0001104659-07-062500.txt : 20070814 0001104659-07-062500.hdr.sgml : 20070814 20070814163558 ACCESSION NUMBER: 0001104659-07-062500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 GROUP MEMBERS: CHRISTEN SVEAAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRICO MARINE SERVICES INC CENTRAL INDEX KEY: 0000921549 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 721252405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49411 FILM NUMBER: 071055872 BUSINESS ADDRESS: STREET 1: 250 N AMERICAN COURT CITY: HOUMA STATE: LA ZIP: 70363 BUSINESS PHONE: 713 780 9926 MAIL ADDRESS: STREET 1: 3200 SOUTHWEST FREEWAY STREET 2: SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kistefos AS CENTRAL INDEX KEY: 0001321465 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STRANDEN 1, N-0250 CITY: OSLO STATE: Q8 ZIP: N-0250 BUSINESS PHONE: 011 47 23 11 70 00 MAIL ADDRESS: STREET 1: STRANDEN 1, N-0250 CITY: OSLO STATE: Q8 ZIP: N-0250 SC 13D/A 1 a07-21958_1sc13da.htm SC 13D/A

	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

Trico Marine Services, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

896106200

(CUSIP Number)

Frode Jensen, Esq.

Holland & Knight LLP

195 Broadway, 24th Floor

New York, NY 10007

212-513-3200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 10, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 896106200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kistefos AS

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Norway

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,961,250

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,961,250

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,961,250

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o NOT APPLICABLE

	13.	Percent of Class Represented by Amount in Row (11) 20.0%

	14.	Type of Reporting Person (See Instructions) CO, IV

CUSIP No. 896106200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Christen Sveaas

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Norway

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,961,250

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,961,250

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,961,250

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o NOT APPLICABLE

	13.	Percent of Class Represented by Amount in Row (11) 20.0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1. Security and Issuer

The title of the class of equity securities to which this statement relates is the common stock, par value $0.01 per share (the “Common Stock”), issued by Trico Marine Services, Inc., a Delaware corporation (the “Company”). The address of the principal executive office of the Company is 2401 Fountainview, Suite 290, Houston, Texas 77057.

Item 2. Identity and Background

(a) Name of Persons Filing (the “Reporting Persons”):

Kistefos AS (“Kistefos”)
Christen Sveaas

(b) Business address of Reporting Persons:

Stranden 1
N-0250 Oslo
Norway

(c) Christen Sveaas’ principal occupation is as the chairman and sole owner of Kistefos. Kistefos’ address is Stranden 1, N-0250 Oslo, Norway.

Kistefos is a privately owned investment company with a portfolio of listed and unlisted companies in the offshore services, shipping, property development and IT/telecommunications sectors.

(d) During the last five years, neither Christen Sveaas, Kistefos nor their affiliates has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither Christen Sveaas, Kistefos nor their affiliates were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship.

Christen Sveaas is a citizen of Norway.
Kistefos is a Norwegian aksjeselskap (stock company).

Item 3. Source and Amount of Funds or Other Consideration

Kistefos is the holder of the Common Stock to which this statement relates. The sole owner of Kistefos is Christen Sveaas.

Prior to March 15, 2005, Kistefos was the owner of $53,040,000 of the Company’s then outstanding $250 million 8-7/8% senior notes due 2012 (the “Notes”). Pursuant to a “pre-packaged” plan of reorganization of the Company under Chapter 11 of Title 11 of the United States Code, each holder of the Notes received on the “Effective Date”, in exchange for its total claim (including principal and interest), its pro rata portion of new common stock of the reorganized Company. The Effective Date occurred on March 15, 2005 and, as such, Kistefos became the owner of 2,121,600 shares of Common Stock on that date. The purchases of the Notes previously owned by Kistefos were funded with working capital.

On October 6, 2005, the Reporting Persons acquired 172,400 shares of Common Stock. The price per share was $26.6517 for a total purchase price of $4,594,753.08. The purchase was funded with working capital.

On October 19, 2005, the Reporting Persons acquired 200,000 shares of Common Stock in a public offering at the price of $24.00 per share. The purchase was funded with working capital.

During the period from October 20 through 24, 2005, the Reporting Persons acquired 356,894 shares of Common Stock through open market purchases. The prices ranged from $24.052 to $24.856 per share for a total amount of $8,695,680.79. The purchases were funded with working capital.

