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Exhibit 10.13
 FIRST AMENDMENT TO CREDIT AGREEMENT
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT Amendment Effective Date SUPERIOR OFFSHORE INTERNATIONAL, INC. Borrower JPMORGAN CHASE BANK, N.A. Agent
 WHEREAS Credit
Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE I  Definitions
 Section 1.01 Definitions .
 ARTICLE II  Amendments
 Section 2.01 Amendment of Preamble
 Agreement
 First Amendment to Credit Agreement




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Section 2.02 Amendment to Article I
 Borrower
 Capital Expenditures
 Change in Control
 Intercreditor Agreement
 LC Sublimit
 LIBO Rate LIBO Rate
 First Amendment to Credit Agreement
 2




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Prepayment Event
     provided
 Revolving Commitment
 First Amendment to Credit Agreement
 3




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Revolving Loan Sublimit
 Subordinated Indebtedness
 Superior Achiever
 Term Loan Administrative Agent
 Term Loan Agreement
 Term Loan Collateral Agent
 Section 2.03 Amendment to Article I
 Consolidated EBITDA
 Consolidated Leverage Ratio
 Consolidated Total Debt
 First Amendment to Credit Agreement
 4




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Section 2.04 Amendment to Section 2.01(b) Section 2.01(b)
 provided
 Section 2.05 Amendment to Section 2.03 Section 2.03
 provided
 Section 2.06 Amendment to Section 5.01(c) Section 5.01(c)
 Exhibit D
 First Amendment to Credit Agreement
 5




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Sections 6.16 6.17 Section 3.04 provided
 Section 2.07 Amendment to Section 5.02(d) Section 5.02(d)
  Section 2.08 Amendment to Article V Section 5.14 Section 5.13
 SECTION 5.14. Annual Appraisal; Vessel Utilization
 Section 2.09 Amendment to Article V Section 5.15 Section 5.14
 SECTION 5.15. Perfection
 First Amendment to Credit Agreement
 6




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Section 2.10 Amendment to Section 6.01(f) Section 6.01(f)
  Section 2.11 Amendment to Section 6.01(h) Section 6.01(h)
  Section 2.12 Amendment to Section 6.01(i) Section 6.01(i)
  Section 2.13 Amendment to Section 6.01(j)
 Section 2.14 Amendment to Section 6.01(k) Section 6.01(k)
  Section 2.15 Amendment to Section 6.01 Section 6.01(l) Section
6.01(k)
 provided provided further
 First Amendment to Credit Agreement
 7




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Section 2.16 Amendment to Section 6.01 Section 6.01(m) Section
6.01(l)
  Section 2.17 Amendment to Section 6.02(k)
 Section 2.18 Amendment to Section 6.02(l) Section 6.02(l)
  Section 2.19 Amendment to Section 6.02 Section 6.02(m) Section
6.02(l)
  Section 2.20 Amendment to Section 6.04(d) Section 6.04(d)
  Section 2.21 Amendment to Section 6.04(i) Section 6.04(i)
  First Amendment to Credit Agreement
 8




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Section 2.22 Amendment to Section 6.05(f) Section 6.05(f)
  Section 2.23 Amendment to Section 6.08 . Section 6.08
 SECTION 6.08. Restricted Payments; Certain Payments of
Indebtedness Restricted Payments
  provided
   First Amendment to Credit Agreement
 9




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Section 2.24 Amendment to Section 6.09 Section 6.09
 SECTION 6.09. Transactions with Affiliates provided however
 Section 2.25 Amendment to Section 6.10 Section 6.10
 SECTION 6.10. Restrictive Agreements
 First Amendment to Credit Agreement
 10




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Section 2.26 Amendment to Section 6.12. Section 6.12
 SECTION 6.12. Clauses Restricting Subsidiary
Distributions
 Section 2.27 Amendment to Section 6.16 Section 6.16
 SECTION 6.16. Capital Expenditures
 Section 2.28 Amendment to Section 6.17 Section 6.17
 Consolidated Leverage Ratio
 First Amendment to Credit Agreement
 11




