[NAME OF JV COMPANY] SHAREHOLDERS AGREEMENT BY AND AMONG TRICO MARINE SERVICES (HONG KONG) LIMITED, CHINA OILFIELD SERVICES LIMITED AND [NAME OF JV COMPANY] Dated as of December 20, 2005 TABLE OF CONTENTS

EX-10.1 2 agreement.htm SHAREHOLDERS AGREEMENT Shareholders Agreement

EXHIBIT 10.1

EXECUTION COPY

[NAME OF JV COMPANY]

SHAREHOLDERS AGREEMENT

BY AND

AMONG

TRICO MARINE SERVICES (HONG KONG) LIMITED,

CHINA OILFIELD SERVICES LIMITED

AND

[NAME OF JV COMPANY]

Dated as of December 20, 2005

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INTERPRETATION....................................................... 1

1.1 DEFINITIONS....................................................................................................................... 1

1.2 INTERPRETATION................................................................................................................ 5

1.3 GOVERNING LANGUAGE. ................................................................................................... 6

ARTICLE II PURPOSE AND BUSINESS OF THE COMPANY.............................................. 6

2.1 PURPOSE ................................................................................................................................... 6

2.2 SCOPE OF BUSINESS............................................................................................................... 6

2.3 VESSEL BAREBOAT PRINCIPLES ......................................................................................... 7

ARTICLE III CAPITALIZATION;SUBSCRIPTION; CAPITAL CONTRIBUTIONS AND

TRANSFERS ....................................................................................................................................... 8

3.1 CAPITALIZATION; SUBSCRIPTION ........................................................................................ 8

3.2 CAPITAL CONTRIBUTIONS......................................................................................................... 8

3.3 FAILURE TO MAKE CAPITAL CONTRIBUTION ....................................................................... 9

3.4 SHARE CERTIFICATES .................................................................................................................... 9

3.5 PROJECT START-UP COSTS............................................................................................................ 9

3.6 PRIORITY SUBSCRIPTION RIGHTS.............................................................................................. 10

3.7 TRANSFER OF SHARES; RIGHT OF FIRST REFUSAL.............................................................. 10

3.8 BOARD APPROVAL OF TRANSFER.............................................................................................. 11

3.9 AFFILIATE TRANSFERS.................................................................................................................... 11

ARTICLE IV FINANCING........................................................................................................................... 11

ARTICLE V MANAGEMENT OF THE COMPANY............................................................................... 11

5.1 FORMATION AND CHARTER DOCUMENTS ................................................................................. 11

5.2 BOARD OF DIRECTORS; TERM AND VACANCIES ........................................................................ 11

5.3 MEETINGS AND AGENDA..................................................................................................................... 12

5.4 QUORUM.................................................................................................................................................... 12

5.5 POWER OF THE BOARD OF DIRECTORS............................................................................................ 12

5.6 MATTERS REQUIRING RESOLUTION BY UNANIMOUS VOTE ....................................................... 14

5.7 DUTIES OF DIRECTORS; CONFLICTS OF INTEREST......................................................................... 14

5.8 BOARD DISPUTES ..................................................................................................................................... 14

5.9 DELEGATION................................................................................................................................................. 15

5.10 COMPLIANCE............................................................................................................................................... 15

5.11 REMUNERATION ......................................................................................................................................... 15

5.12 INDEMNIFICATION ..................................................................................................................................... 15

5.13 SENIOR OFFICERS....................................................................................................... 16

ARTICLE VI SHAREHOLDER MEETINGS ...................................................................... 16

6.1 GENERAL MEETING .................................................................................................... 16

6.2 CALLING A GENERAL MEETING; AGENDA............................................................ 17

6.3 RELATED MATTERS .................................................................................................... 17

6.4 QUORUM FOR GENERAL MEETING.......................................................................... 17

6.5 VOTING GENERALLY ................................................................................................. 17

6.6 ORDINARY RESOLUTIONS ........................................................................................ 17

6.7 SPECIAL RESOLUTIONS ............................................................................................. 18

6.8 AUTHORIZATION OF DOCUMENTS.......................................................................... 18

ARTICLE VII SHAREHOLDERS’ UNDERTAKINGS....................................................... 18

7.1 COSL UNDERTAKINGS................................................................................................ 18

7.2 TRICO UNDERTAKINGS ............................................................................................. 19

7.3 COMPLIANCE WITH LAW........................................................................................... 19

7.4 COMPANY’S INDEMNITY OBLIGATION.................................................................. 19

7.5 TAX AND OTHER PREFERENCES.............................................................................. 20

7.6 PRESERVATION OF ECONOMIC BENEFITS ............................................................ 20

7.7 COSTS AND EXPENSES ............................................................................................... 20

ARTICLE VIII COVENANT NOT TO COMPETE ............................................................. 20

8.1 COMPETITION................................................................................................................ 20

8.2 SEPARATE AGREEMENT ............................................................................................ 21

ARTICLE IX REPRESENTATIONS AND WARRANTIES................................................ 22

(A) DUE ORGANIZATION AND EXISTENCE; CORPORATE POWER ........................ 22

(B) EXECUTION AND DELIVERY OF AGREEMENT..................................................... 22

9.2 TRICO VESSELS ............................................................................................................ 22

ARTICLE X PERSONNEL AND LABOR MANAGEMENT.............................................. 23

10.1 EMPLOYEES; HIRING ................................................................................................ 23

10.2 SENIOR MANAGEMENT ........................................................................................... 23

10.3 EXPATRIATE EMPLOYEES........................................................................................ 23

ARTICLE XI DIVIDENDS.................................................................................................... 23

11.1 DIVIDENDS................................................................................................................... 23

11.2 RESERVES .................................................................................................................... 23

11.3 PRIOR YEAR LOSSES.................................................................................................. 24

ARTICLE XII TAXATION.................................................................................................... 24

12.1 TAX MATTERS............................................................................................................. 24

ARTICLE XIII FINANCE, ACCOUNTING AND AUDITING .......................................... 24

13.1 BOOKS AND RECORDS.............................................................................................. 24

13.2 FISCAL YEAR............................................................................................................... 24

13.3 AUDITED ACCOUNTS; AUDITORS ......................................................................... 24

13.4 INTERIM ACCOUNTS ................................................................................................. 24

13.5 INSPECTION BY SHAREHOLDER-APPOINTED AUDITOR.................................. 24

13.6 BANK ACCOUNTS ...................................................................................................... 25

13.7 TAX MATTERS............................................................................................................. 25

ARTICLE XIV TERM AND TERMINATION..................................................................... 25

14.1 TERM; EFFECTIVENESS ............................................................................................ 25

14.2 PROJECT START-UP.................................................................................................... 25

14.3 TERMINATION............................................................................................................. 26

14.4 CONTINUED OPERATION ......................................................................................... 26

14.5 LIABILITY..................................................................................................................... 26

ARTICLE XV MANDATORY BUY-SELL.......................................................................... 27

15.1 REMEDIES .................................................................................................................... 27

15.2 NOTICE ......................................................................................................................... 27

15.3 MANDATORY OFFER................................................................................................. 27

15.4 FINANCING; TERMS .................................................................................................. 27

15.5 OFFEREE RESPONSE NOTICE .................................................................................. 27

15.6 BUY-SELL CLOSING................................................................................................... 28

15.7 BUY-SELL CLOSING DELIVERIES........................................................................... 28

15.8 DEFAULT OF PURCHASING PARTY ....................................................................... 28

ARTICLE XVI LIQUIDATION; BUYOUT RIGHT............................................................. 29

16.1 LIQUIDATION............................................................................................................... 29

16.2 LIQUIDATION COMMITTEE ..................................................................................... 29

16.3 BUYOUT RIGHT .......................................................................................................... 29

ARTICLE XVII INSURANCE............................................................................................... 29

ARTICLE XVIII DEFAULT.................................................................................................. 30

18.1 DEFAULT....................................................................................................................... 30

18.2 REMEDIES FOR DEFAULT........................................................................................ 30

ARTICLE XIX FORCE MAJEURE...................................................................................... 30

19.1 FORCE MAJEURE ....................................................................................................... 30

19.2 SUSPENSION OF OBLIGATIONS............................................................................... 30

iii

ARTICLE XX GOVERNING LAW; DISPUTE RESOLUTION.......................................... 31

20.1 GOVERNING LAW ...................................................................................................... 31

20.2 DISPUTE RESOLUTION.............................................................................................. 31

20.3 WAIVER OF SOVEREIGN IMMUNITY .................................................................... 32

ARTICLE XXI MISCELLANEOUS .................................................................................... 32

21.1 NOTICES........................................................................................................................ 32

21.2 CONFIDENTIALITY .................................................................................................... 33

21.3 ENTIRE CONTRACT; SUPERSEDING EFFECT; PRECEDENCE........................... 33

21.4 WAIVER; MODIFICATION......................................................................................... 34

21.5 HEADINGS.................................................................................................................... 34

21.6 BINDING EFFECT........................................................................................................ 34

21.7 SEVERABILITY............................................................................................................ 34

21.8 FURTHER ASSURANCES............................................................................................ 34

21.9 COUNTERPARTS......................................................................................................... 34

21.10 MUTUAL NEGOTIATION ........................................................................................ 34

21.11 REMEDIES CUMULATIVE....................................................................................... 34

21.12 CONSENTS; AUTHORIZATIONS............................................................................. 35

21.13 TIME OF THE ESSENCE ........................................................................................... 35

21.14 NO THIRD PARTY BENEFICIARY.......................................................................... 35

ANNEXES

ANNEX 1 Trico Vessels

ANNEX 2 Company Geographic Territory

ANNEX 3A COSL Bareboat Charters

ANNEX 3B Trico Bareboat Charters

ANNEX 4 Initial Board of Directors and Officers

ANNEX 5 BIMCO Model Form Bareboat Charter Agreement

ANNEX 6 Trico Vessel Specifications

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December

20, 2005, is by and among:

Trico Marine Services (Hong Kong) Limited, a limited liability company duly organized

and validly existing under the laws of Hong Kong and having its registered office at 18/F

Tung Ning Bldg, 249-253 Des Voeux Road, Central, Hong Kong (hereinafter referred to as

“Trico”);

China Oilfield Services Limited, a corporation duly organized and validly existing under

the laws of the PRC and having its registered office at 3-1516 Hebei Road, Haiyang new and

Hi-tech Development Zone, Tanggu, Tianjin 300451, PRC (“COSL”); and

[Name of JV Company], a limited liability company duly organized and validly existing

under the laws of the Hong Kong and having its registered office at _____ (the “Company”).

Each of Trico, COSL and the Company is hereinafter sometimes referred to individually as a

“Party”, and collectively, as the “Parties”.

RECITALS

WHEREAS, Trico possesses significant business know-how and experience in the

provision of marine support services to offshore petroleum operations;

WHEREAS, COSL possesses certain relationships necessary to develop the marine

support services business in and to and from the PRC;

WHEREAS, after conducting a joint feasibility study, COSL and Trico together are

desirous of forming the Company for the purpose of developing a joint venture marine

support services business in the Territory and will cause the Company to enter into

agreements with customers to provide the Services; and

WHEREAS, the Shareholders now desire to set forth their respective rights and

obligations in connection with the ownership and management of the Company and their

cooperation concerning the business of the Company and the provision of Services to

customers in the Territory.