On February 1, 2007, the Reporting Persons acquired 141,380 shares of Common Stock through open market purchases. The price per share was $31.081 for a total purchase price of $4,394,231.70. On February 2, 2007, the Reporting Persons purchased an additional 7,726 shares of Common Stock through open market purchases. The price per share was $30.9952 for a total purchase price of $239,468.91. The purchases were funded with working capital.

Item 4. Purpose of Transaction

The Reporting Persons acquired and continue to hold the shares of Common Stock reported herein for investment purposes. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, the Reporting Persons may purchase additional securities of the Company in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the securities of the Company that they now own or hereafter may acquire on the open market or in private transactions. The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s common stock in particular, as well as other developments. On August 9, 2007, Kistefos agreed to sell up to $20 million in aggregate purchase price of the Common Stock held by it to the Company, as more fully described below and in Item 6.

On March 22, 2005, the Reporting Persons requested that the Company meet with the Reporting Persons. Subsequently, the Reporting Persons did meet with the Chairman of the Board of the Company.

On June 10, 2005, the Reporting Persons requested that the Company consider including two candidates of the Reporting Persons on the Company’s board of directors. Thereafter, and in connection with this request, the Reporting Persons have met with and had telephone discussions with certain other stockholders of the Company. However, at this time, the Reporting Persons do not have any agreements with other stockholders regarding their request.

On October 19, 2005, the Reporting Persons acquired 200,000 shares of Common Stock in a public offering at the price of $24.00 per share, or an aggregate amount of $4,800,000. Based upon 14,204,442 shares of Common Stock outstanding, the Reporting Persons owned 17.56% of the shares of Common Stock, or 2,494,000 shares. Such purchase was funded by working capital.

The Reporting Persons acquired 356,894 shares of Common Stock through open market purchases on October 20, 21 and 24, 2005 as set forth under Item 5 below. Based upon 14,638,103 shares of Common Stock outstanding, the Reporting Persons owned 19.48% of the shares of Common Stock, or 2,850,894 shares. Such purchases were funded by working capital.

On April 7, 2006, the Reporting Persons determined that they do not currently seek representation on the Company’s board of directors.

On June 13, 2006, Lars Erling Krogh, a representative of the Reporting Persons (the “Representative”), attended the annual meeting of the Company held in Houston, Texas (the “Annual Meeting”). The Representative made a statement to the Annual Meeting that the Company’s board of directors and management should actively review certain of its strategies in order to enhance shareholder value. The Representative stated that the Company should seek to strengthen its strategic market position by expanding its revenue base and by increasing its active fleet more rapidly through the acquisition of second hand tonnage or by building additional new vessels. The Representative also recommended that the Company should seek to optimize its financing structure. The Representative stated that the Company is net debt positive, and the Company will be generating significant free operating cash flow in 2006 and 2007. The Representative proposed that because there is significant surplus financial capacity in the Company, the board of directors should consider paying extraordinary dividends, buying back shares, and/or increasing market share through additional investments.

On February 1, 2007, the Reporting Persons acquired 141,380 shares of Common Stock through open market purchases. The price per share was $31.131 for a total purchase price of $4,401,300.78. On February 2, 2007, the Reporting Persons purchased an additional 7,726 shares of Common Stock through open market purchases. The price per share was $31.0452 for a total purchase price of $239,855.22. The purchases were funded with working capital.

On March 1, 2007, Mr. Åge Korsvold, the Chief Executive Officer of Kistefos, made the following statements during the Company’s fourth quarter 2006 earnings conference call:

“While we, as shareholders in Trico, appreciate the beneficial effects of strong markets for your share price, we nonetheless think there are reasons for concern about the future direction of Trico.

We have repeatedly claimed that, with minimal debt and a significant cash position, Trico has been overcapitalized. No one has refuted that.

We were accordingly very surprised when Trico issued its recent convert. First, the financing adds cash to an already overcapitalized Company. Management, in our view, is not looking after shareholder interests simply by getting low-coupon capital just because it is available. That capital has costs above and beyond the low coupon. Depending on how Trico’s share price moves, the convertible will be dilutive to current shareholders. Additionally, the conversion price is significantly below what we believe is the Net Asset Value of the Company.

We also question whether management is exploring all avenues for maximizing value. From sources in Norway, we have been told that you have received an offer to sell your North Sea fleet at a highly attractive price. You did not explore this opportunity to find out what this offer might mean to you.

We also have reason to believe that you did not take up the option you had associated to your newbuilding contract, in spite of the fact that you could have resold the option with a profit of at least USD 5-6 million.

