exv10w1



 










MASTER AGREEMENT




BETWEEN




HELIX ENERGY SOLUTIONS GROUP, INC.




AND




CAL DIVE INTERNATIONAL, INC.




Dated December 8, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	1.1	 	Certain Definitions	 	 	2	 
	 
	 	1.2	 	Other Terms	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II THE SEPARATION	 	 	9	 
	 
	 	2.1	 	Transfer of Cal Dive Assets; Assumption of Cal Dive Liabilities	 	 	9	 
	 
	 	2.2	 	Cal Dive Assets	 	 	10	 
	 
	 	2.3	 	Cal Dive Liabilities	 	 	11	 
	 
	 	2.4	 	Termination of Agreements.	 	 	13	 
	 
	 	2.5	 	Governmental Approvals and Consents; Delayed Transfer Assets and Liabilities	 	 	14	 
	 
	 	2.6	 	Novation of Assumed Cal Dive Liabilities	 	 	15	 
	 
	 	2.7	 	Novation of Liabilities other than Cal Dive Liabilities	 	 	16	 
	 
	 	2.8	 	Transfers of Assets and Assumption of Liabilities	 	 	16	 
	 
	 	2.9	 	Transfer of Excluded Assets by Cal Dive; Assumption of Excluded Liabilities by Helix	 	 	17	 
	 
	 	2.10	 	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III INTERCOMPANY TRANSACTIONS AS OF THE CLOSING DATE	 	 	19	 
	 
	 	3.1	 	Time and Place of Closing	 	 	19	 
	 
	 	3.2	 	Closing Transactions	 	 	19	 
	 
	 	3.3	 	Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws	 	 	20	 
	 
	 	3.4	 	The Initial Public Offering	 	 	20	 
	 
	 	3.5	 	Proceeds of Initial Public Offering	 	 	20	 
	 
	 	3.6	 	Rescission	 	 	21	 
	 
	 	3.7	 	Proceeds of Credit Facility Drawdown	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV FINANCIAL AND OTHER INFORMATION	 	 	21	 
	 
	 	4.1	 	Financial and Other Information	 	 	21	 
	 
	 	4.2	 	Agreement for Exchange of Information; Archives	 	 	28	 
	 
	 	4.3	 	Ownership of Information	 	 	29	 
	 
	 	4.4	 	Compensation for Providing Information	 	 	29	 






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TABLE OF CONTENTS



(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.5	 	Record Retention	 	 	30	 
	 
	 	4.6	 	Liability	 	 	30	 
	 
	 	4.7	 	Other Agreements Providing for Exchange of Information	 	 	30	 
	 
	 	4.8	 	Production of Witnesses; Records; Cooperation	 	 	30	 
	 
	 	4.9	 	Privilege	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V RELEASE; INDEMNIFICATION	 	 	32	 
	 
	 	5.1	 	Release of Pre-Closing Claims	 	 	32	 
	 
	 	5.2	 	General Indemnification by Cal Dive	 	 	34	 
	 
	 	5.3	 	General Indemnification by Helix	 	 	35	 
	 
	 	5.4	 	Registration Statement Indemnification	 	 	35	 
	 
	 	5.5	 	Contribution	 	 	36	 
	 
	 	5.6	 	Indemnification Obligations Net of Insurance Proceeds and Other Amounts on an After-Tax Basis	 	 	37	 
	 
	 	5.7	 	Procedures for Indemnification of Third Party Claims	 	 	37	 
	 
	 	5.8	 	Additional Matters	 	 	38	 
	 
	 	5.9	 	Remedies Cumulative; Limitations of Liability	 	 	39	 
	 
	 	5.10	 	Survival of Indemnities	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI OTHER AGREEMENTS	 	 	40	 
	 
	 	6.1	 	Further Assurances	 	 	40	 
	 
	 	6.2	 	Confidentiality	 	 	41	 
	 
	 	6.3	 	Insurance Matters	 	 	43	 
	 
	 	6.4	 	Allocation of Costs and Expenses	 	 	44	 
	 
	 	6.5	 	Covenants Against Taking Certain Actions Affecting Helix	 	 	45	 
	 
	 	6.6	 	No Violations	 	 	47	 
	 
	 	6.7	 	Registration Statements	 	 	48	 
	 
	 	6.8	 	Compliance with Charter Provisions	 	 	48	 
	 
	 	6.9	 	Future Intercompany Transactions	 	 	48	 
	 
	 	6.10	 	[Intentionally Omitted]	 	 	48	 
	 
	 	6.11	 	Helix Policies	 	 	49	 
	 
	 	6.12	 	Operations	 	 	49	 






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TABLE OF CONTENTS



(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.13	 	[Intentionally Omitted]	 	 	49	 
	 
	 	6.14	 	Tax Matters	 	 	49	 
	 
	 	6.15	 	Litigation	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII DISPUTE RESOLUTION	 	 	50	 
	 
	 	7.1	 	General Provisions	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII MISCELLANEOUS	 	 	51	 
	 
	 	8.1	 	Corporate Power; Fiduciary Duty	 	 	52	 
	 
	 	8.2	 	Governing Law	 	 	52	 
	 
	 	8.3	 	Survival of Covenants	 	 	52	 
	 
	 	8.4	 	Force Majeure	 	 	52	 
	 
	 	8.5	 	Notices	 	 	53	 
	 
	 	8.6	 	Severability	 	 	53	 
	 
	 	8.7	 	Entire Agreement	 	 	53	 
	 
	 	8.8	 	Assignment; No Third-Party Beneficiaries	 	 	54	 
	 
	 	8.9	 	Public Announcements	 	 	54	 
	 
	 	8.10	 	Amendment	 	 	54	 
	 
	 	8.11	 	Rules of Construction	 	 	54	 
	 
	 	8.12	 	Counterparts	 	 	54	 






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EXHIBITS




	 	 	 
	A

	 	Form of Corporate Services Agreement
	B

	 	Form of Registration Rights Agreement
	C

	 	Form of Tax Matters Agreement
	D

	 	Form of Employee Matters Agreement
	E

	 	Form of Amended and Restated Certificate of Incorporation
	F

	 	Form of Amended and Restated Bylaws






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SCHEDULES




	 	 	 
	Schedule 1.1

	 	Vessels
	Schedule 2.2

	 	Transferred Subsidiaries
	Schedule 2.4(b)(ii)

	 	Continuing Agreements
	Schedule 6.15(a)

	 	Assumed Actions
	Schedule 6.15(b)

	 	Existing Actions







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MASTER AGREEMENT




     This MASTER AGREEMENT, dated December 8, 2006 (this “Agreement”), is made between
Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”) and Cal Dive
International, Inc., a Delaware corporation and as of the date hereof, an indirect, wholly-owned
subsidiary of Helix (“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, the board of directors of Helix has determined that it is appropriate and desirable
for Helix to separate the Cal Dive Group from Helix;



     WHEREAS, in connection with the separation of the Cal Dive Group from Helix, Helix desires to
contribute, assign or otherwise transfer, and to cause certain of its Subsidiaries to contribute,
assign or otherwise transfer, to Cal Dive and certain of Cal Dive’s Subsidiaries, certain Assets
and Liabilities associated with the Cal Dive Business;



     WHEREAS, Helix has agreed to transfer certain vessels constituting part of the Cal Dive Assets
(as defined below) to CDI Vessel Holdings LLC, a Delaware limited liability company (“Vessel
Holdings”) of which CDI Prometheus Holdings, Inc., a Delaware corporation (“Holdings”)
owns 100% of the membership interests;



     WHEREAS, Helix owns 100% of the issued and outstanding stock of Holdings;



     WHEREAS, Vessel Holdings has entered into a Credit Agreement dated as of November 20, 2006
with Bank of America, N.A., as Administrative Agent and the various lenders listed therein, and Cal
Dive, providing for a credit facility of up to USD 250,000,000 to be available to Vessel Holdings
(the “Transfer Credit Facility”);



     WHEREAS, prior to the date hereof, Vessel Holdings has drawn the principal amount of USD
$100,000,000 under the Transfer Credit Facility;



     WHEREAS, Helix has agreed to guaranty the obligations of Vessel Holdings under the Transfer
Credit Facility until the closing of the Initial Public Offering pursuant to the Guaranty dated as
of November 20, 2006 (the “Guaranty”);



     WHEREAS, the remaining vessels and balance of the Assets will be transferred by Helix to
various subsidiaries of Holdings, and the stock of Holdings will be transferred by Helix to Cal
Dive to effect the Separation;



     WHEREAS, Cal Dive has agreed to guaranty the indebtedness of Vessel Holdings under the
Transfer Credit Facility contemporaneously with the closing of the Initial Public Offering;



     WHEREAS, the boards of directors of Helix and Cal Dive have further approved the initial
public offering by Cal Dive of shares of its Common Stock in a registered offering under the
Securities Act, substantially concurrently with the closing of the Separation;



 









 





     WHEREAS, immediately following the consummation of the Initial Public Offering, Helix will own
approximately 61,506,691 shares of Cal Dive Common Stock;



     WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions
required to effect the Separation and certain other agreements that will, following the
consummation of the Initial Public Offering, govern certain matters relating to the Separation, the
Initial Public Offering and the relationship of Helix, Cal Dive and their respective Groups; and



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



     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:



ARTICLE
I




DEFINITIONS




     1.1 Certain Definitions.



     For purposes of this Agreement, the following terms shall have the meanings specified in this
Section 1.1:



     “Action” means any demand, action, claim, dispute, suit, countersuit, arbitration,
inquiry, proceeding or investigation by or before any federal, state, local, foreign or
international Governmental Authority or any arbitration or mediation tribunal.



     “Affiliate” (and, with a correlative meaning, “affiliated”) means, with
respect to any Person, any direct or indirect Subsidiary of such Person, and any other Person that
directly, or through one or more intermediaries, controls or is controlled by or is under common
control with such first Person; provided, however, that from and after the Closing
Date, no member of the Cal Dive Group shall be deemed an Affiliate of any member of the Helix Group
for purposes of this Agreement and the Transaction Documents and no member of the Helix Group shall
be deemed an Affiliate of any member of the Cal Dive Group for purposes of this Agreement and the
Transaction Documents. As used in this definition, “control” (including with correlative
meanings, “controlled by” and “under common control with”) means possession,
directly or indirectly, of power to direct or cause the direction of management or policies, or the
power to appoint and remove a majority of directors (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise), of a Person.



     “Assets” means, with respect to any Person, the assets, properties and rights
(including goodwill) of such Person, wherever located (including in the possession of vendors or
other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or
contingent, in each



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case whether or not recorded or reflected or required to be recorded or reflected on the books
and records or financial statements of such Person, including the following:



     (a) the vessels, including all appurtenances thereto, all equipment, including without
limitation all diving and pipelaying equipment, inventory, work-in-progress and spare parts;



     (b) all computers and other electronic data processing equipment, fixtures, machinery,
furniture, office equipment, automobiles, trucks, motor vehicles and other transportation equipment
and other tangible personal property;



     (c) all interests in real property of whatever nature, including easements, whether as owner,
mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee
or otherwise;



     (d) all accounting and other books, records and files whether in paper, microfilm, microfiche,
computer tape or disc, magnetic tape or any other form;



     (e) all license agreements, vessel charters, leases of personal property, open purchase orders
for supplies, parts or services and other contracts, agreements or commitments;



     (f) all deposits, letters of credit and performance and surety bonds;



     (g) all written technical information, data, specifications, research and development
information, engineering drawings, operating and maintenance manuals, and materials and analyses
prepared by consultants and other third parties;



     (h) all domestic and foreign intangible personal property, patents, copyrights, trade names,
trademarks, service marks and registrations and applications for any of the foregoing, trade
secrets, inventions, designs, ideas, improvements, works of authorship, recordings, other
proprietary and confidential information and licenses from third Persons granting the right to use
any of the foregoing;



     (i) all vessel logs and records of repair and maintenance for any vessel or equipment;



     (j) all computer applications, programs and other software, including operating software,
network software firmware, middleware, design software, design tools, systems documentation and
instructions;



     (k) all cost information, sales and pricing data, customer prospect lists, supplier records,
customer and supplier lists, customer and vendor data, correspondence and lists, product
literature, artwork, design, formulations and specifications, quality records and reports and other
books, records, studies, surveys, reports, plans and documents;



     (l) all prepaid expenses, trade accounts and other accounts and notes receivables;



     (m) all rights under contracts or agreements, all claims or rights against any Person arising
from the ownership of any Asset, all rights in connection with any bids or offers and all claims,
choses in action or similar rights, whether accrued or contingent;



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     (n) all rights under insurance policies and all rights in the nature of insurance,
indemnification or contribution including without limitation any policies held through a protection
and indemnity club;



     (o) all licenses, permits, approvals and authorizations which have been issued by any
Governmental Authority;



     (p) cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and



     (q) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar
agreements or arrangements.



     “Business Day” means 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. Any event the
scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred
until the next succeeding Business Day.



     “Cal Dive Balance Sheet” means Cal Dive’s unaudited condensed combined balance sheet
as of September 30, 2006 included in the IPO Registration Statement.



     “Cal Dive Business” means the current businesses of the members of the Cal Dive Group,
including, without limitation, the world-wide manned diving, pipelaying, pipe burial and related
businesses described in the IPO Registration Statement.



     “Cal Dive Capital Stock” means all classes or series of capital stock of Cal Dive,
including the Common Stock, and all options, warrants and other rights to acquire such capital
stock.



     “Cal Dive Common Stock” means the common stock, $0.01 par value per share, of Cal
Dive.



     “Cal Dive Contracts” means the following contracts and agreements to which Helix or
any of its Subsidiaries is a party or by which Helix or any of its Subsidiaries or any of their
respective Assets is bound, whether or not in writing, except for any such contract or agreement
that is contemplated to be retained by Helix or any member of the Helix Group pursuant to any
provision of this Agreement or any Transaction Document:



     (a) any contract or agreement entered into in the name of, or expressly on behalf of, any
division, business unit or member of the Cal Dive Group;



     (b) any contract or agreement, including any joint venture agreement, that is used exclusively
or held for use exclusively in the Cal Dive Business;



     (c) any guarantee, indemnity, representation, warranty or other Liability of any member of the
Cal Dive Group or the Helix Group in respect of (i) any other Cal Dive Contract or Cal Dive Asset,
(ii) any Cal Dive Liability or (iii) the Cal Dive Business; and



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     (d) any contract or agreement that is otherwise expressly contemplated pursuant to this
Agreement or any of the Transaction Documents to be assigned to Cal Dive or any member of the Cal
Dive Group in connection with the Separation.



     “Cal Dive Group” means Cal Dive, each Subsidiary of Cal Dive immediately after the
Closing and each other Person that is either controlled directly or indirectly by Cal Dive
immediately after the Closing; provided that, any Delayed Transfer Asset that is
transferred to Cal Dive at any time following the Closing shall, to the extent applicable, and from
and after the Closing Date, be considered part of the Cal Dive Group for all purposes of this
Agreement.



     “Cal Dive Indebtedness” means the aggregate principal amount of total liabilities
(whether long-term or short-term) for borrowed money (including capitalized leases) of the Cal Dive
Group collectively, as determined for purposes of its financial statements prepared in accordance
with GAAP.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Consents” means any consent, waiver or approval from, or notification requirement to,
any third parties.



     “Delayed Transfer Assets” means any Cal Dive Assets that are transferred to the Cal
Dive Group from the Helix Group after the Closing Date.



     “Delayed Transfer Liabilities” means any Cal Dive Liabilities that are assumed by a
member of the Cal Dive Group from a member of the Helix Group after the Closing Date.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that
reference is made thereto.



     “Firm Public Offering Shares” means the Common Stock sold in the Initial Public
Offering, other than Common Stock sold as a result of exercise of the Over-Allotment Option by the
Underwriters.



     “Force Majeure” means, with respect to a party, an event beyond the control of such
party (or any Person acting on its behalf), which by its nature could not have been foreseen by
such party (or such Person), or, if it could have been foreseen, was unavoidable, and includes,
without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil
unrest, interference by civil or military authorities, acts of war (declared or undeclared) or
armed hostilities or other national or international calamity or one or more acts of terrorism or
failure of energy sources or distribution facilities.



     “GAAP” means United States generally accepted accounting principles.



     “Governmental Approvals” means any notice, report or other filing to be made with, or
any consent, registration, approval, permit or authorization to be obtained from, any Governmental
Authority.



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     “Governmental Authority” means any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including any
governmental authority, agency, department, board, commission or instrumentality, whether federal,
state, local or foreign (or any political subdivision thereof), and any tribunal, court or
arbitrator(s) of competent jurisdiction.



     “Group” means the Helix Group or the Cal Dive Group, as the context requires.



     “Helix Group” means Helix and each Person (other than a member of the Cal Dive Group)
that is an Affiliate of Helix immediately following the Closing.



     “Holdings” has the meaning given that term in the Preamble hereof.



     “Information” means information, whether or not patentable or copyrightable, in
written, oral, electronic or other tangible or intangible form, stored in any medium, including
studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts,
know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes,
samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other
software, marketing plans, customer names, communications by or to attorneys (including
attorney-client privileged communications), memoranda and other materials prepared by attorneys or
under their direction (including attorney work product), and other technical, financial, employee
or business information or data.



