Exhibit 10.2

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AGREEMENT

            THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AGREEMENT (hereinafter called this ***"Amendment"**) is*entered into effective as of September 30, 2002 (the ***"Effective Date"**),*among (a) TRICO MARINE OPERATORS, *INC. (**"Marine Operator"**),*a Louisianacorporation, TRICO MARINE ASSETS, INC. *(**"Marine Assets"**,*a Delawarecorporation (each of Marine Operators and Marine Assets a ***"Borrower"***and,collectively ***"Borrowers"**,*(b) TRICO MARINE SERVICES, INC. *(**"Parent"**),*a Delaware corporation, (c) the financial institutions listed on ***Schedule*1.1**of the Agreement (hereinafter described) and such other financialinstitutions as may become parties to the Agreement from time to time(individually a ***"Bank"***and collectively the ***"Banks"**,*(d) WELLSFARGO BANK, N.A., as issuing bank *("Issuing Bank"),*and (e) WELLS FARGOBANK TEXAS, N.A. (successor by consolidation to Wells Fargo Bank (Texas),National Association), as administrative agent for itself, the Issuing Bank andsuch financial institutions *(**"Administrative Agent"**).*
WITNESSETH:

            WHEREAS, the Borrowers, the Parent, the Banks, the IssuingBank, and the Administrative Agent entered into a Third Amended and RestatedRevolving Credit Agreement dated as of July 19, 1999 (hereinafter called the ***"Restated Agreement"**),*whereby, upon the terms and conditions thereinstated, the Banks and the Issuing Bank agreed to make available to the Borrowersa credit facility upon the terms and conditions set forth in the Agreement; and

            WHEREAS, the Borrowers, the Parent, the Banks, the IssuingBank, and the Administrative Agent entered into (i) a First Amendment to ThirdAmended and Restated Revolving Credit Agreement dated as of September 30, 1999(the ***"First Amendment"**), (ii)*a Second Amendment to Third Amended andRestated Revolving Credit Agreement dated as of December 31, 1999 (the ***"Second Amendment"**),*(iii) a Third Amendment to Third Amended and RestatedRevolving Credit Agreement dated as of March 31, 2000 (the ***"ThirdAmendment"**), (iv)*a Fourth Amendment to Third Amended and Restated RevolvingCredit Agreement dated as of August 11, 2000 (the ***"Fourth Amendment"**), (v)*a Fifth Amendment to Third Amended and Restated Revolving Credit Agreementdated as of July 31, 2001 (the ***"Fifth Amendment"**),*and (vi) a SixthAmendment to Third Amended and Restated Revolving Credit Agreement dated as ofMay 17, 2002 (the ***"Sixth Amendment"**);*and

            WHEREAS, the Restated Agreement, as amended by the FirstAmendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment,and Sixth Amendment is hereinafter called the ***"Agreement"**;*and

          WHEREAS, Parent and Borrowers have requested that the Banks,the Issuing Bank and the Administrative Agent agree to certain amendments to theAgreement;

            NOW, THEREFORE, for and in consideration of the mutualcovenants and agreements herein contained, the parties to this Amendment herebyagree as follows:

            SECTION 1.     Terms Defined in Agreement. As used inthis Amendment, except as may otherwise be provided herein, all capitalizedterms which are defined in the Agreement shall have the

same meaning herein as therein, all of such terms and their definitions beingincorporated herein by reference.

            SECTION 2.     Amendments to Agreement. The Agreement hereby is    amended as follows:

            (a)    ***    Section*****1.1** of the Agreement hereby is amended by addingthe following definitions thereto in the correct alphabetical order:

"Cash Collateralize. To pledge and deposit        with or deliver to the Administrative Agent, for the benefit of the        Issuing Bank and the Lenders, as collateral for outstanding Letters of        Credit, cash or deposit account balances pursuant to documentation in        form and substance satisfactory to the Administrative Agent and the        Issuing Bank (which documents are hereby consented to by the Lenders).        The Borrowers hereby grant to the Administrative Agent, for the benefit        of the Issuing Bank and the Lenders, a security interest in all such        cash, deposit accounts and all balances therein and all proceeds of the        foregoing. Cash collateral shall be maintained in blocked, interest        bearing deposit accounts at Wells Fargo."

