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EXHIBIT 10.12




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PageSECTION 1. DEFINED TERMS
    
    
    11.1 Definitions
    
    
    11.2 Other Definitional Provisions
    
    
    4SECTION 2. GUARANTEE
    
    
    42.1 Guarantee
    
    
    42.2 Right of Contribution
    
    
    52.3 No Subrogation
    
    
    52.4 Amendments, etc.
    
    
    62.5 Guarantee Absolute and Unconditional
    
    
    62.6 Reinstatement
    
    
    72.7 Payments
    
    
    7SECTION 3. GRANT OF SECURITY INTEREST
    
    
    7SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    94.1 Title; No Other Liens
    
    
    94.2 Perfected First Priority Liens
    
    
    94.3 Jurisdiction of Organization; Chief Executive Office
    
    
    94.4 RESERVED
    
    
    94.5 Farm Products
    
    
    94.6 Investment Property
    
    
    104.7 Receivables
    
    
    104.8 Intellectual Property
    
    
    104.9 Commercial Tort Claims
    
    
    11SECTION 5. COVENANTS
    
    
    115.1 Delivery of Instruments, Certificated Securities and Chattel Paper
    
    
    115.2 Maintenance of Insurance
    
    
    115.3 RESERVED
    
    
    115.4 Maintenance of Perfected Security Interest; Further Documentation
    
    
    115.5 Changes in Name, etc.
    
    
    125.6 RESERVED
    
    
    125.7 Investment Property
    
    
    125.8 Receivables
    
    
    135.9 Intellectual Property
    
    
    135.10 Commercial Tort Claims
    
    
    155.11 Foreign Assets
    
    
    15SECTION 6. REMEDIAL PROVISIONS
    
    
    156.1 Certain Matters Relating to Receivables
    
    
    15
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Page6.2 Communications with Obligors; Grantors Remain Liable
    
    
    166.3 Pledged Stock
    
    
    166.4 Proceeds to Be Turned over to Collateral Agent
    
    
    176.5 Application of Proceeds
    
    
    176.6 Code and Other Remedies
    
    
    186.7 Registration Rights
    
    
    196.8 Subordination
    
    
    206.9 Deficiency
    
    
    20SECTION 7. THE COLLATERAL AGENT
    
    
    207.1 Collateral Agents Appointment as Attorney-in-Fact, etc.
    
    
    207.2 Duty of Collateral Agent
    
    
    227.3 Execution of Financing Statements
    
    
    227.4 Authority of Collateral Agent
    
    
    22SECTION 8. MISCELLANEOUS
    
    
    238.1 Amendments in Writing
    
    
    238.2 Notices
    
    
    238.3 No Waiver by Course of Conduct; Cumulative Remedies
    
    
    238.4 Enforcement Expenses; Indemnification
    
    
    238.5 Successors and Assigns
    
    
    248.6 Set-Off
    
    
    248.7 Counterparts
    
    
    248.8 Severability
    
    
    248.9 Section Headings
    
    
    248.10 Integration
    
    
    248.11 GOVERNING LAW
    
    
    258.12 Submission To Jurisdiction; Waivers
    
    
    258.13 Acknowledgements
    
    
    258.14 Additional Grantors
    
    
    268.15 Releases
    
    
    268.16 WAIVER OF JURY TRIAL
    
    
    268.17 Authority Subject to Credit Agreement
    
    
    278.18 Intercreditor Agreement Governs
    
    
    27
 SCHEDULES
 
 ANNEXES
 
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Grantors Collateral Agent Lenders Credit Agreement Borrower Administrative Agent
 W I T N E S S E T H
     Definitions
  Agreement
 Borrower Obligations




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Collateral
 Collateral Account
 Copyrights
 Copyright Licenses
 Deposit Account
 Foreign Subsidiary
 Foreign Subsidiary Voting Stock
 Guarantor Obligations
 Guarantors
 2




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Intellectual Property
 Intercompany Note
 Investment Property
 Issuers
 New York UCC
 Obligations
 Patents Schedule 5 Schedule 5
 Patent License Schedule
5
 Pledged Notes Schedule 2
 Pledged Stock Schedule 2 provided
 3




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Proceeds
 Receivable
 Secured Parties
 Securities Act
 Trademarks Schedule 5
 Trademark License Schedule 5
 Other Definitional Provisions
    Guarantee
 4




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Right of Contribution
 No Subrogation
 5




