INTERCREDITOR AGREEMENT

Exhibit 10.6

EXECUTION COPY

INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT, dated as of May 12, 2009, and entered into by and among TRICO MARINE SERVICES, INC., a Delaware corporation (the “ Borrower ”), TRICO MARINE ASSETS, INC., a Delaware corporation (“ Trico Assets ”), as a Grantor (as hereinafter defined), TRICO MARINE OPERATORS, INC., a Louisiana corporation (“ Trico Operators ”, and together with the Borrower and Trico Assets, the “ Credit Parties ”), as a Grantor, each other Grantor from time to time party hereto, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“ Nordea ”), in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ First-Lien Collateral Agent ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Second-Lien Notes Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ Second-Lien Collateral Agent ”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

W I T N E S S E T H

          WHEREAS, the Borrower, Trico Assets, as a guarantor, and Trico Operators., as a guarantor, the First-Lien Lenders party thereto from time to time, and Nordea, as administrative agent for the First-Lien Lenders (in such capacity and together with any successors and assigns in such capacity, the “ First-Lien Administrative Agent ”), are party to that certain Amended and Restated Credit Agreement, dated as of August 29, 2008 (as amended, restated, supplemented, modified and/or Refinanced from time to time, the “ First-Lien Credit Agreement ”) providing for the making of revolving loans to the Borrower, and the issuance of, and participation in, letters of credit for the account of the Borrower, all as provided therein;

          WHEREAS, the Borrower is party to those certain Exchange Agreements, dated as of May 12, 2009, pursuant to which the Persons party thereto as investors (each an “ Investor ”) exchanged $$252,515,000 aggregate principal amount of 6.5% senior convertible debentures due 2028 for $202,812,000 initial aggregate principal amount of 8.125% Secured Convertible Debentures due 2013 (as amended, restated, supplemented, modified and/or Refinanced from time to time, the “ Second-Lien Notes ”), as well as cash and certain equity interests of the Borrower;

          WHEREAS, pursuant to that certain Indenture (as amended, restated, supplemented, or otherwise modified from time to time, the “ Second-Lien Notes Indenture ”), dated as of May 12, 2009, between the Borrower and Wells Fargo Bank, National Association, as Indenture Trustee (in such capacity, and together with any successors and assigns in such capacity, the “ Second-Lien Notes Trustee ”) the Borrower issued such Second-Lien Notes to the Investors (each such Investor and each Person to which Second-Lien Notes are issued pursuant to such Second-Lien Notes Indenture on or after then date thereof, a “ Debentureholder ”, and collectively, the “ Debentureholders ”);

          WHEREAS, the obligations of the Borrower and the other Grantors under the First-Lien Credit Documents, and all Hedging Agreements with one or more Hedging Creditors,

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are secured by the First-Lien Collateral pursuant to the terms of the First-Lien Security Documents;

          WHEREAS, the obligations of the Borrower and the other Grantors under the Second-Lien Notes Documents will be secured by the Second-Lien Collateral pursuant to the terms of the Second-Lien Security Documents;

          WHEREAS, the Borrower and the other Grantors may, from time to time, incur additional secured debt which the Borrower and the First-Lien Collateral Agent may agree may share a first-priority security interest in the Collateral in accordance with the First-Lien Credit Documents in existence at the time of such incurrence; and

          WHEREAS, the Second-Lien Noteholders have authorized and directed the Second-Lien Collateral Agent pursuant to the terms of the Second-Lien Notes Indenture to execute and deliver this Agreement and to enter into certain covenants contained herein on behalf of such Second-Lien Noteholders and other Second-Lien Creditors;

          NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          SECTION 1. Definitions .

          1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

          “ Agent ” means collectively, the First-Lien Collateral Agent and the Second-Lien Collateral Agent.

          “ Agreement ” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof.

          “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “ Bankruptcy Law ” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

          “ Borrower ” has the meaning set forth in the first paragraph of this Agreement.

          “ Business Day ” means any day except a Saturday, Sunday and any day which shall be in New York, New York a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close.

          “ Cap Amount ” has the meaning set forth in the definition of “First-Lien Obligations”.

          “ Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting First-Lien Collateral and/or Second-Lien Collateral.

          “ Comparable Second-Lien Security Document ” means, in relation to any Shared Collateral subject to any Lien created under any First-Lien Security Document, that Second-Lien Security Document which creates (or purports to create) a Lien on the same Shared Collateral, granted by the same Grantor.

