##### 



Exhibit 10.12




---



##### 



ARTICLE 1 Definitions
    
    
    1SECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Classification of Loans and Borrowings
    
    
    21SECTION 1.03. Terms Generally
    
    
    21SECTION 1.04. Accounting Terms; GAAP
    
    
    21ARTICLE II The Credits
    
    
    21SECTION 2.01. Commitments
    
    
    21SECTION 2.02. Loans and Borrowings
    
    
    23SECTION 2.03. Requests for Revolving Borrowings
    
    
    23SECTION 2.04. Protective Advances
    
    
    24SECTION 2.05. Swingline Loans and Overadvances
    
    
    25SECTION 2.06. Letters of Credit
    
    
    26SECTION 2.07. Funding of Borrowings
    
    
    29SECTION 2.08. Interest Elections
    
    
    30SECTION 2.09. Termination of Commitments
    
    
    31SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt
    
    
    31SECTION 2.11. Prepayment of Loans
    
    
    32SECTION 2.12. Fees
    
    
    34SECTION 2.13. Interest
    
    
    34SECTION 2.14. Alternate Rate of Interest
    
    
    35SECTION 2.15. Increased Costs
    
    
    35SECTION 2.16. Break Funding Payments
    
    
    36SECTION 2.17. Taxes
    
    
    37SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs
    
    
    38SECTION 2.19. Mitigation Obligations; Replacement of Lenders
    
    
    40SECTION 2.20. Returned Payments
    
    
    40ARTICLE III Representations and Warranties
    
    
    41SECTION 3.01. Organization; Powers
    
    
    41SECTION 3.02. Authorization; Enforceability
    
    
    41SECTION 3.03. Governmental Approvals; No Conflicts
    
    
    41SECTION 3.04. Financial Condition; No Material Adverse Change
    
    
    41SECTION 3.05. Properties
    
    
    41SECTION 3.06. Litigation and Environmental Matters
    
    
    42SECTION 3.07. Compliance with Laws and Agreements
    
    
    42SECTION 3.08. Investment Company Status
    
    
    42SECTION 3.09. Taxes
    
    
    42SECTION 3.10. ERISA
    
    
    42SECTION 3.11. Disclosure
    
    
    43SECTION 3.12. Material Agreements
    
    
    43SECTION 3.13. Solvency
    
    
    43SECTION 3.14. Insurance
    
    
    43SECTION 3.15. Capitalization and Subsidiaries
    
    
    43SECTION 3.16. Security Interest in Collateral
    
    
    44SECTION 3.17. Employment Matters
    
    
    44SECTION 3.18. Affiliate Transactions
    
    
    44SECTION 3.19. Common Enterprise
    
    
    44
 
 i




---



##### 



ARTICLE IV Conditions
    
    
    45SECTION 4.01. Effective Date
    
    
    45SECTION 4.02. Each Credit Event
    
    
    47ARTICLE V Affirmative Covenants
    
    
    48SECTION 5.01. Financial Statements; Borrowing Base and Other Information
    
    
    48SECTION 5.02. Notices of Material Events
    
    
    50SECTION 5.03. Existence; Conduct of Business
    
    
    51SECTION 5.04. Payment of Obligations
    
    
    51SECTION 5.05. Maintenance of Properties
    
    
    51SECTION 5.06. Books and Records; Inspection Rights
    
    
    51SECTION 5.07. Compliance with Laws
    
    
    52SECTION 5.08. Use of Proceeds
    
    
    52SECTION 5.09. Insurance
    
    
    52SECTION 5.10. Casualty and Condemnation
    
    
    52SECTION 5.11. Appraisals
    
    
    52SECTION 5.12. Depository Banks
    
    
    52SECTION 5.13. Additional Collateral; Further Assurances
    
    
    52ARTICLE VI Negative Covenants
    
    
    53SECTION 6.01. Indebtedness
    
    
    54SECTION 6.02. Liens
    
    
    54SECTION 6.03. Fundamental Changes
    
    
    56SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
    
    
    56SECTION 6.05. Asset Sales
    
    
    57SECTION 6.06. Sale and Leaseback Transactions
    
    
    57SECTION 6.07. Swap Agreements
    
    
    58SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness
    
    
    58SECTION 6.09. Transactions with Affiliates
    
    
