exv10w4






Exhibit 10.4




REGISTRATION RIGHTS AGREEMENT




     This
Registration Rights Agreement (this “Agreement”) is
made as of May 22, 2008 (the
“Effective Date”), among Trico Marine Services, Inc., a Delaware corporation (the
“Company”), and West Supply IV AS, a Norwegian limited company (“Holder”).



RECITALS




     A. The Company and Holder are parties to a Share Purchase Agreement dated May
15, 2008, pursuant to which the Company agreed to purchase Holder’s shares of common stock
of DeepOcean ASA, a Norwegian public limited company (the “Purchase Agreement”), in
exchange for cash and phantom stock units (the “Phantom Stock Units”) that are
exercisable for shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”).



     B. The Company has agreed to provide registration rights related to the shares of
Common Stock issued or issuable upon exercise of the Phantom Stock Units (“Underlying
Shares”) on the terms and subject to the conditions set forth herein.



     C. Capitalized terms used but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.



     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises set forth in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:



1. DEFINITIONS.




     1.1 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:



          “Common Stock” has the meaning set forth in the
Recitals.




          “Company” has the meaning set forth in
the Preamble.




          “Company Securities” shall mean any securities issued by the Company,
including, without limitation, the Common Stock and any other equity securities, debt, notes,
options, phantom stock units, warrants, and other convertible securities.




          “Company Notice” has the meaning set forth in Section 2.1(a).




          “Convertible Note Registration Statement” means the registration statement to be
filed with the SEC to register the shares of Common Stock that are issuable upon conversion of the
Convertible Notes.




          “Convertible Notes” means the 6.5% Senior Convertible Debentures due 2028 issued by
the Company in connection with funding the transactions contemplated by the




 









 







Purchase Agreement, the purchase of the Initial Shares, the Mandatory Offer and other related
transactions.




          “Effective Date” has the meaning set forth in the Preamble.




          “Eligible Registration Statement” has the meaning set forth in Section 2.1
(a).




          “Exchange Act” has the meaning set forth in Section 2.5(a).




          “Holder” has the meaning set forth in the Preamble.




          “Lock-up Period” has the meaning set forth in Section 2.1(b).




          “Phantom Stock Units” has the meaning set forth in the Recitals.




          “Purchase Agreement” has the meaning set forth in the Recitals.




          “Registration,” and the terms “register,” “registered,” and
“registration,” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of effectiveness
of such registration statement.




          “Registrable Securities” means any Underlying Shares issued or issuable upon
the exercise of the Phantom Stock Units, excluding in all cases, any shares of Common Stock
which have previously been registered or which have been sold by the Shareholder pursuant
to a registration statement or an exemption from registration under the Securities Act.




          “Request Notice” has the meaning set forth in Section 2.1 (a).




          “SEC” means the U.S. Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Underlying Shares” has the meaning set forth in the Recitals.




          “Violation” has the meaning set forth in Section 2.5(a).




     1.2 Additional Interpretations.



          (a) The words “hereof, “herein”, and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit
references
are to this Agreement unless otherwise specified.




          (b) The headings in this Agreement are included for convenience of reference
only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.




          (c) The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.




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2. REGISTRATION RIGHTS.




     2.1 Registrations.



          (a)
Notices. If and when the Company proposes to register shares of Common Stock on the Convertible Note Registration Statement or any registration statement
subsequent to the filing of the Convertible Note Registration Statement under the Securities
Act
in connection with an underwritten public offering of Common Stock (either, an
“Eligible
Registration Statement”), the Company shall promptly notify the Holder in writing (a
“Company
Notice”) prior to filing any such Eligible Registration Statement. If Holder desires
to include in
any such Eligible Registration Statement all or any part of the Registrable Securities held by
Holder, then Holder shall within ten (10) business days after receipt of the Notice so notify
the
Company in writing (the “Request Notice”), and in such notice shall inform the Company
of the
number of Registrable Securities Holder wishes to include in such Eligible Registration Statement. If the Company receives a Request Notice from Holder, then the Company shall use
its commercially reasonable efforts to cause the number of Registrable Securities set forth in
the
Request Notice to be registered under the Securities Act and registered or qualified under any
state securities law on such Eligible Registration Statement, subject to the limitations,
terms and
conditions set forth in this Agreement. If Holder elects not to include all of its
Registrable
Securities in any such Eligible Registration Statement, Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Eligible Registration
Statements as may be filed by the Company with respect to offerings of its securities, subject
to
the limitations, terms and conditions set forth in this Agreement. For the avoidance of doubt,
an
“Eligible Registration Statement” shall not include any other registration statement that is
not
described in the first sentence of this Section 2.1 (a) filed by the Company pursuant to the
Securities Act, including, without limitation, any registration (i) on Form S-8 (or any
successor
form), (ii) in connection with dividend reinvestment plans, or (iii) on Form S-4 (or any
successor
form) for the purpose of offering registered securities to another business entity or the
shareholders of such entity in connection with the acquisition of assets or capital stock of
such
entity or in connection with a merger, consolidation, combination or similar transaction with such entity.




