0000950129-08-002240 Sample Contracts

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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FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • 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”).

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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