exv10w2



 




Exhibit 10.2




 

 










CORPORATE SERVICES AGREEMENT




DATED DECEMBER 14, 2006




BETWEEN




HELIX ENERGY SOLUTIONS GROUP, INC.




AND




CAL DIVE INTERNATIONAL, INC.




 

 






 









 












CORPORATE SERVICES AGREEMENT




     This CORPORATE SERVICES AGREEMENT, dated to be effective as of December 14, 2006 (this
“Agreement”), is made by and between Helix Energy Solutions Group, Inc., a Minnesota
corporation (“Helix”), and Cal Dive International, Inc., a Delaware corporation (“Cal
Dive”). Certain capitalized terms used in this Agreement are defined in Section 1.1
and the definitions of the other capitalized terms used in this Agreement are cross-referenced in
Section 1.2.



WITNESSETH:




     WHEREAS, Helix and Cal Dive have entered into a Master Agreement, dated as of December 8, 2006
(the “Master Agreement”), pursuant to which, among other things, Helix will separate its
worldwide manned diving, pipelay, pipe burial and related businesses and operations from the other
businesses and operations of Helix by contributing, assigning and transferring such businesses,
operations and related assets and liabilities to Cal Dive and its Subsidiaries, as set forth in the
Master Agreement (the “Separation”);



     WHEREAS, after the Separation, it is contemplated that an initial public offering will be made
of approximately 26.5% of the common stock of Cal Dive, resulting in partial public ownership of
Cal Dive;



     WHEREAS, after such Separation and initial public offering, Cal Dive and Helix will provide
certain administrative and support services and other assistance to each other in accordance with
the terms and subject to the conditions set forth herein; and



     WHEREAS, because of the parent-subsidiary relationships among Helix and Cal Dive, the terms
and conditions set forth herein have not resulted from arms length negotiations between the
parties, and accordingly, such terms may be in some respects less favorable to the parties than
those it could obtain from unaffiliated third parties;



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Certain Defined Terms.



     The following capitalized terms used in this Agreement will have the meanings set forth below:



     “Helix Business” means the business of the Helix Group immediately prior to the
Initial Public Offering, other than the Cal Dive Business.



     “Information Systems” means computing, telecommunications or other digital operating
or processing systems or environments, including, without limitation, computer programs, data,



 









 







databases, computers, computer libraries, communications equipment, networks and systems.
When referenced in connection with Services, Information Systems will mean the Information Systems
accessed and/or used in connection with the Services.



     “Intellectual Property” means all of the following, whether protected, created or
arising under the laws of the United States or any other foreign jurisdiction: (i) patents, patent
applications (along with all patents issuing thereon), statutory invention registrations,
divisions, continuations, continuations-in-part, substitute applications of the foregoing and any
extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by
international treaties or conventions; (ii) copyrights, mask work rights, database rights and
design rights, whether or not registered, published or unpublished, and registrations and
applications for registration thereof, and all rights therein whether provided by international
treaties or conventions or otherwise; (iii) trademarks, service marks, trade dress, logos and other
identifiers of source, including all goodwill associated therewith and all common law rights,
registrations and applications for registration thereof, and all rights therein provided by
international treaties or conventions, and all reissues, extensions and renewals of any of the
foregoing; (iv) intellectual property rights arising from or in respect of domain names, domain
name registrations and reservations and URLs; (v) trade secrets; (vi) intellectual property rights
arising from or in respect of Technology; and (vii) all other applications and registrations
related to any of the intellectual property rights set forth in the foregoing clauses (i)
through (vi) above.



     “Provider” means Helix or another member of the Helix Group, on the one hand, or Cal
Dive or another member of the Cal Dive Group, on the other hand, that is providing a Service
pursuant to this Agreement.



     “Recipient” means Cal Dive or another member of the Cal Dive Group, on the one hand,
or Helix or another member of the Helix Group, on the other hand, to whom a Service pursuant to
this Agreement is being provided.



     “Recipient Group” means the Cal Dive Group or the Helix Group, as Recipient hereunder.



     “Representative” of a Person means any director, officer, employee, agent, consultant,
accountant, auditor, financing source, attorney, investment banker or other representative of such
Person.



     “Service Termination Date” means the effective date of the termination of this
Agreement pursuant to Section 9.1(a) or such earlier termination date as may be determined
in accordance with Section 9.1(a) in respect of any specified Service.



     “Software” means the object and source code versions of computer programs and any
associated documentation therefor.



     “Tax Matters Agreement” means the Tax Matters Agreement entered into pursuant to the
Master Agreement and in substantially the form of Exhibit C to the Master Agreement.



     “Technology” means, collectively, all designs, formulas, algorithms, procedures,
techniques, ideas, know-how, software, programs, models, routines, confidential and proprietary



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information, databases, tools, inventions, invention disclosures, creations, improvements,
works of authorship, and all recordings, graphs, drawings, reports, analyses, other writings, and
any other embodiment of the above, in any form, whether or not specifically listed herein.



     “Trigger Date” means the first date on which members of the Helix Group cease to
beneficially own more than fifty percent (50%) of the total voting power of Cal Dive Common Stock.



     Section 1.2 Other Terms.



     For purposes of this Agreement, the following terms have the meanings set forth in the
sections or agreements indicated.