          “ Credit Parties ” has the meaning set forth in the first paragraph of this Agreement.

          “ Creditors ” means, collectively, the First-Lien Creditors and the Second-Lien Creditors.

          “ Debentureholders ” has the meaning set forth in the recitals hereto.

          “ Defaulting Creditor ” has the meaning set forth in Section 5.8(d) hereof.

          “ Discharge of First-Lien Credit Agreement Obligations ” means, except to the extent otherwise provided in Section 5.7 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Credit Documents, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Documents, (b) payment in full in cash of all other First-Lien Obligations (other than Hedging Obligations and other than contingent indemnity obligations not yet due and payable) that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, reasonably satisfactory to the First-Lien Collateral Agent) of all letters of credit, if any, issued by any First-Lien Creditor under the First-Lien Credit Agreement and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

          “ Discharge of First-Lien Obligations ” means, except to the extent otherwise provided in Section 5.7 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Document, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Documents, (b) payment in full in cash of all other First-Lien Obligations (other than contingent indemnity obligations not yet due and payable) that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, reasonably satisfactory to the First-Lien Collateral Agent) of all letters of credit and Hedging Agreements issued or entered into, as the case may be, by any First-Lien

Creditor under a First-Lien Document and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

          “ Disposition ” has the meaning set forth in Section 5.1(a)(ii) hereof.

          “ Domestic Subsidiary ” shall mean, as to any Person, each Subsidiary of such Person that is organized under the laws of the United States, any state thereof or the District of Columbia.

          “ Eligible Purchaser ” has the meaning set forth in Section 5.8(a) hereof.

          “ Excluded Second-Lien Collateral ” means (i) the issued and outstanding equity interests in (x) Trico Marine Cayman L.P., a Cayman Islands limited partnership, owned, directly or indirectly, by the Borrower and (y) any entity that is, at any time, a subsidiary of Trico Marine Cayman L.P. (other than Trico Assets and Trico Operators to the extent that either of such entities becomes a subsidiary of Trico Marine Cayman L.P. after the date hereof), (ii) the deposit accounts maintained for the Credit Parties or the Borrower from time to time by or on behalf of the First-Lien Administrative Agent, and (iii) any cash collateral related to (but not limited to) Letters of Credit (as defined in the First-Lien Credit Agreement) or Interest Rate Protection Agreements (as defined in the First-Lien Credit Agreement) posted to secure First-Lien Obligations.

          “ First-Lien Administrative Agent ” has the meaning set forth in the recitals hereto.

          “ First-Lien Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any First-Lien Obligations pursuant to any First-Lien Security Document, including, without limitation, all Pledge and Security Agreement Collateral (as defined in the First-Lien Credit Agreement), all Earnings and Insurance Collateral (as defined in the First-Lien Credit Agreement), all Mortgaged Vessels (as defined in the First-Lien Credit Agreement), and all cash and cash equivalents at any time delivered as collateral under the First-Lien Credit Agreement.

          “ First-Lien Collateral Agent ” has the meaning provided in the first paragraph of this Agreement.

          “ First-Lien Credit Agreement ” has the meaning set forth in the recitals hereto.

          “ First-Lien Credit Documents ” means the First-Lien Credit Agreement and the other Credit Documents (as defined in the First-Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other First-Lien Obligation and any other document or instrument executed or delivered at any time in connection with any First-Lien Obligation (including any intercreditor or joinder agreement among holders of First-Lien Obligations but excluding Hedging Agreements), to the extent such are effective at the relevant time, as each may be amended, modified, restated, supplemented, replaced and/or Refinanced from time to time.

          “ First-Lien Creditors ” means, at any relevant time, the holders of First-Lien Obligations at such time, including, without limitation, the First-Lien Lenders, the Hedging Creditors, the First-Lien Collateral Agent, the First-Lien Administrative Agent and the other agents and arrangers under the First-Lien Credit Agreement.

          “ First-Lien Documents ” means and includes the First-Lien Credit Documents and the Hedging Agreements entered into with one or more Hedging Creditors.

          “ First-Lien Lenders ” means the “Lenders” under, and as defined in, the First-Lien Credit Agreement; provided that the term “First-Lien Lender” shall in any event also include each letter of credit issuer and each swingline lender under the First-Lien Credit Agreement.

