##### 



Exhibit 10.18
 EXECUTION VERSION
 TRICO MARINE SERVICES, INC.
 3.00% Senior Convertible Debentures due 2027
 INDENTURE
 Dated as of February 7, 2007
 Wells Fargo Bank, National Association, Trustee




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##### 



TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
    
    
    1SECTION 1.01
    
    Definitions
    
    
    1SECTION 1.02
    
    Incorporation by Reference of Trust Indenture Act
    
    
    10SECTION 1.03
    
    Rules of Construction
    
    
    10ARTICLE 2 THE DEBENTURES
    
    
    10SECTION 2.01
    
    Designation, Amount and Issuance of Debentures
    
    
    10SECTION 2.02
    
    Form of the Debentures
    
    
    11SECTION 2.03
    
    Date and Denomination of Debentures; Payment at Maturity; Payment of Interest
    
    
    11SECTION 2.04
    
    Execution and Authentication
    
    
    12SECTION 2.05
    
    Registrar and Paying Agent
    
    
    13SECTION 2.06
    
    Paying Agent to Hold Money in Trust
    
    
    13SECTION 2.07
    
    Debentureholder Lists
    
    
    14SECTION 2.08
    
    Exchange and Registration of Transfer of Debentures; Restrictions on Transfer
    
    
    14SECTION 2.09
    
    Replacement Debentures
    
    
    19SECTION 2.10
    
    Outstanding Debentures
    
    
    20SECTION 2.11
    
    Temporary Debentures
    
    
    20SECTION 2.12
    
    Cancellation
    
    
    21SECTION 2.13
    
    CUSIP and ISIN Numbers
    
    
    21SECTION 2.14
    
    Additional Debentures
    
    
    21ARTICLE 3 REDEMPTION AND REPURCHASE OF DEBENTURES
    
    
    22SECTION 3.01
    
    Optional Redemption of Debentures
    
    
    22SECTION 3.02
    
    Notice of Optional Redemption; Selection of Debentures to be Redeemed
    
    
    23SECTION 3.03
    
    Payment of Debentures Called for Redemption
    
    
    24SECTION 3.04
    
    Repurchase at Option of Holders Upon a Fundamental Change
    
    
    25SECTION 3.05
    
    Repurchase of Debentures by the Company at the Option of Holders
    
    
    26SECTION 3.06
    
    Company Repurchase Notice
    
    
    28SECTION 3.07
    
    Effect of Repurchase Notice; Withdrawal
    
    
    29SECTION 3.08
    
    Deposit of Repurchase Price
    
    
    29SECTION 3.09
    
    Debentures Repurchased in Part
    
    
    30ARTICLE 4 COVENANTS
    
    
    30SECTION 4.01
    
    Payment of Debentures
    
    
    30SECTION 4.02
    
    Maintenance of Office or Agency
    
    
    30
 i




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##### 



PageSECTION 4.03
    
    144A Information
    
    
    31SECTION 4.04
    
    Existence
    
    
    31SECTION 4.05
    
    Payment of Taxes and Other Claims
    
    
    31SECTION 4.06
    
    Compliance Certificate
    
    
    32SECTION 4.07
    
    Further Instruments and Acts
    
    
    32SECTION 4.08
    
    Intentionally Omitted
    
    
    32SECTION 4.09
    
    Additional Interest Notice
    
    
    32SECTION 4.10
    
    Reporting Obligation
    
    
    32ARTICLE 5 SUCCESSOR COMPANY
    
    
    33SECTION 5.01
    
    When Company May Merge or Transfer Assets
    
    
    33SECTION 5.02
    
    Successor to be Substituted
    
    
    33SECTION 5.03
    
    Opinion of Counsel to be Given Trustee
    
    
    34ARTICLE 6 DEFAULTS AND REMEDIES
    
    
    34SECTION 6.01
    
    Events of Default
    
    
    34SECTION 6.02
    
    Acceleration
    
    
    36SECTION 6.03
    
    Other Remedies
    
    
    36SECTION 6.04
    
    Waiver of Past Defaults
    
    
    36SECTION 6.05
    
    Control by Majority
    
    
    36SECTION 6.06
    
    Limitation on Suits
    
    
    37SECTION 6.07
    
    Rights of Debentureholders to Receive Payment
    
    
    37SECTION 6.08
    
    Collection Suit by Trustee
    
    
    37SECTION 6.09
    