Summing up, it is unclear to us what you wish to do with our company. If you wanted to invest, you have missed opportunities. If you wanted to divest, you have also missed opportunities. How can we trust that you will run the company in the best interest of all shareholders?

As we have discussed with you before, please consider one or more of the following actions:

Return cash to shareholders through a special dividend or buy back program of own shares. The Company has more than $16 per share of cash on its balance sheet.

Sell the company, in whole or in parts.

Sell the US operation in order to remove the Jones Act restrictions on marketability of Trico shares.

Last, but not least: If you believe that you have another strategy that will create better value for shareholders than the proposals above, communicate it in a comprehensible and credible manner so that shareholders can start to monitor your progress.”

On May 4, 2007, Mr. Korsvold delivered a letter to the Board of Directors of the Company reviewing its previous recommendations to the Company to enhance shareholder value and asking the Board to rescind the poison pill plan it put in place on April 9, 2007, a copy of which is filed as Exhibit 99.3 to this statement.

On July 30, 2007, the Board of Directors of the Company authorized a share repurchase program permitting the Company to repurchase up to $100 million in aggregate purchase price of shares (the “Shares”) of Common Stock from time to time in open market transactions, including block purchases, or in privately negotiated transactions on a discretionary basis as determined by the Company’s management (the “Repurchase Program”). The Reporting Persons agreed in principal with the Company at such time that Kistefos would participate in the Repurchase Program both to assure compliance with the federal law limiting foreign ownership of Trico common stock to 25% and in order to maintain its approximately 20.0% ownership interest in the Company. The terms of Kistefos’ participation in the program were subject to the parties’ entering into a definitive agreement.

On August 9, 2007, Kistefos and the Company entered into a stock purchase agreement dated as of such date (the “Stock Purchase Agreement”) in respect of purchases of Common Stock from Kistefos by the Company pursuant to the Repurchase Program. The terms and conditions of the Stock Purchase Agreement are summarized in Item 6 of this statement.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in Item 4 of Schedule 13D, but the Reporting Persons reserve the right to propose or undertake or participate in any such actions in the future.

Item 5. Interest in Securities of the Issuer

Kistefos is the owner of 2,961,250 shares of the Common Stock. These shares represent approximately 20.0% of the Common Stock computed in accordance with Rule 13d-3. Kistefos has shared voting and dispositive power with Christen Sveaas with respect to these shares.

Kistefos is directly owned 63.2% by Christen Sveaas, 32.3% by Svolder Holding AS, a Norwegian aksjeselskap (stock company), and 4.5% by an entity directly owned by Christen Sveaas. Mr. Sveaas indirectly owns Svolder Holding AS.

As the sole beneficial owner of Kistefos, Christen Sveaas is the beneficial owner of 2,961,250 shares of the Common Stock. These shares represent approximately 20.0% of the Common Stock computed in accordance with Rule 13d-3. Christen Sveaas has shared voting and dispositive power with Kistefos with respect to the shares it owns due to his ownership control of Kistefos.

The Reporting Persons acquired 172,400 shares of Common Stock on October 6, 2005 through open market purchases. The price per share was $26.6517.

The Reporting Persons acquired 200,000 shares of Common Stock in a public offering at the price of $24.00 per share on October 19, 2005.

The Reporting Persons acquired the following number of shares of Common Stock at the following prices through open market purchases on the dates set out below:

Date	No. of Shares	Price/Share		Aggregate Price
10/20/05	25,000	$	24.052	$	601,290.00
10/20/05	217,394	$	24.219	$	5,265,152.24
10/21/05	68,000	$	24.609	$	1,673,439.20
10/24/05	46,500	$	24.856	$	1,155,799.35

The Reporting Persons acquired 141,380 shares of Common Stock on February 1, 2007 through open market purchases. The price per share was $31.131. The Reporting Persons acquired an additional 7,726 shares of Common Stock on February 2, 2007 through open market purchases. The price per share was $31.0452.

The Reporting Persons disposed of the following number of shares of Common Stock at the following sale prices on the dates set out below pursuant to the Stock Purchase Agreement described in Item 6 of this statement:

Date	No. of Shares Sold	Price/Share		Aggregate Price		No. of Shares Beneficially Owned Following Transaction

08/09/07	21,250	$	30.4782	$	647,661.75	2,978,750
08/10/07	17,500	$	30.8166	$	539,290.50	2,961,250

The calculation of the percentages of beneficial ownership of the Common Stock set forth herein is based upon 14,755,394 shares of Common Stock which the Reporting Persons believe were outstanding on August 11, 2007. This amount is based on the 14,949,144 shares outstanding as of July 21, 2007, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, less the 193,750 shares believed by the Reporting Persons to have been purchased by the Company pursuant to the Repurchase Program since such date.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On July 30, 2007, Kistefos and the Company entered into an agreement in principle relating to the Repurchase Program described in Item 4 above.