NOW, THEREFORE, following friendly consultations on the basis of mutual benefit

and equality, and in consideration of the mutual covenants and agreements set forth herein

and for other good and valuable consideration, the receipt and sufficiency of which are

hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as

follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Definitions. As used in this Agreement (including the recitals hereto), the

following words and terms shall have the meanings ascribed to them below:

“Act” means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

“Affiliate” means, (i) in respect of COSL, any enterprise or other entity which,

directly or indirectly, controls, or is controlled by COSL; the term “control” meaning

ownership of more than fifty percent (50%) of the registered capital or voting stock (shares)

of, or the power to appoint a majority of the directors of the board of, an enterprise or other

entity and (ii) in respect of Trico, any company which, through ownership of voting stock

(shares) or otherwise, directly or indirectly, is controlled by, under common control with, or

in control of, Trico; the term “control” meaning ownership of more than fifty percent (50%)

or more of the voting stock (shares) of a company, or the power to appoint or elect a majority

of the directors of a company, or the power to direct the management of a company.

“Agreement” has the meaning given to that term in the introductory paragraph

hereto.

“Authority” means the government, legislative or regulatory body of Hong Kong or

any municipality or other political subdivision thereof or The Stock Exchange of Hong Kong

Limited, including any instrumentality, ministry, department, agency, court, authority,

corporation, commission, division, branch, office or industrial association under the direct or

indirect control of any such body, whose rulings and requirements have the force of law or

which are otherwise binding on the Company or a Party.

“Big 4” means, collectively, PriceWaterhouseCoopers, KPMG, Ernst & Young LLP,

and Deloitte & Touche.

“Board” means the board of directors of the Company.

“Breaching Shareholder” has the meaning given to that term in Section 18.1.

“Business Day” means any day other than a Saturday, Sunday or other day on which

banks in Hong Kong are required or authorized to be closed.

“Business Dispute” has the meaning given to that term in Section 5.8.

“Business Dispute Notice” has the meaning given to that term in Section 5.8.

“Buy-Sell Closing Date” has the meaning given to that term in Section 15.6.

“Buyout Right” means the right of any Party who is not in default pursuant to this

Agreement to purchase any other Party’s ownership rights, according to the procedure in

Section 16.3.

“Capital Contribution” has the meaning given to that term in Section 3.2.

“Chairman” means the duly elected chairman of the Board.

“China” or “PRC” means the People’s Republic of China or any political subdivision thereof other than Hong Kong.

“Claimant” has the meaning given to that term in Section 20.2.

“Closing Date” means the date on which COSL and Trico make their respective

Capital Contributions as provided in Section 3.2.

“Company” has the meaning given to that term in the introductory paragraph hereto.

“COSL” has the meaning given to that term in the introductory paragraph hereto.

“Director” means any director for the time being of the Company and where

appropriate, includes an alternate director.

“Dispute” means any dispute, controversy, claim, counterclaim, demand, cause of

action or other matter in question arising out of, relating to or in connection with this

Agreement, including the alleged breach hereof, or in any way relating to the subject matter

of this Agreement or the relationship among the Parties created by this Agreement.

“Encumbrances” means any mortgage, charge, lien, pledge, option, restriction, right

of first refusal, third party right or interest, or other encumbrance or security interest of any

kind.

“Force Majeure” means any event or circumstance outside the reasonable control of

a Party, including earthquake, typhoon, flood or other natural disaster, strike or war, but not

including acts or omissions of any Governmental Authority or any change of Law, which

occurs after the commencement of the term of the Company and prevents or hinders any

Party from entire or partial performance of its obligations hereunder.

“GAAP” means generally accepted accounting principles as are in effect from time to

time in the United States of America, including the official interpretations thereof as defined

by the Financial Accounting Standards Board, its predecessors and its successors, and applied

on a consistent basis both as to classification of items and amounts.

“General Shareholder Meeting” means any general meeting of Shareholders, being

either an annual general meeting or an extraordinary general meeting, conducted pursuant to

this Agreement, the Organizational Documents and the Act.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC or

any political subdivision thereof.

“Hong Kong GAAP” means generally accepted accounting principles as are in effect

from time to time in Hong Kong, including any official interpretations thereof, and applied on a consistent

basis both as to classification of items and amounts.

“HK Dollars” means the official currency of Hong Kong.

“ICC” has the meaning given to that term in Section 20.2.

“Interest Rate” means an interest rate that is equal to the lower of (a) the highest rate

permitted by applicable Law or (b) LIBOR plus two percent (2%).

“Law” means any constitution, statute, code, regulation, rule, injunction, judgment,

order, circular, decree, ruling, charge or other restriction of any applicable Authority.

“LIBOR” means the offered rate for U.S. dollar deposits, for a three-month period in

an amount that is nearest in amount to the amounts to which the Interest Rate applies quoted

on the day that is two Business Days prior to the date from which interest accrues with

respect to amounts owed hereunder, as such appears on Page 3750 of the Dow Jones Market

(Telerate) Service (or such other page as may replace Page 3750 on such service or such

service as may be nominated by the British Bankers' Association as the information vendor

for the purpose of displaying British Bankers' Association Settlement Rates for Dollar

deposits) as of 11:00 a.m. London time on such date.

“Liquidation Committee” has the meaning given to that term in Section 16.2.

“Loss” means any actually paid or payable claim, loss, cost, liability, expense,

damage, judgment, obligation, charge, fee, fine, penalty, costs, and expenses of litigation or

other dispute resolution (including court costs, bonds and other deposits required by any court of justice, arbitration tribunal or governmental authority, and attorney’s and expert’s fees or disbursements).

“Major Shareholder” means each of Trico and COSL.

“Material Adverse Effect” means any action or series of actions, or inaction, by a

Party that has had an adverse effect or effects on the assets, liabilities, operations, business

condition (financial or otherwise) or prospects of the Company which, individually or in the

aggregate, results or could reasonably be expected to result in a Loss to the Company or

diminution of greater than ten percent (10%) of the net asset value of the Company.

“Non-Breaching Shareholder” has the meaning given to that term in Section 18.1.

“Ordinary Shareholder Resolution” has the meaning given to that term in Section 6.6.

“Organizational Documents” means the Memorandum and Articles of Association

of the Company, including all amendments thereto.

“Party” or “Parties” has the meaning given to each such term in the introductory

paragraph hereto.

“Person” means any natural person, partnership, corporation, company, trust,

enterprise, governmental entity or other entity or association having separate legal

personality.

“Project Start-up Costs” means the costs and expenses incurred by the Shareholders

that are directly associated with the development and establishment of the Company,

including without limitation (i) costs incurred in connection with transporting the Trico

Vessels to locations in the Territory and in connection with dry docking, class inspection and

re-flagging of such vessels, (ii) legal consulting fees, (iii) financial consulting fees, (iv)

engineering consulting fees, (v) due diligence costs and expenses, and (vi) working group

operating expenses, such as office rent and equipment, travel, telecommunication costs,

salaries and other expenses.

“Project Start-up Team” has the meaning given to that term in Section 14.2.

“Respondent” has the meaning given to that term in Section 20.2.

“Rules” has the meaning given to that term in Section 20.2.

“Services” has the meaning given to that term in Section 2.2.

“Shareholders” means the Major Shareholders and any additional holders of Shares

of the Company made party to this Agreement.

“Shares” means the ordinary shares of the Company, as more fully described in

Section 3.1.

“Special Shareholder Resolution” has the meaning given to that term in Section 6.7.

“Territory” has the meaning given to that term in Section 2.1.

“Total Capital Contribution” has the meaning given to that term in Section 3.2.

“Tribunal” means the panel of three (3) arbitrators appointed pursuant to Section

20.2.

“Trico” has the meaning given to that term in the introductory paragraph hereto.

“Trico Vessels” means the 14 vessels listed on Annex 1.

“U.S. Dollars” means the official currency of the United States of America.

1.2 Interpretation. In this Agreement:

(a) all defined terms include the plural as well as the singular;

(b) words importing any gender include other genders;

“thereunder”, and comparable terms refer to the entire agreement with respect to

which such terms are used and not to any particular article, section or other

subdivision thereof;

(d) a reference to any Person or Party includes the successors and permitted

assigns of such Person or Party;

(e) references to laws, statutes or regulations include any amendment or

modification to such law, statute or regulation and are to be construed as including all

statutory or regulatory provisions consolidating, amending or replacing the law,

statute or regulation referred to;

(f) references to any document, instrument or agreement shall (i) include all

schedules, annexes, exhibits and other attachments thereto, (ii) include all documents,

instruments or agreements issued or executed in replacement thereof and (iii) except

where otherwise indicated, mean such document, instrument or agreement, or

replacement or predecessor thereto, as amended, modified and supplemented from

time to time and in effect at any given time;

(g) the words “include”, “includes” and “including” are not limiting and shall

mean “including without limitation”;

(h) references to “Articles” or “Sections” or “Annexes” are references to

articles or sections or annexes (as the case may be) of this Agreement, unless stated

otherwise;

(i) references to any Authority includes any Authority succeeding to the

functions and capabilities of an Authority; and

(j) any reference in this Agreement to a “day” is a calendar day and shall

include Saturdays, Sundays and holidays, except that if an obligation to be performed

under this Agreement falls due on a Saturday, Sunday or any other day which is not a

Business Day, the obligation shall be deemed due on the next occurring Business

Day. Any reference herein to a “month” is a calendar month (in accordance with the

Gregorian calendar).

1.3 Governing Language. The governing language of this Agreement shall be the

English language. All notices, correspondence, information, literature, data, manuals,

procedures and other documents required under this Agreement shall be in the English

language and the Chinese language, provided that in the event of any discrepancy between

them, the English language version shall prevail.

ARTICLE II

PURPOSE AND BUSINESS OF THE COMPANY

2.1 Purpose. The Company shall be engaged primarily in the development and

provision of international marine support services for the oil and gas industry in the countries

listed on Annex 2 (the “Territory”) and to facilitate and enhance the technological and

economic cooperation between the Major Shareholders so as to achieve the expected

economic benefits and targets of the Major Shareholders.

2.2 Scope of Business. The scope of business of the Company shall include the

following services (the “Services”):

(a) to provide marine support services for the oil and gas industry in the

Territory for offshore exploration, production, construction and pipeline projects,

including marine transportation of drilling materials, supplies and crews, and support

for the construction, installation, maintenance and removal of offshore facilities;

(b) to provide marine support services for deepwater remotely operated

vehicle (“ROV”) and remote intervention support services and pre-set mooring and

deepwater anchor deployment;

lightweight global positioning system receiver activities; fiber optic cable installation,

cable plough and burial ROV operations, and installation and post-lay burial standby

and system maintenance; and

(d) to conduct any other business and activities permitted under applicable

Hong Kong Law to achieve the business purposes of the Company, as defined by the

Board from time to time.

2.3 Vessel Bareboat Principles. The Parties agree and acknowledge that during

the start-up period of the Company’s business, it is in the interest of the Company for certain

Trico Vessels to be engaged under bareboat charter arrangements. To this end and without

prejudice to the restrictions on the Territory of the Company set forth in Section 2.1, Trico

and COSL shall enter into bareboat charter contracts with the Company in respect of one or

more of the Trico Vessels as provided in Sections 2.3(a) and 2.3(a) below; provided,

however, that such charters shall be, in respect of Trico, only for operations conducted

outside the Territory, and, in respect of COSL, only for operations conducted in the PRC, in

each case unless the Party receives the approval of the majority of the Board. The Parties

further acknowledge that Trico has entered into long-term charter contracts with third-party

charterers in respect of certain of the Trico Vessels, and that such charter contracts will

remain in effect until the primary term and any charterer-elected contractual option periods

have expired.

