May 8, 2009 Uses in Definitions Clause

Definitions from Sale and Contribution Agreement

THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of February 4, 2013 (the "Effective Date"), by and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation ("Cousins"), 3280 PEACHTREE I LLC, a Georgia limited liability company ("3280-I"), 3280 PEACHTREE III LLC, a Georgia limited liability company ("3280-III"), and TERMINUS ACQUISITION COMPANY LLC, a Delaware limited liability company ("Acquisition").

Definitions. Wherever used in this Agreement, the following terms will have the meanings set forth below:"Acquiring Entity" is defined in Section 7.1."Acquisition Express Representations and Warranties" means the representations and warranties of Acquisition set forth in this Agreement.20222881v11 "Acquisition Related Parties" means any partner, shareholder, officer, director, employee, agent, contractor, person or other representative acting or purporting to act on behalf of Acquisition or any Affiliate of Acquisition."Acquisition's Representatives" means Acquisition's officers, employees, agents, advisors, representatives, attorneys, accountants, consultants, lenders, investors, contractors, architects and engineers."Additional Acquisition Investment" is defined in Section 3."Affiliate" means with respect to any Person, (i) any Person who directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with such Person, or (ii) any Person in which such Person has a fifty percent (50%) or more direct or indirect beneficial interest (whether an initial, residual or contingent interest) or as to which such Person, directly or indirectly, serves as a managing member, general partner, trustee or in a similar fiduciary or management capacity."Agreement" means this Sale and Contribution Agreement with respect to the Assets."Approved New Lease" is defined in Section 10.3."Assets" means all of the Properties in the aggregate, as described on Exhibit A; the Assets include, with respect to each Property, the Real Property, the Leases, the Guaranties, the Security Deposits, the Operating Agreements, the Personal Property, the Declarant Rights, the Ground Leases, the Bonds, the Intangible Property and the Residual Rights applicable to each such Property."Assignment of Parking Agreements with AmeriPark" means the agreement in which Cousins assigns its interest under the Parking Agreements with AmeriPark, Inc."Associations" means collectively, the (i) Terminus Master Condominium Association, Inc. and (ii) City Center Property Owners Association, Inc."Authority" means The Development Authority of Fulton County, Georgia."Bonds" means collectively, the T100 Bond and the T200 Bond."Business Day" means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Georgia or the State of New York are authorized by law or executive action to close."Car Wash Operating Agreement" means that certain Operating Agreement dated April 2, 2012 by and between 3280-I and Transportation Group LLC, DBA AES Executive Services."City Center Declaration" means that certain Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements, dated August 13, 1999, among Hotel Owner, the City Center Association, and BRE/Atlanta L.L.C., a 20222881v11 Delaware limited liability company, recorded on January 18, 2000, in Deed Book 28389, Page 285, Fulton County, Georgia records, as amended by, inter alia, (i) that certain First Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements between and among 3280 I LLC, 3280 Peachtree II LLC and HMC HT LLC, dated May 27, 2005, recorded in Deed Book 40116, Page 620, aforesaid records, (ii) that certain Second Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and between 3280 I LLC and HMC HT LLC, dated May 18, 2006, recorded on May 22, 2006 in Deed Book 42620, Page 541, aforesaid records, (iii) that certain Third Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and among 3280 I LLC, Hotel Owner, P&L City Center, LLC and the Realm Master Association, dated as of December 6, 2007, recorded on December 7, 2007 in Deed Book 46064, Page 394, aforesaid records, and (iv) that certain Fourth Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and among 3

Definitions from Amended and Restated Shareholders Agreement

This THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this Agreement), dated as of June 25, 2009, is made by and among (i) Power Step Group Limited, Smart Aim International Limited, Great Thrive International Limited and Favor Gain Investments Limited, all of which are companies organized under the laws of the British Virgin Islands (such four companies collectively the BVI Companies), (ii) Crescent Jade Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (Crescent Jade), (iii) Superway Enterprises Limited, a company organized under the laws of the British Virgin Islands (Superway Enterprises), (iv) Solid Gain Group Limited, a company organized under the laws of the British Virgin Islands (Solid Gain), (v) Aptech Limited, a company organized under the laws of the Republic of India (Aptech), (vi) Aptech Investment Enhancers Limited, a company organized under the laws of the Republic of Mauritius (MCO2), (vii) SBI-BDJB Education Limited, a compan

