STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

Execution Copy

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:

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:

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.  

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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.

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(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