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Section 2.29 Amendment to Article VI Article
VI Section 6.18
 SECTION 6.18. Modifications.
 Section 2.30 Amendment to Article VI Article
VI Section 6.19
 SECTION 6.19. Intercreditor Agreement
 Section 2.31 Amendment to Section 9.02 Section 9.02
  Section 2.32 Amendment to Commitment Schedule
 Section 2.33 Amendment to Exhibit D
 ARTICLE III  Conditions Precedent
 Section 3.01 Conditions Effective Date
  First Amendment to Credit Agreement
 12




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First Amendment to Credit Agreement
 13




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Section 3.02 Modified
 ARTICLE IV  Ratifications, Representations and Warranties
 Section 4.01 Ratifications
 Section 4.02 Representations and Warranties
 ARTICLE V  Miscellaneous
 Section 5.01 Survival of Representations and Warranties
 First Amendment to Credit Agreement
 14




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Section 5.02 Reference to Credit Agreement; Obligations
 Section 5.03 Expenses
 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
 First Amendment to Credit Agreement
 15




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Section 5.07 Counterparts
 Section 5.08 No Waiver
 Section 5.09 Headings
 Section 5.10 Release
 Section 5.11 NO ORAL AGREEMENTS . THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT
 First Amendment to Credit Agreement
 16




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BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
 [Remainder of Page Intentionally Left Blank; Signature Pages Follow]
 First Amendment to Credit Agreement
 17




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IN WITNESS WHEREOF
 BORROWER:
SUPERIOR OFFSHORE INTERNATIONAL, INC.By:
    /s/ Roger D. BurksName: Roger D. Burks
Title:  Chief Financial Officer First Amendment to Credit Agreement




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AGENT:
JPMORGAN CHASE BANK, N.A.
Individually, as Administrative Agent and LenderBy:
    /s/ Christy WestName: Christy WestTitle:  Vice President




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EXHIBIT A  TO THE  FIRST AMENDMENT TO CREDIT AGREEMENT
  Lender
    Revolving Commitment

    CommitmentJPMorgan Chase Bank, N.A.
    
    $55,000,000
    

    $55,000,000Total
    
    $55,000,000
    

    $55,000,000




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EXHIBIT B  TO THE  FIRST AMENDMENT TO CREDIT AGREEMENT
   Agreement Borrower
  
 for
quarterly or monthly financial statements add:
   Schedule I




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Schedule II
 Exhibit A
     
 Schedule I Schedule II
 SUPERIOR OFFSHORE INTERNATIONAL, INC.By:Name:Title:




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SCHEDULE I
 
 6.16 CAPITAL EXPENDITURES
 (A)
    
    The actual Capital Expenditures for the Fiscal Year total:
    
    $(B)
    
    MinusCapital Expenditures made with Net Proceeds of Asset Sales or Recovery Events:
    
    $(C)
    
    MinusCapital Expenditures attributable to the Superior
Achiever or related equipment and made or refinanced 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  (A) 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(a) 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:
    
    $




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(B) CONSOLIDATED LEVERAGE RATIO
 The actual Consolidated Leverage for the period of
The Reported Period is:
    
    ___ to 1.0the Fixed Charge Coverage Ratio is required to be not less than:
    
    
    2.0 to 1.0
 
 *
    
    As set forth in Section 6.17(b) of the Credit Agreement. The Consolidated Leverage Ratio of the Reported Period has been calculated as follows:
 (D)
    
    Consolidated Total Debt on any such day:
    
    $divided by(E)
    
    Consolidated EBITDA for the Restricted Period: (See below for calculation of EBITDA)
    
    $




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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 payments
on Indebtedness made during such period:
    
    $plus(c) expense for taxes paid in cash during such period:
    
    $plus(d) dividends and distributions paid in cash
during 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 made
during 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