"GECC Operating Lease Financing. The operating        lease financing between Marine Operators and General Electric Capital        Corporation (**"GECC"**),****pursuant to which GECC would take an        assignment of Marine Assets's purchase order for the purchase of three        (3) newly constructed 156' crew/supply Vessels with a purchase price of        approximately $11,400,000 and GECC would subsequently lease such Vessels        to Marine Operators."
*            (b)       **Section 1.1**of the Agreement hereby is amended by deleting thedefinitions of "Excluded Capital Expenditures", "Maintenance CapitalExpenditures", "Obligations", and "Operating****Cash Flow" therefrom andsubstituting the following definitions of "Excluded Capital Expenditures","Maintenance Capital Expenditures", "Obligations", and "Operating Cash Flow" inlieu thereof

"Excluded Capital Expenditures. For any fiscal        year of the Parent, collectively, (i) any Capital Expenditure of the        Parent or any of its Subsidiaries not to exceed $50,000,000 during any        fiscal year of the Parent, where not less than one hundred (100%) of the        consideration paid or payable by the Parent and its Subsidiaries in        connection therewith is funded with the Proceeds of a Permitted Equity        Issuance, (ii) Capital Expenditures associated with the UT 745 Northern        Canyon and the UT 745 Northern Wave, and (iii) Capital Expenditures        associated with the three (3) newly constructed 156' crew/supply Vessels        that are or will be the subject of the GECC Operating Lease Financing."

"Maintenance Capital Expenditures. Capital        Expenditures incurred in connection with the maintenance, repair, or        dry-docking of, and inspection costs relating to, Vessels which are        owned by the Borrowers; provided, that Capital Expenditures incurred in        connection with the dry-docking of Vessels shall not exceed $12,000,000        in the aggregate calculated on any date for the period of four (4)        consecutive fiscal quarters of the Parent ending on such date."

"Obligations. All indebtedness, obligations        and liabilities of any of the Parent, the Borrowers or the Guarantors to        any of the Banks, the Issuing Bank and the Administrative Agent,        individually or collectively, existing on the date of this Agreement or        arising thereafter, direct or indirect, joint or several, absolute or        contingent, matured or unmatured, liquidated or unliquidated, secured or        unsecured, arising by contract, operation of law or otherwise, arising        or incurred under this Agreement or the other Loan Documents or in        respect of any of the Loans made or Reimbursement Obligations incurred        or any other instruments at any time evidencing any thereof; provided        that, all references to *"Obligations"*****in the Security        Documents shall, in addition to the foregoing, also include all present        and future indebtedness, liabilities, and obligations (and all renewals        and extensions thereof or any part thereof) now or hereafter owed to any        Bank or any Affiliate of any Bank arising from, by virtue of, or        pursuant to any Derivative Contract entered into by any of the Parent,        the Borrowers or the Parent's Subsidiaries."

"Operating Cash Flow. With respect to any Person        and any particular fiscal period, an amount equal to (a) such Person's        Net Income for such period, plus (b) all interest expense for such        period, plus (c) all income tax expense for such period, plus (d) all        depreciation and amortization charges for such period, less (e) without        duplication, the aggregate amount of cash taxes paid by such Person with        respect to such period."

            (c)       ***Section 3.1.1***of the Agreement is hereby deleted and thefollowing ***Section 3.1.1** is*substituted in lieu thereof:

"SECTION 3.1.1. COMMITMENT TO ISSUE LETTERS OF        CREDIT. Subject to the terms and conditions hereof and the execution        and delivery by the Borrowers of a letter of credit application on the        Issuing Bank's customary form (a "Letter of Credit Application") the        Issuing Bank in reliance upon the agreement of the Banks set forth in         Section 3.1.4 and upon the representations and warranties of the        Borrowers contained herein, agrees to issue, extend and renew for the        account of the Borrowers from time to time from the Closing Date to the        date which is fourteen (14) Business Days prior to the Maturity Date one        or more standby letters of credit (each, individually, a "Letter of        Credit"); provided, that, if requested by the Borrowers at least        ten (10) days prior to the Maturity Date, the Issuing Bank shall issue,        in connection with the GECC Operating Lease Financing, up to three (3)        Letters of Credit, with final expiry dates not more than twelve (12)        months beyond the Maturity Date, in an aggregate amount not greater than        $2,000,000; provided, that, ten (10) days prior to the Maturity        Date, the Borrowers shall Cash Collateralize such Letters of Credit in        an amount not less than 105% of the Maximum Drawing Amount of such        Letters of Credit plus any additional amounts owing under such        Letters of Credit or provide to the