     “Initial Public Offering” means the initial public offering by Cal Dive of
approximately 22.1 million shares of Common Stock.



     “Insurance Policies” means the insurance policies written by insurance carriers,
including those affiliated with Helix and any self-insurance arrangements, pursuant to which Cal
Dive or one or more of its Subsidiaries (or their respective officers or directors) will be insured
parties after the Closing Date, including without limitation any policies written by protection and
indemnity clubs with respect to the Vessels.



     “Insurance Proceeds” means those monies: (a) received by an insured from an insurance
carrier or a protection and indemnity club; (b) paid by an insurance carrier or a protection and
indemnity club on behalf of the insured; or (c) received (including by way of setoff) from any
third party in the nature of insurance, contribution or indemnification in respect of any
Liability; in any such case net of any applicable premium adjustments or adjustments to club calls
(including reserves and retrospectively rated premium adjustments) and net of any costs or expenses
incurred in the collection thereof.



     “IPO Registration Statement” means the registration statement on Form S-1 filed under
the Securities Act pursuant to which the Common Stock to be sold by Cal Dive in the Initial Public
Offering will be registered, and all amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all materials incorporated by reference in
such registration statement.



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     “Law” means any federal, state, local or foreign law (including common law), statute,
code, ordinance, rule, regulation or other requirement enacted, promulgated, issued or entered by a
Governmental Authority.



     “Liabilities” means any debt, loss, damage, adverse claim, liability or obligation of
any Person (whether direct or indirect, known or unknown, asserted or unasserted, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether
in contract, tort, strict liability or otherwise), and including all costs and expenses relating
thereto.



     “Over-Allotment Option” means the over-allotment option that may be exercised by the
underwriters of the Initial Public Offering pursuant to the Underwriting Agreement relating to the
Initial Public Offering.



     “Person” means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint-stock company, trust, unincorporated organization,
Governmental Authority or other entity.



     “Prospectus” means the prospectus or prospectuses included in the IPO Registration
Statement, as amended or supplemented by prospectus supplement and by all other amendments and
supplements to any such prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus or prospectuses.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is
made thereto.



     “Security Interest” means any mortgage, security interest, pledge, lien, charge,
claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition,
easement, encroachment, restriction on transfer (other than restrictions on transfer imposed by
federal or state securities laws), or other encumbrance of any nature whatsoever.



     “Separation” means collectively, (a) the transfer of the Cal Dive Assets, to the
extent not already held by Cal Dive and the Cal Dive Group, and the assumption by Cal Dive and the
Cal Dive Group of the Cal Dive Liabilities, and (b) the transfer of certain Excluded Assets to
Helix and the Helix Group, and the assumption by Helix and the Helix Group of certain Excluded
Liabilities, all as more fully described in this Agreement and the Transaction Documents.



     “Subsidiary” or “subsidiary” means, with respect to any Person, any
corporation, limited liability company, joint venture or partnership of which such Person (a)
beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total
combined voting power of all classes of voting securities of such entity, (ii) the total combined
equity interests, or (iii) the capital or profit interests, in the case of a partnership; or (b)
otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a
majority of the board of directors or similar governing body.



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     “Tax” means all federal, state, provincial, territorial, municipal, local or foreign
income, profits, franchise, gross receipts, tonnage, environmental (including taxes under Code
Section 59A), customs, duties, net worth, sales, use, goods and services, withholding, value added,
ad valorem, employment, social security, disability, occupation, pension, real property, personal
property (tangible and intangible), stamp, transfer, conveyance, severance, production, excise,
premium, retaliatory and other taxes, withholdings, duties, levies, imposts, guarantee fund
assessments and other similar charges and assessments (including any and all fines, penalties and
additions attributable to or otherwise imposed on or with respect to any such taxes, charges, fees,
levies or other assessments, and interest thereon) imposed by or on behalf of any Taxing Authority,
in each case whether such Tax arises by Law, contract, agreement or otherwise.



     “Taxing Authority” means any Governmental Authority exercising any authority to
impose, regulate, levy, assess or administer the imposition of any Tax.



     “Transactions” means, collectively, (a) the Separation, (b) the Initial Public
Offering and (c) all other transactions contemplated by this Agreement or any Transaction Document.



     “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.



     “Underwriters” means the managing underwriters for the Initial Public Offering.



     “Underwriting Agreement” means the Underwriting Agreement to be entered into by and
among Helix, Cal Dive and the Underwriters in connection with the offering of Cal Dive Common Stock
in the Initial Public Offering.



     “Vessel Holdings” has the meaning given that term in the Preamble hereof.



     “Vessels” means, as of the Closing Date, the vessels listed on Schedule 1.1 hereto,
and all appurtenances thereto, and thereafter, the Vessels and any after-acquired vessels of Cal
Dive.



     1.2 Other Terms. For purposes of this Agreement, the following terms have the
meanings set forth in the sections indicated.




	 	 	 
	Term	 	Section
	After-Tax Basis
	 	5.6(c)
	Agreement
	 	Recitals
	Annual Financial Statements
	 	4.1(a)(v)
	Assumed Actions
	 	6.15(a)
	Bylaws
	 	3.3
	Cal Dive
	 	Preamble
	Cal Dive Assets
	 	2.2(a)
	Cal Dive Auditors
	 	4.1(b)(i)
	Cal Dive Confidential Information
	 	6.2(a)
	Cal Dive Indemnified Parties
	 	5.3
	Cal Dive Liabilities
	 	2.3(a)







-8-









 






	 	 	 
	Term	 	Section
	Cal Dive Public Documents
	 	4.1(a)(viii)
	Cal Dive Transfer Documents
	 	2.9(a)(iii)
	Charter
	 	3.3
	Closing
	 	3.1
	Closing Date
	 	3.1
	Corporate Services Agreement
	 	3.2(b)(i)
	Dispute
	 	7.1
	Drawdown
	 	3.7
	Employee Matters Agreement
	 	3.2(b)(iv)
	Excluded Assets
	 	2.2(b)
	Excluded Liabilities
	 	2.3(b)
	Existing Actions
	 	6.15(b)
	Existing Helix Indebtedness
	 	3.5
	Helix
	 	Preamble
	Helix Annual Statements
	 	4.1(b)(ii)
	Helix Auditors
	 	4.1(b)(ii)
	Helix Confidential Information
	 	6.2(b)
	Helix Indemnified Parties
	 	5.2
	Helix Policies
	 	6.11
	Helix Public Filings
	 	4.1(a)(xii)
	Helix Transfer Documents
	 	2.8
	Indemnified Party
	 	5.6(a)
	Indemnifying Party
	 	5.6(a)
	Indemnity Payment
	 	5.6(a)
	Long-Term Contract
	 	6.12
	Notification Period
	 	6.12
	Privilege
	 	4.9
	Quarterly Financial Statements
	 	4.1(a)(iv)
	Registration Rights Agreement
	 	3.2(b)(ii)
	Representatives
	 	6.2(a)
	Tax Matters Agreement
	 	3.2(b)(iii)
	Third Party Claim
	 	5.7(a)
	Transaction Documents
	 	3.2(b)
	Transfer Credit Facility
	 	Preamble
	Transfer Documents
	 	2.9(a)(iii)
	Transferred Subsidiaries
	 	2.2(a)(iii)
	Utilization Limit
	 	6.12







ARTICLE II

THE SEPARATION




     2.1  Transfer of Cal Dive Assets; Assumption of Cal Dive Liabilities.



     (a) The Separation shall be effected in accordance with the terms and conditions of this
Agreement and the other Transfer Documents. Subject to Section 3.6, immediately



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following the execution and delivery of the Underwriting Agreement by each of the parties
thereto:




     (i) Helix shall, and shall cause its applicable Subsidiaries to, contribute, assign, transfer,
convey and deliver to Cal Dive or certain of Cal Dive’s Subsidiaries designated by Cal Dive, and
Cal Dive or such applicable Subsidiaries shall accept from Helix and its applicable Subsidiaries,
all of Helix’s and such Subsidiaries’ respective rights, titles and interests in and to all Cal
Dive Assets, with such contributions, assignments, transfers and conveyances being subject to the
terms and conditions of this Agreement and any applicable Transfer Documents; and




     (ii) Cal Dive shall, and shall cause its domestic Subsidiaries to, accept, assume and agree,
on a several and not joint basis, to perform, discharge and fulfill all the Cal Dive Liabilities,
in accordance with their respective terms. Cal Dive and such Subsidiaries shall be responsible for
all Cal Dive Liabilities assumed by it, regardless of when or where such Cal Dive Liabilities arose
or arise, or whether the facts on which they are based occurred prior to or subsequent to the
Closing Date, regardless of where or against whom such Cal Dive Liabilities are asserted or
determined (including any Cal Dive Liabilities arising out of claims made by Helix’s or Cal Dive’s
respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of
the Helix Group or the Cal Dive Group) or whether asserted or determined prior to the date hereof,
and, except as set forth in Section 2.3(b)(iii), regardless of whether arising from or
alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any
member of the Helix Group or the Cal Dive Group, or any of their past or present respective
directors, officers, employees, agents, Subsidiaries or Affiliates. Such assumption of Cal Dive
Liabilities shall be subject to the terms and conditions of this Agreement and any applicable
Transfer Documents.



     (b) Each of the parties agrees that Delayed Transfer Assets, if any, will be contributed,
assigned, transferred, conveyed and delivered, and Delayed Transfer Liabilities, if any, will be
accepted and assumed, in accordance with the terms of the applicable Transaction Documents.
Notwithstanding the date on which any such Delayed Transfer Asset is actually contributed,
assigned, conveyed and delivered, or the date on which any such Delayed Transfer Liability is
actually accepted and assumed, such contribution, assignment, transfer, conveyance and delivery of
any Delayed Transfer Asset, or the acceptance and assumption of any Delayed Transfer Liability,
shall be deemed to have taken place on, and shall be effective as of, the Closing Date, and the
applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes
of this Agreement and the Transaction Documents as a Cal Dive Asset or a Cal Dive Liability, as the
case may be, from and after the Closing Date.



     (c) If at any time or from time to time (whether prior to or after the Closing Date) any party
hereto (or any member of such party’s respective Group) shall receive or otherwise possess any
Asset that is allocated to any other Person pursuant to this Agreement or any Transaction Document,
such party shall promptly transfer, or cause to be transferred, such Asset to the Person so
entitled thereto. This Section 2.2(c) shall not apply to any Assets acquired by Helix or Cal Dive
more than one hundred eighty (180) days following the Closing Date.



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     (d) Cal Dive hereby waives compliance by each member of the Helix Group with the requirements
and provisions of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be
applicable with respect to the transfer or sale of any or all of the Cal Dive Assets to any member
of the Cal Dive Group.



     2.2 Cal Dive Assets.



     (a) Subject to Section 2.2(b), for purposes of this Agreement, “Cal Dive
Assets” shall mean (without duplication):




     (i) all Assets that are expressly provided by this Agreement or any Transaction
Document as Assets to be transferred by Helix and other members of the Helix Group to Cal
Dive or another designated member of the Cal Dive Group;




     (ii) all Cal Dive Contracts;




     (iii) the stock and limited liability company membership interests listed on Schedule
2.2 hereto of the corporations and limited liability companies described on Schedule
2.2 (the “Transferred Subsidiaries”);




     (iv) the Vessels;




     (v) subject to Section 6.3, any rights of any member of the Cal Dive Group under any
of the Insurance Policies, including any rights thereunder arising after the Closing Date in
respect of any Insurance Policies;




     (vi) all Assets reflected as Assets of Cal Dive and its Subsidiaries in the Cal Dive Balance
Sheet, other than any dispositions of such Assets subsequent to the date of the Cal Dive Balance
Sheet; and




     (vii) any and all Assets owned or held immediately prior to the Closing Date by Helix or any
of its Subsidiaries that are used exclusively in the Cal Dive Business. The intention of this
clause (vii) is only to rectify any inadvertent omission of transfer or conveyance of any
Asset that, had the parties given specific consideration to such Asset as of the date hereof, would
have otherwise been classified as a Cal Dive Asset.



     (b) Notwithstanding the foregoing, the Cal Dive Assets shall not in any event include the
Excluded Assets. For purposes of this Agreement, “Excluded Assets” shall mean Assets not
used exclusively in the Cal Dive Business, including, without limitation any and all Assets that
are expressly contemplated by this Agreement or any Transaction Document as either Assets to be
retained by Helix or any other member of the Helix Group, other than assets of the Transferred
Subsidiaries, or Assets that are to be transferred by Cal Dive or any member of the Cal Dive Group
to Helix or a designated member of the Helix Group.



     2.3 Cal Dive Liabilities.



     (a) Subject to Section 2.3(b), for purposes of this Agreement, “Cal Dive
Liabilities” shall mean (without duplication):



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     (i) all Liabilities that are expressly provided by this Agreement or any Transaction Document
as Liabilities to be assumed by Cal Dive or any other member of the Cal Dive Group, and all
agreements, obligations and Liabilities of Cal Dive or any other member of the Cal Dive Group under
this Agreement or any of the Transaction Documents;




     (ii) all Liabilities, including any environmental or employee-related Liabilities relating to,
arising out of or resulting from:




     (A) the operation of the Cal Dive Business, as conducted at any time before, on or after the
Closing Date (including any Liability relating to, arising out of or resulting from any act or
failure to act by any director, officer, employee, agent or representative (whether or not such act
or failure to act is or was within such Person’s authority));




     (B) the operation of any business conducted by any member of the Cal Dive Group at any time
after the Closing Date (including any Liability relating to, arising out of or resulting from any
act or failure to act by any director, officer, employee, agent or representative (whether or not
such act or failure to act is or was within such Person’s authority));




     (C) any Cal Dive Assets (including any Cal Dive Contracts and any real property and leasehold
interests), in any such case whether arising before, on or after the Closing Date; or




     (D) the ownership and operation of the Vessels, whether arising before, on or after the
Closing Date.




     (iii) all Liabilities reflected as liabilities or obligations of Cal Dive or its Subsidiaries
in the Cal Dive Balance Sheet;




     (iv) all Liabilities related to Assumed Actions and Existing Actions, as further provided in
Section 6.15;




     (v) all Liabilities related to any and all other Actions initiated on or after the Closing
Date that arise out of or relate in any material respect to the operation of the Cal Dive Business
or the ownership or use of the Cal Dive Assets, in any such case whether such Liability arises
before, on or after the Closing Date, including any such Action in which Helix or any member of the
Helix Group is named as a defendant or party subject to any claim or investigation;




     (vi) all Liabilities for any payments to be made by any member of the Helix Group or any
member of the Cal Dive Group pursuant to the terms and conditions of purchase agreements relating
to the acquisition of Cal Dive Assets, including, without limitation, purchase price installment
payments based on the financial performance of the Cal Dive Asset subsequent to the acquisition;



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     (vii) all Liabilities under or arising out of the Transfer Credit Facility, including, without
limitation, the obligations to repay the principal balance thereunder and accrued interest thereon,
fee and expenses of the lenders and the agent thereunder, and any obligations to protect and
indemnify the agent and the lenders thereunder;




     (viii) all Liabilities arising out of claims made by Helix’s or Cal Dive’s respective
directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Helix
Group or the Cal Dive Group with respect to the Cal Dive Business, whether arising before, on or
after the Closing Date;




     (viii) subject to Section 6.3, all Liabilities for insurance premiums and club calls
relating to the Cal Dive Assets or the Vessels; and




     (ix) Liabilities of the Transferred Subsidiaries.



     (b) Notwithstanding the foregoing, the Cal Dive Liabilities shall not in any event include the
Excluded Liabilities. For purposes of this Agreement, “Excluded Liabilities” shall mean
(without duplication):




     (i) any and all Liabilities that are expressly contemplated by this Agreement or any
Transaction Document as Liabilities to be retained or assumed by Helix or any other member of the
Helix Group, and all agreements and obligations of any member of the Helix Group under this
Agreement or any of the Transaction Documents;




     (ii) any and all Liabilities of a member of the Helix Group relating solely to, arising solely
out of or resulting from any Excluded Assets; and




     (iii) any and all liabilities arising from a knowing violation of Law, fraud or
misrepresentation by any member of the Helix Group or any of their respective directors, officers,
employees or agents (other than any individual who at the time of such act was acting in his or her
capacity as a director, officer, employee or agent of any member of the Cal Dive Group).



     2.4 Termination of Agreements.



     (a) Except as set forth in Section 2.4(b), Cal Dive and each member of the Cal Dive
Group, on the one hand, and Helix and each member of the Helix Group, on the other hand, hereby
terminate any and all agreements, arrangements, commitments or understandings, whether or not in
writing, between or among Cal Dive or any member of the Cal Dive Group, on the one hand, and Helix
or any member of the Helix Group, on the other hand, effective as of the Closing Date. No such
terminated agreement, arrangement, commitment or understanding (including any provision thereof
which purports to survive termination) shall be of any further force or effect after the Closing
Date. Each party shall, at the reasonable request of any other party, take, or cause to be taken,
such other actions as may be necessary to effect the foregoing.