(a) COSL Charters within the PRC. COSL shall enter into bareboat charter

arrangements with the Company in respect of the Trico Vessels indicated on

Annex 3(A) for operations conducted in the PRC, such bareboat charters to

commence on the first day that such Trico Vessels are available to COSL for

operations in the PRC market and to terminate on the later of (i) the end of any

existing charter contract term for such vessel (including any applicable

charterer-elected contractual option periods); and (ii) the bareboat end of term

date specified with respect to such vessel on Annex 3(A). All such bareboat

charter arrangements shall be based on the BIMCO Model Form Bareboat

Charter Agreement attached as Annex 5 hereto and shall include pricing terms

as set forth on Annex 3(A).

(b) Trico Charters Outside of the Territory. Trico shall enter into bareboat

charter arrangements with the Company in respect of the Trico Vessels

indicated on Annex 3(B) for operations to be conducted outside of the

Territory, such bareboat charters to commence on the first day that ownership

and title of such Trico Vessels legally transfers to the Company and to

terminate on the later of (i) the end of any existing charter contract term for

such vessel (including any applicable charterer-elected contractual option

periods); and (ii) the bareboat end of term date specified with respect to such

vessel on Annex 3(B). Notwithstanding the foregoing, Trico shall have the

right to extend such bareboat charters through December 31, 2006. If Trico

elects to extend any applicable charter contract beyond June 30, 2006, Trico

shall provide notice to the Company within 10 days thereof and acknowledge

that the applicable charter contract shall expire as of December 31, 2006. The

Parties agree that the charter rate for any such extension period shall be agreed

between Trico and the Company and that in any case such charter rate shall not

exceed 125% of the bareboat rate set forth on Annex 3(B). All such charter

contracts shall be based on the BIMCO Model Form Bareboat Charter

Agreement attached as Annex 5 hereto and shall include pricing terms as set

forth on Annex 3(B).

ARTICLE III

CAPITALIZATION;SUBSCRIPTION; CAPITAL CONTRIBUTIONS AND

TRANSFERS

3.1 Capitalization; Subscription. The total authorized capital of the Company

as of the date hereof is HK$1,000,000, divided into one million (1,000,000) ordinary

shares(“Shares”), each Share having a par value of HK$1.00. Each of the Shares shall have

the same voting and other rights and privileges, except as otherwise specified in this

Agreement and the Organizational Documents. COSL shall subscribe for five hundred

thousand (500,000) Shares, representing 50% of the issued and outstanding Shares, and Trico

shall subscribe for five hundred thousand (500,000) Shares, representing 50% of the issued

and outstanding Shares, in consideration of their respective Capital Contributions on the

Closing Date.

3.2 Capital Contributions.

(a) The total amount of Capital Contributions of the Company shall initially

be forty-one million U.S. Dollars (US$41,000,000) (such amount, the “Total Capital

Contribution”), which shall include US$38,000,000 in fixed assets and

US$3,000,000 in working capital. The Total Capital Contribution shall comprise the

following Capital Contributions (each a “Capital Contribution”) by each of the

Major Shareholders:

(i) COSL Contribution. As consideration for its Shares,

COSL shall on the Closing Date make its Capital Contribution in

immediately available funds in the amount of twenty million five

hundred thousand US Dollars (US$20,500,000).

(ii) Trico Contribution. As consideration for its Shares,

on the Closing Date, Trico shall make its Capital Contribution in kind

in the amount of twenty million five hundred thousand U.S. Dollars

(US$20,500,000) by contributing and assigning to the Company (either

directly or effectively by contract) all of its rights, title and interest in

the Trico Vessels, which shall include all vessel spares parts assigned

to such vessels as of the Closing Date. The Parties agree and

acknowledge that the total value of the Trico Vessels is deemed to be

thirty-eight million US Dollars (US$38,000,000). Accordingly, the

Parties agree that, in addition to its Shares, Trico shall receive on the

Closing Date immediately available funds from the Company in the

amount of seventeen million five hundred thousand US Dollars

(US$17,500,000) in exchange for its contribution of the Trico Vessels,

such amount constituting the difference between the value of the Trico

Vessels and Trico’s Capital Contribution.

(iii) Closing Date. The Closing Date shall occur on the

date that is mutually agreed by COSL and Trico; provided, however,

that in no event shall the Closing Date occur more than forty-five (45)

days after the execution of this Agreement.

3.3 Failure to Make Capital Contribution.

(a) In the event that a Major Shareholder fails to make its Capital Contribution or

any part thereof within the time period stipulated herein, such Major Shareholder shall be

liable to pay interest to the other non-defaulting Major Shareholder on the amount of its

Capital Contribution or any relevant part thereof. Interest shall accrue at the Interest Rate

from the date such Capital Contribution is due until the date such Capital Contribution is

actually paid into the Company. If the Capital Contribution of a Major Shareholder remains

outstanding (in part or in whole) ten (10) Business Days after the date specified for such

Capital Contribution, the other non-defaulting Major Shareholder shall have the right to

terminate this Agreement in accordance with the terms of this Agreement.

(b) In the event that a Major Shareholder fails to make its Capital Contribution in

full within the time period stipulated herein for any reason, including its inability to timely

secure any required PRC government approvals, the other non-defaulting Major Shareholder

shall have the right to terminate this Agreement in accordance with the terms of this

Agreement; provided, however, that if the defaulting Major Shareholder provides prior

written notice to the non-defaulting Shareholder of its desire to extend the time period, the

non-defaulting Shareholder may at its discretion elect to extend the time period for a mutually

agreed period, such extension to be without prejudice to any of the non-defaulting

Shareholder’s rights under this Agreement.

3.4 Share Certificates. After each Major Shareholder has made its own Capital

Contribution, the Company shall issue a share certificate to such Major Shareholder

representing the Shares, which share certificate shall bear the following legend in English:

“THE TRANSFER OR ENCUMBRANCE IN ANY MANNER OF THE SHARES

REPRESENTED BY THIS SHARE CERTIFICATE IS RESTRICTED BY AND SUBJECT TO

THE PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE

COMPANY, AS WELL AS THAT CERTAIN SHAREHOLDERS AGREEMENT, DATED AS

OF DECEMBER 20, 2005, COPIES OF ALL OF WHICH MAY BE REVIEWED AT THE

COMPANY’S HEAD OFFICE DURING BUSINESS HOURS.”

The share certificates issued to the Major Shareholders will be conclusive evidence of

full provision of the Capital Contribution made by each Major Shareholder. In case of loss or

damage of the share certificate, the affected Major Shareholder shall immediately notify the

Board of such loss or damage, and simultaneously apply for the issuance of a new

replacement share certificate.

3.5 Project Start-up Costs. All Project Start-up Costs incurred by any of the

Major Shareholders from the date of execution of this Agreement shall be capitalized and

treated as part of the Company start-up costs upon approval of the Directors at the inaugural

meeting of the Board. Upon execution of this Agreement, the Major Shareholders shall each

contribute funds into an expense account in order to fund Project Start-up Costs incurred after

the execution of this Agreement in accordance with a budget to be proposed by the Project

Start-up Team. All Project Start-up Costs shall be borne by the Major Shareholders in proportion

to their respective percentage ownership interest in the Company, and the consent

of the Project Start-up Team shall be required in order to pay Project Start-up Costs from

such jointly administered expense account.

3.6 Priority Subscription Rights. In the event the Board decides to increase the

authorized and issued share capital of the Company above the amount set forth in Section 3.1

above, including pursuant to an issuance of Shares, options or warrants for Shares, or other

instruments convertible into equity of the Company, then each Major Shareholder shall,

during the period established by the duly adopted resolution of the Shareholders authorizing

the issuance of such Shares, have the right, but not the obligation, to subscribe for any such

Shares, options, warrants or other instruments, pro rata based on such Major Shareholder’s

ownership percentage of the then issued and outstanding Shares. The Parties agree that the

Board will not have the power to increase the authorized capital of the Company, nor to

require any additional investment in the Company by the Major Shareholders, until after

payment in full has been made by each Major Shareholder of its undertaken Capital

Contribution as set forth in Section 3.2.

In the event the Board decides to increase the authorized and issued share capital of

the Company and a Major Shareholder fails to subscribe or pay for the pro rata portion of the

Shares to which it is entitled during such period, that Major Shareholder shall notify the

Board in writing of its intention not to participate in such increase within thirty (30) days

after the Board has notified the Major Shareholders of its decision to increase the authorized

and issued share capital of the Company. In such event the Major Shareholder who elected to

exercise its right shall have the right to purchase the unsubscribed or unpaid portion. In that

case, after the authorized and issued share capital of the Company has been increased, the

percentage interest of the Shareholders set forth in Section 3.1 shall be adjusted accordingly.

3.7 Transfer of Shares; Right of First Refusal. When a Shareholder intends to assign,

sell, transfer, alienate or dispose of all or any of its Shares (a “Transferring

Shareholder”), it shall deliver to the Company and the other Shareholders written notice (an

“Offer Notice”) thereof setting forth (i) the name of the transferee, (ii) the number of Shares

to be transferred (the “Offered Shares”), and (iii) the transfer price. The Major Shareholders

shall have a right of first refusal exercisable in writing within ninety (90) days of the receipt

of such notice, to purchase the Offered Shares at a price and on terms and conditions no less

favorable than those offered to such third party. If the Major Shareholders fail to exercise

their right to acquire the Offered Shares within ninety (90) days after the date of the

Transferring Shareholder’s Offer Notice, then, subject to Section 3.8 below, such Major

Shareholder(s) shall be deemed to have given its consent to such transfer and the Transferring

Shareholder shall be free to assign, sell, transfer, alienate or dispose of the Offered Shares to

the third party, subject to the following:

(a) such transfer is valid under the laws of Hong Kong;

(b) the Transferring Shareholder shall provide the Major Shareholders with a

copy of the executed written transfer agreement, which shall provide that the

transferee shall assume all the rights and obligations of the Transferring Shareholder

under this Agreement; and

Agreement or other contracts or agreements shall be materially and adversely

interrupted by any such sale or other transfer of such interest.

If the Major Shareholders exercise their right to acquire the Offered Shares within such

thirty-day period, then, subject to Section 3.8, the Transferring Shareholder shall sell the

Offered Shares to the Major Shareholders exercising its rights on the terms set forth in the Offer Notice.

3.8 Board Approval of Transfer. No Shareholder shall assign, sell, transfer,

alienate or dispose of all or any of its Shares to a third party without the unanimous consent

of the Board. Each the Major Shareholder agrees to direct its representatives on the Board to

consent to any transfer that satisfies the provisions set forth in Section 3.7. Further, no

Shareholder shall pledge, hypothecate or encumber its Shares, either voluntarily or

involuntarily, without the express written consent of the other Party.

3.9 Affiliate Transfers. Notwithstanding the provisions of Section 3.7 and

Section 3.8, a Shareholder may assign all or some of its Shares to an Affiliate; provided that

the assigning Shareholder shall remain liable in the event the transferee fails to perform its

obligations under this Agreement, and the non-assigning Shareholders hereby waive their

pre-emptive rights of purchase in such event and hereby provide their consent to such

assignment. The non-assigning Shareholder hereby covenants that it will comply with all

reasonable requests of the Transferring Shareholder to effect the assignment to an Affiliate,

including instructing its Directors to sign a Board resolution approving the assignment,

executing an amendment contract whereby the Affiliate becomes a party to this Agreement as

a Shareholder and other acts required by Hong Kong Law.

ARTICLE IV FINANCING

The Company’s future additional financing will be obtained by utilizing funds

through loans from financial institutions or other sources to be entered into on reasonable

commercial terms. No Shareholder shall be required to provide any guarantee, indemnity or

security for the borrowings of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

5.1 Formation and Charter Documents. The Company shall exist and operate

pursuant to the terms of the Organizational Documents, this Agreement and applicable Law.

