**Exhibit 10.11**COLLATERAL ACCOUNT AGREEMENT     COLLATERAL ACCOUNT AGREEMENT, dated as of February 27, 2007, made by SUPERIOR OFFSHOREINTERNATIONAL, L.L.C., a Louisiana limited liability company (the “Pledgor”), in favor ofJPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “the AdministrativeAgent”) and as Securities Intermediary (in such capacity, the “SecuritiesIntermediary”) for the Secured Parties (as hereinafter defined).Preliminary Statement     Pursuant to Section 1.1 and Section 2.2 of the Credit Agreement dated as of the date hereofamong the Pledgor, Wilmington Trust Company, as Collateral Agent, the several lenders from time totime parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended,supplemented or otherwise modified from time to time, the “Credit Agreement”), the Pledgorhas agreed to enter into this Agreement for the benefit of the Administrative Agent, the Lenders(as defined in the Credit Agreement), and their respective successors and assigns (eachindividually, a “Secured Party”, collectively, the “Secured Parties”).     1. Defined Terms. (a) Capitalized terms not otherwise defined herein shall have the meanings set forth in theCredit Agreement.(b) As used herein, the following terms shall have the following meanings:     “Agreement”: this Collateral Account Agreement, as the same may be amended,supplemented or otherwise modified from time to time.     “Cash Collateral”: the collective reference to:     (a) all cash, instruments, securities, other financial assets and funds deposited fromtime to time in the Collateral Account;     (b) all investments of funds in the Collateral Account and all instruments, securitiesand other financial assets evidencing such investments;     (c) all interest, dividends, cash, instruments, securities and other financial assetsand other property received in respect of, or as proceeds of, or in substitution or exchangefor, any of the foregoing; and     (d) any security entitlement to any of the foregoing.     “Collateral Account”: account no. 2330509502 established at the office of JPMorganChase Bank, N.A. at 201 St. Charles Avenue, 28th Floor, New Orleans LA 70170 Attention:Carol DiVita, for the Administrative Agent as entitlement holder thereto designated “SuperiorOffshore International, L.L.C. Collateral Account” with such abbreviations as may be required tocomply with the Securities Intermediary’s operating systems.     “Collateral”: the collective reference to the Cash Collateral and the CollateralAccount.
 

 
     “Collateral Account Termination Date”: the earlier of (i) the first date on which theamount on deposit in the Collateral Account is zero, (ii) the Maturity Date and (iii) the date onwhich the Obligations are prepaid in full.     “Permitted Investments”: (i) investments in certificates of deposit and time depositsmaturing before the Maturity Date issued or guaranteed by or placed with, and money market depositaccounts issued or offered by, the domestic office of the Administrative Agent, (ii) commercialpaper rated, at the time of acquisition, at least “A-1” or the equivalent thereof by S&P or “P-1”or the equivalent thereof by Moody’s in either case maturing within twelve months after the date ofacquisition and (iii) other investments approved by the Administrative Agent.     “Secured Obligations”: the collective reference to the Obligations and allobligations and liabilities of the Pledgor which may arise under or in connection with thisAgreement.     “UCC”: the Uniform Commercial Code in effect in the State of New York or any otherapplicable jurisdiction from time to time.     2. Grant of Security Interest. As collateral security for the prompt andcomplete payment and performance when due (whether at the stated maturity, by acceleration orotherwise) of the Secured Obligations, the Pledgor hereby grants to the Administrative Agent, forthe benefit of the Collateral Agent and for the ratable benefit of the Secured Parties, a securityinterest in the Collateral.     3. Establishment and Maintenance of Collateral Account. (a) The Collateral Account shall be a “Securities Account” as such term is defined in Section8-501(a) of the UCC. The Securities Intermediary shall, subject to the terms of this Agreement,treat the Administrative Agent as entitled to exercise the rights that comprise any financial assetcredited to the Collateral Account. All securities or other property underlying any financialassets credited to the Collateral Account shall be registered in the name of the SecuritiesIntermediary (or its nominee), endorsed to the Securities Intermediary (or its nominee) or in blankor credited to another securities account maintained in the name of the Securities Intermediary andin no case will any financial asset credited to the Collateral Account be registered in the name ofthe Pledgor, payable to the order of the Pledgor or specially indorsed to the Pledgor except to theextent the foregoing have been specially endorsed to the Securities Intermediary (or its nominee)or in blank.          (b) The Cash Collateral Account shall be maintained until the Collateral Account TerminationDate.          (c) The Collateral shall be subject to the exclusive dominion and control of theAdministrative Agent, which shall hold the Collateral and administer the Cash Collateral Accountsubject to the terms and conditions of this Agreement. The Pledgor shall have no right ofwithdrawal from the Collateral Account, except as expressly provided herein.     4. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (whether investmentproperty, financial asset, security, instrument or cash) credited to the Collateral Account shallbe treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.     5. Deposit of Funds. On the Closing Date, the Pledgor shall deposit in the Collateral Account immediatelyavailable funds in an amount equal to $64,662,253,31 from the proceeds of the Term Loans made onthe Closing Date.