Administrative Agent, on behalf of the Issuing Bank        and the Lenders, a back-up letter of credit, on terms and from an issuer        satisfactory to the Administrative Agent and the Issuing Bank, in an        amount not less than 105% of the Maximum Drawing Amount of such Letters        of. Credit Rims any additional amounts owing under such Letters        of Credit. Each Letter of Credit shall be in such form as may be        requested from time to time by the Borrowers and agreed to by the        Issuing Bank; provided, that, after giving effect to such        request, (a) the sum of the aggregate Maximum Drawing Amount and all        Unpaid Reimbursement Obligations shall not exceed Twenty Million Dollars        ($20,000,000) at any one time, (b) the sum of (i) the Maximum Drawing        Amount, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount        of all Loans Outstanding shall not exceed the Total Commitment or, if        less the amount to which the Borrowers' secured Obligations are limited        as set forth in the proviso contained in Section 6 hereof and (c)        the Borrowers are in compliance with the covenant contained in         Section 10.4 hereof."

            (d)    ***Section 3.1.3***of the Agreement is hereby deleted and the following***Section 3.1.3** is*substituted in lieu thereof:

"SECTION 3.1.3. TERMS OF LETTERS OF CREDIT.        Each Letter of Credit issued, extended or renewed hereunder shall, among        other things, (a) provide for the payment of sight drafts for honor        thereunder when presented in accordance with the terms thereof and when        accompanied by the documents described therein, (b) have an original        expiry date no later than the date which is three hundred sixty-five        (365) days from the date of issuance and (c) have a final expiry date no        later than the date which is twelve (12) months beyond the Maturity        Date. Each Letter of Credit so issued, extended or renewed shall be        subject to the Uniform Customs."

            (e)        The Agreement is hereby amended further by deleting***Section 10.1***therefrom and substituting the following ***Section 10.1***in lieu thereof:

"SECTION 10.1. DEBT SERVICE COVERAGE RATIO.        The Parent and the Borrowers will not permit the Debt Service Coverage        Ratio, determined at the end of each fiscal quarter of the Parent ending        during a period ending on the date set forth in the table below, to be        less than the ratio set forth opposite such period in such table:
**Period Ending **Minimum Ratio
9/30/02 and thereafter 
1.00:1.00
            (f)       ***Section 10.2*** of the Credit Agreement is hereby deleted and the following***Section 10.2*** is substituted in lieu thereof:

"SECTION 10.2. LEVERAGE RATIO. The Parent and the Borrowers        will not permit the Leverage Ratio, determined as of the end of each        fiscal quarter of the Parent ending during a period set forth in the        table below, to be greater than the ratio set forth opposite each period        in such table:
**Period Ending **Maximum Ratio
9/30/02
9.00:1.00
12/31/02 and thereafter
11.50:1.00
            (g)       ***Section 10***of the Credit Agreement is hereby amended by deleting***Section 10.3***therefrom and substituting the following ***Section10.3***thereto:

"SECTION 10.3 TANGIBLE NET WORTH. The Parent        and the Borrowers on a consolidated basis will maintain at all times a        consolidated Tangible Net Worth of not less than 85% of consolidated        Tangible Net Worth at June 30, 2002 plus (i) 50% of cumulative net        income (if positive) after June 30, 2002, plus (ii) 100% of any net        proceeds of equity issued. For purposes of making the calculations set        forth in the preceding sentence, Tangible Net Worth shall be determined        excluding (i) the effect of cumulative foreign currency translation        adjustment calculated in accordance with GAAP and set forth in the        stockholders' equity section of the Parent and Borrowers' financial        statements, and (ii) up to $18;000,000 in write-downs of deferred        dry-docking costs."