     (b) The provisions of Section 2.4(a) shall not apply to any of the following
agreements, arrangements, commitments or understandings (or to any of the provisions thereof):



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     (i) this Agreement and the Transaction Documents (and each other agreement or instrument
expressly contemplated by this Agreement or any Transaction Document to be entered into or
continued by either of the parties or any of the members of their respective Groups);




     (ii) except to the extent redundant with any provision of or service provided under this
Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the
agreements, arrangements, commitments and understandings listed or described on Schedule
2.4(b)(ii);




     (iii) any agreements, arrangements, commitments or understandings to which any Person other
than the parties and their respective Affiliates is a party (it being understood that to the extent
that the rights and obligations of the parties and the members of their respective Groups under any
such agreements, arrangements, commitments or understandings constitute Cal Dive Assets or Cal Dive
Liabilities, they shall be assigned pursuant to Section 2.1);




     (iv) any accounts or notes payable or accounts or notes receivable or allocations between a
member of the Helix Group, on the one hand, and a member of the Cal Dive Group, on the other hand,
accrued as of the Closing Date and reflected in the books and records of the parties or otherwise
documented in accordance with past practices;




     (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned
Subsidiary of Helix or Cal Dive, as the case may be, is a party; and




     (vi) any other agreements, arrangements, commitments or understandings that this Agreement or
any Transaction Document expressly contemplates will survive the Closing Date.



     2.5 Governmental Approvals and Consents; Delayed Transfer Assets and Liabilities.



     (a) To the extent that the Separation requires any Governmental Approvals or Consents, the
parties will use their commercially reasonable efforts to obtain such Governmental Approvals and
Consents; provided, however, that neither Helix nor Cal Dive shall be obligated to contribute
capital in any form to any entity in order to obtain such Governmental Approvals and Consents.



     (b) If and to the extent that the valid, complete and perfected contribution, transfer or
assignment to the Cal Dive Group of any Cal Dive Assets or the assumption by the Cal Dive Group of
any Cal Dive Liabilities would be a violation of applicable Law or require any Consent or
Governmental Approval in connection with the Separation or the Initial Public Offering, then,
unless the parties mutually shall otherwise determine, the transfer or assignment to the Cal Dive
Group of such Cal Dive Assets or the assumption by the Cal Dive Group of such Cal Dive Liabilities
shall be automatically deemed deferred and any such purported contribution, transfer, assignment or
assumption shall be null and void until such time as all legal impediments are



-14-









 







removed or such Consents or Governmental Approvals have been obtained. If and when the
Consents and Governmental Approvals are obtained, the contribution, transfer or assignment of the
applicable Cal Dive Asset or Cal Dive Liability shall be effected in accordance with the terms of
this Agreement and/or the applicable Transfer Document. Any such Liability shall be deemed a
Delayed Transfer Liability. Any such Asset shall be deemed a Delayed Transfer Asset and
notwithstanding the foregoing, a Cal Dive Asset for purposes of determining whether any Liability
is a Cal Dive Liability.



     (c) If any contribution, transfer or assignment of any Cal Dive Asset intended to be
contributed, transferred or assigned hereunder or any assumption of any Cal Dive Liability intended
to be assumed by the Cal Dive Group hereunder is not consummated on the Closing Date for any
reason, then, insofar as reasonably possible, (i) the member of the Helix Group retaining such Cal
Dive Asset shall thereafter hold such Cal Dive Asset for the use and benefit of the member of the
Cal Dive Group entitled thereto (at the expense of the member of the Cal Dive Group entitled
thereto) and (ii) Cal Dive shall, or shall cause the applicable member of the Cal Dive Group to,
pay or reimburse the member of the Helix Group retaining such Cal Dive Liability for all amounts
paid or incurred in connection with such Cal Dive Liability. In addition, the member of the Helix
Group retaining such Cal Dive Asset shall, insofar as reasonably possible and to the extent
permitted by applicable Law, treat such Asset in the ordinary course of business in accordance
with past practice and take such other actions as may be reasonably requested by the Cal Dive Group
member to whom such Cal Dive Asset is to be transferred in order to place such Cal Dive Group
member in the same position as if such Cal Dive Asset had been transferred as contemplated hereby
and so that all the benefits and burdens relating to such Cal Dive Asset, including possession,
use, risk of loss, potential for gain, and dominion, control and command over such Cal Dive Asset,
is to inure from and after the Closing Date to the Cal Dive Group.



     (d) The Person retaining an Asset or Liability due to the deferral of the transfer of such
Asset or the deferral of the assumption of such Liability shall not be obligated, in connection
with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made
available) by the Person entitled to the Asset or the Person intended to be subject to the
Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar
fees, all of which shall be promptly reimbursed by the Person entitled to such Asset or the Person
intended to be subject to the Cal Dive Liability.



     2.6 Novation of Assumed Cal Dive Liabilities.



     (a) Each of Helix and Cal Dive, at the request of the other, shall use commercially reasonable
efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to
novate or assign all obligations under agreements, leases, licenses and other obligations or
Liabilities of any nature whatsoever that constitute Cal Dive Liabilities, and in the case of an
assignment, to obtain in writing the unconditional release of all parties to such arrangements
(other than any member of the Cal Dive Group), so that, in any such case, Cal Dive and the other
members of the Cal Dive Group will be solely responsible for such Cal Dive Liabilities;
provided, however, that neither the Helix Group nor the Cal Dive Group shall be
obligated to pay any consideration or assume any additional obligation therefor to any third party
from whom any such Consent, substitution or amendment is requested.



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     (b) If Helix or Cal Dive is unable to obtain, or to cause to be obtained, any such required
Consent, release, substitution or amendment, the applicable member of the Helix Group shall
continue to be bound by such agreement, lease, license or other obligation that constitutes a Cal
Dive Liability and, unless not permitted by Law or the terms thereof, as agent or subcontractor for
such member of the Helix Group, Cal Dive shall, or shall cause a member of the Cal Dive Group to,
pay, perform and discharge fully all the obligations or other Liabilities of members of the Helix
Group thereunder that constitute Cal Dive Liabilities from and after the Closing Date. Cal Dive
shall indemnify each Helix Indemnified Party, and hold each of them harmless against any
Liabilities arising in connection therewith; provided that, Cal Dive shall have no
obligation to indemnify any Helix Indemnified Party with respect to any matter to the extent that
such Helix Indemnified Party has engaged in any knowing violation of Law, fraud or
misrepresentation in connection therewith. Helix shall, without further consideration, promptly
pay and remit, or cause to be promptly paid or remitted, to Cal Dive, all money, rights and other
consideration received by it or any member of the Helix Group in respect of such performance by Cal
Dive or the Cal Dive Group (unless any such consideration is an Excluded Asset). If and when any
such Consent, release, substitution or amendment shall be obtained or such agreement, lease,
license or other rights or obligations shall otherwise become assignable or able to be novated,
Helix shall thereafter assign, or cause to be assigned, all rights and obligations of any member of
the Helix Group thereunder and any other Cal Dive Liabilities thereunder to Cal Dive or a
designated member of the Cal Dive Group, without payment of further consideration and Cal Dive, or
a designated member of the Cal Dive Group, shall, without the payment of any further consideration,
assume such Cal Dive Liabilities and rights.



     2.7 Novation of Liabilities other than Cal Dive Liabilities.



     (a) Each of Helix and Cal Dive, at the request of the other, shall use commercially reasonable
efforts to obtain, or to cause to be obtained, any Consent, substitution, or amendment required to
novate or assign all obligations under agreements, leases, licenses and other obligations or
Liabilities for which a member of the Helix Group and a member of the Cal Dive Group are jointly or
severally liable and that do not constitute Cal Dive Liabilities, and in the case of an assignment,
to obtain in writing the unconditional release of all parties to such arrangements other than any
member of the Helix Group, so that, in any such case, the members of the Helix Group will be solely
responsible for such Liabilities; provided, however, that neither the Helix Group
nor the Cal Dive Group shall be obligated to pay any consideration therefor to any third party from
whom any such Consent, substitution or amendment is requested.



     (b) If Helix or Cal Dive is unable to obtain, or to cause to be obtained, any such required
Consent, release, substitution or amendment, the applicable member of the Cal Dive Group shall
continue to be bound by such agreement, lease, license or other obligation that does not constitute
a Cal Dive Liability and, unless not permitted by Law or the terms thereof, as agent or
subcontractor for such member of the Cal Dive Group, Helix shall, or shall cause a member of the
Helix Group to, pay, perform and discharge fully all the obligations or other Liabilities of such
member of the Cal Dive Group thereunder from and after the Closing Date. Helix shall indemnify
each Cal Dive Indemnified Party and hold each of them harmless against any Liabilities (other than
Cal Dive Liabilities) arising in connection therewith; provided that, Helix shall
have no obligation to indemnify any Cal Dive Indemnified Party with respect to any matter to the
extent that such Cal Dive Indemnified Party has engaged in any knowing violation



-16-









 







of Law, fraud or misrepresentation in connection therewith. Cal Dive shall, without further
consideration, promptly pay and remit, or cause to be promptly paid or remitted, to Helix or to
another member of the Helix Group specified by Helix, all money, rights and other consideration
received by it or any member of the Cal Dive Group in respect of such performance by Helix or the
Helix Group (unless any such consideration is a Cal Dive Asset). If and when any such Consent,
release, substitution or amendment shall be obtained or such agreement, lease, license or other
rights or obligations shall otherwise become assignable or able to be novated, Cal Dive shall
promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder
of any member of the Cal Dive Group to Helix or to another member of the Helix Group specified by
Helix, without payment of any further consideration and Helix, or another member of the Helix
Group, without the payment of any further consideration shall assume such rights and Liabilities.



     2.8 Transfers of Assets and Assumption of Liabilities.



     In furtherance of the contribution, assignment, transfer and conveyance of Cal Dive Assets and
the assumption of Cal Dive Liabilities, on the Closing Date and thereafter, as applicable, (a)
Helix shall execute and deliver, and shall cause the other members of the Helix Group to execute
and deliver, such stock powers, merger certificates, bills of sale, certificates of title,
assignments of contracts and other instruments of contribution, transfer, conveyance and assignment
as and to the extent necessary to evidence the contribution, transfer, merger, conveyance and
assignment of all of the Helix Group’s right, title and interest in and to the Cal Dive Assets to
the Cal Dive Group, and (b) Cal Dive shall execute and deliver, and shall cause the other members
of the Cal Dive Group to execute and deliver, such assumptions of contracts and other instruments
of assumption as and to the extent necessary to evidence the valid and effective assumption of the
Cal Dive Liabilities by the Cal Dive Group. All of the foregoing documents contemplated by this
Section 2.8 shall be referred to collectively herein as the “Helix Transfer
Documents.”



     2.9 Transfer of Excluded Assets by Cal Dive; Assumption of Excluded Liabilities by
Helix.



     (a) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the
Cal Dive Group at the Closing or remains owned or held by a member of the Cal Dive Group after the
Closing, from and after the Closing:




     (i) Cal Dive shall, and shall cause the members of the Cal Dive Group to, promptly contribute,
assign, transfer, convey and deliver to Helix or designated Helix Group members, and Helix or such
Helix Group members shall accept from Cal Dive and its applicable Group members, all of Cal Dive’s
and such Group members’ respective rights, titles and interests in and to such Excluded Assets.




     (ii) Helix and certain Helix Group members designated by Helix, shall promptly accept, assume
and agree to perform, discharge and fulfill all such Excluded Liabilities in accordance with their
respective terms.



-17-









 






     (iii) In furtherance of the assignment, transfer and conveyance of Excluded Assets and the
assumption of Excluded Liabilities (A) Cal Dive shall execute and deliver, and shall cause its
Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title,
assignments of contracts and other instruments of transfer, conveyance and assignment as and to the
extent necessary to evidence the transfer, conveyance and assignment of all of Cal Dive’s and its
Subsidiaries’ right, title and interest in and to the Excluded Assets to Helix and its
Subsidiaries, and (B) Helix shall execute and deliver such assumptions of contracts and other
instruments of assumption as and to the extent necessary to evidence the valid and effective
assumption of the Excluded Liabilities by Helix. All of the foregoing documents contemplated by
this Section 2.9(a)(iii) shall be referred to collectively herein as the “Cal Dive
Transfer Documents” and, together with the Helix Transfer Documents, the “Transfer
Documents.”




     (iv) To the extent that the transfer of such Excluded Assets and the assumption of such
Excluded Liabilities requires any Governmental Approvals or Consents, the parties shall use
commercially reasonable efforts to obtain such Governmental Approvals and Consents;
provided, however, that neither Helix nor Cal Dive shall be obligated to contribute
capital in any form to any entity in order to obtain such Governmental Approvals and Consents.




     (v) If and to the extent that the valid, complete and perfected transfer or assignment to the
Helix Group of any Excluded Assets or the assumption by the Helix Group of any Excluded Liabilities
would be a violation of applicable Law or require any Consent or Governmental Approval, then,
unless the parties mutually shall otherwise determine, the transfer or assignment to the Helix
Group of such Excluded Assets or the assumption by the Helix Group of such Excluded Liabilities
shall be automatically deemed deferred and any such purported transfer, assignment or assumption
shall be null and void until such time as all legal impediments are removed or such Consents or
Governmental Approvals have been obtained.



     (b) If any transfer or assignment of any Excluded Asset intended to be transferred or assigned
hereunder or any assumption of any Excluded Liability intended to be assumed by Helix hereunder is
not consummated on the Closing Date, whether as a result of the failure to obtain any required
Governmental Approvals or Consents or any other reason, then, insofar as reasonably possible, (i)
the member of the Cal Dive Group retaining such Excluded Asset shall thereafter hold such Excluded
Asset for the use and benefit of Helix (at Helix’s expense) and (ii) Helix shall, or shall cause
its applicable Group member to, pay or reimburse the member of the Cal Dive Group retaining such
Excluded Liability for all amounts paid or incurred in connection with such Excluded Liability. In
addition, the member of the Cal Dive Group retaining such Excluded Asset shall, insofar as
reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset in the
ordinary course of business in accordance with past practice and take such other actions as may be
reasonably requested by Helix in order to place Helix in the same position as if such Excluded
Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating
to such Excluded Asset, including possession, use, risk of loss, potential for gain, and dominion,
control and command over such Excluded Asset, is to inure from and after the Closing Date to the
Helix Group.



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     (c) If and when the Consents and Governmental Approvals, the absence of which caused the
deferral of transfer of any Excluded Asset or the deferral of assumption of any Excluded Liability,
are obtained, the transfer or assignment of the applicable Excluded Asset or Excluded Liability
shall be effected in accordance with the terms of this Agreement and/or the applicable Transfer
Document.



     (d) Any member of the Cal Dive Group retaining an Excluded Asset or Excluded Liability due to
the deferral of the transfer of such Excluded Asset or the deferral of the assumption of such
Excluded Liability shall not be obligated, in connection with the foregoing, to expend any money
unless the necessary funds are advanced (or otherwise made available) by Helix or the member of the
Helix Group intended to be subject to the Excluded Liability, other than reasonable out-of-pocket
expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed
by Helix or the member of the Helix Group entitled to such Excluded Asset or intended to be subject
to such Excluded Liability.



     2.10 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.



     EACH OF HELIX (ON BEHALF OF ITSELF AND EACH MEMBER OF THE HELIX GROUP) AND CAL DIVE (ON BEHALF
OF ITSELF AND EACH MEMBER OF THE CAL DIVE GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY
SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION
DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION
DOCUMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR
LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY
CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM
ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE
ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM
OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY
CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE
TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT
AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, ALL SUCH ASSETS ARE BEING
TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A
QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE
ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE
TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR
GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT
COMPLIED WITH.



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ARTICLE
III




INTERCOMPANY TRANSACTIONS AS OF THE CLOSING DATE




     3.1 Time and Place of Closing.



     Subject to the terms and conditions of this Agreement, all transactions contemplated by this
Agreement shall be consummated at a closing (the “Closing”) to be held at such place as
Helix and Cal Dive mutually agree and on the date on which (and after) the Underwriting Agreement
is executed and delivered by each of the parties thereto or at such other time as Helix and Cal
Dive may mutually agree (the day on which the Closing takes place being the “Closing
Date”).



     3.2 Closing Transactions.



     In each case subject to Section 3.6, after execution and delivery of the Underwriting
Agreement by all parties thereto, at the Closing:



     (a) The Separation shall be effected in accordance with this Agreement and the applicable
Transfer Documents.



     (b) The appropriate parties shall enter into, and (as necessary) shall cause the respective
members of their Group to enter into, the agreements set forth below (collectively with the
Transfer Documents, the “Transaction Documents”):




     (i) the Corporate Services Agreement in the form attached as Exhibit A (the
“Corporate Services Agreement”);




     (ii) the Registration Rights Agreement in the form attached as Exhibit B (the
“Registration Rights Agreement”);




     (iii) the Tax Matters Agreement in the form attached as Exhibit C (the “Tax
Matters Agreement”); and




     (iv) the Employee Matters Agreement in the form attached as Exhibit D (the
“Employee Matters Agreement”).



     3.3 Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.