The Board is the highest authority of the Company, and business and affairs of the Company

shall be exercised by or under the authority of the Board as provided herein.

5.2 Board of Directors; Term and Vacancies. The Company shall be governed

by a Board composed of six (6) directors, of which the Shareholders agree three (3) shall be

nominated by COSL and three (3) by Trico. The Directors shall be elected by the

Shareholders for a term of office of three (3) years. A Director whose term of office expires

may be re-elected. Should any casual vacancy occur in the membership of the Board, the

Board shall appoint the person nominated by the Shareholder that nominated the Director

whose departure created such vacancy. Within 30 days following the end of the term of office

for the initial Chairman (and thereafter for each successor Chairman), the Shareholders shall

discuss and agree upon a successor Chairman, who shall be elected from one of the Directors.

The initial Board members and Chairman are listed on Annex 4. Each Shareholder may

replace one or more Directors appointed by it at any time upon written notice to the other

Parties of such appointment or replacement.

5.3 Meetings and Agenda. The Board shall convene at least four (4) meetings

every year and may meet from time to time, as may be convened by the Chairman or by the

majority of Directors. Following the inaugural meeting of the Board, the first meeting each

year shall be held within two (2) months after the end of each preceding fiscal year.

Additionally, the Board shall meet on an annual basis to discuss the desirability and

feasibility of expanding the Company’s business into additional markets.

Board meetings shall be held at the Company’s principal office in Hong Kong or at

such other location as may be agreed by the Board and shall be presided over by the

Chairman. Board meetings may also be convened by teleconference; provided, however, that

at least one Board meeting each year shall be held in person. In lieu of a meeting of the

Board, the Board may adopt resolutions by written consent provided such resolution is sent to

all directors and affirmatively signed by all of the Directors. Such resolution shall become

effective on the date when all of the Directors have executed it (which may be in counterparts

or by facsimile).

The Chairman shall deliver to each Director a written notice not less than ten (10)

days before the date of each regular Board meeting. The notice will set forth the agenda,

invitees, place and time of the Board meeting. Should the Chairman deem it necessary, or

upon the request of two or more Directors, the Chairman of the Board shall convene a special

meeting and shall send a written notice of such meeting to all the Directors within twenty-one

(21) days of the Chairman’s decision or receipt of such request.

If a Director wishes an interpreter to attend a Board meeting to facilitate

communication between the Directors, such Director shall so inform the Chairman. The

Party that nominated such Director shall supply an interpreter at its sole expense.

5.4 Quorum. A quorum for meetings of the Board shall require the presence in

person or by phone in accordance with the Organizational Documents of at least five (5)

Directors.

Each Director, including the Chairman, shall have only one vote. Except as set forth

in Section 5.6, all decisions of the Board shall be taken by the affirmative vote of a majority

of the Directors. The proceedings of meetings of the Board will be conducting in English and

Chinese. Unless otherwise required by applicable Law, the official minutes of meetings and

resolutions taken therein shall be kept in English and Chinese, and shall be signed by the

Directors present at the meeting and shall be entered in the minute book of the Company.

Decisions may be taken or resolutions passed by the Board without a meeting if a proposal

for action is submitted in writing to each of the members of the Board and each such member

consents in writing to such action (this may be performed by counterpart copies and by

facsimile)

5.5 Power of the Board of Directors. Except as otherwise expressly provided by

applicable Law or this Agreement, and except for matters that, under applicable Law or this

Agreement, fall exclusively within the jurisdiction of the General Shareholder Meeting, the

Board shall, consistent with any resolutions of the General Shareholder Meeting, administer

the business and property of the Company and manage the affairs of the Company and shall

have full authority to do so, provided that its resolutions and acts are consistent with the Act,

this Agreement and the Organizational Documents. Without limiting the foregoing, the Board

shall not take any action requiring an Ordinary Shareholder Resolution pursuant to Section

6.6 or a Special Shareholder Resolution pursuant to Section 6.7 or as required by the Act, but

the Board of Directors may implement a decision made by an Ordinary Shareholder

Resolution or a Special Shareholder Resolution.

Subject to the foregoing and the authority delegated by the General Shareholder Meeting,

the functions and powers of the Board shall include decisions on the following matters:

(a) the appointment, dismissal or alteration of the description of duties of the

Chief Executive Officer, Chief Operating Officer, Executive Vice President, or Chief

Financial Officer;

(b) the Company’s business policy, development plans, long-term objectives,

economic plans (including investment), and financing plans;

on land;

(d) the grant or creation of any mortgages related to the Company’s property;

(e) the commencement of litigation or arbitration proceedings against third

parties which could have a material impact on the business of the Company;

(f) the examination and approval of the Company’s annual report, balance

sheets, profit and loss statement and the report on changes in the financial position of

the Company;

(g) the establishment of annual budgets and the plans for marine support

service business and personnel;

(h) the establishment of employee benefit plans and human resources policies;

(i) systems and methods of financing and accounting;

(j) establishment, acquisition, disposition or closing of branch offices, and

other facilities outside of Hong Kong;

(k) allocation of net profits including contributions to legally required funds,

dividend payments, measures for making up losses and measures for handling

unforeseen events;

(l) formulating basic guidelines on staff and workers, including conditions of

employment, pensions, salaries and salary standards, bonuses, subsidies, labor

insurance, labor protection and disciplinary rules and regulations;

(m) conclusion, modification and termination of contracts involving the import

or transfer of patent and trademark rights, know-how and technical cooperation;

(n) appointment and dismissal of external auditor(s) of the Company; and

(o) any other matter that is not included in Section 5.6 or otherwise delegated

to the Chief Executive Officer or Chief Operating Officer.

5.6 Matters Requiring Resolution by Unanimous Vote. Subject to the first

paragraph of Section 5.5 and the authority delegated by the General Shareholder Meeting, the

following matters shall be resolved only pursuant to a resolution passed by unanimous

agreement of the Board:

(a) extension, termination, dissolution and liquidation of the Company;

(b) merger with, participation in and withdrawal from other economic

organizations;

including any increase in the authorized capital of the Company;

(d) any acquisition, assignment, transfer or other disposition of equipment or

other property with a book or market value in excess of the sum of five million US

Dollars (US$5,000,000);

(e) any (i) material expansion of, or amendment to, the business scope or

organizational structure of the Company, (ii) significant changes in development of

Company’s business activities or, (iii) amendment to the Territory listed on Annex 2;

(f) incurrence of indebtedness (including any guarantee of indebtedness of

another party) in excess of five million US Dollars (US$5,000,000) (or the equivalent

thereof in any other currency) at any one time, other than as provided in the budget.

5.7 Duties of Directors; Conflicts of Interest. Directors shall avoid any situation

that would conflict with the interests of the Company, including:

(a) a commercial transaction between the Company and a Director or between

the Company and an entity in which the Director has a direct or indirect interest;

(b) holding a direct or indirect interest in a competitor of the Company; or

influence the actions of the Company.

The Directors shall inform the Board immediately upon the occurrence of any conflict

of interest.

5.8 Board Disputes

(a) If the Board has been unable to obtain sufficient votes or consents as

provided in Section 5.5 or Section 5.6 to approve or disapprove any action listed in

Section 5.5 or Section 5.6, as the case may be, that is properly submitted to it for a

vote (either of which, a “Business Dispute”), then the Board members will consult

and negotiate with each other in good faith to find a mutually agreeable solution. If

the Board does not reach such solution within 30 days from the date the disagreement

occurred, then either Major Shareholders may give notice to the other that the Board’s

failure to approve or disapprove such action will, in such Party’s judgment, adversely affect

the Company (a “Board Dispute Notice”). Notwithstanding the foregoing, in the event that a

Business Dispute involves issues or factors that require a longer period to resolve, the Parties

may agree to extend such period by mutual consent in writing.

(b) Within two (2) days after the giving of the Dispute Notice, the Business

Dispute will be referred by the Board to the senior executive of each Major

Shareholder to whom the respective Board members report (each a “Party Executive”)

in an attempt to reach resolution. If the Party Executives are unable to resolve the Business

Dispute within ten (10) days after the date of the Dispute Notice, or such longer period as they

may agree in writing, then they will refer the BusinessDispute to the chief executive officer of each

Party. The chief executive officers willmeet, consult and negotiate with each other in good faith. If

they are unable to agreewithin 20 days of the date of the Dispute Notice, then they will adjourn such

attemptsfor a further period of five (5) days during which no meeting will be held. On the day following

such period, the chief executive officers of the Parties will meet again in an effort to resolve the

Business Dispute. If the chief executive officers are unable to resolve the Business Dispute within

48 hours after the time at which their last meeting occurred, and one of the Parties reasonably determines

that such Business Dispute constitutes, will give rise to, or result in, a Material Adverse Effect, then

Article XV will apply.

5.9 Delegation. The Board may, to the extent permitted by this Agreement, the

Organizational Documents and the Act, delegate its responsibilities from time to time to any

of its members and to individuals occupying other senior management positions. Should the

Chairman be unable to perform his duties for any reason, he may temporarily authorize any

other Director in writing to represent the Company.

5.10 Compliance. The Shareholders hereby expressly covenant and agree to cause

each member of the Board elected from nominees nominated by it to comply in full with the

provisions of this Agreement, the Organizational Documents, and the Act.

5.11 Remuneration. The Directors shall not receive remuneration for their

services as Directors. The Major Shareholder that appointed the Directors shall reimburse the

reasonable costs of transportation, meals and lodging and other per diem allowances incurred

while the Directors are engaged in matters relating to the business of the Company.

5.12 Indemnification. The Company may, by Ordinary Shareholder Resolution

indemnify and hold harmless every person involved in any action, suit or proceeding,

whether civil, criminal, administrative or investigative by reason of the fact that he or she, or

a person of whom he or she is the legal representative, is or was a director or officer of the

Company, whether the basis of such proceeding is alleged action in an official capacity as a

director, officer, employee or agent or in any other capacity, to the fullest extent authorized

by applicable Law.

5.13 Senior Officers. The Company shall have the following senior officers: one

(1) Chief Executive Officer, who shall also be the General Manager of the Company, one (1)

Chief Operating Officer, one (1) Executive Vice President, and one (1) Chief Financial

Officer. During the first 36 months commencing on the Closing Date, the Major Shareholders

agree to direct their respective Directors to vote for Trico’s nominees for the positions of Chief

Operating Officer and Chief Financial Officer and to vote for the COSL’s nominees for the positions

of Chief Executive Officer and Executive Vice President. Commencing on the date that is 36 months

from the Closing Date, or on such earlier date as the Major shareholders may mutually agree, the Major

Shareholders agree to direct their respective Directors to vote for the candidate for the position of Chief

Executive Officer nominated by the Party that did not appoint the Director who is currently serving as the

Chairman. The positions of Chief Operating Officer, Executive Vice President, and Chief Financial Officer

shall be agreed and appointed by the Board.

The Chief Executive Officer shall report to the Board and shall have responsibility for the day-to-day

management and operation of the Company. The Chief Executive Officer shall act upon the instructions

of the Board, executing its resolutions.

The senior officers shall act in accordance with the laws and regulations of Hong Kong.

Should the Chief Executive Officer be unable to perform his duties for any reason, the

Chief Operating Officer may temporarily carry out the duties of the Chief Executive Officer

until such time as a new Chief Executive Officer is appointed or the Chief Executive Officer

has resumed the performance of his duties. No senior officer shall hold a post concurrently

with other economic organizations, nor shall any senior officer be engaged (in whatever

capacity) in any other economic organizations which are in commercial competition with the

Company.