On August 9, 2007, Kistefos and the Company entered into the Stock Purchase Agreement referred to in Item 4 above in respect of purchases of Common Stock from Kistefos by the Company pursuant to the Repurchase Program. The following summary of the terms and conditions of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 99.4 to this statement.

Under the Stock Purchase Agreement, from time to time and at the times specified in Stock Purchase Agreement, during the period beginning on August 9, 2007 and ending upon the earlier of (i) the date the Company has acquired from Kistefos Shares with an aggregate purchase price of $20 million, (ii) the date the Company publicly announces the termination or expiration of the Repurchase Program or (iii) the date on which Kistefos ceases to hold any Shares, the Company may purchase Shares from Kistefos (each, a “Purchase”), and Kistefos agrees to sell Shares to the Company, in the amounts, on the terms and subject to the conditions set forth in the Stock Purchase Agreement.

Notwithstanding the preceding sentence, if at any time during the Purchase Period Kistefos is engaged in a “distribution” of Common Stock (as such term is defined under Regulation M (“Regulation M”) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), then (x) Kistefos’ obligation to sell, and the Company’s right to purchase pursuant to the Stock Purchase Agreement shall be suspended during the applicable “restricted period” (as such term is defined in Regulation M) and (y) upon the termination of any such restricted period, the number of Shares that the Company may purchase shall be reduced as provided in the Stock Purchase Agreement.

Under the Stock Purchase Agreement, on any day that the Company shall have purchased Shares pursuant to the Repurchase Program (a “Trade Date”) from holders of Shares other than Kistefos (the “Other Purchases”), the Company may purchase from Kistefos that number of Shares which is equal to the number of Shares held by Kistefos which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date, Kistefos shall beneficially own no less than 20% of the shares of Common Stock based on the number of issued and outstanding shares of Common Stock set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “10-Q”), less the number of Shares previously purchased by the Company pursuant to the Repurchase Program.

Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Kistefos which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Kistefos shall beneficially own no less than the percentage of the shares of Common Stock that Kistefos beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock set forth in the 10-Q less the the number of Shares previously purchased by the Company pursuant to the Repurchase Program. The purchase price payable by the Company to Kistefos for Shares purchased in respect of any Trade Date shall be equal to the volume weighted average price for all Shares purchased in the Other Purchases on the applicable Trade Date.

Under the Stock Purchase Agreement, to the extent permitted by law, the Company has agreed to indemnify and hold harmless Kistefos and its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls Kistefos (each, an “Indemnified Party”), against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act of 1933, as amended, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any act by the Company in connection with any Purchase or Other Purchase, except for any losses, claims, damages or liabilities as may result from the willful misconduct, gross negligence or bad faith of Kistefos, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred.

Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1. An Agreement for Joint Filing pursuant to Rule 13d-1(k)(i) under the Exchange Act (incorporated by reference from the initial Schedule 13D filed by the Reporting Persons on March 25, 2005).

2. A power of attorney dated as of October 7, 2005 naming Frode Jensen, Esq. and Neal Beaton, Esq. as attorneys-in-fact for Kistefos AS and Christen Sveaas.

3. A letter dated May 4, 2007 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to the Board of Directors of the Company (incorporated by reference from Schedule 13D Amendment No. 11 filed by the Reporting Persons on May 4, 2007).

4. The stock purchase agreement dated as of August 9, 2007 between Kistefos and the Company.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, each of the undersigned persons certifies that the information set forth in this statement is true, complete and correct.

Dated: August 14, 2007	Kistefos AS
	By:	/s/ Frode Jensen
		Frode Jensen, Esq
		Attorney-in-fact for Kistefos AS

	Christen Sveaas
	By:		/s/ Frode Jensen
			Frode Jensen, Esq
			Attorney-in-fact for Cristen Sveaas

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.2 2 a07-21958_1ex99d2.htm EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

The undersigned, Kistefos AS, the principal business address of which is Stranden 1, N-0250 Oslo, Norway, and Christen Sveaas, the Chairman and Sole Owner of Kistefos AS, do hereby appoint Frode Jensen, Esq. or Neal Beaton, Esq., c/o Holland & Knight LLP, 195 Broadway, 24th Floor, New York, NY, 10007, as attorney-in-fact, to execute and cause to be filed or delivered, as required by Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, any number, as appropriate, of originals and copies of the Securities and Exchange Commission Schedule 13D or 13G, as the case may be, and Forms 3, 4 or 5, as the case may be, any amendments thereto, in respect of the shares of Trico Marine Services, Inc. common stock, par value $.01 per share, owned by the undersigned and generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as it could do if the undersigned were personally present.