	 	 	 
	Term	 	Section
	 
	 	 
	Affiliate

	 	Master Agreement
	After-Tax Basis

	 	Master Agreement
	Agreement

	 	Preamble
	Breaching Party

	 	Section 9.1(a)
	Cal Dive Confidential Information

	 	Master Agreement
	Cal Dive Group

	 	Master Agreement
	Cal Dive Indemnified Parties

	 	Section 3.1(d)
	Cal Dive Vendor Agreements

	 	Section 3.1(b)
	Closing

	 	Master Agreement
	Closing Date

	 	Master Agreement
	Consents

	 	Section 5.2
	Force Majeure

	 	Master Agreement
	Group

	 	Master Agreement
	Helix

	 	Preamble
	Helix Confidential Information

	 	Master Agreement
	Helix Group

	 	Master Agreement
	Helix Indemnified Parties

	 	Section 3.1(c)
	Helix Vendor Agreements

	 	Section 3.1(a)
	Laws

	 	Master Agreement
	Liabilities

	 	Master Agreement
	Non-Breaching Party

	 	Section 9.1(a)
	Services

	 	Section 2.1(a)
	Service Charges

	 	Section 5.1(a)
	Standard for Services

	 	Section 6.1
	Substitute Service

	 	Section 2.1(a)
	Taxes

	 	Master Agreement






ARTICLE II

SERVICES AND TERMS




     Section 2.1 Services; Scope.



     (a) During the period commencing on the Closing Date and continuing until the earlier of the
termination of this Agreement or an individual Service pursuant to Section 9.1, subject to
the terms and conditions set forth in this Agreement, each of Helix and Cal Dive as Providers will
provide, or will cause to be provided to the Recipient Group, financial,



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information technology, human resources (including, without limitation, training and
benefits), operations support, environmental, health and safety services, management oversight and
other general services of an administrative and/or advisory nature with respect to the business and
operations of the Helix and Cal Dive Groups, as set forth on Schedule A (the
“Services”), and Cal Dive will, and will cause the other members of the Cal Dive Group to,
and Helix will, and will cause the other members of the Helix Group to, utilize such Services in
the conduct of their respective businesses. The “Services” also will include (1) any Services to
be provided by a Provider to a Recipient as agreed pursuant to Section 10.3(a), and (2) any
Substitute Service; provided, however, that (i) the scope of each Service will be
substantially the same as the scope of such service provided by a Provider to a Recipient on the
last day prior to the Closing in the ordinary course; (ii) the use of each Service by a Recipient
will include use by the Recipient Group’s contractors in substantially the same manner as used by
the contractors of the Recipient Group prior to the Closing; and (iii) nothing in this Agreement
will require that any Service be provided by Helix other than for use in, or in connection with,
the Cal Dive Business, or by Cal Dive other than for use in, or in connection with, the Helix
Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to
restrict or otherwise limit the volume or quantity of any Service; provided, that,
certain volume or quantity changes with respect to a Service may require the parties to negotiate
in good faith and use their commercially reasonable efforts to agree upon a price change with
respect to such Service. If, for any reason, a Provider is unable to provide any Service pursuant
to the terms of this Agreement, such Provider will provide to the Recipient Group a substantially
equivalent service (a “Substitute Service”) at or below the cost for the substituted
Service as set forth on Schedule A and otherwise in accordance with the terms of this
Agreement, including the Standard for Services.



     (b) The Services will include, and the Service Charges reflect charges for, such maintenance,
support, error correction, training, updates and enhancements normally and customarily provided by
members of the Provider Group to other Provider Group members that receive such services. The
Services will include all functions, responsibilities, activities and tasks, and the materials,
documentation, resources, rights and licenses to be used, granted or provided by the Provider Group
that are not specifically described in this Agreement as a part of the Services, but are incidental
to, and would normally be considered an inherent part of, or necessary subpart included within, the
Services or are otherwise necessary for the Provider Group to provide, or the Recipient Group to
receive, the Services.



     (c) This Agreement will not assign any rights to Technology or Intellectual Property between
the parties, other than as specifically set forth herein. Any upgrades, updates or other
modifications to Software or other electronic content made available or delivered to the Cal Dive
Group pursuant to this Agreement will be deemed to be Intellectual Property of the Helix Group and
licensed to the Cal Dive Group, notwithstanding that such upgrades, updates or other modifications
(i) were not used, held for use or contemplated to be used by the Cal Dive Group as of the Closing
Date, (ii) were not controlled by any member of the Helix Group as of the Closing Date, or (iii)
may constitute improvements made after the Closing Date.



     (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will
cooperate with one another and use their good faith, commercially reasonable efforts to effect the
efficient, timely and seamless provision and receipt of such Service.



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     (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the
Provider, either (i) with the assistance of the Provider, through electronic transmission or
downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider
on the relevant equipment, with retention by the Provider of all tangible media on which such
Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium
containing such Software (including any enhancements, upgrades or updates) will be transferred to
the Recipient at any time for any reason under the terms of this Agreement, and that the Provider
will, at all times, retain possession and control of any such tangible medium used or consumed by
the Provider in the performance of this Agreement. Each party will comply with all reasonable
security measures implemented by the other party in connection with the delivery of Software.



     Section 2.2 Performance and Receipt of Services.



     Each of Helix and Cal Dive will, and will cause its respective Groups to, comply with the
following provisions with respect to the Services:



     (a) Each Provider and Recipient will at all times comply with its own then in-force security
guidelines and policies applicable to the performance, access and/or use of the Services and
Information Systems.



     (b) Each Provider and Recipient will take commercially reasonable measures to ensure that no
computer viruses or similar items are coded or introduced into the Services or Information Systems.
If a computer virus is found to have been introduced into the Services or Information Systems, the
parties hereto will use their commercially reasonable efforts to cooperate and to diligently work
together to eliminate the effects of such computer virus.



     (c) Each Provider and Recipient will exercise reasonable care in providing and receiving the
Services to (i) prevent access to the Services or Information Systems by unauthorized Persons, and
(ii) not damage, disrupt or interrupt the Services or Information Systems.



