OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER RESULTING FROM THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM AGENT OR LENDERS. BORROWER HEREBY VOLUNTARILY
AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND LENDER, THEIR RESPECTIVE
PREDECESSORS, OFFICERS, DIRECTORS,
21
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
IN EACH CASE, TO THE EXTENT (A) KNOWN, ANTICIPATED OR SUSPECTED BY BORROWER AS
OF THE DATE HEREOF AND (B) RESULTING FROM THE CREDIT AGREEMENT, THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, WHETHER FIXED, CONTINGENT, OR CONDITIONAL, AT LAW
OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW HAVE AGAINST AGENT AND ANY LENDER,
THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
ANY LOANS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT
OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
Section 5.11 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT 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.]
22
IN WITNESS WHEREOF, this Amendment has been executed on the Effective Date.
BORROWER:
SUPERIOR OFFSHORE INTERNATIONAL, INC.
By:
/s/ Thomas E. Daman
Name:
Thomas E. Daman
Title:
Vice President and Treasurer
AGENT:
JPMORGAN CHASE BANK, N.A.
Individually, as Administrative Agent and Lender
By:
/s/ Christy West
Name:
Christy West
Title:
Vice
President
Acknowledged by:
JPMORGAN CHASE BANK, N.A. (Global Trade
Services)
By:
/s/ Randall Mascorro
Name:
Randall Mascorro
Title:
Vice President
EXHIBIT A
TO THE
THIRD AMENDMENT TO CREDIT AGREEMENT
BORROWING BASE CERTIFICATE
BORROWING BASE REPORT
Rpt #
Obligor Number:
Date:
Loan Number:
Period Covered: ____________ to ____________
DOMESTIC COLLATERAL CATEGORY
A/R
TOTAL
Description
1 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 3
4 Deductions to Accounts Receivables (Cash Received)
5 Deductions to Accounts Receivables (Discounts, other)
6 Deductions to Accounts Receivables (Credit Memos, all)
7 Other non-cash credits to A/R
8 Total Ending Accounts Receivables Balance
9 Less Ineligible - Past Due
10 Less Ineligible - Cross-age (20%)
11 Less Ineligible - Foreign
12 Less Ineligible - Contra
13 Less Ineligible - Other (attached schedule)
14 Total Ineligibles - Accounts Receivable
15 Reserved.
16