	Signed as of the 7th day of October 2005.


	KISTEFOS AS

	By:	/s/ Christen Sveaas
		Name: Christen Sveaas
		Title: Chairman

	CHRISTEN SVEAAS

	/s/ Christen Sveaas
	Sole Owner of Kistefos AS

EX-99.4 3 a07-21958_1ex99d4.htm EX-99.4

Exhibit 99.4

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 9, 2007 by and between Trico Marine Services, Inc., a Delaware corporation (the “Company”), and Kistefos AS, a Norwegian aksjeselskap (stock company) (“Seller”).

RECITALS

A. On July 30, 2007, the Board of Directors of the Company authorized a share repurchase program permitting the Company to repurchase up to $100 million in aggregate purchase price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), from time to time in open market transactions, including block purchases, or in privately negotiated transactions on a discretionary basis as determined by the Company’s management (the “Repurchase Program”).

B. The Company is subject to the provisions of The Merchant Marine Act of 1920 (the “Jones Act”) pursuant to which, among other things, foreign persons (including Seller) may not hold in excess of 25% of the Company’s outstanding Common Stock. Seller currently owns approximately 20.0% of the Company’s outstanding Common Stock.

C. In order for the Company’s repurchases of Shares under the Repurchase Program not to result in a violation of the foreign ownership restrictions under the Jones Act, Seller is willing to sell to the Company, and the Company desires to purchase from Seller, up to $20.0 million in aggregate purchase price of its Shares from time to time in conjunction with the Repurchase Program and on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

1.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, from time to time and at the times specified in this Agreement, during the period beginning on the date of this Agreement and ending upon the earlier of (i) the date the Company has acquired from Seller Shares with an aggregate Purchase Price (as defined below) of $20.0 million, (ii) the date the Company publicly announces the termination or expiration of the Company’s Repurchase Program or (iii) the date on which the Seller ceases to hold any Shares (the “Purchase Period”), the Company may purchase Shares from Seller (each, a “Purchase”), and Seller shall sell Shares to the

Company, in the amounts, on the terms and subject to the conditions set forth in this Agreement. Notwithstanding the preceding sentence, if at any time during the Purchase Period Seller is engaged in a “distribution” of Common Stock (as such term is defined under Regulation M (“Regulation M”) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), then (x) Seller’s obligation to sell, and the Company’s right to Purchase pursuant to this Agreement shall be suspended during the applicable “restricted period” (as such term is defined in Regulation M) and (y) upon the termination of any such restricted period, the number of Shares that the Company may Purchase shall be adjusted pursuant to Section 1.2 below.

1.2 Notice of Purchase. No later than 5:00 p.m. New York City time on any day that the Company purchases Shares pursuant to the Repurchase Program during the Purchase Period (a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

1.3 Calculation of Purchase Price. The purchase price payable by the Company to Seller for Shares purchased in respect of any Trade Date shall be equal to the volume weighted average price for all Shares purchased in the Other Purchases on the applicable Trade Date (the “Purchase Price”).

1.4 Settlement of Purchase. Prior to 4:00 p.m. New York City time on the third business day following each Trade Date (each, a “Settlement Date”), (i) Seller shall direct Lazard Frères & Co. LLC (“Custodian”) to credit the Company’s account with the Shares through delivery by electronic book-entry at the Depository Trust Company and (ii) the Company shall remit by wire transfer the amount of funds equal to the Purchase Price for the Shares being purchased to the following account:

	To:	JP Morgan Chase
	ABA #:	021000021
	Account #:	140080102
	A/C Name:	Lazard Capital Markets LLC
	Ref:	Trico Marine Buy-Back

Custodian shall hold all such Shares and funds in escrow until the delivery of both and shall settle such purchase at 4:00 p.m. New York City time on the Settlement Date, with the Purchase Price being credited to the following account of Seller:

	Account:	6003.09.71631
	IBAN:	NO8260030971631
	Swift:	NDEANOKK

Upon delivery, such Shares shall be free and clear of any Liens (as defined below). Seller acknowledges that, following delivery of the Purchase Price, Seller shall have no further rights whatsoever with respect to the Shares other than as set forth in the final sentence of Section 1.2.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to the Company as of the date of this Agreement and as of each Settlement Date as follows:

2.1 Authority and Enforceability. Seller has full power, right and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Except for filings required pursuant to Sections 13(d) or 16 of the Exchange Act, and the rules promulgated thereunder, no permit, approval or consent of, or notification to any governmental or regulatory entity or any other person is necessary in connection with the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby.

