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Exhibit 10.1
 THIRD AMENDMENT TO CREDIT AGREEMENT
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT Amendment Effective Date SUPERIOR OFFSHORE INTERNATIONAL, INC. Borrower JPMORGAN CHASE BANK, N.A. Agent
 WHEREAS First Amendment Second Amendment Credit Agreement
 WHEREAS
 NOW, THEREFORE
 ARTICLE I  Definitions
 Section 1.01 Definitions .
 ARTICLE II  Amendments
 Section 2.01 Amendment to the definition of Applicable Rate
 Section 2.02 Amendment to Article I
 Applicable Percentage




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Applicable Rate
 Average 30-Day DomesticAvailability or Fixed
    
    Revolving Loan
    
    CommitmentCharge Coverage Ratio
    
    Eurodollar Spread
    
    Fee RateCategory 1
    
    1.75%
    
    0.25%Fixed Charge Coverage
Ratio3 2.0 to 1.0 orAverage 
30-Day Domestic
Availability3 $15,000,000Category 2
    
    2.00%
    
    0.25%Fixed Charge Coverage
Ratio< 2.0 to 1.0 but3 1.5 to 1.0 orAverage 
30-Day Domestic
Availability< $15,000,000 but
3 $10,000,000Category 3
    
    2.25
    
    0.25%Fixed Charge Coverage
Ratio< 1.5 to 1.0 orAverage 
30-Day Domestic
Availability< $10,000,000
 2




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Average 30-Day DomesticAvailability or Fixed
    
    Foreign Loan
    
    CommitmentCharge Coverage Ratio
    
    Eurodollar Spread
    
    Fee RateCategory 1
    
    1.50%
    
    0.25%Fixed Charge Coverage Ratio3 2.0 to 1.0 orAverage
30-Day Foreign Availability3 $7,500,000Category 2
    
    1.75%
    
    0.25%Fixed Charge Coverage Ratio< 2.0 to 1.0 but3 1.5 to 1.0 orAverage
30-Day Foreign Availability< $7,500,000 but 3 $5,000,000Category 3
    
    2.00%
    
    0.25%Fixed Charge Coverage Ratio< 1.5 to 1.0 orAverage
30-Day Foreign Availability< $5,000,000
 provided
 3




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Availability Period
 Borrowing
 Borrowing Base
 Class
 4




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Revolving Commitment
 Revolving Exposure
 Revolving Loan
 Revolving Loan Sublimit minus plus minus
 Section 2.03 Amendment to Article I
 Average 30-Day Domestic Availability
 Average 30-Day Foreign Availability
 Borrowing Base for Eligible Receivables minus provided however
 5




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Borrowing Base for Foreign Eligible Receivables minus provided however
 Domestic Revolving Exposure
 ExIm
 ExIm Documents
 6




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Foreign Eligible Accounts
        7




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et seq et seq
  8




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9




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Foreign Loan
 Foreign Loan End Date
 Foreign Loan Limit minus
 Foreign Revolving Exposure
 Permitted Foreign Country
 Section 2.04 Amendment to Section 2.01 Section 2.01(a)
  10




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Section 2.05 Amendment to Section 2.03 Section 2.03
 provided
  11




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12




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Section 2.06 Amendment to Section 2.07 Section 2.07
 Section 2.07 Amendment to Section 2.08 Section 2.08
 Section 2.08 Amendment to Section 2.10 Section 2.10(a)(i)
  Section 2.09 Amendment to Section 2.10 Section 2.10(b)
 first second provided
 Section 2.10 Amendment to Section 2.11 Section 2.11
 SECTION 2.11 Prepayment of Loans
  13




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provided
   provided
 14




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first second first second
 provided
 15




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Section 2.11 Amendment to Section 2.13(c)and (e) Section 2.13(c) 2.13(e)
 Section 2.12 Amendment to Section 2.14 Section 2.14
 Section 2.13 Amendment to Section 4.02 Section 4.02(c)
  Section 2.14 Amendment to Section 5.01(f) Section 5.01(f)
 provided
  16




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Section 2.15 Amendment to Section 9.04(b)(i)(A) Section 9.04(b)(i)(A)
 provided
 Section 2.16 Amendment to Exhibit C
 Section 2.17 Amendment to Exhibit D .
 ARTICLE III  Conditions Precedent
 Section 3.01 Conditions Effective Date
 17




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18




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Section 3.02 Modified
 ARTICLE IV  Ratifications, Representations and Warranties
 Section 4.01 Ratifications
 19




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Section 4.02 Representations and Warranties
 ARTICLE V  Miscellaneous
 Section 5.01 Survival of Representations and Warranties
 Section 5.02 Reference to Credit Agreement; Obligations
 Section 5.03 Expenses
 20




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Section 5.04 Severability
 Section 5.05 APPLICABLE LAW . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS)
OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
 Section 5.06 Successors and Assigns
 Section 5.07 Counterparts
 Section 5.08 No Waiver
 Section 5.09 Headings
 Section 5.10 Release
 21




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Section 5.11 NO ORAL AGREEMENTS
 [Remainder of Page Intentionally Left Blank; Signature Pages Follow.]
 22




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IN WITNESS WHEREOF
 BORROWER:
SUPERIOR OFFSHORE INTERNATIONAL, INC.By:
    /s/ Thomas E. DamanName:
    Thomas E. DamanTitle:
    Vice President and Treasurer