    Trustee May File Proofs of Claim
    
    
    37SECTION 6.10
    
    Priorities
    
    
    38SECTION 6.11
    
    Undertaking for Costs
    
    
    38SECTION 6.12
    
    Waiver of Stay, Extension or Usury Laws
    
    
    38SECTION 6.13
    
    Sole Remedy for Failure to Report
    
    
    38ARTICLE 7 TRUSTEE
    
    
    39SECTION 7.01
    
    Duties of Trustee
    
    
    39SECTION 7.02
    
    Rights of Trustee
    
    
    40SECTION 7.03
    
    Individual Rights of Trustee
    
    
    41SECTION 7.04
    
    Trustee's Disclaimer
    
    
    41SECTION 7.05
    
    Notice of Defaults
    
    
    41SECTION 7.06
    
    Reports by Trustee to Debentureholders
    
    
    41SECTION 7.07
    
    Compensation and Indemnity
    
    
    42SECTION 7.08
    
    Replacement of Trustee
    
    
    42SECTION 7.09
    
    Successor Trustee by Merger
    
    
    43SECTION 7.10
    
    Eligibility; Disqualification
    
    
    44SECTION 7.11
    
    Preferential Collection of Claims Against Company
    
    
    44ARTICLE 8 DISCHARGE OF INDENTURE
    
    
    44SECTION 8.01
    
    Discharge of Liability on Debentures
    
    
    44
 ii




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##### 



PageSECTION 8.02
    
    Application of Trust Money
    
    
    44SECTION 8.03
    
    Repayment to Company
    
    
    44SECTION 8.04
    
    Reinstatement
    
    
    45ARTICLE 9 AMENDMENTS
    
    
    45SECTION 9.01
    
    Without Consent of Debentureholders
    
    
    45SECTION 9.02
    
    With Consent of Debentureholders
    
    
    46SECTION 9.03
    
    Compliance with Trust Indenture Act
    
    
    47SECTION 9.04
    
    Revocation and Effect of Consents and Waivers
    
    
    47SECTION 9.05
    
    Notation on or Exchange of Debentures
    
    
    48SECTION 9.06
    
    Trustee to Sign Amendments
    
    
    48ARTICLE 10 CONVERSION OF DEBENTURES
    
    
    48SECTION 10.01
    
    Right to Convert
    
    
    48SECTION 10.02
    
    Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends
    
    
    51SECTION 10.03
    
    Cash Payments in Lieu of Fractional Shares
    
    
    53SECTION 10.04
    
    Conversion Rate
    
    
    53SECTION 10.05
    
    Adjustment of Conversion Rate
    
    
    54SECTION 10.06
    
    Effect of Reclassification, Consolidation, Merger or Sale
    
    
    62SECTION 10.07
    
    Taxes on Shares Issued
    
    
    64SECTION 10.08
    
    Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock
    
    
    64SECTION 10.09
    
    Responsibility of Trustee
    
    
    65SECTION 10.10
    
    Notice to Holders Prior to Certain Actions
    
    
    65SECTION 10.11
    
    Stockholder Rights Plans
    
    
    66SECTION 10.12
    
    Settlement Upon Conversion
    
    
    66SECTION 10.13
    
    Conversion After a Public Acquirer Change of Control
    
    
    67SECTION 10.14
    
    Limitations on Foreign Ownership
    
    
    68ARTICLE 11 MISCELLANEOUS
    
    
    68SECTION 11.01
    
    Trust Indenture Act Controls
    
    
    68SECTION 11.02
    
    Notices
    
    
    69SECTION 11.03
    
    Communication by Debentureholders with Other Debentureholders
    
    
    69SECTION 11.04
    
    Certificate and Opinion as to Conditions Precedent
    
    
    70SECTION 11.05
    
    Statements Required in Certificate or Opinion
    
    
    70SECTION 11.06
    
    When Debentures Disregarded
    
    
    70SECTION 11.07
    
    Rules by Trustee, Paying Agent and Registrar
    
    
    71SECTION 11.08
    
    Legal Holidays
    
    
    71SECTION 11.09
    
    Governing Law
    
    
    71SECTION 11.10
    
    No Interpretation of or by Other Agreements
    
    
    71SECTION 11.11
    
    Successors
    
    
    71
 iii




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##### 



PageSECTION 11.12
    