2.2 Title to Shares. Seller is the sole record and a beneficial owner of its Shares, with good and marketable title that is free and clear of any liens, claims, charges, restrictions, options, preemptive rights, mortgages, agreements, hypothecations,

assessments, pledges, encumbrances, proxy, voting trust or security interests of any kind or nature whatsoever, except for restrictions imposed by applicable securities laws and regulations (collectively, “Liens”). Seller has the full legal right, power and authority to transfer full legal ownership of its Shares. Upon consummation of each transaction provided for in this Agreement in accordance with the terms hereof, the Company will acquire good and marketable title to the Shares sold by Seller, free and clear of any Liens whatsoever. There are no outstanding purchase agreements, options or other rights of any kind, entitling any person to purchase or acquire an interest in Seller’s Shares or restricting the transfer in accordance with this Agreement, except for restrictions imposed by applicable securities laws and regulations.

2.3 No Violation. None of the execution and delivery of this Agreement, the consummation of the transactions provided for herein or contemplated hereby, nor the fulfillment by Seller of the terms hereof will (with or without notice or passage of time or both) (i) conflict with or result in a breach of any provision of the organizational documents of Seller, (ii) result in the breach of any mortgage, note, contract or other agreement or obligation of any kind or nature by which Seller or Seller’s properties are bound, (iii) violate or conflict with any provisions of any applicable law, rule or regulation by which Seller or Seller’s properties are bound or (iv) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory entity to which Seller or Seller’s properties are bound.

2.4 Acknowledgments.

(a) Except as expressly set forth herein, Seller acknowledges that the Company has not made, and is not making, any representation or warranty as to the business, assets, properties, condition (financial or otherwise), risks, results of operations, prospects or any other aspect of the operations of the Company or its subsidiaries. Seller has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the transaction contemplated to be made hereunder. Seller has adequate information and has made its own independent investigation concerning the business, properties, condition (financial or otherwise), risks, results of operations and prospects of the Company and its subsidiaries taken as a whole to make an informed decision regarding the sale of Shares. In entering into this Agreement, Seller has relied solely upon its own investigation and analysis, and Seller acknowledges that, except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, neither the Company nor its representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Seller. Seller acknowledges that the Shares may be worth more or less than the Purchase Price, that the Company may enter into one or more transactions or related series of transactions, or otherwise operate its business in a fashion, that may increase the value of the Shares in excess of the Purchase Price and Seller hereby waives forever any claims or rights that he may have now or at any time in the future with respect to any such increase in value of the Shares.

(b) Seller acknowledges that the Company has no obligation to purchase any Shares from Seller unless and until the Company makes Other Purchases pursuant to the Repurchase Program during the Purchase Period, and then the Company shall only be obligated to purchase Shares from Seller as provided in Section 1.2.

(c) Seller acknowledges that (i) the Shares will be purchased pursuant to the Repurchase Program on a discretionary basis as determined by the Company’s management, subject to market conditions, applicable legal requirements, available cash on hand and other factors; (ii) the Repurchase Program does not include specific price targets or timetables and may be modified or suspended at any time and could be terminated prior to completion; (iii) the Repurchase Program is subject to compliance with federal law limiting foreign ownership of Shares; and (iv) repurchased Shares will be added to the Company’s treasury stock and may be used for employee benefit plans, future acquisitions or other corporate purposes.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Seller as of the date of this Agreement and as of each Settlement Date as follows:

3.1 Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 Authorization; Power. The Company has all requisite corporate power to enter into this Agreement, and to carry out and perform its obligations under the terms of this Agreement. All action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, has been taken. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions provided for herein or contemplated hereby, including all terms of the repurchase, have been approved by the Board.

3.3 No Violation. Neither the execution and delivery of this Agreement, the consummation of the transactions provided for herein or contemplated hereby, nor the fulfillment by the Company of the terms hereof will (with or without notice or passage of time or both) (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of the Company, (ii) violate or conflict with any provisions of any applicable law, rule or regulation by which the Company or the Company’s properties are bound or (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory entity to which the Company or the Company’s properties are bound.