    58SECTION 6.10. Restrictive Agreements
    
    
    58SECTION 6.11. Amendment of Material Documents
    
    
    59SECTION 6.12. Clauses Restricting Subsidiary Distributions
    
    
    59SECTION 6.13. Lines of Business
    
    
    59SECTION 6.14. Coastwise Citizenship
    
    
    59SECTION 6.15. Changes in Fiscal Periods
    
    
    59SECTION 6.16. Capital Expenditures
    
    
    59SECTION 6.17. Financial Covenants
    
    
    59ARTICLE VII Events of Default
    
    
    60ARTICLE VIII The Administrative Agent
    
    
    62ARTICLE IX Miscellaneous
    
    
    64SECTION 9.01. Notices
    
    
    64SECTION 9.02. Waivers; Amendments
    
    
    66SECTION 9.03. Expenses; Indemnity; Damage Waiver
    
    
    67SECTION 9.04. Successors and Assigns
    
    
    69SECTION 9.05. Survival
    
    
    72SECTION 9.06. Counterparts; Integration; Effectiveness
    
    
    72SECTION 9.07. Severability
    
    
    72SECTION 9.08. Right of Setoff
    
    
    72
 
 ii




---



##### 



SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
    
    
    73SECTION 9.10. WAIVER OF JURY TRIAL
    
    
    73SECTION 9.11. Headings
    
    
    73SECTION 9.12. Confidentiality
    
    
    73SECTION 9.13. Several Obligations; Nonreliance; Violation of Law
    
    
    74SECTION 9.14. USA PATRIOT Act
    
    
    75SECTION 9.15. Disclosure
    
    
    75SECTION 9.16. Appointment for Perfection
    
    
    75SECTION 9.17. Interest Rate Limitation
    
    
    75ARTICLE X Loan Guaranty
    
    
    75SECTION 10.01. Guaranty
    
    
    75SECTION 10.02. Guaranty of Payment
    
    
    76SECTION 10.03. No Discharge or Diminishment of Loan Guaranty
    
    
    76SECTION 10.04. Defenses Waived
    
    
    76SECTION 10.05. Rights of Subrogation
    
    
    77SECTION 10.06. Reinstatement; Stay of Acceleration
    
    
    77SECTION 10.07. Information
    
    
    77SECTION 10.08. Termination
    
    
    77SECTION 10.09. Taxes
    
    
    77SECTION 10.10. Maximum Liability
    
    
    78SECTION 10.11. Contribution
    
    
    78SECTION 10.12. Liability Cumulative
    
    
    78
 SCHEDULES :
 
 EXHIBITS:
 
 
 iii




---



##### 



Exhibit 10.12
 Agreement
   Definitions
 Defined Terms
 ABR
 Account
 Account Debtor
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Questionnaire
 Affiliate
 Aggregate Credit Exposure
 Alternate Base Rate 1 2
 Applicable Percentage
 
 1




---



##### 



Applicable Rate
 Average 30-DayAvailability or Fixed
    
    Revolver
    
    CommitmentCharge Coverage Ratio
    
    Eurodollar Spread
    
    Fee RateCategory 1
Fixed Charge Coverage Ratio
≥ 2.0 to 1.0 orAverage 30-Day Availability
≥ $15,000,000
    
    1.75%
    
    0.25%Category 2
Fixed Charge Coverage Ratio
< 2.0 to 1.0 but
≥ 1.5 to 1.0 orAverage 30-Day Availability
< $15,000,000 but
≥ $10,000,000
    
    2.00%
    
    0.25%Category 3
Fixed Charge Coverage Ratio
< 1.5 to 1.0 orAverage 30-Day Availability
< $10,000,000
    
    2.25%
    
    0.25%
 provided
 
 2




---



##### 



Approved Fund
 Asset Sale
 Assignment and Assumption Exhibit A
 Availability plus minus
 Available Revolving Commitment minus
 Availability Period
 Average 30-Day Availability
 Banking Services
 Banking Services Obligations
 Banking Services Reserves
 
 3




---



##### 



Board
 Borrower
 Borrowing
 Borrowing Base minus
 Borrowing Base Certificate Exhibit C
 Borrowing Request
 Business Day provided Business
Day
 Capital Expenditures
 Capital Lease Obligations
 Cash Equivalents
   
 4




---



##### 



S&P Moodys
      Change in Control
 Change in Law
 Charter Obligations
 
 5




---



##### 



Chase
 Class
 Code
 Collateral
 Collateral Access Agreement
 Collateral Documents
 Collection Account
 Commitment
 Commitment Schedule
 Continuing Directors
 Contractor Reserve provided however
 Control Controlling Controlled
 Controlled Disbursement Account
 
