May 24th, 2002Trico Marine Services Inc – 250,000,000 TRICO MARINE SERVICES, INC. 8 7/8% Senior Notes Due 2012 PURCHASE AGREEMENTTrico Marine Services, Inc., a Delaware corporation (the "Company"), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the initial purchasers (the "Initial Purchasers"), $250,000,000 in aggregate principal amount of its 8 7/8% Senior Notes due 2012 (the "Notes"). The Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined herein) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company, the Guarantors (as defined below) and JPMorgan Chase Bank, as trustee (the "Trustee"). The Company's obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the "Guarantees") by Trico Marine Operators, Inc. and Trico Marine Assets, Inc. (each a "Guarantor", and together, the "Guarantors"). As used herein, the term "Notes" shall include the Guarantees thereof by the Gua
Trico Marine Services, Inc., a Delaware corporation (the "Company"), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the initial purchasers (the "Initial Purchasers"), $250,000,000 in aggregate principal amount of its 8 7/8% Senior Notes due 2012 (the "Notes"). The Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined herein) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company, the Guarantors (as defined below) and JPMorgan Chase Bank, as trustee (the "Trustee"). The Company's obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the "Guarantees") by Trico Marine Operators, Inc. and Trico Marine Assets, Inc. (each a "Guarantor", and together, the "Guarantors"). As used herein, the term "Notes" shall include the Guarantees thereof by the Gua