EXHIBIT 1.1 TRICO MARINE SERVICES, INC. __________ Shares Common Stock (Par Value $.01 Per Share) _______________ UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 1997 • Trico Marine Services Inc • Oil & gas field machinery & equipment • New York
AGREEMENT TO PURCHASE AND SELL This Agreement to Purchase and Sell is made as of the 11th day of October, 1996, by and between: ENSCO OFFSHORE COMPANY, a Delaware Corporation, whose address is 2700 Fountain Place, 1445 Ross Avenue, Dallas, Texas,...Purchase and Sale Agreement • October 25th, 1996 • Trico Marine Services Inc • Oil & gas field machinery & equipment • Louisiana
TRICO MARINE SERVICES, INC. 2,000,000 Shares Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 1996 • Trico Marine Services Inc • Oil & gas field machinery & equipment • New York
LOAN AGREEMENTLoan Agreement • March 31st, 1999 • Trico Marine Services Inc • Water transportation
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (hereinafter called this "AMENDMENT") is entered into effective as of August 11, 2000 (the...Revolving Credit Agreement • November 13th, 2000 • Trico Marine Services Inc • Water transportation • Texas
TRICO MARINE SERVICES, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Rights Agent Rights Agreement Dated as of February 19, 1998 TABLE OF CONTENTSRights Agreement • March 6th, 1998 • Trico Marine Services Inc • Water transportation • Delaware
SECTION 1 REPRESENTATIONS AND WARRANTIESUnderwriting Agreement • May 24th, 2000 • Trico Marine Services Inc • Water transportation • New York
ANDRegistration Rights Agreement • August 1st, 1997 • Trico Marine Services Inc • Oil & gas field machinery & equipment • New York
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 16th, 1999 • Trico Marine Services Inc • Water transportation • Texas
WITNESSETH:Employment Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • Texas
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, amended and restated as of December 1, 1997 is by and among (a) TRICO MARINE OPERATORS, INC. ("Marine Operators"), a...Revolving Credit and Term Loan Agreement • December 9th, 1997 • Trico Marine Services Inc • Oil & gas field machinery & equipment
ANDIndenture • January 14th, 1998 • Trico Marine Services Inc • Water transportation • New York
TRICO MARINE SERVICES, INC. and each of the Guarantors named herein 8⅞% SENIOR NOTES DUE 2012Indenture • August 1st, 2002 • Trico Marine Services Inc • Water transportation • New York
SALE AND PURCHASE AGREEMENT This Agreement made and entered into this 28th day of October, 1996 by and among Seacor Marine, Inc., a Delaware corporation (sometimes referred to as "Seller") and Trico Marine Assets, Inc., a Delaware corporation...Sale and Purchase Agreement • November 4th, 1996 • Trico Marine Services Inc • Oil & gas field machinery & equipment • New York
ANDRegistration Rights Agreement • January 14th, 1998 • Trico Marine Services Inc • Water transportation • New York
DRAFT - 11/11/04 [ACCELERATION OF VESTING] NONSTATUTORY STOCK OPTION AGREEMENT (EMPLOYEE, DIRECTOR OR CONSULTANT) AGREEMENT made as of the _______ day of ___________, 20____, between TRICO MARINE SERVICES, INC., a Delaware corporation (the "Company"),...Nonstatutory Stock Option Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • Texas
TRICO MARINE SERVICES, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent Rights Agreement Dated as of April 9, 2007Rights Agreement • April 10th, 2007 • Trico Marine Services Inc • Water transportation • New York
Agreement, dated as of April 9, 2007, between Trico Marine Services, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Agreement have the meaning given such terms in Section 1.
TRICO MARINE SERVICES, INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO 8 1/2 % SENIOR NOTES DUE 2005, SERIES G INDENTURE DATED AS OF SEPTEMBER 22, 1998 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION TRUSTEE CROSS-REFERENCE TABLE*Indenture • November 24th, 1998 • Trico Marine Services Inc • Water transportation • New York
DRAFT 11/11/04 RETIREMENT AGREEMENT THIS RETIREMENT AGREEMENT (this "Agreement") is entered into as of _____________, 2004, by and between Trico Marine Services, Inc., a Delaware corporation (the "Company"), and Joseph S. Compofelice ("Director"). W I...Retirement Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation
andWarrant Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2010 • Trico Marine Services Inc • Water transportation • Delaware
This Agreement (“Agreement”) is made and entered into as of the day of March, 2010, by and between Trico Marine Services, Inc., a Delaware corporation (the “Company”), and the undersigned director or officer of the Company (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT Dated as of May 31, 2002 by and among Trico Marine Services, Inc. as Issuer Trico Marine Operators, Inc. Trico Marine Assets, Inc. as the Guarantors and Lehman Brothers Inc. Bear, Stearns & Co. Inc. Wells Fargo...Registration Rights Agreement • August 1st, 2002 • Trico Marine Services Inc • Water transportation • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 31, 2002, by and among Trico Marine Services, Inc., a Delaware corporation (the "Company"), the subsidiaries listed on Schedule A attached hereto (the "Guarantors"), and Lehman Brothers Inc., Bear, Stearns & Co. Inc. and the entities listed on Schedule 1 hereto (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 87/8% Senior Notes due May 15, 2012 (the "Notes") pursuant to the Purchase Agreement (as defined below).
