EXHIBIT 10.4




FIRST AMENDMENT TO CREDIT
AGREEMENT
    FIRST
AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”),
dated as of June 24, 2008, by and among TRICO SUPPLY AS, a limited company
organized under the laws of Norway (“Holdings”), TRICO
SUBSEA HOLDING AS, a limited company organized under the laws of Norway (“Intermediate
Holdco”), TRICO SUBSEA AS, a limited company organized under the laws of
Norway and a wholly-owned subsidiary of Holdings (the “Borrower”), the
lenders party hereto (each, a “Lender” and,
collectively, the “Lenders”) and NORDEA
BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the “Administrative
Agent”).  Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
 
 W I T N E S S E T H
:
 
 WHEREAS,
the Borrower, Intermediate Holdco, Holdings, the Lenders from time to time party
thereto, and the Administrative Agent are parties to a Credit Agreement, dated
as of April 24, 2008 (as amended, modified and/or supplemented to, but not
including, the date hereof, the “Credit
Agreement”);
 
 WHEREAS,
subject to the terms and conditions of this First Amendment, the parties hereto
wish to amend certain provisions of the Credit Agreement as herein
provided;
 
 NOW,
THEREFORE, it is agreed:
  I. Amendments to Credit
Agreement.
 
 1.           The
Table of Contents to the Credit Agreement is hereby amended to add (i) new
Schedule XII as “SCHEDULE XII -- Required Insurance” in its proper numerical
order, (ii) new Annex B as “ANNEX B – Trico Shipping Guarantors Subordination
Provisions” and (iii) (x) new Exhibit M as “EXHIBIT M -- Factoring Agreement”
and (y) new “EXHIBIT N -- Form of Intercompany Subordination Provisions”, in
their proper alphabetical order.
 
 2.           The
recitals to the Credit Agreement are hereby amended to add “TRICO SHIPPING AS, a
limited company organized under the laws of Norway (“Trico Shipping”),”
immediately after the phrase “TRICO SUBSEA HOLDING AS, a limited company
organized under the laws of Norway (“Intermediate
Holdco”),” contained therein.
 
 3.           The
definition of “Applicable Margin” appearing in Section 1 of the Credit Agreement
is hereby deleted in its entirety and the following definition is inserted in
lieu thereof:
 
 ““Applicable Margin”
shall mean a percentage per annum equal to 2.25%; provided that the
Applicable Margin shall be subject to adjustments as set forth in the pricing
grid provided below based on meeting the Consolidated Leverage Ratio as set
forth herein (but in any event, such adjustments are not to be commenced prior
to the delivery of financial statements delivered in respect of the fiscal
quarter ending on March 31, 2008).  From each applicable Start Date
(as defined below) to each applicable End Date (as defined below), the
Applicable Margins for Loans shall be those set forth below opposite the
Consolidated Leverage Ratio indicated to have been achieved in any Quarterly
Pricing Certificate delivered in accordance with the following
sentence:
  
  Level
                  
                  Consolidated Leverage
      Ratio
                  
                  Percentage3
                  
                  Greater
      than or equal to 2.50:1.00
                  
                  2.25%2
                  
                  Greater
      than 1.00:1.00 and less than 2.50:1.00
                  
                  2.00%1
                  
                  Equal
      to or less than 1.00:1.00
                  
                  1.75%
 
 The
Consolidated Leverage Ratio used in a determination of the Applicable Margin
shall be determined based on the delivery of a certificate of the Borrower
(each, a “Quarterly
Pricing Certificate”) by an authorized officer of the Borrower to the
Administrative Agent (with a copy to be sent by the Administrative Agent to each
Lender), within 45 days of the last day of any fiscal quarter of the Borrower,
which certificate shall set forth the calculation of the Consolidated Leverage
Ratio as at the last day of the Test Period ended immediately prior to the
relevant date of the delivery of such Quarterly Pricing Certificate (each date
of delivery of a Quarterly Pricing Certificate, a “Start
Date”)  and the Applicable Margin which shall be thereafter
applicable (until same is changed or ceases to apply in accordance with the
following sentences).  The Applicable Margin so determined shall
apply, except as set forth in the succeeding sentence, from the relevant Start
Date to the earliest of (x) the date on which the next Quarterly Pricing
Certificate is delivered to the Administrative Agent or (y) the date which is 45
days following the last day of the Test Period in which the previous Start Date
occurred, such earliest date (the “End Date”), at which
time Level 3 pricing shall apply until such time, if any, as a Quarterly Pricing
Certificate has been delivered showing the pricing for the respective period is
at a Level below Level 3 (it being understood that, in the case of any Quarterly
Pricing Certificate as so required, any reduction in the Applicable Margin shall
apply only from and after the date of the delivery of the complying financial
statements and officer’s certificate); provided further, that Level 3
pricing shall apply at all times when any Event of Default is in
existence.”
 
 4.           The
definition of “Change of Control” appearing in Section 1 of the Credit Agreement
is hereby amended to replace the word “Subsidiary” in clause (v) thereof with
the word “Person”.
 
 5.           The
definition of “Consolidated EBITDA” appearing in Section 1 of the Credit
Agreement is hereby amended to delete the period at the end thereof and insert
the following in lieu thereof: “; provided that, for purposes of
Section 10.06 only, pro forma adjustments satisfactory to the Administrative
Agent shall be made for any vessels acquired by or delivered to the Borrower or
any Subsidiary prior to December 31, 2009 as if such vessels were acquired or
delivered on the first day of the relevant Test Period.”
  
  6.           The
definition of “Consolidated Indebtedness” appearing in Section 1 of the Credit
Agreement is hereby amended to add the phrase “the TMS Intercompany
Indebtedness,” after the word “excluding” and before the phrase “the Trico
Marine Cayman Intercompany Loan”.
 
 7.           The
definition of “Guarantors” appearing in Section 1 of the Credit Agreement is
hereby deleted in its entirety and the following definition is inserted in lieu
thereof:
 
 “‘Guarantors’ shall
mean Holdings, Intermediate Holdco, Trico Shipping and each Subsidiaries
Guarantor.”
 
 8.           The
definition of “Guaranty” appearing in Section 1 of the Credit Agreement is
hereby deleted in its entirety and the following definition is inserted in lieu
thereof:
 
 “‘Guaranty’ shall mean
each of the Holdings, Trico Shipping and Intermediate Holdco Guaranty and the
Subsidiaries Guaranty.”
 
 9.           The
Definition of “Holdings and Intermediate Holdco Guaranty” appearing in Section 1
of the Credit Agreement is hereby deleted in its entirety and the following
definition is inserted in lieu thereof:
 
 “‘Holdings, Trico Shipping and
Intermediate Holdco Guaranty’ shall mean the guaranty of Holdings, Trico
Shipping and Intermediate Holdco pursuant to Section 13.”
 
 10.         The
definition of “Parent Credit Agreement” appearing in Section 1 of the Credit
Agreement is hereby amended to delete the words “in effect on the date hereof
without giving effect to any amendments, waivers or modifications” and inserting
the words “amended, supplemented, modified, amended and restated and/or
refinanced in whole or in part from time to time” in lieu thereof.
 
 11.         The
definition of “Security Documents” appearing in Section 1 of the Credit
Agreement is hereby amended to add the phrase “the Factoring Agreement,”
immediately before the words “each Vessel Mortgage” contained
therein.
 
 12.         The
definition of “Subsidiary” appearing in Section 1 of the Credit Agreement is
hereby amended to add the following proviso at the end thereof: “, provided that
DeepOcean and its Subsidiaries shall not be deemed to constitute Subsidiaries of
Holdings until Trico Shipping shall be legally entitled to vote more than 50% of
the equity interests of DeepOcean”.
 
 13.         The
following definitions are hereby added to Section 1 of the Credit Agreement in
their appropriate alphabetical order:
 
 “‘DeepOcean’ shall mean
DeepOcean ASA.”
 
 “‘DeepOcean
Acquisition’ shall mean the proposed acquisition of DeepOcean and its
Subsidiaries.”
 
 “‘Factoring Agreement’
shall have the meaning provided in Section 5.12.”
 
 “‘Investments’ shall
have the meaning provided in Section 10.10.”
 
 “‘Required Insurance’
shall have the meaning provided in Section 6.06(iv).”
  