          “ First-Lien Mortgages ” means a collective reference to each first-priority preferred mortgage, deed of trust and any other document or instrument under which any Lien on a vessel owned by any Grantor is granted to secure any First-Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

          “ First-Lien Obligations ” means, subject to the further provisions below, (i) all Obligations outstanding under the First-Lien Credit Agreement and the other First-Lien Credit Documents, and (ii) all Hedging Obligations. “ First-Lien Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First-Lien Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First-Lien Collateral Agent, the First-Lien Administrative Agent and the other First-Lien Creditors on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of each Grantor under each First-Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

          Notwithstanding the foregoing, if the Outstanding Amount is in excess of the greater of (x) $25,000,000 and (y) $35,000,000 less the amount of permanent reductions to the commitments and outstandings under the First-Lien Credit Agreement made after the date hereof (other than in connection with a Refinancing) (the “ Cap Amount ”), then only that portion of such Outstanding Amount equal to the Cap Amount shall be included in First-Lien Obligations and interest and reimbursement obligations and Hedging Obligations with respect to such Outstanding Amount shall only constitute First-Lien Obligations to the extent related to the portion of such Outstanding Amount included in the First-Lien Obligations.

          “ First-Lien Required Lenders ” means the “Required Lenders” under, and as defined in, the First-Lien Credit Agreement.

          “ First-Lien Security Agreement ” means the Amended and Restated Pledge and Security Agreement, dated as of August 29, 2008, among the Borrower, Trico Assets, Trico Operators, the other Grantors from time to time party thereto and the First-Lien Collateral Agent, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

          “ First-Lien Security Documents ” means the First-Lien Security Agreement, each Assignment of Insurances (as defined in the First-Lien Credit Agreement), each Assignment of Earnings (as defined in the First-Lien Credit Agreement), each First-Lien Mortgage encumbering a Vessel and any other agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any First-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

          “ Grantors ” means the Borrower and each Subsidiary of the Borrower that has executed and delivered, or may from time to time hereafter execute and deliver, a First-Lien Security Document or a Second-Lien Security Document.

          “ Hedging Agreements ” means and includes each Interest Rate Protection Agreement and each Other Hedging Agreement.

          “ Hedging Creditor ” means (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the First-Lien Credit Agreement for any reason) party to a Hedging Agreement with any Grantor and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above.

          “ Hedging Obligations ” means (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest and fees that accrue on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective Hedging Agreement, whether or not a claim for post-petition interest or fees is allowed in any such Insolvency or Liquidation Proceeding) of each Grantor owing to the Hedging Creditors, now existing or hereafter incurred under, arising out of or in connection with each Hedging Agreement (including all such obligations and indebtedness under any guarantee of any such Hedging Agreement to which each Grantor is a party) and (ii) the due performance and compliance by each Grantor with the terms, conditions and agreements of each Hedging Agreement.

          “ Indebtedness ” means and includes all Obligations that constitute “Indebtedness” within the meaning of the First-Lien Credit Agreement or the Second-Lien Notes Indenture.

          “ Insolvency or Liquidation Proceeding ” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any

Grantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

          “ Interest Rate Protection Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

          “ Investor ” has the meaning set forth in the recitals hereto.

          “ Lien ” means any mortgage, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security interest or agreement, or preferential payment of any kind or nature whatsoever (including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title or real property, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

          “ New Agent ” has the meaning set forth in Section 5.7 hereof.

          “ Nordea ” has the meaning set forth in the first paragraph of this Agreement.

          “ Obligations ” means any and all obligations (including guaranty obligations) with respect to the payment and performance of (a) any principal of or interest or premium on any indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including interest or premium that accrues on or after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest or premium is allowed in any such Insolvency or Liquidation Proceeding, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any indebtedness (including, without limitation, obligations incurred in connection with the retaking, holding, selling or otherwise disposing of or realizing on the Collateral), (c) any obligation to post cash collateral in respect of letters of credit or any other obligations, and (d) all performance obligations under the documentation governing any indebtedness.

          “ Original Collateral Vessels ” means each of M/V Big Blue River, the M/V Elm River, the M/V Kings River, the M/V Trico Mystic, the M/V Trico Moon, all of which are owned by Trico Assets.

          “ Other Hedging Agreement ” means any foreign exchange contracts, currency swap agreements, commodity hedging agreements or other similar arrangements designed to protect against fluctuation in currency values or commodity prices.

          “ Outstanding Amount ” means the sum of (1) Indebtedness for borrowed money constituting principal outstanding under the First-Lien Credit Agreement and the other First-Lien Credit Documents plus (2) the aggregate face amount of any outstanding letters of credit issued but not reimbursed under the First-Lien Credit Agreement.

