) The Company has been duly and validly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware, and is qualified to do business and is in good
standing in each jurisdiction in which its ownership or leasing of
properties requires such qualification or the conduct of its business
requires such qualification (except where the failure to so qualify
would not have a material adverse effect on the condition, financial
or otherwise, or the business affairs or prospects of the Company and
its subsidiaries, taken as a whole); and the Company has all necessary
corporate power and all material governmental authorizations, permits
and approvals required to own, lease and operate its properties and
conduct its business as described in the Prospectus;
(ii) Each of the Company's subsidiaries has been duly and
validly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, and
is qualified to do business and is in good
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-15-
standing in each jurisdiction in which its ownership or leasing of
properties requires such qualification or the conduct of its business
requires such qualification (except where the failure to so qualify
would not have a material adverse effect on the condition, financial
or otherwise, or the business affairs or prospects of the Company and
its subsidiaries, taken as a whole); and each such subsidiary has all
necessary corporate power and all material governmental
authorizations, permits and approvals required to own, lease and
operate its properties and to conduct its business as described in the
Prospectus;
(iii) All the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly authorized and are validly
issued and outstanding, are fully paid and non-assessable, except as
otherwise set forth in the Prospectus and the Company's 40% equity
interest in Xxxxxx Servicos Maritimos Ltda., a Brazilian limitada, are
owned by the Company of record and to the best knowledge of such
counsel, (A) beneficially and (B) free and clear of all liens,
encumbrances, equities, security interests or claims of any nature
whatsoever; and neither the Company nor any of its subsidiaries has
granted any outstanding options, warrants or commitments with respect
to any shares of its capital stock, whether issued or unissued, except
as otherwise described in the Prospectus;
(iv) The Company has an authorized capitalization as set forth
in the Registration Statement and all the issued shares of capital
stock of the Company have been duly and validly authorized and issued
and are fully paid and non-assessable; are free of any preemptive
rights, and were issued and sold in compliance with all applicable
Federal and state securities laws; except as described in the
Prospectus, to the knowledge of such counsel, there are no outstanding
options, warrants or other rights calling for the issuance of, and
there are no commitments, plans or arrangements to issue, any shares
of capital stock of the Company; the Securities being sold by the
Company have been duly and validly authorized and, when duly
countersigned by the Company's Transfer Agent and Registrar and
issued, delivered and paid for in accordance with the provisions of
the Registration Statement and this Agreement, will be duly and
validly issued, fully paid and non-assessable; the Securities conform
to the description thereof in the Prospectus; the Securities have been
duly authorized for quotation on the Nasdaq National Market, as of the
Effective Date; and the certificates for the Securities are in valid
and sufficient form;
(v) To the best of such counsel's knowledge, there are no legal
or governmental proceedings pending or threatened to which the Company
or any of its subsidiaries or any of their respective officers or
directors is a party or of which any property of the Company or any of
its subsidiaries is the subject which, if resolved against the Company
or any of its subsidiaries or any of their respective officers or
directors, individually, or to the extent involving related claims or
issues, in the aggregate, is of a character required to be disclosed
in the Prospectus;
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-16-
(vi) This Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement
of the Company enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
rights of creditors generally and by general principles of equity and,
with respect to Section 8 of this Agreement, by public policy under
federal and state securities laws;
(vii) The Company has full corporate power and authority to
execute, deliver and perform this Agreement, and the execution,
delivery and performance of this Agreement, the consummation of the
transactions herein contemplated and the issue and sale of the
Securities and the compliance by the Company with all the provisions
of this Agreement will not conflict with, or result in a breach of any
of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge, claim or
encumbrance upon, any of the property or assets of the Company or any
of its subsidiaries pursuant to, the terms of any indenture, mortgage,
deed of trust, loan agreement or other material agreement or
instrument known to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the Certificate of
Incorporation or the By-Laws, in each case as amended, of the Company
or any of its subsidiaries, or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency
or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties;
(viii) No consent, approval, authorization, order, registration
or qualification of or with any court or any regulatory authority or
other governmental body is required for the issue and sale of the
Securities or the consummation of the other transactions contemplated
by this Agreement, except such as have been obtained under the Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities or
Blue Sky laws in connection with the purchase and distribution of the
Securities by the Underwriters;
(ix) To the best of such counsel's knowledge, neither the
Company nor any of its subsidiaries is currently in violation of its
Certificate of Incorporation or By-Laws or in default under, any
indenture, mortgage, deed of trust, lease, bank loan or credit
agreement or any other agreement or instrument of which such counsel
has knowledge to which the Company or any of its subsidiaries is a
party or by which any of them or any of their property may be bound or
affected (in any respect that is material in light of the financial
condition of the Company and its subsidiaries, taken as a whole);
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-17-
(x) There are no preemptive or other rights to subscribe for
or to purchase, nor any restriction upon the voting or transfer of,
any Securities pursuant to the Company's Certificate of Incorporation
or By-Laws (except as provided in the Company's Certificate of
Incorporation with respect to ownership of Common Stock by non-U.S.
