exv10w1






Exhibit 10.1









AMENDED CONSENT SOLICITATION STATEMENT




$400,000,000



TRICO SHIPPING AS



Solicitation of Consents and Waivers in Respect of all

Outstanding 11 7⁄8% Senior Secured Notes Due 2014

(CUSIP Nos. 89612BAA6 and R92856AA2)



     Subject to the terms set forth in this consent solicitation statement, we are soliciting
consents from the Holders of our outstanding 11 7⁄8% Senior Secured Notes due 2014, which we refer to
as the “Notes,” to (i) modify and/or waive certain provisions contained in the indenture pursuant
to which the Notes were issued, dated as of October 30, 2009, among us, as issuer, the guarantors
identified therein and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo
Bank, N.A.), as trustee thereunder (the “Trustee”) (as amended by the First Supplemental Indenture,
dated as of June 25, 2010 and the Second Supplemental Indenture, dated as of September 21, 2010,
referred to hereafter as the “Indenture”), and (ii) make certain other amendments,
supplements and waivers to any of the covenants and related definitions in the Indenture or in
other related agreements and documents reasonably necessary or appropriate to implement the
foregoing. The term “Holders” means those holders of record at the close of business on November
24, 2010, which we refer to as the “Record Date,” as reflected in the records of the Trustee.



     By consenting to the Proposed Amendment (as defined under the heading “The Consent
Solicitation–Proposed Amendment” herein), the Holders are also agreeing to waive any objections,
claims and causes of action with respect to the Proposed Amendment and the implementation thereof,
including any future defaults under the Indenture with respect to the provisions that would be
modified if the Requisite Consents (defined below) are obtained; and each consenting Holder hereby
irrevocably waives application of such provisions as to the Notes to which its consent relates,
whether or not the Requisite Consents are obtained (the “Proposed Waiver”).



     This solicitation is being made upon the terms set forth in this consent solicitation
statement and the accompanying letter of consent. Approval of the Proposed Amendment requires the
consent of the Holders (as of the Record Date) of all the outstanding Notes as of the Record Date
(such consents are referred to as the “Requisite Consents”).



     We will not pay any fee to Holders of Notes for delivering their consents to the Proposed
Amendment. The consent solicitation will expire at 5:00 p.m., Eastern Time, on December 8, 2010
(the “Expiration Date”).



     At any time following receipt of the Requisite Consents (which have not been revoked), and in
compliance with the conditions contained in the Indenture, we and the Trustee intend to execute a
supplemental indenture (the “Third Supplemental Indenture”) implementing the Proposed Amendment,
unless we have terminated this solicitation for any reason. Notwithstanding anything to the
contrary contained herein, the Third Supplemental Indenture









 









 













will not become operative by its terms unless and until (i) we obtain waivers, consents or
amendments from the lenders under the Working Capital Facility and the Priority Credit Facility (as
defined herein) such that none of the sale of the Trico Star and Trico Sabre and the application of
the proceeds thereof as contemplated herein shall constitute a default thereunder, (ii) all
conditions to the consent solicitation have been satisfied or waived, and (iii) if applicable,
approval of the execution by Trico Marine Services, Inc., Trico Holdco LLC and Trico Marine Cayman,
L.P. of the Third Supplemental Indenture, the proposed amendment to the Working Capital Facility
and any related documents has been received from the United States Bankruptcy Court for the
District of Delaware in the proceedings styled In re: Trico Marine Services, Inc., et al., No.
10-12653. We will make a public announcement of the effectiveness of the Proposed Amendment at or
prior to 9:00 a.m., EST, on the next business day after such conditions are met.




     Notwithstanding anything to the contrary set forth in this consent solicitation statement, and
subject to any limitations and restrictions set forth in the Restructuring Support Agreement
(defined under the heading “The Consent Solicitation—Background” below), we reserve the right at
any time prior to the effectiveness of the Third Supplemental Indenture to (i) terminate the
solicitation for any reason, (ii) amend the terms of the solicitation including, without
limitation, to reduce the amount of the Requisite Consents, with respect to all or a portion of the
provisions to be amended by the Proposed Amendment or (iii) instead of implementing the Third
Supplemental Indenture, give effect to the Proposed Waiver, whether or not the Requisite Consents
are obtained.



Solicitation Agent




Evercore Partners

55 East 52nd Street

New York, New York 10055

(212) 822-7584




November 24, 2010









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ABOUT THIS CONSENT SOLICITATION STATEMENT




     You should read and carefully consider the information contained herein before deciding
whether to give your consent to the Proposed Amendment by properly completing, executing and
delivering the accompanying letter of consent in accordance with the instructions set forth herein
and therein.



     Only Holders of the Notes as of the Record Date are eligible to consent to the Proposed
Amendment. Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the
person who is the Holder or such Holder’s assignee or nominee to execute and deliver a letter of
consent on behalf of such beneficial owner. For purposes of this solicitation, The Depository
Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position
listing of DTC as of the Record Date to execute letters of consent as if they were the Holders of
the Notes held of record in the name of DTC or in the name of its nominee. Accordingly, for
purposes of the solicitation, the term “Holder” shall be deemed to include such Participants.



     Holders who wish to consent must deliver their properly completed and executed letter of
consent to Deutsche Bank National Trust Company, as tabulation agent (the “Tabulation Agent”), at
the address set forth on the back cover of this consent solicitation statement in accordance with
the instructions set forth herein and in the letter of consent. Consents should not be delivered
to us or the Trustee. However, we reserve the right to accept any consent received by us or the
Trustee. Under no circumstances should any person tender or deliver Notes to us, the Trustee, the
Tabulation Agent or any other party at any time.



     Recipients of this consent solicitation statement and the accompanying materials should not
construe the contents hereof or thereof as legal, business or tax advice. Each recipient should
consult its own attorney, business advisor and tax advisor as to legal, business, tax and related
matters concerning the solicitation.