  “‘TMS Intercompany
Indebtedness’ shall mean the Loan Agreement in the principal amount of
$395,000,000 made between the Parent, as lender, and the Borrower, as borrower,
dated on or around May 15, 2008.”
 
 “‘Trico Shipping Credit
Agreement’ shall mean that certain credit agreement dated May 14, 2008
among Trico Supply AS, Trico Subsea Holding AS, Trico Subsea AS, Trico Shipping
AS, Nordea Bank Finland plc, New York Branch as Administrative Agent, the
lenders from time to time party thereto (as the same may be amended, modified,
extended, renewed, restated, supplemented, restructured and/or refinanced from
time to time).”
 
 14.         Section
5 of the Credit Agreement is hereby amended by (i) renumbering Section 5.12 as
5.13 and (ii) adding the following new Section 5.12 therein:
 
 “5.12     Factoring
Agreement.  On the Initial Borrowing Date, the Borrower shall
have duly authorized, executed and delivered a Factoring Agreement substantially
in the form of Exhibit M (as modified, supplemented or amended from time to
time, the ‘Factoring
Agreement.’”
 
 15.         Section
5.09 of the Credit Agreement is hereby amended by (i) adding the parenthetical
“(other than Trico Shipping)” after the word “Guarantors” in the second line
thereof and (ii) adding the following proviso at the end thereof: “provided,
however, that notwithtstanding the foregoing, Holdings shall not be required to
pledge any equity interests of DeepOcean or Trico Shipping”.
 
 16.         Section
8.18 of the Credit Agreement is hereby amended by deleting the words “Holdings
and its Subsidiaries” in the third line thereof and inserting the words “the
Credit Parties” in lieu thereof.
 
 17.         Section
9.01 of the Credit Agreement is hereby amended by adding new subsection (k) at
the end thereof as follows:
 
 “(k)          DeepOcean Pro Formas.
Prior to the consummation of the mandatory general offering portion of the
DeepOcean Acquisition, the consolidated balance sheet of Holdings and its
Subsidiaries (including DeepOcean and its Subsidiaries) and the related
consolidated statements of income setting forth the pro forma financial
condition and results of operations of Holdings and its Subsidiaries after
giving effect to the DeepOcean  Acquisition.”
 
 18.         Section
9.03 of the Credit Agreement is hereby amended by adding the following sentence
immediately at the end thereof: “In addition to the requirements of the
immediately preceding sentence, the Borrower will at all times cause insurance
of the types described in Schedule XII (capitalized terms used therein shall be
used as defined in the Vessel Mortgages) to (x) be maintained (with the same
scope of coverage as that described in Schedule XII) at levels which are at
least as great as the respective amount described on Schedule XII and (y) comply
with the insurance requirements of the Vessel Mortgages.”
 
 19.         Section
9.13(b) of the Credit Agreement is hereby amended to insert the words “of the
Borrower” after the word “Subsidiary”.
 
 20.         Section
10.01 of the Credit Agreement is hereby amended by adding to the first paragraph
of Section 10.01 the phrase “or the equity interests in DeepOcean” immediately
after (i) the words “with respect to any Collateral” and (ii) “or sell any
Collateral” contained therein.
  
  21.         Section
10.01 of the Credit Agreement is hereby further amended by (A) adding to the
beginning of each of subsection (v) and (vi) therein the phrase “except in the
case of the equity interests of DeepOcean,” and (B) adding new subsection (vii)
as follows: “(vii) in the case of the equity interests of DeepOcean prior to the
later of the completion of the mandatory general offering portion of the
DeepOcean Acquisition and August 1, 2008, Liens securing Indebtedness in a
principal amount not to exceed $50,000,000.”
 
 22.         Section
10.02(v) of the Credit Agreement is hereby amended to insert the word
“Mortgaged” before the word “Vessel” in the third line thereof.
 
 23.         Section
10.04 of the Credit Agreement is hereby amended by (A) adding the following
proviso immediately at the end of subsection (ii) contained therein: “provided that (x)
neither the Parent nor any Subsidiary of the Parent (other than DeepOcean and
any Subsidiary of DeepOcean) shall guarantee or otherwise become obligated in
respect of any Indebtedness of DeepOcean or any Subsidiary of DeepOcean, (y)
neither Holdings nor any Subsidiary of Holdings shall guarantee or otherwise
become obligated in respect of any Indebtedness of the Parent or any Subsidiary
of the Parent (other than Holdings or any Subsidiary of Holdings) and (z)
neither DeepOcean nor any Subsidiary of DeepOcean shall guarantee or otherwise
become obligated in respect of any Indebtedness of the Parent or any Subsidiary
of the Parent (other than DeepOcean or any Subsidiary of DeepOcean);” and (B)
adding the words “of Holdings” immediately after the word “Subsidiary” in the
first line of subsection (ii) thereof.
 
 24.         Section
10.04 of the Credit Agreement is hereby further amended by (A) deleting the word
“and” at the end of subsection (i) and (B) adding the following new subsections
thereto:
 
 “(iii)      Indebtedness
pursuant to the TMS Intercompany Indebtedness, the Trico Marine Cayman
Intercompany Loan and the Trico Supply Intercompany Loan Documentation, provided that the
obligations of Holdings thereunder are subordinated to the Obligations of
Holdings under this Agreement substantially on the terms set forth in Exhibit
N;
 
 (iv)        Indebtedness
and obligations of Holdings, Intermediate Holdco, Trico Shipping, the Borrower
and Subsidiaries of the Borrower under the Trico Shipping Credit Agreement in an
aggregate principal amount not to exceed $200,000,000 at any time outstanding,
provided that
the obligations of the Borrower under the Trico Shipping Credit Agreement are
subordinated to the Borrower’s Obligations under this Agreement substantially on
the terms set forth in Exhibit N;
and
 
 (v)         intercompany
loans or advances from Holdings or any Subsidiary of Holdings to Holdings or any
Subsidiary of Holdings so long as such intercompany loans or advances owed by a
Credit Party are subordinated to the Obligations substantially on the terms set
forth in Exhibit
N.”
 
 25.         Section
10 of the Credit Agreement is hereby further amended by renumbering Section
10.10 as 10.11, Section 10.11 as 10.12 and Section 10.13 as 10.14, and adding
new Section 10.10 as follows:
 
 “10.10   Limitations on
Investments. (a) Holdings will not, and will not permit any of its
Subsidiaries to, directly or indirectly, lend money or credit or make advances
to or purchase or acquire any stock, obligations or securities of, or any other
Equity Interest in, or make any capital contribution to (each of the foregoing
an “Investment”
and, collectively, “Investments”)
DeepOcean or any Subsidiary of DeepOcean except (i) Investments made for the
initial acquisition of shares and any additional acquisition of shares related
to the mandatory general offering portion of the DeepOcean Acquisition and (ii)
after the date on which DeepOcean becomes a wholly-owned Subsidiary of the
Borrower, additional Investments not to exceed $5,000,000 in the
aggregate.
  
  (b)         Holdings
will not and will not permit any of its Subsidiaries to, make any Investments in
the Parent or any Subsidiary of the Parent (other than Subsidiaries of Holdings)
if at the time such Investment is made the Borrower would not be permitted to
pay a Dividend to Holdings pursuant to Section
10.03(ii).”
 
 26.         Section
10.05 of the Credit Agreement is hereby amended to add the phrase “, including
intercompany loans,” between the word “loans” and the word “may” in the first
line of subsection (ii) thereof.
 
 27.         Section
10.11 of the Credit Agreement is hereby amended (A) by adding the phrase “the
Trico Shipping Credit Agreement, the TMS Intercompany Indebtedness,” immediately
after the phrase “the Parent Credit Agreement,” contained in subsection (ii)
therein and (B) adding the phrase “and (vi) Indebtedness of DeepOcean and its
Subsidiaries assumed in connection with the DeepOcean Acquisition and any
refinancings thereof, provided that such restrictions are no more burdensome
than those set forth in the Indebtedness being refinanced.” at the end
thereof.
 
 28.         Section
11.04 of the Credit Agreement is hereby amended by adding the phrase “, the TMS
Intercompany Indebtedness, the Trico Marine Cayman Intercompany Loan, the Trico
Supply Intercompany Loan Documentation and any other intercompany loans”
immediately after the phrase “other than the Obligations,” contained in each of
subsections (i) and (ii) therein.
 