citizens), in each case as amended to the date hereof, or any
agreement or other instrument known to such counsel; and no holders of
securities of the Company have rights to the registration thereof
under the Registration Statement or, if any such holders have such
rights, such holders have waived such rights;
(xi) To the extent summarized therein, all contracts and
agreements summarized in the Registration Statement and the Prospectus
are fairly summarized therein, conform in all material respects to the
descriptions thereof contained therein, and, to the extent such
contracts or agreements or any other material agreements are required
under the Act or the rules and regulations thereunder to be filed, as
exhibits to the Registration Statement, they are so filed; and such
counsel does not know of any contracts or other documents required to
be summarized or disclosed in the Prospectus or to be so filed as an
exhibit to the Registration Statement, which have not been so
summarized or disclosed, or so filed;
(xii) All descriptions in the Prospectus of statutes,
regulations or legal or governmental proceedings are fair summaries
thereof and fairly present the information required to be shown with
respect to such matters;
(xiii) The Registration Statement has become effective under the
Act, the Prospectus has been filed in accordance with Rule 424(b) of
the rules and regulations of the Commission under the Act, including
the applicable time periods set forth therein, or such filing is not
required and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending or threatened under the Act, and the Registration Statement,
the Prospectus and each amendment or supplement thereto, as of their
respective effective or issue dates, complied as to form in all
material respects with the requirements of the Act and the rules and
regulations thereunder; it being understood that such counsel need
express no opinion as to the financial statements and schedules or
other financial data contained in the Registration Statement or the
Prospectus.
Such counsel shall also state that nothing has come to such
counsel's attention that would lead such counsel to believe that
either the Registration Statement or any amendment or supplement
thereto, at the time such Registration Statement or amendment or
supplement became effective, or the Prospectus or any amendment or
supplement thereto, as of its date and as of the Time of Delivery,
contains or contained any untrue statement of material fact or omitted
or omits to
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-18-
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading.
In rendering their opinions set forth in Section 7(d) above, such
counsel may rely, to the extent deemed advisable by such counsel, (a)
as to factual matters, upon certificates of public officials and
officers of the Company, and (b) as to the laws of any jurisdiction
other than the United States and jurisdictions in which they are
admitted, on opinions of counsel (provided, however, that you shall
have received a copy of each of such opinions which shall be dated the
Time of Delivery, addressed to you or otherwise authorizing you to
rely thereon, and Xxxxx, Xxxxxx in its opinion to you delivered
pursuant to this subsection, shall state that such counsel are
satisfactory to them and Xxxxx, Xxxxxx has no reason to believe that
the Underwriters and they are not justified to so rely);
(e) Xxxxxx & Xxxxxx L.L.P., counsel to the Underwriters, shall have
furnished to you their written opinion or opinions, dated the Time of
Delivery, in form and substance satisfactory to you, with respect to the
incorporation of the Company, the validity of the Securities, the
Registration Statement, the Prospectus and other related matters as you may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;
(f) At the time this Agreement is executed and also at the Time of
Delivery, each of Coopers & Xxxxxxx L.L.P., [auditors for Saevik] and
[auditors for Viking Vessels] shall have furnished to you a letter or
letters, dated the date of this Agreement and the Time of Delivery, in form
and substance satisfactory to you, to the effect, that:
(i) They are independent accountants with respect to the
Company and its subsidiaries, Saevik and Saevik's subsidiaries or
[Viking Vessels], as the case may be, within the meaning of the Act
and the applicable published rules and regulations thereunder;
(ii) In their opinion the consolidated financial statements of
the Company, its subsidiaries, Saevik, its subsidiaries or [Viking
Vessels], as the case may be, (including the related schedules and
