Superior Offshore International Inc. Sample Contracts

Superior Offshore International, Inc. (Delaware corporation) 10,166,667 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • April 25th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. as Representatives of the several Underwriters c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172

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EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Superior Offshore International, Inc., a Delaware corporation (“Company”), and David Weinhoffer (“Executive”).

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CREDIT AGREEMENT dated as of February 27, 2007 among SUPERIOR OFFSHORE INTERNATIONAL, L.L.C., The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger
Credit Agreement • March 8th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

CREDIT AGREEMENT dated as of February 27, 2007 (as it may be amended or modified from time to time, this “Agreement”), among SUPERIOR OFFSHORE INTERNATIONAL, L.L.C., the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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Superior Offshore International, Inc. (Delaware corporation) 8,666,667 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • April 5th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. as Representatives of the several Underwriters to be named in the within-mentioned Purchase Agreement c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172

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CREDIT AGREEMENT among SUPERIOR OFFSHORE INTERNATIONAL, INC., as Borrower, FORTIS CAPITAL CORP., as Collateral Agent, The Several Lenders from Time to Time Parties Hereto, and FORTIS CAPITAL CORP., as Administrative Agent, Lead Arranger and Sole...
Credit Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York

CREDIT AGREEMENT (this “Agreement”), dated as of June 19, 2007, among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and FORTIS CAPITAL CORP., as administrative agent (the “Administrative Agent”), and FORTIS CAPITAL CORP., as collateral agent (the “Collateral Agent”).

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REGISTRATION RIGHTS AGREEMENT Dated as of , 2007 By and Among SUPERIOR OFFSHORE INTERNATIONAL, INC., LOUIS E. SCHAEFER, JR. and SCHAEFER HOLDINGS, LP
Registration Rights Agreement • April 3rd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2007 by and among Superior Offshore International, Inc., a Delaware corporation (the “Company”), Mr. Louis E. Schaefer, Jr. (“Mr. Schaefer”) and Schaefer Holdings, LP, a Texas limited partnership.

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 8th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of February 27, 2007 by and between Superior Offshore International, L.L.C., a Louisiana limited liability company (the “Grantor”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

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GUARANTEE AND COLLATERAL AGREEMENT made by SUPERIOR OFFSHORE INTERNATIONAL, INC. in favor of FORTIS CAPITAL CORP., as Collateral Agent Dated as of June 19, 2007
Guarantee and Collateral Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 19, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of FORTIS CAPITAL CORP., as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 19, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders, Fortis Capital Corp., as Administrative Agent (the “Administrative Agent”), and the Collateral Agent.

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COLLATERAL ACCOUNT AGREEMENT
Collateral Account Agreement • March 8th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York

COLLATERAL ACCOUNT AGREEMENT, dated as of February 27, 2007, made by SUPERIOR OFFSHORE INTERNATIONAL, L.L.C., a Louisiana limited liability company (the “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “the Administrative Agent”) and as Securities Intermediary (in such capacity, the “Securities Intermediary”) for the Secured Parties (as hereinafter defined).

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ASSET PURCHASE AGREEMENT DATED AS OF APRIL 3, 2008 BY AND BETWEEN SUPERIOR OFFSHORE INTERNATIONAL, INC. AND LEGACY OFFSHORE, L.L.C.
Asset Purchase Agreement • April 15th, 2008 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of April, 2008, by and between Legacy Offshore, L.L.C., a Louisiana limited liability company (“Buyer” or “Legacy”), and Superior Offshore International, Inc., a Delaware corporation (“Seller” or “Superior”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 20, 2007 (the “Effective Date”) among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation as successor by merger to Superior Offshore International, L.L.C. (“Borrower”), JPMORGAN CHASE BANK, N.A., for itself, as Lender and as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 30th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 24, 2007 (the “Effective Date”) among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation as successor by merger to Superior Offshore International, L.L.C. (“Borrower”), JPMORGAN CHASE BANK, N.A., for itself, as Lender and as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 14, 2007 (the “Effective Date”) among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation as successor by merger to Superior Offshore International, L.L.C. (“Borrower”), JPMORGAN CHASE BANK, N.A., for itself, as Lender and as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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AGREEMENT AND PLAN OF MERGER by and among SUPERIOR OFFSHORE INTERNATIONAL, INC. OFI ACQUISITION LLC OCEAN FLOW INTERNATIONAL, L.L.C. and KARL WINTER
Merger Agreement • October 22nd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

This Agreement and Plan of Merger (this “Agreement”), dated as of October 18, 2007, is by and among Superior Offshore International, Inc., a Delaware corporation (“Parent”), OFI Acquisition LLC, a Texas limited liability company (“Merger Sub”), Ocean Flow International, L.L.C., a Texas limited liability company (the “Company”), and Karl Winter, an individual resident of the State of Texas (“Seller”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • April 15th, 2008 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) is made and entered into as of April 4, 2008 among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation as successor by merger to Superior Offshore International, L.L.C. (“Borrower”), JPMORGAN CHASE BANK, N.A., for itself, as Lender and as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG SUPERIOR OFFSHORE INTERNATIONAL, INC., OFI ACQUISITION LLC, OCEAN FLOW INTERNATIONAL, L.L.C. AND KARL WINTER
Agreement and Plan of Merger • December 3rd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

This First Amendment, dated November 29, 2007 (the “Amendment”), is to that certain Agreement and Plan of Merger, dated as of October 18, 2007 (the “Agreement”), by and among Superior Offshore International, Inc., a Delaware corporation (“Parent”), OFI Acquisition LLC, a Texas limited liability company (“Merger Sub”), Ocean Flow International, L.L.C., a Texas limited liability company (the “Company”), and Karl Winter, an individual resident of the State of Texas (“Seller”). Capitalized terms used in this Amendment and not defined herein shall have the same meanings given to such terms in the Agreement.

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TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • December 28th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

This Termination and Release Agreement, dated as of December 28, 2007 (this “Agreement”), is by and among Superior Offshore International, Inc., a Delaware corporation (“Parent”), OFI Acquisition LLC, a Texas limited liability company (“Merger Sub”), Ocean Flow International, L.L.C., a Texas limited liability company (the “Company”), and Karl Winter, an individual resident of the State of Texas (“Seller”). Parent, Merger Sub, the Company and Seller are hereinafter referred to collectively as the “Parties” and each individually as a “Party.”

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 3rd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Delaware

Indemnification Agreement, dated as of ___, 2007, between Superior Offshore International, Inc., a Delaware corporation (“the Company”), and (the “Indemnitee”).

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ASSET PURCHASE AGREEMENT By and Between Hornbeck Offshore Services LLC as Buyer and Superior Offshore International, Inc. as Seller Dated: January 8, 2008
Asset Purchase Agreement • January 14th, 2008 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS ASSET PURCHASE AGREEMENT, dated as of January 8, 2008 (together with the appendices and schedules attached hereto, the “Agreement”) is by and between Hornbeck Offshore Services LLC, a Delaware limited liability company (the “Buyer”), and Superior Offshore International, Inc., a Delaware corporation and the successor to Superior Offshore International, L.L.C., a Louisiana limited liability company (the “Seller”).

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WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 14, 2007 (the “Effective Date”) among SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation as successor by merger to Superior Offshore International, L.L.C. (“Borrower”) and JPMORGAN CHASE BANK, N.A., for itself, as Lender and as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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COLLATERAL ACCOUNT AGREEMENT
Collateral Account Agreement • April 15th, 2008 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas

COLLATERAL ACCOUNT AGREEMENT, dated as of April 4, 2008, made by SUPERIOR OFFSHORE INTERNATIONAL, INC., a Delaware corporation (the “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “the Administrative Agent”) and as Securities Intermediary (in such capacity, the “Securities Intermediary”) for the Secured Parties (as hereinafter defined).

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SUPERIOR OFFSHORE INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT (2007 Stock Incentive Plan)
Restricted Stock Agreement • April 3rd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Agreement (“Agreement”), entered into on the day of , 2007 (the “Effective Date”), which is the date on which the Grant described below was approved by [the Compensation Committee (the “Committee”) of] the Board of Directors of Superior Offshore International, Inc., a Delaware corporation (the “Company”), is between the Company and (the “Employee”).

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SUPERIOR OFFSHORE INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT (2007 Stock Incentive Plan)
Nonqualified Stock Option Agreement • April 3rd, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec

This Nonqualified Stock Option Agreement (“Option Agreement”) is between Superior Offshore International, Inc., a Delaware corporation (the “Company”), and [employee] (the “the Optionee”).

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