 29.         Section
13 of the Credit Agreement is hereby amended by deleting existing Section 13 in
its entirety and replacing it with the following new Section 13:
 
 “Guaranty.
 
 13.01     Guaranty.  In order
to induce the Administrative Agent and the Lenders to enter into this Agreement
and to extend credit hereunder, and in recognition of the direct benefits to be
received by the Borrower from the proceeds of the Loans, each of Holdings, Trico
Shipping and Intermediate Holdco hereby agrees with the Guaranteed Creditors as
follows:  Each of Holdings, Trico Shipping and Intermediate Holdco
hereby and unconditionally and irrevocably guarantees to the Guaranteed
Creditors, as primary obligor and not merely as surety, the full and prompt
payment when due, whether upon maturity, acceleration or otherwise, of any and
all of the Guaranteed Obligations to the Guaranteed Creditors.  If any
or all of the Guaranteed Obligations becomes due and payable hereunder, each of
Holdings, Trico Shipping and Intermediate Holdco, unconditionally and
irrevocably, promises to pay such indebtedness to the Administrative Agent
and/or the other Guaranteed Creditors, or order, on demand, together with any
and all reasonable documented out-of-pocket expenses which may be incurred by
the Administrative Agent and the other Guaranteed Creditors in collecting any of
the Guaranteed Obligations.  If a claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event, each of Holdings, Trico
Shipping and Intermediate Holdco agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon Holdings, Trico Shipping or
Intermediate Holdco, as the case may be, notwithstanding any revocation of this
Guaranty or other instrument evidencing any liability of the Borrower, and
Holdings, Trico Shipping or Intermediate Holdco, as the case may be, shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.
  
  13.02     Bankruptcy.  Additionally,
each of Holdings, Trico Shipping and Intermediate Holdco unconditionally and
irrevocably guarantees to the Guaranteed Creditors the payment of any and all of
the Guaranteed Obligations whether or not due or payable by the Borrower upon
the occurrence of any of the events specified in Section 11.04, and
unconditionally, irrevocably, jointly and severally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand.
 
 13.03     Nature of
Liability.  The liability of each of Holdings, Trico Shipping
and Intermediate Holdco hereunder is exclusive and independent of any security
for or other guaranty of the Guaranteed Obligations, whether executed by
Holdings, Trico Shipping, Intermediate Holdco, any other guarantor or by any
other party, and the liability of each of Holdings, Trico Shipping and
Intermediate Holdco hereunder shall not be affected or impaired by (a) any
direction as to application of payment by the Borrower or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Guaranteed Obligations, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed
Obligations which any such Guaranteed Creditor repays to the Borrower or any
other Credit Party pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and the Borrower
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding, or (f) any action or inaction of the type
described in Section 14.05.
 
 13.04     Independent
Obligation.  The obligations of each of Holdings, Trico
Shipping and Intermediate Holdco hereunder are several and are independent of
the obligations of any other guarantor, any other party or the Borrower, and a
separate action or actions may be brought and prosecuted against Holdings, Trico
Shipping or Intermediate Holdco whether or not action is brought against any
other guarantor, any other party or the Borrower and whether or not any other
guarantor, any other party or the Borrower be joined in any such action or
actions.  Each of Holdings, Trico Shipping and Intermediate Holdco
waives, to the fullest extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement
thereof.  Any payment by the Borrower or other circumstance which
operates to toll any statute of limitations as to the Borrower shall operate to
toll the statute of limitations as to Holdings, Trico Shipping and Intermediate
Holdco.
 
 13.05     Authorization.  Each
of Holdings, Trico Shipping and Intermediate Holdco authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute or this Agreement and cannot be waived), and without affecting or
impairing its liability hereunder, from time to time to:
 
 (a)
              in
      accordance with the terms and provisions of this Agreement and the other
      Credit Documents, change the manner, place or terms of payment of, and/or
      change or extend the time of payment of, renew, increase, accelerate or
      alter, any of the Guaranteed Obligations (including any increase or
      decrease in the principal amount thereof or the rate of interest or fees
      thereon), any security therefor, or any liability incurred directly or
      indirectly in respect thereof, and this Guaranty made shall apply to such
      Guaranteed Obligations as so changed, extended, renewed or
      altered;
 
 (b)
              take
      and hold security for the payment of the Guaranteed Obligations and sell,
      exchange, release, impair, surrender, realize upon or otherwise deal with
      in any manner and in any order any property by whomsoever at any time
      pledged or mortgaged to secure, or howsoever securing, the Guaranteed
      Obligations or any liabilities (including any of those hereunder) incurred
      directly or indirectly in respect thereof or hereof, and/or any offset
      thereagainst;
  
  (c)
              exercise
      or refrain from exercising any rights against the Borrower, any other
      Credit Party or others or otherwise act or refrain from
      acting;
 
 (d)
              release
      or substitute any one or more endorsers, guarantors, the Borrower, other
      Credit Parties or other obligors;
 
 (e)
              settle
      or compromise any of the Guaranteed Obligations, any security therefor or
      any liability (including any of those hereunder) incurred directly or
      indirectly in respect thereof or hereof, and may subordinate the payment
      of all or any part thereof to the payment of any liability (whether due or
      not) of the Borrower to its creditors other than the Guaranteed
      Creditors;
 
 (f)
              apply
      any sums by whomsoever paid or howsoever realized to any liability or
      liabilities of the Borrower to the Guaranteed Creditors regardless of what
      liability or liabilities of the Borrower remain
  unpaid;
 
 (g)
              consent
      to or waive any breach of, or any act, omission or default under, this
      Agreement or any other Credit Document or any of the instruments or
      agreements referred to herein or therein, or, pursuant to the terms of the
      Credit Documents, otherwise amend, modify or supplement this Agreement or
      any other Credit Document or any of such other instruments or agreements;
      and/or
 
 (h)
              take
      any other action which would, under otherwise applicable principles of
      common law, give rise to a legal or equitable discharge of Holdings or
      Intermediate Holdco from its liabilities under this
    Guaranty.
 
 13.06     Reliance.  It
is not necessary for any Guaranteed Creditor to inquire into the capacity or
powers of each of Holdings, Trico Shipping and Intermediate Holdco or any of
their Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on their behalf, and any Guaranteed Obligations made or
created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.
 
 13.07     Subordination.  Any
indebtedness of the Borrower now or hereafter owing to each of Holdings, Trico
Shipping and Intermediate Holdco is hereby subordinated to the Guaranteed
Obligations of the Borrower owing to the Guaranteed Creditors; and if the
Administrative Agent so requests at a time when an Event of Default exists, all
such indebtedness of the Borrower to each of Holdings, Trico Shipping and
Intermediate Holdco shall be collected, enforced and received by Holdings, Trico
Shipping or Intermediate Holdco, as the case may be, for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of
the Guaranteed Creditors on account of the Guaranteed Obligations, but without
affecting or impairing in any manner the liability of Holdings, Trico Shipping
or Intermediate Holdco under the other provisions of this
Guaranty.  Prior to the transfer by Holdings, Trico Shipping or
Intermediate Holdco of any note or negotiable instrument evidencing any such
indebtedness of the Borrower to Holdings, Trico Shipping or Intermediate Holdco,
Holdings, Trico Shipping or Intermediate Holdco, as the case may be, shall mark
such note or negotiable instrument with a legend that the same is subject to
this subordination.  Without limiting the generality of the foregoing,
each of Holdings, Trico Shipping and Intermediate Holdco hereby agrees with the
Guaranteed Creditors that they will not exercise any right of subrogation which
they may at any time otherwise have as a result of this Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been paid in full in cash.  If and to the
extent required in order for the Guaranteed Obligations of each of Holdings,
Trico Shipping and Intermediate Holdco to be enforceable under applicable
federal, state and other laws relating to the insolvency of debtors, the maximum
liability of Holdings, Trico Shipping or Intermediate Holdco, as the case may
be, hereunder shall be limited to the greatest amount which can lawfully be
guaranteed by Holdings, Trico Shipping or Intermediate Holdco, as the case may
be, under such laws, after giving effect to any rights of contribution,
reimbursement and subrogation arising under this Section 13.07.
  