The Chief Executive Officer, Chief Operating Officer, Executive Vice President, and

the Chief Financial Officer may be dismissed at any time by a decision of the Board. Should

the Chief Executive Officer, Chief Operating Officer, Executive Vice President, and the

Chief Financial Officer violate any law or be derelict in their duties, the Board may dismiss

them.

Unless otherwise decided by the Board, the term of office for all senior personnel (the

Chief Executive Officer, Chief Operating Officer, Executive Vice President, and Chief

Financial Officer) shall be three (3) years.

ARTICLE VI

SHAREHOLDER MEETINGS

6.1 General Meeting. An annual General Shareholder Meeting shall be held each

year no later than four (4) months after the end of the preceding fiscal year at the Company’s

head office or at such other location as may be designated by the Board. An extraordinary

General Shareholder Meeting may be convened at any time as and when necessitated by the

needs of the Company in accordance with Section 6.2. Decisions may be taken or resolutions

passed by the Shareholders without a General Shareholder Meeting if a proposal for action is

submitted in writing to each of the Shareholders and each such Shareholder consents in

writing to such action (this may be performed by counterpart copies and by facsimile) and

such written consents shall be as effective as if an Ordinary Shareholder Resolution or Special

Shareholder Resolution had been passed by the Shareholders at a General Shareholder Meeting.

6.2 Calling a General Meeting; Agenda. The Board shall call an annual General

Shareholder Meeting for each year. An extraordinary General Shareholder Meeting may be

called by the Board, or by one or more Shareholders holding an aggregate percentage of at

least 40% of the Shares. The Company or other applicable person shall provide notice of a

General Shareholder Meeting to each Shareholder at least ten (10) Business Days in advance

of such General Shareholder Meeting.

6.3 Related Matters. The chairman of the General Shareholder Meeting shall be

elected from among the Shareholders (or their representatives) by a majority vote of the

Shares represented at the relevant meeting. The secretary and the vote collector of the

General Shareholder Meeting shall be elected from among the Shareholders (or their

representatives). Unless otherwise required by applicable Law, each General Shareholder

Meeting shall be conducted in English and Chinese, and the minutes of each General

Shareholder Meeting shall be prepared in English and Chinese promptly after each meeting

and shall be kept in the minute book of the Company.

6.4 Quorum for General Meeting. A quorum for any General Shareholder

Meeting shall consist of Shareholders present in person or represented by proxy holding more

than 75% of the Shares, provided that the presence of a quorum shall not modify or lessen the

affirmative vote required by Sections 6.6 and 6.7. If within three hours of the time appointed

for a General Shareholder Meeting such quorum is not present, the General Shareholder

Meeting shall stand adjourned to such place, time and date, not less than two (2) Business

Days and not to exceed 30 days thereafter, as the Board may establish by written notice. At

such successive General Shareholder Meeting, the same requirement for having a quorum

shall be applicable.

6.5 Voting Generally. Each Share shall entitle its owner to one vote. Votes shall

be cast in writing. Shareholders may be represented at General Shareholder Meetings by a

corporate representative in the case of companies or by proxies, the holders of which need

not be Shareholders. Proxy holders that are Shareholders shall be entitled to vote based on the

Shares of the Shareholders they represent separately, in addition to voting based on their own

Shares.

6.6 Ordinary Resolutions. Except as set forth in Section 6.7 or as required by

the Organizational Documents or the Act, all resolutions, actions and decisions of the

Shareholders shall be adopted, taken or made at a General Shareholder Meeting by the

affirmative vote of Shareholders (or their representatives) representing a majority of all

issued and outstanding Shares (not just those Shares that are present or represented by proxy)

or by written consent in lieu of a meeting if signed by all of the Shareholders (“Ordinary

Shareholder Resolutions”). Without prejudice to any other provisions of this Agreement

that require the Shareholders to act by Ordinary Shareholder Resolution, the following

actions shall require the action of the Shareholders acting by Ordinary Shareholder

Resolution:

(a) any decision establishing or modifying the fundamental accounting

policies of the Company;

(b) any agreement by the Company to guarantee the payment or performance

of the obligations of any other Person;

the ordinary course of business;

(d) any decision for the Company to incur indebtedness for borrowed money

in an amount above the limits set forth in Section 5.6; and

(e) appointing or removing the Company’s independent auditors.

6.7 Special Resolutions. Resolutions, actions and decisions of the Shareholders

may only be adopted, taken or made at a General Shareholder Meeting by the affirmative

vote of Shareholders (or their representatives) representing at least two-thirds (66 2/3%)

of all issued and outstanding Shares (not just those Shares that are present or represented by proxy)

or by written consent in lieu of a meeting if signed by all of the Shareholders, in respect of the

following matters (“Special Shareholder Resolutions”):

(a) any merger, consolidation or similar amalgamation of the Company with

any other company or concern;

(b) any decision to dissolve, wind-up, liquidate, deregister or terminate the

Company;

of the assets of the Company;

(d) alteration to the rights attaching to the Shares; and

(e) any amendment to the Organizational Documents.

6.8 Authorization of Documents. To be valid and binding, all notes, offers and

acceptances, powers of attorney, commitments, deeds, transfers, assignments, contracts,

obligations, certificates and other instruments of the Company must be authorized by (i)

Ordinary Shareholder Resolution, with respect to those matters set forth under Section 6.6, or

(ii) Special Shareholder Resolution, with respect to those matters set forth under Section 6.7.

Subject to the Act, this Agreement and the Organizational Documents, the Shareholders may

delegate such of this authority and power as it considers appropriate to a member or members

of the Board, other executives of the Company or other appropriate Persons (subject to

authorization and spending limits to be specified by Ordinary Shareholder Resolution or

Special Shareholder Resolution, as the case may be).

ARTICLE VII SHAREHOLDERS’ UNDERTAKINGS

7.1 COSL Undertakings. In addition to its other obligations set forth in this

Agreement, COSL hereby covenants and undertakes to:

(a) assist in handling all the matters and providing all documents related to the

establishment of the Company, including the application to the relevant PRC authorities for any approvals, filing

for registrations, or obtaining of business licenses,

if required;

(b) assist the Company in dealing with any PRC Government Authorities and

third parties as may be necessary to ensure that the Company is able to operate in the

manner contemplated herein;

treatments;

(d) assist non-PRC employees of Trico and the Company in obtaining entry

visas and providing assistance for their travels in China; and

(e) any other responsibilities as may be agreed upon by the Parties from time

to time.

7.2 Trico Undertakings. In addition to its other obligations set forth in this

Agreement, Trico hereby covenants and undertakes to:

(a) provide any relevant documents and materials necessary for the

establishment of the Company;

(b) provide its expertise with respect to the Services to the Trico Vessels and

marine support service industry trends as well as world-class marketing and

managerial skills;

time; and

(d) in support COSL’s desire to include the accounts of the Company in the

consolidated accounts of COSL or its Affiliates in accordance with Hong Kong

GAAP, effect a change to the pro rata shareholding of the Company, such that COSL

shall subscribe for five hundred and ten thousand (510,000) Shares, and Trico shall

subscribe for four hundred ninety thousand (490,000) Shares, representing 51% and

49% of the issued and outstanding Shares, respectively.

7.3 Compliance with Law. All of the activities of the Company shall comply

with applicable Hong Kong Law, provided, however, that nothing in this Agreement shall be

deemed to require Trico or any person appointed or nominated by Trico pursuant to this

Agreement to violate any law or regulation applicable to Trico or such appointee or nominee.

For the purposes of this Section, Trico shall include any Affiliate of Trico as well as the

directors, officers, employees and agents of Trico and its affiliates.

7.4 Company’s Indemnity Obligation. The liability of each of the Shareholders

in respect of the Company shall be limited to the amount, if any, unpaid on the Shares

respectively held by them. The creditors of the Company shall have recourse only to the

assets of the Company and shall have no right to claim compensation or seek other remedies

from the Shareholders. The Company shall indemnify any of the Major Shareholders against

any and all losses, damages or liability suffered by such Major Shareholder in respect of

third-party claims against such Major Shareholder arising out of the operation of the Company.

Subject to the foregoing, the Shareholders will share the profits, risks and losses

of the Company proportionately to their respective shareholding percentages.

7.5 Tax and Other Preferences. If, during the term of this Agreement, Hong

Kong, PRC or any subdivision or agency thereof, issues, amends, supplements or rescinds

any tax, foreign exchange or other laws, rules, regulations or decrees which result in

treatment that is more favorable to the Company or any Major Shareholder than the terms of

this Agreement and the laws, rules, regulations and decrees applicable to the Company as of

the date of this Agreement, the Company and/or the Major Shareholders shall each use its or

their reasonable efforts to apply for and obtain, upon approval of such application (if

necessary), the benefits of such preferential treatment.

7.6 Preservation of Economic Benefits. If, during the term of this Agreement, a

Major Shareholder’s economic benefits under this Agreement are directly or indirectly

(through its interest in the Company) materially and adversely affected because of any tax,

foreign exchange or other laws, rules, regulations or decrees, or any amendment or

supplement to or rescission of the same by the government of Hong Kong, PRC or any

subdivision or agency thereof, the Parties shall consult promptly upon notice of such effect

and shall make any and all necessary amendments to the relevant provisions of this

Agreement in order to maintain in all material respects such Major Shareholder’s economic

benefits hereunder. The Parties shall use their reasonable efforts to have the amendments

approved by the appropriate approval authority, if such approval is required under applicable

Law in effect at that time.

7.7 Costs and Expenses. Each of the Shareholders shall bear its own costs in

connection with the performance of its respective undertakings as set forth above.

ARTICLE VIII COVENANT NOT TO COMPETE

8.1 Competition.

(a) Each of the Shareholders recognizes that it will derive substantial economic benefit

from the Company’s successful development and provision of the Services, and in consideration

thereof has voluntarily agreed to the covenants set forth in this Section 8.1. Each of the Shareholders

further acknowledges and agrees that the limitations and restrictions set forth herein are reasonable and not

oppressive and are material and substantial parts of this Agreement intended to protect the Parties’

substantial and legitimate business interests with respect to the Services and the Company.

In view of the foregoing and subject to Section 8.2, the Shareholders hereby

covenant and agree that none of them will engage in, or permit their respective

Affiliates to engage in, any of the Services within the Territory. Specifically, none of

them shall, nor shall they permit any of their Affiliates to:

(i) at any time from the Closing Date until the

expiration of five (5) years from the date such Shareholder ceases to

hold a beneficial interest in any Shares, directly or indirectly, for itself

or on behalf of or in conjunction with any other Person or business of

whatever nature, engage or participate in any business similar to, or competing

with the business of the Company (either directly orindirectly) in the Territory;

(ii) at any time from the Closing Date until the

expiration of five (5) years from the date such Shareholder ceases to

hold a beneficial interest in any Shares, appropriate, or fail to promptly

notify and turn over to the Company, any business opportunity relating

to or arising in connection with the business of the Company and/or the

provision of Services, or engage in any activity that is detrimental to

the Company’s business or that limits the Company’s ability to fully

exploit such business opportunities or prevents the benefits of such

business opportunities from accruing to the Company and the Major

Shareholders; or

(iii) at any time from the Closing Date until the

expiration of two (2) years from the date it ceases to hold a beneficial

interest in any Shares, directly or indirectly, for itself or on behalf of or

in conjunction with any other Person or business of whatever nature,

solicit, interfere with or endeavor to entice away from the Company

any customer, employee, subcontractor or consultant of the Company.