     At or prior to the Closing, Helix and Cal Dive shall each take all necessary actions that may
be required to provide for the adoption by Cal Dive of the Amended and Restated Certificate of
Incorporation of Cal Dive in the form attached hereto as Exhibit E (the “Charter”),
and the Amended and Restated Bylaws of Cal Dive in the form attached hereto as Exhibit F
(the “Bylaws”). The Charter and Bylaws shall be in full force and effect as of the Closing
Date.



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     3.4 The Initial Public Offering.



     The Initial Public Offering will be a primary offering of Common Stock. Cal Dive shall (a)
consult with, and cooperate in all respects with, Helix in connection with the pricing of the
Common Stock to be offered in the Initial Public Offering; (b) at the direction of Helix, execute
and deliver the Underwriting Agreement in such form and substance as is reasonably satisfactory to
Helix; and (c) at the direction of Helix, promptly take any and all actions necessary or desirable
to consummate the Initial Public Offering as contemplated by the IPO Registration Statement and the
Underwriting Agreement.



     3.5 Proceeds of Initial Public Offering.



     Cal Dive agrees that it shall, on the date it receives the proceeds of the Initial Public
Offering, or on the next succeeding Business Day, apply such proceeds as follows:



     (a) first, to pay any and all costs and expenses relating to the Initial Public Offering; and



     (b) second, to transfer the remaining proceeds to Helix by way of dividend.



     3.6 Rescission.



     NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IF DELIVERY OF THE FIRM
PUBLIC OFFERING SHARES TO THE UNDERWRITERS AGAINST PAYMENT THEREFOR IS NOT COMPLETE WITHIN TEN (10)
BUSINESS DAYS AFTER THE CLOSING DATE, ALL TRANSACTIONS THERETOFORE COMPLETED UNDER THIS AGREEMENT
OR ANY OF THE TRANSACTION DOCUMENTS SHALL IMMEDIATELY BE RESCINDED IN ALL RESPECTS AND THIS
AGREEMENT AND ALL OF THE TRANSACTION DOCUMENTS SHALL TERMINATE AND ALL ASSETS TRANSFERRED PURSUANT
TO THE TRANSACTION DOCUMENTS SHALL BE RETURNED TO THE ENTITIES THAT TRANSFERRED SUCH ASSETS, AND
ALL ASSUMPTIONS OF LIABILITIES HEREUNDER AND THEREUNDER SHALL BE RESCINDED AND NULLIFIED.



     3.7 Proceeds of Credit Facility Drawdown.



     Cal Dive agrees that it shall:



     (a) on a date designated by Helix following the consummation of the Initial Public Offering,
cause Vessel Holdings, which will then be Cal Dive’s indirect wholly-owned subsidiary, to borrow
approximately $122 million under the Transfer Credit Facility (the “Drawdown”), and



     (b) within one Business Day after the Drawdown, (i) cause Vessel Holdings to distribute the
proceeds of the Drawdown to its parent corporation, Holdings; (ii) cause Holdings to transfer such
proceeds to Cal Dive by way of dividend; and (iii) transfer such proceeds to Helix by way of
dividend.



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ARTICLE IV



FINANCIAL AND OTHER INFORMATION




     4.1 Financial and Other Information.



     (a) Financial Information. Cal Dive agrees that, for so long as Helix is required to
either consolidate the results of operations and financial position of Cal Dive and the other
members of the Cal Dive Group with the results of operations and financial position of Helix, or to
account for its investment in Cal Dive under the equity method of accounting (determined in
accordance with GAAP and consistent with SEC reporting requirements):




     (i) Disclosure of Financial Controls. Cal Dive will, and will cause each other member
of the Cal Dive Group to, maintain, as of and after the Closing Date, disclosure controls and
procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15
promulgated under the Exchange Act; Cal Dive will cause each of its principal executive and
principal financial officers to sign and deliver certifications to Cal Dive’s periodic reports and
will include the certifications in Cal Dive’s periodic reports, as and when required pursuant to
Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; Cal Dive will cause its management to
evaluate Cal Dive’s disclosure controls and procedures and internal control over financial
reporting (including any change in internal control over financial reporting) as and when required
pursuant to Exchange Act Rule 13a-15; Cal Dive will disclose in its periodic reports filed with the
SEC information concerning Cal Dive management’s responsibilities for and evaluation of Cal Dive’s
disclosure controls and procedures and internal control over financial reporting (including,
without limitation, the annual management report and attestation report of Cal Dive’s independent
auditors relating to internal control over financial reporting) as and when required under Items
307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general
application of the foregoing, Cal Dive will, and will cause each other member of the Cal Dive Group
to, maintain as of and after the Closing Date internal systems and procedures that will provide
reasonable assurance that (A) the Financial Statements are reliable and timely prepared in
accordance with GAAP and applicable law, (B) all transactions of members of the Cal Dive Group are
recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and
expenditures of members of the Cal Dive Group are authorized at the appropriate level within Cal
Dive, and (D) unauthorized use or disposition of the assets of any member of the Cal Dive Group
that could have material effect on the financial statements of the Cal Dive Group is prevented or
detected in a timely manner.




     (ii) Fiscal Year. Cal Dive will, and will cause each member of the Cal Dive Group
organized in the United States to, maintain a fiscal year that commences and ends on the same
calendar day as Helix’s fiscal year commences and ends, and to maintain monthly accounting periods
that commence and end on the same calendar days as Helix’s monthly accounting periods commence and
end.




     (iii) Monthly Financial Reports. No later than five (5) Business Days after the end
of each monthly accounting period of Cal Dive following the Closing Date



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(including the last monthly accounting period of Cal Dive of each fiscal year), Cal Dive will
deliver to Helix a consolidated income statement, balance sheet and statement of cash flow for Cal
Dive for such period and an income statement, balance sheet and statement of cash flow for each Cal
Dive Affiliate that is consolidated with Cal Dive, as the case may be, in such format and detail as
Helix may request.




     (iv) Quarterly Financial Statements. As soon as practicable, and in any event no
later than the earlier of (x) ten (10) Business Days prior to the date on which Cal Dive is
required to file a Form 10-Q or other document containing Quarterly Financial Statements with the
SEC for each of the first three (3) fiscal quarters in each fiscal year of Cal Dive, and (y) five
(5) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file
its Form 10-Q or other document containing quarterly financial statements with the SEC, Cal Dive
will deliver to Helix drafts of (A) the consolidated financial statements of the Cal Dive Group
(and notes thereto) for such periods and for the period from the beginning of the current fiscal
year to the end of such quarter, setting forth in each case in comparative form for each such
fiscal quarter of Cal Dive the consolidated figures (and notes thereto) for the corresponding
quarter and periods of the previous fiscal year and all in reasonable detail and prepared in
accordance with Article 10 of Regulation S-X and GAAP, and (B) a discussion and analysis by Cal
Dive’s management of the Cal Dive Group’s financial condition and results of operations for such
fiscal period, including, without limitation, an explanation of any material period-to-period
change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance
with Item 303(b) of Regulation S-K; provided, however, that Cal Dive will deliver
such information at such earlier time upon Helix’s written request with thirty (30) days’ notice
resulting from Helix’s determination to accelerate the timing of the filing of its financial
statements with the SEC. The information set forth in clauses (A) and (B) above is
referred to in this Agreement as the “Quarterly Financial Statements.” No later than the
earlier of (1) three (3) Business Days prior to the date Cal Dive publicly files the Quarterly
Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly
available, and (2) three (3) Business Days prior to the date on which Helix has notified Cal Dive
that Helix intends to file its quarterly financial statements with the SEC, Cal Dive will deliver
to Helix the final form of the Quarterly Financial Statements and certifications thereof by the
principal executive and financial officers of Cal Dive in the forms required under SEC rules for
periodic reports; provided, however, that Cal Dive may continue to revise such
Quarterly Financial Statements prior to the filing thereof in order to make corrections and
non-substantive changes which corrections and changes will be delivered by Cal Dive to Helix as
soon as practicable, and in any event within eight (8) hours thereafter; provided,
further, that Helix’s and Cal Dive’s financial Representatives will actively consult with
each other regarding any changes (whether or not substantive) that Cal Dive may consider making to
the Quarterly Financial Statements and related disclosures during the two (2) Business Days
immediately prior to any anticipated filing with the SEC, with particular focus on any changes
which would have an effect upon Helix’s financial statements or related disclosures. In addition to
the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains
information not previously publicly disclosed with respect to, Helix’s ownership interest in Cal
Dive or the Separation will be filed with the SEC or otherwise made public by any Cal Dive Group



-23-









 







member without the prior written consent of Helix. Notwithstanding anything to the contrary in
this Section 4.1(a)(iv), Cal Dive will file the Quarterly Financial Statements with the SEC
on the same date and at substantially the same time that Helix files its quarterly financial
statements with the SEC unless otherwise required by applicable law.




     (v) Annual Financial Statements. As soon as practicable, and in any event no later
than the earlier of (x) ten (10) Business Days prior to the date on which Cal Dive is required to
file a Form 10-K or other document containing its Annual Financial Statements with the SEC, and (y)
ten (10) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to
file its Form 10-K or other document containing annual financial statements with the SEC, Cal Dive
will deliver to Helix (A) drafts of the consolidated financial statements of the Cal Dive Group
(and notes thereto) for such year, setting forth in each case in comparative form the consolidated
figures (and notes thereto) for the previous fiscal year and all in reasonable detail and prepared
in accordance with Regulation S-X and GAAP, and (B) a discussion and analysis by Cal Dive’s
management of the Cal Dive Group’s financial condition and results of operations for such year,
including, without limitation, an explanation of any material period-to-period change and any
off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item
303(a) of Regulation S-K. The information set forth in clauses (A) and (B) above is
referred to in this Agreement as the “Annual Financial Statements.” Cal Dive will deliver
to Helix all revisions to such drafts as soon as any such revisions are prepared or made. No later
than the earlier of (1) five (5) Business Days prior to the date Cal Dive publicly files the Annual
Financial Statements with the SEC or otherwise makes such Annual Financial Statements publicly
available, and (2) five (5) Business Days prior to the date on which Helix has notified Cal Dive
that Helix intends to file its annual financial statements with the SEC, Cal Dive will deliver to
Helix the final form of the Cal Dive Annual Financial Statements and certifications thereof by the
principal executive and financial officers of Cal Dive in the forms required under SEC rules for
periodic reports; provided, however, that Cal Dive may continue to revise such
Annual Financial Statements prior to the filing thereof in order to make corrections and
non-substantive changes which corrections and changes will be delivered by Cal Dive to Helix as
soon as practicable, and in any event within eight (8) hours thereafter; provided,
further, that Helix and Cal Dive financial Representatives will actively consult with each
other regarding any changes (whether or not substantive) which Cal Dive may consider making to the
Annual Financial Statements and related disclosures during the three (3) Business Days immediately
prior to any anticipated filing with the SEC, with particular focus on any changes which would have
an effect upon Helix’s financial statements or related disclosures. In addition to the foregoing,
no Annual Financial Statement or any other document which refers to, or contains information not
previously publicly disclosed with respect to, Helix’s ownership interest in Cal Dive or the
Separation will be filed with the SEC or otherwise made public by any Cal Dive Group member without
the prior written consent of Helix, except to the extent required by applicable law. In any event,
Cal Dive will deliver to Helix, no later than three (3) Business Days prior to the date on which
Helix has notified Cal Dive that Helix intends to file its annual financial statements with the
SEC, the final form of the Annual Financial Statements accompanied by an opinion thereon by Cal
Dive’s independent certified public accountants. Notwithstanding anything to the contrary in this
Section 4.1(a)(v),



-24-









 







Cal Dive will file the Annual Financial Statements with the SEC on the same date and at
substantially the same time that Helix files its annual financial statements with the SEC unless
otherwise required by applicable law.




     (vi) Affiliate Financial Statements. Cal Dive will deliver to Helix all Quarterly
Financial Statements and Annual Financial Statements of each Cal Dive Affiliate which is itself
required to file financial statements with the SEC or otherwise make such financial statements
publicly available, with such financial statements to be provided in the same manner and detail and
on the same time schedule as those financial statements of Cal Dive required to be delivered to
Helix pursuant to this Section 4.1.




     (vii) Conformance with Helix Financial Presentation. All information provided by any
Cal Dive Group member to Helix or filed with the SEC pursuant to Sections 4.1(a)(iii)
through (vi) inclusive will be consistent in terms of format and detail and otherwise with
Helix’s policies with respect to the application of GAAP and practices in effect on the Closing
Date with respect to the provision of such financial information by such Cal Dive Group member to
Helix (and, where appropriate, as presently presented in financial reports to Helix’s board of
directors), with such changes therein as may be requested by Helix from time to time consistent
with changes in such accounting principles and practices.




     (viii) Cal Dive Reports Generally. Each Cal Dive Group member that files information
with the SEC will deliver to Helix: (A) substantially final drafts, as soon as the same are
prepared, of (x) all reports, notices and proxy and information statements to be sent or made
available by such Cal Dive Group member to its respective security holders, (y) all regular,
periodic and other reports to be filed or furnished under Sections 13, 14 and 15 of the Exchange
Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders), and (z) all
registration statements and prospectuses to be filed by such Cal Dive Group member with the SEC or
any securities exchange pursuant to the listed company manual (or similar requirements) of such
exchange (collectively, the documents identified in clauses (x), (y) and
(z) above are referred to as the “Cal Dive Public Documents”); and (B) as soon as
practicable, but in no event later than four (4) Business Days (other than with respect to Current
Reports on Form 8-K) prior to the earliest of the dates the same are printed, sent or filed,
current drafts of all such Cal Dive Public Documents and, with respect to Current Reports on Form
8-K, as soon as practicable, but in no event later than two (2) Business Days prior to the earliest
of the dates the same are printed, sent or filed in the case of planned Current Reports on Form 8-K
and as soon as practicable, but in no event less than two (2) hours in the case of unplanned
Current Reports on Form 8-K; provided, however, that Cal Dive may continue to
revise such Cal Dive Public Documents prior to the filing thereof in order to make corrections and
non-substantive changes which corrections and changes will be delivered by Cal Dive to Helix as
soon as practicable, and in any event within eight (8) hours thereafter; provided,
further, that Helix and Cal Dive financial Representatives will actively consult with each
other regarding any changes (whether or not substantive) which Cal Dive may consider making to any
of its Cal Dive Public Documents and related disclosures prior to any anticipated filing with the
SEC, with particular focus on any changes which would have an effect upon Helix’s financial
statements or related



-25-









 







disclosures. In addition to the foregoing, no Cal Dive Public Document or any other document
which refers to, or contains information not previously publicly disclosed with respect to, Helix’s
ownership interest in Cal Dive or the Separation will be filed with the SEC or otherwise made
public by any Cal Dive Group member without the prior written consent of Helix, except as required
by applicable law.




     (ix) Budgets and Financial Projections. Cal Dive will, as promptly as practicable,
deliver to Helix copies of all annual and other budgets and financial projections (consistent in
terms of format and detail and otherwise required by Helix) relating to the Cal Dive Group on a
consolidated basis and will provide Helix an opportunity to meet with management of Cal Dive to
discuss such budgets and projections.




     (x) Other Information. With reasonable promptness, Cal Dive will deliver to Helix
such additional financial and other information and data with respect to the Cal Dive Group and
their business, properties, financial positions, results of operations and prospects as from time
to time may be reasonably requested by Helix.




     (xi) Press Releases and Similar Information. Cal Dive and Helix will consult with
each other as to the timing of their annual and quarterly earnings releases and any financial
guidance for a current or future period and will give each other the opportunity to review the
information therein relating to the Cal Dive Group and to comment thereon. Cal Dive (i)
acknowledges that it is Helix’s current practice to issue financial guidance on only an annual
basis, and (ii) agrees not to issue any financial guidance on other than an annual basis without
Helix’s prior written approval, except as may be required by Law. Helix and Cal Dive will make
commercially reasonable efforts to issue their respective annual and quarterly earnings releases at
approximately the same time on the same date. No later than eight (8) hours prior to the time and
date that a party intends to publish its regular annual or quarterly earnings release or any
financial guidance for a current or future period, such party will deliver to the other party
copies of substantially final drafts of all press releases and other statements to be made
available by any member of that party’s Group to employees of any member of that party’s Group or
to the public concerning any matters that could be reasonably likely to have a material financial
impact on the earnings, results of operations, financial condition or prospects of any Cal Dive
Group member. In addition, prior to the issuance of any such press release or public statement that
meets the criteria set forth in the preceding two sentences, the issuing party will consult with
the other party regarding any changes (other than typographical or other similar minor changes) to
such substantially final drafts. Immediately following the issuance thereof, the issuing party will
deliver to the other party copies of final drafts of all press releases and other public
statements.