     Section 2.3 WARRANTIES.



     THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
EXPRESS WARRANTIES OR GUARANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR
PURPOSE.



ARTICLE III

OTHER ARRANGEMENTS




     Section 3.1 Vendor Agreements.



     (a) A member of the Helix Group is or may become a party to certain corporate purchasing
contracts, master services agreements, vendor contracts, software and other Intellectual Property
licenses or similar agreements unrelated to the Services (the “Helix Vendor 



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Agreements”) under which (or under open work orders thereunder) the Cal Dive Group
purchases, obtains or uses goods or services, licenses rights to use Intellectual Property and
realizes certain other benefits and rights. Helix agrees that prior to the Trigger Date, the Cal
Dive Group will continue to retain the right to purchase goods or services and continue to realize
such other benefits and rights under each Helix Vendor Agreement to the extent allowed by such
Helix Vendor Agreement until the expiration or termination date of such rights or benefits pursuant
to the terms of such Helix Vendor Agreement (including, without limitation, any voluntary
termination of such Helix Vendor Agreement by the Helix Group).




     (b) A member of the Cal Dive Group is or may become a party to certain corporate purchasing
contracts, master services agreements, vendor contracts, software and other Intellectual Property
licenses or similar agreements unrelated to the Cal Dive Services (the “Cal Dive Vendor
Agreements”) under which (or under open work orders thereunder) the Helix Group purchases,
obtains or uses goods or services, licenses rights to use Intellectual Property and realizes
certain other benefits and rights. Cal Dive agrees that prior to the Trigger Date, the Helix Group
will continue to retain the right to purchase goods or services and continue to realize such other
benefits and rights under each Cal Dive Vendor Agreement to the extent allowed by such Cal Dive
Vendor Agreement until the expiration or termination date of such rights or benefits pursuant to
the terms of such Cal Dive Vendor Agreement (including, without limitation, any voluntary
termination of such Cal Dive Vendor Agreements by the Cal Dive Group).



     (c) The Cal Dive Group will indemnify, defend and hold harmless on an After-Tax Basis the
Helix Group and each of their respective directors, officers and employees, and each of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the “Helix Indemnified
Parties”), from and against any and all Liabilities of the Helix Indemnified Parties relating
to, arising out of or resulting from the Cal Dive Group purchasing, obtaining or using goods or
services, licensing rights to use Intellectual Property or otherwise realizing benefits and rights
under any Helix Vendor Agreements.



     (d) The Helix Group will indemnify, defend and hold harmless on an After-Tax Basis the Cal
Dive Group and each of their respective directors, officers and employees, and each of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the “Cal Dive
Indemnified Parties”), from and against any and all Liabilities of the Cal Dive Indemnified
Parties relating to, arising out of or resulting from the Helix Group purchasing, obtaining or
using goods or services, licensing rights to use Intellectual Property or otherwise realizing
benefits and rights under any Cal Dive Vendor Agreements.



ARTICLE IV

ADDITIONAL AGREEMENTS




     Section 4.1 Leases.



     Helix and Cal Dive agree that each lease or sublease listed on Schedule B, pursuant to
which any member of the Cal Dive Group leases or subleases real property from any member of the
Helix Group, will remain in full force and effect pursuant to its terms unless otherwise agreed to
in writing by the parties.



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     Section 4.2 Computer-Based Resources.



     Helix and Cal Dive agree that (i) prior to the Trigger Date, the Recipient Group will continue
to have access to the Information Systems of the Provider Group, and (ii) on and after the Trigger
Date, the Recipient Group will not have access to all or any part of the Information Systems of the
Provider Group, except to the extent necessary for the Recipient Group to receive the Services
(subject to the Recipient Group complying with all reasonable security measures implemented by the
Provider Group as deemed necessary by the Provider Group to protect its Information Systems;
provided, that, the Recipient Group has had a commercially reasonable period of
time in which to comply with such security measures).



     Section 4.3 Access.



     Cal Dive will allow the Helix Group and its Representatives, and Helix will allow the Cal Dive
Group and its Representative, reasonable access to the facilities of the respective Groups
necessary for the performance of the Services and to enable each Provider Group and to fulfill its
obligations under this Agreement.



ARTICLE V

COSTS AND DISBURSEMENTS; PAYMENTS




     Section 5.1 Service Charges.



     (a) Schedule A sets forth with respect to each Service a description of the charges
for such Service or the basis for the determination thereof (the “Service Charges”).
Further, in connection with performance of the Services in the event the Provider makes payments
for the benefit of and/or on behalf of the Recipient and incurs out-of-pocket costs and expenses
(collectively, the “Other Costs”), such Other Costs shall be reimbursed to the Provider by
the Recipient; provided, that, any Other Costs will only be payable by the
Recipient if it receives from the Provider reasonably detailed data and other documentation
sufficient to support the calculation of amounts due to the Provider as a result of such Other
Costs.