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     6. Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Administrative Agent that:          (a) The Pledgor has the power and authority and the legal right to execute and deliver, toperform its obligations under, and to grant the security interest in the Collateral pursuant to,this Agreement and has taken all necessary action to authorize its execution, delivery andperformance of, and grant of the security interest in the Collateral pursuant to, this Agreement.          (b) This Agreement constitutes a legal, valid and binding obligation of the Pledgorenforceable against the Pledgor in accordance with its terms and creates in favor of theAdministrative Agent a perfected, first priority security interest in the Collateral, subject onlyto nonconsensual Liens permitted by the Credit Agreement which may have priority by operation oflaw, enforceable in accordance with its terms, except in each case as affected by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to oraffecting creditors’ rights generally, general equitable principles (whether considered in aproceeding in equity or at law) and an implied covenant of good faith and fair dealing.     7. Covenants of the Pledgor. The Pledgor covenants and agrees with the Administrative Agent that:          (a) The Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grantany option with respect to, the Collateral, or create, incur or permit to exist any Lien or optionin favor of, or any claim of any Person with respect to, any of the Collateral, or any interesttherein, except for the security interest created by this Agreement and nonconsensual Lienspermitted by the Credit Agreement.          (b) The Pledgor will maintain the security interest created by this Agreement as a firstpriority, perfected security interest, subject only to nonconsensual Liens permitted by the CreditAgreement which may have priority by operation of law, and defend the right, title and interest ofthe Administrative Agent and the Secured Parties in and to the Collateral against the claims anddemands of all Persons whomsoever. At any time and from time to time, upon the request of theAdministrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and dulyexecute and deliver such further instruments and documents and take such further actions as theAdministrative Agent reasonably may request for the purposes of obtaining or preserving the fullbenefits of this Agreement and of the rights and powers herein granted, including, withoutlimitation, the filing of financing statements under the UCC.     8. Investment of Cash Collateral. (a) Subject to the provisions of Section 8(b), collected funds on deposit in the CollateralAccount shall be invested by the Securities Intermediary from time to time in PermittedInvestments; provided, however, that so long as no Event of Default shall haveoccurred and be continuing, the Securities Intermediary shall, if and to the extent that thePledgor so directs, make such investments inPermitted Investments at the direction of the Pledgor. All investments shall be made in thename of the Securities Intermediary or a nominee of the Securities Intermediary and in a manner,determined by the Administrative Agent in its sole discretion, that preserves the AdministrativeAgent’s perfected, first priority security interest on behalf of the Secured Parties in suchinvestments subject only to nonconsensual Liens permitted by the Credit Agreement which may havepriority by operation of law.          (b) The Securities Intermediary shall have no obligation to invest collected funds during thefirst night after their collection.
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          (c) The Securities Intermediary shall have no responsibility to the Pledgor for any loss orliability arising in respect of investments of the Cash Collateral in Permitted Investments(including, without limitation, as a result of the liquidation of any portion thereof beforematurity).          (d) The Pledgor will pay or reimburse the Securities Intermediary for any and all costs,expenses and liabilities of the Securities Intermediary incurred in connection with this Agreement,the maintenance and operation of the Collateral Account and the investment of the Collateral, andany reasonable investment charges or other fees in connection with maintenance of the CollateralAccount.     9. Remedies. (a) Following the acceleration of the Obligations, if Cash Collateral remains in the CashCollateral Account, the Administrative Agent may, without notice of any kind, except for noticesrequired by law which may not be waived, apply the Cash Collateral, after deducting all reasonablecosts and expenses of every kind incurred in respect thereof or in any way relating to the CashCollateral or the rights of the Administrative Agent and the Secured Parties hereunder, including,without limitation, reasonable attorneys’ fees and disbursements of counsel to the AdministrativeAgent, to the payment (pursuant to Section 6.5 of the Guarantee and Collateral Agreement) in wholeor in part of the Secured Obligations, and only after such application and after the payment by theAdministrative Agent of any other amount required by any provision of law, including, withoutlimitation, Section 9-608(a)(1)(C) of the UCC, need the Administrative Agent account for thesurplus, if any, to the Pledgor. In addition to the rights, powers and remedies granted to itunder this Agreement and in any other agreement securing, evidencing or relating to the SecuredObligations, the Administrative Agent shall, following the acceleration of the Obligations, haveall the rights, powers and remedies available at law, including, without limitation, the rights andremedies of a secured party under the UCC. To the extent permitted by law, the Pledgor waivespresentment, demand, protest and all notices of any kind and all claims, damages and demands it mayacquire against the Administrative Agent or any Secured Party arising out of the exercise by themof any rights hereunder.          (b) The Pledgor shall remain liable for any deficiency if the proceeds of any sale or otherdisposition of the Collateral are insufficient to pay the Secured Obligations, and the fees anddisbursements of any attorneys employed by the Administrative Agent or any Secured Party to collectsuch deficiency and any other expenses incurred by the Administrative Agent or any Secured Party inconnection with such collection.     10. Administrative Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and anyofficer or agent of the Administrative Agent, with full power of substitution, as its true andlawful attorney-in-fact with full irrevocable power and authority in the place and stead of thePledgor and in the name of the Pledgor or in the Administrative Agent’s own name, from time to timein the AdministrativeAgent’s discretion, for the purpose of carrying out the terms of this Agreement, to take, uponthe occurrence and during the continuation of an Event of Default, any and all appropriate actionand to execute any and all documents and instruments which may be necessary or desirable toaccomplish the purposes of this Agreement, including, without limitation, any endorsements,assignments or other instruments of transfer.          (b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be donepursuant to the power of attorney granted in Section 10(a). All powers, authorizations andagencies contained in this Agreement are coupled with an interest and are irrevocable until thisAgreement is terminated and the security interests created hereby are released.
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     11. Duty of the Securities Intermediary and the Administrative Agent. The Securities Intermediary’s and the Administrative Agent’s sole duty with respect to thecustody, safekeeping and physical preservation of any Collateral in its possession, under Section9-207 of the UCC or otherwise, shall be to comply with the specific duties and responsibilities setforth herein. Except as specifically set forth herein, the powers conferred on the AdministrativeAgent in this Agreement are solely for the protection of the Administrative Agent’s and the SecuredParties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent orany Secured Party to exercise any such powers. Neither the Administrative Agent nor any SecuredParty nor its or their directors, officers, employees or agents shall be liable for any actionlawfully taken or omitted to be taken by any of them under or in connection with the Collateral orthis Agreement, except for its or their gross negligence or willful misconduct as finallydetermined by a court of competent jurisdiction.     The Securities Intermediary may conclusively rely on a direction which it believes in goodfaith is from a person or persons having authority to take such action. The SecuritiesIntermediary shall incur no liability to any Secured Party or the Pledgor for acting on anyinstruction, direction or other communication on which the Securities Intermediary is authorized torely pursuant to this Agreement, or for any delay in delivery or non-delivery or error intransmission (in each case, other than in the case of gross negligence or willful misconduct).     12. Filing of Financing Statements. Pursuant to applicable law, the Pledgor authorizes the Administrative Agent to filefinancing statements with respect to the Collateral in such form and in such filing offices as theAdministrative Agent reasonably determines appropriate to perfect the security interests of theAdministrative Agent under this Agreement.     13. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Administrative Agentunder this Agreement with respect to any action taken by the Administrative Agent or the exerciseor non-exercise by the Administrative Agent of any option, right, request, judgment or other rightor remedy provided for herein or resulting or arising out of this Agreement shall, as between theAdministrative Agent and the Secured Parties, be governed by the Credit Agreement and by such otheragreements with respect thereto as may exist from time to time among them, but, as between theAdministrative Agent and the Pledgor, the Administrative Agent shall be conclusively presumed to beacting as Administrative Agent for the Secured Parties with full and valid authority so to act orrefrain from acting, and the Pledgor shall not be under any obligation, or entitlement, to make anyinquiry respecting such authority.     14. Certain Releases. Amounts on deposit in the Collateral Account will bereleased to the Pledgor upon request of the Pledgor under the following circumstances:          (a) Upon receipt of third party invoices in form and substance reasonably satisfactoryto the Administrative Agent with respect to vessel payments and/or related equipmentpurchases for the Superior Achiever, the Administrative Agent will release an amountcertified by the Pledgor to the Administrative Agent as being the amount due in accordancewith the terms of such invoices.          (b) The Administrative Agent will release amounts on deposit (or to the credit of), ifany, in the Collateral Account on the Collateral Account Termination Date upon certificationby the Pledgor to the Administrative Agent that the Collateral Account Termination Date hasoccurred.          (c) To the extent the then amount of Cash Collateral in the Collateral Account exceedsan amount equal to $64,662,253.31 less amounts released pursuant to clause (a) above, theAdministrative Agent will release to the Pledgor amounts representing the return on anyinvestment of the collected funds on deposit in the Collateral Account.