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • New York
AMENDMENT NO. 4 to that certain REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 4 (this "Amendment"), dated as of February 7, 1997, is by and among TRICO MARINE OPERATORS, INC. ("Marine Operators"), TRICO MARINE ASSETS, INC. ("Marine Assets") (each of...Revolving Credit Agreement • February 14th, 1997 • Trico Marine Services Inc • Oil & gas field machinery & equipment • Massachusetts
RECITALSPlan Support Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2007 • Trico Marine Services Inc • Water transportation • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Trico Marine Services, Inc., a Delaware corporation (“Company”), and Joseph S. Compofelice (“Executive”).
OTTO CANDIES, INC.Vessel Purchase Agreement • August 1st, 1997 • Trico Marine Services Inc • Oil & gas field machinery & equipment • Louisiana
Trico Marine Services, Inc. as Issuer and The Subsidiary Guarantors named herein, as Subsidiary Guarantors to [Trustee’s Name], as Trustee SENIOR INDENTURE Dated as of , 200_Senior Indenture • August 24th, 2007 • Trico Marine Services Inc • Water transportation • New York
INDENTURE, dated as of , 200___, among Trico Marine Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 3200 Southwest Freeway, Suite 2950, Houston, Texas, each of the Subsidiary Guarantors (as hereinafter defined) and [Trustee’s Name], a banking corporation duly organized and existing under the laws of the State of [ ], as Trustee (herein called the “Trustee”).
3,900,000 Shares Trico Marine Services, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2005 • Trico Marine Services Inc • Water transportation • New York
Trico Marine Services, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 3,900,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 585,000 shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 7th, 2005 • Trico Marine Services Inc • Water transportation • Texas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of , , between TRICO MARINE SERVICES, INC., a Delaware corporation (the “Company”), and (the “Employee”).
Exhibit 99.11 NONSTATUTORY STOCK OPTION AGREEMENT AGREEMENT made as of the _______ day of ___________, 20____, between TRICO MARINE SERVICES, INC., a Delaware corporation (the "Company"), and JOSEPH S. COMPOFELICE ("Director"), who is Chairman of the...Nonstatutory Stock Option Agreement • November 16th, 2004 • Trico Marine Services Inc • Water transportation • Texas
CREDIT AGREEMENT among TRICO MARINE SERVICES, INC., TRICO MARINE ASSETS, INC., TRICO MARINE OPERATORS, INC., VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent, Lead Arranger and Book Runner Dated as of December 18,...Credit Agreement • December 23rd, 2002 • Trico Marine Services Inc • Water transportation
CREDIT AGREEMENT, dated as of December 18, 2002, among TRICO MARINE SERVICES, INC., a Delaware corporation (the "Parent"), TRICO MARINE ASSETS, INC., a Delaware corporation ("Trico Assets"), TRICO MARINE OPERATORS, INC., a Louisiana corporation ("Trico Operators" and, together with Trico Assets, the "Borrowers" and each, a "Borrower"), the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and defined in Section 11 are used herein as therein defined.
AMENDED AND RESTATED CREDIT AGREEMENT among TRICO MARINE SERVICES, INC., as Borrower TRICO MARINE ASSETS, INC., and TRICO MARINE OPERATORS, INC. as Guarantors VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent, Lead...Credit Agreement • November 7th, 2008 • Trico Marine Services Inc • Water transportation
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2008 (this “Agreement”), among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), TRICO MARINE ASSETS INC., a Delaware corporation, as a Guarantor (as defined below) and TRICO MARINE OPERATORS, INC., a Louisiana corporation, as a Guarantor, the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”), as Administrative Agent (in such capacity, the “Administrative Agent”) and Lead Arranger for the Lenders (in such capacity, the “Lead Arranger”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 19th, 2009 • Trico Marine Services Inc • Water transportation • New York
This INTERCREDITOR AGREEMENT, dated as of May 14, 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
Trico Marine Services, Inc. as Issuer and The Subsidiary Guarantors named herein, as Subsidiary Guarantors to [Trustee’s Name], as Trustee SUBORDINATED INDENTURE Dated as of , 200_Subordinated Indenture • August 24th, 2007 • Trico Marine Services Inc • Water transportation • New York
INDENTURE, dated as of , 200___, among Trico Marine Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 3200 Southwest Freeway, Suite 2950, Houston, Texas, each of the Subsidiary Guarantors (as hereinafter defined) and [Trustee’s Name], a banking corporation duly organized and existing under the laws of the State of [ ], as Trustee (herein called the “Trustee”).