     (b) Whether prior to the Trigger Date or from and after the Trigger Date, the Provider will
deliver an invoice to the Recipient on a monthly basis (in arrears) for the Service Charges and any
Other Costs, no later than thirty (30) days following the end of the applicable month. The
Recipient will have the right to dispute any Service Charges and Other Costs by delivering written
notice of such dispute, setting forth in reasonable detail the basis therefor, to the Provider
within, and no later than, five (5) days after receipt of the invoice from the Provider. As soon as
practicable after receipt of any such notice, the Provider will provide the Recipient with
reasonably detailed data and documentation sufficient to support the calculation of any Service
Charges and Other Costs that are the subject of the dispute. The Recipient will pay the amount of
such invoice (excluding any amount contested in good faith) to the Provider in U.S. dollars on or
before the later of (i) fifteen (15) days of the date of such invoice or (ii) forty-five (45) days
following the end of the applicable month; provided, that, to the extent consistent
with past practice with respect to Services rendered outside the United States, payments may be
made in local currency. If the Recipient fails to pay such amount (excluding any amount contested
in good faith) by such date, the Recipient will be obligated to pay to the Provider, in addition to
the



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amount due, interest on such amount at the lesser of (i) the three month London Interbank
Offered Rate (LIBOR) plus 100 basis points or (ii) the maximum rate of interest allowed by
applicable law, from the date the payment was due through the date of payment.



     Section 5.2 Consents.



     Helix and Cal Dive acknowledge and agree that certain Software and other licenses, consents,
approvals, notices, registrations, recordings, filings and other actions (collectively, “Consents”)
may be required by Helix, Cal Dive or members of their respective Groups in connection with the
provision of the Services. With respect to each Service, the Recipient will, after consultation
with the Provider, either directly pay the out-of-pocket expenses incurred to obtain, perform or
otherwise satisfy each such Consent or after any such Consent is obtained, performed or otherwise
satisfied, reimburse the Provider for all actual, out-of-pocket costs incurred by the Provider and
related to such Consent. Prior to payment of, or reimbursement for, such out-of-pocket expenses,
the Provider will provide the Recipient with an invoice accompanied by reasonably detailed data and
documentation sufficient to evidence the out-of-pocket expenses for which the Provider is seeking
payment or reimbursement. Upon receipt of such invoice and data and documentation, the Recipient
will either pay the amount of such invoice directly in accordance with its general payment terms
with vendors or reimburse the Provider for its payment of the invoice within 30 days of the date of
its receipt of such invoice. If the Recipient disputes the invoiced amount, then the parties will
work together to resolve such dispute. Helix and Cal Dive acknowledge and agree that no prior
approval of the Recipient will be required for the Provider to seek any reimbursement pursuant to
this Section 5.2.



ARTICLE VI

STANDARD FOR SERVICE; COMPLIANCE WITH LAWS




     Section 6.1 Standard for Service.



     Except as otherwise provided in this Agreement (including in Schedule A and
Schedule C), Helix and Cal Dive agree that the Provider will perform the Services such that
the nature, quality, standard of care and the service levels at which such Services are performed
are no less than the nature, quality, standard of care and service levels at which the
substantially same services were provided to the members of the Recipient Group by or on behalf of
the Provider on the last day prior to the Closing Date in the ordinary course (the “Standard
for Services”).



     Section 6.2 Compliance with Laws.



     Each of Helix and Cal Dive will be responsible for its, and its respective Group’s, compliance
with any and all Laws applicable to its performance under this Agreement; provided,
however, that each of Helix and Cal Dive will, subject to reimbursement of out-of-pocket
expenses by the requesting party, use commercially reasonable efforts to cooperate and provide the
other party with all reasonably requested assistance (including, without limitation, the execution
of documents and the provision of relevant information) to ensure compliance with all applicable
Laws in connection with any regulatory action, requirement, inquiry or examination related to this
Agreement or the Services.



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ARTICLE VII

INDEMNIFICATION; LIMITATION ON LIABILITY




     Section 7.1 Limited Liability of a Provider.



     Notwithstanding the provisions of Section 6.1, no member of a Provider Group, its
respective Affiliates or any of their respective directors, officers or employees, or any of the
heirs, executors, successors or assigns of any of the foregoing (each, a “Provider Indemnified
Party”), will have any liability in contract, tort or otherwise, including for any such party’s
ordinary or contributory negligence, to the Recipient or its Affiliates or Representatives for or
in connection with (i) any Services rendered or to be rendered by any Provider Indemnified Party
pursuant to this Agreement, (ii) the transactions contemplated by this Agreement, or (iii) any
Provider Indemnified Party’s actions or inactions in connection with any such Services or
transactions; provided, however, that such limitation on liability will not extend
to or otherwise limit any Liabilities that have resulted directly from such Provider Indemnified
Party’s (a) gross negligence or willful misconduct, (b) subject to the provisions of the Amended
and Restated Certificate of Incorporation, prohibited use or disclosure of information of, or
regarding, a customer or potential customer of a Recipient Indemnified Party or (c) violation of
applicable Law.



     Section 7.2 Indemnification by Each Provider.



     Each Provider will indemnify, defend and hold harmless each relevant Recipient and each of its
Subsidiaries and each of their respective directors, officers and employees, and each of the heirs,
executors, successors and assigns of any of the foregoing (each, a “Recipient Indemnified
Party”), from and against any and all Liabilities of the Recipient Indemnified Parties relating
to, arising out of, or resulting from (a) the gross negligence or willful misconduct of a Provider
Indemnified Party in connection with such Provider Indemnified Party’s provision of the Services,
(b) any violation of applicable Law by a Provider Indemnified Party in connection with the
transactions contemplated by this Agreement or such Provider Indemnified Party’s provision of the
Services or (c) Provider Indemnified Party’s material breach of this Agreement; provided,
that, the aggregate liability of the Provider Group pursuant to this Article VII
will in no event exceed an amount equal to the aggregate payments made by the Recipients to such
Providers for Services pursuant to this Agreement for the 12 month period preceding the date of
such event giving rise to indemnification hereunder.



     Section 7.3 Indemnification by Each Recipient.