notes) included in the Registration Statement and Prospectus and
covered by their reports included therein comply as to form in all
material respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder;
(iii) On the basis of specified procedures as of a specified
date not more than five days prior to the date of their letter (which
procedures do not constitute an examination made in accordance with
generally accepted auditing standards), consisting of a reading of the
latest available unaudited interim consolidated financial statements
of the Company, its subsidiaries, Saevik, its subsidiaries or [Viking
Vessels], as the case may be, a reading of the latest available
minutes of any meeting of the Board of Directors and stockholders of
the Company, its subsidiaries, Saevik, its subsidiaries or [Viking
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-19-
Vessels], as the case may be, since the date of the latest audited
financial statements included in the Prospectus, inquiries of
officials of the Company, its subsidiaries, Saevik, its subsidiaries
or [Viking Vessels], as the case may be, who have responsibility for
financial and accounting matters, and such other procedures or
inquiries as are specified in such letter, nothing came to their
attention that caused them to believe that:
(A) The unaudited consolidated condensed financial
statements of the Company, its subsidiaries, Saevik, its
subsidiaries or [Viking Vessels], as the case may be, included in
the Prospectus do not comply in form in all material respects
with the applicable accounting requirements of the Act and the
rules and regulations promulgated thereunder or are not presented
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited consolidated financial statements included in the
Registration Statement and the Prospectus;
(B) as of a specified date not more than five days prior to
the date of their letter, there was any change in the capital
stock, or the long-term debt of the Company, its subsidiaries,
Saevik, its subsidiaries or [Viking Vessels], as the case may be,
on a consolidated basis, or any decrease in total assets, total
current assets or stockholders' equity or other items specified
by the Representatives, of the Company, its subsidiaries, Saevik,
its subsidiaries or [Viking Vessels], as the case may be, on a
consolidated basis, each as compared with the amounts shown on
the September 30, 1997 balance sheet included in the Registration
Statement and the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have
occurred or may occur or such other changes, decreases or
increases which are described in their letter and which do not,
in the sole judgment of the Representatives, make it impractical
or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement; and
(C) for the period from October 1, 1997 to a specified date
not more than five days prior to the date of such letter, there
was any decrease, as compared with the corresponding period of
the preceding fiscal year, in the following consolidated amounts
of the Company, its subsidiaries, Saevik, its Subsidiaries or
[Viking Vessels], as the case may be: total revenues, income
(loss) before income taxes, net income (loss) or net income
(loss) per average common share outstanding, except in all
instances for decreases which the Registration Statement
discloses have occurred or may occur; or such other decreases
which are described in their letter and which do not, in the sole
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-20-
judgment of the Representatives, make it impractical or
inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement; and
(iv) in addition to the examination referred to in their
reports included in the Registration Statement and the Prospectus and
the limited procedures referred to in clause (iii) above, they have
carried out certain specified procedures, not constituting an audit,
with respect to certain amounts, percentages and financial information
specified by the Representatives, which are derived from the general
accounting records of the Company, its subsidiaries, Saevik, its
subsidiaries or [Viking Vessels], as the case may be, which appear in
the Prospectus, or in Part II of, or in exhibits and schedules to, the
Registration Statement, and have compared such amounts and financial
information with the accounting records of the Company, its
subsidiaries, Saevik, its subsidiaries or [Viking Vessels], as the
case may be, and have found them to be in agreement and have proved
the mathematical accuracy of certain specified percentages.
