Credit Agreement

Exhibit 10.9 $110,000,000CREDIT AGREEMENTamongSUPERIOR OFFSHORE INTERNATIONAL, L.L.C.,as Borrower,WILMINGTON TRUST COMPANY,as Collateral Agent,The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A.,as Administrative AgentDated as of February 27, 2007
J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner


TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 15 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 15 2.1 Term Commitments 15 2.2 Procedure for Term Loan Borrowing 15 2.3 Repayment of Term Loans 16 2.4 Commitment Fees, etc. 16 2.5 Optional Prepayments 16 2.6 Mandatory Prepayments and Commitment Reductions 17 2.7 Conversion and Continuation Options 17 2.8 Limitations on Eurodollar Tranches 18 2.9 Interest Rates and Payment Dates 18 2.10 Computation of Interest and Fees 18 2.11 Inability to Determine Interest Rate 19 2.12 Pro Rata Treatment and Payments 19 2.13 Requirements of Law 20 2.14 Taxes 21 2.15 Indemnity 23 2.16 Change of Lending Office 23 2.17 Replacement of Lenders 23 SECTION 3. REPRESENTATIONS AND WARRANTIES 24 3.1 Financial Condition 24 3.2 No Change 24 3.3 Existence; Compliance with Law 24 3.4 Power; Authorization; Enforceable Obligations 25 3.5 No Legal Bar 25 3.6 Litigation 25 3.7 No Default 25 3.8 Ownership of Property; Liens 25 3.9 Intellectual Property 25 3.10 Taxes 26 3.11 Federal Regulations 26 3.12 Labor Matters 26 3.13 ERISA 26 3.14 Investment Company Act; Other Regulations 26 3.15 Subsidiaries 26 3.16 Use of Proceeds 27 3.17 Environmental Matters 27 3.18 Accuracy of Information, etc 27 3.19 Security Documents 28 3.20 Solvency 28

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Page SECTION 4. CONDITIONS PRECEDENT 28 4.1 Conditions to Initial Extension of Credit 28 4.2 Conditions to Each Extension of Credit 31 SECTION 5. AFFIRMATIVE COVENANTS 31 5.1 Financial Statements 31 5.2 Certificates; Other Information 31 5.3 Payment of Obligations 32 5.4 Rating by Moody' s and S&P 33 5.5 Maintenance of Existence; Compliance 33 5.6 Maintenance of Property; Insurance 33 5.7 Inspection of Property; Books and Records; Discussions 33 5.8 Notices 33 5.9 Environmental Laws 34 5.10 Additional Collateral, etc 34 SECTION 6. NEGATIVE COVENANTS 36 6.1 Financial Condition Covenants 36 6.2 Indebtedness 36 6.3 Liens 37 6.4 Fundamental Changes 38 6.5 Disposition of Property 39 6.6 Restricted Payments 39 6.7 Capital Expenditures 40 6.8 Investments 40 6.9 Transactions with Affiliates 40 6.10 Sales and Leasebacks 41 6.11 Swap Agreements 41 6.12 Changes in Fiscal Periods 41 6.13 Negative Pledge Clauses 41 6.14 Clauses Restricting Subsidiary Distributions 41 6.15 Lines of Business 41 6.16 Coastwise Citizenship 41 SECTION 7. EVENTS OF DEFAULT 42 SECTION 8. THE AGENTS 44 8.1 Appointment 44 8.2 Delegation of Duties 44 8.3 Exculpatory Provisions 45 8.4 Reliance by Agents 45 8.5 Notice of Default 45 8.6 Non-Reliance on Agents and Other Lenders 46 8.7 Indemnification 46 8.8 Agent in Its Individual Capacity 46 8.9 Successor Agents 46 8.10 Collateral Matters, Collateral Agent' s Duties 47

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Page 8.11 Execution of Credit Documents 47 SECTION 9. MISCELLANEOUS 48 9.1 Amendments and Waivers 48 9.2 Notices 48 9.3 No Waiver; Cumulative Remedies 49 9.4 Survival of Representations and Warranties 49 9.5 Payment of Expenses and Taxes 50 9.6 Successors and Assigns; Participations and Assignments 50 9.7 Adjustments; Set-off 53 9.8 Counterparts 54 9.9 Severability 54 9.10 Integration 54 9.11 GOVERNING LAW 54 9.12 Submission To Jurisdiction; Waivers 54 9.13 Acknowledgements 55 9.14 Releases of Guarantees and Liens 55 9.15 Confidentiality 55 9.16 WAIVERS OF JURY TRIAL 56