     Each Recipient Group will indemnify, defend and hold harmless each relevant Provider
Indemnified Party from and against any and all Liabilities of the Provider Indemnified Parties
relating to, arising out of, or resulting from the provision of the Services by any Provider or any
of its Affiliates, except for any Liabilities that result from (a) a Provider Indemnified Party’s
gross negligence or willful misconduct in connection with the provision of the Services, (b) a
violation of applicable Law by a Provider Indemnified Party in connection with the transactions
contemplated by this Agreement or such Provider Indemnified Party’s provision of the Services, or
(c) a Provider Indemnified Party’s material breach of this Agreement.



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     Section 7.4 Indemnification Matters; Exclusivity.



     The indemnification provisions set forth in Sections 5.6 through 5.8 of the Master Agreement
are hereby incorporated into, and made a part of, this Article VII, Sections 3.1(c)
and 3.1(d) and as otherwise applicable to this Agreement. The provisions of this
Article VII will constitute the sole and exclusive remedy for Liabilities arising under
this Agreement, other than Liabilities arising under Sections 3.1(c) and 3.1(d).



     Section 7.5 Limitation on Liability.



     Notwithstanding any other provision contained in this Agreement, Helix and Cal Dive agree on
their behalf, and on behalf of their respective Groups, that no member of the Helix Group on the
one hand, and no member of the Cal Dive Group, on the other hand, will be liable to any member of
the other Group, whether based on contract, tort (including negligence), warranty or any other
legal or equitable grounds, for any special, indirect, punitive, incidental or consequential
losses, damages or expenses of the other Group, including, without limitation, loss of data, loss
of profits, interest or revenue, or use or interruption of business, arising from any claim
relating to breach of this Agreement or otherwise relating to any of the Services or Undertakings
provided hereunder. For clarification purposes only, the parties hereto agree that the limitation
on liability contained in this Section 7.5 will not apply to (a) damages awarded to a third
party pursuant to a third party claim for which a Provider is required to indemnify, defend and
hold harmless any Recipient Indemnified Party under Section 7.2; (b) damages awarded to a
third party pursuant to a third party claim for which a Recipient is required to indemnify, defend
and hold harmless any Provider Indemnified Party under Section 7.3; (c) damages awarded to
a third party pursuant to a third party claim for which the Cal Dive Group is required to
indemnify, defend and hold harmless any Helix Indemnified Party under Section 3.1(c); and
(d) damages awarded to a third party pursuant to a third party claim for which the Helix Group is
required to indemnify, defend and hold harmless any Cal Dive Indemnified Party under Section
3.1(d).



     Section 7.6 Liability for Payment Obligations.



     Nothing in this Article VII will be deemed to eliminate or limit, in any respect, any
member of the Helix Group’s or any member of the Cal Dive Group’s express obligation in this
Agreement to pay or reimburse, as applicable, for (a) Service Charges; (b) Other Costs; (c) amounts
payable or reimbursable with respect to any custom modification provided pursuant to Section
2.1(b); (d) any amounts payable or reimbursable pursuant to the terms of the leases referred to
in Section 4.1; (e) any amounts payable or reimbursable in respect of the Consents pursuant
to Section 5.2; (f) amounts payable or reimbursable pursuant to Section 6.2 with
respect to compliance with Laws; (g) amounts payable or reimbursable pursuant to Section
10.3(b) with respect to books and records; and (h) amounts payable or reimbursable pursuant to
Section 10.6 with respect to Taxes.



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ARTICLE VIII

CHOICE OF LAW




     This Agreement will be governed by, and construed and interpreted in accordance with, the laws
of the State of Texas, without giving effect to any conflicts of law rule or principle that might
require the application of the laws of another jurisdiction.



ARTICLE IX

TERMINATION




     Section 9.1 Termination.



     (a) This Agreement may be terminated (1) with respect to any and all Services other than those
identified on Schedule C as having particular termination dates, after the Trigger Date by
either Helix or Cal Dive upon no less than sixty (60) days’ prior written notice; provided,
however, after the Trigger Date, the Provider will continue to provide, and the Recipient will
utilize, and will cause the other members of the Recipient Group to utilize, the Services
identified on Schedule C for the applicable time periods after the Trigger Date set forth
in Schedule C, and therefore (A) the effective date of such termination of this Agreement
must be no earlier than the latest date provided on Schedule C for the provision of
Services, (B) the effective date of termination of individual Services specified on Schedule
C must be no earlier than the date provided on Schedule C for such individual Service,
and (C) all other Services that are not specified on Schedule C will terminate upon the
effective termination date provided in such written notice, or (2) at any time upon mutual
agreement of Helix and Cal Dive. Notwithstanding the foregoing, with respect to specific Services
provided hereunder, (i) either party hereto (the “Non-Breaching Party”) may terminate this
Agreement with respect to any individual Service, in whole but not in part, at any time upon prior
written notice by the Non-Breaching Party to the other party (the “Breaching Party”) if the
Breaching Party (including any member of its respective Group) has failed to perform any of its
material obligations under this Agreement relating to such Service, and such failure will have
continued without cure for a period of 60 days after receipt by the Breaching Party of a written
notice of such failure from the Non-Breaching Party seeking to terminate such Service.
Notwithstanding anything herein to the contrary, Helix and Cal Dive may from time to time mutually
agree to terminate any individual Service, in whole but not in part, provided,
that, any such agreement to terminate a Service will comply with Section 10.10 and
include all terms and conditions applicable to termination of the Service to be terminated. Any
such termination of an individual Service will not in any way affect the obligations of the party
terminating such Service to continue to receive all other Services not so terminated and to
continue to provide Services as required by this Agreement.