          (b) Convertible Note Registration Statement. If and when the Company
proposes to register shares of Common Stock on the Convertible Note Registration Statement,
then the Company shall so advise Holder. Notwithstanding any other provision of this
Agreement, if the Company determines in good faith that legal restrictions or other
limitations or
factors require a limitation of the shares of Common Stock to be included on the Convertible
Note Registration Statement, then the Company shall so advise Holder, and the Company may
exclude any and all Registrable Securities from the registration, and the number of shares of
Common Stock that will be included in the Convertible Note Registration Statement shall be
allocated, first to the holders of the Convertible Notes, and second, to
Holder and any other
security holder with the right to request inclusion of its Registrable Securities in such
registration
statement on a pro rata basis based on the total number of shares of Common Stock then held by
Holder and such other security holders, provided, however, that in the event
any other security
holder has priority rights over Holder by virtue of an agreement with the Company prior to the date of this Agreement, such other security holder shall have priority over Holder.






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          (c)
Underwritten Registration Statement. If a registration statement referred
to in the Company Notice is for an underwritten offering, then the Company shall so advise
Holder. In such event, the right of Holder to include Registrable Securities in such a
Registration
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion
of
such Holder’s Registrable Securities in the underwriting as provided in this Agreement. In
such
event, Holder shall enter into an underwriting agreement in customary form with the managing
underwriter or underwriters selected by the Company for such underwriting. With respect to any
such underwritten offering in which the Company or Holder is selling securities, Holder hereby
agrees not to effect any sale, transfer, assignment, pledge or conveyance of (including,
without
limitation, taking any short position in) Registrable Securities (or any securities of the
Company
exchangeable or convertible into Registrable Securities) during the 180-day period (the
“Lock-up
Period”) beginning on the effective date of such registration statement filed by the
Company
(except as part of that Registration). Notwithstanding any other provision of this
Agreement, if
the managing underwriter(s) determine(s) in good faith that marketing factors require a
limitation
of the Company Securities to be underwritten, then the Company shall so advise Holder and the managing underwriter(s) may exclude Registrable Securities from the registration and the
underwriting, and the number of Company Securities that will be included in the registration
and
the underwriting shall be allocated, first to the Company, and second, to
Holder and any other
security holder with the right to request inclusion of its Company Securities in such
registration
statement on a pro rata basis, based on the total number of Company Securities then held by
Holder and such other security holders, provided, however, that in the event
any other security
holder has priority rights over Holder by virtue of an agreement with the Company prior to the
date of this Agreement, such other security holder shall have priority over Holder. If
Holder
disapproves of the terms of any such underwriting, Holder may elect to withdraw therefrom by
written notice to the Company and the underwriter(s), delivered at least ten (10) business
days
prior to the effective date of the registration statement. Any Registrable Securities
excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the registration.




          (d)
Expenses. All expenses incurred in connection with a registration pursuant to this Section 2.1 (excluding underwriters’ and brokers’ discounts and commissions
relating to Registrable Securities sold by Holder), including, without limitation all federal
and
“blue sky” registration, filing and qualification fees, printers’ and accounting fees, and
fees and
disbursements of counsel for the Company, shall be borne by the Company. Holder shall bear its
own proportionate share (based on the total number of Registrable Securities sold in such
registration other than for the account of the Company) of all discounts, commissions or other
amounts payable to underwriters or brokers in connection with such offering by the security
holders thereunder and all of its fees relating to the Registrable Securities to be sold by
Holder.