            (h)       ***Section 10*** of the Credit Agreement is hereby amended by deleting***Section 10.5*** therefrom and substituting the following ***Section 10.5*** thereto:

"SECTION 10.5 CAPITAL EXPENDITURES. The Parent        will not, and will not permit any of its Subsidiaries to, make Capital        Expenditures, other than Excluded Capital Expenditures and Maintenance        Capital Expenditures, in an aggregate amount in excess of $10,000,000        from June 30, 2002 through the Maturity Date."

            (i)       ***Section 10*** of the Credit Agreement is hereby amended by deleting***Section 10. 6*** therefrom and substituting the following ***Section 10.6*** thereto:

"SECTION 10.6. SENIOR SECURED LEVERAGE RATIO.        Parent and the Borrowers will not permit the Senior Secured Leverage        Ratio, determined as of the end of each fiscal quarter of the Parent        ending during a period set forth in the table below, to be greater than        the ratio set forth opposite each period in such table:
**Period Ending **Maximum Ratio
9/30/02 
3.50:1.00
12/31/02 and thereafter
4.00:1.00
*            (j)*        ***Section 13.4(b)***of the Credit Agreement is hereby deletedtherefrom and the following****Section 13.4(b)****is**substituted in lieu thereof:

"(b)     Second, to all other Obligations in such        order or preference as the Majority Banks may determine; provided, that        (i) distributions in respect of**such Obligations shall be made        pari passu among Obligations with respect to the Administrative Agent's        fee payable pursuant to the Fee Letter and all other Obligations, (ii)        Obligations owing to the Banks and the Issuing Bank with respect to each        type of**Obligation such as interest, principal, fees and expenses        shall be made among the Banks, pro rata, (iii) the Administrative Agent        may in its discretion make proper allowance to take into account any        Obligations not then due and payable, and (iv) distributions with        respect to Obligations consisting of interest, principal, and fees on        the Loans and Letters of Credit shall be made prior to distributions on        Obligations with respect to Derivative Contracts;"

SECTION 3.     Conditions of Effectiveness.

                        (a)        The Administrative Agent, the Issuing Bank and theBanks have relied upon the representations and warranties in this Amendment inagreeing to the amendments to the Agreement set forth herein and the amendmentsto the Agreement set forth herein are conditioned upon and subject to theaccuracy of each and every representation and warranty of each of the Borrowersand the Parent made or referred to herein, and performance by each *of*theBorrowers and the Parent of its obligations to be performed under the Agreementon or before the date of this Amendment (except to the extent amended herein).

                        (b)        The amendments to the Agreement set forth hereinare further conditioned upon the Borrowers having paid all amendment fees andexpenses, and all accrued and unpaid legal fees and expenses referred to inSection 16 of the Agreement and Section 7**hereof.

                        (c)        This Agreement shall be effective as *of*thedate first written above when the conditions in this Section 3**have beensatisfied and when the Administrative Agent shall have received (i) thisAmendment, executed by the Borrowers, the Parent and the Banks, (ii) resolutionsof the Board of Directors *of*each *of*the Borrowers and the Parentauthorizing the execution and delivery of this Amendment by the Borrowers andthe Parent, (iii) that certain Pledge Agreement executed by Trico MarineInternational Holdings B.V. in favor or Administrative Agent on behalf *of*the Lenders dated as of even date herewith, and (iv) that certain promissorynote in the original principal amount of $24,574,141 executed by Trico SupplyASA and payable to the order of Trico Marine International Holdings B.V.,endorsed "payable to the order of Wells Fargo Bank Texas, National Association,as Administrative Agent." 

                        SECTION 4.     Representations and Warranties of theBorrowers and Parent. The Borrowers and Parent jointly and severallyrepresent and warrant to the Administrative Agent, the Issuing Bank and each Bank, with full knowledge that the Administrative Agent, theIssuing Bank and each Bank is relying on the following representations andwarranties in executing this Amendment, as follows:

                        (a)        Each of the Borrowers and the Parent has corporatepower and authority to execute, deliver and perform this Amendment, and allcorporate action on the part of each of the Borrowers and the Parent requisitefor the due execution, delivery and performance of this Amendment has been dulyand effectively taken. Each of the undersigned officers of the Borrowers and theParent executing this Amendment has full power and authority to execute anddeliver this Amendment on behalf of the Borrowers and the Parent respectively,and that such execution and delivery has been duly authorized by each respectiveBoard of Directors.