     (b) In addition to and not in limitation of the rights and obligations set forth in
Section 2.1(d), upon the request of the Recipient of a Service, (i) the Provider of such
Service will cooperate with the Recipient and use its good faith, commercially reasonable efforts
to assist the transition of such Service to the Recipient (or Affiliate of the Recipient or such
third-party vendor designated by the Recipient) by the Service Termination Date for such Service.



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     Section 9.2 Effect of Termination.



     Upon termination or expiration of any Service pursuant to this Agreement, the relevant
Provider will have no further obligation to provide the terminated Service, and the relevant
Recipient will have no obligation to pay any future Service Charges or Other Costs relating to any
such Service (other than for or in respect of Services provided in accordance with the terms of
this Agreement and received by such Recipient prior to such termination). Upon termination of this
Agreement in accordance with its terms, no Provider will have any further obligation to provide any
Service, and no Recipient will have any obligation to pay any Service Charges or Other Costs
relating to any Service or make any other payments under this Agreement (other than for or in
respect of Services received by such Recipient prior to such termination or with respect to any
payment obligations that survive the termination of this Agreement, including those payment
obligations identified in Section 7.6, which obligations survive the termination of this Agreement
pursuant to Section 9.3 below).



     Section 9.3 Survival.



     Each of Section 4.1 (Leases), Section 4.2 (Computer-Based Resources),
Article V (Costs and Disbursements), Article VII (Indemnification; Limitation on
Liability), Section 9.2 (Effect of Termination), this Section 9.3 (Survival), and
Article X (General Provisions) will survive the expiration or other termination of this
Agreement and remain in full force and effect.



     Section 9.4 Force Majeure.



     No party hereto (or any member of its Group or any other Person acting on its behalf) will
have any liability or responsibility for failure to fulfill any obligation (other than a payment
obligation) under this Agreement so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force
Majeure. A party claiming the benefit of this provision will, as soon as reasonably practicable
after the occurrence of any such event: (a) notify the other party of the nature and extent of any
such Force Majeure condition and (b) use commercially reasonable efforts to remove any such causes
and resume performance under this Agreement as soon as feasible.



ARTICLE X

GENERAL PROVISIONS




     Section 10.1 Independent Contractors.



     In providing Services hereunder, the Provider will act solely as independent contractor and
nothing in this Agreement will constitute or be construed to be or create a partnership, joint
venture, or principal/agent relationship between the Provider, on the one hand, and the Recipient,
on the other. All Persons employed by the Provider in the performance of its obligations under
this Agreement will be the sole responsibility of the Provider.



     Section 10.2 Subcontractors.



     Any Provider may hire or engage one or more subcontractors to perform any or all of its
Services; provided, that, the Provider will in all cases remain responsible for all
its obligations



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under this Agreement, including, without limitation, with respect to the scope of the
Services, the Standard for Services and the content of the Services provided to the Recipient.
Under no circumstances will any Recipient be responsible for making any payments directly to any
subcontractor engaged by a Provider.



     Section 10.3 Additional Services; Books and Records.



     (a) If, during the term of this Agreement, a party hereto identifies a need for additional or
other corporate services to be provided by or on behalf of a Provider, the parties hereto agree to
negotiate in good faith to provide such requested services (provided that such services are of a
type generally provided by the Provider Group at such time) and the applicable service fees,
payment procedures, and other rights and obligations with respect thereto. To the extent
practicable, such additional or other services will be provided on terms substantially similar to
those applicable to Services of similar types and otherwise on terms consistent with those
contained in this Agreement.



     (b) All books, records and data maintained by a Provider for a Recipient with respect to the
provision of a Service will be the exclusive property of such Recipient. The Recipient, at its
sole cost and expense, will have the right to inspect, and make copies of, any such books, records
and data during regular business hours upon reasonable advance notice to the Provider. At the sole
cost and expense of the Provider, upon termination of the provision of any Service, the relevant
books, records and data relating to such terminated Service will be delivered by the Provider to
the Recipient in a mutually agreed upon format to the address of Recipient set forth in Section
10.5 or any other mutually agreed upon location; provided, however, that the
Provider will be entitled to retain one copy of all such books, records and data relating to such
terminated Service for archival purposes and for purposes of responding to any dispute that may
arise with respect thereto.



     Section 10.4 Confidential Information.



     Cal Dive agrees to, and will cause the other members of the Cal Dive Group to, maintain and
safeguard all the Information pursuant to Section 6.2 of the Master Agreement and Helix agrees to,
and will cause the other members of the Helix Group to, maintain and safeguard all Cal Dive
Confidential Information pursuant to Section 6.2 of the Master Agreement, and each party hereto
agrees that Section 6.2 of the Master Agreement is hereby incorporated by reference into, and made
a part of, this Agreement.



     Section 10.5 Notices.



     All notices, requests, claims, demands and other communications under this Agreement will be
in writing and will be given or made (and will be deemed to have been duly given or made upon
receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed
(followed by delivery of an original via overnight courier service) or by registered or certified
mail (postage prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as will be specified in a notice given in
accordance with this Section 10.5):



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If to Helix:



Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway East, Suite 400

Houston, Texas 77060

Attn: General Counsel

Fax: (281) 618-0505



If to any member of the Cal Dive Group:



Cal Dive International, Inc.

400 N. Sam Houston Parkway East, Suite 1000

Houston, Texas 77060

Attn: General Counsel

Fax: (281) 618-0503




     Section 10.6 Taxes. Except as otherwise specifically provided for in the Tax Matters
Agreement:



     (a) Each party will be responsible for any personal property Taxes on property it owns or
leases, for franchise and privilege Taxes on its business, and for Taxes based on its net income or
gross receipts.