          (e)
Withdrawal Right. Notwithstanding any provision contained in this Section 2.1 to the contrary, the Company shall have the right to terminate or withdraw any
registration statement initiated by it prior to the effectiveness of such registration
statement
whether or not Holder has elected to include its Registrable Securities in such registration
statement.




     2.2 Obligations of the Company. Whenever effecting the registration of any
Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably
possible:



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          (a) Registration Statement. Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its commercially reasonable
efforts
to cause such registration statement to become effective and to keep any such registration
statement effective for so long as required by the Securities Act to complete the
distribution.




          (b) Amendments and Supplements. Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such
registration
statement.




          (c) Prospectuses. Furnish to Holder such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the Securities Act,
and such other documents as it may reasonably request in order to facilitate the disposition
of the
Registrable Securities owned by it that are included in such registration.




          (d) Blue Sky. Use its commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other securities or Blue Sky
laws
of such jurisdictions as shall be reasonably requested by Holder; provided that the
Company
shall not be required in connection therewith or as a condition thereto to qualify to do
business or
to file a general consent to service of process in any such states or jurisdictions.




          (e) Underwriting. In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement in usual and customary form
(including indemnification provisions), with the managing underwriter(s) of such offering.
Holder participating in such underwriting shall also enter into and perform its obligations
under
such an agreement.




          (f) Notification. Notify Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is required to be
delivered
under the Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated in such registration
statement
or necessary to make the statements in such registration statement not misleading in light of
the
circumstances then existing. In addition, the Company shall promptly notify Holder and each
underwriter, broker, dealer and placement agent participating in any offering or sale or other
distribution of securities covered by such registration statement of the issuance or
threatened
issuance of any order suspending the registration or qualification of any Registrable
Securities
covered by such registration statement for disposition in any jurisdiction, use its
commercially
reasonable efforts to prevent the issuance of any such threatened order and, if any such order
is
issued, use its commercially reasonable efforts to obtain the lifting or withdrawal of such
order at
the earliest possible moment and promptly notify Holder and each such underwriter, broker,
dealer and placement agent of any lifting or withdrawal.




          (g) Additional Actions. Take all other actions which are reasonably necessary
or which may be reasonably requested by Holder or any underwriter, broker, dealer or placement
agent participating in connection with any offering or sale or other distribution of
securities




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covered by such registration statement and use its commercially reasonable efforts to effect the
registration and qualification of the Registrable Securities covered by such registration statement
and to facilitate the disposition thereof in accordance with the respective plans of distribution
of the selling holders.




     2.3 Furnish Information. It shall be a condition precedent to the obligations of the
Company to use commercially reasonable efforts to take any action pursuant to Section 2.1 that
Holder shall furnish to the Company such information regarding itself, the Registrable
Securities
held by it, and the intended method of disposition of such securities as shall be reasonably
requested by the Company or otherwise required to timely effect the registration of its
Registrable Securities.



     2.4 Indemnification. In the event any Registrable Securities are included in an
Eligible Registration Statement under Section 2.1:



          (a) By the Company. To the extent permitted by law, the Company will indemnify and
hold harmless Holder, the partners, members, officers and directors of Holder, any underwriter (as
determined in the Securities Act) for Holder and each person, if any, who controls Holder or
underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint
or several) to which they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”):





     (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or
final prospectus contained in this Agreement or any amendments or supplements
thereto;




     (ii) the omission or alleged omission to state in the registration statement a
material fact required to be stated in the registration statement, or necessary to
make the statements in the registration statement not misleading; or




     (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any federal or state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any federal or state
securities law in connection with the offering covered by such registration
statement;


and the Company will reimburse Holder, and each such partner, member, officer or director,
underwriter or controlling person for any legal or other expenses reasonably incurred by them, as
incurred, in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 2.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for
any such loss,





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claim, damage, liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Holder, or such partner, member,
officer, director, underwriter or controlling person of any such person.




