0000950134-09-005103 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Trico Marine Services, Inc., a Delaware corporation (“Company”), and Geoffrey A. Jones (“Executive”).

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • Texas

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Trico Marine Services, Inc., a Delaware corporation (“Company”), and David Michael Wallace (“Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is entered into by and between Trico Marine Services, Inc., a Delaware Corporation (the “Company”), and Joseph S. Compofelice (“Executive”) as of December 9, 2008.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of March 10, 2009 (the “Amendment Date”), by and among TRICO SUPPLY AS, a limited company organized under the laws of Norway (“Holdings”), TRICO SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Trico Subsea Holding”), TRICO SUBSEA AS, a limited company organized under the laws of Norway (“Trico Subsea”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and wholly-owned Subsidiary of Holdings (“the Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 10, 2009 (the “Amendment Date”), by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the “Borrower”), TRICO MARINE ASSETS INC., a Delaware corporation (“Trico Assets”), as a Guarantor, and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“Trico Operators”), as a Guarantor, the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation

THIS FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (“Amendment”) is entered into by and between Trico Marine Services, Inc., a Delaware Corporation (the “Company”), and Tomas Salazar (the “Employee”) as of December 9, 2008.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • New York

FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of March 10, 2009 (the “Amendment Date”), by and among TRICO SUPPLY AS, a limited company organized under the laws of Norway (“Holdings”), TRICO SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Trico Subsea Holding”), TRICO SUBSEA AS, a limited company organized under the laws of Norway (“Trico Subsea”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and wholly-owned Subsidiary of Holdings (“the Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

THIRD AMENDMENT TO RETIREMENT AGREEMENT
Retirement Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation

THIS THIRD AMENDMENT TO RETIREMENT AGREEMENT (“Amendment”) is entered into by and between Trico Marine Services, Inc., a Delaware corporation (the “Company”), and Joseph S. Compofelice (“Director”) as of December 9, 2008.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • 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 Ray Hoover (“Employee”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • Trico Marine Services Inc • Water transportation • Texas

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Trico Marine Services, Inc., a Delaware corporation (“Company”), and Rishi A. Varma (“Executive”).

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