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Notwithstanding the foregoing, amounts may not be released from the Collateral Account to thePledgor if on the proposed release date a Default or Event of Default exists or would result fromthe proposed application of the released amounts. The Pledgor shall be deemed to represent andwarrant that the condition set forth in the proceeding sentence is true on each release date.Amounts released to the Pledgor from the Collateral Account must be applied by the Pledgor for thepurpose for which such funds were released. The agreements in this Section 14 shall survivetermination of this Agreement.     15. Termination. At the close of business of the Securities Intermediary on the Collateral AccountTermination Date, this Agreement and all obligations (other than those expressly stated to survivetermination) of the parties hereunder shall terminate.     16. Notices. All notices and other communications to or between the respective parties hereto to beeffective shall be given pursuant to the provisions of Section 9.2 of the Credit Agreement.     17. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining provisions hereof, and any such prohibition or unenforceabilityin any jurisdiction shall not invalidate or render unenforceable such provision in any otherjurisdiction.     18. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented orotherwise modified except by a written instrument executed by the Pledgor, the Administrative Agentand the Securities Intermediary, subject to any consent required in accordance with Section 9.1 ofthe Credit Agreement.          (b) Neither the Administrative Agent nor any Secured Party shall by any act (except by awritten instrument pursuant to Section 18(a) hereof) of delay, indulgence, omission or otherwise bedeemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Eventof Default or in any breach of any of the terms and conditions hereof. No failure to exercise, norany delay in exercising, on the part of the Administrative Agent or any Secured Party, any right,power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise ofany right, power or privilege hereunder shall preclude any other or further exercise thereof or theexercise of any other right, power or privilege. A waiver by the Administrative Agent or anySecured Party of any right or remedy hereunder on any one occasion shall not be construed as a barto any right or remedy which the Administrative Agent or such Secured Party would otherwise have onany future occasion.          (c) The rights and remedies herein provided are cumulative, may be exercised singly orconcurrently and are not exclusive of any other rights or remedies provided by law.     19. Section Headings. The section headings used in this Agreement are for convenience of reference only and arenot to affect the construction hereof or be taken into consideration in the interpretation hereof.     20. Successors and Assigns. This Agreement and the Collateral Account shall be binding upon the successors and assigns ofthe Pledgor and the Securities Intermediary and shall inure to the benefit of the AdministrativeAgent and the Secured Parties and their successors and assigns.
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     21. Indemnity and Expenses. (a) The Pledgor agrees to indemnify the Administrative Agent, from and against any and allclaims, losses and liabilities to the extent relating to, growing out of or resulting from thisAgreement and the transactions contemplated hereby (including, without limitation, enforcement ofthis Agreement), other than such claims, losses or liabilities resulting from the AdministrativeAgent’s gross negligence or willful misconduct as finally determined by a court of competentjurisdiction.          (b) The Pledgor shall pay to the Administrative Agent upon demand the amount of any and allcosts and expenses, including the reasonable fees and expenses of its counsel, that theAdministrative Agent may incur in connection with (i) the administration of this Agreement, (ii)the custody, preservation, use or operation of, or the sale of, collection from, or otherrealization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights ofthe Administrative Agent or the Securities Intermediary hereunder, or (iv) the failure by thePledgor to perform or observe any of the provisions hereof.          (c) The agreements in this Section 21 shall survive termination of this Agreement.     22. Governing Law. Both this Agreement and the Collateral Account shall be governed by, and construed andinterpreted in accordance with, the law of the State of New York. For purposes of the UCC, NewYork shall be deemed to be the Securities Intermediary’s jurisdiction and the Collateral Account(as well as the securities entitlements related thereto) shall be governed by the laws of the Stateof New York.
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     IN WITNESS WHEREOF, the Pledgor, the Administrative Agent and the Securities Intermediaryhave caused this Collateral Agreement to be duly executed and delivered as of the date first abovewritten.      SUPERIOR OFFSHORE INTERNATIONAL, L.L.C.,as the Pledgor