          (b) By Holder. To the extent permitted by law, Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company within the meaning of
the
Securities Act, any underwriter and any other security holder of the Company selling
securities
under such registration statement or any of such other security holder’s partners, members,
directors or officers or any person who controls such security holder within the meaning of
the
Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint
or several) to which the Company or any such director, officer, controlling person, underwriter
or other such security holder, partner or director, officer or controlling person of such other
security holder may become subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written information furnished by
Holder expressly for use in connection with such registration; and Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other security holder, partner, member, officer, director
or controlling person of such other security holder in connection with investigating or defending
any such loss, claim, damage, liability or action: provided, however, that
the indemnity agreement contained in this subsection 2.4(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected without the
consent of Holder, which consent shall not be unreasonably withheld; and provided,
further, that the total amounts payable in indemnity by a Holder under this Section 2.4(b) in respect of any Violation
shall not exceed the net proceeds received by Holder in the registered offering out of which
such Violation arises.




          (c) Notice. Promptly after receipt by an indemnified party under this
Section 2.4 of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.4, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflict of interests between such indemnified party and any other party represented
by such counsel in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall relieve such
indemnifying party of liability to the indemnified party under this Section 2.4 to the extent
the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written
notice to the indemnified party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.4.




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          (d) Contribution. In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) Holder, or any controlling
person of Holder, makes a claim for indemnification pursuant to this Section 2.4 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact that this Section
2.4 provides for indemnification in such case, or (ii) contribution under the Securities Act may be
required on the part of Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 2.4; then, and in each such case, the Company and
Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that Holder is responsible for the
portion represented by the percentage that the public offering price of its Registrable Securities
offered by and sold under the registration statement bears to the public offering price of all
securities offered by and sold under such registration statement, and the Company and other selling
security holders are responsible for the remaining portion; provided, however,
that, in any such case: (A) Holder will not be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered and sold by Holder pursuant to
such registration statement; (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation, and (C) in determining
relative fault, due consideration shall be given to the source of any written information furnished
by Holder expressly for use in connection with such registration.




          (e) Survival. The obligations of the Company and Holder under this Section 2.5 shall
survive until the one year anniversary of the expiration of all applicable statutes of limitation
or extensions of such statutes.




     2.6 Termination of the Company’s Obligations. The Company shall have no
obligations pursuant to Section 2.1 with respect to any Registrable Securities proposed to be
sold by Holder in a registration pursuant to Section 2.1 if, in the opinion of counsel to the
Company, Rule 144 and Regulation S under the Securities Act permits all such Registrable Securities to
be sold in a single transaction without registration.



     2.7 Rule 144 Reporting; S-3 Eligibility. With a view to making available the benefits
of certain rules and regulations of the SEC which may at any time permit the sale of
“Restricted Securities” (used in this Agreement as defined in Rule 144 under the Securities Act) to the
public without registration, and to be eligible to use Form S-3, the Company agrees to:



          (a) make and keep public information available, as those terms are understood
and defined in Rule 144 under the Securities Act, at all times during which the Company is
subject to the reporting requirements of the Exchange Act;




          (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act (at all times during
which the Company is subject to such reporting requirements);






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          (c) so long as Holder owns any Restricted Securities, to furnish to Holder forthwith upon
request a written statement by the Company as to its compliance with the reporting requirements of
said Rule 144 and with regard to the Securities Act and the Exchange Act (at all times during which
the Company is subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as such Holder may
reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to
sell any such securities without registration; and




          (d) to the extent the Company is not subject to the Exchange Act, to provide the information
required of “Non-Reporting Issuers” as set fort in Rule 144(c)(2).




3. GENERAL PROVISIONS.




     3.1 Notices. All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given when delivered personally or sent by facsimile
or email (provided a confirmation copy is later sent by other method) or three (3) Business Days
after being mailed by registered or certified mail, return receipt requested, postage prepaid, to
the party to whom it is directed or one (1) Business Day after being sent via an internationally
recognized courier service for next Business Day delivery, to the part to whom it is directed:


If to the Company, to:



3200 Southwest Freeway, Suite 2950

Houston, Texas 77027

Attention: Rishi A. Varma

Telephone: (832) 922-6812

Facsimile: (713) 780-0062

E-Mail: rvarma@tricomarine.com



With a copy to:



Bartlit Beck Herman Palenchar & Scott LLP

1899 Wynkoop Street, Suite 800

Denver, Colorado 80202

Attention: James L. Palenchar

Telephone: 303-592-3111

Facsimile: 303-592-3140

E-Mail: james.palenchar@bartlit-beck.com



If to Shareholder to:



West Supply IV AS

SMEDASUNDET 97B, 5525 HAUGESUND NORWAY

Telephone: 47 527044545




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Facsimile:

E-Mail:



With a copy to:



Attention:

Telephone:

Facsimile:
E-Mail:



or for any party, at such other address as such party shall have specified in writing to each of
the other parties in accordance with this Section 3.1.