    Multiple Originals
    
    
    71SECTION 11.13
    
    Table of Contents; Headings
    
    
    71SECTION 11.14
    
    Indenture and Debentures Solely Corporate Obligations
    
    
    71SECTION 11.15
    
    Severability
    
    
    72SECTION 11.16
    
    Benefits of Indenture
    
    
    72SECTION 11.17
    
    Calculations
    
    
    72
   iv




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Company Trustee
 Debentures
   ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
 SECTION 1.01 Definitions
 Additional Debentures
 Additional Debentures Board Resolutions
 Additional Interest
 Additional Interest Notice
 Additional Shares
 Affiliate
 Agent Members
 1




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##### 



Applicable Consideration
 Bankruptcy Law
 Board of Directors
 Business Day
 Capital Stock
 Closing Date
 Closing Sale Price
 Code
 Common Stock provided
 Company
 Company Order
 2




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##### 



Company Repurchase Notice
 Continuing Directors
 Conversion Date
 Conversion Notice
 Conversion Price
 Conversion Rate Conversion Rate
 Conversion Settlement Amount
 Conversion Settlement Averaging Period
     Corporate Trust Office
 3




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##### 



Current Market Price
 Custodian
 Daily Conversion Value
 Daily Settlement Amount
 Debentureholder Holder
 Debentures
 Default
 Depositary Depositary
 Depositary Entity
 Determination Date
 Distributed Assets
 Distribution Notice
 DTC
 Effective Date
 Event of Default
 ex date
 Exchange Act
 Fair Market Value
 Fiscal Quarter
 Fundamental Change
 4




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##### 



5




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##### 



Fundamental Change Repurchase Date
 GAAP
 Global Debentures
 Indenture
 Initial Purchasers Initial Purchaser
 interest
 Issue Date
 Legal Holiday
 Market Disruption Event
 Maturity Date
 Non-Stock Change of Control
 Officer
 6




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##### 



Officers Certificate
 Opinion of Counsel
 Paying Agent
 Person
 PORTAL Market
 principal
 protected purchaser
 Public Acquirer Change of Control Public Acquirer Common Stock provided
 Public Acquirer Common Stock
 Purchase Agreement
 Purchased Shares
 Record Date
 7




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##### 



Record Date
 Register
 Registrar
 Registration Rights Agreement
 Repurchase Date
 Repurchase Notice
 Restricted Securities
 Rule 144A
 SEC
 Securities Act
 Significant Subsidiary
 Spin-Off
 Spin-Off Valuation Period
 Stock Price
 Stated Maturity
 Subsidiary
 8




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##### 



TIA Trust Indenture Act
 Trading Day
 Trading Price provided provided further
 Trigger Event
 Trust Officer
 Trustee
 Uniform Commercial Code
 Volume Weighted Average Price Volume
Weighted Average Price
 9




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##### 



SECTION 1.02 Incorporation by Reference of Trust Indenture Act
 Commission
 indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  SECTION 1.03 Rules of Construction
      ARTICLE 2
THE DEBENTURES
 SECTION 2.01 Designation, Amount and Issuance of Debentures
 10




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##### 



SECTION 2.02 Form of the Debentures Exhibit A Exhibit A
  Global Debentures
  SECTION 2.03 Date and Denomination of Debentures; Payment at Maturity; Payment of Interest
 11




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##### 



Exhibit A
 nd
  provided however provided however
 SECTION 2.04 Execution and Authentication
   Company Order
 12




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##### 



SECTION 2.05 Registrar and Paying Agent Registrar Paying Agent Register
  provided however provided however
 SECTION 2.06 Paying Agent to Hold Money in Trust
 13