                        (b)        The Agreement as amended by this Amendment and theLoan Documents and each and every other document executed and delivered inconnection with this Amendment to which any of the Borrowers or the Parent, orany Subsidiary thereof, is a party constitute the legal, valid and bindingobligations of such Person to the extent it is a party thereto, enforceableagainst such Person in accordance with its respective terms.

                        (c)        This Amendment does not and will not violate anyprovisions of the articles or certificate of incorporation or bylaws of any ofthe Borrowers or the Parent, or any contract, agreement, instrument orrequirement of any Governmental Authority to which any such Person is subject.The execution of this Amendment by each of the Borrowers and the Parent will notresult in the creation or imposition of any lien upon any properties of any ofthe Borrowers or the Parent, other than those permitted by the Agreement andthis Amendment.

                        (d)        The execution, delivery and performance by each ofthe Borrowers and the Parent of this Amendment do not require the consent orapproval of any other Person, including, without limitation, any regulatoryauthority or governmental body of the United States of America or any statethereof or any political subdivision of the United States of America or anystate thereof.

                        (e)        The annual consolidated balance sheet of theParent and the Borrowers as of December 31, 2001, the related consolidatedstatements of earnings, capital accounts, and cash flows for the year then endedwhich have been furnished to the Administrative Agent, the Issuing Bank and theBanks, fairly present the financial condition of the Parent and the Borrowers asat such date and the results of the operations of the Parent and the Borrowersfor the periods ended on such date, all in accordance with generally acceptedaccounting principles applied on a consistent basis, and since December 31, 2001there has been no material adverse change in such condition or operations.

                        (f)        Each of the Borrowers and the Parent has performedand complied with all agreements and conditions contained in the Agreementrequired to be performed or complied with by each such Person prior to or at thetime of delivery of this Amendment.

                        (g)        No Default or Event of Default exists and, aftergiving effect to this Amendment, no Default or Event of Default will exist andall of the representations and warranties contained in the Agreement and allinstruments and documents executed pursuant thereto or contemplated thereby aretrue and correct in all material respects on and as of this date.

                        (h)        Nothing in this***Section 4***of this Amendmentis intended to amend any of the representations or warranties contained in theAgreement or of the Loan Documents to which any of the Borrowers or the Parentor any Subsidiary thereof is a party.

SECTION 5.     Reference to and Effect on the Agreement.

                        (a)        Upon the effectiveness of***Sections 1, 2*** and ***3***hereof, on and after the date hereof, each reference in the Agreement to"this Agreement", "hereunder", "hereof', "herein", or words of like import,shall mean and be a reference to the Agreement as amended hereby.

                        (b)        Except as specifically amended by this Amendment, the Agreementshall remain in full force and effect and is hereby ratified and confirmed.

                    SECTION 6.     No Waiver. Each of the Borrowers andthe Parent agrees that no Event of Default and no Default has been waived orremedied by the execution of this Amendment by the Administrative Agent, theIssuing Bank and the Banks and any such Default or Event or Default heretoforearising and currently continuing shall continue after the execution and deliveryhereof.

                    SECTION 7.     Cost. Expenses and Taxes. Each of theBorrowers and the Parent agrees to pay on demand all reasonable costs andexpenses of the Administrative Agent in connection with the preparation,reproduction, execution and delivery of this Amendment and the other instrumentsand documents to be delivered hereunder, including reasonable attorneys' feesand out-of-pocket expenses of the Administrative Agent. In addition, each of theBorrowers and the Parent shall pay any and all stamp and other taxes and feespayable or determined to be payable in connection with the execution anddelivery, filing or recording of this Amendment and the other instruments anddocuments to be delivered hereunder, and agrees to save each of theAdministrative Agent, the Issuing Bank and the Banks harmless from and againstany and all liabilities with respect to or resulting from any delay in paying oromission to pay such taxes or fees.

                SECTION 8.     Extent of Amendments. Except asotherwise expressly provided herein, the Agreement and the other Loan Documentsare not amended, modified or affected by this Amendment. Each of the Borrowersand the Parent ratifies and confirms that (a) except as expressly amendedhereby, all of the terms, conditions, covenants, representations, warranties andall other provisions of the Agreement remain in full force and effect, (b) eachof the other Loan Documents are and remain in full force and effect inaccordance with their respective terms, and (c) the Collateral is unimpaired bythis Amendment.

