CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRICO MARINE SERVICES, INC.
Trico Marine Services, Inc., a corporation organized and existing under
laws of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: On April 11, 2000, the Board of Directors of the Corporation
did duly adopt resolutions setting forth a proposed amendment to the Amended
and Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), declaring said amendment to be advisable and
directing that the proposed amendment be submitted to a vote of the holders
of the Corporation's common stock.
SECOND: On June 7, 2000, holders of more than a majority of the
Corporation's common stock voted for a proposal amending the first paragraph
of Article IV of the Certificate of Incorporation SO THAT, AS AMENDED, THE
FIRST PARAGRAPH OF ARTICLE IV SHALL READ AS FOLLOWS:
"1. AUTHORIZED STOCK. The Corporation shall be
authorized to issue an aggregate of 60,000,000 shares of
capital stock, of which 55,000,000 shall be common stock,
$0.01 par value per share (the "Common Stock"), and
5,000,000 shall be Preferred Stock, $0.01 par value per
share (the "Preferred Stock")."
THIRD: Said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Trico Marine Services, Inc. has caused this
Certificate of Amendment to be executed in its corporate name by its Chairman
of the Board and attested by its Secretary, both thereto duly authorized this
8th day of June, 2000.
TRICO MARINE SERVICES, INC.
By: /s/ Ronald O. Palmer
---------------------------
Ronald O. Palmer
Chairman of the Board
Attest:
/s/ Victor M. Perez
-----------------------------
Victor M. Perez
Secretary