          “ Person ” means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

          “ Pledged Collateral ” means any Collateral in the possession of the First-Lien Collateral Agent (or its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code or other applicable local law.

          “ Post-Petition Financing ” has the meaning set forth in Section 6.1 hereof.

          “ Priority Lien ” has the meaning set forth in Section 5.1(c) hereof.

          “ Recovery ” has the meaning set forth in Section 6.5 hereof.

          “ Refinance ” means, in respect of any indebtedness, to refinance, extend, renew, defease, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

          “ Remedial Action ” has the meaning set forth in Section 5.1(a)(i) hereof.

          “ Required First-Lien Creditors ” means (i) at all times prior to the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the First-Lien Required Lenders (or, to the extent required by the First-Lien Credit Agreement, each of the First-Lien Lenders), and (ii) at all times after the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the holders of at least the majority of the then outstanding Hedging Obligations (determined by the First-Lien Collateral Agent in such reasonable manner as is acceptable to it).

          “ Second-Lien Assignments of Charters ” means the second priority Assignments of Charters, dated as of May 12, 2009, among Trico Assets and the Second-Lien Collateral Agent, as the same may be amended, restated, supplemented, and/or modified from time to time.

          “ Second-Lien Assignments of Earnings ” means the second priority Assignments of Earnings, dated as of May 12, 2009, among Trico Assets and the Second-Lien Collateral Agent, as the same may be amended, restated, supplemented, and/or modified from time to time.

          “ Second-Lien Assignments of Insurance ” means the second priority Assignments of Insurance, dated as of May 12, 2009, among Trico Assets and the Second-Lien Collateral Agent, as the same may be amended, restated, supplemented, and/or modified from time to time.

          “ Second-Lien Collateral ” means each of the following assets of the Borrower or the Grantors with respect to which a Lien is granted (or purported to be granted) as security for the Second-Lien Obligations pursuant to any Second-Lien Notes Document: (i) each of the Vessels, (ii) insurance proceeds assigned by Trico Assets pursuant to Second-Lien Assignments of Insurance for each of the Vessels, (iii) earnings assigned by Trico Assets pursuant to Second-Lien Assignments of Earnings for each of the Vessels, (iv) charters assigned by Trico Assets pursuant to Second-Lien Assignments of Charters for each of the Vessels, (v) the Trico Supply Intercompany Loan Documentation, (vi) the issued and outstanding equity interests in (x) Trico

Assets and Trico Operators and (y) any other Domestic Subsidiary at any time owned, directly or indirectly, by the Borrower which owns, directly or indirectly, interests in Trico Assets or Trico Operators, and (vii) other than the Excluded Second-Lien Collateral, any other assets or property of any Grantor with respect to which a Lien is granted (or purported to be granted) as security for the Second-Lien Obligations (to the extent that such Collateral also constitutes First-Lien Collateral).

          “ Second-Lien Collateral Agent ” has the meaning set forth in the first paragraph of this Agreement.

          “ Second-Lien Creditors ” means, at any relevant time, the holders of Second-Lien Obligations at such time, including, without limitation, the Second-Lien Noteholders, the Second-Lien Collateral Agent, Second-Lien Notes Trustee and any other agents under the Second-Lien Notes Indenture.

          “ Second-Lien Mortgages ” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on a vessel owned by any Grantor is granted to secure any Second-Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

          “ Second-Lien Notes ” has the meaning set forth in the recitals hereto.

          “ Second-Lien Notes Documents ” means the Second-Lien Notes Indenture, the Second-Lien Pledge Agreement, the Second-Lien Notes Guaranty and each of the other agreements, documents and instruments providing for or evidencing any other Second-Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second-Lien Obligation, to the extent such are effective at the relevant time, as the same may be amended, restated, supplemented, modified and/or Refinanced from time to time.

          “ Second-Lien Notes Indenture ” has the meaning set forth in the recitals hereto.

          “ Second-Lien Notes Guaranty ” means the subordinated non-recourse guarantee issued by the Trico Assets and Trico Operators for the benefit of the holders of Second-Lien Notes as credit support for the Borrower’s obligations under the Second-Lien Notes Indenture

          “ Second-Lien Notes Trustee ” has the meaning set forth in the recitals hereto.

          “ Second-Lien Noteholders ” means the “Holders” under, and as defined in, the Second-Lien Notes Indenture.