Definitions. The following terms shall have the following meanings for purposes of this Agreement: Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person (including any Subsidiary) and Affiliates and Affiliated shall have correlative meanings. For the purpose of this definition, the term Control (including with correlative meanings, the terms Controlling, Controlled by and under common Control with), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. Aptech has the meaning stated in the preamble. Bankruptcy Event means with respect to any Person (the Bankruptcy Party), (a) the commencement by it of a Bankruptcy Proceeding with respect to itself or the consent by it to be subject to a Bankruptcy Proceeding commenced by another Person, (b) the commencement by another Person of a Bankruptcy Proceeding with respect to the Bankruptcy Party that remains unstayed or undismissed for a period of thirty (30) consecutive days, (c) the appointment of or taking possession by a Receiver over the Bankruptcy Party or any substantial part of its property, (d) the making by the Bankruptcy Party of a general assignment for the benefit of its creditors or the admission by the Bankruptcy Party in writing of its inability to generally pay its debts as they become due, (e) the entry by a court having jurisdiction over the Bankruptcy Party or a substantial part of its property of an Order for relief under any Bankruptcy Law which remains unstayed or undismissed for a period of thirty (30) consecutive days, (i) adjudging the Bankruptcy Party bankrupt or insolvent, (ii) approving as properly filed a petition seeking the reorganization or other similar relief with respect to the Bankruptcy Party, (iii) appointing a Receiver over the Bankruptcy Party or any substantial part of its property or (iv) otherwise ordering the winding up and liquidation of the Bankruptcy Party or (f) the occurrence of any event similar to (a), (b), (c), (d) or (e) under applicable any Law with respect to the Bankruptcy Party. Bankruptcy Law means any bankruptcy, insolvency, reorganization, composition, moratorium or other similar Law. Bankruptcy Proceeding means a case or proceeding under any Bankruptcy Law wherein a Person may be adjudicated bankrupt, insolvent or become subject to an Order of reorganization, arrangement, adjustment, winding up, dissolution, composition or other similar Order. BJB means Beida Jade Bird Educational Information Technology Co., Ltd., a company incorporated and existing under the laws of PRC. BJB-Aptech means Beijing Aptech Beida Jade Bird Information Technology Co., Ltd., a Sino-foreign joint venture in the PRC. Board means the board of directors of the Company. Business Day means a day other than Saturday, Sunday or any day on which banks located in PRC or Singapore are authorized or obligated to close. BVI Companies has the meaning stated in the preamble. Competitor means any Person in the business of IT Education, excluding (i) the Company or any of its Subsidiaries, and (ii) any party to this Agreement except as such party operates in the PRC in competition with, or is likely to be in competition with, the Company or its Subsidiaries. For the avoidance of doubt, an Affiliate of Aptech conducting business permitted under Section 2.4(a) of the Strategic Cooperation Agreement shall not be deemed to be a Competitor herein. Company Subsidiaries means Prosperity and BJB. Confidential Information means (a) any information concerning the organization, business, technology, trade secrets, know-how, finance, transactions or affairs of any Party or any Partys Representatives (whether conveyed in written, oral or in any other form and whether such information has been furnished before, on or after the date of this Agreement), (b) any information or materials prepared by a Party or its Representatives that contains or otherwise reflects, or is generated from, Confidential Information, (c) the Transaction Documents, the transactions contemplated thereby, the terms and conditions thereof or any discussions, correspondence or other communications among the parties to any Transaction Document or their respective Representatives relating to the Transaction Documents or any of the transactions contemplated thereunder and (d) any documents or information concerning any Party or any Partys Representatives furnished to any other Party in connection with such Partys due diligence review, if any, conducted in evaluating the transactions contemplated by the Transaction Documents. Crescent Jade has the meaning stated in the preamble. Director means a director of the Company (including any duly appointed alternate director). Encumbrance means (a) any mortgage,

Definitions from Convertible Debenture

INDENTURE dated as of May 14, 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet

Definitions from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet

Definitions from Convertible Debenture

INDENTURE dated as of May 14, 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet

Definitions from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet

Definitions from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet

Definitions from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Additional Interest has the meaning specified for Additional Interest in Section 6.13 hereof. Additional Interest Notice has the meaning specified in Section 4.09. Additional Shares has the meaning specified in Section 10.04(b). Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent Members has the meaning specified in Section 2.08(b). Applicable Consideration has the meaning specified in Section 10.06(c). Asset Sale means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person (other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided, however, that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided, further, that an Event of Loss will be deemed an Asset Sale. Bankruptcy Law has the meaning specified in Section 6.01. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Continuing Directors, any committee thereof duly authorized to act on behalf of such Board of Directors. Business Day means each day which is not a Legal Holiday. Capital Stock of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Cash Equivalents means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof (provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meet