**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 
-i-

 
**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 
-ii-

 
**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 
-iii-

 
**EXHIBITS**   A Form of Corporate Services AgreementB Form of Registration Rights AgreementC Form of Tax Matters AgreementD Form of Employee Matters AgreementE Form of Amended and Restated Certificate of IncorporationF Form of Amended and Restated Bylaws
-iv-

 
**SCHEDULES**   Schedule 1.1 VesselsSchedule 2.2 Transferred SubsidiariesSchedule 2.4(b)(ii) Continuing AgreementsSchedule 6.15(a) Assumed ActionsSchedule 6.15(b) Existing Actions
-v-

 
**MASTER AGREEMENT**     This MASTER AGREEMENT, dated December 8, 2006 (this “Agreement”), is made betweenHelix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”) and Cal DiveInternational, Inc., a Delaware corporation and as of the date hereof, an indirect, wholly-ownedsubsidiary of Helix (“Cal Dive”). Certain capitalized terms used in this Agreement aredefined in Section 1.1 and the definitions of the other capitalized terms used in thisAgreement are cross-referenced in Section 1.2.WITNESSETH:     WHEREAS, the board of directors of Helix has determined that it is appropriate and desirablefor Helix to separate the Cal Dive Group from Helix;     WHEREAS, in connection with the separation of the Cal Dive Group from Helix, Helix desires tocontribute, 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 Assetsand 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 (“VesselHoldings”) 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, 2006with Bank of America, N.A., as Administrative Agent and the various lenders listed therein, and CalDive, 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 TransferCredit Facility until the closing of the Initial Public Offering pursuant to the Guaranty dated asof November 20, 2006 (the “Guaranty”);     WHEREAS, the remaining vessels and balance of the Assets will be transferred by Helix tovarious subsidiaries of Holdings, and the stock of Holdings will be transferred by Helix to CalDive to effect the Separation;     WHEREAS, Cal Dive has agreed to guaranty the indebtedness of Vessel Holdings under theTransfer 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 initialpublic offering by Cal Dive of shares of its Common Stock in a registered offering under theSecurities Act, substantially concurrently with the closing of the Separation;
 

 
     WHEREAS, immediately following the consummation of the Initial Public Offering, Helix will ownapproximately 61,506,691 shares of Cal Dive Common Stock;     WHEREAS, it is appropriate and desirable to set forth the principal corporate transactionsrequired to effect the Separation and certain other agreements that will, following theconsummation of the Initial Public Offering, govern certain matters relating to the Separation, theInitial 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 lengthnegotiations 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 lessfavorable to Cal Dive than those it could obtain from unaffiliated third parties.     NOW, THEREFORE, in consideration of the premises and the covenants and agreements containedherein, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:**ARTICLEI****DEFINITIONS**     **1.1****Certain Definitions****.**     For purposes of this Agreement, the following terms shall have the meanings specified in thisSection 1.1:     “Action” means any demand, action, claim, dispute, suit, countersuit, arbitration,inquiry, proceeding or investigation by or before any federal, state, local, foreign orinternational Governmental Authority or any arbitration or mediation tribunal.     “Affiliate” (and, with a correlative meaning, “affiliated”) means, withrespect to any Person, any direct or indirect Subsidiary of such Person, and any other Person thatdirectly, or through one or more intermediaries, controls or is controlled by or is under commoncontrol with such first Person; provided, however, that from and after the ClosingDate, no member of the Cal Dive Group shall be deemed an Affiliate of any member of the Helix Groupfor purposes of this Agreement and the Transaction Documents and no member of the Helix Group shallbe deemed an Affiliate of any member of the Cal Dive Group for purposes of this Agreement and theTransaction Documents. As used in this definition, “control” (including with correlativemeanings, “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 thepower to appoint and remove a majority of directors (whether through ownership of securities orpartnership 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 orother third parties or elsewhere), whether real, personal or mixed, tangible, intangible orcontingent, in each
-2-

 
case whether or not recorded or reflected or required to be recorded or reflected on the booksand records or financial statements of such Person, including the following:     (a) the vessels, including all appurtenances thereto, all equipment, including withoutlimitation 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 equipmentand 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, sublesseeor 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 ordersfor 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 developmentinformation, engineering drawings, operating and maintenance manuals, and materials and analysesprepared 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, tradesecrets, inventions, designs, ideas, improvements, works of authorship, recordings, otherproprietary and confidential information and licenses from third Persons granting the right to useany 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 andinstructions;     (k) all cost information, sales and pricing data, customer prospect lists, supplier records,customer and supplier lists, customer and vendor data, correspondence and lists, productliterature, artwork, design, formulations and specifications, quality records and reports and otherbooks, 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 arisingfrom 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;
-3-