          “ Second-Lien Obligations ” means all Obligations outstanding under the Second-Lien Notes Indenture and the other Second-Lien Notes Documents. “ Second-Lien Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) on or after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second-Lien Notes Document whether or not the claim for such interest is allowed as a claim in such

Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the Second-Lien Collateral Agent and the Second-Lien Creditors on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of each Grantor under each Second-Lien Notes Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

          “ Second-Lien Pledge Agreement ” means the Pledge Agreement, dated as of May 12, 2009, among the Borrower, the other Grantors from time to time party thereto and the Second-Lien Collateral Agent, as the same may be amended, restated, supplemented and/or modified from time to time.

          “ Second-Lien Security Documents ” means the Second-Lien Pledge Agreement, each Second-Lien Assignment of Insurance, each Second-Lien Assignment of Earnings, the Second-Lien Mortgages and any other agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Second-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, restated, supplemented and/or modified from time to time.

          “ Security Documents ” means, collectively, the First-Lien Security Documents and the Second-Lien Security Documents.

          “ Shared Collateral ” means each of the following assets of the Borrower or the Grantors with respect to which a Lien is granted (or purported to be granted) as security for (x) the First-Lien Obligations pursuant to any First-Lien Credit Document and (y) the Second-Lien Obligations pursuant to any Second-Lien Note Document: (i) each of the Vessels, (ii) insurance proceeds assigned by Trico Assets pursuant to Second-Lien Assignments of Insurance for each of the Vessels, (iii) earnings assigned by Trico Assets pursuant to Second-Lien Assignments of Earnings for each of the Vessels, (iv) charters assigned by Trico Assets pursuant to Second-Lien Assignments of Charters for each of the Vessels, (v) the Trico Supply Intercompany Loan Documentation, (vi) the issued and outstanding equity interests in (x) Trico Assets and Trico Operators and (y) any other Domestic Subsidiary at any time owned, directly or indirectly, by the Borrower which owns, directly or indirectly, interests in Trico Assets or Trico Operators, and (vii) other than the Excluded Second-Lien Collateral, any other assets or property of any Grantor with respect to which a Lien is granted (or purported to be granted) as security for both the First-Lien Obligations and the Second-Lien Obligations.

          “ Subsidiary ” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity (other than a corporation) in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

          “ Trico Assets ” has the meaning set forth in the first paragraph of this Agreement.

          “ Trico Operators ” has the meaning set forth in the first paragraph of this Agreement.

          “ Trico Supply ” means Trico Supply AS, a limited company organized under the laws of Norway.

          “ Trico Supply Intercompany Loan Documentation ” means that certain promissory note dated November 8, 2007 between Trico Supply and Trico Operators evidencing the loan from Trico Operators to Trico Supply in the initial principal amount of $194,000,000.

          “ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as from time to time in effect in any relevant jurisdiction.

          “ Vessels ” means (i) each of the Original Collateral Vessels and (ii) each of M/V Truckee River, the M/V Charles River, the M/V Powder River, the M/V Roe River, the M/V Stones River, the M/V Buffalo River, the M/V Elkhorn River, the M/V Wolf River, the M/V Southern River, the M/V Pecos River, the M/V Suwanee River, the M/V Ruby River, the M/V Cane River, the M/V Rain River, the M/V Miami River, the M/V Savannah River, the M/V Palma River, the M/V Oak River and the M/V Trinity River, in respect of which a mortgage shall be granted to the Agents by the Borrower or any of its Subsidiaries to secure the First-Lien Obligations and the Second-Lien Obligations.

          1.2 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC and (g) a reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder.

          SECTION 2. Priority of Liens .

          2.1 Subordination; Etc . (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, any other applicable law, this Agreement, the First-Lien Documents or the Second-Lien Notes Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Creditors or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First-Lien Obligations; and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien on the Collateral securing the Second-Lien Obligations pari passu with, or to give the Second-Lien Collateral Agent or Second-Lien Creditors any preference or priority relative to, any Lien on the Collateral securing the First-Lien Obligations. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor) and (ii) the grant of Liens securing payment and performance of the First-Lien Obligations and the grant of Liens securing payment and performance of the Second-Lien Obligations create two separate and distinct Liens with each such Lien securing only the corresponding Obligations.

          (b) The Second-Lien Collateral Agent hereby acknowledges on behalf of itself and the other Second-Lien Creditors that it shall not, at any time, have a Lien on the Excluded Second-Lien Collateral.