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##### 



SECTION 2.07 Debentureholder Lists
 SECTION 2.08 Exchange and Registration of Transfer of Debentures; Restrictions on Transfer
     14




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##### 



15




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##### 



provided
  Agent Members
  Exhibit B Restricted
Securities
 16




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##### 



Exhibit B
 Exhibit B
 SECURITIES ACT OF 1933
  COMPANY
 17




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##### 



18




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##### 



SECTION 2.09 Replacement Debentures protected purchaser
 19




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##### 



SECTION 2.10 Outstanding Debentures
   SECTION 2.11 Temporary Debentures
 20




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##### 



SECTION 2.12 Cancellation
 SECTION 2.13 CUSIP and ISIN Numbers provided however
 SECTION 2.14 Additional Debentures Additional Debentures Exhibit A
    Exhibit A
 21




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##### 



provided provided further
      ARTICLE 3
REDEMPTION AND REPURCHASE OF DEBENTURES
 SECTION 3.01 Optional Redemption of Debentures provided
 22




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##### 



RedemptionPeriod
    
    PriceJanuary 15, 2012 through January 14, 2013
    
    
    100.8571
    %January 15, 2013 through January 14, 2014
    
    
    100.4286
    %After January 14, 2014
    
    
    100.0000
    %
 SECTION 3.02 Notice of Optional Redemption; Selection of Debentures to be Redeemed provided provided
  23




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##### 



provided
   SECTION 3.03 Payment of Debentures Called for Redemption
 24




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##### 



provided
   SECTION 3.04 Repurchase at Option of Holders Upon a Fundamental Change Fundamental Change Repurchase Date provided
  25




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##### 



Repurchase Notice provided however
    SECTION 3.05 Repurchase of Debentures by the Company at the Option of Holders
 26




---



##### 



Repurchase Date provided
   provided however
  27




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##### 



SECTION 3.06 Company Repurchase Notice Company Repurchase Notice
            28




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##### 



provided
  SECTION 3.07 Effect of Repurchase Notice; Withdrawal
      SECTION 3.08 Deposit of Repurchase Price
 29




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##### 



SECTION 3.09 Debentures Repurchased in Part
 ARTICLE 4
COVENANTS
 SECTION 4.01 Payment of Debentures
  SECTION 4.02 Maintenance of Office or Agency nd
 30




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##### 



SECTION 4.03 144A Information
 SECTION 4.04 Existence provided
 SECTION 4.05 Payment of Taxes and Other Claims provided
 31




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##### 



SECTION 4.06 Compliance Certificate
 SECTION 4.07 Further Instruments and Acts
 SECTION 4.08 Intentionally Omitted .
 SECTION 4.09 Additional Interest Notice Additional Interest Notice
 SECTION 4.10 Reporting Obligation
   32




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##### 



ARTICLE 5
SUCCESSOR COMPANY
 SECTION 5.01 When Company May Merge or Transfer Assets
    SECTION 5.02 Successor to be Substituted
 33




---



##### 



SECTION 5.03 Opinion of Counsel to be Given Trustee
 ARTICLE 6
DEFAULTS AND REMEDIES
 SECTION 6.01 Events of Default Event of Default
        34




---



##### 



Bankruptcy Law United States Code Custodian
 Notice of Default
  35




---



##### 



SECTION 6.02 Acceleration
 SECTION 6.03 Other Remedies
  SECTION 6.04 Waiver of Past Defaults
 SECTION 6.05 Control by Majority
 36




---



##### 



provided
 SECTION 6.06 Limitation on Suits
      SECTION 6.07 Rights of Debentureholders to Receive Payment
 SECTION 6.08 Collection Suit by Trustee
 SECTION 6.09 Trustee May File Proofs of Claim
 37




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##### 



SECTION 6.10 Priorities
 FIRST
 SECOND
 THIRD
  SECTION 6.11 Undertaking for Costs
 SECTION 6.12 Waiver of Stay, Extension or Usury Laws
 SECTION 6.13 Sole Remedy for Failure to Report.
 38