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Amendments, etc. with respect to the Borrower Obligations
 Guarantee Absolute and Unconditional
 6




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Reinstatement
 Payments
  Collateral
   7




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provided however
 8




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Title; No Other Liens
 Perfected First Priority Liens provided
 Jurisdiction of Organization; Chief Executive Office
 RESERVED
 Farm Products
 9




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Investment Property
   provided
 Receivables
   Intellectual Property Schedule 5
  Schedule 5
  10




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Commercial Tort Claims
     Delivery of Instruments, Certificated Securities and Chattel Paper provided
 Maintenance of Insurance
  RESERVED
 Maintenance of Perfected Security Interest; Further Documentation
 11




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Changes in Name, etc
 RESERVED
 Investment Property
 12




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mutatis mutandis
 Receivables
 Intellectual Property
 13




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14




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Commercial Tort Claims
 Foreign Assets
  Certain Matters Relating to Receivables
  15




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Communications with Obligors; Grantors Remain Liable
   Pledged Stock
  16




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Proceeds to Be Turned over to Collateral Agent
 Application of Proceeds
 17




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First
 Second
 Third
 Fourth
 Code and Other Remedies
 18




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Registration Rights
  19




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Subordination
 Deficiency
  Collateral Agents Appointment as Attorney-in-Fact, etc
   20




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21




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Duty of Collateral Agent
 Execution of Financing Statements
 Authority of Collateral Agent
 22




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Amendments in Writing
 Notices
 No Waiver by Course of Conduct; Cumulative Remedies
 Enforcement Expenses; Indemnification
  23




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Successors and Assigns
 Set-Off provided
 Counterparts
 Severability
 Section Headings
 Integration
 24




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GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 Submission To Jurisdiction; Waivers
      Acknowledgements
   25




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Additional Grantors
 Releases
  WAIVER OF JURY TRIAL .
 EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
 26




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Authority Subject to Credit Agreement
  Intercreditor Agreement Governs
 27




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SUPERIOR OFFSHORE INTERNATIONAL, INC.By:
    /s/ Roger D. BurksTitle: Chief Financial Officer Signature
Page to Guarantee and Collateral Agreement
 28




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Schedule 1




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Schedule 2
  Pledged Stock
 Percentage ofIssuer
    
    Class of Stock
    
    Stock Certificate No.
    
    Pledged SharesSuperior Subsea Holdings Ltd. (Cayman Islands)
    
    Common Stock
    
    001
    
    66%
 Pledged Notes
 1.
    
    Non-negotiable promissory note in the original principal amount of $95,000 made by Greenhead
Rentals, LLC in favor of Superior Offshore International, L.L.C. dated Dec. 7, 2006 in
connection with the sale of certain assets (including buoys, net guards, templates, trash
caps, related equipment, supplies and agreements).




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Schedule 3
 
 Uniform Commercial Code Filings
 Patent and Trademark Filings
 Actions with respect to Pledged Stock
 Other Actions




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Schedule 4
  Grantor
    
    Jurisdiction of Organization
    
    Location of Chief Executive OfficeSuperior Offshore 
International, Inc.
    
    Delaware
    
    717 Texas Avenue, Suite 3150
Houston, TX 77002




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Schedule 5
 COPYRIGHTS AND COPYRIGHT LICENSES
 PATENTS
 PATENT LICENSES
 Licensor
    
    Licensee
    
    U.S. Patent Number
    
    CommentsLouis E. Schaefer, Jr.
    
    Superior Offshore
International, L.L.C.
    
    6,926,085
    
    Safety System for
Underwater Cutting
 TRADEMARKS AND TRADEMARK LICENSES




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Guarantee and Collateral Agreement
 Additional Grantor Collateral Agent Lenders
 W I T N E S S E T H
 Borrower Administrative
Agent Credit Agreement
 Guarantee and Collateral Agreement
    Guarantee and Collateral Agreement
 2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




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[ADDITIONAL GRANTOR]By:Name:Title:




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Guarantee and Collateral Agreement
  Agreement
   mutatis mutandis
 [NAME OF ISSUER]By:
    
    Name:
Title:Address for Notices:Fax:




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Assumption Agreement
 Supplement to Schedule 1
 Supplement to Schedule 2
 Supplement to Schedule 3
 Supplement to Schedule 4
 Supplement to Schedule 5
 Supplement to Schedule 6