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AGENT:
JPMORGAN CHASE BANK, N.A.
Individually, as Administrative Agent and LenderBy:
    /s/ Christy WestName:
    Christy WestTitle:
    Vice PresidentAcknowledged by:
    JPMORGAN CHASE BANK, N.A. (Global Trade Services)By:
    /s/ Randall MascorroName:
    Randall MascorroTitle:
    Vice President




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EXHIBIT A
 TO THE
   BORROWING BASE REPORTRpt #Obligor Number:
    
    
    
    Date:Loan Number:
    
    
    
    Period Covered: ____________ to ____________DOMESTIC COLLATERAL CATEGORY
    
    A/R
    
    TOTALDescription1 Beginning Balance (Previous
report  Line 8)2 Additions to Accounts
Receivables (Gross Sales or
Purchases)3 Other Additions (Add back any
non-A/R cash in line 34 Deductions to Accounts
Receivables (Cash Received)5 Deductions to Accounts
Receivables (Discounts, other)6 Deductions to Accounts
Receivables (Credit Memos, all)7 Other non-cashcredits to A/R8 Total Ending Accounts
Receivables Balance9 Less Ineligible  Past Due10 Less Ineligible  Cross-age
(20%)11 Less Ineligible  Foreign12 Less Ineligible  Contra13 Less Ineligible  Other
(attached schedule)14 Total Ineligibles  Accounts
Receivable15 Reserved.16 Reserved.17 Reserved.18 Reserved.19 Reserved.20 Reserved.21 Total Eligible Collateral




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22 Advance Rate Percentage
    
    85%23 Net Available  Borrowing Base
for Eligible Receivables Value24 Reserves (Sum of A, B and C
below)A) Contractor ReservesB) Outstanding Amount
of Foreign LoansC) Other Reserves25 Total Borrowing Base for
Eligible Receivables Value26 CAPS/Loan Limits
    
    
    
    TotalCAPS/Loan Line27 Maximum Borrowing Limit (Lesser
of 25. or 26.)*
    
    
    
    Total AvailableLOAN STATUS28 Previous Loan Balance (Previous
Report Line 31)29 Less: A. Net Collections (Same
as line 4)B. Adjustments/Other ________30 Add: A. Request for FundsB. Adjustments/Other ________31 New Loan Balance32 Letter of Credit/BAs
outstanding33 Availability Not Borrowed
(Lines 27 less 31 & 32)34 [Reserved]
    
    
    
    Total New Loan Balance:35 OVERALL DOMESTIC EXPOSURE
(lines 31 & 34)




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Rpt #Obligor Number:
    
    
    
    Date:Loan Number:
    
    
    
    Period Covered: ___________ to ___________FOREIGN COLLATERAL CATEGORY
    
    A/R
    
    TOTALDescription36 Beginning Balance
(Previous report  Line 8)37 Additions to Accounts
Receivables (Gross Sales or
Purchases) from Account
Debtors located in a
Permitted Foreign Country
(Foreign Account
Receivables)38 Other Additions (Add back
any non-A/R cash in line 38)39 Deductions to Foreign
Account Receivables (Cash
Received)40 Deductions to Foreign
Accounts Receivables
(Discounts, other)41 Deductions to Accounts
Receivables (Credit Memos,
all)42 Other non-cashcredits to
Foreign Account Receivables43 Total Ending Accounts
Receivables Balance44 Less Ineligible  Past Due45 Reserved.46 Less Ineligible  Contra47 Less Ineligible  Other
(attached schedule)48 Total Ineligibles -
Accounts Receivable49 Reserved.50 Reserved.51 Reserved.52 Reserved.53 Reserved.54 Reserved.55 Total Eligible Collateral56 Advance Rate Percentage
    
    90%57 Net Available  Borrowing




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Base for Foreign Eligible
Receivables Value58 Reserves (Sum of A and B
below)A) Other Reserves59 Total Borrowing Base for
Foreign Eligible Receivables
Value60 CAPS/Loan Limits
    
    
    
    TotalCAPS/Loan Line61 Maximum Borrowing Limit
(Lesser of 59. or 60.)*
    
    
    
    Total AvailableLOAN STATUS62 Previous Loan Balance
(Previous Report Line 66)63 Less: A. Net Collections
(Same as line 39)B. Adjustments/Other _________64 Add: A. Request for FundsB. Adjustments/Other
_________65 New Loan Balance66 Letter of Credit/BAs
outstanding67 Availability Not Borrowed
(Lines 61 less 65 & 66)68 [Reserved]
    
    
    
    Total New Loan Balance:69 OVERALL FOREIGN EXPOSURE
(lines 65 & 68)
  BORROWER NAME:
    
    AUTHORIZED SIGNATURE:




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Total Credit Line
    
    
    Borrowing BaseNo. of Days
    
    Date
    
    
    Day of Week
    
    
    Borrowing Base
    
    
    Borrowing
    
    
    Capacity123456789101112131415161718192021222324252627282930Total
    
    $
    Average Availability
    
    $
    




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Total Credit Line
    
    
    Borrowing BaseNo. of Days
   
    Date
    
    
    Day of Week
    
    
    Borrowing Base
    
    
    Borrowing
    
    
    Capacity123456789101112131415161718192021222324252627282930Total
    
    $
    Average Availability
    
    $
    