          2.2 Prohibition on Contesting Liens . Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Creditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Security Document or any Obligation thereunder, (ii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Security Documents with respect to the First-Lien Obligations or the Second-Lien Obligations or (iii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any other Security Document with respect to such Liens, mortgages, assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Agent or any Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations and the Second-Lien Obligations as provided in Section 2.1 hereof.

          2.3 No New Liens . (a) So long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not, and shall not permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second-Lien Obligation unless it has also granted or contemporaneously grants a Lien on such asset or property to secure the First-Lien Obligations and has taken all actions required to perfect such Liens. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Lien Collateral Agent and/or the other First-Lien Creditors, the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 hereof.

          (b) So long as the Discharge of Second-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not, and shall not permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any First-Lien Obligation unless it has also granted or contemporaneously grants a Lien on such asset or property (other than the Excluded Second-Lien Collateral) to secure the Second-Lien Obligations and has taken all actions required to perfect such Liens.

          2.4 Similar Liens and Agreements . The parties hereto agree that it is their intention that (i) the Second-Lien Collateral shall not be more expansive than the First-Lien Collateral and (ii) other than the Excluded Second-Lien Collateral, the First-Lien Collateral shall not be more expansive than the Second-Lien Collateral. In furtherance of the foregoing and of Section 8.9 hereof, each Agent and each Creditor agrees, subject to the other provisions of this Agreement:

          (i) upon the reasonable request by any Agent to the other Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in their respective Collateral (other than in the case of the First-Lien Collateral, the Excluded Second-Lien Collateral) and the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under the First-Lien Documents and the Second-Lien Notes Documents, respectively; and

          (ii) that the Second-Lien Security Documents creating Liens on the Shared Collateral shall be in all material respects the same forms of documents as the respective First-Lien Security Documents creating Liens on the Shared Collateral other than (A) with respect to the description of the Collateral, (B) with respect to the priority nature of the Liens created thereunder in such Collateral and (C) such other changes as shall be agreed between the parties thereto which make such Second-Lien Security Document less restrictive than the corresponding First-Lien Security Document.

          SECTION 3. Enforcement .

          3.1 Exercise of Remedies . (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and the other Second-Lien Creditors (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies with respect to any Shared Collateral (including any action of foreclosure, enforcement, collection or execution), (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor of any rights and remedies relating to the Shared Collateral, and (z) will not object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Shared Collateral without any consultation with, or the consent of, the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Shared Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Shared Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Shared Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Shared Collateral, the First-Lien Collateral Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

          (b) Subject to Sections 3.1(a)(i) and 5.5, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Shared Collateral or any proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral, unless and until the Discharge of

First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Shared Collateral is to hold a Lien on the Shared Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Notes Documents and applicable law.

          (c) The Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors.

          (d) The Second-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second-Lien Security Documents or any other Second-Lien Notes Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Collateral Agent or the other First-Lien Creditors with respect to the Collateral as set forth in this Agreement and the First-Lien Credit Documents.

          3.2 Actions Upon Breach . (a) If any Second-Lien Creditor, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Creditor may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

          (b) If any First-Lien Creditor, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Second-Lien Creditor may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

          SECTION 4. Payments.

          4.1 Application of Proceeds . So long as the Discharge of First-Lien Obligations has not occurred, any proceeds of any Collateral pursuant to the enforcement of any

Security Document or the exercise of any remedial provision thereunder, together with all other proceeds received by any Creditor (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any Collateral (or proceeds thereof) to the payment thereof or any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of any Grantor, shall be applied by the First-Lien Collateral Agent to the First-Lien Obligations in such order as specified in the relevant First-Lien Security Document. Upon the Discharge of First-Lien Obligations, the First-Lien Collateral Agent shall deliver to the Second-Lien Collateral Agent any proceeds of Shared Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second-Lien Collateral Agent to the Second-Lien Obligations in such order as specified in the Second-Lien Security Documents.

          4.2 Payments Over . Until such time as the Discharge of First-Lien Obligations has occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 hereof) (or, subject to Section 5.5, any distribution in respect of the Collateral, whether or not expressly characterized as such) received by the Second-Lien Collateral Agent or any other Second-Lien Creditors in connection with the exercise of any right or remedy (including setoff) relating to the Collateral or that is otherwise inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

          SECTION 5. Other Agreements.

          5.1 Releases.

          (a) If, in connection with:

               (i) the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange,