AMENDMENT AGREEMENT NO I
 to the USD 18,000,000
Credit Facility Agreement dated 19 November 2007
 
 DEEPOCEAN SHIPPING AS
 DEEPOCEAN ASA
 TRICO SUPPLY AS
 THE FINANCIAL INSTITUTIONS
LISTED IN SCHEDULE 1
TO THE CREDIT FACILITY AGREEMENT
  NORDEA BANK NORGE ASA




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THIS AMENDMENT AGREEMENT NO I Amendment No I th
 (1)
    
    DeepOcean Shipping AS, a Norwegian limited liability company registered with company
registration number 979 456 107 with its registered address at Stoltenberggaten 1, 5527
Haugesund, Norway (the Borrower);(2)
    
    DeepOcean ASA, a Norwegian limited liability company registered with company registration
number 980 722 805 with its registered address at Stoltenberggaten 1, 5527 Haugesund, Norway
(the Original Guarantor);(3)
    
    Trico Supply AS, a Norwegian limited liability company registered with company registration
number 976 853 938 with its registered address at Holmefjordvegen 1, 6090 Fosnavåg, Norway
(the New Guarantor);(4)
    
    The financial institutions listed in Schedule 1 to the Loan Agreement (as defined below)as
banks, including their successors in title and assignees and transferees (Banks); and(5)
    
    Nordea Bank Norge ASA, PO Box 1166 Sentrum, 0107 Oslo, Norway (the Agent).
 WHEREAS:
 A.
    
    Pursuant to a credit facility agreement dated 19 November 2007 (the Loan Agreement) entered
into between the Banks as lenders, the Borrower as borrower, the Original Guarantor as
guarantor and the Agent as agent and arranger, the Banks agreed to make available to the
Borrower a credit facility in the maximum amount of USD 18,000,000 for the purpose of
assisting the Borrower in refinancing of a then existing loan facility.B.
    
    On 30 May 2008 Trico Shipping AS made an offer for the purchase of all of the shares in the
Original Guarantor. The transaction was concluded and the Original Guarantor was delisted from
the Oslo Stock Exchange on 29 August 2008.C.
    
    In connection with the planned restructuring of the group of companies of which the Borrower
is a member, the shares of the Borrower shall be transferred to Trico Shipping AS, a wholly
owned subsidiary of the New Guarantor. According to plans the restructuring will be completed
in January 2009.D.
    
    As a consequence of the change of control of the Original Guarantor, the Banks have requested
certain changes in the Loan Agreement. Therefore, the Original Guarantor shall be substituted
by the New Guarantor, and the Original Guarantor shall be released of its guarantee
obligations under the Loan Agreement. Furthermore, the calculation of the applicable Margin
shall be amended as set out herein, and certain other terms and conditions of the Loan
Agreement shall be amended as described in this Amendment No I.
 NOW IT IS HEREBY AGREED as follows:




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1
    
    DEFINITIONS
  "Effective Date
    
    means the date on which the Agent has received the
documents and evidence specified in Clause 4.1 hereof in
form and substance satisfactory to it."Loan Agreement
    
    Shall mean the credit facility agreement entered into on
19 November 2007 as amended by this Amendment No I.
 2
    
    CONSENT TO TRANSFER OF SHARES AND NEW GUARANTOR2.1
    
    The Agent and the Banks hereby consent to (i) the transfer of the shares in the Borrower to
Trico Shipping AS, (ii) delisting of Original Guarantor and (iii) restructuring of the Group.2.2
    
    Effective as of the Effective Date, and subject to the terms of this Amendment No I:
 a)
    
    the New Guarantor shall assume all the rights and obligations of the Original
Guarantor under the Loan Agreement and all references to Guarantor therein shall
mean the New Guarantor. By executing this Amendment No I the New Guarantor confirms
that he is well aware of the terms and conditions of the Loan Agreement and the
guarantee obligations described therein.b)
    
    the Original Guarantor shall be released from its obligations as Guarantor
under the Loan Agreement.
 3
    
    AMENDMENTS TO CLAUSE 2 INTERPRETATION3.1
    
    Amendments to Clause 2 (Interpretation)The wording of the following definitions in Clause 2 (Interpretation) shall be deleted and
substituted with the following:
 EBITDA
    
    The definition of EBITDA shall be deleted and a new
definition of Consolidated EBITDA shall be inserted, cf.
clause 3.2 below.Subsidiary
    
    The definition of a Subsidiary shall be substituted by a new
definition, cf clause 3.2 below.




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Margin
    
    means initially 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,
calculated on the basis of 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 December
31, 2008). From each applicable Start Date (as defined below)
to each applicable End Date (as defined below), the
applicable Margin for the Loan shall be that 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:
 Consolidated
    
    applicableLevel
    
    Leverage Ratio
    
    Margin3
    
    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 Agent (with a copy to be sent by the Agent to
each Bank), within 45 days of the last day of any fiscal
quarter of the Borrower ending following the date the
Amendment No. I was signed by all parties thereto, 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 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.




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3.2
    
    New definitions in Clause 2 (Definitions)The wording of the following definitions in Clause 2 (Interpretation) and in Clause 15.3
shall be deleted and substituted with the following:
 Capitalized Lease Obligations
    
    mean, with respect to any Person,
the obligations of such Person to
pay rent or other amounts under any
lease of (or other arrangement
conveying the right to use) real or
personal property, or a combination
thereof, which obligations are
required to be classified and
accounted for as capital leases on
a balance sheet of such Person
under GAAP and, for purposes
hereof, the amount of such
obligations at any time shall be
the capitalized amount thereof at
such time determined in accordance
with GAAP.Change of Control
    
    means (i) any person or group
(as such terms are used in Sections
13(d) and 14(d) under the
Securities Exchange Act of 1934, as
amended (the Exchange Act)),
shall become, or obtain rights
(whether by means of warrants,
options or otherwise) to become,
the beneficial owner (as defined
in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act), directly or
indirectly, of more than 35% of the
outstanding common stock of Trico
Marine Services Inc, (ii) the board
of directors of Trico Marine
Services Inc shall cease to consist
of a majority of Continuing
Directors, (iii) Trico Marine
Services Inc shall cease to own,
directly or indirectly, 100% of the
voting and/or economic interests in
the capital stock or other equity
interests of the New Guarantor and
the Borrower, (iv) the New
Guarantor shall cease to own,
directly or indirectly, 100% of the
voting and/or economic interests in
the capital stock or other equity
interests of the Borrower, or (v)
the Borrower shall cease to own,
directly or indirectly, 100% of the
Vessel.Consolidated EBITDA
    
    means, on a consolidated basis for
the Group, for any period,
Consolidated Net Income for such
period, before deducting therefrom
(i) consolidated interest expense
of the Group for such period, (ii)
provision for taxes based on income
that were included in arriving at
Consolidated Net Income for such
period and (iii) the amount of all
amortization of intangibles and
depreciation to the extent that
same was deducted in arriving at
Consolidated Net Income for such
period and without giving effect
(x) to any extraordinary gains or
extraordinary non-cash losses
(except to the extent that any such
extraordinary non-cash losses
require a cash payment in a future
period) and (y) to any or gains or
losses from sales of assets other
than from sales of inventory in the
ordinary course of business;
provided that, for purposes of
Clause 15.3 only, pro forma
adjustments satisfactory to the
Agent shall be made for any vessels
acquired by or delivered to the
Borrower or any Subsidiary of the
Borrower prior to December 31, 2009
as if such vessels were acquired or
delivered on the first day of the
relevant Test Period.Consolidated Indebtedness
    
    shall mean, as at any date of
determination, the aggregate stated
balance sheet amount of all
Indebtedness (but including, in any




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event, without limitation, the then
outstanding principal amount of the
Loan, all Capitalized Lease
Obligations but excluding
Indebtedness of a type described in
clause (vi) of the definition
thereof and excluding the TMS
Intercompany Indebtedness, the
Trico Marine Cayman Intercompany
Loan and the Trico Supply
Intercompany Loan) of the Group on
a consolidated basis as determined
in accordance with GAAP.Consolidated Leverage Ratio
    
    means, as at any date of
determination, the ratio of
Consolidated Net Indebtedness as at
such date to EBITDA for the Test
Period most recently ended or prior
to such date.Consolidated Net Income
    
    means, for any period, the net
income (or loss) of the Group for
such period, determined on a
consolidated basis (after any
deduction for minority interests),
provided that the net income of any
Subsidiary of the Guarantor shall
be excluded to the extent that the
declaration or payment of cash
dividends or similar cash
distributions by that Subsidiary of
that net income is not at the date
of determination permitted by
operation of its charter or any
agreement, instrument or law
applicable to such Subsidiary and
(iii) the net income (or loss) of
any other or Person acquired by the
Guarantor or a Subsidiary of the
Guarantor in a pooling of interests
transaction for any period prior to
the date of such acquisition shall
be excluded.Consolidated Net Indebtedness
    
    shall mean, on any date, (i)
Consolidated Indebtedness on such
date minus (ii) unrestricted cash
and cash equivalents of the Group
on such dateConsolidated Net Worth
    
    mean, the Net Worth of the Group
determined on a consolidated basis
after appropriate deduction for any
minority interests in Subsidiaries.Contingent Obligation
    
    mean, as to any Person, any
obligation of such Person
guaranteeing or intended to
guarantee any Indebtedness, leases,
dividends or other obligations
(primary obligations) of any
other Person (the primary
obligor) in any manner, whether
directly or indirectly, including,
without limitation, any obligation
of such Person, whether or not
contingent, (i) to purchase any
such primary obligation or any
property constituting direct or
indirect security therefor, (ii) to
advance or supply funds (x) for the
purchase or payment of any such
primary obligation or (y) to
maintain working capital or equity
capital of the primary obligor or
otherwise to maintain the net worth
or solvency of the primary obligor,
(iii) to purchase property,
securities or services primarily
for the purpose of assuring the
owner of any such primary
obligation of the ability of the
primary obligor to make payment of
such primary obligation or (iv)
otherwise to assure or hold
harmless the holder of such primary
obligation against loss in respect
thereof; provided, however, that
the term Contingent Obligation
shall not include endorsements of
instruments for deposit or
collection in the ordinary course
of business or customary and
reasonable indemnity obligations in
effect on the date the Amendment
No. I was signed by all parties
thereto or entered into in
connection with any acquisition or
disposition of assets permitted by
the Loan




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Agreement and any products
warranties extended in the ordinary
course of business. The amount of
any Contingent Obligation shall be
deemed to be an amount equal to the
stated or determinable amount of
the primary obligation in respect
of which such Contingent Obligation
is made (or, if the less, the
maximum amount of such primary
obligation for which such Person
may be liable pursuant to the terms
of the instrument evidencing such
Contingent Obligation) or, if not
stated or determinable, the maximum
reasonably anticipated liability in
respect thereof (assuming such
Person is required to perform
thereunder) as determined by such
Person in good faith.Continuing
Directors
    
    means the directors of Trico Marine
Services Inc on the Effective Date,
and each other director, if, in
each case, such other directors
nomination for election to the
board of directors of Trico Marine
Services Inc is recommended by at
least a majority of the then
Continuing Directors.Free Liquidity
    
    means at any time the sum of the
unrestricted cash and cash
equivalents held by the Group at
such time.Guarantor
    
    means Trico Supply AS, registration
no. 976 853 938, of Holmefjordvegen
1, N-6090 Fosnavåg, Norway.Indebtedness
    
    mean, as to any Person, without
duplication, (i) all indebtedness
(including principal, interest,
fees and charges) of such Person
for borrowed money or for the
deferred purchase price of property
or services, (ii) all Indebtedness
of the types described in clause
(i), (iii), (iv), (v) or (vi) of
this definition secured by any Lien
on any property owned by such
Person, whether or not such
Indebtedness has been assumed by
such Person (provided that, if the
Person has not assumed or otherwise
become liable in respect of such
Indebtedness, such Indebtedness
shall be deemed to be in an amount
equal to the fair market value of
the property to which such Lien
relates as determined in good faith
by such Person), (iii) the
aggregate amount of all Capitalized
Lease Obligations of such Person,
(iv) all obligations of such person
to pay a specified purchase price
for goods or services, whether or
not delivered or accepted, i.e.,
take-or-pay and similar
obligations, (v) all Contingent
Obligations of such Person and (vi)
all obligations under any Interest
Rate Protection Agreement or Other
Hedging Agreement or under any
similar type of agreement; provided
that Indebtedness shall in any
event not include (x) trade
payables and expenses accrued in
the ordinary course of business or
(y) milestone payments and similar
obligations incurred by any Person
under any vessel purchase contract.Interest Rate Protection Agreement
    
    mean any interest rate swap
agreement, interest rate cap
agreement, interest collar
agreement, interest rate hedging
agreement, interest rate floor
agreement or other similar
agreement or arrangement.Lien
    
    means any mortgage, pledge,
hypothecation, assignment, deposit
arrangement, encumbrance, lien
(statutory or other), preference,
priority or other security
agreement of any kind or nature




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whatsoever (including, without
limitation, any conditional sale or
other title retention agreement,
any financing or similar statement
or notice filed under the UCC or
any other similar recording or
notice statute, and any lease
having substantially the same
effect as any of the foregoing).Net Worth
    
    mean, as to any Person, the sum of
its capital stock, capital in
excess of par or stated value of
shares of its capital stock,
retained earnings and any other
account which, in accordance with
generally accepted accounting
principles, constitutes
stockholders equity, but excluding
any treasury stock and cumulative
foreign translation adjustments.Obligations
    
    means all amounts owing to the
Agent or any Bank pursuant to the
terms of this Loan Agreement or any
Security Document.Other Hedging Agreement
    
    mean any foreign exchange
contracts, currency swap
agreements, commodity agreements or
other similar agreements or
arrangements designed to protect
against the fluctuations in
currency or commodity values.Parent
    
    means any entity at any time owning
at least 1 share in the Borrower,
and as of the date of the Amendment
No. I being DeepOcean Maritime AS
and, after the restructuring of the
Group has been completed, Trico
Shipping AS, registration no.
976854020, Of N- 6090 Fosnavåg,
Norway.Person
    
    means any individual, partnership,
joint venture, firm, corporation,
association, trust or other
enterprise or any government or
political subdivision or any
agency, department or
instrumentality thereof.Subsidiary
    
    means, as to any Person, (i) any
corporation more than 50% of whose
stock of any class or classes
having by the terms thereof
ordinary voting power to elect a
majority of the directors of such
corporation (irrespective of
whether or not at the time stock of
any class or classes of such
corporation shall have or might
have voting power by reason of the
happening of any contingency) is at
the time owned by such Person
and/or one or more Subsidiaries of
such Person and (ii) any
partnership, limited liability
company, association, joint venture
or other entity in which such
Person and/or one or more
Subsidiaries of such Person has
more than a 50% equity interest at
the time.Test Period
    
    means each period of four
consecutive fiscal quarters, in
each case taken as one accounting
period.TMS Intercompany Indebtedness
    
    means the loan agreement in the
principal amount of USD 395,000,000
made between Trico Marine Services
Inc. as lender, and Trico Shipping
AS, as borrower, dated [May 15,
2008].Trico First Facility
    
    means a USD 100,000,000 facility
granted to Trico Subsea AS,
guaranteed by Trico Supply AS and
Trico Subsea Holding AS, by certain
lenders, Nordea Bank Finland Plc.,
New York Branch as administrative
agent and bookrunner and Nordea
Bank Finland Plc., New York Branch
and Bayerische Hypo- und
Vereinsbank




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AG as joint lead
arrangers pursuant to a facility
agreement dated 24 April 2008.Trico Marine Cayman Intercompany
Loan
    
    means the loan in the original
principal amount of $33,486,076.35
made by Trico Marine Cayman, L.P.,
acting through its general partner,
Trico Holdco LLC, to the Guarantor
pursuant to that certain loan
agreement, dated as of November 8,
2007.Trico Second Facility
    
    means a USD 200,000,000 facility
granted to Trico Shipping AS,
guaranteed by Trico Supply AS,
Trico Subsea Holding AS and Trico
Subsea AS, by certain lenders,
Nordea Bank Finland Plc., New York
Branch as administrative agent and
bookrunner and Nordea Bank Finland
Plc., New York Branch and
Bayerische Hypo- und Vereinsbank AG
as joint lead arrangers pursuant to
a facility agreement dated 24 April
2008.Trico Supply Intercompany Loan
    
    means the loan from Trico Marine
Operators, Inc. to the Guarantor in
the initial principal amount of USD
194,200,003.54 pursuant to the
Trico Supply Intercompany Loan
Documentation.Trico Supply Intercompany Loan
Documentation
    
    means that certain promissory note
dated November 8, 2007 between the
Guarantor and Trico Marine
Operators, Inc.Trico Third Facility
    
    means a USD 280,000,000 facility
granted or to be granted to Trico
Subsea AS and Trico Shipping AS as
co-borrowers, guaranteed by Trico
Supply AS, by certain lenders,
Nordea Bank Finland Plc., New York
Branch as administrative agent and
bookrunner and Nordea Bank Finland
Plc., New York Branch and
Bayerische Hypo- und Vereinsbank AG
as joint lead arrangers pursuant to
a facility agreement to be drafted
pursuant to a term letter dated 21
October 2008.UCC
    
    means the Uniform Commercial Code
as from time to time in effect in
the relevant jurisdiction.
 4
    