 6




---



##### 



Credit Exposure plus
 Default
 Disclosed Matters Schedule 3.06
 Disposition Dispose Disposed of
 Document
 dollars $
 EBITDA plus minus
 Effective Date
 Eligible Accounts
  
 7




---



##### 



provided however
       
 8




---



##### 



et seq et seq
         
 9




---



##### 



Environmental Laws
 Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 
 10




---



##### 



Eurodollar
 Event of Default
 Excluded Taxes
 Federal Funds Effective Rate
 Financial Officer
 Fixed Charges plus plus plus plus plus
 
 11




---



##### 



Fixed Charge Coverage Ratio minus
 Foreign Lender
 Funding Account
 GAAP
 Governmental Authority
 Guarantee guarantor primary
obligor provided
 Guaranteed Obligations
 Hazardous Materials
 Indebtedness
 
 12




---



##### 



Indemnified Taxes
 Intercreditor Agreement
 Interest Election Request
 Interest Expense
 Interest Payment Date
 Interest Period provided
 Inventory
 IPO
 
 13




---



##### 



Issuing Bank
 Joinder Agreement
 LC Disbursement
 LC Exposure
 LC Collateral Account
 LC Sublimit
 Lenders Commitment Schedule
 Letter of Credit
 Leverage Ratio
 LIBO Rate LIBO Rate
 Lien
 
 14




---



##### 



Loan Documents
 Loan Guarantor
 Loan Guaranty
 Loan Parties
 Loans
 Long-Term Debt
 Material Adverse Effect
 Material Indebtedness
 Maturity Date
 Maximum Liability
 
 15




---



##### 



Moodys
 Mortgages
 Multiemployer Plan
 Net Income provided
 Net Proceeds
 Non-Consenting Lender
 Non-Paying Guarantor
 Obligated Party
 Obligations
 Other Taxes
 Overadvance
 Participant
 
 16




---



##### 



Paying Guarantor
 PBGC
 Permitted Discretion
 Permitted Encumbrances
 Person
 Plan
 Prepayment Event
     provided
 Prepayment Fee
 Prime Rate
 Projections
 Protective Advance
 Recovery Event
 
 17




---



##### 



Register
 Related Parties
 Report
 Required Lenders provided
 Requirement of Law
 Reserves
 Restricted Payment
 Revolving Commitment Commitment Schedule
 Revolving Exposure
 Revolving Lender
 
 18




---



##### 



Revolving Loan
 Revolving Loan Sublimit
 S&P
 Secured Obligations provided
 Security Agreement
 Statutory Reserve Rate
 Subordinated Indebtedness
 subsidiary
 Subsidiary
 Subtech
 Superior Achiever
 
 19




---



##### 



Swap Agreement provided
 Swap Obligations
 Swingline Lender
 Swingline Loan
 Taxes
 Term Loan Agreement
 Term Loan Administrative Agent
 Term Loan Collateral Agent
 Term Loan Documentation
 Total Indebtedness
 Transactions
 Type
 UCC
 Unliquidated Obligations
 
 20




---



##### 



Vessel Mortgage Exhibit H
 Withdrawal Liability
 Classification of Loans and Borrowings e.g. Revolving Loan e.g. Eurodollar Loan e.g. Eurodollar Revolving Loan e.g. e.g. Eurodollar Borrowing e.g. Eurodollar Revolving Borrowing
 Terms Generally
 Accounting Terms; GAAP provided
  The Credits
 Commitments.
 
 21




---



##### 



Increase in Aggregate Commitment Commitment
Adjustment Event provided provided further
 Exhibit F Commitment Increase Certificate
  Additional Lender Exhibit G Additional Lender Certificate provided
  
 22




---



##### 



Loans and Borrowings
 provided provided
 provided
  Requests for Revolving Borrowings provided
 
 23




---



##### 



Protective Advances Protective Advances provided provided further
  
 24




---



##### 



Swingline Loans and Overadvances provided
 mutatis mutandis
 
 25




---



##### 



Overadvances provided provided
  Letters of Credit General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions 
 26
        Expiration Date
 Participations
 Reimbursement provided mutatis mutandis 
 27
        Obligations Absolute provided
 Disbursement Procedures provided
 Interim Interest provided 
 28
        Replacement of the Issuing Bank
 Cash Collateralization LC
Collateral Account provided
 Funding of Borrowings provided
 
 29




---



##### 



Interest Elections
      
 30




---



##### 



Termination of Commitments
  Repayment and Amortization of Loans; Evidence of Debt provided
 first second provided
 