  13.08     Waiver.  (a)  Each
of Holdings, Trico Shipping and Intermediate Holdco waives any right (except as
shall be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against the Borrower, any other guarantor or
any other party, (ii) proceed against or exhaust any security held from the
Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor’s power whatsoever.  Each of
Holdings, Trico Shipping and Intermediate Holdco waives any defense based on or
arising out of any defense of the Borrower, any other guarantor or any other
party, other than payment in full in cash of the Guaranteed Obligations, based
on or arising out of the disability of the Borrower, any other guarantor or any
other party, or the validity, legality or unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in full in cash of the
Guaranteed Obligations.  The Guaranteed Creditors may, at their
election, foreclose on any security held by the Administrative Agent or any
other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether
or not every aspect of any such sale is commercially reasonable (to the extent
such sale is permitted by applicable law), or exercise any other right or remedy
the Guaranteed Creditors may have against the Borrower, or any other party, or
any security, without affecting or impairing in any way the liability of either
Holdings, Trico Shipping or Intermediate Holdco hereunder except to the extent
the Guaranteed Obligations have been paid in cash.  Each of Holdings,
Trico Shipping and Intermediate Holdco waives any defense arising out of any
such election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of Holdings, Trico Shipping or Intermediate Holdco against the Borrower,
or any other party or any security.
 
 (b)         Each
of Holdings, Trico Shipping and Intermediate Holdco waives all presentments,
demands for performance, protests and notices, including, without limitation,
notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty, and notices of the existence, creation or incurring
of new or additional Guaranteed Obligations.  Each of Holdings, Trico
Shipping and Intermediate Holdco assumes all responsibility for being and
keeping itself informed of the Borrower’s financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which each of
Holdings, Trico Shipping and Intermediate Holdco assumes and incurs hereunder,
and agrees that neither the Administrative Agent nor any of the other Guaranteed
Creditors shall have any duty to advise either Holdings, Trico Shipping or
Intermediate Holdco of information known to them regarding such circumstances or
risks.
 
 13.09     Subordination of Guaranteed
Obligations of Trico Shipping.  The Guaranteed Obligations of
Trico Shipping are subordinated to the Senior Indebtedness (as defined in Annex
B) on the terms and conditions set forth in said Annex, which terms and
conditions are hereby incorporated herein by reference.”
 
 29.         Section
14 of the Credit Agreement is hereby amended to add the following Section 14.23:
“14.23           DeepOcean
Restructuring.  The parties understand that, following the
consummation of the DeepOcean Acquisition, Holdings and its Subsidiaries
contemplate reorganizing DeepOcean and its Subsidiaries to address Norwegian
tonnage tax considerations.  The Lenders agree that in the event that
any aspect of such reorganization shall require the consent of the Lenders under
this Agreement, such Lenders shall not unreasonably withhold their consent to
such aspect of the reorganization which requires the consent of the Lenders
under this Agreement.”
  
  30.         The
Schedules to the Credit Agreement are hereby amended by adding thereto in its
proper numerical order new Schedule XII, entitled “Required Insurance,” attached
hereto as Annex
I.
 
 31.         The
Annexes to the Credit Agreement are hereby amended by adding thereto in its
proper alphabetical order new Annex B, entitled “Trico Shipping Guarantors
Subordination Provisions” attached hereto as Annex
II.
 
 32.         The
Exhibits to the Credit Agreement are hereby amended by adding thereto in their
proper alphabetical order (i) new Exhibit M entitled “Factoring Agreement”
attached hereto as Annex III and (ii)
new Exhibit N entitled “Form of Intercompany Subordination Provisions” attached
hereto as Annex
IV.
 
 33.Schedules I and II to the Credit Agreement
are hereby amended by replacing each reference to “Nordea Bank Norge ASA, Grand
Cayman Branch” with “Nordea Bank Norge ASA, Cayman Islands
Branch.”
 
 II.         
      Miscellaneous
Provisions.
 
 1.           In
order to induce the Lenders to enter into this First Amendment, the Borrower
hereby represents and warrants that (i) no Default or Event of Default exists as
of the First Amendment Effective Date (as defined herein) before giving effect
to this First Amendment, (ii) no Default or Event of Default exists as of the
First Amendment Effective Date (as defined herein) after giving effect to this
First Amendment and (iii) all of the representations and warranties contained in
the Credit Agreement or the other Credit Documents are true and correct in all
material respects on the First Amendment Effective Date both before and after
giving effect to this First Amendment, with the same effect as though such
representations and warranties had been made on and as of the First Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specific date).
 
 2.           The
Credit Agreement is modified only by the express provisions of this First
Amendment and this First Amendment shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any other
Credit Document except as specifically set forth herein.
 
 3.           This
First Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the Borrower and the Administrative
Agent.
 
 4.           THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
 
 5.           This
First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when the Borrower, each other Credit Party and the Required
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile or other
electronic transmission) the same to White & Case LLP, 1155 Avenue of the
Americas, New York, NY 10036; Attention:  May Yip (facsimile number:
212-354-8113 / email: myip@whitecase.com).
  
  6.           From
and after the First Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement, as modified
hereby.
 
 *        *        *
  
  IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this First Amendment as of the date first above
written.
 
 TRICO
      SUPPLY ASBy:Name:Title:TRICO
      SUBSEA HOLDING ASBy:Name:Title:TRICO
      SUBSEA ASBy:Name:Title:TRICO
      SHIPPING ASBy:Name:Title:NORDEA
      BANK FINLAND PLC, NEW YORK BRANCH,Individually
      and as Administrative AgentBy:Name:
      Martin LunderTitle:   Senior
      Vice PresidentBy:Name:
      Martin KahmTitle:   Vice
      President
  
  SIGNATURE
      PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE 25,
      2008, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO SUBSEA AS,
      TRICO SHIPPING
      AS,VARIOUS
      FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS
      ADMINISTRATIVE AGENTNAME
      OF INSTITUTION:NORDEA
      BANK NORGE ASA, CAYMANISLANDSBRANCHBy:Name:
      Martin LunderTitle:   Senior
      Vice PresidentBy:Name:
      Martin KahmTitle:   Vice
      President
  
  SIGNATURE
      PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE 25,
      2008, AMONG TRICO SUPPLY AS, TRICO SUBSEA HOLDING AS, TRICO SUBSEA AS,
      TRICO SHIPPING
      AS,VARIOUS
      FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS
      ADMINISTRATIVE AGENTNAME
      OF INSTITUTION:BAYERISCHE
      HYPO-UND VEREINSBANK AGBy:Name:Title:By:Name:Title:
  
  Annex
I
 to First
Amendment
 
 SCHEDULE
XII
 
 REQUIRED
INSURANCE
 
 (a)          The Shipowner, at
its own expense, or with respect to part (a)(iii) of the Insurance Provisions
the Mortgagee at the expense of the Shipowner, will keep the Vessel insured with
insurers and protection and indemnity clubs or associations of internationally
recognized responsibility, and placed in such markets, on such terms and
conditions, and through brokers, in each case reasonably satisfactory to the
Mortgagee and under forms of policies approved by the Mortgagee against the
risks indicated below and such other risks as the Mortgagee may specify from
time to time:
 
 (i)          Marine
and war risk, including London Blocking and Trapping Addendum and Lost Vessel
Clause, hull and machinery insurance in an amount in U.S. dollars equal to,
except as otherwise approved or required in writing by the Mortgagee, the
greater of (x) the then full commercial value of the Vessel and (y) an amount
which, when aggregated with such insured value of the other Mortgaged Vessels
(if the other Mortgaged Vessels are then subject to a mortgage in favor of the
Mortgagee under the Credit Agreement, and have not suffered an Event of Loss),
is equal to 110% of the then aggregate Total Commitment.
 
 (ii)         Marine
and war risk protection and indemnity insurance or equivalent insurance
(including coverage against liability for passengers, fines and penalties
arising out of the operation of the Vessel, insurance against liability arising
out of pollution, spillage or leakage, and workmen’s compensation or
longshoremen’s and harbor workers’ insurance as shall be required by applicable
law) in such amounts approved by the Mortgagee; provided, however that
insurance against liability under law or international convention arising out of
pollution, spillage or leakage shall be in an amount not less than the greater
of:
 
 (y)        the maximum amount available
of $1,000,000,000, as that amount may from time to time change, from the
International Group of Protection and Indemnity Associations or alternatively
such sources of pollution, spillage or leakage coverage as are commercially
available in any absence of such coverage by the International Group as shall be
carried by prudent shipowners for similar vessels engaged in similar trades plus
amounts available from customary excess insurers of such risks as excess amounts
shall be carried by prudent shipowners for similar vessels engaged in similar
trades; and
 
 (z)         the amounts required by
the laws or regulations of the United States of America or any applicable
jurisdiction in which the Vessel may be trading from time to time.
 
 (iii)        Mortgagee’s
interest insurance (including extended mortgagee interest-additional
perils-pollution) coverage satisfactory to the Mortgagee in an amount which,
when aggregated with such insured value of the other Mortgaged Vessels (if the
other Mortgaged Vessels are then subject to a mortgage in favor of the Mortgagee
under the Credit Agreement, and have not suffered an Event of Loss), is equal to
110% of the then aggregate Total Commitment; all such mortgagee’s interest
insurance cover shall in the Mortgagee’s discretion be obtained directly by the
Mortgagee and the Shipowner shall on demand pay all costs of such
cover.
 
 (iv)        While
the Vessel is idle or laid up, at the option of the Shipowner and in lieu of the
above-mentioned marine and war risk hull insurance, port risk insurance insuring
the Vessel against the usual risks encountered by like vessels under similar
circumstances.
  
  (b)          The marine and
commercial war-risk insurance required by the Insurance Provisions shall have
deductibles and franchises no higher than the following:  (i) Hull and
Machinery - U.S. $115,000 for all hull claims and U.S. $150,000 for all
machinery claims each accident or occurrence and (ii) Protection and Indemnity -
U.S. $50,000 for cargo claims, U.S. $35,000 for crew claims, U.S. $10,000
passenger claims and U.S. $15,000 all other claims, in each case each accident
or occurrence.
 
 All
insurance maintained hereunder shall be primary insurance without right of
contribution against any other insurance maintained by the
Mortgagee.  Each policy of marine and war risk hull and machinery
insurance with respect to the Vessel shall provide that the Mortgagee shall be a
named insured and a loss payee.  Each entry in a marine and war risk
protection indemnity club with respect to the Vessel shall note the interest of
the Mortgagee.  The Mortgagee and its successors and assigns shall not
be responsible for any premiums, club calls, assessments or any other
obligations or for the representations and warranties made therein by the
Shipowner or any other person.
  (c)          The Shipowner will
furnish the Mortgagee from time to time on request, and in any event at least
annually, a detailed report signed by a firm of marine insurance brokers
acceptable to the Mortgagee with respect to P & I entry, the hull and
machinery and war risk insurance carried and maintained on the Vessel, together
with their opinion as to the adequacy thereof and its compliance with the
provisions of this Mortgage.  At the Shipowner’s expense the Shipowner
will cause such insurance broker and the P & I club or association providing
P & I insurance referred to in part (a)(ii) of the Insurance Provisions, to
agree to advise the Mortgagee by telex or telecopier confirmed by letter of any
expiration, termination, alteration or cancellation of any policy, any default
in the payment of any premium and of any other act or omission on the part of
the Shipowner of which it has knowledge and which might invalidate or render
unenforceable, in whole or in part, any insurance on the Vessel, and to provide
an opportunity of paying any such unpaid premium or call, such right being
exercisable by the Mortgagee on a vessel by vessel and not on a fleet
basis.  In addition, the Shipowner shall promptly provide the
Mortgagee with any information which the Mortgagee reasonably requests for the
purpose of obtaining or preparing any report from an independent marine
insurance consultant as to the adequacy of the insurances effected or proposed
to be effected in accordance with this Mortgage as of the date hereof or in
connection with any renewal thereof, and the Shipowner shall upon demand
indemnify the Mortgagee in respect of all reasonable fees and other expenses
incurred by or for the account of the Mortgagee in connection with any such
report;  provided the Mortgagee shall be entitled to such indemnity
only for one such report during any period of twelve months.
 
 The
underwriters or brokers shall furnish the Mortgagee with a letter or letters of
undertaking to the effect that:
 
 (i)           they
will hold the instruments of insurance, and the benefit of the insurances
thereunder, to the order of the Mortgagee in accordance with the terms of the
loss payable clause referred to in the relevant Assignment of Insurances for the
Vessel; and
 
 (ii)          they
will have endorsed on each and every policy as and when the same is issued the
loss payable clause and the notice of assignment referred to in the relevant
Assignment of Insurances for the Vessel; and
 
 (iii)    
    they will not set off against any sum recoverable in
respect of a claim against the Vessel under the said underwriters or brokers or
any other person in respect of any other vessel nor cancel the said insurances
by reason of non-payment of such premiums or other amounts.
  
  All
policies of insurance required hereby shall provide for not less than 14 days
prior written notice to be received by the Mortgagee of the termination or
cancellation of the insurance evidenced thereby.  All policies of
insurance maintained pursuant to these Insurance Provisions for risks covered by
insurance other than that provided by a P & I Club shall contain provisions
waiving underwriters’ rights of subrogation thereunder against any assured named
in such policy and any assignee of said assured.  The Shipowner has
assigned to the Mortgagee its rights under any policies of insurance in respect
of the Vessel.  The Shipowner agrees that, unless the insurances by
their terms provide that they cannot cease (by reason of nonrenewal or
otherwise) without the Mortgagee being informed and having the right to continue
the insurance by paying any premiums not paid by the Shipowner, receipts showing
payment of premiums for required insurance and also of demands from the Vessel’s
P & I underwriters shall be in the hands of the Mortgagee at least two (2)
days before the risk in question commences.
 
 (d)          Unless the
Mortgagee shall otherwise agree, all amounts of whatsoever nature payable under
any insurance must be payable to the Mortgagee for distribution first to itself
and thereafter to the Shipowner or others as their interests may
appear.  Nevertheless, until otherwise required by the Mortgagee by
notice to the underwriters upon the occurrence and continuance of an Event of
Default, (i) amounts payable under any insurance on the Vessel with respect to
protection and indemnity risks may be paid directly to the Shipowner to
reimburse it for any loss, damage or expense incurred by it and covered by such
insurance or to the person to whom any liability covered by such insurance has
been incurred, and (ii) amounts payable under any insurance with respect to the
Vessel involving any damage to the Vessel, may be paid by underwriters directly
for the repair, salvage or other charges involved or, if the Shipowner shall
have first fully repaired the damage or paid all of the salvage or other
charges, may be paid to the Shipowner as reimbursement therefor; provided,
however, that if such amounts (including any franchise or deductible) are in
excess of U.S. $1,000,000, the underwriters shall not make such payment without
first obtaining the written consent thereto of the Mortgagee.
 
 (e)          All amounts paid
to the Mortgagee in respect of any insurance on the Vessel shall be disposed of
as follows (after deduction of the expenses of the Mortgagee in collecting such
amounts):
 
 (i)          any
amount which might have been paid at the time, in accordance with the provisions
of paragraph (d) above, directly to the Shipowner or others shall be paid by the
Mortgagee to, or as directed by, the Shipowner;
 
 (ii)         all
amounts paid to the Mortgagee in respect of an Event of Loss of the Vessel shall
be applied by the Mortgagee to the payment of the Indebtedness hereby secured
pursuant to Section 4.02(a) of the Credit Agreement;
 
 (iii)        all
other amounts paid to the Mortgagee in respect of any insurance on the Vessel
may, in the Mortgagee’s sole discretion, be held and applied to the prepayment
of the Indebtedness hereby secured or to making of needed repairs or other work
on the Vessel, or to the payment of other claims incurred by the Shipowner
relating to the Vessel, or may be paid to the Shipowner or whosoever may be
entitled thereto.
 
 (f)           In the
event that any claim or lien is asserted against the Vessel for loss, damage or
expense which is covered by insurance required hereunder and it is necessary for
the Shipowner to obtain a bond or supply other security to prevent arrest of the
Vessel or to release the Vessel from arrest on account of such claim or lien,
the Mortgagee, on request of the Shipowner, may, in the sole discretion of the
Mortgagee, assign to any person, firm or corporation executing a surety or
guarantee bond or other agreement to save or release the Vessel from such
arrest, all right, title and interest of the Mortgagee in and to said insurance
covering said loss, damage or expense, as collateral security to indemnify
against liability under said bond or other agreement.
  
  (g)          The Shipowner
shall deliver to the Mortgagee copies and, whenever so requested by the
Mortgagee, the originals of all certificates of entry, cover notes, binders,
evidences of insurance and policies and all endorsements and riders amendatory
thereof in respect of insurance maintained under this Mortgage for the purpose
of inspection or safekeeping, or, alternatively, satisfactory letters of
undertaking from the broker holding the same.  The Mortgagee shall be
under no duty or obligation to verify the adequacy or existence of any such
insurance or any such policies, endorsement or riders.
 
 (h)          The Shipowner
agrees that it will not execute or permit or willingly allow to be done any act
by which any insurance may be suspended, impaired or cancelled, and that it will
not permit or allow the Vessel to undertake any voyage or run any risk or
transport any cargo which may not be permitted by the policies in force, without
having previously notified the Mortgagee in writing and insured the Vessel by
additional coverage to extend to such voyages, risks, passengers or
cargoes.
 
 (i)           In case any
underwriter proposes to pay less on any claim than the amount thereof, the
Shipowner shall forthwith inform the Mortgagee, and if an Event of Default has
occurred and is continuing, the Mortgagee shall have the exclusive right to
negotiate and agree to any compromise.
 
 (j)              
The Shipowner will comply with and satisfy all of the provisions of any
applicable law, convention, regulation, proclamation or order concerning
financial responsibility for liabilities imposed on the Shipowner or the Vessel
with respect to pollution by any state or nation or political subdivision
thereof and will maintain all certificates or other evidence of financial
responsibility as may be required by any such law, convention, regulation,
proclamation or order with respect to the trade in which the Vessel is from time
to time engaged and the cargo carried by it except where its failure to comply
with the foregoing could not, individually or in the aggregate, be expected to
have a Material Adverse Effect.
  
  Annex
I
 to First
Amendment
 
 ANNEX B
 
 TricoSubseaGuarantor Subordination
Provisions
 
 Section
1.01.  Subordination of
Guarantee.  The payment of the principal of, and interest on,
and all other amounts owing in respect of, the Guaranteed Obligations owed by
Trico Shipping AS (the “Subordinated
Guarantor”, such principal and interest and all other amounts owed the
“Subordinated
Obligations”) are hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, to the prior payment in full in cash of all Senior
Indebtedness (as defined in Section 1.07 of this Annex
B).  The provisions of this Annex B shall
constitute a continuing offer to all Persons or other entities who, in reliance
upon such provisions, become holders of, or continue to hold, Senior
Indebtedness, and such provisions are made for the benefit of the holders of
Senior Indebtedness, and such holders are hereby made obligees hereunder the
same as if their names were written herein as such, and they and/or each of them
may proceed to enforce such provisions.
 
 Section
1.02.  The
Subordinated Guarantor Not to Make Payments with Respect to Subordinated
Obligations in Certain Circumstances.  (a)  Upon the
maturity of any Senior Indebtedness (including interest thereon or fees or any
other amounts owing in respect thereof), whether at stated maturity, by
acceleration or otherwise, all Obligations (as defined in Section 1.07 of this
Annex B) due
and owing in respect thereof shall first be paid in full in cash before any
payment of any kind or character (whether in cash, property, securities or
otherwise) is made on account of the principal of (including installments
thereof), or interest on, or any other amount otherwise owing in respect of, the
Subordinated Obligations.  The Subordinated Guarantor may not,
directly or indirectly (and no Person or other entity on behalf of the
Subordinated Guarantor may), make any payment of any principal of, and interest
on, or any other amount owing in respect of, the Subordinated Obligations and
may not acquire all or any part of the Subordinated Obligations for cash,
property or securities until all Senior Indebtedness has been paid in full in
cash if any Default or Event of Default (each as defined below) is then in
existence or would result therefrom.  Each holder of the Subordinated
Obligations hereby agrees that, so long as any Default or Event of Default in
respect of any Senior Indebtedness exists, it will not ask, demand, sue for, or
otherwise take, accept or receive, any amounts owing in respect of the
Subordinated Obligations.  As used herein, the terms “Default” and “Event of Default”
shall mean any Default or Event of Default, respectively, under and as defined
in, the relevant documentation governing any Senior Indebtedness and in any
event shall include any payment default with respect to any Senior
Indebtedness.
 
 (b)         In
the event that, notwithstanding the provisions of the preceding subsection (a)
of this Section 1.02, any payment shall be made on account of the principal of,
or interest on, or other amounts otherwise owing in respect of, the Subordinated
Obligations, at a time when  payment is not permitted by the terms of
the Subordinated Obligations or by said subsection (a), such payment shall be
held by the holder of the Subordinated Obligations, in trust for the benefit of,
and shall be paid forthwith over and delivered to, the holders of Senior
Indebtedness or their representative or representatives under the agreements
pursuant to which the Senior Indebtedness may have been issued, as their
respective interests may appear, for application pro rata to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash in accordance with the terms of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness.  Without in any way
modifying the provisions of this Annex B or affecting
the subordination effected hereby if such notice is not given, the Subordinated
Guarantor shall give the holder of the Subordinated Obligations prompt written
notice of any maturity of Senior Indebtedness after which such Senior
Indebtedness remains unsatisfied.
 
 (c)         Until
the indefeasible payment in full of the Senior Indebtedness, and the termination
of all commitments in respect thereof, the holders of the Subordinated
Indebtedness shall not take any actions to enforce the Subordinated Obligations
against the Subordinated Guarantor including instituting legal or bankruptcy or
insolvency proceedings against the Subordinated Guarantor in respect
thereof.
  
  Section
1.03.  Subordinated Obligations
Subordinated to Prior Payment of All Senior Indebtedness on Dissolution,
Liquidation or Reorganization of any of the Subordinated
Guarantor.  Upon any distribution of assets of any of the
Subordinated Guarantor upon any dissolution, winding up, liquidation or
reorganization of any of the Subordinated Guarantor (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise):
 
 (a)         the
holders of all Senior Indebtedness shall first be entitled to receive payment in
full in cash of all Senior Indebtedness (including, without limitation,
post-petition interest at the rate provided in the documentation with respect to
the Senior Indebtedness, whether or not such post-petition interest is an
allowed claim against the debtor in any bankruptcy or similar proceeding) before
the holder of the Subordinated Obligations is entitled to receive any payment of
any kind or character on account of the principal of or interest on or any other
amount owing in respect of the Subordinated Obligations;
 
 (b)         any
payment or distribution of assets of any of the Subordinated Guarantor of any
kind or character, whether in cash, property or securities, to which the holder
of the Subordinated Obligations would be entitled except for the provisions of
this Annex B,
shall be paid by the liquidating trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness or their representative or representatives under the agreements
pursuant to which the Senior Indebtedness may have been issued, to the extent
necessary to make payment in full in cash of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness; and
 
 (c)         in
the event that, notwithstanding the foregoing provisions of this Section 1.03,
any payment or distribution of assets of any of the Subordinated Guarantor of
any kind or character, whether in cash, property or securities, shall be
received by the holder of the Subordinated Obligations on account of principal
of, or interest or other amounts due on, the Subordinated Obligations before all
Senior Indebtedness is paid in full in cash, such payment or distribution shall
be received and held in trust for and shall forthwith be paid over to the
holders of the Senior Indebtedness remaining unpaid or their representative or
representatives under the agreements pursuant to which the Senior Indebtedness
may have been issued, for application to the payment of such Senior Indebtedness
until all such Senior Indebtedness shall have been paid in full in cash, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.
 
 If
the holder of the Subordinated Obligations does not file a proper claim or proof
of debt in the form required in any proceeding or other action referred to in
the introduction paragraph of this Section 1.03 prior to 30 days before the
expiration of the time to file such  claim or claims, then any of the
holders of the Senior Indebtedness or their representative is hereby authorized
to file an appropriate claim for and on behalf of the holder of the Subordinated
Obligations.
 
 Without
in any way modifying the provisions of this Annex B or affecting
the subordination effected hereby if such notice is not given, the Subordinated
Guarantor shall give prompt written notice to the holder of the Subordinated
Obligations of any dissolution, winding up, liquidation or reorganization of any
of the Subordinated Guarantor (whether in bankruptcy, insolvency or receivership
proceedings or upon assignment for the benefit of creditors or
otherwise).
  