     Please handle this matter through your bank or broker. Questions concerning the terms of the
solicitation should be directed to Evercore Partners (“Evercore”), as solicitation agent (the
“Solicitation Agent”), at the telephone number set forth on the back cover of this consent
solicitation statement. Requests for assistance in completing and delivering a letter of consent
or requests for additional copies of this consent solicitation statement, the letter of consent or
other related documents should be directed to Deutsche Bank National Trust Company, as the
information agent (the “Information Agent”) and Tabulation Agent, at the addresses or telephone
numbers set forth on the back cover of this consent solicitation statement.



     No person has been authorized to give any information or make any representations other than
those contained or incorporated by reference in this consent solicitation statement and, if given
or made, such information or representations must not be relied upon as having been authorized by
us, the Trustee, the Tabulation Agent, the Information Agent, the Solicitation Agent or any other
person related thereto.








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     The statements made in this consent solicitation statement are made as of the date of this
consent solicitation statement, and delivery of this consent solicitation statement or the
accompanying materials at any time does not imply that the information herein or therein is correct
as of any subsequent date. The information provided in this consent solicitation statement is
based upon information provided solely by us. The Information Agent and the Solicitation Agent
have not independently verified and do not make any representation or warranty, express or implied,
or assume any responsibility, as to the accuracy or adequacy of the information contained or
incorporated herein.



     The solicitation is not being made to, and a letter of consent form will not be accepted from
or on behalf of, a Holder in any jurisdiction in which the making of the solicitation or the
acceptance thereof would not be in compliance with the laws of such jurisdiction. We may in our
discretion, however, take such action as we may deem necessary to lawfully make the solicitation in
any such jurisdiction and to extend the solicitation to any Holder in such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require the solicitation to be made by a
licensed broker or dealer, the solicitation will be deemed to be made on behalf of us by one or
more registered brokers or dealers that are licensed under the laws of such jurisdiction.



     Neither the United States Securities and Exchange Commission, any other securities commission
nor any other regulatory authority or court has approved or disapproved the solicitation or this
Consent Solicitation Statement nor have any of the foregoing authorities passed upon or endorsed
this solicitation or this Consent Solicitation Statement. Any representation to the contrary is a
criminal offense.



     In this consent solicitation statement, unless otherwise specified, “Trico,” the “Company,”
“we,” “us” and “our” refer to Trico Shipping AS, its consolidated subsidiaries and their
predecessors.



     Capitalized terms used in this consent solicitation statement that are not otherwise defined
have the meanings set forth in the Indenture or the first or second supplemental indenture.









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THE CONSENT SOLICITATION




General




     Approval of the Proposed Amendment requires the consent of all the Holders of the outstanding
Notes as of the Record Date, or the Requisite Consents.



     The delivery of a consent will not affect a Holder’s right to sell or transfer any Notes, and
a sale or transfer of any Notes after the Record Date will not have the effect of revoking any
consent properly given by the Holder of such Notes. Therefore, each properly executed and
delivered consent that is not revoked will be counted notwithstanding any subsequent sale or
transfer of any Notes to which such consent relates. Failure to deliver a letter of consent will
have the same effect as if a Holder had chosen not to give its consent to the Proposed Amendment.



Background




     Trico Holdco LLC, a Delaware limited liability company (“Holdco”), is a direct wholly-owned
subsidiary of Trico Marine Services, Inc., a Delaware corporation (the “Parent”), and the general
partner of Trico Marine Cayman, L.P., a Cayman Islands limited partnership (“Trico Cayman” and
together with Holdco and the Parent, the “Parent Entities”). The Parent is the sole limited
partner of Trico Cayman. Trico Supply AS, a Norwegian limited company (“Trico Supply”), is a
direct wholly-owned subsidiary of Trico Cayman, and directly owns all of the equity interests in
the Company. The Company is the issuer of the Notes and each of the Parent, Holdco, Trico Cayman
and Trico Supply are guarantors of the Notes.



     On November 10, 2010, Trico Subsea Holding AS, a Norwegian limited company and a wholly-owned
subsidiary of the Company (“Trico Subsea”), as seller, and Lewek Shipping Pte. Ltd., as buyer
(“Lewek Shipping”), entered into that certain memorandum of agreement (the “Memorandum of
Agreement”) under which Trico Subsea agreed to sell the Trico Sabre and Trico Star vessels en bloc
to Lewek Shipping Pte. Ltd., or its nominee, for $52,300,000.00 (the “Purchase Price”), free of all
charters, encumbrances, mortgages, and maritime liens or any other debts whatsoever, on an “as is,
where-is” basis (the “Sale”). The Trico Sabre and Trico Star are both multi-purpose platform
supply vessels that were built in 2009 and 2010, respectively, at the Tebma Shipyards Limited.



     Under the Memorandum of Agreement, final payment of the Purchase Price is due upon delivery of
the vessels. The vessels have been inspected and accepted by Lewek Shipping, and the expected time
of delivery is on or prior to November 30, 2010. The cancellation date under the Memorandum of
Agreement is December 1, 2010.



     Prior to acceptance of the offer from Lewek Shipping for the Trico Sabre and Trico Star
vessels, Trico Subsea received multiple offers for the vessels, each less than Lewek Shipping’s
offer. In order to procure the highest and best offer for the vessels, Trico Subsea, by letter,
sought the final and best bids of each entity who previously expressed an interest in purchasing
the vessels. The offer from Lewek Shipping was received as a part of these efforts and was the
highest and best offer received.








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     In the event that cancellation of the Memorandum of Agreement occurs, Trico Subsea desires to
find another buyer or buyers for the Trico Sabre and Trico Star vessels and close such transaction
provided that the sale price is not less than 95% of the Purchase Price if sold en bloc or
$25,000,000 per vessel if sold individually (each, an “Alternative Sale”).