3.4 Disclosure. The Company’s documents filed with the Commission

pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act on or before the date hereof, do not and on the date of any Purchase will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and any further documents filed during the Purchase Period will not, when filed with the Commission and on the date of any Purchase, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IV
MISCELLANEOUS

4.1 Indemnity. (a) To the extent permitted by law, the Company will indemnify and hold harmless the Seller and its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any act by the Company in connection with any Purchase or Other Purchase, except for any losses, claims, damages or liabilities as may result from the willful misconduct, gross negligence or bad faith of Seller, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred provided, however, that such indemnity shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company.

(b) Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Company under subsection (a) above, notify the Company of the commencement thereof. The failure to notify the Company within a reasonable time of the commencement of any such action shall relieve the Company from any liability that it may have under subsection (a) above to the extent that the Company has been prejudiced (including through the forfeiture of substantive rights or defenses) by such failure, provided that the failure to notify the Company shall not relieve the Company from any liability that it may have to an Indemnified Party otherwise than under subsection (a) above. In case any such action is brought against any Indemnified Party and it notifies the Company of the commencement thereof, the Company will be entitled to participate therein or to assume the defense thereof, and after notice from the Company to such Indemnified Party of its election so to assume the defense thereof, the Company will not be liable to such Indemnified Party under this Section 4.1 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Company shall not, without the prior written consent of the Indemnified Party, effect any settlement of any

pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party.

(c) The obligations of the Company under this Section 4.1 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls Seller within the meaning of the Securities Act.

4.2 Costs, Expenses and Taxes. The Company agrees to reimburse Seller (a) up to $25,000 of Seller’s costs and expenses reasonably incurred by it (including, without limitation, reasonable legal fees and expenses of Seller’s counsel), in connection with the negotiation, preparation, execution and delivery of this Agreement, (b) all reasonable costs and expenses of Seller (including, without limitation, reasonable counsel fees) in connection with any modification, supplement or waiver of any of the terms of this Agreement or the request from Seller of any consent hereunder and (c) all reasonable costs and expenses of Seller (including, without limitation, reasonable counsel fees) in connection with (i) any default by the Company under this Agreement and any enforcement or collection proceedings resulting therefrom and (ii) the enforcement of this Section 4.2.

4.3 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement.

4.4 Specific Performance. The parties acknowledge that it would be impossible to fix the amount of money damages caused by a breach of this Agreement by the other party, and, therefore, this Agreement may be enforced by specific performance. The parties hereby waive any defense that an action to enforce this Agreement by specific performance is inappropriate because of an adequate remedy at law, provided, however, that nothing in this Section 4.3 is intended to prohibit any party from bringing an action for money damages for breach of this Agreement (either in lieu of or in addition to an action for specific performance).

4.5 Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective personal representatives, heirs, successors and assigns of the parties hereto, whether so expressed or not. No party may assign either this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written approval of the other party.

4.6 Notices. All notices required to be given hereunder shall be in writing and shall be deemed to have been delivered and received if delivered personally or by documented courier or delivery service, transmitted by electronic mail or transmitted by

facsimile during normal business hours, when actually received by the party to whom notice is sent addressed to the appropriate party or parties, to the following listed persons at the addresses and facsimile numbers specified below, or to such other persons, addresses or facsimile numbers as a party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice:

If to Seller, to:

	Kistefos AS
	Stranden 1
	N-0250 Oslo
	Norway
	Attention:	Lars Erling Krogh
	Facsimile:	+47 23 11 70 02
	Email address:	lk@kistefos.no

With a copy of all Notices (as such term is defined in Section 1.2) to:

	Kistefos AS
	Stranden 1A
	N-0250 Oslo
	Norway
	Attention:	Lars Mårdalen
	Facsimile:	+47 23 11 70 02
	Email address:	lars.mardalen@kistefos.no

with a copy (which shall not constitute notice) of all notices (other than Notices as such term is defined in Section 1.2) to:

	Holland & Knight LLP
	195 Broadway, 24th Floor
	New York, New York 10007
	Attention:	Frode Jensen, Esq.
	Facsimile:	(212) 385-9010
	Email address:	frode.jensen@hklaw.com

If to the Company, to:

	Trico Marine Services, Inc.
	3200 Southwest Freeway, Suite 2950
	Houston, Texas 77027
	Attention:	Rishi A. Varma
	Facsimile:	(713) 780-0062
	Email address:	rvarma@tricomarine.com

with a copy to (which shall not constitute notice):

	Bartlit Beck Herman Palenchar & Scott LLP
	1899 Wynkoop
	Denver, Colorado 80202
	Attention:	James L. Palenchar
	Facsimile:	(303) 592-3140
	Email address:	james.palenchar@bartlit-beck.com

4.7 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

4.8 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of (a) any court of the State of Delaware in New Castle County and (b) the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any suit, action or other proceeding relating hereto either in United States District Court for the District of Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any court of the State of Delaware in New Castle County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 4.6 above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 4.8. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) any court of the State of Delaware in New Castle County or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.