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##### 



ARTICLE 7
TRUSTEE
 SECTION 7.01 Duties of Trustee
        39




---



##### 



SECTION 7.02 Rights of Trustee
       40




---



##### 



SECTION 7.03 Individual Rights of Trustee
 SECTION 7.04 Trustees Disclaimer
 SECTION 7.05 Notice of Defaults
  SECTION 7.06 Reports by Trustee to Debentureholders
 41




---



##### 



SECTION 7.07 Compensation and Indemnity provided however provided however
   SECTION 7.08 Replacement of Trustee
 42




---



##### 



SECTION 7.09 Successor Trustee by Merger
  43




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##### 



SECTION 7.10 Eligibility; Disqualification provided however
 SECTION 7.11 Preferential Collection of Claims Against Company
 ARTICLE 8
DISCHARGE OF INDENTURE
 SECTION 8.01 Discharge of Liability on Debentures
  SECTION 8.02 Application of Trust Money
 SECTION 8.03 Repayment to Company
 44




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##### 



SECTION 8.04 Reinstatement provided however
 ARTICLE 9
AMENDMENTS
 SECTION 9.01 Without Consent of Debentureholders
 provided provided, further,
  provided however
   provided
 45




---



##### 



provided
    SECTION 9.02 With Consent of Debentureholders
       46




---



##### 



SECTION 9.03 Compliance with Trust Indenture Act
 SECTION 9.04 Revocation and Effect of Consents and Waivers
   47




---



##### 



Depositary Entity
   SECTION 9.05 Notation on or Exchange of Debentures
 SECTION 9.06 Trustee to Sign Amendments
 ARTICLE 10
CONVERSION OF DEBENTURES
 SECTION 10.01 Right to Convert
 48




---



##### 



49




---



##### 



Distribution Notice
  50




---



##### 



SECTION 10.02 Exercise of Conversion Right; Issuance of Common Stock on Conversion; No
Adjustment for Interest or Dividends Conversion Notice
  51




---



##### 



Conversion Date provided
 provided
   52




---



##### 



SECTION 10.03 Cash Payments in Lieu of Fractional Shares
 SECTION 10.04 Conversion Rate
  Effective Date Additional Shares Stock Price
    53




---



##### 



Stock PriceEffective Date
    
    $31.25
    
    $43.44
    
    $50.00
    
    $60.00
    
    $70.00
    
    $80.00
    
    $90.00
    
    $100.00
    
    $110.00
    
    $120.00
    
    $130.00
    
    $140.00
    
    $150.00February 7, 2007
    
    
    8.9784
    
    
    
    4.8489
    
    
    
    3.6985
    
    
    
    2.5904
    
    
    
    1.9132
    
    
    
    1.4713
    
    
    
    1.1665
    
    
    
    0.9467
    
    
    
    0.7824
    
    
    
    0.6560
    
    
    
    0.5560
    
    
    
    0.4752
    
    
    
    0.4087January 15, 2008
    
    
    8.7084
    
    
    
    4.4753
    
    
    
    3.3328
    
    
    
    2.2633
    
    
    
    1.6321
    
    
    
    1.2334
    
    
    
    0.9656
    
    
    
    0.7767
    
    
    
    0.6383
    
    
    
    0.5331
    
    
    
    0.4511
    
    
    
    0.3852
    
    
    
    0.3312January 15, 2009
    
    
    8.3104
    
    
    
    3.9441
    
    
    
    2.8216
    
    
    
    1.8184
    
    
    
    1.2603
    
    
    
    0.9264
    
    
    
    0.7122
    
    
    
    0.5673
    
    
    
    0.4637
    
    
    
    0.3865
    
    
    
    0.3266
    
    
    
    0.2789
    
    
    
    0.2404January 15, 2010
    
    
    7.3614
    
    
    
    2.4604
    
    
    
    1.4202
    
    
    
    0.6795
    
    
    
    0.3801
    
    
    
    0.2481
    
    
    
    0.1824
    
    
    
    0.1445
    
    
    
    0.1194
    
    
    
    0.1013
    
    
    
    0.0876
    
    
    