     The net proceeds of the sale of Trico Sabre and Trico Star will be applied as follows: (i)
$20,000,000 will be retained by the Company for working capital purposes or to repay indebtedness
under the Priority Credit Agreement or the Working Capital Facility or redeem additional Notes on
the terms set out in clause (b) below and (ii) (a) 8.36% of the remaining net proceeds will be used
to repay indebtedness (including accrued interest thereon) and/or cash collateralize letters of
credit under the Working Capital Facility, and (b) 91.64% of the remaining net proceeds will be
used to redeem Notes at 100% of principal amount and repay accrued interest on the Notes to be
redeemed. No prepayment premium, penalty or make whole will be paid in respect of the Notes to be
redeemed. The Holders hereby waive the minimum 30 day notice requirement that would otherwise be
required for such redemption, including any requirements under the Indenture and specifically
Sections 3.03 and 4.24 thereof. The Company expects to call the Notes for redemption promptly
following closing of the Sale or the Alternative Sale, as the case may be. The net proceeds of the
sale to be applied to the Notes and the Working Capital Facility will not be sent to the Collateral
Agent (defined herein). Rather, promptly after closing of the sale, such funds will be wired to the
agent under the Working Capital Facility and the Trustee, as applicable, for distribution to their
respective constituents. Net proceeds of the Sale or an Alternative Sale that are to be paid to the
Holders shall be paid to the Holders of record as of the Record Date.



     Alternatively, so long as, on or before the date of the Sale or Alternative Sale: (i) the
Company has received a commitment for an additional $20,000,000 in loans under the Priority Credit
Agreement on the same terms as the existing loans thereunder (the “Incremental Priority Loan”);
(ii) the Lenders under the Working Capital Facility shall have consented to the Incremental
Priority Loan and to the amendments to the Collateral Agency and Intercreditor Agreement and the
Security Documents required in connection therewith; (iii) all the Holders of the outstanding Notes
as of the Record Date shall have given their consent to approve the Proposed Amendment and the
Proposed Waiver (which shall include consent to the Incremental Priority Loan and the amendments to
the Collateral Agency and Intercreditor Agreement and the Security Documents required in connection
therewith); and (iv) if required, the execution by Trico Marine Services, Inc., Trico Holdco LLC
and Trico Marine Cayman, L.P. of the amendments to the Collateral Agency and Intercreditor
Agreement and the Security Documents required in connection with the Incremental Priority Loan and
approval of such execution from the United States Bankruptcy Court for the District of Delaware in
the proceedings styled In re: Trico Marine Services, Inc., et al., No. 10-12653 (clauses (i)-(iv),
the “Incremental Priority Conditions”); then (a) 8.36% of the full amount of the net proceeds will
be used to repay indebtedness (including accrued interest thereon) and/or cash collateralize
letters of credit under the Working Capital Facility, and (b) 91.64% of the full amount of the net
proceeds will be used to redeem Notes at 100% of principal amount and repay accrued interest on the
Notes to be redeemed.



     The Proposed Amendment will allow the Company to consummate the sale of the Trico Sabre and
Trico Star pursuant to the Memorandum of Agreement or in an Alternative Sale








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without complying with the requirements of Section 4.10(1)(a) of the Indenture that the
consideration be the greater of (x) Appraised Value (as defined in the Indenture) of the vessels as
of a date not more than 12 months prior to the date of the disposition and (y) the Fair Market
Value (as defined in the Indenture) of the vessels. The Proposed Amendment will also allow the
Company to apply the proceeds of the Sale or the Alternative Sale without complying with the
requirements of Section 4.24 of the Indenture relating to the amount of the redemption price and
procedure for redemption of the Notes. In particular, the Proposed Amendment will permit the
Company to redeem Notes out of the net proceeds of the sale of the Trico Sabre and Trico Star at a
redemption price of 100% of principal amount plus accrued and unpaid interest on the Notes to be
redeemed (the “Amended Redemption Price”) rather than the higher redemption price otherwise payable
under Section 4.24 of the Indenture.




     We reserve the right to redeem consenting Notes at the Amended Redemption Price and
non-consenting Notes at the redemption price otherwise payable under Section 4.24 of the Indenture
in connection with the Sale or Alternative Sale. There is, however, no assurance that we will
proceed with the Sale or Alternative Sale if the Requisite Consents are not obtained. Moreover,
non-consenting holders will be subject to the 30 to 60 day notice requirement prior to payment, as
provided in the Indenture, and there can be no assurance that such amounts will ever be paid.



     The consummation of the sale of the Trico Sabre and Trico Star and the proposed application of
the new proceeds thereof also requires the consent of the lenders under:




	 	•	 	that certain credit agreement among Trico Cayman, Holdco, the direct and indirect
subsidiaries of the Company, as guarantors, the lenders party thereto from time to
time, and Nordea Bank Finland Plc, New York Branch, as administrative agent as amended
by that certain First Amendment and Waiver to Credit Agreement, dated as of March 15,
2010, that certain Second Amendment to Credit Agreement and Forbearance Agreement,
dated as of June 17, 2010, that certain Third Amendment to Credit Agreement and
Forbearance Agreement, dated as of June 29, 2010, that certain Fourth Amendment to
Credit Agreement, dated as of July 23, 2010 and that certain Fifth Amendment to Credit
Agreement and Forbearance Agreement dated as of September 21, 2010 (the “Working
Capital Facility”); and






	 	•	 	that certain credit agreement among Trico Supply, the Company, the direct and
indirect subsidiaries of the Company, as guarantors, the lenders party thereto from
time to time, and Cantor Fitzgerald Securities, as administrative agent as amended by
that certain First Amendment to Priority Credit Agreement, dated as of October 1, 2010,
that certain Second Amendment to Priority Credit Agreement, dated as of October 15,
2010, that certain Third Amendment, Consent and Waiver to Priority Credit Agreement,
dated as of November 12, 2010 (the “Priority Credit Facility”).