 31




---



##### 



prima facie provided
   Prepayment of Loans
  provided 
 32
          provided
  first second first second
 provided
 
 33




---



##### 



Fees
 provided
   Interest
    
 34




---



##### 



provided
  Alternate Rate of Interest
    Increased Costs
   
 35




---



##### 



provided provided further
 Break Funding Payments
 
 36




---



##### 



Taxes provided
     37
        Payments Generally; Allocation of Proceeds; Sharing of Set-offs
 first second third fourth fifth sixth seventh eighth 
 38
         provided
 39
         Mitigation Obligations; Replacement of Lenders
  Departing Lender provided
 Returned Payments
 
 40




---



##### 



Representations and Warranties
  Organization; Powers.
 Authorization; Enforceability
 Governmental Approvals; No Conflicts
 Financial Condition; No Material Adverse Change
  Properties Schedule 3.05
 
 41




---



##### 



Schedule 3.05
 Litigation and Environmental Matters
   Compliance with Laws and Agreements
 Investment Company Status
 Taxes
 ERISA
 
 42




---



##### 



Disclosure provided
 Material Agreements
 Solvency
  Insurance Schedule 3.14
 Capitalization and Subsidiaries Schedule 3.15 Schedule 3.15
 
 43




---



##### 



Security Interest in Collateral
 Employment Matters
 Affiliate Transactions Schedule 3.18 Schedule 3.18
 Common Enterprise
 
 44




---



##### 



Conditions
 Effective Date
 Credit Agreement and Loan Documents Exhibit B
 Financial Statements and Projections
 Closing Certificates; Certified Certificate of Incorporation; Good Standing
Certificates
 No Default Certificate
 Fees
 
 45




---



##### 



Lien Searches
 Pay-Off Letter
 Funding Account Funding Account
 Customer List
 Collateral Access and Control Agreements
 Solvency
 Borrowing Base Certificate
 Closing Availability
 Pledged Stock; Stock Powers; Pledged Notes
 Filings, Registrations and Recordings
 
 46




---



##### 



Insurance
 Letter of Credit Application
 Other Documents
   Each Credit Event
     
 47




---



##### 



Affirmative Covenants
  Financial Statements; Borrowing Base and Other Information
   Exhibit D
  
 48




---



##### 



Projections
 provided
         
 49




---



##### 



Notices of Material Events
     
 50




---



##### 



Existence; Conduct of Business provided
 Payment of Obligations
 Maintenance of Properties
 Books and Records; Inspection Rights
 
 51




---



##### 



Compliance with Laws
 Use of Proceeds
 Insurance
 Casualty and Condemnation
 Appraisals
 Depository Banks
 Additional Collateral; Further Assurances Exhibit
E Joinder Agreement
 
 52




---



##### 



Negative Covenants
  
 53




---



##### 



Indebtedness
            Liens
 provided
 
 54




---



##### 



provided
 provided
  provided
    
 55




---



##### 



Fundamental Changes
 provided provided
 provided
  ,
  Investments, Loans, Advances, Guarantees and Acquisitions Investments
      
 56




---



##### 



Asset Sales
      provided
 Sale and Leaseback Transactions
 
 57




---



##### 



Swap Agreements
 Restricted Payments; Certain Payments of Indebtedness Restricted Payments
  provided
 Article
VII provided
  Transactions with Affiliates
 Restrictive Agreements
 
 58




---



##### 



Amendment of Material Documents
 Clauses Restricting Subsidiary Distributions
 Lines of Business
 Coastwise Citizenship
 Changes in Fiscal Periods
 Capital Expenditures
 Financial Covenants
 
 59




---



##### 



Fixed Charge Coverage Ratio
  Events of Default
 Events of Default
       60
       provided
       
 61




---



##### 



The Administrative Agent
 62
            
 63




---



##### 



Miscellaneous
 Notices
 
 64




---



##### 



(i)
    
    if to any Loan Party, to the Borrower at:
 
  (ii)
    
    if to the Administrative Agent, the Issuing Bank or the
Swingline Lender, to JPMorgan Chase Bank, N.A. at:
 
  
 (iii)
    
    if to any other Lender, to it at its address or facsimile
number set forth in its Administrative Questionnaire.
 provided
 provided provided provided
 
 65




---



##### 



Waivers; Amendments
 provided Commitment
Schedule
 66
       provided
 Non-Consenting Lender provided
 Expenses; Indemnity; Damage Waiver
 