    0.0762
    
    
    
    0.0665January 15, 2011
    
    
    7.2688
    
    
    
    2.2644
    
    
    
    1.2397
    
    
    
    0.5475
    
    
    
    0.2890
    
    
    
    0.1839
    
    
    
    0.1349
    
    
    
    0.1076
    
    
    
    0.0894
    
    
    
    0.0763
    
    
    
    0.0659
    
    
    
    0.0577
    
    
    
    0.0505January 15, 2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
      SECTION 10.05 Adjustment of Conversion Rate
  54




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##### 



55




---



##### 



provided
 Distributed Assets
  provided provided further
 56




---



##### 



Spin-Off
   Spin-Off Valuation
Period
 Trigger Event
 57




---



##### 



provided
  58




---



##### 



Expiration Time
 Purchased Shares
    Current Market Price, provided
  59




---



##### 



ex date
    Fair Market Value
 Record Date
 Trading Day Trading Day
  60




---



##### 



provided
  Determination Date
 61




---



##### 



Adjustment Event
       SECTION 10.06 Effect of Reclassification, Consolidation, Merger or Sale
 (a)
    
    any reclassification or change of the outstanding Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination),(b)
    
    any consolidation, merger or binding share exchange of the Company with or into
another Person, or(c)
    
    any sale, lease, transfer, conveyance or other disposition of all or
substantially all of the Companys assets and those of its Subsidiaries taken as a
whole to any other Person or Persons,
  62




---



##### 



Applicable
Consideration
   63




---



##### 



SECTION 10.07 Taxes on Shares Issued
 SECTION 10.08 Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock
    provided
 64




---



##### 



SECTION 10.09 Responsibility of Trustee
 SECTION 10.10 Notice to Holders Prior to Certain Actions
 (a)
    
    the Company shall declare a dividend (or any other distribution) on its Common
Stock that would require an adjustment in the Conversion Rate pursuant to Section
10.05; or(b)
    
    the Company shall authorize the granting to the holders of all or substantially
all of its Common Stock or rights or warrants to subscribe for or purchase any share of
any class or any other rights or warrants; or(c)
    
    of any reclassification or change of the Common Stock of the Company (other
than a subdivision or combination of its outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or of any
consolidation or merger or binding share exchange to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the sale,
lease, transfer, conveyance or other disposition of all or substantially all of the
assets of the Company and those of its Subsidiaries taken as a whole; or
 65




---



##### 



(d)
    
    of the voluntary or involuntary dissolution, liquidation or winding up of the
Company;
  SECTION 10.11 Stockholder Rights Plans
 SECTION 10.12 Settlement Upon Conversion Conversion Settlement Amount provided
 Daily Settlement Amount
   66




---



##### 



Daily Conversion Value
  SECTION 10.13 Conversion After a Public Acquirer Change of Control
   67




---



##### 



SECTION 10.14 Limitations on Foreign Ownership
 ARTICLE 11
 MISCELLANEOUS
 SECTION 11.01 Trust Indenture Act Controls
 68




---



##### 



SECTION 11.02 Notices
  
  
      SECTION 11.03 Communication by Debentureholders with Other Debentureholders
 69




---



##### 



SECTION 11.04 Certificate and Opinion as to Conditions Precedent
   SECTION 11.05 Statements Required in Certificate or Opinion
        SECTION 11.06 When Debentures Disregarded
 70




---



##### 



SECTION 11.07 Rules by Trustee, Paying Agent and Registrar
 SECTION 11.08 Legal Holidays Legal Holiday
 SECTION 11.09 Governing Law
 SECTION 11.10 No Interpretation of or by Other Agreements
 SECTION 11.11 Successors
 SECTION 11.12 Multiple Originals
 SECTION 11.13 Table of Contents; Headings
 SECTION 11.14 Indenture and Debentures Solely Corporate Obligations
 71




---



##### 



SECTION 11.15 Severability
 SECTION 11.16 Benefits of Indenture
 SECTION 11.17 Calculations
 Signature Page Follows
 72




---



##### 



TRICO MARINE SERVICES, INC., as IssuerBy:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee,By:Name:
    
    Patrick GiordanoTitle:
    
    Vice President, Senior RelationshipManager (Corporate Trust Services)




---



##### 



[FORM OF FACE OF DEBENTURE]
 [Global Debentures Legend]
   [Restricted Debentures Legend]
 SECURITIES ACT OF 1933
  COMPANY
 A-F-1




---



##### 



A-F-2




---



##### 



No.
    
    $
  
 [   ] 1  [, as revised by the
Schedule of Increases or Decreases in Global Debenture attached hereto,]
      TRICO MARINE SERVICES, INC.By:Name:Title:
  
 1
    
    Use the Schedule of Increases and Decreases
language if Debenture is in Global form.




---



##### 



TRUSTEES CERTIFICATE OFAUTHENTICATIONWELLS FARGO BANK, NATIONALASSOCIATION,as Trustee, certifies that this is
one of the Debentures referred to in the Indenture.By:Authorized Signatory




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##### 



[FORM OF REVERSE SIDE OF DEBENTURE]
  Interest
  Additional Interest
 Method of Payment
  Paying Agent and Registrar
  A-R-1




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Indenture
   Optional Redemption
   RedemptionPeriod
    
    PriceJanuary 15, 2012 through January 14, 2013
    
    
    100.8571
    %January 15, 2013 through January 14, 2014
    
    
    100.4286
    %After January 14, 2014
    
    
    100.0000
    %
 Notice of Redemption
  A-R-2




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Repurchase of Debentures at the Option of Debentureholders
    Conversion
  A-R-3




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A-R-4




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Denominations, Transfer, Exchange
  Persons Deemed Owners
  Unclaimed Money
  Amendment, Waiver
  Defaults and Remedies
  A-R-5




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Trustee Dealings with the Company
  Indenture and Debentures Solely Corporate Obligations
  Authentication
  Abbreviations
  GOVERNING LAW
  A-R-6




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CUSIP and ISIN Numbers
  Limitations on Foreign Ownership.
  The Company will furnish to any Holder of Debentures upon written request and without charge
to the Holder a copy of the Indenture.
 A-R-7




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CONVERSION NOTICE
   Dated:Signature(s)Signature(s) must be guaranteed by an eligibleguarantor institution meeting the requirements ofthe Registrar, which requirements includemembership or participation in the Security TransferAgent Medallion Program (STAMP) or such othersignature guarantee program as may bedetermined by the Registrar in addition to, or insubstitution for, STAMP, all in accordance with theSecurities Exchange Act of 1934, as amended.Signature Guarantee




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Please print name and address(Name)(Street Address)(City, State and Zip Code)Principal amount to be converted(if less than all):$Social Security or Other TaxpayerIdentification Number:




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REPURCHASE NOTICE
   Dated:Signature(s)




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ASSIGNMENT
 
  o
 o
 o
 o
 Unless one of the boxes is checked, the Trustee will refuse to register any of the Debentures
evidenced by this certificate in the name of any person other than the registered Holder thereof.




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Dated:Signature(s)Signature(s) must be guaranteed by an eligibleguarantor institution meeting the requirements of theRegistrar, which requirements include membership orparticipation in the Security Transfer AgentMedallion Program (STAMP) or such othersignature guarantee program as may be determinedby the Registrar in addition to, or in substitution for,STAMP, all in accordance with the SecuritiesExchange Act of 1934, as amended.Signature Guarantee




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SCHEDULE OF INCREASES AND DECREASES IN GLOBAL DEBENTURE *
  Amount of decrease in Principal
    
    Amount of increase in Principal
    
    Principal Amount of
    
    Signature of authorizedAmount of this Global
    
    Amount of this Global
    
    Debenture following such decrease
    
    signatory of Trustee or SecuritiesDate
    
    Debenture
    
    Debenture
    
    or increase
    
    Custodian
 
 *
    
    For Global Debentures only




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FORM OF RESTRICTIVE LEGEND FOR
COMMON STOCK ISSUED UPON CONVERSION 1
  
 1
    
    This legend should be included only if the
Security is a Transfer Restricted Security.