Available Information




     Our principal executive offices are located at 10001 Woodloch Forest Drive, Suite 610, The
Woodlands, Texas 77380. The Parent files annual, quarterly and current reports and other
information electronically with the Securities and Exchange Commission (the “SEC”). You may








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read and copy any materials the Parent files with the SEC at the SEC’s Public Reference Room
at 100 F. Street, N.E., Washington, DC 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site
(www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including our filings.




     Our website address is www.tricomarine.com, where all of the Parent’s public filings are
available, free of charge, through website linkage to the SEC. We make available free of charge, on
or through the Investor Relations section of our Internet website, access to the Parent’s filings
of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 with the SEC. Our website provides a hyperlink to a third party SEC
filings website where these reports may be viewed and printed at no cost as soon as reasonably
practicable after the Parent electronically files such material with, or furnishes it to, the SEC.
The information contained on our website, or any other website, is not, and shall not be deemed to
be, part of or incorporated into this consent solicitation statement.



     We incorporate by reference in this consent solicitation statement the documents listed below
and any future filings we or the Parent make with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, including any filings after the date of this consent
solicitation statement until the effective time. We are not incorporating by reference any
information furnished under Items 2.02 or 7.01 (or corresponding information furnished under Item
9.01 or included as an exhibit) in any past or future current report on Form 8-K that the Parent
files with the SEC, unless otherwise specified in such current report:




	 	•	 	The Parent’s Annual Report on Form 10-K (including the portions of the Parent’s
proxy statement for its 2010 annual meeting of stockholders incorporated by reference
therein) for the year ended December 31, 2009;






	 	•	 	The Parent’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010
and June 30, 2010; and






	 	•	 	The Parent’s Current Reports on Form 8-K filed on January 22, 2010, February 25,
2010, March 31, 2010, April 22, 2010, April 27, 2010, May 4, 2010, June 2, 2010, June
14, 2010, June 16, 2010, June 17, 2010, June 21, 2010, July 1, 2010, July 19, 2010,
July 29, 2010, August 10, 2010, August 25, 2010, August 26, 2010, September 2, 2010,
September 13, 2010, September 21, 2010, October 7, 2010, October 21, 2010, November 2,
2010, November 8, 2010, November 12, 2010 and November 15, 2010.





     By consenting to the Proposed Amendment, the consenting party expressly acknowledges and
agrees that it has been afforded meaningful opportunity to review all information, including the
Parent’s financial statements, considered by the consenting party to be necessary to decide whether
to grant its consent.



     Any statement contained herein or in a document made available by us will be deemed to be
modified or superseded for purposes of this consent solicitation statement to the extent that a








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statement contained in any filing with the SEC made by the Parent or document we subsequently
provide or make available modifies or supersedes the previous statement. Any such statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this consent solicitation statement.




Forward-Looking Statements




     Certain statements in this consent solicitation statement that are not historical fact may be
“forward-looking statements.” Actual events may differ materially from those projected in any
forward-looking statement. There are a number of important factors involving risks and
uncertainties beyond our control that could cause actual events to differ materially from those
expressed or implied by such forward-looking statements. A description of risks and uncertainties
relating to the Parent and its industry and other factors, which could affect the Parent’s and our
results of operations or financial condition, are included in the Parent’s SEC filings and below
under “Risks.” We undertake no obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that may arise after the date of this consent
solicitation statement.



Risks




     Before providing your consent you should carefully consider the risks and other information
that we have included in this consent solicitation statement or that are included in the documents
we have incorporated by reference herein. There may be additional risks not presently known to us
or that we currently deem immaterial, which are not included or incorporated by reference in this
consent solicitation statement.



     Although we solicited a number of bids for the sale of the Trico Sabre and Trico Star, we did
not undertake a new third party appraisal to value those vessels.



     We solicited a number of bids for the sale of the Trico Sabre and Trico Star. See “—Background.” We ultimately entered into the Memorandum of Agreement with Lewek Shipping,
which submitted the highest bid and is unaffiliated with us. However, we did not undertake a new
third party appraisal to value those vessels, and cannot assure whether the Sale Price is equal to
or greater than the value that any such appraisal may have estimated.



     The effectiveness of the Proposed Amendment is subject to certain conditions.



     The effectiveness of the Proposed Amendment is subject to the satisfaction of certain
conditions, including the consents of the lenders under the Working Capital Facility and Priority
Credit Facility and, potentially, the approval of the execution by Parent Entities of the Third
Supplemental Indenture and amendments to the Collateral Agency and Intercreditor Agreement by the
United States Bankruptcy Court. See “—Effectiveness of Proposed Amendment; Preconditions.” There
can be no assurance that such conditions will be met. If the Preconditions (defined herein) are
not met, then the original terms of the Indenture will remain operative regardless of whether the
Third Supplemental Indenture has been executed by the parties thereto. However, we reserve the
right to give effect to the Proposed Waiver.








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     You should consider the United Stated federal income tax consequences of delivering a consent.



     The United States federal income tax consequences to Holders of Notes of the adoption of the
Proposed Amendment are not entirely clear. See “Certain U.S. Federal Income Tax Considerations.”
Holders are strongly encouraged to consult their own tax advisors concerning the application of
U.S. federal income, gift and estate, U.S. state and local, non-U.S. and other tax consequences of
participating in the consent solicitation.



Credit Parties and Affiliates in Bankruptcy




     Trico Marine Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc. Trico
Marine International, Inc., Trico Holdco LLC and Trico Marine Cayman, L.P. have filed petitions for
reorganization under Chapter 11 with the United States Bankruptcy Court for the District of
Delaware on August 25, 2010.