(g) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included in the Prospectus, any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree; and since the respective dates as of which information is given
in the Prospectus, there shall not have been any change in the capital
stock (other than the issuance of Employee Option Shares) or short-term
debt or long-term debt (excluding changes in the amount of indebtedness
outstanding under the Company's Bank Credit Facility (as defined in the
Registration Statement) incurred for the acquisition of vessels or working
capital purposes) of the Company or any of its subsidiaries nor any change
or any development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, otherwise than
as set forth or contemplated in the Prospectus, the effect of which, in any
such case is in your judgment so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in
the Prospectus;
(h) Between the date hereof and the Time of Delivery there shall have
been no declaration of war by the Government of the United States; at the
Time of Delivery there shall not have occurred any material adverse change
in the financial or securities markets in the United States or in
political, financial or economic conditions in the United States or any
outbreak or material escalation of hostilities or other calamity or crisis,
the effect of which is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities or to enforce
contracts for the resale of Securities and no event shall have occurred
resulting in (i) trading in securities generally on the New York Stock
Exchange or in the Common Stock on the principal securities exchange or
market in which the Common Stock
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-21-
is listed or quoted being suspended or limited or minimum or maximum prices
being generally established on such exchanges or market, or (ii) additional
material governmental restrictions, not in force on the date of this
Agreement, being imposed upon trading in securities generally by the New
York Stock Exchange or in the Common Stock on the principal securities
exchange or market in which the Common Stock is listed or quoted or by
order of the Commission or any court or other governmental authority, or
(iii) a general banking moratorium being declared by either Federal or New
York authorities;
(i) The Company shall have furnished or caused to be furnished to you
at the Time of Delivery certificates signed by the chief executive officer
and the chief financial officer, on behalf of the Company, satisfactory to
you as to such matters as you may reasonably request and as to (i) the
accuracy of the Company's representations and warranties herein at and as
of the Time of Delivery and (ii) the performance by the Company of all its
obligations hereunder to be performed at or prior to the Time of Delivery;
(iii) the fact that they have carefully examined the Registration Statement
and Prospectus and, (a) as of the Effective Date, the statements contained
in the Registration Statement and the Prospectus were true and correct and
neither the Registration Statement nor the Prospectus omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading and (b) since the Effective Date, no
event has occurred that is required by the Act or the rules and regulations
of the Commission thereunder to be set forth in an amendment of, or a
supplement to, the Prospectus that has not been set forth in such an
amendment or supplement; and (iv) the matters set forth in subsection (a)
of this Section 7;
(j) Each director and executive officer shall have delivered to you
an agreement not to sell, offer or agree to sell or otherwise dispose of
any capital stock of the Company (or securities convertible into, or
exchangeable for, capital stock of the Company), directly or indirectly,
for a period of [90] days after the date hereof (other than pursuant to
this Agreement and upon exercise of an employee stock option), without the
prior written consent of the Representative, provided that the foregoing
restrictions shall not apply to grants under the Company's 1993 Stock
Option Plan and 1996 Incentive Compensation Plan and the exercise of
options granted thereunder or pursuant to the terms of convertible
securities of the Company outstanding on the date hereof or to any gift of
Common Stock or any private sale of Common Stock not made on the open
market to a donee or purchaser, respectively, that agrees in writing for
the benefit of the Representatives to be bound by the same restrictions
with respect to such shares; and
(k) The Company shall have delivered to you evidence that the
Securities have been authorized for quotation on the Nasdaq National Market
as of the Effective Date.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-22-
of a material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or in any
Blue Sky application or other document executed by the Company specifically for
that purpose or based upon written information furnished by the Company filed in
any state or other jurisdiction in order to qualify any or all the Securities
under the security laws thereof or filed with the Commission or any securities
association or securities exchange (each, an "Application"), or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements made therein not misleading, or (ii) any
untrue statement or alleged untrue statement made by the Company in Section 1 of
this Agreement, or (iii) the employment by the Company of any device, scheme or
artifice to defraud, or the engaging by the Company in any act, practice or
course of business which operates or would operate as a fraud or deceit, or any
conspiracy with respect thereto, in which the Company shall participate, in
connection with the issuance and sale of any of the Securities, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating, preparing to defend,
defending or appearing as a third-party witness in connection with any such
action or claim; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission relating to an Underwriter made in any Preliminary
Prospectus, the Registration Statement, the Prospectus or such amendment or
supplement or any Application in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through you expressly
for use therein.
(b) In addition to any obligations of the Company under Section 8(a),
the Company agrees that it shall perform its indemnification obligations
under Section 8(a) (as modified by the last paragraph of this Section 8(b))
with respect to counsel fees and expenses and other expenses reasonably
incurred by making payments within 45 days to the Underwriter in the amount
of the statements of the Underwriter's counsel or other statements which
shall be forwarded by the Underwriter, and that they shall make such
payments notwithstanding the absence of a judicial determination as to the
propriety and enforceability of the obligation to reimburse the
Underwriters for such expenses and the possibility that such payments might
later be held to have been improper by a court and a court orders return of
such payments.
The indemnity agreement in Section 8(a) shall be in addition to any
liability which the Company may otherwise have and shall extend upon the
same terms and conditions to each person, if any, who controls any
Underwriter within the meaning of the Act or the Exchange Act.