                SECTION 9.     Waivers and Release of Claims. Asadditional consideration for the execution, delivery, and performance of thisAmendment by the parties hereto and to induce each of the Administrative Agent,the Issuing Bank and the Banks to enter into this Amendment, each of theBorrowers and the Parent represents and warrants that none of the Borrowers andthe Parent know of any facts, events, statuses or conditions which, either nowor with the passage of time or the giving of notice, or both, constitute or willconstitute a basis for any claim or cause of action against any of theAdministrative Agent, the Issuing Bank and the Banks or any defense,counterclaim or right of setoff to the payment or performance of any obligationsor indebtedness of any of the Borrowers or the Parent to any of theAdministrative Agent, the Issuing Bank or the Banks, and in the event any suchfacts, events, statuses or conditions exist or have existed, whether known orunknown, WHETHER DUE TO THE ADMINISTRATIVE AGENT'S, THE ISSUING BANK'S OR ANYBANK'S, ANY OF THEIR REPRESENTATIVE'S, AGENT'S, OFFICER'S, DIRECTOR'S,EMPLOYEE'S, SHAREHOLDER'S, OR SUCCESSOR'S OR ASSIGN'S OWN NEGLIGENCE, each ofthe Borrowers and the Parent for each of themselves, their respectiveSubsidiaries, their respective representatives, agents, officers, directors,employees, shareholders, and successors and assigns (collectively called the ***"Indemnifying Parties"**),*****hereby fully, finally, completely,generally and forever releases, discharges, acquits, and relinquishes theAdministrative Agent, the Issuing Bank and each Bank and each of theirrespective representatives, agents, officers, directors, employees,shareholders, and successors and assigns (collectively called the ***"Indemnified Parties"**),*****from any and all claims, actions, demands,and causes of action of whatever kind or character, whether joint or several,whether known or unknown, WHETHER DUE TO ANY OF THE INDEMNIFIED PARTIES' OWNNEGLIGENCE, which may have arisen or accrued prior to the date of execution ofthis Amendment, for any and all injuries, harm, damages, penalties, costs,losses, expenses, attorneys' fees, and/or liabilities whatsoever and wheneverincurred or suffered by any of them, including, without limitation, any claim,demand, action, damage, liability, loss, cost, expense, and/or detriment, of anykind or character, growing out of or in any way connected with or in any wayresulting from any breach of any duty of loyalty, fair dealing, care, fiduciaryduty, or any other duty, confidence, or commitment, undue influence, duress,economic coercion, conflict of interest, negligence, bad faith, violations ofthe racketeer influence and corrupt organizations act, intentional or negligentinfliction of distress or harm, tortious interference with contractualrelations, tortious interference with corporate governance or prospectivebusiness advantage, breach of contract, failure to perform any obligation underany of the Loan Documents, deceptive trade practices, libel, slander,conspiracy, interference with business, usury, strict liability, lenderliability, breach of warranty or representation, fraud, or any other claim orcause of action (herein being collectively referred to as ***"Claims"**).****IT*IS EXPRESSLY AGREED THAT THE CLAIMS RELEASED HEREBY INCLUDE THOSE ARISINGFROM OR IN ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT,ORDINARY, OR OTHERWISE), OR OTHER TORTIOUS CONDUCT OF ANY OF THE INDEMNIFIEDPARTIES (other than any claims arising solely out of an Indemnified Party'swillful misconduct or gross negligence). Notwithstanding any provision of thisAmendment or any other Loan Document, this Section shall remain in full forceand effect and shall survive the delivery and payment of the Notes, thisAmendment and the other Loan Documents and the making, extension, renewal,modification, amendment or restatement of any thereof.

                SECTION 10.     Indemnification. As additionalconsideration to the execution, delivery, and performance of this Amendment bythe parties hereto and to induce the Administrative Agent, the Issuing Bank andeach Bank to enter into this Amendment, the Indemnifying Parties hereby agree toindemnify, hold harmless, and defend each of the Indemnified Parties from andagainst any and all Claims of any nature or character, at law or in equity,known or unknown, which may have arisen prior to the date hereof, or accrued to,or could be claimed or asserted by, any third party prior to the date hereof,INCLUDING WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF OR IN ANY MANNERATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY OR OTHERWISE), OROTHER TORTIOUS CONDUCT OF ANY OF THE INDEMNIFIED PARTIES (other than any claimsarising solely out of an Indemnified Party's willful misconduct or grossnegligence). Notwithstanding any provision of this Amendment or any other LoanDocument, this ***Section***shall remain in full force and effect and shallsurvive the delivery and payment of the Notes, this Agreement and the other LoanDocuments and the making, extension, renewal, modification, amendment orrestatement of any thereof.