Record Date




     The Record Date for the determination of holders entitled to give consents pursuant to the
solicitation is 5:00 p.m., EST, on November 24, 2010. This consent solicitation statement and the
letter of consent, which we refer to collectively as “Solicitation Materials,” are being sent to
all Holders of record on the Record Date. Such date has been fixed as the date for the
determination of Holders entitled to deliver a consent. We reserve the right to establish, from
time to time, but in all cases prior to receipt of the Requisite Consents, any new date as such
Record Date with respect to the Notes and, thereupon, any such new date will be deemed to be the
Record Date for purposes of the solicitation for the Notes.



The Proposed Amendment




     Consenting to the Proposed Amendment (defined below) authorizes (i) the execution of the Third
Supplemental Indenture, which will, among other things, notwithstanding the terms of the Indenture,
permit us to sell the vessels Trico Star and Trico Sabre en bloc for a sales price of at least
$49,685,000 or individually for a sales price of not less than $25,000,000, (ii) the application of
the proceeds from such disposition or dispositions as follows: (A) if the Incremental Priority
Conditions have not been satisfied then (a) $20,000,000 will be retained by the Company for working
capital purposes or to repay indebtedness under the Priority Credit Agreement or Working Capital
Facility or redeem additional Notes on the terms set out in clause (b)(II) below and (b) (I) 8.36%
of the remaining net proceeds will be used to repay indebtedness (including accrued interest)
and/or cash collateralize letters of credit under the Working Capital Facility, and (II) 91.64% of
the remaining net proceeds will be used to redeem Notes at 100% of principal amount and repay
accrued interest on the Notes to be redeemed and (B) if the Incremental Priority Conditions have
been satisfied then (a) 8.36% of the full amount of the net proceeds will be used to repay
indebtedness (including accrued interest thereon) and/or cash collateralize letters of credit under
the Working Capital Facility, and (b) 91.64% of the full amount of the net proceeds will be used to
redeem Notes at 100% of principal amount and repay accrued interest on the Notes to be redeemed,
(iii) the release of the liens on the Trico Sabre and Trico Star by Wilmington Trust FSB, as
collateral agent (the “Collateral Agent”), in connection








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with such disposition or dispositions and all actions by the Trustee and the Collateral Agent
for the purpose of effecting the same and (iv) the execution of any amendments to the Amended and
Restated Collateral Agency and Intercreditor Agreement, dated September 21, 2010, among the
Company, the guarantors identified therein, the Collateral Agent, the Trustee, Cantor Fitzgerald
Securities and Nordea Bank Finland, Plc, New York Branch (the “Intercreditor Agreement”) and any
other documents relating to the foregoing.




     The Third Supplemental Indenture will, among other things, amend the Indenture as follows (the
amendment described below and more specifically set forth in the Third Supplemental Indenture is
the “Proposed Amendment”:




	 	•	 	Various provisions of the Indenture will be amended or superseded such that the
Trico Star and Trico Sabre will be permitted to be sold en bloc for sales price of at
least $49,685,000 or individually for a sales price of not less than $25,000,000.






	 	•	 	Various provisions of the Indenture will be amended or superseded to allow for the
application of the proceeds of the disposition of the Trico Star and Trico Sabre as
follows: (A) if the Incremental Priority Conditions have not been satisfied then (i)
$20,000,000 will be retained by the Company for working capital purposes or to repay
indebtedness under the Priority Credit Agreement or Working Capital Facility or redeem
additional Notes on the terms set out in clause (ii)(b) below and (ii) (a) 8.36% of the
remaining net proceeds will be used to repay indebtedness (including accrued interest)
and/or cash collateralize letters of credit under the Working Capital Facility, and (b)
91.64% of the remaining net proceeds will be used to redeem Notes at 100% of principal
amount and repay accrued interest on the Notes to be redeemed and (B) if the
Incremental Priority Conditions have been satisfied then (i) 8.36% of the full amount
of the net proceeds will be used to repay indebtedness (including accrued interest
thereon) and/or cash collateralize letters of credit under the Working Capital
Facility, and (ii) 91.64% of the full amount of the net proceeds will be used to redeem
Notes at 100% of principal amount and repay accrued interest on the Notes to be
redeemed. The Trustee will be directed to cause the Collateral Agent to enter into such
amendments to the Intercreditor Agreement and the other transaction documents as are
necessary to effectuate such application (including all amendments required in
connection with the Incremental Priority Loan).





     Any description of the Proposed Amendment to the Indenture contained herein is qualified in
its entirety by reference to the full and complete provisions contained in the Third Supplemental
Indenture.



Waiver




     By consenting to the Proposed Amendment, the Holders are agreeing, as against any of us, the
Information Agent, the Tabulation Agent, the Solicitation Agent, the Trustee or the Collateral
Agent and their respective officers, employees, attorneys, advisors, directors and affiliates, to
waive any objections, claims and causes of action with respect to the Proposed Amendment and the
implementation thereof, including any future defaults under the Third Supplemental Indenture and
the other transaction documents with respect to the covenants and









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provisions that would or could be modified if the Requisite Consents are obtained and the
transaction documents become operative; and each consenting Holder hereby irrevocably waives
application of such provisions as to the Notes to which its consent relates, as set forth in the
Proposed Waiver, whether or not the Requisite Consents are obtained. We reserve the right, instead
of implementing the Third Supplemental Indenture, to give effect to the Proposed Waiver, whether or
not the Requisite Consents are obtained.



How to Consent




     Holders who wish to consent to the Proposed Amendment should deliver, and not revoke, one or
more properly completed letters of consent signed by or on behalf of such Holder by registered
mail, hand delivery, overnight courier or by facsimile or electronic transmission to the Tabulation
Agent at its address or facsimile number set forth on the back cover of the consent solicitation
statement in accordance with the instructions contained in the Solicitation Materials. We shall
have the absolute right in our sole discretion to determine whether any purported consent satisfies
the requirements of the solicitation and the Indenture, and any such determination shall be final
and binding on the Holder who delivered such consent or purported consent.



     The letter of consent must be executed in exactly the same manner as the name of the Holder
appears on the Notes.



     Consents will be accepted from Holders and any other person who has obtained a proxy in a form
reasonably acceptable to us that authorizes such other person (or person claiming title by or
through such other person) to deliver a consent with respect to any Notes on behalf of such Holder.
For purposes of the solicitation, DTC has authorized the direct participants in DTC set forth in
the position listing of DTC as of the Record Date to execute the letter of consent as if they were
Holders of the Notes held of record in the name of DTC or its nominee. Accordingly, consents will
be accepted from DTC participants. Any beneficial owner whose Notes are held through a broker,
dealer, commercial bank, trust company or other nominee (individually, a “Custodian” and
collectively, “Custodians”), and who wishes to consent should contact their Custodian of the Notes
promptly and instruct such Custodian to consent on its behalf. An authorized
Participant must execute the letter of consent exactly as its name appears on DTC’s position
listing as of the Record Date.



     Each letter of consent that is properly completed, signed, delivered to and received by the
Tabulation Agent (and accepted by us as such and not revoked), will be given effect in accordance
with the specifications thereof. A letter of consent should not be delivered to us or the Trustee.
However, we reserve the right to accept any consent received by us or the Trustee by any other
reasonable means or in any form that reasonably evidences the giving of a consent. Under no
circumstances should any person tender or deliver Notes to us, the Trustee, the Tabulation Agent,
the Information Agent or the Solicitation Agent.



     All questions as to the validity, form, eligibility (including time of receipt) and acceptance
of a consent will be resolved by us, in our sole discretion, which resolution shall be final and
binding. We reserve the right to reject any and all consents not validly given or any consents,
our acceptance of which could, in our opinion or the opinion of our counsel, be








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unlawful. We also reserve the right to waive any defects or irregularities in the delivery of
a consent or modify the conditions to the solicitation. Unless waived, any defects or
irregularities in connection with deliveries of consents must be cured within such time as we shall
determine. None of us, the Trustee, the Tabulation Agent, the Information Agent, the Solicitation
Agent or any other person shall be under any duty to give notification of defects, irregularities
or waivers with respect to deliveries of consents, nor shall any of them incur any liability for
failure to give such notification.



     If the Notes to which a consent relates are held by two or more joint Holders, each such
Holder must sign the letter of consent. If a signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other holder acting in a fiduciary or
representative capacity, such person should so indicate when signing and must submit proper
evidence satisfactory to us of such person’s authority so to act. If Notes are held in different
names, a separate letter of consent must be executed covering each name.



     If a consent relates to fewer than all Notes held of record as of the Record Date by the
Holder providing such consent, such Holder must indicate on the letter of consent the aggregate
dollar amount (in integral multiples of $1,000) of such Notes to which the consent relates. Unless
otherwise indicated, the consent will be deemed to relate to all Notes held by such Holder.



Effectiveness of Proposed Amendment; Preconditions




     Promptly after receiving the Requisite Consents (which have not been revoked), we and the
Trustee intend to execute the Third Supplemental Indenture, unless we have terminated this
solicitation for any reason. The Third Supplemental Indenture will become effective immediately
upon execution and delivery by us and the Trustee; provided, however, that the Third Supplemental
Indenture will not become operative by its terms unless and until, (i) we obtain waivers, consents
or amendments from the lenders under the Priority Credit Facility and the Working Capital Facility
such that the sale of the Trico Star and Trico Sabre and the application of the proceeds thereof as
contemplated herein shall not constitute a default thereunder, and (ii) if applicable, approval of
the execution by the Parent Entities of the Third Supplemental Indenture, the proposed amendment to
the Working Capital Facility and any related documents has been received from the United States
Bankruptcy Court for the District of Delaware in the proceedings styled In re: Trico Marine
Services, Inc., et al., No. 10-12653 (the “Preconditions”). We can terminate this solicitation for
any reason prior to execution of the Third Supplemental Indenture. We may not waive the
Preconditions set forth in clause (i) above.



Right to Amend or Terminate Solicitation




     Notwithstanding anything to the contrary set forth in this consent solicitation statement, we
reserve the right at any time prior to execution of the Third Supplemental Indenture to:




	 	•	 	terminate the solicitation for any reason,











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	 	•	 	amend the terms of the solicitation, including, without limitation, to reduce the
amount of the Requisite Consents, with respect to all or a portion of the provisions to
be amended by the Proposed Amendment; or
	 
	 	•	 	instead of implementing the Third Supplemental Indenture, give effect to the
Proposed Waiver, whether or not the Requisite Consents are obtained





     In such event, we will provide notice by public announcement. In the event that the consent
solicitation is terminated, the Proposed Amendment will not become effective, with the result that
the Indenture will remain in its current form.



     Any waiver, amendment or modification of the consent solicitation will apply to all Notes,
whether or not consents with respect to any such Notes are delivered pursuant to the consent
solicitation. If the consent solicitation is amended in a manner determined by us to constitute a
material change to Holders, we will promptly give notice of such amendment and disseminate
additional solicitation materials. Without limiting the manner in which any public announcement
may be made, we may give notice to Holders as promptly as practicable by public announcement
(including by press release, by Dow Jones News Service, by Bloomberg or another public
announcement). During any extension of the consent solicitation, all consents to the Proposed
Amendment will remain effective unless revoked.



Consent Payment




     We will not pay any consent fee to Holders for their consents to the Proposed Amendment.



Revocation of Consents




     Pursuant to Section 9.04 of the Indenture, consents with respect to the Proposed Amendment may
be revoked by a Holder of the Notes to which such consent relates if the Trustee receives the
notice of revocation before the revocation deadline (defined below). Consents may not be revoked
on or after the revocation deadline. The “Revocation Deadline” is the date when (1) the Tabulation
Agent on or prior to the Expiration Date receives properly completed and executed, and not revoked,
letters of consent in respect of the requisite aggregate current principal amount of the Notes that
are outstanding and (2) the Third Supplemental Indenture is executed by the parties thereto.
Notices of revocation must be completed, signed, dated and delivered to the Trustee (accompanied by
such proxy or other required documents) in the same manner as would be required for a consent.
Pursuant to Section 9.04 of the Indenture, only a Holder of the Notes as of the Record Date may
revoke a previously given consent.



Information and Tabulation Agent




     We have retained Deutsche Bank National Trust Company to serve as our Information Agent and
Tabulation Agent in connection with the solicitation. For the services of the Information Agent
and Tabulation Agent, we have agreed to pay reasonable and customary fees and to reimburse the
Information Agent and Tabulation Agent for its reasonable out-of-pocket expenses in connection with
such services.









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     We have not authorized any person (including the Information Agent and the Tabulation Agent)
to give any information or make any representations in connection with the solicitation other than
as set forth herein and, if given or made, such information or representations must not be relied
upon as having been authorized by us, the Trustee, the Information Agent, the Tabulation Agent or
any other person.



     Requests for assistance in filling out and delivering the letter of consent or requests for
additional copies of this consent solicitation statement or the letter of consent and other related
documents should be directed to the Information Agent at its address and telephone number set forth
on the back cover of this consent solicitation statement.



Solicitation Agent




     Evercore will act as Solicitation Agent in connection with this consent solicitation.
Evercore will solicit consents and respond to inquiries of Holders. The Solicitation Agent can be
reached by calling (212) 822-7584.



Fees and Expenses




     We will bear the costs of the solicitation, including the fees and expenses of the Tabulation
Agent, the Information Agent and the Solicitation Agent. We will pay the Tabulation Agent,
Information Agent and Solicitation Agent reasonable and customary compensation for their services
in connection with the solicitation, plus reimbursement for expenses.



     Brokers, dealers, commercial banks, trust companies and other nominees will be reimbursed by
the Information Agent, by application of funds provided by us, for customary mailing and handling
expenses incurred by them in forwarding material to their customers. We will pay all other fees
and expenses attributable to the solicitation and the execution of the Proposed Amendment, other
than expenses incurred by Holders or beneficial owners of Notes.









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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS




     To ensure compliance with Treasury Department Circular 230, each person receiving this consent
solicitation statement is hereby notified that: (a) any discussion of federal tax issues in this
consent solicitation statement is not intended or written to be relied upon, and cannot be relied
upon, by Holders of Notes for the purpose of avoiding penalties that may be imposed on Holders
under the Internal Revenue Code of 1986, as amended; (b) such discussion is included herein by us
in connection with the promotion or marketing (within the meaning of Treasury Department Circular
230) of the transactions or matters addressed herein; and (c) Holders should seek advice based on
their particular circumstances from an independent tax advisor.



     The following is a summary of certain U.S. federal income tax considerations of the adoption
of the Proposed Amendment that may be relevant to Holders of Notes as of the Record Date who hold
such Notes as “capital assets” (generally, property held for investment). The summary is based
upon the provisions of the Internal Revenue Code of 1986, as amended, referred to as the Code, and
U.S. Treasury Regulations, administrative rulings and pronouncements and judicial decisions as of
the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S.
federal income tax consequences different from those summarized below. We will not seek any ruling
from the Internal Revenue Service (the “IRS”) or an opinion of counsel regarding the matters
discussed below. We cannot assure you that the IRS will not challenge one or more of the tax
consequences described in this discussion.



     This summary is not a complete description of all the U.S. federal income tax consequences of
the adoption of the Proposed Amendment and, in particular, may not address special U.S. federal
income tax considerations, such as:




	 	•	 	tax consequences to Holders who may be subject to special tax treatment, such as
dealers in securities or currencies, financial institutions, regulated investment
companies, real estate investment trusts, tax-exempt entities, insurance companies,
traders in securities that elect to use a mark-to-market method of accounting for their
securities, U.S. expatriates or certain former citizens or long-term residents of the
United States;
	 
	 	•	 	tax consequences to persons holding Notes as a part of a hedging, integrated,
conversion or constructive sale transaction or a straddle;
	 
	 	•	 	tax consequences to Holders of Notes whose “functional currency” is not the U.S.
dollar;
	 
	 	•	 	tax consequences to partnerships or other pass-through entities and holders of
interests therein; and
	 
	 	•	 	alternative minimum tax consequences, if any.




This summary also does not address any U.S. federal tax consequences, other than U.S. federal
income tax consequences (e.g., estate and gift), or any state, local or foreign tax consequences.









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     Whether an instrument is characterized as equity or debt for U.S. federal income tax purposes
depends on the circumstances surrounding the issuer and the terms and operation of the instrument.
We believe that the Notes are treated as debt for U.S. federal income tax purposes, and the
following discussion assumes that the Notes are properly classified as debt for U.S. federal income
tax purposes.



     Holders of Notes are strongly encouraged to consult their own tax advisors concerning the U.S.
federal income and estate and gift, and any state or local income or franchise, tax consequences of
the adoption of the Proposed Amendment, as well as any consequences under the laws of any other
applicable taxing jurisdiction.



Tax Considerations to U.S. Holders




     The term “U.S. holder” means a beneficial owner of Notes that is for U.S. federal income tax
purposes:



     (i) an individual who is a citizen or resident of the United States;



     (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax
purposes) created or organized under the laws of the United States or any state or political
subdivision thereof;



     (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of
its source; or



     (iv) a trust that (a) is subject to the primary supervision of a U.S. court and which has one
or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust,
or (b) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a
United States person.



     If an entity treated as a partnership for U.S. federal income tax purposes holds the Notes,
the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are an entity treated as a partnership that holds Notes, or
a partner of such a partnership, you should consult your tax advisor.