(c) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or any
Application, or arise out of or
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-23-
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, the Registration
Statement, the Prospectus or such amendment or supplement or any
Application in reliance upon and in conformity with written information
furnished to the Company by such Underwriter relating to such Underwriter
through you expressly for use therein, and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim.
The indemnity agreement in this Section 8(c) shall be in addition to
any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Company, if appropriate, and to each person, if any, who
controls the Company, if appropriate, within the meaning of the Act or the
Exchange Act.
(d) Promptly after receipt by an indemnified party under Section 8(a)
or 8(c) of notice of the commencement of any action (including any
governmental investigation), such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
under Section 8(a) or 8(c) except to the extent it was unaware of such
action and has been prejudiced in any material respect by such failure or
from any liability which it may have to any indemnified party otherwise
than under such Section 8(a) or 8(c). In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such subsection for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. If, however, (i) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party or (ii) an indemnified party shall have reasonably
concluded that representation of such indemnified party and the
indemnifying party by the same counsel would be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them and the indemnified party so notifies the
indemnifying party, then the indemnified party shall be entitled to employ
counsel different from counsel for the indemnifying party at the expense of
the indemnifying party and the indemnifying party shall not have the right
to assume the defense of such indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to local counsel) for all indemnified parties in
connection with any
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-24-
one action or separate but similar or related actions in the same
jurisdiction arising out of the same set of allegations or circumstances.
The counsel with respect to which fees and expenses shall be so reimbursed
shall be designated in writing by Xxxxxxxx & Co. Inc. in the case of
parties indemnified pursuant to Section 8(a) and by the Company in the case
of parties indemnified pursuant to Section 8(c).
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been
a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter
of such proceeding.
(e) In order to provide for just and equitable contribution under the
Act in any case in which (i) any Underwriter (or any person who controls
any Underwriter within the meaning of the Act or the Exchange Act) makes
claim for indemnification pursuant to Section 8(a) hereof, but is
judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that Section 8(a) provides
for indemnification in such case or (ii) contribution under the Act may be
required on the part of any Underwriter or any such controlling person in
circumstances for which indemnification is provided under Section 8(c),
then, and in each such case, each indemnifying party shall contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject as an indemnifying party hereunder (after contribution from others)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other
from the offering of the Securities. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law or
if the indemnified party failed to give the notice required under Section
8(b) above, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from
the offering of the Securities purchased under this Agreement (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters with respect to the
Securities purchased under this Agreement, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or the
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-25-
Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be
just and equitable if contributions pursuant to this Section 8(e) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this Section 8(e). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 8(e) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(e), no Underwriter shall
be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this Section 8(e) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(f) Promptly after receipt by any party to this Agreement of notice
of the commencement of any action, suit or proceeding, such party will, if
a claim for contribution in respect thereof is to be made against another
party (the "contributing party"), notify the contributing party of the
commencement thereof; but the omission so to notify the contributing party
will not relieve it from any liability which it may have to any other party
for contribution under the Act except to the extent it was unaware of such
action and has been prejudiced in any material respect by such failure or
from any liability which it may have to any other party other than for
contribution under the Act. In case any such action, suit or proceeding is
brought against any party, and such party notifies a contributing party of
the commencement thereof, the contributing party will be entitled to
participate therein with the notifying party and any other contributing
party similarly notified.
