0000950134-09-010375 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

This INTERCREDITOR AGREEMENT, dated as of May 12, 2009, and entered into by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), TRICO MARINE ASSETS, INC., a Delaware corporation (“Trico Assets”), as a Grantor (as hereinafter defined), TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators”, and together with the Borrower and Trico Assets, the “Credit Parties”), as a Grantor, each other Grantor from time to time party hereto, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”), in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Second-Lien Notes Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”). Capitalized ter

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PLEDGE AGREEMENT
Pledge Agreement • May 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of May 12, 2009 made by TRICO MARINE SERVICES, INC., a Delaware corporation (the “Issuer”) and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators” and together with the Issuer, each a “Pledgor” and together the “Pledgors”), to WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Second-Lien Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Collateral Agent”).

EXCHANGE AGREEMENT
Exchange Agreement • May 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

EXCHANGE AGREEMENT (the “Agreement”), dated as of May 11, 2009, by and among Trico Marine Services, Inc., a Delaware corporation with headquarters located at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380 (the “Company”), and (the “Investor”).

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