EIGHTH SUPPLEMENTAL

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1.

DEEPOCEAN SHIPPING III AS (formerly NORTH SEA COMMANDER SHIPPING AS ), registration no. 977 289 483, of Stoltenberggata 1, N-5527 Haugesund, Norway as borrower (the “ Borrower ”);

2.

THE BANKS AND FINANCIAL INSTITUTIONS listed in Exhibit 1 hereto as banks (together the “ Banks ”);

3.

NORDEA BANK NORGE ASA, org. no. 911 044 110, acting through its office at Middelthunsgt. 17, P. O. Box 1166 Sentrum, NO-0107 Oslo, Norway as agent (the “ Agent ”) on behalf of the Banks and the Swap Bank (as defined in the Loan Agreement).

A.

This Supplemental Agreement no. 8 is an addendum and supplemental to the payment guarantee facility and multicurrency loan agreement dated 22 October 2001 as amended by Supplemental Agreement no. 1 dated 21 January 2003, a Supplemental Agreement no. 2 dated 15 May 2003, a Supplemental Agreement no. 3A dated 25 March 2004, a Supplemental Agreement no. 3B dated 4 March 2008, a Supplemental Agreement no. 4 dated 20 June 2008, a Supplemental Agreement no. 5 dated 30 September 2008, a Supplemental Agreement no. 6 dated 30 October 2008 and a Supplemental Agreement no. 7 dated 26 November 2008 (the “ Loan Agreement ”) entered into between the Borrower, the Agent and the Banks, pursuant to which the Banks have agreed according to their several obligations to make available to the Borrower a secured drawing and long term financing for the acquisition of MV “Arbol Grande” (the “ Vessel ”) for an original amount not exceeding the equivalent amount of EUR 18,000,000 as later increased to EUR 23,250,000.

B.

Currently outstanding principal amount under the Loan Agreement is of the date hereof EUR 14,166,672 plus accrued interest.

C.

The Borrower has requested an extension of the Loan until 31 March 2010.

D.

The Borrower has also requested that the shares in the Borrower may be transferred to Trico Shipping AS.

1.

DEFINITIONS AND CONSTRUCTION

1.1

Defined expressions

Words and expressions defined in the Loan Agreement shall, unless otherwise defined herein, have the same meanings when used herein (including the preamble).

1.2

Definitions

In this Supplemental Agreement no. 8, unless the context otherwise requires:

means the date on which the Agent has received the documents and evidence specified in Clause 9 hereof in form and substance satisfactory to it.

1.3

Construction

In this Supplemental Agreement no. 8, unless the context otherwise requires:

2.

AGREEMENT AND CONSENT OF THE AGENT AND THE BANKS

2.1

Agreement and consent

Subject to the terms and conditions of this Supplemental Agreement no. 8, the Agent and the Banks agree with the Borrower to extend the Loan, that the shares in the Borrower may be transferred to Trico Shipping AS and to amend and supplement the Loan Agreement as set out herein. Such terms and conditions can be summarized, without limitation, as follows:

2.2

Effective Date

The amendments set out in this Supplemental Agreement no. 8 shall have effect from the Effective Date.

3.

AMENDMENTS TO CLAUSE 2 DEFINITIONS

3.1

Amendments to Clause 2 (Definitions)

The wording of the following definitions in Clause 2 (Definitions) shall be deleted and substituted with the following:

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 based on meeting the Consolidated Leverage Ratio as set forth herein (but in any event, such adjustments are not to be commenced prior to the delivery of financial statements delivered in respect of the fiscal quarter ending on 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

applicable

Level

Leverage Ratio

Margin

3

2.25

%

2

2.00

%

1

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 Supplemental Agreement no. 8 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.

3.2

New definitions in Clause 2 (Definitions)

The following new definitions shall be added to Clause 2 (Definitions) shall be deleted and substituted with the following:

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 generally accepted accounting principles as in effect in Norway 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 generally accepted accounting principles as in effect in Norway.

mean (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 Guarantor and the Borrower, or (iv) the 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.

means, for any period, Consolidated Net Income for such period, before deducting therefrom (i) consolidated interest expense of the Guarantor and its Subsidiaries 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 13.16 (Financial covenants — the Guarantor) 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.

shall mean, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness (but including, in any

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 Guarantor and its Subsidiaries on a consolidated basis as determined in accordance with generally accepted accounting principles as in effect in Norway.

means, as at any date of determination, the ratio of Consolidated Net Indebtedness as at such date to Consolidated EBITDA for the Test Period most recently ended or prior to such date.

means, for any period, the net income (or loss) of the Guarantor and its Subsidiaries 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 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.

shall mean, on any date, (i) Consolidated Indebtedness on such date minus (ii) unrestricted cash and cash equivalents of the Guarantor and its Subsidiaries on such date

mean, the Net Worth of the Guarantor and its Subsidiaries determined on a consolidated basis after appropriate deduction for any minority interests in Subsidiaries.

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 Supplemental Agreement no. 8 was signed by all parties thereto or entered into in connection with any acquisition or disposition of assets permitted by this 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.

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

of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest

means at any time the sum of the unrestricted cash and cash equivalents held by the Guarantor and its Subsidiaries at such time.

means an unconditional and irrevocable on demand guarantee in the maximum amount of EUR 20,000,000 dated on or about the date of the Supplemental Agreement no. 8, executed by the Guarantor in favour of the Agent guaranteeing the Borrower’s obligations pursuant to this Agreement.

means Trico Supply AS, registration no. 976 853 938, of Holmefjordvegen 1, N-6090 Fosnavåg, Norway.

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 b