(b) The Company, Trico and COSL further acknowledge and agree that the

Company, at any time from the Closing Date, shall not, with respect to (A) COSL and

its traditional marine services business in China, or (B) Trico and its traditional

marine services business outside of the Territory:

(i) either directly or indirectly, engage or participate in many business similar to,

or competing with, such Major Shareholder’s traditional marine services business i

n its respective territory; or

(ii) appropriate, or fail to promptly notify and turn over to such Major Shareholder, any

business opportunity relating to or arising in connection with the traditional marine services

business of such Major Shareholder in its respective territory and/or the provision of Services,

or engage in any activity that is detrimental to such Major Shareholder’s traditional marine services

business in its respective territory or that limits such Major Shareholder’s ability to fully exploit

such business opportunities or prevents the benefits of such business opportunities from accruing

to such Major Shareholder.

Notwithstanding the foregoing, the Company shall be permitted to take the actions specified in Sections 8.1(b)(i)

and/or (ii) if the Company receives the prior approval in writing of such Major Shareholder’s management prior

to commencement of such

actions.

8.2 Separate Agreement. The covenants set forth in Section 8.1 above are

severable and separate, and the unenforceability of any specific covenant shall not affect the

provisions of any other covenant. Moreover, in the event any court of competent jurisdiction

shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it

is the intention of the Parties that such restrictions be enforced to the fullest extent which the

court deems reasonable, and this Agreement shall thereby be reformed.

ARTICLE IX REPRESENTATIONS AND WARRANTIES

9.1 Each of the Parties represents and warrants to the others as follows:

(a) Due Organization and Existence; Corporate Power. It is a duly formed and

validly existing legal entity under the laws of the jurisdiction of its establishment. It has

complied with all its legal and statutory obligations and has all legal capacity and corporate

power under its constitutive documents to execute and deliver this Agreement and perform its

obligations under this Agreement.

(b) Execution and Delivery of Agreement. The execution of this Agreement by

its undersigned representative and the delivery and performance by it of this Agreement:

(i) have been duly authorized by all necessary corporate actions and legal

actions;

(ii) do not and shall not result in the breach of, or constitute a default

under, or require the consent under, its constitutive documents or any

indenture, bank loan or credit arrangement, mortgage, or other agreement or

instrument to which it is a party or by which it or any of its properties may be

bound or affected; and

(iii) do not require any consent, approval, authorization, or other order of,

or action by, any Authority or any other third party, other than such consents,

approvals, authorizations, orders and actions as have been obtained by it on or

prior to the date hereof, which remain in full force and effect on the date

hereof.

the Parties, shall constitute its valid, binding and enforceable obligation in accordance with

its terms.

9.2 Trico Vessels.

(a) COSL hereby acknowledges and agrees that it has been provided with a

copy of the third party appraisal prepared for Trico by an independent third party

valuation firm and agrees that the valuation of the Trico Vessels provided in such

third party appraisal is acceptable.

(b) COSL hereby acknowledges that the Trico Vessels are being assigned to

the Company “as is”, “where is” and with “all faults” but free from Encumbrances.

Notwithstanding foregoing, Trico shall warrant that at the time the Trico Vessels are

contributed to the Company in accordance with the terms of this Agreement, all of the

equipment on board each Trico Vessel, as set forth in Annex 6, shall be in working

condition. Other than as expressly set forth in this Agreement, Trico disclaims any

representations or warranties as to the value or condition of the Trico Vessels or their

suitability for any particular purpose.

ARTICLE X PERSONNEL AND LABOR MANAGEMENT

10.1 Employees; Hiring. The recruitment, dismissal, compensation, labor

insurance, welfare benefits, rewards, penalties and other matters relating to the employees of

the Company shall be conducted in accordance with the plans formulated by the Board and

applicable Law. The Board may, in its discretion, delegate decisions on employee and labor

matters to the Chief Executive Officer and the Chief Operating Officer.

10.2 Senior Management. The appointment and compensation of the Chief

Executive Officer, Chief Operating Officer, Executive Vice President, and Chief Financial

Officer shall be decided by the Board on the basis of their respective positions and duties and

set forth in contracts with the Company.

10.3 Expatriate Employees. Expatriate employees of the Company delegated

from Trico or one of its subsidiaries shall receive salaries, welfare and other benefits from the

Company equal to those paid to comparable personnel of Trico or its Affiliates outside the

PRC, plus foreign living allowance as established by the majority of the Board. Such

salaries, welfare and other benefits shall be paid in US Dollars in accordance with the

provisions of this Agreement. Expatriate employees of the Company delegated from COSL

or one of its subsidiaries shall receive salaries, welfare, living allowance and other benefits

not less favourable than that from Trico.

ARTICLE XI DIVIDENDS

11.1 Dividends. The Board may declare and pay dividends in such amounts as the

Board determines to be appropriate having regard to the Company’s financial condition and

its current and projected cash requirements. Dividend distribution will be made to

Shareholders according to their respective pro rata ownership percentage of the Shares of the

Company. Dividends may be paid in cash or cash equivalents, in the Company’s own shares

or other form as the Board deems appropriate. Cash dividend distributions to Trico, if any,

will be made in U.S. Dollars and, unless Trico instructs otherwise, will be remitted to an

account or accounts designated by Trico. Cash dividend distributions to COSL (including any

distribution to be made upon a liquidation of the Company), if any, will be made in U.S. Dollars a

nd will be paid to an account or accounts designated by COSL.

At the Board’s discretion, the Company may pre-distribute available profits as

dividends to the Shareholders quarterly each year, with the final statement at the end of each

year.

11.2 Reserves. Prior to payment of any dividend, the Board, by resolution, may

make allocations for a reserve fund out of the Company’s surplus or designate or allocate any

part or all of such surplus in any manner for any proper purpose or purposes, and, subject to

the provisions of applicable Law and the Organizational Documents, may increase, create, or

abolish any such reserve, designation, or allocation in the same manner.

11.3 Prior Year Losses. The Company may not distribute a dividend until the

losses of the previous fiscal year have been recouped. Dividends not distributed in any fiscal

year may be distributed together with the profits of the current fiscal year.

ARTICLE XII TAXATION

12.1 Tax Matters. The Company shall pay taxes in accordance with applicable

Law. The Company, the Shareholders and all of their personnel shall obtain the benefits of

all tax exemptions, reductions, privileges and preferences that are now, or in the future

become, obtainable under applicable Law and under any applicable treaties or bilateral

arrangements to which Hong Kong is now or in the future becomes a party.

ARTICLE XIII

FINANCE, ACCOUNTING AND AUDITING

13.1 Books and Records. The Company will adopt an accounting system which

uses accruals, debits and credits, and which is consistent with GAAP and Hong Kong GAAP

and will maintain, or cause to be maintained, proper and complete records and books of

account in accordance with the requirements of the Act and other applicable Law. Such

books and records shall accurately and fairly reflect, in reasonable detail, all of the

Company’s transactions and shall be denominated in U.S. Dollars. The books will be open to

inspection by any Shareholder, or the representative of any Shareholder, designated in writing

by such Shareholder, at the principal executive office of the Company during normal business

hours on reasonable written notice. The records shall include quarterly unaudited financial reports

prepared in accordance with both GAAP and Hong Kong GAAP by or under the supervision of the

Company’s Chief Financial Officer, which shall be furnished to each of the Shareholders.

13.2 Fiscal Year. The fiscal year of the Company will be from January 1 to

December 31 or such other periods as the Board of Directors shall designate from time to

time.

13.3 Audited Accounts; Auditors. The Board shall retain one or more of the Big

4 to conduct annual audits of the accounts of the Company, which audits shall be completed

no later than three (3) months following the close of each fiscal year. All such audits shall be

conducted in accordance with GAAP and Hong Kong GAAP. The auditors shall submit such

other audit reports as the Chief Executive Officer, the Chief Financial Officer or the Board

may request from time to time.

13.4 Interim Accounts. Within 30 days after the end of each quarter, the Chief

Executive Officer shall provide the Major Shareholders with financial statements of the

Company prepared by the Chief Financial Officer for the previous quarter. On or prior to

March 31, the Chief Executive Officer and the Chief Financial Officer shall, with the

assistance of the Company’s auditors, prepare the previous year’s balance sheet, cash flow

statements, profit and loss statement and recommendation for profit distribution, and submit

them to the Board for examination and approval, and after examination and approval by the

Board, deliver them to the Major Shareholders.

13.5 Inspection by Shareholder-Appointed Auditor. Any Major Shareholder

shall have the right to retain independent certified public accountants or auditors to examine

the records of the Company annually or at any time at the expense of such Major Shareholders.

Such Major Shareholder shall report the results to the other Major Shareholder. If the results of

any such audit are materially different (by five percent (5%) or more of net income) from that

conducted by the Company’s auditor and are accepted by the Board, the expense of such

audit shall be borne by the Company.

13.6 Bank Accounts. The Company shall maintain accounts in its own name in

one or more banks or other institutional depositories selected by the Board and the cash funds

of the Company shall be kept in such accounts. The funds in such accounts shall be

withdrawn only on the signatures of any Person or Persons designated in writing by, or

pursuant to the written instructions of, the Board. Funds of the Company will not be

commingled with funds of any other Person.

13.7 Tax Matters. The Company shall take any and all reasonable action required

to assist COSL and/or Trico to complete their income tax reporting requirements, so long as

such actions do not in any case adversely affect or create any additional obligations for the

Company.

ARTICLE XIV TERM AND TERMINATION

14.1 Term; Effectiveness

(a) This Agreement shall become effective immediately upon the signature of

each Party’s authorized representative; provided, however, that neither Trico nor

COSL shall have any obligation to make its respective Capital Contribution or to

consummate the transactions contemplated under this Agreement until each of them

shall have provided written notice to the other confirming that such notifying Party’s

board of directors or other appropriate organ of corporate authority has approved the

execution, delivery and performance by such Party of this Agreement; and further

provided that the Parties’ respective board of directors or other appropriate organ of

corporate authority shall have the right to make reasonable comments regarding the

Agreement.

(b) Each of COSL and Trico will use reasonable efforts to obtain such

approval from its respective board of directors or other appropriate organ of corporate

authority no later than 40 days following the date of this Agreement. In the event that

such approvals are not obtained by such date, either Party may terminate this

Agreement upon five (5) days’ prior notice to the other Party.

Shareholders (or their successors or assigns) owns any Shares, unless this Agreement

is earlier terminated upon the mutual written agreement of the Shareholders or

pursuant to its terms.

14.2 Project Start-up. Prior to the Closing Date, a team comprising a director of

the Board nominated by COSL, a director of the Board nominated by Trico, a senior officer

nominated by COSL and a senior officer nominated by Trico shall be established (the

“Project Start-up Team”) for development and establishment of the Company including

proposing Project Start-up Costs and approving the transfer of money in an expense account

to pay Project Start-up Costs pursuant to Section 3.5. Trico agrees that within 20 days of the

date of this Agreement it shall provide the Company and the Project Start-up Team updated

information and evaluation of the market for the Services in the Southeast Asia market.