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SCHEDULES: 1.1A Commitments1.1B Mortgaged Vessels3.4 Consents, Authorizations, Filings and Notices3.15 Subsidiaries3.19(a) UCC Filing Jurisdictions3.19(b) Vessel Mortgage Filing Jurisdictions6.2(d) Existing Indebtedness6.3(f) Existing Liens EXHIBITS: A Form of Guarantee and Collateral AgreementB Form of Compliance CertificateC Form of Closing CertificateD Form of Vessel MortgageE Form of Assignment and AssumptionF-1 Form of Legal Opinion of Bracewell & Giuliani LLPF-2 Form of Legal Opinion of R. Joshua KochG Form of Exemption CertificateH Form of Intercreditor AgreementI Form of Collateral Account Agreement

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CREDIT AGREEMENT (this " Agreement" ), dated as of February 27, 2007, among SUPERIOR OFFSHORE INTERNATIONAL, L.L.C., a Louisiana limited liability company (the " Borrower" ), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders" ), and JPMORGAN CHASE BANK, N.A., as administrative agent, and WILMINGTON TRUST COMPANY, as collateral agent. The parties hereto hereby agree as follows:SECTION 1. DEFINITIONS 1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. " ABL Revolving Credit Agreement" : the Credit Agreement, dated as of February 27, 2007, among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. " ABL Revolving Credit Documentation" : collectively, the ABL Revolving Credit Agreement and the other " Loan Documents" (as defined in the ABL Revolving Credit Agreement). " ABR" : for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. " ABR Loans" : Loans the rate of interest applicable to which is based upon the ABR. " Administrative Agent" : JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. " Affiliate" : as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, " control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. " Agents" : the collective reference to the Administrative Agent and the Collateral Agent. " Aggregate Exposure" : with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender' s Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender' s Term Loans. " Aggregate Exposure Percentage" : with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender' s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. " Agreement" : as defined in the preamble hereto. Signature Page to Term Loan Credit Agreement


2 " Applicable Margin" : (a) 2.50% per annum for ABR Loans and (b) 3.50% per annum for Eurodollar Loans. " Approved Fund" : as defined in Section 9.6(b). " Asset Sale" : any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c) (d) or (e) of Section 6.5) that yields Net Cash Proceeds to any Group Member (other than any Foreign Subsidiary) in excess of $500,000. " Assignee" : as defined in Section 9.6(b). " Assignment and Assumption" : an Assignment and Assumption, substantially in the form of Exhibit E. " Benefitted Lender" : as defined in Section 9.7(a). " Board" : the Board of Governors of the Federal Reserve System of the United States (or any successor). " Borrower" : as defined in the preamble hereto. " Borrowing Date" : any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder. " Business" : as defined in Section 3.17(b). " Business Day" : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market. " Capital Expenditures" : for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. " Capital Lease Obligations" : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. " Capital Stock" : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. " Cash Equivalents" : (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith


3 and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor' s Ratings Services (" S&P" ) or P-1 by Moody' s Investors Service, Inc. (" Moody' s" ), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody' s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody' s and (iii) have portfolio assets of at least $5,000,000,000. " Charter Obligations" : all obligations (other than obligations backed by a cash-secured letter of credit) of the Borrower and its Domestic Subsidiaries with respect to potential liquidated damages, fees or other liabilities incurred in connection with the termination or breach of charters or similar contractual arrangements entered into with respect to the charter or lease of vessels, in each case calculated on a probable loss basis in accordance with GAAP. " Closing Date" : the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied, which date is February 27, 2007. " Code" : the Internal Revenue Code of 1986, as amended from time to time. " Collateral" : all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. " Collateral Account Agreement" : the Collateral Account Agreement to be executed and delivered by the Borrower and JPMorgan Chase Bank, N.A., substantially in the form of Exhibit I. " Collateral Agent" : Wilmington Trust Company or any other financial institution then acting as Collateral Agent under the Loan Documents. " Commitment" : as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading " Commitment" opposite such Lender' s name on Schedule 1.1A. The original aggregate amount of the Commitments is $110,000,000. " Commonly Controlled Entity" : an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.