  Section
1.04.  Subrogation.  Subject
to the prior payment in full in cash of all Senior Indebtedness, the holder of
the Subordinated Obligations shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of assets of any of the
Subordinated Guarantor applicable to the Senior Indebtedness until all amounts
owing on the Subordinated Obligations shall be paid in full, and for the purpose
of such subrogation no payments or distributions to the holders of the Senior
Indebtedness by or on behalf of the Subordinated Guarantor or by or on behalf of
the holder of the Subordinated Obligations by virtue of this Annex B which
otherwise would have been made to the holder of the Subordinated Obligations
shall, as between the Subordinated Guarantor, their respective creditors other
than the holders of Senior Indebtedness, and the holder of the Subordinated
Obligations, be deemed to be payment by the Subordinated Guarantor to or on
account of the Senior Indebtedness, it being understood that the provisions of
this Annex B
are and are intended solely for the purpose of defining the relative rights of
the holder of the Subordinated Obligations, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.
 
 Section
1.05.  Obligation of the
Subordinated Guarantor Unconditional.  Nothing contained in
this Annex B or
in the Subordinated Obligations is intended to or shall impair, as between the
Subordinated Guarantor and the holders of the Subordinated Obligations, the
obligation of the Subordinated Guarantor, which is absolute and unconditional,
to pay to the holders of the Subordinated Obligations the principal of and
interest on the Subordinated Obligations as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the holders of the Subordinated Obligations and creditors
of the Subordinated Guarantor, other than the holders of the Senior
Indebtedness, nor shall anything herein or therein, except as expressly provided
herein, prevent the holders of the Subordinated Obligations from exercising all
remedies otherwise permitted by applicable law, subject to the rights, if any,
under this Annex
B of the holders of Senior Indebtedness in respect of cash, property, or
securities of the Subordinated Guarantor received upon the exercise of any such
remedy.  Upon any distribution of assets of the Subordinated Guarantor
referred to in this Annex B, the holder
of the Subordinated Obligations shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the liquidating trustee or agent or other Person making any
distribution to the holder of the Subordinated Obligations, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Subordinated
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Annex B.
 
 Section
1.06.  Subordination Rights Not
Impaired by Acts or Omissions of the Subordinated Guarantor or Holders of Senior
Indebtedness.  No right of any present or future holders of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Subordinated Guarantor or by any act or failure to act by any such
holder, or by any noncompliance by the Subordinated Guarantor with the terms and
provisions of the Subordinated Obligations, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with.  The
holders of the Senior Indebtedness may, without in any way affecting the
obligations of the holder of the Subordinated Obligations with respect thereto,
at any time or from time to time and in their absolute discretion, change the
manner, place or terms of payment of, change or extend the time of payment of,
or renew or alter, any Senior Indebtedness, or amend, modify or supplement any
agreement or instrument governing or evidencing such Senior Indebtedness or any
other document referred to therein, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness including, without
limitation, the waiver of default thereunder and the release of any collateral
securing such Senior Indebtedness, all without notice to or assent from the
holder of the Subordinated Obligations.
  
  Section
1.07.  Definitions.  As
used in this Annex, the terms set forth below shall have the respective meanings
provided below:
 
 “Credit Documents”
shall have the meaning provided in the Credit Agreement.
 
 “Trico Shipping Credit
Agreement” shall mean the Trico Shipping Credit Agreement, dated as of
May 14,2008, among
Trico Supply Holding AS, Trico Supply AS, Trico Subsea AS and Trico Shipping AS,
Nordea Bank Finland plc, New York Branch as Administrative Agent, the lenders
from time to time party thereto, as the same may be amended, modified, extended,
renewed, restated, supplemented, restructured and/or refinanced from time to
time, and including any agreement extending the maturity of, refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder that are Subsidiaries of the borrower or any increase in
the amount borrowed) all or any portion of, the indebtedness under such
agreement or any successor agreements.
 
 “Credit Party” shall
have the meaning provided in the Trico Shipping Credit Agreement.
 
 “Interest Rate Protection
Agreement” shall have the meaning provided in the Trico Shipping Credit
Agreement.
 
 “Obligations” shall
mean any principal, interest, premium, penalties, fees, indemnities and other
liabilities and obligations (including any guaranty of the foregoing) payable
under the documentation governing any indebtedness (including, without
limitation, all interest after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the governing
documentation, whether or not such interest is an allowed claim in such
proceeding).
 
 “Other Creditors”
shall have the meaning provided in certain of the Trico Shipping Credit
Agreement.
 
 “Other Hedging
Agreements” shall have the meaning provided in the Trico Shipping Credit
Agreement.
 
 “Required Lenders”
shall have the meaning provided in the Trico Shipping Credit
Agreement.
 
 “Senior Indebtedness”
shall mean all Obligations of (i) Trico Shipping AS and/or any other Credit
Party under the Trico Shipping Credit Agreement and the other Credit Documents
and any renewal, extension, restatement, refinancing or refunding thereof and
(ii) Trico Shipping AS and/or any other Credit Party in respect of all Interest
Rate Protection Agreements and Other Hedging Agreements with Other
Creditors.
 
 “Subordinated
Guarantor” shall have the meaning provided in Section
1.01.
 
 “Subordinated
Obligations” shall have the meaning provided in Section
1.01.
 
 “Subsidiaries” shall
have the meaning provided in the Credit Agreement.
 
 Section
1.08.  Miscellaneous.  If,
at any time, all or part of any payment with respect to Senior Indebtedness
theretofore made by any of the Subordinated Guarantor or any other Person or
entity is rescinded or must otherwise be returned by the holders of Senior
Indebtedness for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of any of the Subordinated Guarantor or
such other Person or entity), the subordination provisions set forth herein
shall continue to be effective or be reinstated, as the case may be, all as
though such payment had not been made.
  
  Annex
III
 to First
Amendment
 
 EXHIBIT
M
 
 [FACTORING
AGREEMENT]
  
  Annex
IV
 to First
Amendment
 
 EXHIBIT
N
 
 Form of
Intercompany Subordination Provisions
 
 Section
1.01.  Subordination of
Liabilities.  [PAYOR] (the “Payor”), for itself,
its successors and assigns, covenants and agrees, and each holder of the
promissory note to which this Annex A is attached (the “Note”) by its
acceptance thereof likewise covenants and agrees, that the payment of the
principal of, and interest on, and all other amounts owing in respect of, the
Note is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, to the prior payment in full in cash of all Senior
Indebtedness (as defined in Section 1.07 of this Annex A).  The
provisions of this Annex A shall constitute a continuing offer to all Persons or
other entities who, in reliance upon such provisions, become holders of, or
continue to hold, Senior Indebtedness, and such provisions are made for the
benefit of the holders of Senior Indebtedness, and such holders are hereby made
obligees hereunder the same as if their names were written herein as such, and
they and/or each of them may proceed to enforce such provisions.
 
 Section
1.02.  The
Payor Not to Make Payments with Respect to Note in Certain
Circumstances.  (a)  Upon the maturity of any Senior
Indebtedness (including interest thereon or fees or any other amounts owing in
respect thereof), whether at stated maturity, by acceleration or otherwise, all
Obligations (as defined in Section 1.07 of this Annex A) due and owing in
respect thereof shall first be paid in full in cash before any payment of any
kind or character (whether in cash, property, securities or otherwise) is made
on account of the principal of (including installments thereof), or interest on,
or any other amount otherwise owing in respect of, the Note.  The
Payor may not, directly or indirectly (and no Person or other entity on behalf
of the Payor may), make any payment of any principal of, and interest on, or any
other amount owing in respect of, the Note and may not acquire all or any part
of the Note for cash, property or securities until all Senior Indebtedness has
been paid in full in cash if any Default or Event of Default (each as defined
below) is then in existence or would result therefrom.  Each holder of
the Note hereby agrees that, so long as any Default or Event of Default in
respect of any Senior Indebtedness exists, it will not ask, demand, sue for, or
otherwise take, accept or receive, any amounts owing in respect of the
Note.  As used herein, the terms “Default” and “Event of Default”
shall mean any Default or Event of Default, respectively, under and as defined
in, the relevant documentation governing any Senior Indebtedness and in any
event shall include any payment default with respect to any Senior
Indebtedness.
 