 
     (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 protectionand indemnity club;     (o) all licenses, permits, approvals and authorizations which have been issued by anyGovernmental 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 similaragreements or arrangements.     “Business Day” means a day other than a Saturday, Sunday or other day on whichcommercial banks in New York City are authorized or required by Law to close. Any event thescheduled occurrence of which would fall on a day that is not a Business Day shall be deferreduntil the next succeeding Business Day.     “Cal Dive Balance Sheet” means Cal Dive’s unaudited condensed combined balance sheetas 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 relatedbusinesses 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 capitalstock.     “Cal Dive Common Stock” means the common stock, $0.01 par value per share, of CalDive.     “Cal Dive Contracts” means the following contracts and agreements to which Helix orany of its Subsidiaries is a party or by which Helix or any of its Subsidiaries or any of theirrespective Assets is bound, whether or not in writing, except for any such contract or agreementthat is contemplated to be retained by Helix or any member of the Helix Group pursuant to anyprovision of this Agreement or any Transaction Document:     (a) any contract or agreement entered into in the name of, or expressly on behalf of, anydivision, business unit or member of the Cal Dive Group;     (b) any contract or agreement, including any joint venture agreement, that is used exclusivelyor held for use exclusively in the Cal Dive Business;     (c) any guarantee, indemnity, representation, warranty or other Liability of any member of theCal 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
-4-

 
     (d) any contract or agreement that is otherwise expressly contemplated pursuant to thisAgreement or any of the Transaction Documents to be assigned to Cal Dive or any member of the CalDive Group in connection with the Separation.     “Cal Dive Group” means Cal Dive, each Subsidiary of Cal Dive immediately after theClosing and each other Person that is either controlled directly or indirectly by Cal Diveimmediately after the Closing; providedthat, any Delayed Transfer Asset that istransferred to Cal Dive at any time following the Closing shall, to the extent applicable, and fromand after the Closing Date, be considered part of the Cal Dive Group for all purposes of thisAgreement.     “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 DiveGroup collectively, as determined for purposes of its financial statements prepared in accordancewith 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 CalDive Group from the Helix Group after the Closing Date.     “Delayed Transfer Liabilities” means any Cal Dive Liabilities that are assumed by amember 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 therules and regulations of the SEC thereunder, all as the same shall be in effect at the time thatreference is made thereto.     “Firm Public Offering Shares” means the Common Stock sold in the Initial PublicOffering, other than Common Stock sold as a result of exercise of the Over-Allotment Option by theUnderwriters.     “Force Majeure” means, with respect to a party, an event beyond the control of suchparty (or any Person acting on its behalf), which by its nature could not have been foreseen bysuch 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 civilunrest, interference by civil or military authorities, acts of war (declared or undeclared) orarmed hostilities or other national or international calamity or one or more acts of terrorism orfailure 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, orany consent, registration, approval, permit or authorization to be obtained from, any GovernmentalAuthority.
-5-

 
     “Governmental Authority” means any entity exercising executive, legislative,judicial, regulatory or administrative functions of or pertaining to government, including anygovernmental authority, agency, department, board, commission or instrumentality, whether federal,state, local or foreign (or any political subdivision thereof), and any tribunal, court orarbitrator(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, inwritten, oral, electronic or other tangible or intangible form, stored in any medium, includingstudies, 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 othersoftware, marketing plans, customer names, communications by or to attorneys (includingattorney-client privileged communications), memoranda and other materials prepared by attorneys orunder their direction (including attorney work product), and other technical, financial, employeeor business information or data.     “Initial Public Offering” means the initial public offering by Cal Dive ofapproximately 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 CalDive or one or more of its Subsidiaries (or their respective officers or directors) will be insuredparties after the Closing Date, including without limitation any policies written by protection andindemnity clubs with respect to the Vessels.     “Insurance Proceeds” means those monies: (a) received by an insured from an insurancecarrier or a protection and indemnity club; (b) paid by an insurance carrier or a protection andindemnity club on behalf of the insured; or (c) received (including by way of setoff) from anythird party in the nature of insurance, contribution or indemnification in respect of anyLiability; 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 expensesincurred in the collection thereof.     “IPO Registration Statement” means the registration statement on Form S-1 filed underthe Securities Act pursuant to which the Common Stock to be sold by Cal Dive in the Initial PublicOffering will be registered, and all amendments and supplements to such registration statement,including post-effective amendments, all exhibits and all materials incorporated by reference insuch registration statement.
-6-