4 " Compliance Certificate" : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. " Conduit Lender" : any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.13, 2.14, 2.15 or 9.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment. " Confidential Information Memorandum" : the Confidential Information Memorandum dated December 1, 2006 and furnished to certain Lenders. " Consolidated Current Assets" : at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption " total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Domestic Subsidiaries at such date. " Consolidated Current Liabilities" : at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption " total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Domestic Subsidiaries at such date, but excluding the current portion of any Funded Debt of the Borrower and its Domestic Subsidiaries. " Consolidated EBITDA" : for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees 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 and (e) any extraordinary non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), and minus , (a) to the extent included in the statement of such Consolidated 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 includable as a separate item in the statement of such Consolidated 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) and (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 Consolidated Net Income, all as determined on a consolidated basis. " Consolidated Interest Coverage Ratio" : for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period. " Consolidated Interest Expense" : for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Domestic Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Domestic Subsidiaries


5 (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). " Consolidated Leverage Ratio" : as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period. " Consolidated Net Income" : for any period, the consolidated net income (or loss) of the Borrower and its Domestic Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Domestic Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Domestic Subsidiaries, (b) the income (or deficit) of any Person (other than a Domestic Subsidiary of the Borrower) in which the Borrower or any of its Domestic Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Domestic Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Domestic Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Domestic Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Domestic Subsidiary. " Consolidated Total Debt" : at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Domestic Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. " Consolidated Working Capital" : at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date. " Continuing Directors" : the directors of the Borrower, if prior to the Qualified IPO, on the Closing Date and, if after the Qualified IPO, on the date the Qualified IPO is consummated, and each other director, if, in each case, such other director' s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors. " Contractual Obligation" : as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound, including vessel charters, vessel management agreements and vessel service contracts. " Default" : any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. " Disposition" : with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms " Dispose" and " Disposed of" shall have correlative meanings. " Dollars" and " $" : dollars in lawful currency of the United States. " Domestic Subsidiary" : any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States. " Environmental Laws" : any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or


6 other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect. " ERISA" : the Employee Retirement Income Security Act of 1974, as amended from time to time. " Escrowed Amount" : the portion of the Term Loans made on the Closing Date which shall be held in a segregated account in accordance with the Collateral Account Agreement to fund a portion of remaining vessel payments and related equipment purchases and released to the Borrower when periodic terms of the construction contract are met and payments are due. " Eurocurrency Reserve Requirements" : for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as " Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. " Eurodollar Base Rate" : with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the " Eurodollar Base Rate" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. " Eurodollar Loans" : Loans the rate of interest applicable to which is based upon the Eurodollar Rate. " Eurodollar Rate" : with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): Eurodollar Base Rate
1.00 - Eurocurrency Reserve Requirements " Eurodollar Tranche" : the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). " Event of Default" : any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


7 " Excess Cash Flow" : for any fiscal year of the Borrower, the difference, if positive, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, and (iv) the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Domestic Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually (y) paid by the Borrower and its Domestic Subsidiaries in cash during such fiscal year on account of Capital Expenditures or Investments pursuant to Section 6.8(f) or Section 6.8(i) and (z) deposited by the Borrower into a capital construction fund for the purpose of making Capital Expenditures, in an aggregate amount not to exceed $10,000,000 since the Closing Date (excluding the principal amount of Indebtedness incurred in connection with such expenditures or Investments and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount or with funds from such capital construction fund, to the extent previously deducted above), (iii) all optional prepayments of the Term Loans or other term Indebtedness not prohibited hereunder during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Indebtedness (including the Term Loans) of the Borrower and its Domestic Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year, (vi) the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Domestic Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income and (viii) so long as the Borrower remains a limited liability company, all distributions and dividends paid by the Borrower to its owners to enable such owners to pay state and federal income taxes that are owed by such owners and that are attributable solely to or result solely from such owners' ownership of equity interests in the Borrower and (indirectly) the Borrower' s Subsidiaries, in each case, which are paid during the respective fiscal year; provided that the payment of such distributions and dividends is, in each case, expressly permitted pursuant to the provisions of this Agreement. " Excess Cash Flow Application Date" : as defined in Section 2.6(c). " Excess Cash Flow Percentage" : 75%. " Federal Funds Effective Rate" : for a ...