 67




---



##### 



Indemnitee provided
 68
       provided
   Successors and Assigns
  provided
     
 69




---



##### 



provided
   Approved Fund
 Approved Fund
   
 70




---



##### 



Register
 provided
 Participant provided provided
  71
       provided
 Survival
 Counterparts; Integration; Effectiveness
 Severability
 Right of Setoff provided
 
 72




---



##### 



Governing Law; Jurisdiction; Consent to Service of Process
    WAIVER OF JURY TRIAL
 Headings
 Confidentiality
 
 73




---



##### 



Information provided
 EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
 ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH
LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.
 Several Obligations; Nonreliance; Violation of Law
 
 74




---



##### 



USA PATRIOT Act Act
 Disclosure
 Appointment for Perfection
 Interest Rate Limitation Charges Maximum Rate
  Loan Guaranty
 Guaranty Guaranteed Obligations
 
 75




---



##### 



Guaranty of Payment Obligated
Party
 No Discharge or Diminishment of Loan Guaranty
   Defenses Waived
 
 76




---



##### 



Rights of Subrogation
 Reinstatement; Stay of Acceleration
 Information
 Termination
 Taxes provided
 
 77




---



##### 



Maximum Liability Maximum Liability. provided
 Contribution Paying
Guarantor Non-Paying Guarantor Applicable
Percentage
 Liability Cumulative
 
 78




---



##### 



79




---



##### 



SUPERIOR OFFSHORE INTERNATIONAL, L.L.C.By
    /s/ Roger D. BurksName:
    Roger D. BurksTitle:
    Chief Financial Officer




---



##### 



JPMORGAN CHASE BANK, N.A., individually, as
Administrative Agent, Issuing Bank and Swingline
LenderBy
    /s/ Christy WestName:
    Christy WestTitle:
    Vice President




---



##### 



Lender
    
    Revolving Commitment
    
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    37,000,000
    
    
    $
    37,000,000Total
    
    $
    37,000,000
    
    
    $
    37,000,000




---



##### 



Date Filed
    
    Type (State/Federal)
    
    
    Dollar Amount
    
    
    Jurisdiction of Filing




---



##### 



Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:
    
     
;2.
    
    Assignee:
    
     
;[and is an Affiliate of [identify Lender]/Approved Fund1]3.
    
    Borrower(s):
    
     
;4.
    
    Administrative Agent:
    
    , as the administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    [The [amount] Credit Agreement dated as of  among [name of

Borrower(s)], the Lenders parties thereto, [name of Administrative
Agent], as Administrative Agent, and the other agents parties
thereto]6.
    
    Assigned Interest:
 
 1
    
    Select as applicable.




---



##### 



Facility Assigned
    
    Aggregate Amount of
    
    Amount of
    
    Percentage Assigned ofCommitment/Loans
    
    Commitment/Loans
    
    Commitment/Loansfor all Lenders
    
    Assigned$
    
    $    

    %$    
    $    
    %$    
    $    
    %
 
   ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:




---



##### 



ByTitle:
   ByTitle:




---



##### 



ANNEX
1
 2
 
 Representations and Warranties
 Assignor
 Assignee 3
 Payments
 General Provisions
 
 2
    
    Describe Credit Agreement at option of
Administrative Agent.3
    
    The concept of  Foreign Lender
should be conformed to the section in the Credit Agreement governing
withholding taxes and gross-up.




---



##### 








---



##### 








---



##### 



EXHIBIT
C
  BORROWING BASE REPORT
 Rpt #Obligor Number:
    
    
    


    Date:Loan Number:
    
    
    


    Period Covered:
to
 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 Reserved21 Total Eligible Collateral22 Advance Rate Percentage
    
    
    85
    %23 Net Available-Borrowing Base 
Value24 Reserves (Sum of A and B below)A) Contractor Reserves




---



##### 



B) Other Reserves25 Total Borrowing Base Value26 CAPS/Loan Limits
    
    
    
    Total CAPS/Loan Line27 Maximum Borrowing Limit
(Lesser of 25. or 26.)*
LOAN STATUS
    
    
    
    Total Available28 Previous Loan Balance
(Previous Report Line 31)29 Less: A. Net Collections (Same
as line 4)
               B. Adjustments/Other30 Add: A. Request for Funds
               B. Adjustments/Other31 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 EXPOSURE (lines 31 & 34)
 
 BORROWER NAME:
    
    AUTHORIZED SIGNATURE:




---



##### 



Agreement Borrower
  
 for
quarterly or monthly financial statements add:
   Schedule I
 Schedule II
 Exhibit A