     (xii) Cooperation on Helix Filings. Cal Dive will cooperate fully, and will cause Cal
Dive Auditors to cooperate fully, with Helix to the extent requested by Helix in the preparation of
Helix’s public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to
Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy,
information and registration statements, reports, notices, prospectuses and any other filings made
by Helix with the SEC, any



-26-









 







national securities exchange or otherwise made publicly available (collectively, the
“Helix Public Filings”). Cal Dive agrees to provide to Helix all information that Helix
reasonably requests in connection with any Helix Public Filings or that, in the judgment of Helix’s
legal department, is required to be disclosed or incorporated by reference therein under any law,
rule or regulation. Cal Dive will provide such information in a timely manner on the dates
requested by Helix (which may be earlier than the dates on which Cal Dive otherwise would be
required hereunder to have such information available) to enable Helix to prepare, print and
release all Helix Public Filings on such dates as Helix will determine but in no event later than
as required by applicable law. Cal Dive will use commercially reasonable efforts to cause Cal Dive
Auditors to consent to any reference to them as experts in any Helix Public Filings required under
any law, rule or regulation. If and to the extent requested by Helix, Cal Dive will diligently and
promptly review all drafts of such Helix Public Filings and prepare in a diligent and timely
fashion any portion of such Helix Public Filing pertaining to Cal Dive. Prior to any printing or
public release of any Helix Public Filing, an appropriate executive officer of Cal Dive will, if
requested by Helix, certify that the information relating to any Cal Dive Group member or the Cal
Dive Business in such Helix Public Filing is accurate, true, complete and correct in all material
respects. Unless required by law, rule or regulation, Cal Dive will not publicly release any
financial or other information which conflicts with the information with respect to any Cal Dive
Group member or the Cal Dive Business that is included in any Helix Public Filing without Helix’s
prior written consent. Prior to the release or filing thereof, Helix will provide Cal Dive with a
draft of any portion of a Helix Public Filing containing information relating to the Cal Dive Group
and will give Cal Dive an opportunity to review such information and comment thereon;
provided that, Helix will determine in its sole and absolute discretion the final
form and content of all Helix Public Filings.



     (b) Auditors and Audits; Annual Statements and Accounting. Cal Dive agrees that, for
so long as Helix is required to either consolidate the results of operations and financial position
of Cal Dive and any members of the Cal Dive Group, or to account for its investment in Cal Dive
under the equity method of accounting (in accordance with GAAP and consistent with SEC reporting
requirements):




     (i) Selection of Cal Dive Auditors. Unless required by law, Cal Dive will not select
a different accounting firm than Ernst & Young LLP (or its affiliate accounting firms) (unless so
directed by Helix in accordance with a change by Helix in its accounting firm) to serve as its (and
the Cal Dive Group’s) independent certified public accountants (“Cal Dive Auditors”),
without Helix’s prior written consent (which will not be unreasonably withheld); provided,
however, that, to the extent any members of the Cal Dive Group are currently using a
different accounting firm to serve as their independent certified public accountants, such members
of the Cal Dive Group may continue to use such accounting firm provided such accounting firm is
reasonably satisfactory to Helix.




     (ii) Audit Timing. Cal Dive will use commercially reasonable efforts to enable Cal
Dive Auditors to complete their audit such that they will be able to date their opinion on the
Annual Financial Statements on the same date that Helix’s independent certified public accountants
(“Helix Auditors”) date their opinion on Helix’s audited



-27-









 







annual financial statements (the “Helix Annual Statements”), and to enable Helix to
meet its schedule for the printing, filing and public dissemination of the Helix Annual Statements,
all in accordance with Section 4.1(a) hereof and as required by applicable law.




     (iii) Information Needed by Helix. Cal Dive will provide to Helix on a timely basis
all information that Helix reasonably requires to meet its schedule for the preparation, printing,
filing, and public dissemination of the Helix Annual Statements in accordance with Section
4.1(a) hereof and as required by applicable law. Without limiting the generality of the
foregoing, Cal Dive will provide all required financial information with respect to the Cal Dive
Group to Cal Dive Auditors in a sufficient and reasonable time and in sufficient detail to permit
Cal Dive Auditors to take all steps and perform all reviews necessary to provide sufficient
assistance to Helix Auditors with respect to information to be included or contained in the Helix
Annual Statements.




     (iv) Access to Cal Dive Auditors. Cal Dive will authorize Cal Dive Auditors to make
available to Helix Auditors the personnel who performed, or are performing, the annual audit of Cal
Dive as well as the work papers related to the annual audit of Cal Dive, in all cases within a
reasonable time prior to the date of the Cal Dive Auditors’ opinion on the Annual Financial
Statements, so that Helix Auditors are able to perform the procedures they consider necessary to
take responsibility for the work of Cal Dive Auditors as it relates to Helix Auditors’ report on
the Helix Annual Statements, all within sufficient time to enable Helix to meet its schedule for
the preparation, printing, filing and public dissemination of the Helix Annual Statements.




     (v) Access to Records. If Helix determines in good faith that there may be any
inaccuracy in a Cal Dive Group member’s financial statements or deficiency in a Cal Dive Group
member’s internal accounting controls or operations that could materially impact Helix’s financial
statements, at Helix’s request, Cal Dive will provide Helix’s internal auditors with access to the
Cal Dive Group’s books and records so that Helix may conduct reasonable audits relating to the
financial statements provided by Cal Dive under this Agreement as well as to the internal
accounting controls and operations of the Cal Dive Group.




     (vi) Notice of Changes. Subject to Section 4.1(a)(vii), Cal Dive will give
Helix as much prior notice as reasonably practicable of any proposed determination of, or any
significant changes in, Cal Dive’s accounting estimates or accounting principles from those in
effect on the Closing Date. Cal Dive will consult with Helix and, if requested by Helix, Cal Dive
will consult with Helix Auditors with respect thereto. Cal Dive will not make any such
determination or changes without Helix’s prior written consent if such a determination or a change
would be sufficiently material to be required to be disclosed in Cal Dive’s or Helix’s financial
statements as filed with the SEC or otherwise publicly disclosed therein.




     (vii) Accounting Changes Requested by Helix. Notwithstanding Section
4(a)(vi), Cal Dive will make any changes in its accounting estimates or



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accounting principles that are requested by Helix in order for Cal Dive’s accounting practices and
principles to be consistent with those of Helix.




     (viii) Special Reports of Deficiencies or Violations. Cal Dive will report in
reasonable detail to Helix the following events or circumstances promptly after any executive
officer of Cal Dive or any member of the Cal Dive board of directors becomes aware of such matter:
(A) all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect Cal Dive’s ability
to record, process, summarize and report financial information; (B) any fraud, whether or not
material, that involves management or other employees who have a significant role in Cal Dive’s
internal control over financial reporting; (C) any illegal act within the meaning of Section 10A(b)
and (f) of the Exchange Act; and (D) any report of a material violation of law that an attorney
representing any Cal Dive Group member has formally made to any officers or directors of Cal Dive
pursuant to the SEC’s attorney conduct rules (17 C.F.R. Part 205).



     4.2 Agreement for Exchange of Information; Archives.



     (a) Each of Helix and Cal Dive, on behalf of its respective Group, agrees to provide, or cause
to be provided, to the other Group, at any time before or after the Closing Date, as soon as
reasonably practicable after written request therefor, any Information in the possession or under
the control of such respective Group which the requesting party reasonably needs (i) to comply with
reporting, disclosure, filing or other requirements imposed on the requesting party (including
under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the
requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other
proceeding or in order to satisfy audit, accounting, claim, regulatory, litigation, tax or other
similar requirements, in each case other than claims or allegations that one party to this
Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its
obligations under this Agreement or any Transaction Document; provided, however,
that in the event that any party reasonably determines that any such provision of Information could
be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege,
the parties shall take all commercially reasonable measures to permit the compliance with such
obligations in a manner that avoids any such harm or consequence.



     (b) After the Closing Date, Cal Dive shall have access during regular business hours (as in
effect from time to time) to the documents and objects of historic significance that relate to the
Cal Dive Business that are located in archives retained or maintained by any member of the Helix
Group. Cal Dive may obtain copies (but not originals unless it is a Cal Dive Asset) of documents
for bona fide business purposes and may obtain objects for exhibition purposes for commercially
reasonable periods of time if required for bona fide business purposes; provided
that, Cal Dive shall cause any such objects to be returned promptly in the same condition
in which they were delivered to Cal Dive, and Cal Dive shall comply with any rules, procedures or
other requirements, and shall be subject to any restrictions (including prohibitions on removal of
specified objects), that are then applicable to Helix. Nothing herein shall be deemed to restrict
the access of any member of the Helix Group to any such documents or objects or to impose any
liability on any member of the Helix Group if any such documents or objects are not maintained or
preserved by Helix.




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     (c) After the Closing Date, Helix shall have access during regular business hours (as in
effect from time to time) to the documents and objects of historic significance that relate to the
businesses of any member of the Helix Group that are located in archives retained or maintained by
any member of the Cal Dive Group. Helix may obtain copies (but not originals unless it is not a
Cal Dive Asset) of documents for bona fide business purposes and may obtain objects for exhibition
purposes for commercially reasonable periods of time if required for bona fide business purposes;
provided that, Helix shall cause any such objects to be returned promptly in the
same condition in which they were delivered to Helix, and Helix shall comply with any rules,
procedures or other requirements, and shall be subject to any restrictions (including prohibitions
on removal of specified objects), that are then applicable to Cal Dive. Nothing herein shall be
deemed to restrict the access of any member of the Cal Dive Group to any such documents or objects
or to impose any liability on any member of the Cal Dive Group if any such documents or objects are
not maintained or preserved by Cal Dive.



     (d) The obligations of the parties under this Section 4.2 shall terminate on the fifth
(5th) anniversary of the Trigger Date.



     4.3 Ownership of Information.




     Any Information owned by a member of a Group that is provided to a requesting party pursuant
to Section 4.2 shall be deemed to remain the property of the providing party. Unless
specifically set forth herein, nothing contained in this Agreement shall be construed as granting
or conferring rights of license or otherwise in any such Information.



     4.4 Compensation for Providing Information.




     The party requesting Information agrees to reimburse the party providing Information for the
reasonable out-of-pocket costs, if any, of creating, gathering and copying such Information, to the
extent that such costs are incurred for the benefit of the requesting party. Except as may be
otherwise specifically provided elsewhere in this Agreement, the Transaction Documents or in any
other agreement between the parties, such costs shall be computed in accordance with the providing
party’s standard methodology and procedures.



     4.5 Record Retention.




     To facilitate the possible exchange of Information pursuant to this Article IV and other
provisions of this Agreement and the Transaction Documents, after the Closing Date, the parties
agree to use commercially reasonable efforts to retain all Information in their respective
possession or control in accordance with the policies of Helix as in effect on the Closing Date or
such other policies as may be reasonably adopted by the appropriate party after the Closing Date.
No party will destroy, or permit any of its Subsidiaries to destroy, any Information which the
other party may have the right to obtain pursuant to this Agreement prior to the fifth
(5th) anniversary of the Trigger Date without first notifying the other party of the
proposed destruction and giving the other party the opportunity to take possession of such
Information prior to such destruction; provided, however, that in the case of any Information
relating to Taxes or employee benefits, such period shall be extended to the expiration of the
applicable statute of limitations (giving effect to any extensions thereof); provided, further,
however, no party will destroy, or



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permit any of its Subsidiaries to destroy, any Information required to be retained by
applicable Law.




     4.6 Liability.




     No party shall have any liability to any other party in the event that any Information
exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is
based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by
the party providing such Information. No party shall have any liability to any other party if any
Information is destroyed after commercially reasonable efforts by such party to comply with the
provisions of Section 4.5.



     4.7 Other Agreements Providing for Exchange of Information.




     (a) The rights and obligations granted under this Article IV are subject to any
specific limitations, qualifications or additional provisions on the sharing, exchange, retention
or confidential treatment of Information set forth in any Transaction Document.



     (b) When any Information provided by one Group to the other Group (other than Information
provided pursuant to Section 4.5) is no longer needed for the purposes contemplated by this
Agreement or any other Transaction Document or is no longer required to be retained by applicable
Law, the receiving party will promptly after request of the other party either return to the other
party all Information in a tangible form (including all copies thereof and all notes, extracts or
summaries based thereon) or certify to the other party that it has destroyed such Information (and
such copies thereof and such notes, extracts or summaries based thereon).



     4.8 Production of Witnesses; Records; Cooperation.




     (a) After the Closing Date, except in the case of an adversarial Action by one or more members
of one Group against one or more members of the other Group, each party hereto shall use
commercially reasonable efforts to make available to each other party, upon written request, the
former, current and future directors, officers, employees, other personnel and agents of the
members of its respective Group as witnesses and any books, records or other documents within its
control or which it otherwise has the ability to make available, to the extent that any such person
(giving consideration to business demands of such directors, officers, employees, other personnel
and agents) or books, records or other documents may reasonably be required in connection with any
Action in which the requesting party may from time to time be involved, regardless of whether such
Action is a matter with respect to which indemnification may be sought hereunder. The requesting
party shall bear all costs and expenses in connection therewith.



     (b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third
Party Claim, the parties shall make available to such Indemnifying Party, upon written request, the
former, current and future directors, officers, employees, other personnel and agents of the
members of its respective Group as witnesses and any books, records or other documents within its
control or which it otherwise has the ability to make available, to the extent that any such person
(giving consideration to business demands of such directors, officers, employees, other personnel
and agents) or books, records or other documents may reasonably be required in



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connection with such defense, settlement or compromise, or the prosecution, evaluation or
pursuit thereof, as the case may be, and shall otherwise cooperate in such defense, settlement or
compromise, or such prosecution, evaluation or pursuit, as the case may be.




     (c) Without limiting the foregoing, the parties shall cooperate and consult to the extent
reasonably necessary with respect to any Actions, except in the case of an adversarial Action by
one or more members of one Group against one or more members of the other Group.



     (d) Without limiting any provision of this Section, each of the parties agrees to cooperate,
and to cause each member of its respective Group to cooperate, with each other in the defense of
any infringement or similar claim with respect to any intellectual property and shall not claim to
acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or
infringing use of any intellectual property of a third Person in a manner that would hamper or
undermine the defense of such infringement or similar claim except as required by Law.



     (e) The obligation of the parties to provide witnesses pursuant to this Section 4.8 is
intended to be interpreted in a manner so as to facilitate cooperation and shall include the
obligation to provide as witnesses inventors and other officers without regard to whether the
witness or the employer of the witness could assert a possible business conflict (subject to the
exception set forth in the first sentence of Section 4.8(a)).



     (f) In connection with any matter contemplated by this Section 4.8, the parties will
enter into a mutually acceptable joint defense agreement so as to maintain to the extent
practicable any applicable attorney-client privilege, work product immunity or other applicable
privileges or immunities of any member of any Group.



     (g) The obligations of the parties under this Section 4.8 shall terminate on the fifth
(5th) anniversary of the Trigger Date.



     4.9 Privilege.




     The provision of any information pursuant to this Article IV shall not be deemed a
waiver of any privilege, including privileges arising under or related to the attorney-client
privilege or any other applicable privileges (a “Privilege”). Following the Closing Date,
neither Cal Dive or its Subsidiaries nor Helix or its Subsidiaries will be required to provide any
information pursuant to this Article IV if the provision of such information would serve as
a waiver of any Privilege afforded such information.



ARTICLE V




RELEASE; INDEMNIFICATION




     5.1 Release of Pre-Closing Claims.




     (a) Except (i) as provided in Section 5.1(c), (ii) as may provided in any Transaction
Document and (iii) for any matter for which a Cal Dive Indemnified Party is entitled to
indemnification or contribution pursuant to Section 5.3, 5.4 or 5.5,
effective as of the Closing Date, Cal Dive, for itself and each other member of the Cal Dive Group,
their respective



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Affiliates and all Persons who at any time prior to the Closing Date were directors, officers,
agents or employees of any member of the Cal Dive Group (in their respective capacities as such),
in each case, together with their respective heirs, executors, administrators, successors and
assigns, does hereby remise, release and forever discharge Helix and the other members of the Helix
Group, their respective Affiliates and all Persons who at any time prior to the Closing Date were
shareholders, directors, officers, agents or employees of any member of the Helix Group (in their
respective capacities as such), in each case, together with their respective heirs, executors,
administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or
in equity (including any right of contribution), whether arising under any contract or agreement,
by operation of Law or otherwise, existing or arising from any acts or events occurring or failing
to occur or alleged to have occurred or to have failed to occur or any conditions existing or
alleged to have existed on or before the Closing Date, including in connection with the
transactions and all other activities to implement the Separation, the Initial Public Offering and
any of the other transactions contemplated hereunder and under the Transaction Documents.




     (b) Except (i) as provided in Section 5.1(c), (ii) as may be provided in any
Transaction Document and (iii) for any matter for which a Helix Indemnified Party is entitled to
indemnification or contribution pursuant to Section 5.2, 5.4 or 5.5,
effective as of the Closing Date, Helix, for itself and each other member of the Helix Group, their
respective Affiliates and all Persons who at any time prior to the Closing Date were directors,
officers, agents or employees of any member of the Helix Group (in their respective capacities as
such), in each case, together with their respective heirs, executors, administrators, successors
and assigns, does hereby remise, release and forever discharge Cal Dive and the other members of
the Cal Dive Group, their respective Affiliates and all Persons who at any time prior to the
Closing Date were shareholders, directors, officers, agents or employees of any member of the Cal
Dive Group (in their respective capacities as such), in each case, together with their respective
heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever,
whether at Law or in equity (including any right of contribution), whether arising under any
contract or agreement, by operation of Law or otherwise, existing or arising from any acts or
events occurring or failing to occur or alleged to have occurred or to have failed to occur or any
conditions existing or alleged to have existed on or before the Closing Date, including in
connection with the transactions and all other activities to implement the Separation, the Initial
Public Offering and any of the other transactions contemplated hereunder and under the Transaction
Documents.



     (c) Nothing contained in Section 5.1(a) or Section 5.1(b) shall impair any
right of any Person to enforce this Agreement, any Transaction Document or any agreements,
arrangements, commitments or understandings to continue in effect after the Closing Date in
accordance with Section 2.4(b), in each case in accordance with its terms. Nothing
contained in Section 5.1(a) or Section 5.1(b) shall release any Person from:




     (i) any Liability provided in or resulting from any agreement among any members of the Helix
Group or the Cal Dive Group that is to continue in effect after the Closing Date in accordance with
Section 2.4(b), or any other Liability specified in such Section 2.4(b) not to
terminate as of the Closing Date;



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     (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to
the Group of which such Person is a member in accordance with, or any other Liability of any member
of such Group under, this Agreement or any Transaction Document;




     (iii) any Liability for the sale, lease, construction or receipt of goods, property or
services purchased, obtained or used in the ordinary course of business by a member of one Group
from a member of the other Group prior to the Closing Date;




     (iv) any Liability for unpaid amounts for products or services or refunds owing on products or
services due on a value-received basis for work done by a member of one Group at the request or on
behalf of a member of the other Group; or




     (v) any Liability that the parties may have with respect to indemnification or contribution
pursuant to this Agreement or otherwise for claims brought against the parties by third Persons,
which Liability shall be governed by the provisions of this Article V and, if applicable,
the appropriate provisions of the Transaction Documents.



     In addition, nothing contained in Section 5.1(a) shall release Helix from indemnifying
any director, officer or employee of Cal Dive who was a director, officer or employee of Helix or
any of its Affiliates on or prior to the Closing Date, to the extent such director, officer or
employee is or becomes a named defendant in any Action with respect to which he or she was entitled
to such indemnification pursuant to then existing obligations.



     (d) Cal Dive shall not make, and shall not permit any member of the Cal Dive Group to make,
any claim or demand, or commence any Action asserting any claim or demand, including any claim of
contribution or any indemnification, against Helix or any member of the Helix Group, or any other
Person released pursuant to Section 5.1(a), with respect to any Liabilities released
pursuant to Section 5.1(a). Helix shall not, and shall not permit any member of the Helix
Group, to make any claim or demand, or commence any Action asserting any claim or demand, including
any claim of contribution or any indemnification against Cal Dive or any member of the Cal Dive
Group, or any other Person released pursuant to Section 5.1(b), with respect to any
Liabilities released pursuant to Section 5.1(b).



     (e) It is the intent of each of Helix and Cal Dive, by virtue of the provisions of this
Section 5.1, to provide for a full and complete release and discharge of all Liabilities
existing or arising from all acts and events occurring or failing to occur or alleged to have
occurred or to have failed to occur and all conditions existing or alleged to have existed on or
before the Closing Date, whether known or unknown, between or among Cal Dive or any member of the
Cal Dive Group, on the one hand, and Helix or any member of the Helix Group, on the other hand
(including any contractual agreements or arrangements existing or alleged to exist between or among
any such members on or before the Closing Date), except as expressly set forth in Sections 5.1
(a), (b) and (c). At any time, at the request of any other party, each party shall
cause each member of its respective Group and each other Person on whose behalf it released
Liabilities pursuant to this Section 5.1 to execute and deliver releases reflecting the
provisions hereof.



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     5.2 General Indemnification by Cal Dive.




     Except as provided in Section 5.5, Cal Dive shall, and shall cause the other members
of the Cal Dive Group to, jointly and severally, indemnify, defend and hold harmless on an
After-Tax Basis each member of 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 any of the following
items (without duplication):



     (a) the failure of Cal Dive or any other member of the Cal Dive Group or any other Person to
pay, perform or otherwise promptly discharge any Cal Dive Liabilities or Cal Dive Contract in
accordance with its respective terms, whether prior to or after the Closing Date;



     (b) any Cal Dive Liability or any Cal Dive Contract;



     (c) except to the extent it relates to an Excluded Liability, any guarantee, indemnification
obligation, surety bond or other credit support agreement, arrangement, commitment or understanding
by any member of the Helix Group for the benefit of any member of the Cal Dive Group that survives
the Closing;



     (d) any breach by any member of the Cal Dive Group of this Agreement or any of the Transaction
Documents or any action by Cal Dive in contravention of the Charter or Bylaws; and



     (e) any untrue statement or alleged untrue statement of a material fact contained in any Helix
Public Filing or any other document filed with the SEC by any member of the Helix Group pursuant to
the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, in each case to the extent, but
only to the extent, that those Liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information that is either furnished to any member
of the Helix Group by any member of the Cal Dive Group or incorporated by reference by any member
of the Helix Group from any filings made by any member of the Cal Dive Group with the SEC pursuant
to the Securities Act or the Exchange Act, and then only if that statement or omission was made or
occurred after the Closing Date.



     5.3 General Indemnification by Helix.




     Except as provided in Section 5.5, Helix shall indemnify, defend and hold harmless on
an After-Tax Basis each member of 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 any
of the following items (without duplication):



     (a) the failure of any member of the Helix Group or any other Person to pay, perform or
otherwise promptly discharge any Liabilities of the Helix Group other than the Cal Dive
Liabilities, whether prior to or after the Closing Date or the date hereof;



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     (b) any Excluded Liability or any Liability of a member of the Helix Group other than the Cal
Dive Liabilities;



     (c) any breach by any member of the Helix Group of this Agreement or any of the Transaction
Documents; and



     (d) any untrue statement or alleged untrue statement of a material fact contained in any
document filed with the SEC by any member of the Cal Dive Group pursuant to the Securities Act or
the Exchange Act other than the IPO Registration Statement or Prospectus, or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that those Liabilities are caused
by any such untrue statement or omission or alleged untrue statement or omission based upon
information that is either furnished to any member of the Cal Dive Group by any member of the Helix
Group or incorporated by reference by any member of the Cal Dive Group from any Helix Public
Filings or any other document filed with the SEC by any member of the Helix Group pursuant to the
Securities Act or the Exchange Act, and then only if that statement or omission was made or
occurred after the Closing Date.



     5.4 Registration Statement Indemnification.




     (a) Cal Dive agrees to indemnify and hold harmless on an After-Tax Basis the Helix Indemnified
Parties and each Person, if any, who controls any member of the Helix Group within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all
Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a
material fact contained in the IPO Registration Statement or Prospectus, or arising out of or based
upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except to the extent such
Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in reliance upon and in
conformity with information provided by a member of the Helix Group expressly for use in the IPO
Registration Statement or Prospectus or information relating to any underwriter furnished to Cal
Dive by or on behalf of such underwriter expressly for use in the IPO Registration Statement or
Prospectus.



     (b) Helix agrees to indemnify and hold harmless on an After-Tax Basis Cal Dive and its
Subsidiaries and any of their respective directors or officers who sign the IPO Registration
Statement, and any person who controls Cal Dive within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or
based upon any untrue statement or alleged untrue statement of a material fact contained in the IPO
Registration Statement or Prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such Liabilities arise out of or are
based upon any untrue statement or omission or alleged untrue statement or omission with respect to
information provided by a Helix Group member expressly for use in the IPO Registration Statement or
Prospectus.



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     5.5 Contribution.




     (a) If the indemnification provided for in this Article V is unavailable to, or
insufficient to hold harmless on an After-Tax Basis, an Indemnified Party under Section
5.2(e), Section 5.3(d) or Section 5.4 in respect of any Liabilities referred to
therein, then each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and the Indemnified Party in connection with the
actions or omissions that resulted in Liabilities as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information
supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.



     (b) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 5.5 were determined by a pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 5.5(a).
The amount paid or payable by an Indemnified Party as a result of the Liabilities referred to in
Section 5.5(a) shall be deemed to include, subject to the limitations set forth above, any
legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with
investigating any claim or defending any Action. Notwithstanding the provisions of this
Section 5.5, Helix shall not be required to contribute any amount that, together with the
amount of any damages that Helix has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, exceeds the benefits received solely by
Helix from the Initial Public Offering (excluding benefits received by the Company and all other
parties). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



     5.6 Indemnification Obligations Net of Insurance Proceeds and Other Amounts on an
After-Tax Basis.




     (a) Any Liability subject to indemnification or contribution pursuant to this Article
V will be net of Insurance Proceeds that actually reduce the amount of the Liability and will
be determined on an After-Tax Basis. Accordingly, the amount which any Person is required to pay
pursuant to this Article V (an “Indemnifying Party”) to any Person entitled to
indemnification or contribution pursuant to this Article V (an “Indemnified Party”)
will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the
Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment
required by this Agreement from an Indemnifying Party in respect of any Liability (an
“Indemnity Payment”) and subsequently receives Insurance Proceeds, then the Indemnified
Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment
received over the amount of the Indemnity Payment that would have been due if the Insurance
Proceeds had been received, realized or recovered before the Indemnity Payment was made.



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     (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the
responsibility with respect thereto or, solely by virtue of the indemnification and contribution
provisions hereof, have any subrogation rights with respect thereto. The Indemnified Party shall
use commercially reasonable efforts to seek to collect or recover any third-party Insurance
Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to
reflect prior claims in excess of prior premiums) to which the Indemnified Party is entitled in
connection with any Liability for which the Indemnified Party seeks contribution or indemnification
pursuant to this Article V; provided that, the Indemnified Party’s
inability to collect or recover any such Insurance Proceeds shall not limit the Indemnifying
Party’s obligations hereunder.



     (c) The term “After-Tax Basis” as used in this Article V means that, in
determining the amount of the payment necessary to indemnify any party against, or reimburse any
party for, Liabilities, the amount of such Liabilities will be determined net of any reduction in
Tax derived by the Indemnified Party as the result of sustaining or paying such Liabilities, and
the amount of such Indemnity Payment will be increased (i.e., “grossed up”) by the amount necessary
to satisfy any income or franchise Tax liabilities incurred by the Indemnified Party as a result of
its receipt of, or right to receive, such Indemnity Payment (as so increased), so that the
Indemnified Party is put in the same net after-Tax economic position as if it had not incurred such
Liabilities, in each case without taking into account any impact on the tax basis that an
Indemnified Party has in its assets.



     5.7 Procedures for Indemnification of Third Party Claims.




     (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a
Person (including any Governmental Authority) who is not a member of the Helix Group or the Cal
Dive Group of any claim or of the commencement by any such Person of any Action (collectively, a
“Third Party Claim”) with respect to which an Indemnifying Party may be obligated to
provide indemnification to such Indemnified Party pursuant to Section 5.2, Section
5.3 or Section 5.4, or any other Section of this Agreement or any Transaction Document,
such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days
after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party
Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or
other Person to give notice as provided in this Section 5.7(a) shall not relieve the
Indemnifying Party of its obligations under this Article V, except to the extent that such
Indemnifying Party is actually prejudiced by such failure to give notice.



     (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such
Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party
Claim. Within 30 days after receipt of notice from an Indemnified Party in accordance with
Section 5.7(a) (or sooner, if the nature of such Third Party Claim so requires), an
Indemnifying Party electing to defend a Third Party Claim shall notify the Indemnified Party of its
election to assume responsibility for defending such Third Party Claim and shall acknowledge and
agree in writing that if such Third Party Claim is adversely determined, such Indemnifying Party
will have the obligation to indemnify the Indemnified Party in respect of all liabilities relating
to, arising out of or resulting from such Third Party Claim and that such Indemnifying Party
irrevocably waives in full all defenses it may have to contest such



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obligation. After such notice and acknowledgment from an Indemnifying Party to an Indemnified Party of its
election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right
to employ separate counsel and to participate in (but not control) the defense, compromise, or
settlement thereof, but the fees and expenses of such counsel shall be the expense of such
Indemnified Party.




     (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party
Claim, or fails to notify an Indemnified Party of its election as provided in Section
5.7(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the
Indemnifying Party.



     (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in
accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any
Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall
consent to entry of any judgment or enter into any settlement of any pending or threatened Third
Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party without the consent of the Indemnified
Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or
other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and
(ii) such settlement does not include a full, complete and unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Third Party
Claim.



     5.8 Additional Matters.




     (a) Indemnification or contribution payments in respect of any Liabilities for which an
Indemnified Party is entitled to indemnification or contribution under this Article V shall
be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon
demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the
basis for the amount of such indemnification or contribution payment, including documentation with
respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that
actually reduce the amount of such Liabilities. The indemnity and contribution agreements
contained in this Article V shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the
Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution
hereunder; and (iii) any termination of this Agreement.



     (b) Any claim on account of a Liability which does not result from a Third Party Claim shall
be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party.
Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within
which to respond thereto. If such Indemnifying Party does not respond within such 30-day period,
such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment.
If such Indemnifying Party does not respond within such 30-day period or rejects such claim in
whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available
to such party as contemplated by this Agreement and the Transaction Documents without prejudice to
its continuing rights to pursue indemnification or contribution hereunder.



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     (c) If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in
connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall
stand in the place of such Indemnified Party as to any events or circumstances in respect of which
such Indemnified Party may have any right, defense or claim relating to such Third Party Claim
against any claimant or plaintiff asserting such Third Party Claim or against any other Person.
Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at
the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or
claim.



     (d) In an Action in which the Indemnifying Party is not a named defendant, if either the
Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute
the Indemnifying Party for the named defendant if they conclude that substitution is desirable and
practical. If such substitution or addition cannot be achieved for any reason or is not requested,
the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this
Article V, and the Indemnifying Party shall fully indemnify the named defendant against all costs
of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees,
experts fees and all other external expenses), the costs of any judgment or settlement, and the
costs of any interest or penalties relating to any judgment or settlement.



     5.9 Remedies Cumulative; Limitations of Liability.




     The rights provided in this Article V shall be cumulative and, subject to the
provisions of Article VII, shall not preclude assertion by any Indemnified Party of any
other rights or the seeking of any and all other remedies against any Indemnifying Party.
NOTWITHSTANDING THE FOREGOING, NO INDEMNIFYING PARTY, SHALL BE LIABLE TO AN INDEMNIFIED PARTY FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, STATUTORILY-ENHANCED OR
SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (PROVIDED THAT ANY SUCH LIABILITY WITH RESPECT TO
A THIRD PARTY CLAIM SHALL BE CONSIDERED DIRECT DAMAGES) ARISING IN CONNECTION WITH THE
TRANSACTIONS.



     5.10 Survival of Indemnities.




     The rights and obligations of each of Helix and Cal Dive and their respective Indemnified
Parties under this Article V shall survive the sale or other transfer by any party of any
Assets or businesses or the assignment by it of any Liabilities.



ARTICLE VI

OTHER AGREEMENTS




     6.1 Further Assurances.




     (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of
the parties will cooperate with each other and use (and will cause their respective Subsidiaries
and Affiliates to use) commercially reasonable efforts, prior to, on and after the Closing Date, to
take, or to cause to be taken, all actions, and to do, or to cause to be done, all things
reasonably necessary on its part under applicable Law or contractual obligations to



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consummate and make effective the transactions contemplated by this Agreement and the
Transaction Documents.




     (b) Without limiting the foregoing, prior to, on and after the Closing Date, each party hereto
shall cooperate with the other parties, and without any further consideration, but at the expense
of the requesting party from and after the Closing Date, to execute and deliver, or use
commercially reasonable efforts to cause to be executed and delivered, all instruments, including
instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all
consents, approvals or authorizations of, any Governmental Authority or any other Person under any
permit, license, agreement, indenture or other instrument (including any Consents or Governmental
Approvals), and to take all such other actions as such party may reasonably be requested to take by
any other party hereto from time to time, consistent with the terms of this Agreement and the
Transaction Documents, in order to effectuate the provisions and purposes of this Agreement and the
Transaction Documents and the transfers of the Cal Dive Assets and the assignment and assumption of
the Cal Dive Liabilities and the other transactions contemplated hereby and thereby. Without
limiting the foregoing, each party will, at the reasonable request, cost and expense of any other
party, take such other actions as may be reasonably necessary to vest in such other party good and
marketable title to the Assets allocated to such party under this Agreement or any of the
Transaction Documents, free and clear of any Security Interest, if and to the extent it is
practicable to do so.



     (c) On or prior to the Closing Date, Helix and Cal Dive in their respective capacities as
direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions
that are reasonably necessary or desirable to be taken by Helix, Cal Dive or any other Subsidiary
of Helix or Cal Dive, as the case may be, to effectuate the transactions contemplated by this
Agreement.



     (d) On or prior to the Closing Date, Helix and Cal Dive shall take all actions as may be
necessary to approve the stock-based employee benefit plans of Cal Dive in order to satisfy the
requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the
New York Stock Exchange.



