exv10w1



 






EXHIBIT 10.1




CAL DIVE INTERNATIONAL, INC.

400 N. Sam Houston Parkway E.

Suite 400

Houston, Texas 77060




May 5, 2005




Torch Offshore, Inc.

Torch Offshore, L.L.C.

Torch Express, L.L.C.


c/o David Phelps, Chief Restructuring Advisor

c/o Robert Fulton, Manager

401 WhitneyAvenue, Suite 400

Gretna, Louisiana 70056



      This letter agreement (this “Letter”) confirms our understanding in respect of certain matters
discussed herein relating to the transactions set forth and contemplated under that certain Amended
and Restated Asset Purchase Agreement, dated as of May 2, 2005 (the “Agreement”), among Cal Dive
International, Inc., a Minnesota corporation (“Buyer”), Torch Offshore, Inc., a Delaware
corporation (“Torch”), Torch Offshore, L.L.C., a Delaware limited liability company (“Offshore”),
and Torch Express L.L.C., a Louisiana limited liability company (“Express”, with Torch and
Offshore, each a “Seller” and collectively, “Sellers”). Unless otherwise stated, or the context
otherwise requires, initially capitalized terms used but not defined in this Letter shall have the
meanings set forth in the Agreement.



      Buyer agrees with Sellers that the Agreement hereby is amended and modified as follows: the
amount of $500,000 in Section 9.1(e)(i)(A) and in Section 9.1(e)(i)(B) shall instead be an amount
of $400,000. Any conforming amendments or modifications to Exhibit G of the Agreement
(Bidding Procedures for the Sale of Certain Assets of Torch Offshore, Inc.) to reflect the
amendment and modification set forth in the preceding sentence are hereby agreed to by the Buyer
and the Sellers. Furthermore, the Buyer and Sellers agree that the location for the Auction (as
defined in Exhibit G of the Agreement) shall be the offices of Heller, Draper, Hayden,
Patrick & Horn, L.L.C. in New Orleans, Louisiana.



      The Letter shall be effective as of the date first set forth above. On and after the
effectiveness of this Letter, each reference to “this Agreement”, “hereunder”, “hereof” or words
of like import referring to the Agreement shall mean and be a reference to the Agreement as amended
and modified by this Letter. The Agreement, as amended and modified by this Letter, is and shall
continue to be in full force and effect and is hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Letter shall not operate as a waiver of any right,
power or remedy of the Buyer under the Agreement, nor constitute a waiver of any provision of the



 








 




Agreement. Sellers hereby confirm that the costs and expenses of the Buyer in connection with
the preparation, execution and delivery of this Letter and any other instruments and documents
related hereto (including, without limitation, the reasonable fees and expenses of counsel) shall
be, and shall be deemed to constitute, fees and expenses subject to reimbursement (as part of the
Expense Reimbursement) under Section 9.1(e) of the Agreement.




      The provisions of Sections 12.1, 12.2 and 14.6 of the Agreement shall be applicable to this
Letter (in each case substituting this “Letter” for references to the Agreement) and are
incorporated herein by reference.



      Please confirm, by execution hereof in the appropriate spaces provided below, your agreement
and acceptance to the terms of this Letter.


	 	 	 	 	 
	 	Very Truly Yours,





CAL DIVE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ MARTIN. R. FERRON
 	 
	 	 	Name:  	Martin R. Ferron 	 
	 	 	Title:  	President and COO 	 
	 



	 	 	 	 	 
	 	ACCEPTED AND AGREED:



TORCH OFFSHORE, INC.

 	 
	 	By:  	/s/ ROBERT E. FULTON
 	 
	 	 	Name:  	Robert E. Fulton 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	/s/ LANA J. HINGLE STOCKSTILL
 	 
	 	 	Name:  	Lana J. Hingle Stockstill 	 
	 	 	Title:  	Chief Administrative Officer 	 
	 



	 	 	 	 	 
	 	TORCH OFFSHORE L.L.C.

TORCH EXPRESS L.L.C.

 	 
	 	By:  	/s/ ROBERT E. FULTON
 	 
	 	 	Name:  	Robert E. Fulton 	 
	 	 	Title:  	Chief Financial Officer 	 
	 





[Signature Page to May 5, 2005 Letter Agreement]