     (b) Each Recipient may report and (as appropriate) pay any sales, use, excise, value-added,
services, consumption, and other Taxes directly if the Recipient provides the applicable Provider
with a direct pay or exemption certificate.



     (c) A Provider will promptly notify the applicable Recipient of, and coordinate with the
Recipient the response to and settlement of, any claim for Taxes asserted by applicable taxing
authorities for which the Recipient is alleged to be financially responsible hereunder.



     (d) Each Recipient will be entitled to receive and to retain any refund of Taxes paid to a
Provider pursuant to this Agreement. In the event a Provider receives a refund of any Taxes paid
by a Recipient to the Provider, the Provider will promptly pay, or cause the payment of, such
refund to the Recipient.



     (e) Each of the parties hereto agrees that if reasonably requested by the other party, it will
cooperate with such other party to enable the accurate determination of such other party’s Tax
liability and assist such other party in minimizing its Tax liability to the extent legally
permissible. The Provider’s invoices will separately state the amounts of any Taxes the Provider
is proposing to collect from the Recipient.



     Section 10.7 Severability.



     If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced under any Law or as a matter of public policy, all other conditions and provisions of this
Agreement will nevertheless remain in full force and effect. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original intent of the



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parties hereto as closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally contemplated to the
greatest extent possible.



     Section 10.8 Entire Agreement.



     Except as otherwise expressly provided in this Agreement, this Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter of this Agreement and
supersedes all prior agreements and undertakings, both written and oral, between or on behalf of
the parties hereto with respect to the subject matter of this Agreement. The Schedules and
Recitals to this Agreement are hereby incorporated by reference into and made part of this
Agreement for all purposes.



     Section 10.9 Assignment; No Third-Party Beneficiaries.



     This Agreement will not be assigned by any party hereto without the prior written consent of
the other party hereto; provided, however, either Helix or Cal Dive may assign this
Agreement in connection with a merger, consolidation, reorganization, sale of all or substantially
all of its assets or similar transaction within the Helix Group or the Cal Dive Group,
respectively, whether or not Helix or Cal Dive is the surviving entity. Except as provided in
Article III and Article VII with respect to indemnified parties, this Agreement is
for the sole benefit of the parties to this Agreement, the members of their respective Group and
their permitted successors and assigns and nothing in this Agreement, express or implied, is
intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement. Each Recipient will cause each member
of its Recipient Group receiving Services hereunder to abide by the terms and conditions of this
Agreement, and each Provider will cause each member of its Provider Group providing Services
hereunder to abide by the terms and conditions of this Agreement.



     Notwithstanding the foregoing, Helix may assign, collaterally assign, or grant security
interests in all of Helix’s right, title and interest in and to this Agreement, without the
consent of Cal Dive, to one or more financial institutions or other lenders or to any designees,
successors or permitted assigns of such financial institutions or other lenders that are, from time
to time, parties to the following Credit Agreement, as the same may be amended, restated, amended
and restated, renewed, extended, supplemented, replaced, or refinanced from time to time: that
certain Credit Agreement dated as of July 3, 2006, by and among Helix Energy Solutions Group, Inc.,
as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
and the other Lenders and Agents party thereto. In connection with the foregoing, Cal Dive hereby
(a) consents to the exercise by the Secured Parties (as defined in the Credit Agreement) of the
rights provided in the security documents granting such assignment, collateral assignment, or
security interest, including any foreclosure pursuant thereto and any subsequent assignments by the
Administrative Agent on behalf of the Secured Parties, (b) agrees to provide the Administrative
Agent with written notice of any default by Helix under the Agreement which is not cured within any
applicable grace or cure period, and (c) agrees that prior to terminating the Agreement due to a
default by Helix, it shall provide the Administrative Agent with notice of such intended
termination (including a detailed description of the reasons therefor) and a



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reasonable opportunity to cure any underlying default (provided that the Administrative Agent
shall have no obligation to cure any default).



     Section 10.10 Amendment.



     No provision of this Agreement may be amended or modified except by a written instrument
signed by all the parties to such agreement. No waiver by any party of any provision hereof will
be effective unless explicitly set forth in writing and executed by the party so waiving. The
waiver by either party hereto of a breach of any provision of this Agreement will not operate or be
construed as a waiver of any other subsequent breach.



     Section 10.11 Rules of Construction.



     (a) Interpretation of this Agreement will be governed by the following rules of construction:
(i) words in the singular will be held to include the plural and vice versa and words of one gender
will be held to include the other gender as the context requires, (ii) references to the terms
Article, Section, paragraph, and Schedule are references to the Articles, Sections, paragraphs, and
Schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of
similar import will mean “including, without limitation,” (iv) provisions will apply, when
appropriate, to successive events and transactions, (v) the headings contained herein are for
reference purposes only and will not affect in any way the meaning or interpretation of this
Agreement, (vi) the recitals are and (vii) this Agreement will be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting or causing
any instrument to be drafted.



     (b) Unless specifically stated in the Master Agreement that a particular provision of the
Master Agreement should be given effect in lieu of a conflicting provision in this Agreement, to
the extent that any provision contained in this Agreement conflicts with, or cannot logically be
read in accordance with, any provision of the Master Agreement, the provision contained in this
Agreement will prevail.



     (c) Unless specifically stated in the Schedules to this Agreement, to the extent that any
provision contained in this Agreement conflicts with, or cannot logically be read in accordance
with, any provision of a Schedule to this Agreement the provision contained in such Schedule will
prevail.



     Section 10.12 Counterparts.



     This Agreement may be executed in one or more counterparts, and by the different parties to
each such agreement in separate counterparts, each of which when executed will be deemed to be an
original but all of which taken together will constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile or electronic mail will
be as effective as delivery of a manually executed counterpart of any such Agreement.