     6.2 Confidentiality.




     (a) From and after the Closing, subject to Section 6.2(c) and except as contemplated
by this Agreement, any Transaction Document or the Charter, Helix shall not, and shall cause the
other members of the Helix Group and all of such parties’ respective officers, directors,
employees, and other agents and representatives, including attorneys, agents, customers, suppliers,
contractors, consultants and other representatives of any Person providing financing (collectively,
“Representatives”), not to, directly or indirectly, disclose, reveal, divulge or
communicate to any Person (other than Representatives of such party or of its Affiliates who
reasonably need to know such information in providing services to any member of the Helix Group) or
use or otherwise exploit for its own benefit or for the benefit of any third party, any Cal Dive
Confidential Information. If any disclosures are made by a member of the Helix Group to its
Representatives in connection with such Representatives providing services to any member of the
Helix Group under this Agreement or any Transaction Document, then the Cal Dive Confidential
Information so disclosed shall be used only as required to perform the services.



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Helix shall, and shall cause the other members of the Helix Group to, use the same degree of
care to prevent and restrain the unauthorized use or disclosure of the Cal Dive Confidential
Information by any of their Representatives as they currently use for their own confidential
information of a like nature, but in no event less than a reasonable standard of care. Any
information, material or documents relating to the Cal Dive Business currently or formerly
conducted, or proposed to be conducted, by any member of the Cal Dive Group furnished to or in
possession of any member of the Helix Group, irrespective of the form of communication, and all
notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents
prepared by or on behalf of any member of the Helix Group that contain or otherwise reflect such
information, material or documents is referred to herein as “Cal Dive Confidential
Information.” “Cal Dive Confidential Information” does not include, and there shall be no
obligation hereunder with respect to, information that (i) is or becomes generally available to the
public, other than as a result of a disclosure by any member of the Helix Group or any of their
Representatives not otherwise permissible hereunder, (ii) such member of the Helix Group can
demonstrate was or became available to such member of the Helix Group from a source other than Cal
Dive or its Affiliates, or (iii) is developed independently by such member of the Helix Group
without reference to the Cal Dive Confidential Information; provided, however,
that, in the case of clause (ii), the source of such information was not known by such
member of the Helix Group to be bound by a confidentiality agreement with, or other contractual,
legal or fiduciary obligation of confidentiality to, Cal Dive or any member of the Cal Dive Group
with respect to such information.




     (b) From and after the Closing, subject to Section 6.2(c) and except as contemplated
by this Agreement or any Transaction Document, Cal Dive shall not, and shall cause the other
members of the Cal Dive Group and all of such parties’ respective Representatives not to, directly
or indirectly, disclose, reveal, divulge or communicate to any Person (other than Representatives
of such party or of its Affiliates who reasonably need to know such information in providing
services to any member of the Cal Dive Group), or use or otherwise exploit for its own benefit or
for the benefit of any third party, any Helix Confidential Information. If any disclosures are
made by a member of the Cal Dive Group to its Representatives in connection with such
Representatives providing services to any member of the Cal Dive Group under this Agreement or any
Transaction Document, then the Helix Confidential Information so disclosed shall be used only as
required to perform the services. Cal Dive shall, and shall cause other members of the Cal Dive
Group to, use the same degree of care to prevent and restrain the unauthorized use or disclosure of
the Helix Confidential Information by any of their Representatives as they currently use for their
own confidential information of a like nature, but in no event less than a reasonable standard of
care. Any information, material or documents relating to the businesses currently or formerly
conducted, or proposed to be conducted, by any member of the Helix Group furnished to or in
possession of any member of the Cal Dive Group, irrespective of the form of communication, and all
notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents
prepared by or on behalf of any member of the Cal Dive Group that contain or otherwise reflect such
information, material or documents is referred to herein as “Helix Confidential
Information.” “Helix Confidential Information” does not include, and there shall be no
obligation hereunder with respect to, information that (i) is or becomes generally available to the
public, other than as a result of a disclosure by any member of the Cal Dive Group or any of their
Representatives not otherwise permissible hereunder, (ii) such member of the Cal Dive Group can
demonstrate was or became available to such member of the



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Cal Dive Group from a source other than Helix or its Affiliates, or (iii) is developed
independently by such member of the Cal Dive Group without reference to the Helix Confidential
Information; provided, however, that, in the case of clause (ii), the
source of such information was not known by such member of the Cal Dive Group to be bound by a
confidentiality agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, Helix or any other member of the Helix Group with respect to such information.




     (c) If any member of the Helix Group or their respective Representatives, on the one hand, or
any member of the Cal Dive Group or their respective Representatives, on the other hand, are
requested or required (by oral question, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant
to applicable Law to disclose or provide any Cal Dive Confidential Information or Helix
Confidential Information (other than with respect to any such information furnished pursuant to the
provisions of Article IV of this Agreement), as applicable, the entity or person receiving
such request or demand shall use all commercially reasonable efforts to provide the other party
with written notice of such request or demand as promptly as practicable under the circumstances so
that such other party shall have an opportunity to seek an appropriate protective order. The party
receiving such request or demand agrees to take, and cause its representatives to take, at the
requesting party’s expense, all other commercially reasonable steps necessary to obtain
confidential treatment by the recipient. Subject to the foregoing, the party that received such
request or demand may thereafter disclose or provide any Cal Dive Confidential Information or Helix
Confidential Information, as the case may be, to the extent required by such Law (as so advised by
counsel) or by lawful process of such Governmental Authority.



     6.3 Insurance Matters.




     (a) Members of the Cal Dive Group will continue to have coverage under Helix’s insurance
program until the Trigger Date. Members of the Cal Dive Group will be subject to retrospective
premium adjustments under each such Insurance Policy based on their loss experience, or with
respect to any other rating mechanism (such as a mechanism based on payroll or revenue), in such
proportion as is allocable to the Cal Dive Group, under the Insurance Policy and in accordance with
Helix’s pricing methodologies. The members of the Cal Dive Group will have coverage under all
Insurance Policies with respect to periods prior to the Trigger Date in accordance with the terms
of each such Insurance Policy. Helix and Cal Dive agree to cooperate in good faith to provide for
an orderly transition of insurance coverage leading up to the Trigger Date, and for the treatment
of any Insurance Policies that will remain in effect following the Trigger Date on a mutually
agreeable basis. In no event shall Helix, any other member of the Helix Group or any Helix
Indemnified Party have liability or obligation whatsoever to any member of the Cal Dive Group if
any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise
cease to be in effect or for any reason shall be unavailable or inadequate to cover any Liability
of any member of the Cal Dive Group for any reason whatsoever or shall not be renewed or extended
beyond the current expiration date. Helix shall provide notice to Cal Dive promptly upon its
becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or
is reasonably likely to be terminated or otherwise cease to be in effect.



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     (b) (i) Except as otherwise provided in any Transaction Document, the parties intend by this
Agreement that Cal Dive and each other member of the Cal Dive Group be successors-in-interest to
all rights that any member of the Cal Dive Group may have as of the Closing Date as a subsidiary,
affiliate, division or department of Helix prior to the Closing Date under any policy of insurance
issued to Helix by any insurance carrier or under any agreements related to such policies executed
and delivered prior to the Closing Date, including any rights such member of the Cal Dive Group may
have, as an insured or additional named insured, subsidiary, affiliate, division or department, to
avail itself of any such policy of insurance or any such agreements related to such policies as in
effect prior to the Closing Date. At the request of Cal Dive, Helix shall take all commercially
reasonable steps, including the execution and delivery of any instruments, to effect the foregoing;
provided, however, that Helix shall not be required to pay any amounts, waive any
rights or incur any Liabilities in connection therewith.




     (i) Except as otherwise contemplated by any Transaction Document, after the Closing Date, none
of Helix or Cal Dive or any member of their respective Groups shall, without the consent of the
other, provide any such insurance carrier with a release, or amend, modify or waive any rights
under any such policy or agreement, if such release, amendment, modification or waiver would
adversely affect any rights or potential rights of any member of the other Group thereunder;
provided, however, that the foregoing shall not (A) preclude any member of any
Group from presenting any claim or from exhausting any policy limit, (B) require any member of any
Group to pay any premium or other amount or to incur any Liability, or (C) require any member of
any Group to renew, extend or continue any policy in force. Each of Cal Dive and Helix will share
such information as is reasonably necessary in order to permit the other to manage and conduct its
insurance matters in an orderly fashion.



     (c) This Agreement shall not be considered as an attempted assignment of any policy of
insurance or as a contract of insurance and shall not be construed to waive any right or remedy of
any member of the Helix Group in respect of any Insurance Policy or any other contract or policy of
insurance.



     (d) Cal Dive does hereby, for itself and each other member of the Cal Dive Group, agree that
no member of the Helix Group or any Helix Indemnified Party shall have any Liability whatsoever to
Cal Dive or any other member of the Cal Dive Group as a result of the insurance policies and
practices of Helix and its Affiliates as in effect at any time prior to the Closing Date, including
as a result of the level or scope of any such insurance, the creditworthiness of any insurance
carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any
insurance carrier with respect to any claim or potential claim or otherwise.



     (e) Nothing in this Agreement shall be deemed to restrict any member of the Cal Dive Group
from acquiring at its own expense any other insurance policy in respect of any Liabilities or
covering any period; provided that, Cal Dive shall give Helix prompt written notice
of any such insurance policy acquired prior to the Trigger Date.



     6.4 Allocation of Costs and Expenses.




     (a) Helix shall pay (or, to the extent incurred by and paid for by any member of the Cal Dive
Group, will promptly reimburse such party for any and all amounts so paid) for all out-



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of-pocket fees, costs and expenses incurred by Helix or Cal Dive, or any member of their
respective Groups, on or prior to the Closing Date in connection with the Separation, including (i)
the preparation and negotiation of this Agreement, each Transfer Document (unless otherwise
expressly provided therein), and all other documentation related to the Separation, (ii) accounting
and legal costs incurred in association with all domestic and international internal restructuring
undertaken as part of the Separation, (iii) the preparation and execution or filing of any and all
other documents, certificates, deeds, titles, agreements, forms, applications or contracts
associated with the Separation, and (iv) the preparation and filing of Cal Dive’s and its
Subsidiaries’ organizational documents.




     (b) Cal Dive shall pay (or, to the extent incurred by and paid or by any member of the Helix
Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket
fees, costs and expenses incurred by Helix or Cal Dive, or any member of their respective Groups,
in connection with the Initial Public Offering and the other Transactions, except as otherwise
provided in Section 6.4(a), including (i) the preparation, printing and filing of the IPO
Registration Statement, (ii) compliance with applicable federal, state or foreign securities Laws
and domestic or foreign securities exchange rules and regulations, together with fees and expenses
of counsel retained to effect such compliance, (iii) the preparation, printing and distribution of
the Prospectus, (iv) the initial listing of the Common Stock on the New York Stock Exchange, (v)
the fees and expenses of Ernst & Young LLP incurred in connection with the IPO Registration
Statement and the Initial Public Offering, and (vi) the preparation (including, but not limited to,
the printing of documents) and implementation of Cal Dive’s and its Subsidiaries’ employee benefit
plans, retirement plans and equity-based plans, and (vii) the preparation and implementation of Cal
Dive’s and its Subsidiaries corporate governance programs and policies, financial reporting and
internal controls and all other reporting requirements, programs, policies and functions required
to be implemented by the Cal Dive Group as a result of being a public company reporting to the SEC
with equity securities listed on a national stock exchange.



     (c) Notwithstanding the foregoing, Helix and Cal Dive agree that all costs and expenses
described in Sections 6.4(a) and (b) may be paid from the proceeds of the Initial
Public Offering.



     6.5 Covenants Against Taking Certain Actions Affecting Helix.




     (a) Cal Dive hereby acknowledges and agrees that it shall not, without the prior written
consent of Helix (which it may withhold in its sole and absolute discretion), take, or cause to be
taken, directly or indirectly, any action, including making or failing to make any election under
the Law of any state, which has the effect, directly or indirectly, of restricting or limiting the
ability of Helix or any of its Affiliates to freely sell, transfer, assign, pledge or otherwise
dispose of Cal Dive Capital Stock. Without limiting the generality of the foregoing, Cal Dive
shall not, without the prior written consent of Helix (which it may withhold in its sole and
absolute discretion), take any action, or recommend to its stockholders any action, which would
among other things, limit the legal rights of, or deny any benefit to, Helix as a Cal Dive
stockholder in a manner not applicable to Cal Dive stockholders generally.



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     (b) Prior to the Trigger Date, to the extent that any member of the Helix Group is a party to
any contract or agreement with a third party (i) that provides that certain actions of Helix’s
Subsidiaries may result in Helix being in breach of or in default under such agreement and Helix
has advised Cal Dive, or Cal Dive is otherwise aware, of the existence of such contract or
agreement (or the relevant portions thereof), (ii) to which any member of the Cal Dive Group is a
party or (iii) under which any member of the Cal Dive Group has performed any obligations on or
before the date hereof, Cal Dive shall not take, and shall cause each other member of the Cal Dive
Group not to take, any actions that reasonably could result in any member of the Helix Group being
in breach of or in default under any such contract or agreement. Cal Dive hereby acknowledges and
agrees that Helix has made available to Cal Dive copies of each such contract or agreement (or the
relevant portion thereof) in effect on the date hereof. The parties acknowledge and agree that,
after the date hereof, Helix may in good faith (and not solely with the intention of imposing
restrictions on Cal Dive pursuant to this covenant) amend the referenced agreements or enter into
additional contracts or agreements that provide that certain actions of any member of the Cal Dive
Group may result in Helix being in breach of or in default under such agreements; provided
that, Helix shall notify and consult with Cal Dive prior to entering into any such
amendments or additional contracts or agreements to the extent that compliance therewith (x) could
reasonably be expected to have a material adverse effect on any member of the Cal Dive Group or (y)
would discriminate in an adverse way in the treatment of members of the Cal Dive Group as compared
with Helix and its other Affiliates, and shall make available to Cal Dive copies of such amendments
or additional contracts or agreements.



     (c) Prior to the Trigger Date, without the prior written consent or affirmative vote of Helix
(either of which it may withhold in its sole and absolute discretion), Cal Dive shall not, and
shall cause the other members of the Cal Dive Group not to:




     (i) take any actions that would result in the occurrence of a Default or Event of Default, as
those terms are defined in the under the 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, or a
default or event of default under any credit facility that is an amendment, restatement, renewal,
supplement and/or refinancing of such Credit Agreement after the date hereof;




     (ii) issue any shares of capital stock or any rights, warrants, options or other rights or
securities convertible into or exercisable for capital stock; except for (A) pursuant to the IPO,
and (B) the issuance of shares of Common Stock or options to purchase Common Stock pursuant to
employee benefit plans or dividend reinvestment plans approved by the Board of Directors of Cal
Dive;




     (iii) consolidate or merge with or into any Person, except for (A) a consolidation or merger
of a wholly-owned Subsidiary of Cal Dive into Cal Dive or with or into another wholly-owned
Subsidiary of Cal Dive, or (B) in connection with an acquisition permitted by the Credit Agreement
referred to in Section 6.5(c)(i) above;




     (iv) alter, amend, terminate or repeal, or adopt any provision inconsistent with, in each case
whether directly or indirectly, or by merger, consolidation or otherwise, the provisions of



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the Charter or Bylaws relating to any of (A) authorized capital stock, (B) rights granted to
the holders of the Common Stock, (C) amendments to the Bylaws, (D) shareholder action by written
consent, (E) shareholder proposals and meetings, (F) limitation of liability of and indemnification
of officers and directors, (G) corporate opportunities and conflicts of interest between the Cal
Dive Group and the Helix Group, and (H) the business combination statute set forth in Section 203
of the Delaware General Corporation Law;




     (v) purchase, redeem or otherwise acquire or retire for value any shares of Common Stock or
any warrants, options or other rights or securities convertible into or exercisable for to acquire
Common Stock, except for (A) the repurchase of Common Stock deemed to occur upon exercise of stock
options to the extent shares of Common Stock represent a portion of the exercise price of the stock
options or are withheld by Cal Dive to pay applicable withholding taxes; (B) the repurchase of
Common Stock deemed to occur to the extent shares of Common Stock are withheld by Cal Dive to pay
applicable withholding taxes in connection with any grant or vesting of restricted stock; and (C)
the repurchase of stock of terminated employees as provided in any employee benefits plan or in a
stock purchase or other agreement;




     (vi) adopt a shareholder rights agreement; or




     (vii) dissolve, liquidate or wind up.



     6.6 No Violations.




     (a) Cal Dive acknowledges and agrees that it shall not, and shall cause the other members of
the Cal Dive Group not to, take any action or enter into any commitment or agreement that may
reasonably be anticipated to result, with or without notice and with or without lapse of time or
otherwise, in a contravention or event of default by any member of the Helix Group of: (i) any
provisions of applicable Law; (ii) any provision of the organizational documents of any member of
the Helix Group; (iii) any credit agreement or other material instrument binding upon any member of
the Helix Group; or (iv) any judgment, order or decree of any Governmental Authority having
jurisdiction over any member of the Helix Group or any of its respective assets.



     (b) Helix acknowledges and agrees that it shall not, and shall cause the other members of the
Helix Group not to, take any action or enter into any commitment or agreement that may reasonably
be anticipated to result, with or without notice and with or without lapse of time or otherwise, in
a contravention or event of default by any member of the Cal Dive Group of: (i) any provisions of
applicable Law; (ii) any provision of the organizational documents of Cal Dive; (iii) the Existing
Helix Indebtedness, any credit agreement or any other material instrument binding upon Cal Dive; or
(iv) any judgment, order or decree of any Governmental Authority having jurisdiction over any
member of the Cal Dive Group or any of the Cal Dive Assets.