14.3 Termination. This Agreement may be terminated and the Company

dissolved upon the unanimous approval of the Board. The Parties agree that upon the

occurrence of any of the following events, and upon receipt of a written request from a Major

Shareholder, the other Major Shareholder will cause its respective Directors to vote to

terminate this Agreement and to dissolve the Company; provided, however, that no Major

Shareholder shall have the right to terminate this Agreement as the result of any occurrence

or event listed below to the extent same shall have been caused by any action or omission of

such Major Shareholder, or its Affiliates:

(a) Inability of the Company to continue operations due to heavy losses;

(b) Inability of the Company to continue operations due to the failure of a

Shareholder to perform its obligations under this Agreement;

which breach cannot timely be remedied to the reasonable satisfaction of the nonbreaching

Parties;

(d) If, after the execution of this Agreement, any Major Shareholder’s rights

under this Agreement are adversely and materially affected by any event, including

the promulgation of any new laws, regulations or other actions of a government office

in Hong Kong or the PRC restricting or otherwise adversely affecting the rights of the

Company or any Major Shareholder under this Agreement, and the Parties fail to

reach an agreement on the steps to take to prevent the adverse effects after having

consulted with each other and made efforts to make any adjustment necessary to

maintain each Major Shareholder’s rights under this Agreement;

(e) Mutual agreement of the Parties hereto because of an event of Force

Majeure;

(f) Any Major Shareholder is adjudicated insolvent or bankrupt; or

(g) Other situations determined by a unanimous vote of the Board.

14.4 Continued Operation. Upon the occurrence of any of the events listed in

Section 14.3 above and the written request of one of the Major Shareholders to dissolve and

terminate the Company, the Parties shall have 30 days from the receipt of such termination

request to unanimously agree to continue the operation of the Company, provided the Parties

have agreed upon such revisions or amendments to the Organizational Documents and this

Agreement.

14.5 Liability. Unless otherwise agreed by the Parties the termination of this

Agreement shall not relieve the Shareholders or the Company from liability for nonperformance

of obligations which have accrued hereunder prior to the date of such

termination.

ARTICLE XV MANDATORY BUY-SELL

15.1 Remedies. Either Major Shareholder may elect a remedy set forth in Section

15.2 upon the occurrence of a Business Dispute that is not resolved pursuant to Section 5.8;

provided that the failure to resolve such Business Dispute constitutes or will constitute or

result in a Material Adverse Effect.

15.2 Notice. A Major Shareholder may, within ten (10) days of the conclusion of

the procedures set forth in Section 5.8(b), give notice to the other Major Shareholder. The

notice must specify one of the following alternatives: (a) dissolution and termination of the

Company in accordance with Article XVI; or (b) initiation of the sale of its Shares or the

purchase of the other Party’s Shares by giving the notice specified in Section 15.3. If both

Major Shareholders give notices within that time period, the notice given first prevails.

15.3 Mandatory Offer. Either Major Shareholder (the “Offeror”) may give

written notice (the “Mandatory Offer”) to the other Major Shareholder (the “Offeree”),

stating that the Offeror offers unconditionally at the option of the Offeree both: (a) to

purchase all of the Shares of the Offeree, and (b) to sell all of the Shares of the Offeror to the

Offeree, in each case with the same purchase price specified per Share.

15.4 Financing; Terms. The Mandatory Offer will be accompanied by one or

more binding written commitments from substantial and reputable financial institutions to

provide the purchasing Party with funds sufficient to purchase all of the Shares, subject only

to conditions that are customary in such commitments and that are reasonably likely to be

satisfied.

The Mandatory Offer will be irrevocable by the Offeror until the earlier of (a) the

Buy-Sell Closing Date or (b) the date on which the Offeree elects to purchase the Offeror’s

Shares pursuant to Section 15.5(ii). The Mandatory Offer will not have any other terms,

except that (i) the purchase may be made by a wholly-owned subsidiary or other designee of

the purchasing Party (and any reference to the purchasing Party will also be a reference to

any such subsidiary or other designee, as applicable), and (ii) the purchasing Party will

undertake to (A) assume at the Buy-Sell Closing Date all obligations of the selling Party to

third parties in connection with the selling Party’s Shares (with a corresponding reduction in

the purchase price); and (B) to use reasonable efforts to obtain the release of the selling Party

from such known obligations between the date of the Mandatory Offer and the Buy-Sell

Closing Date. Each Party further agrees to direct its representatives on the Board to consent

to the sale of the Shares from by the selling Party to the purchasing Party.

15.5 Offeree Response Notice. At any time during the 30 days following receipt

of the Mandatory Offer, the Offeree may give the Offeror a written notice electing either to:

(i) sell all of the Shares of the Offeree; or (ii) buy all of the Shares of the Offeror (in which

case the Offeree’s notice must be accompanied by the binding written commitments from

substantial and reputable financial institutions required by Section 15.4); in either case upon

the terms in this Article 15 and otherwise as set out in the Mandatory Offer.

If the Offeree fails to give the notice within the 30-day period, or if the Offeree’s

notice is not accompanied by the binding written commitments from substantial and reputable

financial institutions required by Section 15.4, then it will be conclusively deemed to have

accepted the Mandatory Offer of the Offeror to purchase the Offeree’s Shares pursuant to

Section 15.3(a) in accordance with the terms of the Mandatory Offer.

15.6 Buy-Sell Closing. The closing (the “Buy-Sell Closing”) of the purchase and

sale will take place on the 60th day following the date on which the Mandatory Offer under

Section 15.3 is given, or, if that day is not a Business Day, on the next following Business

Day (the “Buy-Sell Closing Date”). The Buy-Sell Closing Date will be extended to the

extent necessary for either Party to secure any required governmental approval or consent so

long as that Party is using its reasonable efforts to pursue the approval or consent and every

30 days during the extension delivers to the other Party a certificate that approval is being so

pursued. The Buy-Sell Closing will take place at 11:00 am on the Buy-Sell Closing Date at

the offices of the attorneys for the Company (or, if there are none, at the offices of the

attorneys for the selling Party).

15.7 Buy-Sell Closing Deliveries. At the Buy-Sell Closing, the purchasing Party

will pay the purchase price for the selling Party’s Shares in immediately available funds, and

the selling Party will deliver the following executed documentation, in form and substance

reasonably acceptable to the purchasing Party: (i) an assignment of the selling Party’s Shares;

(ii) the resignation of each of its designees who are acting as directors on the Board or

officers of the Company; (iii) a general release of all claims against the Company and the

purchasing Party relating to Company matters; and (iv) such other documentation as the

purchasing Party may reasonably require in order to vest in the purchasing Party or its

designee full right, title and interest in and to the Shares of the selling Party.

15.8 Default of Purchasing Party. If the purchasing Party defaults in any of its

closing obligations, the selling Party will have the option to purchase all of the purchasing

Party’s Shares at a price for each Share of the purchasing Party that is 75% of the purchase

price for each Share that would have been payable on the original Buy-Sell Closing. The

option is to be exercised by notice to the purchasing Party not later than 60 days after the

original Buy-Sell Closing Date. The new Buy-Sell Closing will occur at a date and time

reasonably designated in the notice, which date will not be later than 90 days after the notice.

If the selling Party exercises its option provided in the preceding sentence, the selling Party

will suffer damages as a consequence of such default; therefore, if a purchase is subject to

this Section 15.8, the difference between the purchase price paid for the Shares of the

purchasing Party pursuant to this Section 15.8 and the Fair Market Value of the Shares of the

purchasing Party will be regarded for all purposes as liquidated damages and not as a penalty.

For purposes of this Section 15.8, “Fair Market Value” and “Fair Market Value of the

Company” are each the highest price available for the Company in an open and unrestricted

market between informed, prudent Persons, acting at arms’ length and under no compulsion

to act, expressed in terms of money or money’s worth and will disregard any value that might

be assigned by a purchaser with a special interest. The Fair Market Value of a Party’s Shares

is the amount determined by multiplying (a) the Fair Market Value of the Company by (b) a

number, the numerator of which equals the number of Shares held by the Party and the

denominator of which equals the total number of Shares issued and outstanding.

ARTICLE XVI LIQUIDATION; BUYOUT RIGHT

16.1 Liquidation. The assets of the Company shall be liquidated and the Company

dissolved in accordance with the Act and applicable Hong Kong Law: (i) upon the

termination of this Agreement or (ii) if the Company is adjudicated insolvent or bankrupt.

16.2 Liquidation Committee. The liquidation of the Company shall be carried out

by a committee (the “Liquidation Committee”), which shall be appointed by the Board and

shall comprise at least one of each Major Shareholder’s appointed Directors and/or other

qualified persons. The Liquidation Committee shall have the power and authority to represent

the Company in all legal matters concerning the liquidation and will be responsible for the

valuation and liquidation of the Company’s assets in accordance with applicable Hong Kong

Law and the principles set forth in this Agreement. The Liquidation Committee shall use best

endeavors to realize, upon the sale of all of the assets of the Company, the going concern

value of the Company based upon the actual circumstances of the Company, taking into

account the market value of companies in similar industries and internationally accepted

principles relevant to the determination of going concern value.

16.3 Buyout Right. Upon any termination of this Agreement arising from a

default committed by a Major Shareholder, the Major Shareholder who is not in default

under any of its obligations pursuant to this Agreement shall have the right (the “Buyout

Right”) to purchase the Shares of the other Shareholders. The purchase price shall be an

amount equal to the selling Shareholder’s pro rata Share ownership in the Company

multiplied by the valuation of the Company as determined by an independent third party

qualified to perform such activities to be appointed by the Major Shareholders.

A Shareholder purchasing Shares pursuant to a Buyout Right shall pay the purchase

price to the selling Shareholder within 90 days after the purchase price has been determined

or after any requisite governmental approvals have been obtained, whichever date is later. If,

for any reason, the buying Shareholder does not pay the purchase price in full within such 90-

day period, then interest shall be paid thereafter upon the unpaid balance until the fully

unpaid balance and accrued interest are paid. Such interest shall be calculated at the Interest

Rate.

In the event the non-selling Shareholder declines to purchase 100% of the other

selling Shareholders’ Shares, the Liquidation Committee shall use its reasonable efforts to

locate a purchaser for the Company. If no purchaser is found within ninety (90) days, then

the Liquidation Committee shall proceed to sell the assets of the Company at a price not less

than their then reasonable value as an on-going concern and, after deducting the expenses of

the Liquidation Committee and any tax due on that portion of the equity of the Company that

exceeds the Total Capital Contribution, shall distribute the net proceeds to each of the

Shareholders pro-rata based on the ratio the Shares held by such Shareholder bears to the

total number of issued and outstanding Shares of the Company.

ARTICLE XVII INSURANCE

The Company shall obtain and maintain insurance policies on various risks including

but not limited to the machinery and industrial products for lease to third parties, with an

insurance company or companies authorized to engage in the insurance business in Hong

Kong. The insurance policies, value insured and the terms of insurance shall be decided by

the Board.

ARTICLE XVIII DEFAULT

18.1 Default. A Shareholder (the “Breaching Shareholder”) shall be in breach of

this Agreement if it fails fully to perform, or suspends its performance of, any of its

obligations under this Agreement and such failure or suspension is not corrected within 45

days of receipt of written notice of such breach from any other Shareholder (the “Non-

Breaching Shareholder”), or, if such failure or suspension cannot reasonably be corrected

within 45 days of such notice, within such longer period as may reasonably be required to

correct such failure or suspension, not to exceed 90 days from receipt of written notice of

such breach from any Non-Breaching Shareholder.

18.2 Remedies for Default. Upon the occurrence of a breach of this Agreement

and delivery of the written notice under the preceding Section 18.1, the Non-Breaching

Shareholder or Shareholders may then request termination of this Agreement upon delivery

of 15 days’ prior written notice to the Breaching Shareholder. The Breaching Shareholder

shall indemnify the Company and the Non-breaching Shareholder for any loss, cost, liability

and expense, including but not limited to, attorney’s fees, incurred as a result of such breach,

together with interest thereon, from the date of the occurrence of such loss through the date of

payment, calculated at the Interest Rate.

ARTICLE XIX FORCE MAJEURE

19.1 Force Majeure. Should any Party be prevented from performing in whole or

in part its obligations under this Agreement (other than any obligation to pay money) due to

an event of Force Majeure, the affected Party shall promptly notify the other Parties in

writing, providing in writing a detailed description of such event of Force Majeure, the reason

for its inability to perform or its delay in performance, the anticipated duration of such event of

Force Majeure or the effect thereof, and the actions required by the affected Party to

correct the problems caused by such event of Force Majeure. A Party so affected by Force

Majeure shall use every reasonable effort to minimize the effects of Force Majeure upon the

performance of this Agreement and shall promptly resume performance as soon as reasonably

possible after removal of the circumstances of Force Majeure.

19.2 Suspension of Obligations. If an event of Force Majeure occurs, to the extent

that the affected Party is unable to timely perform its obligations hereunder, such Party may

suspend all or part of the performance of its obligations hereunder, provided that:

(a) such suspension shall be of no greater scope and no longer duration than isreasonably required

to correct any deficiencies of performance caused by the event of Force Majeure; and

(b) such suspension of performance shall not include any Party’s obligations with respect to

its Capital Contribution, financing, and other payment obligations.

ARTICLE XX

GOVERNING LAW; DISPUTE RESOLUTION

20.1 Governing Law. This Agreement, its validity, interpretation, execution and

the rights and obligations of the Parties, and the settlement of any disputes, hereunder shall be

governed by and construed in accordance with the provisions of this Agreement, which shall be

construed to give maximum effect to the intent of the Parties expressed herein, and to the extent not

addressed by the provisions of this Agreement, by the published and Publicly available laws of

Hong Kong. In the event of any Dispute to be settled through arbitration in accordance with Section 20.2,

the Tribunal shall decide the Dispute in accordance first with this Agreement and then by reference to the

governing law or international practice, except to the extent that some provision of the governing law would

invalidate or limit the effectiveness of any of the provisions of this Agreement.

20.2 Dispute Resolution. Any Dispute shall, upon the written request (a

“Request”) of any Party, be settled through friendly consultation among the Parties. In the

event that a Dispute is not resolved through consultation within thirty (30) days of the receipt

of the Request, at the request of any Party, such Dispute shall be finally settled by arbitration

in accordance with the rules (“Rules”) of the ICC International Court of Arbitration (the

“ICC”) then in effect. The arbitration venue shall be Hong Kong International Arbitration

Centre. The arbitration shall be conducted in, and the award shall be rendered in, the English

language, and documents and evidence shall be submitted by the Parties in their original

language, subject to the Tribunal’s authority to order appropriate translations.

(a) Selection of Arbitral Tribunal. The Tribunal shall be composed of three (3)arbitrators.

In the request for arbitration, the Party requesting arbitration (the

“Claimant”) shall nominate one (1) arbitrator. The Party named as respondent by the

Claimant (the “Respondent”) shall nominate one (1) arbitrator within the time period

specified in the Rules. The two arbitrators nominated by the Claimant and the

Respondent shall together nominate the third and presiding arbitrator of the Tribunal,

who shall be of a different nationality than the Parties. If within the time limits

established in the Rules a Party fails to nominate an arbitrator or the arbitrators

nominated by the Parties have not appointed the presiding arbitrator, such

appointment shall be made by the ICC. Any replacement for an arbitrator shall be

nominated by the Party originally entitled to make the relevant nomination.

( b) Arbitration Award. The award shall be in writing, shall give reasons for the decisions

reached by the Tribunal and shall be signed and dated by the arbitrators, and a copy of the

award shall be contemporaneously delivered to each of the Parties. The Party against which

an award assesses a monetary obligation or enters an injunctive or mandatory order shall pay

that obligation or comply with that order on or before the 30th calendar day following the receipt

of the final, signed award or by such other date as the award may provide. The award shall be final

and binding on the Parties and may be confirmed in, and judgment upon the award entered by, any

court having jurisdiction over the Parties. The Tribunal’s award shall be entitled to all of the protections

and benefits of a final judgment as to any Dispute, including compulsory counterclaims, that were or could

have been presented to the Tribunal, and shall be final and binding on the Parties and non-appealable to the

maximum extent permitted by law.

obligations of the Parties shall be fully performed pending the award in any arbitration proceeding hereunder.

(d) Separability and Survival of Agreement to Arbitrate. The provisions of

this Agreement to arbitrate are independent of the remaining provisions of the Agreement and

the Parties intend that they shall continue in effect even though one or more provisions of this

Agreement shall be determined to be null or void. This Agreement to arbitrate shall also survive the

termination or expiration of this Agreement.

20.3 Waiver of Sovereign Immunity. Each of the Parties is subject to civil and

commercial law with respect to its obligations under this Agreement, and the signing and

performance of this Agreement by such Party constitute private and commercial acts rather

than governmental and public acts. Each of the Parties irrevocably represents, warrants and

agrees that this Agreement is a commercial rather than a public or governmental activity and

that it is not entitled to claim immunity from legal proceedings with respect to itself or any of

its assets on the grounds of sovereignty or otherwise under any law or in any jurisdiction

where an action may be brought for the enforcement of any of the obligations arising under or

relating to this Agreement. To the extent that any of the Parties or any of their assets has or hereafter

may acquire any right to immunity from set-off, legal proceedings, attachment prior

to judgment, other attachment or execution of judgment on the grounds of sovereignty or

otherwise, such Party hereby irrevocably waives such rights to immunity in respect of its

obligations arising under or relating to this Agreement.

ARTICLE XXI MISCELLANEOUS

21.1 Notices. Except as expressly set forth to the contrary in this Agreement, all

notices, requests or consents provided for or permitted to be given under this Agreement mus

t be in writing in English and Chinese and must be delivered to the recipient in person, by

courier, mail, or by facsimile. A notice, request or consent given under this Agreement is

effective on receipt by the Party to which it is sent; provided, however, that a facsimile that is

transmitted after the normal business hours of the recipient shall be deemed effective on the

next Business Day. All notices, requests and consents to be sent to a Party must be sent to or

made at the addresses given for that Party herebelow or such other address as that Party may

specify by notice to the other Party. Whenever any notice is required to be given by law or

this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether

before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

To Trico:

Trico Marine Services (Hong Kong) Limited

18/F Tung Ning Bldg, 249-253 Des Voeux Road

Central, Hong Kong

Attention: Company Secretary

Telephone: +852 2541-0001

Fax: +852 2543-5698

with a copy to:

Trico Marine Services

2401 Fountainview

Suite 920

Houston, Texas 77057

USA

Attention: General Counsel

Telephone: +1 ###-###-####

Fax: +1 ###-###-####

To COSL:

China Oilfield Services Limited

P.O. Box 232

Beijing , PRC 101149

Attention: [ ]

Telephone: +86 10 8452 1686

Fax: +86 10 8452 2133

To the Company:

[Name of Company]

_______________

Hong Kong

Attention: [ ]

Telephone: +852 [ ]

Fax: +852 [ ]

21.2 Confidentiality. Each of the Parties acknowledges that from time to time

prior to and during the term of this Agreement, a Party may have disclosed to any other Party

confidential or proprietary information. The Party receiving such information shall, during

the term of this Agreement, and for five (5) years thereafter not use such information for a

purpose other than the performance of its obligations with respect to the Services or under

this Agreement, maintain the confidentiality of such information and not disclose it to any

other person or entity, except to such of their employees having a direct need to know in

order to perform their responsibilities or except that such information becomes known other

than by the breach of such Party under this Agreement or is required to be disclosed by

applicable Law. Each Party shall take whatever steps are necessary to ensure that its

Affiliates or its employees receiving such confidential or proprietary information comply

with this provision.

21.3 Entire Contract; Superseding Effect; Precedence. The Annexes are an

integral part of this Agreement. This Agreement constitutes the final, complete and exclusive

statement and expression of the agreement of the Parties relating to the subject matter hereof

and the transactions contemplated hereby and supersedes all provisions and concepts

contained in all prior contracts or agreements between the Parties or any of their Affiliates

with respect to the subject matter hereof and the transactions contemplated hereby, whether

oral or written. In the event of a conflict between the terms of this Agreement and the

Organizational Documents, this Agreement shall prevail.

21.4 Waiver; Modification. This Agreement may not be later modified except by

a further writing signed by a duly authorized officer of each Party and no term of this

Agreement may be waived except by writing signed by the Party waiving the benefit of such

term. Any waiver or consent of any kind by any Party shall be effective only to the extent set

forth in such writing and shall not operate or be construed as a waiver of or consent to a

subsequent breach. Any delay or omission in exercising any right, power or remedy pursuant

to a breach or default by a Party shall not impair any right, power or remedy that any other

Party may have with respect to a future breach or default. No failure on the part of a Party to

complain of any act or omission by another Party or to declare another Party in default with

respect to its obligations hereunder, irrespective of how long that failure continues, shall

constitute a waiver by such Party of its rights with respect to that default until the applicable

statute of limitations period has expired.

21.5 Headings. The section and article headings contained in this Agreement are

inserted for convenience or reference only and shall not affect the meaning or interpretation

of this Agreement.

21.6 Binding Effect. This Agreement is binding on and shall inure to the benefit

of the Parties and their respective successors and permitted assigns.

21.7 Severability. If any term or other provision of this Agreement or the

application thereof to any Party or circumstance is held to be illegal, invalid or unenforceable

to any extent, the remainder of this Agreement and the application of that provision to the

other Parties or other circumstances shall not be affected thereby, and the Parties shall use

reasonable endeavours to negotiate in good faith a replacement provision that is valid and

enforceable and that puts the Parties in substantially the same economic, business and legal

position as they would have been in if the original provision had been held legal, valid and

enforceable.

21.8 Further Assurances. In connection with this Agreement and the transactions

contemplated hereby, each Party shall execute and deliver any additional documents and

instruments and perform any additional acts that may be necessary or appropriate to

effectuate and perform the provisions of this Agreement and those transactions.

21.9 Counterparts. This Agreement may be executed in any number of

counterparts by the Parties on separate counterparts, each of which when executed and

delivered shall constitute an original, but all of which shall together constitute one and the

same instrument.

21.10 Mutual Negotiation. This Agreement and the language contained herein

have been arrived at by the mutual negotiation of the Parties. Accordingly, no provision

hereof shall be construed against one Party or in favor of another Party by reason of

draftsmanship.

21.11 Remedies Cumulative. The rights and remedies available under this

Agreement or otherwise available will be cumulative of all other rights and remedies and may be exercised successively.

21.12 Consents; Authorizations. Each Party shall be responsible for obtaining all

consents, authorizations, approvals and assurances of whatsoever nature necessary to enable

it to comply with its obligations under this Agreement.

21.13 Time of the Essence. Time is of the essence in respect to the performance of

all obligations of the Parties under this Agreement.

21.14 No Third Party Beneficiary. Nothing in this Agreement is intended, or shall

be construed, to confer upon or give any person other than the Parties and their respective

heirs, personal representatives, legal representatives, successors and assigns, any rights or

remedies under or by reason of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by

their respective duly authorized signatories as of the date first written above.

[Name of JV Company]	Trico Marine Services (Hong Kong)
By: _________________	By: _________________
Name:	Name:
Title:	Title:

	China Oilfield Services Limited
	By: _________________
	Name:
	Title:

Signature page to COSL-Trico Marine Shareholders Agreement