---



##### 



Schedule I Schedule II
 SUPERIOR OFFSHORE INTERNATIONAL, L.L.C.By:Name:Title:




---



##### 



SCHEDULE I
 
 6.16 CAPITAL EXPENDITURES
 (A)
    
    The actual Capital Expenditures for the Fiscal Year total:
    
    $(B)
    
    Minus Capital Expenditures made with Net Proceeds of
Asset Sales or Recovery Events:
    
    $(C)
    
    Minus Capital Expenditures attributable to the Superior
Achiever or related equipment and made with proceeds of the
term loan
    
    $(D)
    
    Applicable Capital Expenditures for
the Fiscal Year (A)  (B)  (C):
    
    $(E)
    
    The amount of Capital Expenditures are not permitted to
exceed the sum of:
    
    $
 *As set forth in Section 6.16 of the Credit Agreement.
 6.17 FIXED CHARGE COVERAGE RATIO
 The actual Fixed Charge Coverage Ratio for the period of four Fiscal
Quarters most recently ended(the Reported Period) is:
    
    to 1.0the Fixed Charge Coverage Ratio is required to be not less than:
    
    1.2 to 1.0
 *As set forth in Section 6.17 of the Credit Agreement.
 The Fixed Charge coverage Ratio of the Reported Period has been calculated as follows:
 (A)
    
    EBITDA for the Reported Period:(See below for calculation of EBITDA)
    
    $minus(B)
    
    the unfinanced portion of Capital Expenditures:
    
    $divided by(C)
    
    Fixed Charges for the Reported Period:
    
    $




---



##### 



CALCULATION OF FIXED CHARGES
 For purposes of this Compliance Certificate, consolidated Fixed Charges for the Reported Period
has been calculated as follows and are all calculated for the Borrower and its Subsidiaries on a
consolidated basis::
 (a) cash Interest Expense during such period:
    
    $plus(b) scheduled principal paymentson Indebtedness made during such period:
    
    $plus(c) expense for taxes paid in cash during such period:
    
    $plus(d) dividends and distributions paid in cashduring such period, other than any Restricted
payment made to a loan Party or made pursuant
to Section 6.08(c) or (d):
    
    $plus(e) Capital Lease Obligation payments madeduring such period:
    
    $plus(f) cash contributions to any Plan:
    
    $TOTAL FIXED CHARGES:
    
    $




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##### 



CALCULATION OF EBITDA
 For purposes of this Compliance Certificate, EBITDA for the Reported period has been calculated as
follows:
 I. Net Income for the Reported Period:
    
    $plusII. for the Reported Period, the sum of:
 a)
    
    income tax expense:
    
    $b)
    
    interest expense, amortization or
write-off of debt discount and debt issuance costs and commissions,
discounts and other fee and charges associated with Indebtedness (including the Loans):
    
    $_c)
    
    depreciation and amortization expense:
    
    $_d)
    
    amortization of intangibles
(including, but not limited to, goodwill) and organization costs:
    
    $_e)
    
    any extraordinary non-cash expenses
or losses (including, whether or not otherwise included as a separate
item in the statement of such Net Income for such period, non-cash
losses on sales of assets outside of the ordinary course of business):
    
    $_minusa)
    
    to the extent included in the
statement of such Net Income for such period the sum of:i.
    
    interest income:
    
    $ii.
    
    any extraordinary or non-recurring
non-cash income or gains (including, whether or not otherwise
included as a separate item in the statement of such Net Income for
such period, gains on the sales of assets outside of the ordinary course of business):
    
    $iii.
    
    income tax credits (to the extent
not netted from income tax expense):
    
    $iv.
    
    any other non-cash income, and
    
    $b)
    
    any cash payments made during such
period in respect of items described in clause (e) above subsequent
to the fiscal quarter in which the relevant non-cash expenses or
losses were reflected as a charge in the statement of Net Income:
    
    $
 TOTAL EBITDA:
    
    $




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##### 



SCHEDULE II




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##### 



Total Credit LineNo. of Days
    
    Date
    
    Day of Week
    
    Borrowing Base
    
    Borrowing
    
    Borrowing Base Capacity123456789101112131415161718192021222324252627282930Total
    $

Average Availability
    $






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##### 



Agreement         New
Subsidiary Administrative Agent Borrower Credit Agreement




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##### 



[NEW SUBSIDIARY]By:Name:Title:
 Acknowledged and accepted:JPMORGAN CHASE BANK, N.A., as Administrative
AgentBy:Name:Title: