EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated as of the 28th day of June,
1999, between Inverness/Phoenix Partners LP, a Delaware limited partnership
("IPP"), Executive Capital Partners I LP, a Delaware limited partnership
("ECP"), and Inverness/Trico Investors, LLC, a Delaware limited liability
company ("ITI") and affiliate of IPP and ECP.
WHEREAS, IPP and ECP have entered into that certain Purchase Agreement
dated April 16, 1999 (the "Purchase Agreement") among Trico Marine Services,
Inc. ("Trico"), IPP and ECP;
WHEREAS, Section 10.12 of the Purchase Agreement permits IPP and ECP to
assign all of their rights, interests and obligations thereunder to ITI, in
which case the provisions of the Purchase Agreement shall inure to the benefit
of and be binding on ITI.
NOW, THEREFORE, the parties hereby agree as follows:
1. IPP and ECP hereby assign, and ITI hereby assumes, all of IPP's and
ECP's rights, interests and obligations under the Purchase Agreement.
2. ITI will remit payment for and take receipt of the 4,000,000 shares of
common stock of Trico representing the Second Tranche (as defined in the
Purchase Agreement) pursuant to the terms of the Purchase Agreement.
INVERNESS/PHOENIX PARTNERS LP
By: INVERNESS/PHOENIX CAPITAL LLC,
its General Partner
By: INVERNESS MANAGEMENT FUND I LLC,
its Managing Member
By: WMD INVESTORS, L.P.,
its Managing Member
By: WMD LLC,
its General Partner
By: /s/ X. XxXxxx Dunwoody
------------------------------
Name: X. XxXxxx Dunwoody
Title: Managing Member
EXECUTIVE CAPITAL PARTNERS I LP
By: INVERNESS/PHOENIX CAPITAL LLC,
its General Partner
By: INVERNESS MANAGEMENT FUND I LLC,
its Managing Member
By: WMD INVESTORS, L.P.,
its Managing Member
By: WMD LLC,
its General Partner
By: /s/ X. XxXxxx Dunwoody
---------------------------
Name: X. XxXxxx Dunwoody
Title: Managing Member
INVERNESS/TRICO INVESTORS, LLC
By: INVERNESS/PHOENIX PARTNERS LP,
its Managing Member
By: INVERNESS/PHOENIX CAPITAL LLC,
its General Partner
By: INVERNESS MANAGEMENT FUND I LLC,
its Managing Member
By: WMD INVESTORS, L.P.,
its Managing Member
By: WMD LLC,
its General Partner
By: /s/ X. XxXxxx Dunwoody
---------------------------
Name: X. XxXxxx Dunwoody
Title: Managing Member
