Exhibit 10.12**AMENDMENT NO. 1 TO CREDIT AGREEMENT**     This Amendment No. 1 to Credit Agreement, dated as of December 15, 2006, (this“Amendment”), is entered into by **CDI VESSEL HOLDINGS LLC**, a Delaware limited liabilitycompany (the “Borrower”), **CAL DIVE INTERNATIONAL, INC.**, a Delaware corporation (the“Parent”), each lender from time to time party hereto (collectively, the “Lenders”and individually, a “Lender”), and **BANK OF AMERICA, N.A.**, as Administrative Agent in suchcapacity (the “Administrative Agent”), Swing Line Lender and L/C Issuer.**INTRODUCTION**     Reference is made to the Credit Agreement dated as of November 20, 2006 (as modified from timeto time, the “Credit Agreement”), among the Borrower, the Parent, the Lenders, and theAdministrative Agent.     The Borrower intends to make certain modifications to the timing and the respective amounts(but not the aggregate amount) of the dividends permitted to be made to Helix in connection withthe Restructuring and the IPO. In connection with the foregoing, the Borrower has requested, andthe Lenders and the Administrative Agent have agreed, to make certain amendments to the CreditAgreement.     **THEREFORE**, in connection with the foregoing and for other good and valuable consideration, theBorrower, the Lenders, and the Administrative Agent hereby agree as follows:     Section 1. Definitions; References. Unless otherwise defined in this Amendment, eachterm used in this Amendment that is defined in the Credit Agreement has the meaning assigned tosuch term in the Credit Agreement.     Section 2. Amendment of Credit Agreement.     (a) Section 6.03 of the Credit Agreement is hereby amended by replacing the last sentence ofsuch Section in its entirety with the following:     The notice of the IPO pursuant to Section 6.03(f) shall be accompaniedby a certificate signed by a Responsible Officer of the Parent certifying acalculation of the pro forma Consolidated Leverage Ratio as of the last day of thefiscal quarter of the Parent most recently ended prior to the date of the IPO forwhich financial information is provided in the Form S-1 (as amended) as previouslyfiled with the SEC in connection with the IPO, giving pro forma effect toTransaction (including the Borrowing to be made shortly after the date of the IPO inconnection with the IPO Borrowing Dividend).     (b) Section 7.06(a) of the Credit Agreement is hereby amended by replacing clause (i) of suchSection in its entirety with the following:
 

 
     (i) the Borrower may declare and make (A) a one-time Restricted Payment toHelix from and with the proceeds of its initial Revolving Credit Loans, in an amountnot to exceed $100,000,000 (the “Restructuring Dividend”) and (B) a one-timeRestricted Payment to CDI Prometheus Holdings, Inc. from and with the proceeds ofRevolving Credit Loans made shortly after the date of the IPO, in an amount that,together with the amount of the Restructuring Dividend, does not exceed $200,000,000(such dividend, the “IPO Borrowing Dividend”) provided that thereshall be no less than $25,000,000 of availability under the Revolving CreditFacility and/or unrestricted cash on-hand of the Borrower and its Subsidiaries as ofthe date of such Restricted Payment (and for purposes of this clause (B), cashon-hand will not be deemed “restricted” solely by reason of any Lien thereon or onany deposit account in which it is maintained, or other restriction with respectthereto, which, in either case, is in favor of the Administrative Agent or anyLender), after giving effect to the making of such Restricted Payment and allBorrowings made and Letters of Credit issued (or deemed issued) under the RevolvingCredit Facility on such date     (c) The Credit Agreement is hereby amended by replacing Schedule 5.13 thereof with theSchedule 5.13 attached hereto to reflect the name change of CDI Janus Holdings, Inc. to CDIJanus Holdings LLC.     Section 3. Representations and Warranties. The Borrower and the Parent eachrepresents and warrants that (a) the execution, delivery, and performance of this Amendment by eachLoan Party are within the corporate power and authority of such Loan Party and have been dulyauthorized by all necessary corporate or other organizational action, (b) this Amendmentconstitutes a legal, valid, and binding obligations of each Loan Party, enforceable against eachLoan Party in accordance with its terms, except as such enforceability may be limited by applicablebankruptcy, insolvency, reorganization, moratorium, or similar laws of general applicabilityaffecting the enforcement of creditors’ rights and the application of general principles of equity(regardless of whether such enforceability is considered in a proceeding in equity or law); (c) therepresentations and warranties of the Borrower and each other Loan Party contained in each LoanDocument are true and correct in all material respects as of the date of this Amendment, except tothe extent that such representations and warranties specifically refer to an earlier date, in whichcase they shall be true and correct in all material respects as of such earlier date; and (d) noDefault or Event of Default exists under the Loan Documents.     Section 4. Effect on Credit Documents. Except as amended herein, the Credit Agreementand all other Loan Documents remain in full force and effect as originally executed. Nothingherein shall act as a waiver of any of the Administrative Agent’s or any Lender’s rights under theLoan Documents as amended, including the waiver of any default or event of default, howeverdenominated. The Borrower acknowledges and agrees that this Amendment shall in no manner impair oraffect the validity or enforceability of the Credit Agreement. This Amendment is a Loan Documentfor the purposes of the provisions of the other Loan Documents. Without limiting the foregoing,any breach of representations, warranties, and covenants under this Amendment may be a default orevent of default under the other Loan Documents.
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     Section 5. Effectiveness. This Amendment shall become effective as of the date hereofand the Credit Agreement shall be amended as provided for herein when the Administrative Agent (orits counsel) shall have received counterparts hereof duly executed and delivered by a dulyauthorized officer of each of the Loan Parties and by the Lenders whose consent is required toeffect the amendments contemplated hereby.     Section 6. Reaffirmation of Guaranty. By its signature hereto, Helix represents andwarrants that it has no defense to the enforcement of the Guaranty, and that according to its termsthe Guaranty will continue in full force and effect to guaranty the Borrower’s obligations underthe Credit Agreement and the other amounts described in the Guaranty following the execution ofthis Amendment.     Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.     Section 8. **ENTIRE AGREEMENT****. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENTTHE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORALAGREEMENTS AMONG THE PARTIES.**[signature pages follow]
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**EXECUTED**as of the first date above written.      **CDI VESSEL HOLDINGS LLC**