     (c) Nothing in this Agreement is intended to limit or restrict in any way Helix’s or its
Affiliates’ rights as stockholders of Cal Dive.



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     6.7 Registration Statements.




     To the extent necessary to enable the unrestricted transfer of the applicable shares of Cal
Dive Common Stock, upon consummation of the Initial Public Offering, Cal Dive shall file and cause
to remain effective a registration statement with the SEC to register Cal Dive Common Stock that
may be acquired by employees of any member of the Cal Dive Group as contemplated by Helix’s or any
other member of the Helix Group’s employee stock or option plans.



     6.8 Compliance with Charter Provisions.




     Cal Dive shall, and shall cause each of its Subsidiaries to, take any and all actions
necessary to ensure continued compliance by Cal Dive and its Subsidiaries with the provisions of
their certificate or articles of incorporation, bylaws, limited liability company agreement,
partnership agreement or other applicable organizational documents. Cal Dive shall notify Helix in
writing promptly after becoming aware of any act or activity taken or proposed to be taken by Cal
Dive or any of its Subsidiaries or any of their equity holders which resulted or would result in
non-compliance with any such organizational document provisions and, so long as any member of the
Helix Group owns any Cal Dive Capital Stock, Cal Dive shall take or refrain from taking all such
actions as Helix shall in its sole discretion determine necessary or desirable to prevent or remedy
any such non-compliance.



     6.9 Future Intercompany Transactions.




     All proposed intercompany transactions between Cal Dive and Helix after the Closing Date,
including any material amendments to the Transaction Documents, and any consent or approval
proposed to be granted by Cal Dive for Helix’s benefit, in each case that would ordinarily be
submitted for approval by the board of directors of Cal Dive, will be subject to the approval of a
majority of the independent directors (as defined under the applicable rules of any securities
exchange on which shares of Cal Dive Common Stock are listed) of the board of directors of Cal
Dive.



     6.10 [Intentionally Omitted].




     6.11 Helix Policies.




     If a provision of Cal Dive’s Charter or Amended and Restated Bylaws or of any Transaction
Document contradicts a policy of Helix or a member of the Helix Group, (the “Helix
Policies”) that applies to Subsidiaries of Helix, such provision in Cal Dive’s Charter or
Bylaws or Transaction Document shall control. In any other case, and except as otherwise agreed or
unless superseded by any policies adopted by the board of directors of Cal Dive, the Helix Policies
that apply to Subsidiaries of Helix shall apply to Cal Dive and its Subsidiaries until the Trigger
Date.



     6.12 Operations.




     Helix shall have the preferential right to use the Vessels up to the Utilization Limit at the
then prevailing market rate; provided that Cal Dive shall not be required to breach any of its
legal obligations to third parties in order to accommodate such preferential right. If at any time



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(a) the number of Vessels utilized by or on behalf of Helix, whether on a day-rate basis or
otherwise, is below the Utilization Limit and (b) Cal Dive wishes to enter into a Long-Term
Contract with a third party with respect to any of the Vessels that are not then being utilized by
or on behalf of Helix, Cal Dive shall notify Helix of its desire to enter into such Long-Term
Contract, and shall inform Helix of the corresponding day-rate for such Vessel(s). Helix shall
then have two (2) business days to exercise its preferential right to utilize such Vessel(s) (the
“Notification Period”) at the then prevailing market rate. If Helix does not notify Cal
Dive of its decision to utilize the Vessel(s) prior to the expiration of the Notification Period,
Helix shall be deemed to have declined the use of such Vessel(s) for such time, and Cal Dive shall
be free to contract the Vessel(s) to other parties. Such waiver shall not compromise Helix’s
ability to exercise its preferential rights in the future with regard to the utilization of
Vessels. As used herein, “Utilization Limit” means the multiple of the total number of
Vessels in Cal Dive’s fleet and .2, rounded down to the nearest whole number, and “Long-Term
Contract” means any contract with a duration of 90 days or more. If the number of Vessels
utilized by or on behalf of Helix, whether on a day-rate basis or otherwise, is equal to or exceeds
the Utilization Limit, then Helix shall not have the preferential right to utilize any other
Vessels, unless and until such number falls below the Utilization Limit.




     6.13 [Intentionally Omitted].




     6.14 Tax Matters.




     Notwithstanding any provision in this Agreement to the contrary, to the extent that any
representations, warranties, covenants and agreements between Helix and Cal Dive, and their
respective Groups, with respect to Tax matters are set forth in the Tax Matters Agreement,
including indemnification agreements and any tax sharing agreements and arrangements specifically
identified in such agreements, such Tax matters shall be governed exclusively by such Tax Matters
Agreement and not by this Agreement.



     6.15 Litigation.




     (a) Subject to Section 3.6, immediately following the execution and delivery of the
Underwriting Agreement by each of the parties thereto, Cal Dive shall, and shall cause the other
members of the Cal Dive Group to assume those Actions relating in any material respect to the Cal
Dive Business in which one or more members of the Helix Group is a defendant or a party against
whom any claim or investigation is directed, including those listed on Schedule 6.15(a)
(collectively, the “Assumed Actions”).



     (b) Subject to Section 3.6, immediately following the execution and delivery of the
Underwriting Agreement by each of the parties thereto, Cal Dive shall, and shall cause the other
members of the Cal Dive Group to, (i) diligently conduct, at its sole cost and expense, the defense
of all Assumed Actions and all Existing Actions, (ii) except as may be provided in Section
6.3, pay all Liabilities that may result from the Assumed Actions and the Existing Actions, and
(iii) pay all fees and costs relating to the defense of the Assumed Actions and the Existing
Actions, including attorneys’ fees and costs incurred after the Closing Date. “Existing



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Actions” means those Actions (other than Assumed Actions) in which Cal Dive or any
other member of the Cal Dive Group has been named as a defendant or is the party against whom any
claim or investigation is directed, which relates to the Cal Dive Business, and which neither Helix
nor any other member of the Helix Group is named a defendant or is a party against whom such claim
or investigation is directed, including those listed on Schedule 6.15(b).




     (c) Notwithstanding anything in this Section 6.15 to the contrary, Helix shall have
the right to participate in the defense of any Assumed Action and to be represented by attorneys of
its own choosing and at its sole cost and expense. In no event shall Cal Dive (or any other member
of the Cal Dive Group) settle or compromise any Assumed Action without the express prior written
consent of Helix unless (i) there is no finding or admission of any violation of any law or any
violation of the rights of any Person by Helix or any other member of the Helix Group, (ii) there
is no relief (either monetary or non-monetary) binding upon Helix or any other member of the Helix
Group, and (iii) neither Helix nor any other member of the Helix Group has any Liability with
respect to any such settlement or compromise.



     (d) Subject to Section 3.6, each of Helix and Cal Dive agrees that at all times from
and after the execution and delivery of the Underwriting Agreement by each of the parties thereto,
if an Action is commenced by a third party naming both parties (or any member of its respective
Group) as defendants thereto and with respect to which one party (or any member of its respective
Group) is a nominal defendant, then the other party shall use commercially reasonable efforts to
cause such nominal defendant to be removed from such Action.



ARTICLE VII

DISPUTE RESOLUTION




     7.1 General Provisions.




     (a) The state and federal courts sitting in Harris County, Texas shall be the exclusive forum
for the resolution of any dispute, controversy or claim arising out of or relating to this
Agreement or the Transaction Documents, or the validity, interpretation, breach or termination
thereof (a “Dispute”).



     (b) THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT
LOCATED WITHIN THE STATE OF TEXAS OVER ANY SUCH DISPUTE AND EACH PARTY HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH DISPUTE OR ANY ACTION RELATED THERETO MAY BE HEARD AND
DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH
DISPUTE. EACH OF THE PARTIES AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.



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     (c) IN CONNECTION WITH ANY DISPUTE, THE PARTIES EXPRESSLY WAIVE AND FORGO ANY RIGHT TO (I)
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, STATUTORILY ENHANCED OR SIMILAR
DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (PROVIDED THAT LIABILITY FOR ANY SUCH DAMAGES WITH
RESPECT TO A THIRD PARTY CLAIM SHALL BE CONSIDERED DIRECT DAMAGES), AND (II) TRIAL BY JURY.



     (d) All communications between the parties or their representatives in connection with the
attempted resolution of any Dispute, shall be deemed to have been delivered in furtherance of a
Dispute settlement and shall be exempt from discovery and production, and shall not be admissible
in evidence for any reason (whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.



     (e) Notwithstanding anything to the contrary contained in this Article VII, any
Dispute relating to Helix’s rights as a stockholder of Cal Dive pursuant to applicable Law or the
organizational documents of Cal Dive will not be governed by or subject to the procedures set forth
in this Article VII.



ARTICLE VIII

MISCELLANEOUS




     8.1 Corporate Power; Fiduciary Duty.




     (a) Each of Helix and Cal Dive represents as follows:




     (i) each such Person has the requisite corporate or other power and authority and has taken
all corporate or other action necessary in order to execute, deliver and perform each of this
Agreement and each other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby and thereby; and




     (ii) this Agreement has been duly executed and delivered by each such Person and each
Transaction Document to which such Person is a party has been, or will be on or prior to the
Closing Date, duly executed and delivered by it and upon execution and delivery, this Agreement and
the other Transaction Documents will constitute a valid and binding agreement of such Person
enforceable in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement
of creditors’ rights generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding of law or in equity).



     (b) Notwithstanding any provision of this Agreement or any Transaction Document, no member of
the Helix Group and no member of the Cal Dive Group shall be required to take or omit to take any
act that would violate its fiduciary duties to any minority shareholders of Cal Dive or any
non-wholly owned Subsidiary of Helix or Cal Dive, as the case may be (it being understood that
directors’ qualifying shares or similar interests will be disregarded for purposes of determining
whether a Subsidiary is wholly owned).



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     8.2 Governing Law.




     This Agreement (other than the provisions relating to Helix’s rights as a stockholder, which
shall be governed by the laws of the State of Delaware) and, unless expressly provided therein,
each other Transaction Document, shall 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.



     8.3 Survival of Covenants.




     Except as expressly set forth in any Transaction Document, the covenants and other agreements
contained in this Agreement and each Transaction Document, and liability for the breach of any
obligations contained herein or therein, shall survive each of the Separation and the Initial
Public Offering and shall remain in full force and effect.



     8.4 Force Majeure.




     No party hereto (or any Person acting on its behalf) shall have any liability or
responsibility for failure to fulfill any obligation (other than a payment obligation) under this
Agreement or, unless otherwise expressly provided therein, any Transaction Document, 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 shall, as soon as reasonably practicable after the occurrence of any such event: (i)
notify the other parties of the nature and extent of any such Force Majeure condition and (ii) use
due diligence to remove any such causes and resume performance under this Agreement as soon as
feasible.



     8.5 Notices.




     All notices, requests, claims, demands and other communications under this Agreement and, to
the extent applicable and unless otherwise provided therein, under each of the Transaction
Documents shall be in writing and shall be given or made (and shall 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 shall be specified in a notice
given in accordance with this Section 8.5):



          If to any member of the Helix Group, to:





	 	 	 	Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway East, Suite 400

Houston, Texas 77060

Attn: General Counsel

Fax: (281) 618-0505




-52-









 











          If to any member of the Cal Dive Group, to:





	 	 	 	Cal Dive International, Inc.

400 N. Sam Houston Parkway East, Suite 1000

Houston, Texas 77060

Attn: General Counsel

Fax: (281) 618-0503





     8.6 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 shall 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 to this
Agreement shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties 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.



     8.7 Entire Agreement.




     Except as otherwise expressly provided in this Agreement, this Agreement (including the
Schedules and Exhibits hereto) constitutes the entire agreement of the parties 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 with respect to the subject matter of this Agreement.



     8.8 Assignment; No Third-Party Beneficiaries.




     This Agreement shall not be assigned by any party hereto without the prior written consent of
the other party hereto. Except as provided in Article V with respect to Indemnified
Parties, this Agreement is for the sole benefit of the parties to this Agreement and members of
their respective Group and their permitted successors and assigns and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other Person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason 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



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




     8.9 Public Announcements.




     Helix and Cal Dive shall consult with each other before issuing, and give each other the
opportunity to review and comment upon, any press release or other public statements with respect
to the transactions contemplated by this Agreement and the Transaction Documents, and shall not
issue any such press release or make any such public statement prior to such consultation, except
as may be required by applicable Law, court process or by obligations pursuant to any listing
agreement with any national securities exchange or national securities quotation system.



     8.10 Amendment.




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



     8.11 Rules of Construction.




     Interpretation of this Agreement shall be governed by the following rules of construction:
(a) words in the singular shall be held to include the plural and vice versa and words of one
gender shall be held to include the other gender as the context requires, (b) references to the
terms Article, Section, paragraph, and Schedule are references to the Articles, Sections,
paragraphs, and Schedules to this Agreement unless otherwise specified, (c) the word “including”
and words of similar import shall mean “including, without limitation,” (d) provisions shall apply,
when appropriate, to successive events and transactions, (e) the table of contents and headings
contained herein are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement, and (f) this Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting or causing
any instrument to be drafted. In the event of a conflict or inconsistency between the provisions
of this Agreement and Article V of the Charter, the provisions of Article V of the Charter shall
govern.



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     8.12 Counterparts.




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



[Signature Page Follows]





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     IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed 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 	 
	 
	 	CAL DIVE INTERNATIONAL, INC.

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



 









 






	 	 	 	 	 



SCHEDULE 1.1 — VESSELS




	 	 	 
	VESSEL:	 	FLAG:
	 
	 	 
	MYSTIC VIKING

	 	Bahamas
	UNCLE JOHN

	 	Bahamas
	CAL DIVER I

	 	USA
	CAL DIVER II

	 	USA
	CAL DIVER IV

	 	USA
	CAL DIVER V

	 	USA
	MR. FRED

	 	USA
	MR. JACK

	 	USA
	MR. JIM

	 	USA
	POLO PONY

	 	USA
	STERLING PONY

	 	USA
	WHITE PONY

	 	USA
	BRAVE

	 	USA
	DANCER

	 	USA
	RIDER

	 	USA
	MIDNIGHT STAR

	 	Vanuatu
	FOX

	 	USA
	CARRIER

	 	USA
	KESTREL

	 	Vanuatu
	AMERICAN CONSTITUTION

	 	Panama
	AMERICAN STAR

	 	USA
	AMERICAN TRIUMPH

	 	USA
	AMERICAN VICTORY

	 	USA
	AMERICAN DIVER

	 	USA
	AMERICAN LIBERTY

	 	USA
	ECLIPSE

	 	Bahamas
	DLB801

	 	Panama






S-1









 






SCHEDULE 2.2 — TRANSFERRED SUBSIDIARIES AND INVESTMENTS




CDI Janus Holdings, LLC (Delaware)

CDI Prometheus Holdings, Inc. (Delaware)

CDI Umbra LLC (Delaware)

CDI Proteus LLC (Delaware)

CDI Vessel Holdings LLC (Delaware)

Cal Dive HR Services LLC (Delaware)

Cal Dive International Pte Limited (Singapore)

Cal Dive International (Australia) Pty. Ltd.

Offshore Technology Solutions Limited (Trinidad)

Marine Technology Solutions St. Lucia Ltd (St. Lucia)




S-2









 





SCHEDULE 2.4(b)(ii) — CONTINUING AGREEMENTS




None.




S-3









 








SCHEDULE 6.15(a) — ASSUMED ACTIONS 




	 	 	 
	Case	 	Case No.
	 
	 	 
	Jacob Robichaux v. Cal Dive International, Inc., et al.

	 	5:06-cv-00217-DF
	Michael Erter, individually and on behalf of the estate of Ryan
Erter and Melissa Erter, individually v. Cal Dive
International, Inc., et al.

	 	3:06-cv-00654
	United States of America v. Cal Dive International, Inc., et al.

	 	1:05CV02041
	Jimmy Agbayani v. Cal Dive International, Inc., et al.

	 	6:05-cv-0081-TLM-MEM
	Danny Cunningham, et al. v. Cal Dive International, Inc., et al.

	 	5:04-cv-00282-DF






S-4









 






SCHEDULE 6.15(b) — EXISTING ACTIONS 




	 	 	 
	Case	 	Case No.
	 
	 	 
	Donald Keith Willey v. Cal Dive International, Inc.

	 	3:06-cv-00410
	April Renee Erter and A.C.E., a minor child v. Cal
Dive International, Inc.

	 	3:06-cv-00585
	Patricia Erter, individually and on behalf of
Makayla Labruyere and Summer Labruyere, and Harold
L. Domingue, Jr. as personal representative of
Ryan A. Erter estate v. Cal Dive International,
Inc.

	 	6:06-cv-01913-RFD-MEM
	Leeland M. Lovell v. Cal Dive International, Inc.

	 	00054-249
	Tessa Berard v. Cal Dive International, Inc.

	 	6:06-cv-01061-RTH-CMH







S-5