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     Section 10.13 Set-Off.



     Each of the Provider and the Recipient shall have the right to set off any amounts owed to
such party by the other party, whether arising under this Agreement or otherwise.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties have caused this Corporate Services Agreement to be executed
to be effective on the date first written above by their respective duly authorized officers.



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ Martin R. Ferron
 	 
	 	 	Name:  	Martin R. Ferron 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CAL DIVE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Quinn J. Hébert
 	 
	 	 	Name:  	Quinn J. Hébert 	 
	 	 	Title:  	President and Chief Executive Officer 	 













 






	 	 	 	 	 



SCHEDULE A — SERVICES





     I. Services to Be Provided by Helix and Helix Group:



          A. Finance and Accounting





	 	1.	 	Tax
	 
	 	2.	 	Treasury
	 
	 	3.	 	Audit





          B. Legal & Insurance





	 	1.	 	Insurance and Claims





          C. Operations Support





	 	1.	 	Benefits





     Cal Dive will pay Helix for the foregoing services in an amount to be determined by an
allocation of costs for such items in conformity with past practices of Helix and Cal Dive. The
allocation shall be determined by calculating the ratio of (1) the total marine contracting revenue
attributable to Cal Dive to (2) the aggregate marine contracting revenue of the Cal Dive Group and
the Helix Group for the relevant period, exclusive of the revenues of Energy Resource Technology
GOM, Inc. and Energy Resource Technology (UK) Limited The resulting ratio shall be applied to the
consolidated total costs for the foregoing items over the relevant period to determine the amount
allocated to Cal Dive for such costs.



          C. Information Technology




     Cal Dive will pay Helix for the foregoing services in an amount to be determined by an
allocation of costs for such items in conformity with past practices of Helix and Cal Dive. Helix
will provide its information systems, network and communications systems to the Cal Dive Group.
Cal Dive will pay Helix for these services based on the ratio of (1) the number of users for these
systems in the Cal Dive Group to (2) the aggregate number of users for the foregoing systems of the
Cal Dive Group and the Helix Group. The resulting ratio shall be applied to the consolidated total
costs for the foregoing items over the relevant period to determine the amount allocated to Cal
Dive for such costs.



     II. Services to Be Provided by Cal Dive and Cal Dive Group:



          A. Operations Support





	 	1.	 	Human Resources
	 
	 	2.	 	Offshore Resources




 









 












	 	3.	 	Training and Orientation





     Helix will pay Cal Dive for the foregoing services in an amount to be determined by an
allocation of costs for such items in conformity with past practices of Helix and Cal Dive. Helix
will pay Cal Dive for the foregoing services based on the ratio of (1) the number of employees in
the Helix Group to (2) the aggregate number of employees of the Cal Dive Group and the Helix Group,
excluding for purposes of such calculation the employees of Energy Resource Technology GOM, Inc.
and Energy Resource Technology (UK) Limited The resulting ratio shall be applied to the
consolidated total costs for the foregoing items over the relevant period to determine the amount
allocated to Helix for such costs.



          B. Marine Services





	 	1.	 	Administration
	 
	 	2.	 	Capital Projects





          C. Supply Chain Services





	 	1.	 	Administration
	 
	 	2.	 	Yard/Shop Services
	 
	 	3.	 	Warehousing
	 
	 	4.	 	Purchasing
	 
	 	5.	 	Logistics





          D. Equipment





	 	1.	 	Administration
	 
	 	2.	 	Equipment





     Helix will pay Cal Dive for the foregoing services in an amount to be determined by an
allocation of costs for such items in conformity with past practices of Helix and Cal Dive. The
allocation shall be determined by calculating the ratio of (1) the total marine contracting revenue
attributable to Helix to (2) the aggregate marine contracting revenue of the Cal Dive Group and the
Helix Group for the relevant period, exclusive of the revenues of Energy Resource Technology GOM,
Inc., Energy Resource Technology (UK) Limited, Well Ops (U.K.), Ltd. and Canyon Offshore, Inc. The
resulting ratio shall be applied to the consolidated total costs for the foregoing items over the
relevant period to determine the amount allocated to Helix for such costs.



          E. Environmental, Health and Safety (“EHS”) Services





	 	1.	 	Administration




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	 	2.	 	Environmental, Health and Safety Management
	 
	 	3.	 	Subcontracting





     Helix will pay Cal Dive for the foregoing services in an amount to be determined by an
allocation of costs for such items in conformity with past practices of Helix and Cal Dive. The
allocation is based upon an exposure analysis by EHS personnel, taking into account the amount of
exposure specifically identifiable to each vessel or business unit of the Cal Dive Group and Helix
Group, respectively. The ratio of the amount of exposure attributable to Helix to the total
exposure for both Groups is then applied to the consolidated total costs for the foregoing items
over the relevant period to determine the amount allocated to Helix for such costs.



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SCHEDULE B — REAL PROPERTY FACILITIES




Houston




Port of Iberia




New Orleans




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SCHEDULE C — POST-TRIGGER DATE SERVICES



Services to be provided by Helix and the Helix Group:




	 	 	 
	Service	 	Termination Date
	 
	 	 
	Tax

	 	90 days from Trigger Date
	Treasury

	 	90 days from Trigger Date
	Audit

	 	90 days from Trigger Date
	Insurance and Claims

	 	90 days from Trigger Date
	Information Technology

	 	12 months from Trigger Date





Services to be provided by Cal Dive and the Cal Dive Group:




	 	 	 
	Service	 	Termination Date
	 
	 	 
	Supply Chain Services

	 	6 months from Trigger Date







S-5