     3.2 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but such counterparts together shall constitute one
and the same instrument.



     3.3 Section Headings. The section headings
of this Agreement are for convenience of
reference only and shall not be deemed to limit or affect any of the provisions hereof.



     3.4 Amendments. Any
provision of this Agreement may be waived or amended if,
and only if, such amendment or waiver is in writing and signed by the Company and Holder.



     3.5 Entire Agreement; No Assignment. This Agreement and the rights and
obligations hereunder (including Holder’s rights to register Registrable Securities on an
Eligible Registration Statement), the Exhibits and Schedules, the Purchase Agreement and the Phantom

Stock Units Agreement (a) constitute the entire agreement and understandings of the parties
hereto and supersedes all prior agreements and understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof, (b) are not intended to confer upon
any other Person any rights or remedies hereunder, and (c) shall not be assigned, by operation of
Law or otherwise, provided, however, that this Agreement may be assigned to any person to which
Holder has transferred 50% of Holder’s Registrable Securities, in which case such transferee
shall become a “Holder” hereunder.



     3.6 Governing Law. This Agreement shall be governed by and construed exclusively
in accordance with the internal laws of the State of Delaware, excluding that body of law
relating to conflict of laws and choice of law.



     3.7 Arbitration. Any dispute, controversy or claim arising out of or relating to this
Agreement (a “Dispute”), shall be settled by binding arbitration in accordance with
the commercial arbitration rules of the American Arbitration Association. Any such Dispute shall
be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any
dispute, claim or controversy of any other party. Following the selection of arbitrator as set
forth above, the arbitration shall be conducted promptly and expeditiously so as to enable the
arbitrator to render a decision within thirty (30) days. The arbitration shall be conducted
in





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Wilmington, Delaware, and any court having jurisdiction thereof may immediately issue judgment on
the arbitration award. The parties agree that (a) the arbitration provided for in this Section 3.7
shall be the exclusive means to resolve all Disputes and (b) all costs of the arbitration
contemplated by this Section 3.7 (including, without limitation, the attorneys’ fees of the
parties) shall be borne by the party (that is, either Holder or the Company) who is the least
successful in each such arbitration, which shall be determined by the arbitrator for the
controversy, dispute or claim by comparing (i) the position asserted by Holder and the Company on
all disputed matters taken together to (ii) the final decision of such arbitrator on all disputed
matters taken together. The parties acknowledge that the arbitrator shall have the authority to
grant equitable remedies, if appropriate. The parties intend that this agreement to arbitrate be
valid, enforceable and irrevocable.




     3.8 Severability. If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any law or public policy, all other terms and provisions of
this Agreement shall nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible.



     3.9 Specific Performance. Each of the
parties hereto acknowledges and agrees that
the Company and Holder would be irreparably damaged if each covenant in this Agreement is
not performed in accordance with its specific terms and that any breach of such provision of
this Agreement by any party to this Agreement could not be adequately compensated in all cases by
monetary damages alone. Accordingly, in addition to any other right or remedy to which either
the Company or Holder may be entitled under this Agreement, the Company and Holder shall be
entitled to enforce such provision of this Agreement by a decree of specific performance and
to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened
breaches of any of such provision of this Agreement, without posting any bond or other
undertaking.



     3.10 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and shall be binding upon, the successors and permitted assigns of the parties
hereto.



[Signature Page Follows.]




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written:




	 	 	 	 	 
	 	THE COMPANY:




TRICO MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Rishi A. Varma	 
	 	 	Its:   Chief Administrative Officer, 	 
	 	 	         Vice President and General Counsel 	 
	 



	 	 	 	 	 
	 	SHAREHOLDER:



WEST SUPPLY IV AS:

 	 
	 	By:  	/s/ Johan Rokstad
 	 
	 	 	JOHAN ROKSTAD	 
	 	 	Its:  Managing Director