9. (a) If any Underwriter shall default in its obligation to purchase
the Firm Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Firm Securities on the terms contained herein. If the aggregate number of Firm
Securities as to which Underwriters default is more than one-eleventh of the
aggregate number of all the Firm Securities and within 36 hours after such
default by any Underwriter you do not arrange for the purchase of such Firm
Securities, then the Company shall be entitled to a further period of 36 hours
within which to procure another party or other parties satisfactory to you to
purchase such Firm Securities on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Firm Securities, or the Company notifies you that it
has so arranged for the purchase of such Firm Securities, you or the Company
shall have the right to postpone the Time of Delivery for a
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-26-
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or in
any other documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Firm Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Firm Securities of such defaulting Underwriter or Underwriters by you
or the Company or both as provided in subsection (a) above, the aggregate
number of such Firm Securities which remain unpurchased does not exceed
one-eleventh of the aggregate number of all the Firm Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the number of the Firm Securities which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of Firm
Securities which such Underwriter agreed to purchase hereunder) of the Firm
Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Firm Securities of a defaulting Underwriter or Underwriters by you or
the Company as provided in subsection (a) above, the aggregate number of
such Firm Securities which remain unpurchased exceeds one-eleventh of the
aggregate number of all the Firm Securities, or if the Company shall not
exercise the right described in subsection (b) above to require non-
defaulting Underwriters to purchase Firm Securities of a defaulting
Underwriter or Underwriters, then this Agreement shall thereupon terminate
without liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity agreement in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or an officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. This Agreement shall become effective (a) if the Registration
Statement has not heretofore become effective, at the earlier of 12:00 Noon, New
York City time, on the first full business day after the Registration Statement
becomes effective, or at such time after the Registration Statement becomes
effective as you may authorize the sale of the Securities to the public by
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-27-
Underwriters or other securities dealers, or (b) if the Registration Statement
has heretofore become effective, at the earlier of 24 hours after the filing of
the Prospectus with the Commission or at such time as you may authorize the sale
of the Securities to the public by Underwriters or securities dealers, unless,
prior to any such time you shall have received notice from the Company that it
elects that this Agreement shall not become effective, or you, or through you
such of the Underwriters as have agreed to purchase in the aggregate fifty
percent or more of the Firm Securities hereunder, shall have given notice to the
Company that you or such Underwriters elect that this Agreement shall not become
effective; provided, however, that the provisions of this Section and Section 6
and Section 8 hereof shall at all times be effective.
If this Agreement shall be terminated pursuant to Section 9 hereof, or if
this Agreement, by election of you or the Underwriters, shall not become
effective pursuant to the provisions of this Section, the Company shall not then
be under any liability to any Underwriter except as provided in Section 6 and
Section 8 hereof, but if this Agreement becomes effective and is not so
terminated but the Securities are not delivered by or on behalf of the Company
as provided herein because the Company has been unable for any reason beyond its
control and not due to any default by it to comply with the terms and conditions
hereof, the Company will reimburse the Underwriters through you for all out-of-
pocket expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Underwriter except as provided in Section 6
and Section 8 hereof.
12. The statements set forth in the last paragraph on the front cover page
of the Prospectus, the paragraphs on the inside front cover of the Prospectus
containing stabilization language and the second paragraph under the caption
"Underwriting" in the Prospectus constitute the only information furnished by
any Underwriter through the Representatives to the Company for purposes of
Sections 1(b), 1(c) and 8 hereof.
13. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Xxxxxxxx & Co. Inc. on behalf of you as the
Representatives.
All statements, requests, notices and agreements hereunder, unless
otherwise specified in this Agreement, shall be in writing and, if to the
Underwriters, shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
you as the Representatives in care of Xxxxxxxx & Co. Inc., Equitable Center, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department; and
if to the Company, shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
the address of the Company set forth in the Registration Statement, Attention:
Xxxxxx X. Xxxxx; provided, however, that any notice to any Underwriter pursuant
to Section 8(d) hereof shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
such Underwriter at its address set forth in its Underwriters'
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-28-
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by you upon request. Any such statements, requests,
notices or agreements shall take effect at the time of receipt thereof.
14. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Section 8 and
Section 10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
16. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.
17. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-29-
If the foregoing is in accordance with your understanding, please sign and
return to us two counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement Among
Underwriters, manually or facsimile executed counterparts of which, to the
extent practicable and upon request, shall be submitted to the Company for
examination, but without warranty on your part as to the authority of the
signers thereof.
Very truly yours,
TRICO MARINE SERVICES, INC.
By:_____________________________
Name:
Title:
Accepted as of the date hereof:
XXXXXXXX & CO. INC.
XXXXXXXXX & COMPANY, INC.
BEAR, XXXXXXX & CO. INC.
XXXXXXX XXXX & COMPANY L.L.C.
XXXXXXX XXXXX & ASSOCIATES, INC.
as Representatives of the several Underwriters
By: XXXXXXXX & CO. INC.
By: ____________________________
Managing Director
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
-30-
SCHEDULE I
Underwriter Number of Firm Securities
----------- -------------------------
Xxxxxxxx & Co. Inc. ..............................
Xxxxxxxxx & Company, Inc. ........................
Bear, Xxxxxxx & Co. Inc. .........................
Xxxxxxx Rice & Company L.L.C. ....................
Xxxxxxx Xxxxx & Associates, Inc. .................
Total..............................................
TRICO MARINE SERVICES, INC.
UNDERWRITING AGREEMENT
SCHEDULE I