     The U.S. federal income tax consequences to U.S. holders will depend upon whether the adoption
of the Proposed Amendment results in a deemed exchange of “new” or modified Notes for the “old” or
original Notes. Treasury Regulations promulgated under Section 1001 of the Code provide that such
a deemed exchange occurs if a “significant modification” (within the meaning of the Treasury
Regulations) in the terms of the debt instrument has occurred, taking into account all relevant
facts and circumstances. In general, the Treasury Regulations provide that a deemed exchange
occurs only if, based on all facts and circumstances, the legal rights or obligations that are
altered and the degree to which they are altered are “economically significant.”



     The Treasury Regulations provide that a modification that releases, substitutes, adds or
otherwise alters the collateral for, a guarantee on, or other form of credit enhancement for a
recourse debt instrument is a significant modification if the modification results in a change in









17









 












payment expectations. A change in payment expectations occurs, if, as a result of a
transaction there is (i) a substantial enhancement of the obligor’s capacity to meet the payment
obligations under a debt instrument and that capacity was adequate prior to the modification, or
(ii) a substantial impairment of the obligor’s capacity to meet the payment obligations under a
debt instrument and that capacity was adequate prior to the modification is primarily speculative
after the modification. The obligor’s capacity includes any source for payment, including
collateral, guarantees, or other credit enhancement.




     Although not free from doubt, we intend to take the position that the Proposed Amendment does
not result in a deemed exchange. However, if the Proposed Amendment were treated as causing a
deemed exchange, a U.S. holder would recognize gain or, subject to the possible application of the
wash sale rules, loss unless the deemed exchange were treated as a recapitalization. A deemed
exchange generally would qualify as a recapitalization if both the “old” Notes and the “new” Notes
qualify as “securities” for federal income tax purposes. In the case of a debt instrument, neither
the Code nor the Treasury Regulations define the term security. Most authorities have held that
the term to maturity of the debt instrument is one of the most significant factors in determining
whether a debt instrument is a security. In this regard, debt instruments with a term of ten years
or more generally qualify as securities, debt instruments with a term between five and ten years
may qualify as securities, and debt instruments with a term of less than five years generally do
not qualify as securities. There is some authority, however, that suggests that notes of a shorter
term can qualify as securities if they represent a continuation of notes with substantially the
same terms. It is unclear in this situation whether either the old Notes or new Notes would
qualify as securities and therefore whether a deemed exchange would qualify as a recapitalization.



     Because of the inherently factual nature of whether the Proposed Amendment results in a
significant modification and thus, a deemed exchange, and whether a debt instrument qualifies as a
security for U.S. federal income tax purposes, you are strongly encouraged to consult your tax
advisor regarding the application of the rules described above.



Tax Consequences to Non-U.S. Holders




     The following discussion is limited to the U.S. federal income tax consequences relevant to a
holder of Notes that is a non-U.S. holder. As used herein, a “non-U.S. holder” is any beneficial
owner of Notes that is an individual, corporation, estate or trust that is not a U.S. holder.



     As described above, we intend to take the position that the Proposed Amendment does not result
in a deemed exchange. However, if the Proposed Amendment were treated as causing a deemed
exchange, and such exchange was a taxable exchange (rather than a recapitalization), a non-U.S.
holder generally would not be subject to U.S. federal income tax on any income or gain resulting
from the adoption of the Proposed Amendment unless: (i) such income or gain is effectively
connected with the conduct by such non-U.S. holder of a trade or business within the United States,
in which case the non-U.S. holder generally would be taxed on the income or gain in the same manner
as a U.S. holder (unless an applicable income tax treaty provides otherwise), and a corporate
non-U.S. holder may be subject to an additional branch profits tax at the rate of 30 percent
(unless reduced by an applicable income tax treaty); or (ii) in the case of gain, the








18









 












non-U.S. holder is an individual who is present in the United States for 183 days or more in
the taxable year of the deemed exchange and certain other conditions are satisfied, in which case
the non-U.S. holder would be subject to a flat 30% rate of U.S. federal income tax on the gain,
which may be offset by U.S. source capital losses.




     The foregoing discussion is not intended to be a complete analysis or description of all
potential United States federal income tax considerations or other tax considerations of the
consent solicitation. Thus, Holders are urged to consult their own tax advisors as to the specific
tax consequences of the consent solicitation to them, including tax return reporting requirements,
the applicability and the effect of United States federal, state, local, foreign and other
applicable tax laws and the effect of any proposed changes in the tax laws.








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SOLICITATION OF CONSENT AND WAIVER

Relating to the

$400,000,000 of 11 7⁄8% Senior Secured Notes Due 2014

CUSIP Nos. 89612BAA6 and R92856AA2

of

Trico Shipping AS




     In order to give its consent, a Holder should mail, hand deliver, send by overnight courier or
by facsimile or electronic transmission (in each case, confirmed by physical delivery) a properly
completed and duly executed letter of consent, and any other required document, to the Tabulation
Agent at its address set forth below. Any questions or requests for assistance or for additional
copies of this consent solicitation statement or related documents may be directed to the
Information Agent at one of its telephone numbers set forth below. A Holder (or a beneficial owner
that is not a Holder) may also contact the Information Agent at their respective telephone numbers
set forth below or its broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the solicitation.



The Tabulation Agent and Information Agent for the solicitation is:




Deutsche Bank National Trust Company



	 	 	 

	By Regular Mail:

	 	By Hand or Overnight Courier:
	 
	 	 
	DB Services Americas, Inc

	 	DB Services Americas, Inc
	MS JCK01-0218

	 	MS JCK01-0218
	5022 Gate Parkway, Suite 200

	 	5022 Gate Parkway, Suite 200
	Jacksonville, FL 32256

	 	Jacksonville, FL 32256
	 

	 	Attention: Security Holder Relations






By Facsimile (for Eligible Institutions only):

(615) 866-3889




For Information or Confirmation by Telephone:

1-800-735-7777, option 1



     Questions concerning the terms of the consent solicitation should be directed to the
Solicitation Agent, Evercore Partners, at the following telephone number: (212) 822-7584.









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