4.9 Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

4.10 Amendment and Waiver. The parties may by mutual agreement amend this Agreement in any respect, and any party, as to such party, may (a) extend the time

for the performance of any of the obligations of the other party, (b) waive any inaccuracies in representations by the other party, (c) waive compliance by the other party with any of the agreements contained in this Agreement and performance of any obligations by such other party, and (d) waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. To be effective, any such amendment or waiver must be in writing, must refer to this Agreement, and be signed by the party against whom enforcement of the same is sought.

4.11 Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written.

4.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

4.13 No Inducement. The undersigned parties hereby represent and warrant that they have not been induced to agree to and execute this Agreement by any statement, act, or representation of any kind or character by anyone, except as contained herein. The parties further represent that each of them has fully reviewed this Agreement and has full knowledge of its terms, and each executes this Agreement of its own choice and free will, after having received the advice of their respective attorneys.

4.14 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or electronic mail) in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.

4.15 Dispute Resolution. If either party objects to the calculation of any Purchase Prices calculated pursuant to Section 1.3, then such objecting party may submit such objections to the other party at any time prior to 10 business days after the calendar quarter in which the Purchases were consummated. The parties shall attempt to resolve all such objections no later than 20 business days after the end of the calendar quarter in which such Purchases were consummated. If the parties do not resolve such dispute within 20 business days after the end of the applicable calendar quarter, then, no later than 2 business days after such 20 business day period, either party may submit such unresolved disputes to a firm of independent certified public accountants which shall be either Ernst & Young or Grant Thornton LLP (the “Accountant”). At any time after the execution of this Agreement, the Company, in its sole discretion, may notify Seller of the Company’s selection of either Ernst & Young or Grant Thornton LLP to serve as the Accountant pursuant to this Section 4.15, and the firm so selected by the Company shall serve as Accountant in any disputes under this Section 4.15. If such firm is unable or

unwilling to serve as the Accountant at any time in the future, then the Accountant shall be such other firm of independent certified public accountants of national stature mutually agreeable to the Company and Seller. If neither party has objected to any Purchase Prices within 10 business days after the end of a calendar quarter, then the Purchase Prices for Purchases during such calendar quarter shall be final and binding upon the parties. Each party may object to any or all Purchase Prices calculated during a calendar quarter, provided that such party submits all of its unresolved objections in no more than one submission to the Accountant with respect to Purchases during each calendar quarter. Accountant shall review the disputed calculations of Purchase Prices and, within 10 business days after submission of the objections, Accountant shall deliver a report to parties including Accountant’s calculation of the disputed Purchase Prices, and such calculation shall be final and binding upon the parties without further recourse or collateral attack. If the aggregate amount of any errors found by Accountant have resulted in an underpayment of Purchase Prices for Seller’s Shares, then the Company shall pay Seller an amount equal to such aggregate underpayment, and if the aggregate amount of any errors reported by Accountant have resulted in an overpayment of Purchase Prices for Seller’s Shares, then Seller shall pay to the Company an amount equal to such aggregate overpayment, in each case, as adjustments to the applicable Purchase Prices. The amount of any such payment shall bear interest from and including the applicable Settlement Date of the original applicable Purchases to the date of payment at a rate equal to 8% per annum, calculated daily on the basis of a year of 365 days. Any such payment shall be made at 4 p.m. New York City time 3 business days after Accountant’s delivery of its report, and such payment may be made by wire transfer to the Custodian’s account set forth in Section 1.4 for the benefit of the appropriate party, and the parties shall direct the Custodian to immediately distribute such funds to the appropriate party. The Company and Seller shall equally bear the fees and expenses of engaging such Accountant.

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The parties hereto have executed this Agreement as of the date first set forth above.

		SELLER:

		KISTEFOS AS

		/s/ Age Korsvold
		Name:	Age Korsvold
		Title:	Managing Director


		COMPANY:

		TRICO MARINE SERVICES, INC.

		/s/ Joseph S. Compofelice
		Name:	Joseph S. Compofelice
		Title:	Chairman and CEO