    CONDITIONS PRECEDENT
 4.1
    
    As a condition precedent for the amendments set forth in this Amendment No I coming into
effect, the Borrower and/or the New Guarantor shall deliver to the Agent the following
documents or evidence of facts (as the case may be) in form and content satisfactory to the
Agent:
 a)
    
    two copies of this Amendment No I duly signed by all parties thereto;b)
    
    a copy confirmed by the New Guarantors auditor (who shall be an authorised
public accountant) of the New Guarantors audited balance sheets as of the close of
the financial year 2007 and audited statement of profit and loss, cash flow report
and annual report;c)
    
    the New Guarantors unaudited consolidated financial statement of the 3rd
calendar quarter of 2008;




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d)
    
    such financial and other information of the New Guarantor as the Agent, in
its sole discretion, may reasonably request;e)
    
    a Certificate of Compliance of the New Guarantor;f)
    
    the New Guarantors Articles of Association;g)
    
    the New Guarantors Certificate of Registration; andh)
    
    a resolution of the New Guarantors board of directors meeting approving
the terms of this Amendment No 1 and the New Guarantors entry into the Loan
Agreement as Guarantor.
 4.2
    
    As soon as possible after the restructuring of the Group has been carried out the Borrower
shall deliver to the Agent a copy of the shareholders register of the Borrower evidencing the
transfer of the shares to Trico Shipping AS, and a copy of the shareholders register of Trico
Shipping AS evidencing that the shares of that company are owned by the New Guarantor.
 5     AMENDMENTS TO THE LOAN AGREEMENT
  a)
    
    Clause 14.1 (a) shall be amended to read:The Borrower is a limited liability company wholly owned by DeepOcean Maritime AS,
and after the restructuring of the Group, by Trico Shipping AS, a wholly owned
Subsidiary of the New Guarantor, duly incorporated and validly existing under the
laws of Norway, in good standing, and has the power to own and operate its assets.b)
    
    Clause 15.3 will be substituted by the following:The Guarantor undertakes, within 90 (ninety) days after the end of each calendar
quarter, to deliver a Certificate of Compliance to the Agent, as confirmation of
the Guarantors compliance with the following financial covenants, all calculated
on a consolidated basis and in accordance with GAAP:
 (a)
    
    The Guarantor permits the Consolidated Leverage Ratio on the
last day of any fiscal quarter of the Guarantor to be greater than 3.50:1:00.(b)
    
    The Guarantor permits its Consolidated Net Worth on the last
day of any fiscal quarter of the Guarantor to be less than (i) 80% of
Consolidated Net Worth on the date of Amendment No I plus (ii) 50% of
cumulative Consolidated Net Income (if positive) for the period, commencing on
April 1, 2008 and ending on the last day of such fiscal quarter plus (iii)
100% of the face amount of any equity interests issued by the Guarantor after
the date of the Amendment No I.(c)
    
    The Guarantor permits its Free Liquidity to be less than USD
15,000,000.




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c)
    
    Clause 15.5 (e) of the Loan Agreement shall be deleted.d)
    
    Clause 16.1 (c) shall be amended to read:a Change of Control occurs.d)
    
    Clause 23.1 shall be amended so as to include the contact information of the
New Guarantor:The Guarantor:Trico Supply AS
Att: Gerry Gray
Telefax: + 44 124 630 818
 6
    
    COSTS AND EXPENSES6.1
    
    The Borrower shall upon demand reimburse all reasonable costs and expenses (including
external legal fees of the Agent) incurred by the Agent in connection with the drafting,
negotiations, preparation, closing, maintenance and enforcement of this Amendment No I and any
documents related thereto.7
    
    CONTINUED FORCE AND EFFECT7.1
    
    Save as set out in this Amendment No I the Loan Agreement shall continue in full force and
effect and the Loan Agreement and this Amendment No I shall be read and construed as one
instrument.8
    
    LAW AND JURISDICTION8.1
    
    Clause 24 of the Loan Agreement (Law and Jurisdiction) shall apply also to this Amendment No
I.
  IN WITNESS WHEREOF




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For and on behalf ofDeepOcean Shipping AS
(as Borrower)
    
    
    
    For and on behalf ofDeepOcean ASA
(as Original Guarantor)Signature
    
    
    
    SignatureFor
and on behalf ofTrico Supply AS
(as New Guarantor)
    
    
    
    For and on behalf ofNordea Bank Norge ASA
(as Agent)Signature
    
    
    
    SignatureFor and on behalf ofNordea Bank Norge ASA
(as Bank)Signature