                SECTION 11.     Grant and Affirmation of Security Interest.Each of the Borrowers and the Parent hereby grants a security interest in andlien on the Collateral to secure payment and performance of the Notes and theobligations described in the Agreement and all documents and instrumentsexecuted in connection therewith and, each of the Borrowers and the Parenthereby confirms and agrees that any and all liens, security interests and othersecurity or Collateral now or hereafter held by the Administrative Agent for thebenefit of, and as representative of, the Issuing Bank and the Banks as securityfor payment and performance of the Obligations hereby are renewed and carriedforth to secure payment and performance of all of the Obligations. The Security Documentsare and remain legal, valid and binding obligations of the parties thereto,enforceable in accordance with their respective terms.

                SECTION 12.     Guaranties. The Parent hereby consentsto and accepts the terms and conditions of this Amendment, agrees to be bound bythe terms and conditions hereof and ratifies and confirms that its Guaranty,executed and delivered to the Administrative Agent for the benefit of and asrepresentative of each of the Issuing Bank and the Banks on July 19, 1999,guaranteeing payment of the Obligations, is and remains in full force and effectand secures payment of the Obligations, including, among other things, theNotes.

                SECTION 13.     Execution and Counterparts. ThisAmendment may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which taken together shallconstitute but one and the same instrument. Delivery of an executed counterpartof the signature page of this Amendment by facsimile shall be equally aseffective as delivery of a manually executed counterpart of this Amendment.

               SECTION 14.     Governing Law.This Amendment shall be governed by and construed in accordance with the laws ofthe State of Texas.

                  SECTION 15.     Headings. Section headings in thisAmendment are included herein for convenience and reference only and shall notconstitute a part of this Amendment for any other purpose.

                  SECTION 16.     Loan Documents. This Amendment is aLoan Document.

                SECTION 17.     Arbitration. The parties agree to bebound by the terms and provisions of the arbitration provisions set forth in ***Section 33***of the****Agreement.

SECTION 18.     NO ORAL AGREEMENTS. THE AGREEMENT (ASAMENDED BY THIS AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINALAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beexecuted by their respective officers thereunto duly authorized.
TRICO MARINE OPERATORS, INC,    aLouisiana corporationBy: /s/ Victor M. Perez                                 Name: Victor M. Perez    Title: Vice President and Chief Financial OfficerTRICO MARINE ASSETS, INC., a    Delaware    corporationBy: /s/ Victor M. Perez                                         Name: Victor M. PerezTitle: Vice president and    Chief Financial OfficerTRICO MARINE SERVICES, INC, a Delaware    corporationBy: /s/ Victor M. Perez                                           Name: Victor M. Perez    Title: Vice President and Chief Financial Officer WELLS FARGO BANK TEXAS, N.A.    (successor by     consolidation to Wells Fargo Bank (Texas),    National Association), individually and as Administrative Agent By /s/ Philip C. Lauinger    III                                         Name: Philip C. Lauinger IIITitle: Vice PresidentWELLS FARGO BANK, N.A., as    Issuing Bank By: Philip C. Lauinger III                                        Name: Philip C. Lauinger III    Title: Vice PresidentNORDEA BANK FINLAND PLC, New    York     Branch By: /s/ Martin Lunder                                            Name: Martin LunderTitle: Senior Vice President By: /s/ Ronny Bjornadal                                         Name: Ronny BjornadalTitle: Vice President
 

 
BANK ONE, NA, (main office    Chicago), successor by merger to Bank One, Louisiana, N.A., individually and    as    Syndication Agent By: /s/ Dianne L. Russell                                            Name: Dianne L. Russell    Title: Director
 

 

 

 

 
**[Signature Page to Seventh Amendment To Third Amended AndRestatedRevolving Credit Agreement]***************