 (b)         In
the event that, notwithstanding the provisions of the preceding subsection (a)
of this Section 1.02, any payment shall be made on account of the principal of,
or interest on, or other amounts otherwise owing in respect of, the Note, at a
time when  payment is not permitted by the terms of the Note or by
said subsection (a), such payment shall be held by the holder of the Note, in
trust for the benefit of, and shall be paid forthwith over and delivered to, the
holders of Senior Indebtedness or their representative or representatives under
the agreements pursuant to which the Senior Indebtedness may have been issued,
as their respective interests may appear, for application pro rata to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in cash in accordance with the terms of such
Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.  Without in
any way modifying the provisions of this Annex A or affecting the subordination
effected hereby if such notice is not given, the Payor shall give the holder of
the Note prompt written notice of any maturity of Senior Indebtedness after
which such Senior Indebtedness remains unsatisfied.
 
 Section
1.03.  Note
Subordinated to Prior Payment of All Senior Indebtedness on Dissolution,
Liquidation or Reorganization of the Payor.  Upon any
distribution of assets of the Payor upon any dissolution, winding up,
liquidation or reorganization of the Payor (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise):
  
  (a)         the
holders of all Senior Indebtedness shall first be entitled to receive payment in
full in cash of all Senior Indebtedness (including, without limitation,
post-petition interest at the rate provided in the documentation with respect to
the Senior Indebtedness, whether or not such post-petition interest is an
allowed claim against the debtor in any bankruptcy or similar proceeding) before
the holder of the Note is entitled to receive any payment of any kind or
character on account of the principal of or interest on or any other amount
owing in respect of the Note;
 
 (b)    
    any payment or distribution of assets of the Payor of
any kind or character, whether in cash, property or securities, to which the
holder of the Note would be entitled except for the provisions of this Annex A,
shall be paid by the liquidating trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness or their representative or representatives under the agreements
pursuant to which the Senior Indebtedness may have been issued, to the extent
necessary to make payment in full in cash of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness; and
 
 (c)         in
the event that, notwithstanding the foregoing provisions of this Section 1.03,
any payment or distribution of assets of the Payor of any kind or character,
whether in cash, property or securities, shall be received by the holder of the
Note on account of principal of, or interest or other amounts due on, the Note
before all Senior Indebtedness is paid in full in cash, such payment or
distribution shall be received and held in trust for and shall forthwith be paid
over to the holders of the Senior Indebtedness remaining unpaid or their
representative or representatives under the agreements pursuant to which the
Senior Indebtedness may have been issued, for application to the payment of such
Senior Indebtedness until all such Senior Indebtedness shall have been paid in
full in cash, after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness.
 
 If the
holder of the Note does not file a proper claim or proof of debt in the form
required in any proceeding or other action referred to in the introduction
paragraph of this Section 1.03 prior to 30 days before the expiration of the
time to file such  claim or claims, then any of the holders of the
Senior Indebtedness or their representative is hereby authorized to file an
appropriate claim for and on behalf of the holder of the Note.
 
 Without
in any way modifying the provisions of this Annex A or affecting the
subordination effected hereby if such notice is not given, the Payor shall give
prompt written notice to the holder of the Note of any dissolution, winding up,
liquidation or reorganization of the Payor (whether in bankruptcy, insolvency or
receivership proceedings or upon assignment for the benefit of creditors or
otherwise).
 
 Section
1.04.  Subrogation.  Subject
to the prior payment in full in cash of all Senior Indebtedness, the holder of
the Note shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of assets of the Payor applicable to the
Senior Indebtedness until all amounts owing on the Note shall be paid in full,
and for the purpose of such subrogation no payments or distributions to the
holders of the Senior Indebtedness by or on behalf of the Payor or by or on
behalf of the holder of the Note by virtue of this Annex A which otherwise would
have been made to the holder of the Note shall, as between the Payor, its
creditors other than the holders of Senior Indebtedness, and the holder of the
Note, be deemed to be payment by the Payor to or on account of the Senior
Indebtedness, it being understood that the provisions of this Annex A are and
are intended solely for the purpose of defining the relative rights of the
holder of the Note, on the one hand, and the holders of the Senior Indebtedness,
on the other hand.
  
  Section
1.05.  Obligation of the Payor
Unconditional.  Nothing contained in this Annex A or in the
Note is intended to or shall impair, as between the Payor and the holder of the
Note, the obligation of the Payor, which is absolute and unconditional, to pay
to the holder of the Note the principal of and interest on the Note as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holder of the Note and
creditors of the Payor, other than the holders of the Senior Indebtedness, nor
shall anything herein or therein, except as expressly provided herein, prevent
the holder of the Note from exercising all remedies otherwise permitted by
applicable law, subject to the rights, if any, under this Annex A of the holders
of Senior Indebtedness in respect of cash, property, or securities of the Payor
received upon the exercise of any such remedy.  Upon any distribution
of assets of the Payor referred to in this Annex A, the holder of the Note shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the holder of the
Note, for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Payor, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Annex
A.
 
 Section
1.06.  Subordination Rights Not
Impaired by Acts or Omissions of the Payor or Holders of Senior
Indebtedness.  No right of any present or future holders of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Payor or by any act or failure to act by any such holder, or by any
noncompliance by the Payor with the terms and provisions of the Note, regardless
of any knowledge thereof which any such holder may have or be otherwise charged
with.  The holders of the Senior Indebtedness may, without in any way
affecting the obligations of the holder of the Note with respect thereto, at any
time or from time to time and in their absolute discretion, change the manner,
place or terms of payment of, change or extend the time of payment of, or renew
or alter, any Senior Indebtedness, or amend, modify or supplement any agreement
or instrument governing or evidencing such Senior Indebtedness or any other
document referred to therein, or exercise or refrain from exercising any other
of their rights under the Senior Indebtedness including, without limitation, the
waiver of default thereunder and the release of any collateral securing such
Senior Indebtedness, all without notice to or assent from the holder of the
Note.
 
 Section
1.07.  Definitions.  As
used in this Annex, the terms set forth below shall have the respective meanings
provided below:
 
 “Credit Agreement”
shall mean the Credit Agreement, dated as of May 14,2008, among Trico Supply AS,
Trico Supply Holding AS, Trico Subsea AS, Trico Shipping AS, Nordea Bank Finland
plc, New York Branch as Administrative Agent, the lenders from time to time
party thereto, as the same may be amended, modified, extended, renewed,
restated, supplemented, restructured and/or refinanced from time to time, and
including any agreement extending the maturity of, refinancing or restructuring
(including, but not limited to, the inclusion of additional borrowers thereunder
that are Subsidiaries of the Borrower or any increase in the amount borrowed)
all or any portion of, the indebtedness under such agreement or any successor
agreements.
 
 “Credit Documents”
shall have the meaning provided in the Credit Agreement.
  
  “Credit Party” shall
have the meaning provided in the Credit Agreement.
 
 “Interest Rate Protection
Agreement” shall have the meaning provided in the Credit
Agreement.
 
 “Obligation” shall
mean any principal, interest, premium, penalties, fees, indemnities and other
liabilities and obligations (including any guaranty of the foregoing) payable
under the documentation governing any indebtedness (including, without
limitation, all interest after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the governing
documentation, whether or not such interest is an allowed claim in such
proceeding).
 
 “Other Creditors”
shall have the meaning provided in certain of the Credit Documents.
 
 “Other Hedging
Agreements” shall have the meaning provided in the Credit
Agreement.
 
 “Required Lenders”
shall have the meaning provided in the Credit Agreement.
 
 “Senior Indebtedness”
shall mean all Obligations of (i) the Borrower and/or any other Credit Party
under the Credit Agreement and the other Credit Documents and any renewal,
extension, restatement, refinancing or refunding thereof and (ii) the Borrower
and/or any other Credit Party in respect of all Interest Rate Protection
Agreements and Other Hedging Agreements.
 
 “Subsidiaries” shall
have the meaning provided in the Credit Agreement.
 
 Section
1.08.  Miscellaneous.  If,
at any time, all or part of any payment with respect to Senior Indebtedness
theretofore made by the Payor or any other Person or entity is rescinded or must
otherwise be returned by the holders of Senior Indebtedness for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Payor or such other Person or entity), the subordination
provisions set forth herein shall continue to be effective or be reinstated, as
the case may be, all as though such payment had not been made.