 
     “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 aGovernmental Authority.     “Liabilities” means any debt, loss, damage, adverse claim, liability or obligation ofany Person (whether direct or indirect, known or unknown, asserted or unasserted, absolute orcontingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whetherin contract, tort, strict liability or otherwise), and including all costs and expenses relatingthereto.     “Over-Allotment Option” means the over-allotment option that may be exercised by theunderwriters of the Initial Public Offering pursuant to the Underwriting Agreement relating to theInitial 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 RegistrationStatement, as amended or supplemented by prospectus supplement and by all other amendments andsupplements to any such prospectus, including post-effective amendments and all materialincorporated 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 andregulations of the SEC thereunder, all as the same shall be in effect at the time that reference ismade 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 byfederal or state securities laws), or other encumbrance of any nature whatsoever.     “Separation” means collectively, (a) the transfer of the Cal Dive Assets, to theextent not already held by Cal Dive and the Cal Dive Group, and the assumption by Cal Dive and theCal Dive Group of the Cal Dive Liabilities, and (b) the transfer of certain Excluded Assets toHelix and the Helix Group, and the assumption by Helix and the Helix Group of certain ExcludedLiabilities, all as more fully described in this Agreement and the Transaction Documents.     “Subsidiary” or “subsidiary” means, with respect to any Person, anycorporation, 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 totalcombined voting power of all classes of voting securities of such entity, (ii) the total combinedequity 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 amajority of the board of directors or similar governing body.
-7-

 
     “Tax” means all federal, state, provincial, territorial, municipal, local or foreignincome, profits, franchise, gross receipts, tonnage, environmental (including taxes under CodeSection 59A), customs, duties, net worth, sales, use, goods and services, withholding, value added,*ad valorem*, employment, social security, disability, occupation, pension, real property, personalproperty (tangible and intangible), stamp, transfer, conveyance, severance, production, excise,premium, retaliatory and other taxes, withholdings, duties, levies, imposts, guarantee fundassessments and other similar charges and assessments (including any and all fines, penalties andadditions 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 toimpose, regulate, levy, assess or administer the imposition of any Tax.     “Transactions” means, collectively, (a) the Separation, (b) the Initial PublicOffering 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 tobeneficially 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 andamong Helix, Cal Dive and the Underwriters in connection with the offering of Cal Dive Common Stockin 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 CalDive.     **1.2****Other Terms****.**For purposes of this Agreement, the following terms have themeanings set forth in the sections indicated.   **Term** **Section**After-Tax Basis 5.6(c)Agreement RecitalsAnnual Financial Statements 4.1(a)(v)Assumed Actions 6.15(a)Bylaws 3.3Cal Dive PreambleCal Dive Assets 2.2(a)Cal Dive Auditors 4.1(b)(i)Cal Dive Confidential Information 6.2(a)Cal Dive Indemnified Parties 5.3Cal 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 3.3Closing 3.1Closing Date 3.1Corporate Services Agreement 3.2(b)(i)Dispute 7.1Drawdown 3.7Employee Matters Agreement 3.2(b)(iv)Excluded Assets 2.2(b)Excluded Liabilities 2.3(b)Existing Actions 6.15(b)Existing Helix Indebtedness 3.5Helix PreambleHelix Annual Statements 4.1(b)(ii)Helix Auditors 4.1(b)(ii)Helix Confidential Information 6.2(b)Helix Indemnified Parties 5.2Helix Policies 6.11Helix Public Filings 4.1(a)(xii)Helix Transfer Documents 2.8Indemnified Party 5.6(a)Indemnifying Party 5.6(a)Indemnity Payment 5.6(a)Long-Term Contract 6.12Notification Period 6.12Privilege 4.9Quarterly 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 PreambleTransfer Documents 2.9(a)(iii)Transferred Subsidiaries 2.2(a)(iii)Utilization Limit 6.12**ARTICLE II**